New rules sharpen investor protection, strengthen market discipline and create a clearer framework for Vietnamese companies accessing domestic and international debt capital
Vietnam has taken another significant step in the development of its capital markets.
On 25 September 2026, the Ministry of Finance issued Circular No. 138/2026/TT-BTC (“Circular 138”), implementing the Government’s Decree No. 200/2026/ND-CP dated 5 June 2026 (“Decree 200”) governing private placements and trading of corporate bonds in Vietnam and corporate bond offerings in international markets.
Effective 1 October 2026, Circular 138 provides the detailed operational framework for the new regime.
For investors, financial institutions and Vietnamese companies seeking capital, the changes are significant. The new framework combines greater market transparency, stronger issuer discipline, tighter investor protections and clearer issuance and trading procedures.
The direction of travel is clear: Vietnam is seeking to develop its corporate bond market into a more transparent, sustainable and credible source of medium- and long-term capital, while providing investors with substantially greater visibility over issuers, use of proceeds and repayment obligations.
- Why the New Framework Matters
Vietnam’s corporate bond market has considerable strategic importance.
As Vietnamese businesses continue expanding in infrastructure, manufacturing, technology, energy, real estate and other capital-intensive sectors, bank lending alone cannot be expected to satisfy the economy’s long-term financing requirements.
A deeper and more sophisticated bond market can therefore play an increasingly important role in connecting Vietnamese corporate demand for capital with domestic and international institutional investment.
Decree 200 and Circular 138 seek to support that development while addressing one of the central requirements of sophisticated investors: confidence in transparency, accountability and enforceable investment discipline.
The new regime places particular emphasis on:
- permitted use of bond proceeds;
- issuer financial capacity;
- professional-investor eligibility;
- disclosure;
- credit ratings and security arrangements in specified cases;
- registration and depository requirements;
- secondary-market trading;
- bondholder representation;
- ongoing reporting; and
- international offering requirements.
For serious issuers and professional investors, this creates a more structured regulatory environment.
- Domestic Private Placements – A More Disciplined Market
Eligible Investors
Domestic privately placed corporate bonds remain principally an instrument for professional securities investors.
Convertible bonds and warrant-linked bonds may also involve strategic investors, subject to applicable requirements.
Depository and trading members have responsibility for verifying investor eligibility before processing transfers or orders, while individual professional investors must provide the prescribed confirmation.
The objective is to maintain a clear distinction between private placements and securities products intended for the wider retail market.
Use of Proceeds – Greater Discipline
Bond proceeds may be used for purposes including:
- financing investment projects;
- restructuring the issuer’s debt; and
- other purposes permitted under specialized legislation.
Credit institutions have additional permitted purposes, including raising Tier 2 capital, lending and investment.
Issuers must separately monitor proceeds and deploy them consistently with the disclosed issuance plan.
Pending deployment, temporarily unused proceeds may generally only be placed in bank deposits or certificates of deposit.
This represents an important investor-protection feature: investors receive greater visibility over why capital is being raised and where it is intended to go.
Material changes to the purpose or term of an issuance require the appropriate corporate approval, approval by holders representing at least 65% of outstanding bonds of the same type, and a buy-back mechanism for dissenting holders where required.
- Stronger Financial Thresholds for Issuers
One of the most significant features is increased emphasis on issuer financial capacity.
For relevant non-public companies issuing non-convertible and non-warrant bonds, conditions include:
- Vietnamese incorporation as a JSC or LLC;
- satisfaction of applicable payment-history requirements;
- compliance with prudential ratios where applicable;
- an approved issuance plan;
- audited prior-year financial statements;
- eligible investors; and
- compliance with the applicable leverage limitation.
Subject to statutory exemptions, total liabilities including the proposed bond issuance generally may not exceed five times equity, calculated by reference to the relevant audited financial statements.
Specified exemptions apply to certain categories, including particular SOEs, real-estate project issuers, credit institutions, insurers, securities companies and fund managers.
For investors, the significance is straightforward: leverage is becoming an increasingly important gateway consideration before a private bond issuance reaches the market.
- Enhanced Protection for Individual Professional Investors
The new regime contains particularly important protections where bonds are offered to individual professional investors.
Relevant offerings require both:
- a credit rating; and
- either qualifying collateral or a credit-institution payment guarantee covering the principal as prescribed.
An issuer’s own shares, bonds or capital contributions cannot be used as collateral for this purpose.
Secured bonds and relevant offerings to individual investors also require a bondholder representative.
These requirements should give sophisticated investors additional tools for assessing and managing credit exposure.
- Clearer Bond Terms and Market Infrastructure
Domestic bonds are denominated and paid in Vietnamese dong and generally have a par value of VND 100 million or multiples thereof.
Interest may be:
- fixed;
- floating; or
- a combination of both.
For floating-rate instruments, the reference basis must be disclosed.
Bonds may exist in certificated, book-entry or electronic form.
Issuers must complete the relevant registration with the Vietnam Securities Depository and Clearing Corporation (“VSDC”), while trading takes place through the regulated market infrastructure.
The framework therefore further institutionalizes the privately placed bond market rather than leaving it principally dependent upon bilateral documentation and relationships.
- Disclosure Becomes Central to the Investment Proposition
Perhaps the most important message for investors is the increased importance of disclosure.
Issuers are subject to:
Pre-offering disclosure – prescribed information must be disclosed to investors and HNX before the offering commences.
Periodic disclosure – semi-annual and annual reporting continues while bonds remain outstanding and covers matters including financial position, payment obligations, use of proceeds and issuer commitments.
Event-driven disclosure – specified material events are subject to accelerated disclosure requirements.
Repayment disclosure – full discharge of bond obligations must also be reported within the prescribed period.
This is important not merely as a compliance exercise.
For institutional investors, reliable and continuing disclosure is one of the fundamental building blocks of a functioning debt capital market.
- International Bond Offerings – A Clearer Route to Global Capital
The reforms are equally relevant to Vietnamese companies considering international debt markets.
Vietnamese JSCs and LLCs may access international bond markets subject to the applicable corporate, securities, foreign-borrowing and foreign-exchange requirements.
Issuers must address, among other matters:
- an approved issuance plan;
- applicable prudential ratios;
- sector-specific regulatory approvals;
- regulations governing non-government-guaranteed foreign borrowing;
- foreign-exchange requirements;
- conditions imposed by the overseas market;
- State Bank of Vietnam requirements;
- relevant financial statements;
- credit-rating information where applicable; and
- overseas registration requirements or appropriate international legal opinions.
International bonds are denominated and settled in the relevant foreign currency in accordance with applicable requirements.
Convertible and warrant-linked international bonds remain available to JSCs, subject particularly to Vietnam’s foreign-ownership limitations.
For larger Vietnamese corporates, this provides a clearer regulatory roadmap for accessing international institutional capital.
- Why International Investors Should Pay Attention
The significance of these reforms extends beyond bond documentation.
Vietnam continues to develop the legal infrastructure required for a more mature capital market.
The combination of:
- stronger disclosure;
- clearer leverage discipline;
- tighter use-of-proceeds controls;
- enhanced investor qualification;
- credit-rating requirements in specified circumstances;
- collateral or guarantee requirements;
- regulated registration, depository and trading infrastructure; and
- clearer rules for international offerings
should improve investors’ ability to price risk, conduct due diligence and monitor investments throughout the life of a bond.
That does not eliminate investment or credit risk. Corporate bonds remain debt obligations of the issuer, and investors must undertake appropriate financial, legal and commercial due diligence.
But greater regulatory transparency and accountability can make those risks more identifiable and assessable.
That is an important development for Vietnam’s investment environment.
- What Issuers Should Do Now
Vietnamese companies contemplating a private bond issuance should conduct a comprehensive pre-issuance readiness review before approaching investors.
Particular attention should be given to:
- the five-times liabilities-to-equity threshold where applicable;
- the issuer’s three-year payment history;
- permitted use of proceeds;
- investor eligibility;
- audited financial statements;
- credit-rating requirements;
- collateral or guarantee requirements;
- bondholder representation;
- corporate approvals;
- disclosure documentation; and
- the ongoing compliance calendar following issuance.
For international offerings, issuers should begin early coordination among Vietnamese counsel, international counsel, financial advisers, underwriters and relevant regulatory authorities, particularly in relation to State Bank requirements, foreign borrowing, foreign exchange and host-market documentation.
- What Investors Should Do
Professional and institutional investors should use the enhanced disclosure framework proactively.
Due diligence should focus particularly on:
- issuer leverage and repayment capacity;
- historical debt servicing;
- legal status of the underlying investment project;
- precise use of proceeds;
- collateral and guarantee structure;
- credit ratings;
- related-party exposure;
- bondholder protections;
- early redemption and amendment provisions; and
- ongoing compliance with disclosure obligations.
Foreign investors should additionally ensure that their securities trading code, depository arrangements and trading accounts satisfy Vietnamese requirements.
- Immediate Transitional Point
Issuers with outstanding bonds should also review their existing registration information.
Where bond terms were changed in a manner reducing the registered bond quantity without corresponding adjustment of VSDC records, the required update must be completed by 31 October 2026.
OUTLOOK – A MORE INVESTABLE VIETNAM CAPITAL MARKET
Circular 138 and Decree 200 should be viewed as more than another compliance update.
They form part of Vietnam’s continuing effort to build a corporate bond market capable of supporting the country’s growing requirement for long-term private capital while imposing stronger standards of transparency, issuer responsibility and investor protection.
For well-prepared Vietnamese companies, the framework provides a clearer pathway to diversify financing beyond traditional bank lending.
For professional domestic and international investors, it creates a more structured environment in which issuer quality, leverage, use of proceeds, security and repayment risk can be evaluated with greater transparency.
The investment opportunity therefore lies not in weaker regulation, but in a stronger market architecture: credible issuers gaining access to deeper pools of capital, and sophisticated investors receiving better information and stronger safeguards with which to assess opportunities.
As Vietnam’s economy continues to expand and its capital markets deepen, companies that prepare early for these higher standards should be better positioned to access both Vietnamese and international debt capital.
For further information regarding corporate bond issuances, investment structures or accessing Vietnam’s capital markets, please contact:
Dr. Oliver Massmann
General Director
Duane Morris Vietnam LLC
Email: [email protected]