Proposed new regulations on corporate bonds

(Chinhphu.vn) - The Ministry of Finance is drafting a Decree regulating the offering and trading of individual corporate bonds in the domestic market and the offering of corporate bonds in the international market.

The Ministry of Finance proposes new regulations on offering and trading individual corporate bonds in the domestic market and offering corporate bonds to the international market.

The Ministry of Finance said that in recent times, the implementation of Decree No. 153/2020/ND-CP of the Government regulating the offering and trading of corporate bonds, amended and supplemented by Decree No. 65/2022/ND-CP and Decree No. 08/2023/ND-CP, shows that the legal framework for the operation of the individual corporate bond market has been gradually innovated and improved, basically meeting the requirements for operation, organization, management and supervision of activities in the market; contributing to creating conditions for enterprises to access medium and long-term capital sources, reducing pressure on bank credit; raising requirements on disclosure and provision of information, enhancing the responsibility of issuing enterprises and service providers in the market.

However, after 5 years of implementation, regulations on issuance of individual corporate bonds need to be revised and supplemented for the following reasons:

Firstly, some regulations need to be adjusted to meet practical requirements, better protecting the legitimate rights and interests of organizations and individuals.

Regarding the scale of the privately issued corporate bond market, although it has grown rapidly, it is not yet the main capital mobilization channel for enterprises. For issuing enterprises, the legal compliance of a part of enterprises is still limited, and they have not yet fulfilled their responsibilities and obligations regarding reporting, publishing, and providing information to investors on information such as issued bonds, issuing enterprises, financial situation, capital use plans, and bond principal and interest repayment plans. For service providers, there are also cases where they have not really played a good role in supporting and reviewing enterprises to issue private corporate bonds. Therefore, there is a need for regulations to standardize and further enhance the responsibility of issuing organizations, clarify the role of service providers and organizations and individuals participating in the process of preparing and signing documents and records on private corporate bond issuance.

Second, the control and management mechanism for the individual corporate bond market also needs to be adjusted in the direction of both ensuring the principle of self-issuance and self-responsibility of the issuing enterprise, and ensuring a clearer clarification of the roles, responsibilities and powers of relevant state management agencies in accordance with the current government apparatus organization in the direction of decentralization, delegation of management, supervision, control, inspection, examination and handling of violations to provincial/municipal management agencies to manage enterprises right in the localities.

Third, Law No. 56/2024/QH15 and Law No. 76/2025/QH15 have amended and supplemented a number of regulations related to the issuance of individual corporate bonds, in which professional securities investors are individuals who are allowed to switch to investing in more public, transparent and less risky products. According to the new regulations, professional investors are individuals who are only allowed to buy, trade and transfer individual corporate bonds in cases where the bonds have a credit rating and are secured by assets or have a credit rating and are guaranteed for payment by a credit institution. Meanwhile, the current Decrees on the offering and trading of individual corporate bonds are built on the basis of the provisions of the Securities Law and the Enterprise Law before being amended and supplemented. Therefore, some contents of these Decrees are no longer consistent with the new provisions of the Law. Therefore, amending and supplementing the Decree is necessary to ensure consistency with the amended Laws and to comply with the new management orientation for individual professional securities investors.

The Draft Decree consists of 8 chapters and 52 articles.

The draft Decree is developed on the basis of reviewing and amending a number of points on the structure of Decree No. 153/2020/ND-CP amended and supplemented by Decree No. 65/2022/ND-CP, Decree No. 08/2023/ND-CP, which clarifies the mechanism for management, supervision, inspection, examination and monitoring of bond offering activities according to the management objects to clearly stipulate and separate the responsibilities of the agencies; amending and supplementing unclear contents according to the recommendation of the Government Inspectorate in Conclusion No. 276/KL-TTCP dated August 5, 2025 on compliance with legal policies on issuance of individual corporate bonds and use of funds from individual corporate bonds.

The draft Decree consists of 8 chapters and 52 articles. In addition to general provisions, the draft proposes specific provisions on: Offering bonds in the domestic market; offering bonds in the international market; publicizing and providing information; specialized information pages and reporting regimes on corporate bonds; management, supervision and responsibilities of relevant agencies and organizations; handling violations, resolving disputes and compensating for damages, etc.

Clearly define the responsibilities of organizations and individuals participating in preparing and confirming records and reports related to private corporate bond offerings.

Regarding general provisions, Decree No. 153/2020/ND-CP, amended and supplemented by Decree No. 65/2022/ND-CP, Decree No. 08/2023/ND-CP (collectively referred to as Decree No. 153/2020/ND-CP) stipulates the scope of regulation; subjects of application; application of relevant legal provisions; interpretation of terms; issuance principles; basic conditions and terms of bonds; early bond redemption...

The Draft Decree basically continues to inherit these provisions, and at the same time transfers the provisions on the responsibilities of bond-issuing enterprises (including the responsibilities of the General Meeting of Shareholders, the Board of Directors, the Chairman of the Company, the Enterprise Owner, and the Owner's Representative Agency) from Chapter VI - Management, supervision and responsibilities of relevant agencies and organizations of Decree No. 153/2020/ND-CP to the provisions in Article 7, Chapter I (General provisions) because these are the main responsible entities in the private offering of corporate bonds.

Chapter I of the draft Decree also adds 01 new article (Article 8) regulating the responsibilities of organizations and individuals related to records, documents, and reports, in accordance with the provisions of the Law on Enterprises and the Law on Securities (amended and supplemented by Law No. 56/2024/QH15) to clearly define the responsibilities of organizations and individuals participating in preparing and confirming records and reports related to the private offering of corporate bonds; the responsibilities of competent agencies, organizations, and individuals receiving and processing records; the responsibilities of organizations providing related services (record consulting organizations, issuance agents, auditing organizations, qualified auditors, persons signing audit and review reports, credit rating organizations, and valuation enterprises), thereby clearly defining: (i) The issuing organization, organizations, and individuals participating in confirming records must be responsible before the law within the scope related to the records; (ii) The State agency (State Securities Commission) is responsible for reviewing the validity of the registration dossier for offering convertible bonds and bonds with warrants of public companies, securities companies, and securities investment fund management companies based on the provided dossiers, and is not responsible for violations of enterprises occurring before and after submitting dossiers and documents; (iii) The dossier consulting organization is responsible, within the scope of consulting, for reviewing and checking the information in the dossiers to ensure that the analysis and assessment are carried out reasonably and carefully based on the information provided.

The Ministry of Finance is soliciting comments on this draft on the Ministry's Electronic Information Portal./.

Source: https://baochinhphu.vn/de-xuat-quy-dinh-moi-ve-trai-phieu-doanh-nghiep-102251126154014193.htm