On June 17, 2025, the Law amending and supplementing a number of articles of the Law on Enterprises was passed by the National Assembly , which stipulates that non-public enterprises issuing private bonds must have liabilities (including the value of the bonds expected to be issued) not exceeding 5 times the owner's equity.
Talking to Bond Highlights Newsletter No. 6/2025 , Ms. Pham Thi Thanh Tam - Deputy Director of the Department of Financial Institutions - Ministry of Finance provided more notable contents surrounding this new regulation.
The Deputy Director of the Department of Financial Institutions said that the private corporate bond market has grown rapidly in recent times. Along with that, a number of violations of the law have affected the development of the market and investor confidence. In essence, private corporate bonds are a risky financial product and are only suitable for investors with financial capacity, knowledge, investment experience and the ability to analyze risks.
Based on the current market situation and on the assessment of the market situation, the Ministry of Finance has submitted to the Government and reported to the National Assembly to amend the provisions of the Securities Law and the Enterprise Law related to the content of individual corporate bonds. In which, the provision on the Debt/Equity ratio not exceeding 5 times for issuing enterprises that are not public companies is added to limit the risk of bond payment for issuing enterprises and investors, requiring issuing enterprises to ensure financial capacity when issuing individual corporate bonds to raise capital.
“The new regulations in the Law amending the Law on Enterprises, together with the regulations in the Law amending the Law on Securities on individual corporate bonds, aim to develop a safe, public, transparent and sustainable corporate bond market, creating favorable conditions for enterprises to mobilize bond capital while still protecting the legitimate rights and interests of investors,” Ms. Pham Thi Thanh Tam affirmed.
According to the Deputy Director, the Ministry of Finance has consulted with ministries, consulted with market members and carefully considered the above regulation. In essence, the regulation that the debt-to-equity ratio does not exceed 5 times does not affect the access to capital of enterprises and does not affect the ability of enterprises to mobilize capital. In addition to the channel of issuing individual corporate bonds, enterprises can also mobilize capital through other channels such as issuing shares on the stock market or borrowing from banks. Enterprises with good financial capacity can completely choose different capital mobilization methods to mobilize capital for production and business development.
Strengthening mechanisms and policies on corporate bonds
In recent times, the Ministry of Finance has focused on perfecting the legal framework, strengthening management and supervision, and regularly disseminating and educating the law to issuers, investors, and service providers. Therefore, the Ministry of Finance hopes that, in parallel with perfecting the legal framework, issuers, investors, and service providers always comply with legal regulations when participating in capital mobilization in the corporate bond market and join hands to build a safe, public, transparent, and sustainable Vietnamese corporate bond market.
The leader of the Department of Financial Institutions added that, based on the provisions of the amended Securities Law and the amended Enterprise Law, the Ministry of Finance is currently coordinating with ministries and branches to develop and submit to the Government 4 policy mechanisms:
The first is the Decree amending Decree 155 on the issuance of corporate bonds to the public.
The second is the Decree amending Decree 153 on private offering and trading of corporate bonds in the spirit of the amended Securities Law and the amended Enterprise Law.
Third is the Decree regulating administrative sanctions for violations in the securities sector, which adds penalty levels and penalty acts to strictly punish violations related to individual corporate bonds.
Fourthly, the Decree replaces Decree 88/2014 on credit rating to improve the quality of credit rating enterprises and strengthen management and supervision of credit rating service provision activities in the market.
Ms. Pham Thi Thanh Tam hopes that: "With a synchronous legal framework from the law level to the Government's decree, it will create a platform for businesses to mobilize capital in the stock market and bond market in a public and transparent manner, and create conditions for businesses to mobilize capital to develop production and business, serving the goal of economic growth."
Source: https://baodautu.vn/tang-cuong-chinh-sach-nang-cao-chat-luong-thi-truong-trai-phieu-doanh-nghiep-d309300.html
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