Issuing individual bonds is an important capital mobilization channel for enterprises, including Foreign Direct Invested enterprise (FDI). However, in the context of tightening management of the bond market, new regulations issued from 2023 and updated in 2024 have set more stringent conditions. This article analyzes the new conditions and specific impacts on capital mobilization activities of FDI enterprises in Viet Nam.
1. Concept of Corporate Bonds
Legal basis: Clause 1, Article 4, Decree 153/2020/ND-CP
“Corporate bonds” is a type of security with a term of 01 year or more issued by an enterprise, confirming the legal rights and interests of the owner to a part of the debt of the issuing enterprise.
2. Conditions for issuing individual bonds
From July 1, 2025, non-public enterprises wishing to raise capital through the private bond channel will have to meet stricter financial criteria. The enterprise must ensure that its total liabilities, including the value of the bonds to be issued, do not exceed five times its equity based on the audited financial statements of the previous year.
3. Individual bond purchasers
Legal basis: Clause 1, Article 8, Decree 153/2020/ND-CP (amended and supplemented by Decree 65/2022/ND-CP).
Enterprises may issue domestic private bonds only to professional securities investors.
Thus, FDI enterprises wishing to raise capital through private bonds in Vietnam must find investors who meet the standards of financial capacity or investment portfolio as prescribed by law.
4. New regulations on bond par value
CSPL: Clause 4, Article 1, Decree 65/2022/ND-CP
– Before Decree 65/2022: The face value of individual corporate bonds is 100,000 VND or multiples of 100,000 VND.
– After Decree 65/2022 (current):
+ Bonds offered in the domestic market: Face value is 100,000,000 VND (one hundred million VND) or multiples of 100 million VND.
+ Bonds offered in the international market: Face value is implemented according to regulations in the issuing market.
→ Thus: The face value of individual corporate bonds in the domestic market has increased from 100,000 VND to 100,000,000 VND → increase 1,000 times.
5. Regulations on early bond redemption
Legal basis: Clause 3, Article 7, Decree 65/2022/ND-CP
Decree 65/2022/ND-CP stipulates that individual corporate bonds can be repurchased before maturity in two forms:
(1) According to the agreement between the issuing enterprise and the investor;
(2) Compulsory buyback at investor’s request:
+ In addition, the issuance plan may also stipulate specific cases of repurchase. In case of bond revocation according to the decision of the competent authority, the provisions on repurchase at the request of the investor will not apply.
+ Enterprises that violate bond offering laws and fail to obtain approval from at least 65% of bondholders for remediation may face penalties.
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6. Obligation to disclose extraordinary information
Legal basis: Article 22 of Decree 153/2020/ND-CP, Clause 17, Article 16 of Decree 65/2022/ND-CP.
Enterprises issuing individual bonds must disclose unusual information within 24 hours of the occurrence of one of the following events:
- Partially or completely suspending business activities, suspending operations or revoking the Business Registration Certificate; when there is a Decision on reorganization or conversion of the enterprise;
- There is a change in information content compared to the information announced when offering bonds, affecting the ability to repay interest and principal of bonds.
- Change the terms and conditions of issued bonds, change the representative of bond owners.
- Must buy back bonds before maturity.
- Upon receiving a decision from a competent authority on administrative sanctions for violations in the field of securities and the securities market or being handled for violations of the law according to regulations.
7. Impact on FDI enterprises
- The new regulations help to make capital mobilization transparent, improve financial management, reduce legal risks and increase corporate reputation, thereby contributing to the development of a sustainable capital market.
- In addition, The new regulations pose a series of technical and legal barriers for foreign-invested enterprises, specifically:
| Content | Impact on FDI enterprises |
| Debt to equity ratio is limited | New businesses with small capital scales find it difficult to issue large volumes of bonds. |
| For sale to professional investors only | Limited bond distribution channels, difficult to access domestic investors. |
| Public and transparent information disclosure | Putting pressure on accounting and financial capacity, especially for FDI enterprises with unstable legal records. |
| Limit on capital use | Not flexible in using bond capital for internal financing or investment in affiliated companies. |
The tightening of conditions for issuing individual bonds under Decree 65/2022/ND-CP contributes to market transparency and investor protection, but also poses many challenges for businesses, especially FDI enterprises. To mobilize capital effectively and comply with the law, businesses need to carefully prepare legal documents, financial capacity and a clear capital usage plan from the beginning.
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