On September 25, 2026, the Minister of Finance issued Circular No. 138/2026/TT-BTC (“Circular 138”) guiding a number of articles of the Government's Decree No. 200/2026/ND-CP (“Decree 200”) dated June 5, 2026, regulating the offering and trading of private placement corporate bonds in the domestic market and the offering of corporate bonds to the international market.
Compared to previous regulations, the notable new points of Circular 138 include:
1. Supplementing the information disclosure mechanism when there is no outstanding bond balance
Circular 138 stipulates that the issuing enterprise must disclose information about having fully fulfilled its obligations to investors, including full payment of principal and interest, within 05 working days from the date the bond has no outstanding balance. This is considered the endpoint in the entire information disclosure obligation of a bond. The disclosed content must be sent directly to investors owning the bonds and the Hanoi Stock Exchange to be publicly posted in accordance with the prescribed form.
2. Clarifying the obligation to disclose the actual interest rate for bonds with floating interest rates
Circular 138 stipulates that the issuing enterprise must disclose the actual interest rate applied for the interest calculation period in cases where the bond has a floating interest rate or a combination of fixed and floating interest rates. Accordingly, the issuing enterprise is obliged to disclose information at least 01 working day before the time the enterprise fulfills its interest payment obligation. This information must be sent directly to two groups of recipients: (1) Investors currently owning bonds to grasp their rights, and (2) the Hanoi Stock Exchange for the purpose of transparency on the Corporate Bond Information Page. In addition, regarding form and content, the disclosure report must be standardized according to the Form issued together with Circular 138. Accordingly, the disclosure document requires enterprises to clarify three material groups of information:
+ First, bond identification information: Including bond code, par value, total issue value, term, along with issue date and maturity date.
+ Second, detailed information on interest rates: Requires clearly checking the type of interest rate (floating or combined), specifically defining the time milestone of the interest calculation period (from date... to date...), the actual interest rate applied for that interest calculation period (%/year), and making transparent the formula or method for determining this interest rate level.
+ Third, payment information: Clearly state the expected interest payment date and the payment method for investors.
3. More specific regulations on information disclosure for early redemption and bond swaps
Circular 76 stipulates that enterprises shall disclose information on early redemption and bond swaps in accordance with Decree 153 and provides an attached form.
Circular 138 provides more specific regulations on the timing and forms, specifically:
+ Disclosing information prior to the event to investors owning bonds at least 10 days before the redemption or swap date;
+ Disclosing information on implementation results to HNX no later than 10 days from the date of completion of the redemption or swap.
This is a matter that issuing enterprises need to pay special attention to during the implementation of plans to handle outstanding bonds.
4. Establishing a data sharing mechanism and enhancing the management responsibilities of localities
In order to synchronize state management work, Circular 138 establishes a direct information sharing mechanism from HNX's Corporate Bond Information Page to the State Securities Commission and Provincial People's Committees. This interconnected data system includes basic information about the issuance tranche, offering results along with all contents disclosed by the enterprise regarding finance, debt obligation payment, use of capital, and commitments.
Accordingly, for enterprises that are not public companies, securities companies, or securities investment fund management companies, the Provincial People's Committee will be responsible for receiving information and data to monitor and synthesize the situation. At the same time, when inspections, examinations, and handling of violations occur for enterprises in their managed territory, the Provincial People's Committee will be responsible for sending information to the Ministry of Finance to serve the comprehensive synthesis and evaluation of the macro market situation.
The private placement corporate bond management mechanism in Circular 138 is designed towards strengthening interconnectivity between specialized management agencies and local authorities to increase monitoring and supervision capacity, while ensuring timely and effective inspection and handling of violations.
Circular No. 138 takes effect from October 1, 2026, and simultaneously replaces Circular 30/2023/TT-BTC and Circular 76/2024/TT-BTC.
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