On September 25, 2026, the Ministry of Finance of Vietnam issued Circular 138/2026/TT-BTC to guide the private placement and trading of corporate bonds in the domestic market. The regulation guides a number of articles of Decree No. 200/2026/ND-CP for issuing enterprises, investors, and intermediaries operating under Decree No. 200/2026/ND-CP.
Scope and application
The circular applies to joint stock companies and limited liability companies that privately place and trade in corporate bonds in the domestic market and offer corporate bonds to the international market. It also covers advisory organizations, underwriters, bondholders’ representatives, and depository or trading members at the Vietnam Exchange and the Hanoi Stock Exchange.
The Vietnam Securities Depository and Clearing Corporation manages the depository of privately placed bonds through book-entry or electronic data systems. These activities are part of the broader regulatory framework for securities registration, depository, clearing, and transaction settlement.
They must update this information within 10 days of a change and no later than five working days before the bond maturity date.
Trading and settlement rules
Transactions in privately placed corporate bonds take the form of outright transactions. The Hanoi Stock Exchange applies negotiated trading methods, which include electronic negotiation and conventional negotiation.
Trading members are responsible for entering orders into the trading system and ensuring clients have sufficient funds and bonds before transactions occur. Trading members must also retain and keep confidential clients’ accounts and trading records.
Information disclosure and reporting
Issuing enterprises must disclose information to bond-holding investors and the Hanoi Stock Exchange before bond offerings and during the life of the bonds. They must send disclosure contents to the Stock Exchange at least one working day before the projected date of organizing a bond tranche.
Periodic disclosure includes reports on the financial position, bond interest and principal payment, and the use of bond offering proceeds. Issuing enterprises must disclose these reports on a six-month and annual basis until bonds are no longer outstanding.
International market offerings
Disclosure contents shall follow the form provided in Appendix III issued together with this Circular.
Issuing enterprises shall carry out periodical and extraordinary information disclosure to the Stock Exchange under Article 37 of Decree No. 200/2026/ND-CP.