New Regulations on the Offering and Trading of Private Corporate Bonds
The Minister of Finance has issued Circular No. 138/2026/TT-BTC providing guidance on certain provisions of Decree No. 200/2026/NĐ-CP, which regulates the offering, trading of private corporate bonds in the domestic market, and the offering of corporate bonds in the international market.
Circular No. 138/2026/TT-BTC specifies the following: registration, custody, exercise of rights, transfer of ownership, settlement of transactions, and organization of the market for trading privately placed corporate bonds in the domestic market; guidelines on information disclosure, notification procedures, reporting requirements, and mechanisms for sharing information and data regarding the offering and trading of privately placed corporate bonds in the domestic market and the issuance of corporate bonds in the international market.
Organization of Private Placements of Corporate Bonds
The Circular stipulates the organization of trading in privately placed corporate bonds. Accordingly, organizations are responsible for verifying the eligibility of investors participating in the purchase, trading, and transferring such bonds in accordance with the provisions of Clause 3, Article 9 of Decree No. 200/2026/ND-CP, ensuring that investors fall within the eligible categories for purchase, trading, and transfer as specified in Clause 1, Article 9 of Decree No. 200/2026/ND-CP before a trading member enters an order into the corporate bond trading system, except in cases carried out pursuant to a court judgment or decision that has taken legal effect, an arbitration award, or inheritance in accordance with the law.
Investors must open a securities trading account with a trading member to conduct transactions in individual corporate bonds. Before purchasing bonds, professional investors who are individuals must sign a written confirmation in accordance with Point d, Clause 4, Article 9 of Decree No. 200/2026/ND-CP.
If an investor already has a basic securities trading account opened with a member firm, the investor is permitted to use that securities trading account to trade privately placed corporate bonds. If an investor has opened a securities custody account at a custodian bank and a securities trading account at a securities firm, the investor may place an order to purchase privately placed corporate bonds, and the securities firm may execute the order to purchase privately placed corporate bonds upon confirmation from the depository bank that it accepts the investor’s payment request for the privately placed corporate bond transaction.
Trading members must standardize and publicly disclose the procedures for receiving and processing customer transactions at their headquarters, branches, and trading offices. The results of executed transactions must be reported to customers immediately after the transaction is executed in accordance with the procedures agreed upon with the customer. Trading members must provide monthly statements of cash and bond accounts or upon customer request.
Trading members must prioritize executing client orders over their own proprietary trading orders at the best possible execution price. The best possible execution price is the price requested by the client or a price better than the one requested by the client.
After a private corporate bond transaction is established and completed, the Hanoi Stock Exchange is responsible for providing transaction result information to the Vietnam Securities Depository and Clearing Corporation to facilitate the settlement of the private corporate bond transaction.
Private corporate bond transactions
The circular specifies that private corporate bond transactions are ordinary buy-sell transactions.
The Hanoi Stock Exchange applies the negotiated trading method on the private corporate bond trading system. The negotiated trading method on the private corporate bond trading system is conducted based on the principle that the parties to the transaction negotiate and agree on the terms of the transaction. A transaction under the negotiated trading method is established when the buyer or seller enters a trading order into the private corporate bond trading system and the counterparty confirms that order.
The negotiated trading method includes:
a) An electronic agreement is a form of transaction in which a trading member enters a firm buy or sell order into the system or selects suitable matching orders already entered into the system to execute the transaction;
b) Conventional negotiation is a form of trading in which the buyer and seller mutually agree on the terms of the transaction in advance and report the results to the over-the-counter corporate bond trading system to establish the transaction.
The Vietnam Stock Exchange has issued Operational Regulations to implement the supervision of individual corporate bond transactions on the individual corporate bond trading system in accordance with the provisions of Clause 2, Article 40 of Decree No. 200/2026/ND-CP.
Circular No. 138/2026/TT-BTC takes effect on October 1, 2026, and replaces Circular No. 30/2023/TT-BTC dated May 17, 2023, and Circular No. 76/2024/TT-BTC dated November 6, 2024./.