In which cases is it allowed to transfer the ownership of private corporate bonds without going through the trading system in Vietnam?

In which cases is it allowed to transfer the ownership of private corporate bonds without going through the trading system in Vietnam?

According to Article 9 of Circular 30/2023/TT-BTC, the cases in which the Vietnam Securities Depository and Clearing Corporation (VSD) is allowed to transfer ownership of registered private corporate bonds without going through the trading system include:

- Gifting or inheritance of private corporate bonds in accordance with the Civil Code in 2015

- Division, merger, consolidation, or acquisition of businesses; reorganization of public service units; dissolution of businesses, dissolution of households in accordance with the Law on Enterprise in 2020 and other relevant laws and regulations;

- Transfer of ownership under a court judgment, decision, arbitration award, or decision of the enforcement agency;

- Transfer of ownership due to the disposal of secured assets, which are registered private corporate bonds at VSD and are frozen in accordance with the provisions of Point c, Clause 1, Article 23 of Circular 119/2020/TT-BTC;

- Transfer of ownership of private corporate bonds due to the division of common property of spouses during marriage in accordance with the Law on Marriage and Family in 2014;

- Transfer of ownership of private corporate bonds when implementing the division, merger, consolidation, or liquidation of securities investment funds; establishment, increase of charter capital of private securities investment companies; increase, decrease of charter capital of member funds; payment by private corporate bonds in the buyback activities of open-end funds;

- Transfer of ownership of private corporate bonds arising when the issuer implements the provisions of Article 1 of Decree 08/2023/NĐ-CP.

In which cases is it allowed to transfer the ownership of private corporate bonds without going through the trading system in Vietnam? - Source: Internet

What is the deadline for a domestic private corporate bond issuer to register its bonds in Vietnam?

Clause 1 Article 15 of Decree 153/2020/NĐ-CP (amended by Clause 12, Article 1 of Decree 65/2022/NĐ-CP) provides for the registration and custody of bonds as follows:

Registration and custody of bonds

1. A company issuing private corporate bonds must register the bonds with the Vietnam Securities Depository and Clearing Corporation (VSD) within the following periods:

a) 5 working days from the date on which the State Securities Commission notifies that it has received the report on the results of the issuance of convertible bonds, bonds with warrants of public companies, securities companies, and securities investment fund management companies.

b) 05 working days from the date on which the issuer publishes information on the results of the issuance in accordance with Clause 20 of this Decree for cases not included in Clause a of this Clause.

c) When registering bonds with VSD, the issuer must submit the list of bondholders and bear full legal responsibility for ensuring that the list of bondholders meets the requirements for the purchase of corporate bonds under the provisions of this Decree and the regulations of the securities law.

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Thus, a company issuing private corporate bonds in Vietnam must register the bonds within the following periods:

- 5 working days from the date on which the State Securities Commission (SSC) notifies that it has received the report on the results of the issuance of convertible bonds, bonds with warrants of public companies, securities companies, and securities investment fund management companies.

- 5 working days from the date on which the issuer publishes information on the results of the issuance for cases not included in the above regulations.

In which cases is the registration of bond trading in Vietnam canceled?

Clause 4 Article 16 of Decree 153/2020/NĐ-CP (amended by Clause 13, Article 1 of Decree 65/2022/NĐ-CP) provides cases in which the registration of bond trading in Vietnam is canceled:

- The bond matures or the issuer fully converts, repurchases, or exchanges all bonds before maturity;

- The issuer of the bond is revoked its business registration certificate or license to establish and operate in a specialized field;

- The securities exchange discovers that the issuer of the bond has forged registration documents for trading, forged documents for changing registration for trading;

- The issuer of the bond ceases to exist due to dissolution or bankruptcy or the implementation of corporate division or separation.

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