01
Facts from primary sources
The Government issued Decree No. 318/2026/ND-CP on 12 August 2026. It took effect on the same date and governs specified treatment of interest-rate derivative contracts containing close-out netting provisions when an enterprise or cooperative enters rehabilitation or bankruptcy proceedings. The sources were checked on 17 August 2026.
The Decree addresses four areas: when enforcement of secured property is not stayed; when payment or set-off is not treated as void; when a contract in force is not suspended or terminated by the specified insolvency measures; and when obligations may be netted without first seeking the judge’s opinion.
It also contains a transition rule. The Decree applies to proceedings accepted by the court before 12 August 2026 where no bankruptcy declaration had yet been made, but it does not reopen a case in which bankruptcy had already been declared before that date.
02
Applicable rules
The scope is limited to interest-rate derivative contracts used to prevent or limit interest-rate risk under the rules governing interest-rate derivative products supplied by credit institutions and foreign bank branches. The framework should not be assumed to extend automatically to every foreign-exchange, commodity, securities or other derivative transaction.
Enforcement of collateral securing a qualifying contract is not stayed merely because the court accepts an application for rehabilitation or bankruptcy. The secured creditor must nevertheless provide information about the basis, asset, timing and place of enforcement when requested by the insolvency administrator, asset-management and liquidation enterprise or judge.
A payment or set-off under a qualifying close-out netting arrangement made during the six months preceding the decision to open bankruptcy proceedings is not void in the circumstances governed by the Decree. The parties must be able to produce the netting provision, timing information and supporting records or data.
A qualifying contract that remains in force when the application is accepted or bankruptcy proceedings are opened is excluded from the specified suspension measures. This does not resolve a dispute over formation, authority, validity or breach; the parties must still establish that the contract is valid and within the Decree’s scope.
After proceedings are opened, the parties may close out qualifying transactions with the same counterparty and calculate a single net asset difference without first reporting to the judge for an opinion. That calculation identifies the net exposure only. Payment of the resulting amount remains subject to Vietnamese rehabilitation and bankruptcy law.
03
THALEX view
In THALEX’s view, the principal value of Decree 318 is greater predictability in counterparty-risk assessment. Calculating one net exposure can reflect the economic position more accurately than treating each payment obligation as a separate gross claim.
That protection still depends on the contract and the evidence. A workable arrangement should identify the covered transactions, termination event, valuation time and method, currency and conversion rate, interaction with collateral, data sources and the process for resolving a valuation disagreement.
Cross-border arrangements require an additional review of governing law, dispute jurisdiction, recognition and enforcement, and the interaction between the chosen contractual framework and mandatory Vietnamese insolvency rules.
04
Limits of reliance
Decree 318 does not create a general netting regime for every derivative product and does not automatically validate every contractual provision labelled as netting. Application depends on the product, supplier, contract, transaction date, validity, security and procedural stage.
Netting after the opening of bankruptcy proceedings determines the single net difference. It does not itself grant an immediate right to receive that amount outside the statutory insolvency process.