June, 2026 Newsletter
July 31st, 2026
The new regulations on private placement and trading of corporate bonds
On June 5th, 2026, the Government issued Decree No. 200/2026/ND-CP regulating the private placement and trading of corporate bonds in the domestic market and the offering of corporate bonds to the international market. This Decree refines the legal framework for private placements of corporate bonds, addresses practical obstacles that have arisen, enhances market transparency and protects the lawful rights and interests of investors. Accordingly, new regulations on the private placement and trading of corporate bonds are introduced as follows:
a) Purpose of private corporate bonds issuance:
- Executing investment projects under the forms of investment set out in the Law on Investment 2025;
- Restructuring the issuer’s own debts; or
- Other issuance purposes prescribed by specialised laws.
b) Management and use of private corporate bond proceeds:
- The capital raised from bond issuances must be tracked separately by the enterprises to ensure that funds are used and managed strictly in accordance with the disclosed issuance plan and information provided to investors.
- The regulations have been amended to allow enterprises to use funds raised from bond issuance to deposit in banks or purchase certificates of deposit during the period before the scheduled disbursement.
c) Principal terms and conditions of private corporate bonds:
(i) Term of bonds: Decided by the issuing enterprise for each offering tranche based on its capital requirements.
(ii) Issuance value: Decided by the issuing enterprise for each offering tranche based on its purpose and capital requirements, in compliance with regulations.
(iii) Currency of issuance and payment of bonds: Vietnamese Dong (for bonds offered in the domestic market); or foreign currency in accordance with the regulations of the issuance market and the regulations of foreign exchange management (for bonds offered in the international market).
(iv) Face value of bonds: The face value shall be VND 100,000,000 or a multiple of VND 100,000,000 (for bonds offered in the domestic market); or the face value shall be determined in compliance with the regulations of the issuance market (for bonds offered in the international market).
(v) Form of bonds: Certificates, book entries or electronic data.
(vi) Nominal interest rate of bonds: May be determined on one of the following bases: Fixed interest rate for the entire tenor, floating interest rate or a combination of fixed and floating interest rates.
(vii) Bonds type: Decided by the issuing enterprise in accordance with the regulations of laws.
(viii) Payment method for principal and interest of bonds: Decided by the issuing enterprise based on its capital requirements and market practices of the issuance market to be disclosed to investors prior to the bond offering.
d) Amendments to the terms, conditions and purpose of issuance of private corporate bonds:
Enterprises are permitted to amend the terms and conditions of bonds and the purpose of bonds issuance when all the following requirements are met:
(i) Obtaining approval from competent authorities;
(ii) Receiving consent from bondholders representing at least 65% of the total outstanding bonds of the same class; and
(iii) Completing the early redemption of bonds for bondholders who do not consent to the amendments to the bond terms and conditions or the issuance purpose specified in the issuance plan.
e) Procedures for private placement of corporate bonds:
The conditions, dossiers, processes and procedures for offerings based on 02 types of enterprises:
(i) Enterprises that are public companies, securities companies or securities investment fund management companies;
(ii) Enterprises that are not public companies, securities companies or securities investment fund management companies.
The general provisions on construction contracts
On June 15th, 2026, the Government issued Decree No. 210/2026/NĐ-CP guiding the Law on Construction regarding construction contracts (“Decree 210”). Accordingly, the Decree 210 outlines a number of notable general regulations on construction contracts as follows:
a) Parties to a construction contract:
- The employer is an organisation or individual that enters into a construction contract with the contractor to perform all or part of the work in a construction activity.
- The contractor is an organisation, individual or a combination of organisations and individuals that enters into a construction contract with the employer to perform all or part of the work in a construction activity.
The employer and the contractor may enter into the construction contract directly or authorise another individual or legal entity to do so in accordance with the law.
b) Basis for signing a construction contract:
(i) The bases for signing a construction contract include: legal grounds; requirements on the scope and content of the work to be performed and the result of contractor selection (if any); the outcome of negotiation and finalisation of the contract (if any) and other relevant documents;
(ii) For EPC, EC, and EP contracts: in addition to the bases in section (i), the approved design basis or FEED design must also be included;
(iii) For turnkey contracts: in addition to the bases in section (i), the project implementation task, the investment policy (if any), and the approved pre-feasibility study report (if any) must also be included.
c) Information to be stated in a construction contract:
- Type of contract, contract number, name of the work, name of the bid package, name of the project (if any), construction site, and the bases for signing the contract;
- Business name of the contracting parties, their representatives, business registration address or transaction address, tax code, enterprise registration certificate (if any), account numbers, telephone, fax, email, time and place of signing the contract, and other relevant information;
- Where the contractor is a joint venture, the full details of all joint venture members must be stated in accordance with the law, clearly identifying the lead member of the joint venture.
d) Supplements the mechanism for handling arising situations:
- Elaborating provisions on amending, suspending, and terminating construction contracts; on securing performance of obligations; and on payment, final accounts, and contract liquidation;
- Adding a contractual management mechanism in the event of force majeure or a fundamental change of circumstances;
- Providing a separate contractual management regime for special public investment projects, emergency or urgent works, and projects that apply or pilot new construction technologies or new materials for which national standards are not yet available.
Amendments and supplements to certain regulations on sales promotion activities
On June 26th, 2026, the Government issued Decree No. 239/2026/ND-CP amending and supplementing a number of articles of Decree No. 81/2018/ND-CP dated May 22nd, 2018 detailing the Law on Commerce regarding trade promotion activities, as amended and supplemented by Decree No. 128/2024/ND-CP dated October 10th, 2024. Accordingly, several notable amendments are as follows:
a) Amendments and supplements to the regulations on goods and services eligible for promotion and goods and services used for promotion:
- Goods and services eligible for promotion and goods and services used for promotion do not include wines, lottery, cigarettes, breast milk substitutes, prescription drugs (except where the promotion is conducted for drug traders), medical examination and treatment services provided by public healthcare facilities, educational services provided by public educational institutions and public vocational education institutions, goods and services prohibited from circulation in Vietnam, and goods and services prohibited from being promoted.
- Money may be used as promotional goods or services, except in the case of promotional activities conducted in the forms prescribed under Articles 8, 10 and 11 of Decree No. 81/2018/ND-CP.
b) Clarification of regulations applicable to games of chance promotional programs, specifically:
- The determination of prize winners must be conducted publicly in accordance with the published rules, with the direct or online witnessing of customers, and must be recorded in written minutes.
- A prize without a winner is defined as a prize remaining at the end of the prize-awarding period, excluding cases where the prize is awarded after the expiry of such period due to force majeure events or objective obstacles as prescribed by law.
c) Amendments and supplements to the regulations regarding the procedure for Notification of promotional activities, specifically:
- Notification of promotional activities: A trader shall carry out the administrative procedure for notifying promotional activities to all Departments of Industry and Trade where the promotion is conducted (within the localities where the promotional program is implemented) prior to implementing a promotional program in the form of “selling goods or providing services accompanied by contest entry forms for customers to select prize winners based on announced rules and prizes (or other equivalent forms of organizing contests and awarding prizes)”, except where (i) the total value of prizes and gifts is less than VND 100 million, or (ii) the promotional program is conducted solely through e-commerce trading platforms, e-commerce trading platform applications, online promotional websites, or online promotional applications.
- Timeline for implementation: at least 03 working days prior to the implementation of the promotion.
- Methods of implementation: A trader may choose to submit the notification via (i) public postal services, by engaging the services of an enterprise or an individual, or through an authorized representative in accordance with the law; or (ii) online via the National Public Service Portal.
The mechanism for direct power trading and trading surplus electricity output effective from June 26th, 2026
On June 26th, 2026, the Government issued Decree No. 243/2026/ND-CP amending and supplementing a number of articles of Decree No. 57/2025/ND-CP dated March 3rd, 2025 regulating the mechanism for direct power trading between renewable energy power generation units and large electricity consumers, and Decree No. 58/2025/ND-CP dated March 3rd, 2025 detailing a number of articles of the Law on Electricity regarding the development of renewable energy and new energy. Accordingly:
1) Amendments to Decree No. 57/2025/ND-CP on the mechanism for direct power trading are as follows:
a) Direct power trading means the purchase and sale of electricity conducted between renewable energy power generation units, large electricity consumers, and electricity retailers in the model zones and clusters through the following methods:
(i) Direct power trading through a dedicated connection grid: is the activity of concluding power trading agreements and receiving electricity directly through a dedicated connection grid between renewable energy power generation units, large electricity consumers, and electricity retailers in the model zones and clusters in accordance with Chapter II of Decree No. 57/2025/ND-CP, including electricity trading activities between:
- Renewable energy power generation units and large electricity consumers;
- Renewable energy power generation units and electricity retailers in the model zones and clusters;
- Electricity retailers in the model zones, clusters and large electricity consumers, where such electricity retailers invest in renewable energy generation sources to directly supply electricity to large electricity consumers.
(ii) Direct power trading through the national power grid: is the activity of concluding power trading agreements and the delivery of electricity between renewable energy generation units, large electricity consumers, electricity retailers in the model zones and clusters (excluding urban areas and free trade zones), and related units in accordance with Chapter III of Decree No. 57/2025/ND-CP, including:
- Renewable energy generation units sell all electricity generated on the spot electricity market of the competitive wholesale electricity market;
- Large electricity consumers, electricity retailers in the model zones and clusters (excluding urban areas and free trade zones) enters into an electricity forward contract with renewable energy generation units;
- Large electricity consumers, electricity retailers in the model zones and clusters (excluding urban areas and free trade zones) enter into a power purchase and sale contract with the Power Corporation or the Power Company.
b) Large electricity consumers and electricity retailers in the model zones and clusters who conduct direct power trading as prescribed in sections (1) and (2) above may enter into power purchase and sale contracts with the Power Corporation or the Power Company to purchase electricity for their consumption needs in accordance with other relevant laws.
2) Amendments to Decree No. 58/2025/ND-CP on the mechanism for trading surplus electricity output are as follows:
- The sale and purchase of surplus electricity output shall be subject to mutual agreement between the parties but must not exceed 50% of the electricity output generated at the output point of the rooftop solar power source based on radiation intensity (as stipulated in Decree No. 58/2025/ND-CP, this ratio was 20%).
- The Decree also adds a mechanism allowing the parties to agree on the sale and purchase of surplus electricity output at a ratio higher than 50% until December 31st, 2030, provided that the power grid at the connection area ensures the capacity to receive such electricity, and that the sale and purchase of surplus electricity output meet the conditions for safe grid operation and the operating method of the power system as prescribed.
Extend the deadline for paying value-added tax, corporate income tax, personal income tax and land rent in 2026
On June 27th, 2026, the Government issued Decree No. 245/2026/ND-CP (“Decree 245”) on extending the deadline for paying value added tax (“VAT”), corporate income tax (“CIT”), personal income tax (“PIT”) and land rent in 2026. To ensure the timely implementation of the Decree 245 of the Government, the Tax Department issued Official Telegram No. 14/CD-CT on June 27th, 2026, requesting Heads of tax agencies to direct the implementation, dissemination and promotion of Decree 245 to tax officials, taxpayers and to prepare necessary conditions for its enforcement. Some contents to note are as follows:
a) Entities eligible for extension:
- Enterprises, organizations (including branches and dependent units that perform separate VAT and CIT declarations with the directly managing tax authorities), households, individuals, business households, business individuals, operating production and business activities in the economic sectors, fields specified in Appendix I issued attached to Decree 245 and having an arising amount of VAT, CIT, PIT or land rent belonging to the extended periods under the regulations in section b below;
- Small and micro enterprises, including branches and dependent units that perform separate VAT and CIT declarations with the directly managing tax authorities, having an arising amount of VAT, CIT, PIT or land rent belonging to the extended periods under the regulations in section b below.
b) Duration of extension:
(i) For the VAT amount (including the allocated VAT amount, the VAT amount payable upon each occurrence) and for the PIT amount of business households, business individuals: a maximum of 05 months, specifically as follows:
- The tax period of May 2026: no later than November 20th, 2026;
- The tax periods of June, July, August and September 2026: no later than December 21st, 2026;
- The tax period of the second quarter of 2026: no later than November 2nd, 2026;
- The tax period of the third quarter of 2026: no later than December 30th, 2026.
This regulation does not apply to VAT amount at the importation stage.
(ii) For the provisional CIT payment amount of:
- The second quarter of 2026: 03 months, no later than November 2nd, 2026;
- The third quarter of 2026: 02 months, no later than December 30th, 2026.
(iii) For 50% of the arising land rent amount payable in 2026 (which is the land rent amount payable for the first period of 2026) of taxpayers who are directly leased land by the State under a Decision or Contract of a competent state agency in the form of annual land rent payments: 05 months, no later than November 2nd, 2026.
This regulation also applies even if the taxpayer has multiple land lease Decisions, Contracts directly by the State and is engaged in various production and business activities, including the economic sectors, fields specified in Appendix I issued attached to Decree 245.
c) Procedure for application for extension: Taxpayers shall submit the Application for tax, land rent payment extension to the directly managing tax authorities once for the entire amount of tax, land rent incurred in the tax periods eligible for extension, no later than November 2nd, 2026.
d) Effective date: Decree 245 is effective from the date of signing until the end of December 30th, 2026. After the extension period, the deadlines for paying taxes and land rent shall be implemented according to the provisions of the law on tax administration.
Mandatory traceability regulations for high-risk products and goods from July 1st, 2026
On June 11th, 2026, the Ministry of Industry and Trade issued Circular No. 31/2026/TT-BCT (“Circular 31”) providing for the traceability of products and goods under the management scope of the Ministry of Industry and Trade. Accordingly, Circular 31 mandates that traders implement traceability for high-risk products and goods, and takes effect from July 1st, 2026. Below are the main contents to note:
a) Principles applicable to product and goods traceability:
- Mandatory application for high-risk products and goods under the management scope of the Ministry of Industry and Trade;
- Encouraged application for other products and goods of which the traceability is voluntarily implemented by traders.
b) Implementation roadmap:
Traders must implement identification and traceability for products and goods before putting such products and goods into circulation on the market according to the following roadmap:
(i) Phase 1: Product identification
From the date on which Circular 31 takes effect, traders shall register an account, receive product identification codes and verify information for products.
(ii) Phase 2: Traceability for products and goods
From January 1st, 2027, the trader must fully implement traceability before putting products and goods into circulation on the market. In which:
- Traders, when declaring traceability for products and goods circulating domestically, shall be responsible for declaring at least the following information:
· Name of products and goods;
· Origin of products and goods;
· Images of products and goods;
· Name of the production and business entity;
· Address of the production and business entity;
· Traceability code (if any);
· Critical tracking events and event times in the supply chain according to National Standard TCVN 12850 or the GS1 Global Traceability Standard);
· Brand, trademark, batch/lot number or serial number of products and goods (if any);
· Expiry date of products and goods (if any);
· Applied national standards, national technical regulations, international standards, regional standards and in-house standards.
For imported goods, in addition to the above-mentioned information, traders must declare the following additional information:
· Name, address and tax code of the importing entity;
· Information on the official distributor in Vietnam (if any).
- Products and goods shall be declared for traceability on the internal Traceability System of the trader and/or have their information updated on the Goods Traceability System of the Ministry of Industry and Trade (at: https://verigoods.vn) before being put into circulation on the market.
(iii) Traders that are newly established or start production and business activities after January 1st, 2027 must fully implement the regulations on traceability under Circular 31 immediately upon commencing operations.
c) Transitional provisions:
- Traders that have built and operated a traceability system before July 1st, 2026 may continue to apply it.
- Before January 1st, 2027, traders shall review, update and supplement requirements on identification, data structure and connectivity to ensure system compatibility with the Goods Traceability System of the Ministry of Industry and Trade.
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This newsletter is for general information on relevant matters. This should not be treated as our professional advice. Should you need further information on the matter or professional assistance for your specific cases, please contact us.
Thanks and Best regards.