Amendments to Regulations on Issuance of Corporate Bonds (Decree 65/2022/ND-CP)
On 16 September 2022, the Government enacted Decree 65/2022/ND-CP to amend its existing regulations (Decree 153/2020/ND-CP) on the issuance of corporate bonds by private companies.
The amendments tighten the scope of investors that are eligible to subscribe to such bonds. Save for limited types of bonds (e.g. convertible bonds), Vietnamese law only allows professional securities investors to subscribe to and trade corporate bonds. The amendments now stipulate that individual investors may only subscribe to bonds if they have held listed securities with a value of at least VND 2 billion for at least 180 consecutive days.
The amendments also narrow the purpose for which bonds proceeds may be used. In particular, issuers are no longer permitted to use proceeds to increase their working capital or as contribution of capital to other enterprises.
Among other changes, the amendments will also impose more stringent periodic and extraordinary disclosure requirements on issuers.
Guidance on Data Localisation Requirements under Decree 53/2022/ND-CP
On 15 August 2022, the Government enacted the long-awaited Decree 53/2022/ND-CP (“Decree“) to guide the Law on Cybersecurity (which was passed back in 2018). The Decree, which came into effect from 1 October 2022, provides greater clarity on the companies that are required to comply with Vietnam’s data localisation requirements.
The Law on Cybersecurity required both domestic and overseas companies engaged in certain industries to localise their data. The Decree now clarifies that data localisation will be required for the following companies that collect, exploit, analyse and process the data of its service users (including personal information, data concerning users’ relationship and data created by them) (“User Data“):
- All domestic companies that engage in the provision of services on a telecoms network or the internet, or provision of value-added telecom services in cyberspace are required to localise the User Data.
- All foreign companies that conduct business activities in a regulated sector are required to localise the User Data on the request of the authorities if their services were used to violate cybersecurity laws, and the relevant state agency has notified the company of such violation and requested for cooperation prevention, investigation and remediation, and the company fails to comply. A regulated sector covers telecoms services, data storage and data sharing services in cyberspace, provision of national or international domain names to service users in Vietnam, e-commerce, online payment, payment intermediary, transport connection services via cyberspace, social networks and social media, online games, and services of providing, managing or operating other information in cyberspace in the form of messaging, voice call, video call, e-mail or online chat. In addition, these foreign companies may also be ordered to establish a branch or representative office in Vietnam.
New Regulations on Foreign NGOs in Vietnam under Decree 58/2022/ND-CP
In August 2022, the Government enacted Decree 58/2022/ND-CP (“Decree“) to guide the registration and management of operations of foreign non-government organisations (“NGOs“) in Vietnam. With effect from 1 November 2022, the decree will replace Decree 12/2012/ND-CP on the same subject.
The new Decree tightens the scope of what constitutes a foreign NGO, and now legislates that a foreign NGO only refers to organisations that receive funding from foreign countries. Such NGOs cannot raise funds from domestic sources.
The Decree also makes it clear as to the circumstances when the authorities may order an NGO’s operations to be suspended or terminated. Under the former decree, such circumstances were not defined, and opened the right of the authorities to order suspension or termination of the NGO’s operations by mere violation by the NGO of its operational licence.
Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice
