New Rules on Private Corporate Bond Offerings under Law 76/2025/QH15
Contents
- 1. Overview
- 2. Key new points
- 3. Practical impact on businesses
- 4. Action items and timing
- 5. Open points to monitor
- 6. Frequently asked questions
- 7. Language versions
- 8. References
1. Overview
Law No. 76/2025/QH15 amending the Law on Enterprises was passed on 17/6/2025 and took effect on 01/7/2025. Alongside the much-discussed beneficial owner rules, it adds an important chapter on private bond offerings by joint-stock companies that are not public companies (amending Article 128).
Context: after a hot phase of private corporate bond issuance accompanied by violations, the legislature tightened two main "valves" — the issuer's financial capacity and the quality of eligible investors. Any business planning private bond fundraising from H2/2025 onward must master this instrument.
2. Key new points
2.1 Debt cap: no more than 5x owner's equity
The headline change: new point c1, clause 3, Article 128 — the issuer must satisfy the condition that payables (including the planned bond value) do not exceed 5 times owner's equity per the audited financial statements of the year preceding the issuance year.
Exemptions: state-owned enterprises; issuers funding real estate projects; credit institutions; insurers, reinsurers, insurance brokers; securities companies; securities investment fund managers — under their relevant laws.
Meaning: a leverage "valve". Thinly capitalized businesses wanting large private bond funding are stopped at the issuance gate, instead of pushing risk onto investors as before.
2.2 Tighter conditions for individual investors
The law cross-refers to securities law (clauses 1a, 1b, Article 11 of the Law on Securities as added by Law 56/2024/QH15): for non-public companies, all private bonds — straight, convertible, with warrants — offered to individual investors must carry a credit rating and collateral, or a credit rating plus a full principal-and-interest payment guarantee.
For public companies, securities companies and fund managers: individual participation in private convertible bonds follows the private share-placement regime (strategic and professional investors); but straight/with-warrant bonds still require rating + security/guarantee.
Meaning: small retail investors are effectively shut out of unrated, unsecured private bonds — the investor-protection spirit after recent market incidents.
2.3 Clarifying professional securities investors
Amended point b, clause 2, Article 128: professional securities investors buying, trading or transferring private bonds follow securities law — unifying the Law on Enterprises with the Law on Securities.
2.4 Transitional provisions
Private corporate bond offerings whose pre-offering disclosure was filed with the Stock Exchange before 01/7/2025 continue under the 2020 Law on Enterprises (as amended by Law 03/2022/QH15) — no retroactive application of the new conditions.
3. Practical impact on businesses
- Thinly capitalized issuers: must recalculate private bond capacity under the ≤5x debt-to-equity formula on audited statements. To issue more, raise equity first (charter capital increase, retained earnings) or switch fundraising channels.
- Real estate issuers: exempt from the 5x cap — but not "free": other conditions still apply amid tightened market supervision.
- Individual investors: the door to non-public companies' private bonds narrows sharply — only rated + secured/guaranteed tranches remain.
- Advisors and issuing agents: heavier duties in verifying issuance conditions and investor classification; errors may trigger legal liability.
4. Action items and timing
- ☐ Review now all private bond issuance plans through end-2026 against the 5x cap on audited statements of the preceding year.
- ☐ Re-segment target investors: if targeting individuals, ensure the tranche meets rating + collateral/guarantee requirements.
- ☐ Tranches disclosed before 01/7/2025: keep full evidence of the disclosure filing date with the Stock Exchange to claim transitional treatment.
- ☐ Monitor the guiding decree on private corporate bonds (being finalized) for detailed procedures.
5. Open points to monitor
- The detailed decree on private corporate bond offering and trading (draft consulted) — when issued, it may add procedures and duties of service providers (advisors, agents, depositories).
- How "payables" is computed for the 5x cap in complex group structures (intra-group debt, cross guarantees) — awaiting detailed guidance.
- Practical application of the rating condition: Vietnam's recognized credit-rating capacity remains limited versus market demand.
6. Frequently asked questions
What is Law 76/2025/QH15 and when is it effective? The Law amending the Law on Enterprises, passed 17/6/2025, effective 01/7/2025. It adds private bond offering rules for non-public joint-stock companies (Article 128).
Who does the 5x equity debt cap apply to? Non-public JSCs offering bonds privately: payables (including planned bond value) ≤ 5x owner's equity per prior-year audited statements. Exemptions: SOEs, real-estate-project issuers, credit institutions, insurers/reinsurers/brokers, securities companies, fund managers.
When can individual investors buy private bonds? For non-public companies: all private bonds offered to individuals must carry a credit rating plus collateral, or a rating plus a full principal-and-interest guarantee.
What about offerings already underway before 01/7/2025? Disclosures filed with the Stock Exchange before 01/7/2025 continue under the 2020 Law on Enterprises (amended by Law 03/2022/QH15) — no retroactivity.
Need an issuance-eligibility review for a specific deal? Contact FLAT Law Firm.
7. Language versions
8. References
- Law No. 76/2025/QH15 amending the Law on Enterprises (passed 17/6/2025, effective 01/7/2025).
- Law on Securities (amended by Law No. 56/2024/QH15).
- Decree 245/2025/ND-CP (effective 11/9/2025) — public-offering reference.
- Content cross-checked via thuvienphapluat.vn, luatvietnam.vn at the time of writing (28/9/2026).
