In this April 2023 edition, we provide an update on the new land decree on issuance of title documents for non-residential development such as condotel and officetel and the process for dealing with land after project expiry. We also provide a summary of key changes to corporate bond issuance.

1. ASIA COUNSEL INSIGHTS
April 2023
Asia Counsel Insights provide an overview
of the key trending legal and business
issues in Vietnam and how they may
impact your business. Please enjoy your
read.
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project land from the investor and
then lease out to the buyer of the
expired project property.
However, for the project land
allocated or leased with one-off rental
payment, it is uncertain whether the
State will allocate or lease out the
project land to the buyer of the
expired project property.
Conversion of Rice Cultivation and
Forest Land
Under the Land Law 2013, the
conversion of
• rice cultivation land to perennial
crops, forest, aquaculture or salt
production land;
• special-use or protected forest
land to land for other agricultural
purposes; and
• agricultural land to non-
agricultural land in general,
is subject to approval from the
competent authority.
Decree 10 sets out certain conditions
for the conversion of rice cultivation
land or special-use or protected forest
lands for other-purpose land for
project implementation.
New Land Decree
On 3 April 2023, the Government issued
Decree No. 10/2023/ND-CP amending
and supplementing a number of
articles on the Land Law (“Decree 10”),
which will take effect on 20 May 2023.
Decree 10 introduces certain new
regulations on title issuance for non-
residential property, project land
revocation and conversion of rice
cultivation and forest land.
Title for Non-Residential Property
Decree 10 supplements new
regulation on title issuance for non-
residential properties (e.g., condotel,
officetel) in certain development
project.
Non-residential properties will be
eligible to title issuance (ie pink book)
subject to review of the local
department of natural resources and
environment on the followings:
• Land use right certificate of the
project;
• Fulfillment of financial duties of the
project;
• Ground design drawings of the
project;
• Construction completion record
for the project to be put into use;
• List of properties in the development
including property name, land area,
common and private areas of each
property; and
• Title registration dossier of the buyer
as required by law, which is similar to
the registration dossier for residential
property.
It would be interesting to see when the
non-residential development projects
will be issued the title documents given
the bottleneck experienced by
residential development projects. It
would be sometime before the
regulations will treacle down to the
administrative level.
Expiry of Project Term
Upon expiry of the project term, the
investment registration authority or
investor will serve a notice to the local
department of natural resources and
environment to revoke the project land.
The investor is allowed to continue to use
the project land for additional 24 months
after the project term expiry to transfer
the project land and sell properties
thereon.
For the project land leased with annual
rental payment, the State will revoke the
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If you have any questions on any of the items discussed above, please do not hesitate to contact us.
Minh Duong
Managing Partner
E minh@asia-counsel.com
Asia Counsel Vietnam Law Company Limited, Unit 9.10, Level 9, Deutsches Haus, 33 Le Duan Boulevard, Ben Nghe Ward, District 1, Ho Chi Minh City
Ross Macleod
Partner
E ross@asia-counsel.com

2. ASIA COUNSEL INSIGHTS
April 2023
co-investing in bond with non-
professional securities investor.
Postpone new regulations on period of
bond offering and distribution
Decree 65 shortens (i) the period for
bond distribution from 90 to 30 days,
and (ii) total period for bonds offering
with multiple tranches from 12 months
to 6 months from the first offering.
However, Decree 08 has been
postponed the new period applicable
to bonds offering and distribution until
31 December 2023.
Change of terms and conditions of
corporate bonds
Both Decree 65 and Decree 08 provide
new regulations entitling the bond
issuer to change terms and conditions
of bonds, as follows:
• For bond issued from 16 September
2022 (i.e., the effective date of
Decree 153), terms and conditions of
bond can be changed, if such
change is approved by:
(i) the decision-making body of
the issuer; and
(ii) the bondholders holdings at
least 65% of the same type
bond in circulation.
• For bond issued before 16
September 2022, terms and
conditions of bond can be changed
if such change is approved by:
(i) the decision-making body of
the issuer; and
(ii) the bondholders holding at
least 65% of the same type of
bond in circulation,
provided that:
(a) term of issued bond cannot be
extended for more than two
additional years; and
(b) the issuer must fulfil its
obligations under the initially
disclosed issuance plan for
those bondholders who do not
agree with the change to terms
and conditions, regardless such
change is duly approved.
These conditions include:
• Possess an investment policy
approval or investment
registration certificate for the
relevant project;
• The project is suitable with land
use planning or annual land use
plan of the district level people’s
committee;
• An approved afforestation plan
and full payment of
afforestation compensation (in
case of forest land conversion);
• An approved land surface use
plan and full payment of the rice
cultivation development
compensation (in case of rice
cultivation land conversion);
and
• Obtained a preliminary and full
environment impact assessment
report (if applicable).
Decrees on Private Placement
of Corporate Bonds
The legal framework of private
placement of corporate bonds in the
domestic market is set out in Decree
No. 153/2020/ND-CP on private
placement and trading of corporate
bonds in the domestic market and
issuance of corporate bonds in the
international market (“Decree 153”)
which took effect from 1 January
2021. Decree 153 was amended by
Decree No. 65/2022/ND-CP effective
from 16 September 2022 (“Decree
65”), and Decree No. 08/2023/ND-CP
effective from 5 March 2023 (“Decree
08”). A summary of the amendments
is below.
Limited purpose for bond issuance
Decree 65 narrows the permitted
purposes of bond issuance, which no
longer allows the issuer to offer bonds
to improve working capital. The
following purposes are retained:
(i) Implementing investment
projects or investment plans of
the issuer;
(ii) Restructuring existing debts of the
issuer; or
(iii) Other purposes permitted by law.
Increase par value of corporate bonds
Decree 65 limits the investors entering
into the bond market by increasing the
par value of corporate bonds offered to
the domestic market. The par value of
bonds is now VND100,000,000 (c.
USD4,300) or a multiple of
VND100,000,000.
Early redemption of corporate bonds
Besides the cases of early redemption
set out in Decree 153, Decree 65 further
entitles the bondholders to request the
issuer for early redemption, if:
• the issuer violates (1) regulations on
offering and trading corporate
bonds, or (2) issuance plan; and
• such violation (a) cannot be
remedied, or (b) its remedy is not
approved by the bondholders
holding at least 65% of the same
type of bond in circulation.
However, early redemption upon
request of bondholders would not be
applicable if the corporate bonds are
revoked in accordance with a decision
of the competent authorities.
New restriction for bonds’ investors
The purchasers of the bonds must be
professional securities investors or
strategic investors. Decree 65 does not
change the requirements for the bond
purchasers but adds new requirements
for individual purchasers.
Accordingly, an individual must hold a
portfolio of listed securities valued at
least VND2billion as determined on the
daily average market value basis for a
period of 180 consecutive days prior to
confirmation as a professional securities
investor, i.e., a qualified bond purchaser.
Such confirmation is only valid for 3
months.
Nevertheless, Decree 08 has postponed
the effect of the new requirements until
31 December 2023.
In addition, Decree 65 also restricts the
investors from (i) selling bond to, or (ii)