On 5 June 2026, the Government issued Decree 200/2026/ND-CP on private corporate bond offerings — fully replacing three earlier decrees: 153/2020, 65/2022, and 08/2023. This is the most comprehensive overhaul of the private bond framework after a turbulent market period. This article analyzes the seven key changes, provides an old-vs-new comparison table, and assesses the impact on issuers and investors.
The New Framework: Decree 200/2026/ND-CP
- Decree 200/2026/ND-CP (issued 5/6/2026): governs private corporate bond offerings, replacing Decrees 153/2020/ND-CP, 65/2022/ND-CP, and 08/2023/ND-CP.
- Do not cite the three old decrees as current authority.
- Statutory framework: Securities Law 54/2019/QH14 (amended by Law 56/2024/QH15, effective 1/1/2025).
Seven Key Changes
1. Two issuer groups
Decree 200/2026 divides issuers into two groups with different offering conditions — tighter for higher-risk issuers, a clear departure from the old “one size fits all” framework.
2. Tighter rules for professional individual investors
The most significant change:
- Professional individual investors may only buy convertible bonds of public companies, securities companies, and fund management companies.
- For other bond types: a credit rating is mandatory, together with collateral or a credit-institution guarantee.
The policy message is clear: individual investors should access private bonds only with protective “cushions” — independent ratings and collateral/guarantees.
3. Collateral: no more “self-grown” security
Collateral must secure the entire principal and may not be the issuer’s own shares, bonds, or equity interests. This shuts down the practice of securing one’s own bonds with one’s own securities — the circular risk structure behind major past fallout.
4. Leverage cap: total debt ≤ 5x equity
Total liabilities (including the planned bond issuance) must not exceed 5 times owner’s equity. Exceptions: state-owned enterprises, real estate project bonds, credit institutions, insurers.
5. Use of proceeds tied to investment projects
Bond proceeds must be tied to investment projects (cross-reference Investment Law 143/2025/QH15) — curbing vague fundraising and circular debt refinancing.
6. Term changes: ≥65% bondholder approval + buyback of dissenters
Changing the use of proceeds or bond terms requires:
- A decision by the issuer’s competent authority;
- Approval by ≥65% of bondholders (by value);
- Early buyback for dissenting bondholders.
The “buy back dissenters” mechanism protects minority investors — a notable improvement.
7. Ministry of Finance policy direction
Decree 200/2026 signals the policy direction: developing the corporate bond market toward transparency, professionalism, and investor protection — especially for individuals — while preserving a medium/long-term funding channel for qualifying enterprises.
Comparison: Old (153/2020) → New (200/2026)
| Item | Old framework (Decree 153/2020 as amended) | New framework (Decree 200/2026) |
|---|---|---|
| Governing instruments | Three overlapping decrees (153/2020, 65/2022, 08/2023) | One unified decree, fully replacing the old |
| Professional individual investors | Relatively broad access to private bonds | Only convertible bonds of public/securities/fund-management companies; others need rating + collateral/guarantee |
| Collateral | No outright ban on the issuer’s own securities as collateral | Ban on the issuer’s own shares/bonds/equity as collateral |
| Leverage cap | No general 5x equity cap | Total debt ≤ 5x equity (with exceptions) |
| Term changes | Weaker minority-investor protection | ≥65% approval + early buyback of dissenters |
Impact on Issuers
- Higher compliance costs: credit ratings, collateral, more transparent dossiers.
- Narrower funding channel for highly leveraged issuers or those without independent collateral.
- Forced professionalization: qualifying issuers gain access to institutional investors at better funding costs.
Impact on Investors
- Individual investors: better protected (mandatory rating + collateral/guarantee) but fewer product choices.
- Institutional/professional investors: a more transparent market with lower systemic risk.
- Existing bondholders: the ≥65% + dissenter-buyback mechanism strengthens bargaining power when issuers seek term changes.
Pre-Issuance Checklist
- ☐ Determine which issuer group the company falls into under Decree 200/2026.
- ☐ Check leverage: total debt (including planned bonds) ≤ 5x equity?
- ☐ Prepare independent collateral (not the company’s own securities) or a credit-institution guarantee.
- ☐ Obtain a credit rating if targeting professional individual investors.
- ☐ Tie use of proceeds to a specific investment project.
- ☐ Review whether outstanding bond terms need adjustment under the new framework.
Disclaimer: Analysis of Decree 200/2026/ND-CP (issued 5/6/2026) and Securities Law 54/2019/QH14 (amended by Law 56/2024/QH15), as of publication. Decree 200/2026 is new — detailed guidance may continue to be issued; please check the latest texts before applying. This article is not investment advice.
Content reviewed by the FLAW AI Legal Council — an AI council with the mindset of seasoned lawyers. This is not the opinion of a human lawyer and does not replace direct legal advice.
This article has been reviewed by the QA Council.
For advice on bond issuance or compliance review under Decree 200/2026, please contact FLAT Law Firm.
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