Context: The private corporate bond market after the 2022–2023 crisis does not return to its old shape: the new framework is designed so private bonds reach only investors who understand the risk, instead of being sold as a form of high-interest deposit to the public.
Legal Basis and How It Applies
The current framework for privately placed corporate bonds comprises the Securities Law 54/2019/QH14 (amended by Law 56/2024/QH15), Decree 153/2020/ND-CP on private corporate bond offering and trading as amended by Decree 65/2022/ND-CP and transitionally adjusted by Decree 08/2023/ND-CP. The new framework’s pillars: issuers must meet conditions on audited financial statements, no overdue debts and full pre-issuance disclosure; buyers must be professional securities investors meeting statutory criteria and verified before trading; bonds must be centrally deposited and registered for trading on the private-bond system at HNX within the statutory period after issuance.
The two market-discipline mechanisms tightened most are credit ratings and the responsibility of advising and distributing organisations. Ratings by licensed agencies are mandatory in statutory cases and a condition for some institutional investors to buy; issuance advisers and distribution agents must appraise issuance conditions and answer for the file within their scope, ending the ‘sell for others, answer for nothing’ era. For good issuers, this tightened frame is actually an opportunity: the funding cost of a transparent, rated, on-time-paying issuer separates from the market’s general risk level — the market is recovering selectively in exactly this direction.
Application in Practice and Common Pitfalls
A company planning to issue again should prepare at least two reporting periods ahead: clean audits, definitive settlement of overdue debts on its statements, and a disclosure file built to the standard of the previous issuance instead of rebuilt from scratch each time. Under the new framework, an on-time payment history on old bond issues is the cheapest pricing asset a company can accumulate.
Action Checklist
The steps below turn the analysis above into concrete work:
- First, test your own situation against this ground: The current framework for privately placed corporate bonds comprises the Securities Law 54/2019/QH14 (amended by Law 56/2024/QH15), Decree 153/2020/ND-CP on private corporate bond offering and trading as amended by Decree 65/2022/ND-CP and transitionally adjusted by Decree 08/2023/ND-CP.
- Record the application point specific to this case instead of copying conclusions from another case: The two market-discipline mechanisms tightened most are credit ratings and the responsibility of advising and distributing organisations.
- Prepare the evidence and file relating to the following point before dealing with authorities or partners: A company planning to issue again should prepare at least two reporting periods ahead: clean audits, definitive settlement of overdue debts on its statements, and a disclosure file built to the standard of the previous issuance instead of rebuilt from scratch each time. Under the new framework, an on-time payment history on old bond issues is the cheapest pricing asset a company can accumulate.
- Answer the question clients ask most directly with this conclusion, and keep it on file: Under Decree 153/2020/ND-CP as amended by Decree 65/2022/ND-CP: audited financial statements, no overdue debts, pre-issuance disclosure, a capital-use and payment-capacity plan, plus central depository and trading registration at HNX after issuance. A company failing the conditions may not offer, even to familiar investors.
Frequently Asked Questions
What are the latest conditions for private bond issuance?
Under Decree 153/2020/ND-CP as amended by Decree 65/2022/ND-CP: audited financial statements, no overdue debts, pre-issuance disclosure, a capital-use and payment-capacity plan, plus central depository and trading registration at HNX after issuance. A company failing the conditions may not offer, even to familiar investors.
What are the criteria for a professional investor?
A professional investor must meet statutory criteria on financial capacity or expertise (securities portfolio held, income, or institutional status by group) and be verified by a securities company before purchase. The criteria’s purpose is to ensure buyers understand and can bear private-bond capital-loss risk.
Is a credit rating mandatory?
Mandatory in statutory cases under the current framework, and a practical condition for reaching institutional investors. Even where an issuance is not yet in the mandatory group, a good independent credit rating remains the most effective cost-of-capital reducer for a transparent issuer.
Is there room for good companies to issue again?
Yes, and that is the designed recovery direction: the market selects transparent issuers with on-time payment history and credit ratings. Good companies earn rates detached from the general risk level, while weak companies no longer have the door of selling to non-professional investors as before the crisis.
This article has been quality-reviewed by the FLAW AI Legal Council