HÀ NỘI — The Government has introduced a new regulatory framework governing private corporate bond offerings in the domestic market and bond issuance in overseas markets, with stricter requirements on the use of proceeds and greater accountability for issuers.

Under Decree No 200/2026/NĐ-CP, enterprises issuing bonds will continue to operate under the principle of self-borrowing, self-repayment and self-responsibility, meaning issuers are fully accountable for the efficiency of capital use, debt repayment capacity and any disputes arising from bond issuance, use of funds, and payment of principal and interest.

The decree defines corporate bonds as securities with maturities of at least one year issued by enterprises to confirm the lawful rights and interests of bondholders with respect to a portion of the issuer's debt.

According to the new regulations, proceeds from bond issuance may only be used for specific purposes, including financing investment projects in accordance with the Investment Law, restructuring the issuer's own liabilities, or other purposes permitted under specialised legislation.

Issuers are required to clearly state the purpose of each bond offering in the issuance plan and disclose such information to investors before the sale. Funds raised must be used strictly in line with the approved issuance plan and disclosed information.

The decree also requires companies to separately monitor and manage proceeds from bond issues to ensure transparency and compliance with the intended use of funds.

For green bonds, stricter requirements apply. Capital raised must be separately accounted for and allocated exclusively to environmentally beneficial projects or projects included in the national green classification framework in accordance with environmental protection regulations.

The Government has also tightened conditions for changing bond terms after issuance. For domestically issued bonds, any adjustment to bond conditions or changes in the use of proceeds must first receive approval from the competent authority and be supported by bondholders representing at least 65 per cent of the outstanding bonds of the same class.

Issuers are also required to repurchase bonds held by investors who do not agree with such changes.

For bonds offered in international markets, enterprises must comply not only with Vietnamese regulations but also with rules applicable in the jurisdiction where the bonds are issued. Transactions, early redemption, exchanges and conversions of international bonds must additionally comply with foreign exchange management regulations.

The decree sets out a series of responsibilities for issuers. Companies must comply with all regulations governing bond offerings, manage proceeds in accordance with approved plans, and fulfil obligations related to the timely payment of principal and interest.

Issuers are also held legally responsible for the accuracy, completeness and validity of information contained in bond issuance documents and disclosure materials.

In addition, enterprises are required to explain to investors matters related to the issuance plan, legal risks, investment risks, risks associated with the use of proceeds, and the rights and obligations of both issuers and bondholders.

The regulations further require enterprises to comply with accounting, auditing and information disclosure requirements and to maintain records associated with bond issuance activities.

The new framework forms part of Việt Nam's ongoing efforts to strengthen transparency and improve the quality of the corporate bond market following a period of heightened scrutiny and regulatory reforms.

Decree No. 200/2026/NĐ-CP took effect on June 5 and consists of eight chapters and 51 articles governing private bond offerings in Việt Nam and overseas bond issuance by Vietnamese enterprises. — BIZHUB/VNS