On 16 September 2022, the Government enacted Decree 65/2022/ND-CP to amend its existing regulations (Decree 153/2020/ND-CP) on the issuance of corporate bonds by private companies.
The amendments tighten the scope of investors that are eligible to subscribe to such bonds. Save for limited types of bonds (e.g. convertible bonds), Vietnamese law only allows professional securities investors to subscribe to and trade corporate bonds. The amendments now stipulate that individual investors may only subscribe to bonds if they have held listed securities with a value of at least VND 2 billion for at least 180 consecutive days.
The amendments also narrow the purpose for which bonds proceeds may be used. In particular, issuers are no longer permitted to use proceeds to increase their working capital or as contribution of capital to other enterprises.
Among other changes, the amendments will also impose more stringent periodic and extraordinary disclosure requirements on issuers.
