SEBON’s new debenture rules explained: Key provisions on corporate bonds, private placement and public issuance
Summary
SEBON has drafted new rules to modernize Nepal’s debenture market, expanding corporate bond issuance through private placement and public offers. The regulation sets stricter eligibility, credit rating, trustee and disclosure requirements while allowing green, social and sustainable bonds.
Key Points
- SEBON has opened the Debenture Registration and Issuance Regulation, 2026 for public feedback to replace rules in place since 2016.
- The draft aims to build a multi-product capital market and develop Nepal’s corporate bond segment.
- Companies will need audits, AGM approval, credit ratings, a debenture trustee and at least Rs 1 billion paid-up capital to issue debentures.
- The regulation sets separate rules for private circular issuance and public issuance, along with fees, investor limits and debt-to-equity caps.
