Vietnam’s corporate bond market faces tighter scrutiny under Decree 200, which took effect on June 5, 2026, enforcing stricter credit quality rules, leverage caps, and mandatory credit ratings for retail offerings while official data reveals that rated issuances accounted for just 1.6 percent of total volume in 2025.
Regulatory Overhaul and the Enforcement of Decree 200
Vietnam’s regulatory landscape for corporate debt has undergone a major shift with the implementation of Decree 200/2026/NĐ-CP, which took effect on June 5, 2026. The framework replaces previous regulations including Decree 153, while operationalizing amendments to the Law on Securities and the Enterprise Law. While maintaining the core principle that enterprises operate under self-borrow, self-pay, and self-responsibility rules, the new rules impose tighter financial requirements across the entire lifecycle of a bond.
Under the updated framework, unlisted companies face a strict leverage ceiling: their total liabilities cannot exceed five times equity based on consolidated financial statements. Furthermore, collateral rules have been overhauled. Companies are legally barred from using shares, stock, or capital contributions issued by themselves as collateral for their own bonds.
“Quy định này nhằm khắc phục tình trạng tài sản bảo đảm mang tính hình thức, khi giá trị tài sản có thể suy giảm cùng với năng lực tài chính của doanh nghiệp, qua đó nâng cao khả năng bảo vệ quyền lợi của trái chủ”
Nguyen Quang Thuân, Chairman of FiinGroup and FiinRatings, via Thoibao Taichinh Vietnam
In addition to leverage and collateral restrictions, the regulation narrows the permitted uses of bond proceeds. Issuers can no longer tap capital for broad, unspecified corporate purposes, restricting funds instead to approved investment projects, debt restructuring, or specialized activities sanctioned by law. Analysts at VIS Rating note that the regulation also helps complete the legal framework for the domestic debt market.
Credit Rating Adoption Remains Low Despite Expansion
Despite the implementation of stricter guidelines, official data from the Ministry of Finance shows that the domestic credit rating market remains in its early development phase. By the end of 2025, total market revenue for rating agencies reached approximately 62 tỷ đồng, marking a 20 percent increase compared to the prior year. However, the total value of corporate bonds issued with credit ratings reached roughly 10,2 nghìn tỷ đồng, representing just 1.6 percent of total issuance volume for the year.
Market participation is currently concentrated among five licensed rating providers: Saigon Ratings, FiinRatings, VIS Rating, S&I, and Thiên Minh. These firms maintain charter capital ranging from 26,875 tỷ đồng to 194,64 tỷ đồng. By the close of 2025, these five agencies had signed 228 service contracts, with the vast majority covering issuer ratings rather than specific debt instruments.
Ministry inspections revealed several operational shortcomings among the rating providers, including incomplete disclosure when clients switch or terminate contracts early, selection personnel issues, and inadequate risk management procedures. Agencies received formal written requests from the regulators to correct these deficiencies.
Market Activity and Sector Pressures in the Second Quarter
Primary issuance slowed during the second quarter of 2026 as tightening liquidity and macroeconomic pressures impacted corporate borrowers. Primary issuance volume for the quarter reached 223.000 tỷ đồng, representing an 8.5 percent decrease compared to the same period in the prior year. Bank issuances dropped significantly by 39.4 percent due to tightened liquidity conditions and regulatory liquidity limits. Conversely, real estate issuances expanded by 123 percent, driven primarily by a handful of large developers, with Techcom Securities (TCBS) capturing roughly half of the non-bank underwriting market share.
Yields and coupon rates climbed across the board. Banking sector coupons averaged 8.5 percent—an increase of 2.6 percentage points year-over-year—while real estate coupons averaged 11.5 percent, rising 0.8 percentage points. Default metrics showed some improvement, with the 12-month trailing default rate declining to 0.3 percent in the second quarter. Cumulative recovery rates on defaulted instruments rose to 47.7 percent, aided by recovery efforts from real estate firms such as Hưng Thịnh Quy Nhơn, Sunshine Housing, and Signo Land.
Accessing Professional Retail Investors and Protection Mandates
The updated rules fundamentally alter how corporate debt reaches individual investors. Under Decree 200, companies can distribute private placement bonds to professional individual investors only if the debt carries a credit rating alongside asset collateral or a full payment guarantee from a credit institution. Without a rating, offerings are restricted entirely to institutional investors.
This elevation of credit ratings from a situational requirement to an absolute prerequisite for retail distribution forces issuers to plan their funding strategies well in advance. Issuers targeting projects must publicly disclose comprehensive legal documentation, approval authorities, total investment figures, schedules, and project risks. Analysts note that these disclosure mandates elevate market transparency and provide investors with better risk evaluation tools.
Structural Obstacles and What Lies Ahead
Industry analysts point out that despite legal advancements, structural hurdles remain. The lack of a reliable yield curve makes risk-based pricing difficult. Because unrated issuances still comprise a substantial share of total volume, coupon rates often depend on bilateral negotiations rather than benchmarked risk tiers.
Comparing the local market to regional peers in Malaysia and Thailand, analysts highlight that mature markets utilize clear rating-based yield curves to differentiate capital costs. In contrast, domestic yield spreads between issuers with strong and weak credit profiles remain narrow, complicating risk assessment for buyers. Furthermore, the investor base lacks deep institutional participation, with insurance companies facing regulatory limits on investing in debt issued for debt restructuring, and pension fund allocations remaining strictly controlled.
As the market moves through the second half of 2026, primary issuance is expected to hold steady, driven primarily by non-bank entities seeking investment capital and refinancing. However, refinancing risks continue to mount for vulnerable property developers facing high interest rates and tight liquidity, leaving open the question of how quickly the market can transition toward true credit-driven pricing.
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