Issuing corporate bonds in Vietnam

The Vietnamese Government has issued a decree governing the issue of corporate bonds, which came into effect on 1 February 2019.

While the decree sets out increased disclosure obligations on bond issuers, it also introduces more relaxed conditions for bond issuance. In particular:

• The requirement for the issuer to have either one year of profitability (for domestic bonds) or three years of profitability (for international bonds) prior to the bond issue has been removed; instead, the issuer needs only to have approved financial statements for the year preceding the year of issue.
• The new decree no longer requires the issuer to have acquired a legal opinion or credit rating to offer bonds to foreign investors.
• All issuers (both credit and non-credit institutions) are able to directly offer bonds to investors without the involvement of a private placement agent.
• Bond issuers are now able to redeem or swap bonds before the maturity event to restructure/reduce their debts.

Also, the bond must be deposited at a licensed depositary member within 10 working days after completion of the bond issuance.

Finally, to promote environmental protection activities, the decree has introduced the "green bond". Green bonds are enterprise bonds that are issued for investment in authorised environmental protection projects.

The capital raised by an issuer from the issuance of a green corporate bond must be managed and kept separately from other capital raised by the issuer.

Decree No. 163/2018/ND-CP