Starting from July 1, 2023, Circular 30/2023/TT-BTC (“Circular 30”), which provides guidance on the registration, depository procedures, rights exercise, ownership transfer, transaction payments, and organization of the trading market for private placement corporate bonds in the domestic market, will officially take effect. This circular was issued by the Ministry of Finance on May 17, 2023.

As indicated by its title, Circular 30 outlines the process for registering the trading of private placement corporate bonds through the Private Placement Corporate Bond Trading System (administered by the Hanoi Stock Exchange). Additionally, it covers the payment of private placement corporate bonds through the Transactional Payment System for Private Placement Corporate Bonds, which is organized by the Vietnam Securities Depository and Clearing Corporation (VSDC). This corporation acts as a settlement bank and involves various stakeholders.

Circular 30 also provides some exceptions for the Private Placement Corporate Bonds that are not traded through the Private Placement Corporate Bond Trading System but are eligible to be carried out the transfer of ownership at VSDC, specifically:

• Bondholder’s donation or inheritance of private placement corporate bonds in compliance with the provisions of the Civil Code.
• Bond issuer’s division, separation, merger, or acquisition of enterprises; reorganization of public non-business units; dissolution of enterprises; dissolution of business households.
• Transfer of ownership pursuant to a court’s judgment, an arbitrator’s decision, or enforcement authorities’ rulings.
• Transfer of ownership due to the treatment of collateral assets represented by private placement corporate bonds registered with VSDC and subject to blockage to secure the performance of obligations in security transactions according to the provisions of point c, clause 1, Article 23 of Circular 119/2020/TT-BTC.
• Transfer of ownership of private placement corporate bonds arising from the division of marital property between spouses, one of which is the bondholder.
• Transfer of ownership of private placement corporate bonds during the division, separation, merger, acquisition, or dissolution of a securities investment fund; establishment and increase of charter capital of private securities investment companies; increase or decrease of the charter capital of member funds; funds obtained from the resale of open-ended funds using private placement corporate bonds.
• Transfer of ownership of private placement corporate bonds arising from actions carried out by the issuing company in accordance with Article 1 of Decree No. 08/2023/ND-CP where payments of bond principal and interests shall be under terms and conditions of bonds or agreements with bondholders.

Accordingly, although bond transactions above are made due to compliance with specialized law or other relevant regulations, VSDC accepts carrying out the transfer of ownership provided that such privately-placed bonds are registered at VSDC. 

Please note that Circular 30 will solely govern the registration, depository procedures, rights exercise, ownership transfer, transaction payments, and organization of the trading market for private placement corporate bonds in the domestic market, starting from the effective date of Decree 153.