Private Corporate Bond Issuance in Vietnam: Step-by-Step Guide (Updated 2025)
- Vinex Official
- Apr 19
- 3 min read
Updated: May 22
Issuing private corporate bonds is an effective method of raising capital, but it also carries legal risks if businesses do not fully understand the process and regulatory requirements. This article provides a detailed walkthrough — from eligibility conditions and required documents to registration, depository procedures, and disclosure obligations — to help you avoid costly mistakes that could damage your reputation or result in penalties.
Case Study: TPBank – A Small Mistake, A Big Lesson
On April 18, 2025, the State Securities Commission (SSC) of Vietnam announced an administrative penalty against Tien Phong Commercial Joint Stock Bank (TPBank), totaling VND 92.5 million.
TPBank failed to register and deposit two bond codes on time, as required by law.
While the fine seems minor, it delivers a strong warning to businesses issuing private bonds:
👉 One small mistake in the process could lead to legal consequences and damage your financial reputation.
Why is this considered serious? From a legal perspective, private corporate bond issuance is subject to strict regulations. TPBank’s violation was in breach of Article 16, Clause 2 of Decree 153/2020/NĐ-CP, and is subject to a fine of VND 70–100 million under Article 10, Clause 3, Point b of Decree 156/2020/NĐ-CP, amended by Decree 128/2021/NĐ-CP.
Step-by-Step Guide to the Private Bond Issuance Process in Vietnam (2025)
Step 1: Prepare Legal Documents & Check Eligibility
Issuer Conditions:
Must be a joint-stock company or limited liability company (LLC) operating for at least 1 year.
No overdue debts at the time of issuance.
Have an approved issuance plan by the Board of Directors/Members' Council/General Meeting of Shareholders.
Required Documents:
Resolution/Decision approving the bond issuance plan
Most recent audited financial statement
Business registration documents (Enterprise License, Charter, ID/Passport of legal representative, etc.)
Bond information disclosure form (per template)
Capital usage and debt repayment plan
Step 2: Pre-Issuance Disclosure
Before selling bonds, companies must publicly disclose information on:
The company’s official website
The Stock Exchange (HOSE or HNX)
🕐 Timing: At least 1 business day before the issuance begins.
Step 3: Bond Issuance & Fund Collection
Companies may only issue bonds to professional investors (as defined by the Securities Law) with certified eligibility.
✔️ Sign bond purchase contracts
✔️ Receive investor funds
✔️ Issue physical or electronic bond certificates
⏳ Note: Bonds must be registered and deposited at VSDC within 10 working days after issuance is completed.
Step 4: Register & Deposit Bonds with VSDC
Send the following documents to Vietnam Securities Depository and Clearing Corporation (VSDC):
Application for bond deposit
Copies of bond purchase agreements
List of bondholders
Confirmation of fund transfers
Company legal documents
📍 Purpose of depositing bonds:
Enhance transparency
Manage principal & interest payments
Enable secondary market trading (if applicable)
Step 5: Post-Issuance Disclosure
Within 10 business days after issuance, companies must:
Submit issuance result reports to the Stock Exchange
Update the company’s website
For multiple-issuance rounds: submit semi-annual capital usage reports to the SSC
The private bond issuance process is not overly complicated, but it requires businesses to follow all steps thoroughly, in the correct order, and in full compliance with legal regulations.
Mistakes like TPBank’s serve as costly lessons, highlighting that overlooking legal procedures can lead to serious consequences.
👉 If you're a finance professional, legal advisor, or business leader — make sure to stay updated and strictly follow the private bond issuance process to maximize fundraising opportunities and maintain market trust.
Source: dantri.com.vn
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