Draft decree revising private placement of corporate bonds expected in April 2026

The Ministry of Finance is finalizing a draft decree to revise regulations on the issuance of private corporate bonds, with the stated aims of increasing transparency, tightening market discipline, and meeting enterprises’ capital-raising needs. At a press conference on April 9, 2026, Deputy Chairman Hoang Hai of the State Securities Commission said that in 2025 the corporate bond market faced difficulties, with the number of participating enterprises and issuance sizes remaining modest.

Market performance and recovery signals

Hoang Hai said that after a restructuring phase, the market showed improvement, reflected in higher issuance volumes and fundraising compared with 2024. In 2026, the recovery trend became clearer: in the first quarter, the value of private placements rose about 2.1 times year-on-year, which the official linked to growing investor confidence and the effectiveness of management measures.

Draft decree: scope and regulatory focus

To restore and develop the corporate bond market, the Ministry of Finance is implementing a coordinated set of solutions covering both issuers and investors. On the supply side, the emphasis is on finalizing the legal framework for private corporate bond issuance. The overhaul is intended to cover the full lifecycle, from issuance and trading to investor management.

The Ministry is drafting a decree to replace Decrees 153/2020/ND-CP, 65/2022/ND-CP, and 08/2023/ND-CP on private corporate bond issuance. The draft is designed to clarify responsibilities of market participants, enhance transparency and information disclosure, and standardize conditions for professional investors.

Public offering direction and product development

For public offerings, the Ministry aims to promote issuances that are more transparent and standardized while expanding product types. In particular, project-linked bonds—especially those under public-private partnership (PPP) arrangements—are identified as a key development direction.

Hoang Hai also said that policy drafts have been prepared and will be opened for consultation in the near future.

Investor development and supporting policy measures

On the demand side, the Government and the Ministry of Finance are focusing on investor development, including strengthening the investor base. The Government recently issued Decree 85/2026/NĐ-CP, and the Ministry of Finance issued Circular 136/2025/TT-BTC amending Circular 98/2020/TT-BTC, which provides guidance on the operation and management of securities funds.

Hoang Hai noted that the changes focus on investment mandates for funds and adjusting investment limits to align with market development. The policies also aim to restructure investors toward greater participation by institutional investors, enabling funds to participate more deeply in the market and support market sustainability.

In addition, tax policies are being adjusted to be more favorable for investment funds, including private pension funds and securities funds, to encourage long-term participation in the capital market.

Authorities are also studying additional rules to encourage investment in rated bonds, which is expected to improve product quality and give investors a basis to assess risk.

Implementation timeline and additional market safeguards

Nguyen Duc Chi, Deputy Minister of Finance, said that under the plan, amendments to Decree 153/2020/ND-CP, Decree 65/2022/ND-CP, and Decree 08/2023/ND-CP on private corporate bond issuance will be enacted in April 2026 to meet enterprises’ capital needs.

Other supporting measures under consideration include strengthening financial safety criteria for securities companies and fund management firms, and allowing the use of FX hedging tools. The Deputy Minister said these steps are intended to increase market attractiveness, including for foreign investors.

Strategic rationale and risk-control emphasis

The Ministry of Finance said development of the corporate bond market is a strategic imperative because disruptions could significantly affect the ability of the market to provide capital to the economy, enterprises, and institutions. The Ministry is therefore focusing on building and completing a coherent legal framework covering all activities from issuance to distribution, trading, and investor management.

Management directions are also expected to differentiate among institutional investors, professional individual investors, and the general public. The Ministry cited the 2021–2022 volatility as a warning that risks rise when the market grows too quickly, and said current policies are designed to prioritize risk control and sustainable long-term development rather than growth at any cost.