On the morning of June 17, with more than 95% of delegates present in agreement, the National Assembly voted to pass the Law amending and supplementing a number of articles of the Law on Enterprises, which will take effect from July 1, 2025.
One of the important amendments and supplements to the Law is the requirement that when issuing individual corporate bonds, non-public companies must meet the following condition: "Having liabilities (including the value of bonds expected to be issued) not exceeding 5 times the equity of the issuing organization according to the audited financial statements of the year immediately preceding the year of issuance; except for issuing organizations that are state-owned enterprises, enterprises issuing bonds to implement real estate projects, credit institutions, insurance enterprises, reinsurance enterprises, insurance brokerage enterprises, securities companies, and securities investment fund management companies, which must comply with the provisions of relevant laws".
Previously, when giving opinions on the draft Law amending and supplementing a number of articles of the Law on Enterprises at the meeting of the National Assembly Standing Committee held on the morning of June 9, 2025, Mr. Phan Van Mai - Chairman of the National Assembly's Economic and Financial Committee said that the Government needs to carefully study the specific conditions related to privately issued bonds of enterprises because in the past, most of the problems that have arisen were mostly related to the group of real estate businesses, which is a group that is excluded in the draft law.
Thus, according to the draft Law amending and supplementing a number of articles of the Enterprise Law that has just been approved by the National Assembly, enterprises issuing bonds to carry out real estate projects will not be subject to the regulation that the total debt/equity ratio must not exceed 5 times.
Regarding the regulations on the total debt/equity ratio of enterprises issuing individual bonds in general, explaining at the meeting of the National Assembly Standing Committee on the morning of June 9, Minister of Finance Nguyen Van Thang said that tightening the issuance of individual bonds aims to eliminate dishonest and profiteering enterprises. Enterprises operating transparently can mobilize medium and long-term capital through the bond channel.
According to Mr. Thang, each country currently has different regulations on the conditions for issuing private bonds of unlisted enterprises, which is the total debt payable must be at most 3-5 times the owner's equity.
In Vietnam, in the current context, the conditions for issuing individual bonds must still comply with regulations on debt to equity. "Only when all stages and activities are fully digitized and transparent can we come up with other management methods other than in issuing individual bonds," said Minister Nguyen Van Thang.
In the report on acceptance, explanation and revision of the draft Law of the Government, according to statistics of the Hanoi Stock Exchange, in 2024, there will be 13 issuing enterprises (excluding commercial banks) with outstanding loans on equity at the time of offering corporate bonds of over 5 times equity. Therefore, this regulation does not affect many enterprises and the entire market of issuing individual bonds.
To ensure the review of cases in progress of private corporate bond offerings that have submitted information disclosure content before the effective date of the Law, the Government proposes to supplement the provisions in the transitional provisions of the draft Law as follows: "For private corporate bond offerings that have submitted information disclosure content before the offering to the Stock Exchange before the effective date of this Law, they shall continue to be implemented in accordance with the provisions of the Enterprise Law No. 59/2020/QH14, which has been amended and supplemented by a number of articles under Law No. 03/2022/QH15".
In Notice No. 2001/TB-VPQH, the National Assembly Standing Committee agreed to add to the draft Law the regulation on the debt-to-equity ratio of 5 times as one of the conditions for issuing individual bonds of companies that are not public companies in order to increase the financial capacity of the issuing enterprise and limit the risks of corporate bond payment for both the issuing enterprise and investors.
The Law amending and supplementing a number of articles of the Law on Enterprises will take effect from July 1, 2025.
Source: https://baodaknong.vn/siet-dieu-kien-doanh-nghiep-duoc-phat-hanh-trai-phieu-rieng-le-255823.html
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