Decision 1392 Gives Hybrid Bond Issuers a Formal SSC Registration Path

Vietnam's capital markets regulator now has a formal administrative workflow for two hybrid instruments that have long occupied a procedural grey zone. Decision No. 1392/QD-BTC, issued by the Ministry of Finance on 7 June 2026 and effective the same day, establishes two new procedures under the State Securities Commission: registration for private placements of convertible bonds and bonds with warrants, and an application process for offerings to international markets by public companies, securities companies, and fund management companies. Both run on a 7-working-day processing clock from receipt of a complete dossier, and both carry zero fees.

Why This Matters Now#

Vietnam's corporate bond market is still absorbing three years of successive tightening that followed the Tan Hoang Minh and Van Thinh Phat collapses. Decree 65/2022 and Decree 08/2023 tightened issuance conditions. The New Securities Law (Law 150/2024/QH15) went further, formalising mandatory Vietnam Securities Depository and Clearing Corporation (VSDC) registration for all corporate bonds — including private placements — for the first time. Decree 306/2025/ND-CP, which took effect 9 January 2026, stiffened penalties for private placement violations.

Decision 1392 is the procedural instrument that translates those legislative mandates into an operational workflow. The specific article in Law 150 or its implementing decrees that mandates these particular procedures is not identified in the available primary source — issuers should confirm the authorising provision directly. What is clear is that the SSC now has a defined checklist and a time commitment, where previously it had neither for these instruments.

Separately, a draft revised decree on private corporate bonds has been circulating since at least late 2025, with the MoF targeting Government submission in 2026. Whether that decree has been enacted and how it interacts with Decision 1392 is unconfirmed at the time of writing — compliance officers should monitor for its release.

Two Procedures, One Clock#

Procedure 1 — Private placement of convertible bonds and bonds with warrants. These are hybrid instruments sitting at the intersection of debt and equity: convertible bonds (trái phiếu chuyển đổi) carry the right to convert into shares; bonds with warrants (trái phiếu kèm chứng quyền) attach a separate right to subscribe for shares. Both can materially affect a company's ownership structure, which explains the regulatory attention.

The required dossier includes:

• Offering registration application
• General Meeting of Shareholders and Board of Directors resolutions approving the issuance
• A plan to comply with foreign ownership limits
• A cross-ownership compliance commitment
• Confirmation of a blocked account opened to receive bond purchase proceeds
• Other relevant contracts

Procedure 2 — Offering bonds to the international market. Public companies, securities companies, and fund management companies seeking to access offshore debt markets must file:

• An issuance plan approved by the competent authority
• SBV confirmation of the foreign commercial borrowing limit
• Financial statements prepared to IFRS or the standard of the target foreign market
• Financial safety ratio compliance documentation
• The offering registration dossier for the target foreign market

Dossiers may be submitted directly to the SSC, through public postal services, or online via the National Public Service Portal.

The Two Requirements That Will Drive the Most Compliance Work#

Blocked Account Confirmation#

The requirement to confirm the opening of a blocked account for bond proceeds is not administrative form-filling. It is a direct structural response to how the 2022-2023 scandals unfolded: issuers raised capital through private placements, then directed funds to purposes unrelated to the stated project before completion. A blocked account — where proceeds are held until deployment conditions are met — removes that flexibility. Issuers who previously managed bond proceeds through general operating accounts will need to restructure their treasury arrangements before filing.

Cross-Ownership Compliance Commitment#

Vietnam's post-scandal reforms have targeted circular ownership structures: companies issuing bonds whose proceeds flow back to entities that effectively control them, or whose convertible features could entrench concentrated shareholding. The requirement here is a formal commitment, not merely a certification — the distinction matters legally, as a commitment creates an ongoing obligation enforceable after issuance. For closely held companies and conglomerate subsidiaries, demonstrating clean ownership lines will require more than a box-check.

The foreign ownership limit compliance plan adds a third layer of complexity for entities with mixed domestic and foreign shareholding, particularly those operating within or adjacent to the VIFC zone.

What This Means for the VIFC#

The international bond offering procedure is directly relevant to the VIFC's capital markets ambitions. Securities companies and fund management companies — including VIFC-zone entities like TCBS, HSC, and DNSE, which are building out the VIFC's capital markets distribution layer — now have a defined administrative pathway to access international debt markets. The SBV coordination step embedded in that procedure (the foreign commercial borrowing limit confirmation) means any international issuance requires alignment between the MoF/SSC and the SBV — a sequencing consideration for deal timelines.

For VIFC-domiciled fund managers eyeing international capital raising, Decision 1392 removes one layer of procedural uncertainty. It does not resolve the broader questions about market depth and secondary liquidity that remain central to the VIFC's development trajectory. The 278% rise in real estate bond issuance in early 2026 — concentrated in three conglomerates — illustrates that primary market activity is recovering, but structural concentration risks persist. Formalising the registration process for hybrid instruments incrementally improves primary-market transparency, which is a precondition for secondary liquidity, but not a guarantee of it.

The 7-Day Clock: Fast, but Gated#

The 7-working-day processing timeline is notably tight by Vietnamese administrative standards. It signals that the SSC intends to function as a fast checkpoint — one that reviews completeness and compliance, not one that exercises broad discretion over issuance merits. The corollary is that incomplete dossiers will be returned rather than queued: the clock runs only from receipt of a complete and valid dossier. In practice, the quality of the initial submission determines the effective timeline. Whether the SSC has the internal capacity to consistently meet the 7-day commitment across a recovering bond market is not yet validated by implementation track record.

What Comes Next#

Three things to monitor:

1. The revised decree on private corporate bonds. Once enacted, it will sit above Decision 1392 in the hierarchy and may alter some dossier requirements or introduce additional conditions. The MoF has been finalising this for Government submission — its release will be the more consequential regulatory event for the private bond market.

2. VSDC registration implementation in practice. Law 150's mandate for VSDC registration of private placement bonds is now matched by a procedural pathway at the SSC. The operational question — how the SSC registration and VSDC deposit steps sequence in a live transaction — will become clearer as the first dossiers are filed and processed.

3. Blocked account mechanics. The Decision specifies confirmation of a blocked account, but does not name the custodian or escrow conditions. Market participants should expect implementing guidance — or clarification through early transaction practice — on what "confirmation" requires from the depository bank.

For compliance officers and issuers planning hybrid bond issuances in the second half of 2026, Decision 1392 provides the clearest procedural map the SSC has yet published for these instruments. The dossier stack is not trivial, but it is now defined.

This article was last updated on 11 June 2026. We will update it as the revised decree on private corporate bonds is enacted and as further SSC guidance on blocked account mechanics is issued.