Handbook | Detailed Guide to Borrowing, Applying for, and Reporting on Foreign Loans

Loans that must be registered with the State Bank include:

1. Medium and long-term foreign loans.

2. Short-term loans with extended principal repayment periods where the total loan term exceeds one year.

3. Short-term loans without an extension agreement but with outstanding principal (including compounded interest) at the time of one year from the date of the first disbursement, except in cases where the borrower has fully repaid the aforementioned outstanding principal. within 30 working days from the time exactly one year since the first withdrawal of funds.

(Previously, Circular 03/2016/TT-NHNN stipulated: except in cases where the borrower has completed repayment of the loan) during the period of 10 (ten) days from the time exactly 01 (one) year from the date of the first withdrawal of capital).

The borrower registers or registers changes to the loan, including:

1. The borrower enters into a foreign loan agreement with a lender who is a non-resident.

2. The organization is directly responsible for repaying the principal in cases where a credit institution or foreign bank branch signs a loan entrustment contract with a non-resident principal.

3. The party obligated to repay debt under debt instruments issued outside the territory of Vietnam to non-residents.

4. The lessee in a financial lease contract with the lessor is a non-resident.

5. Organizations inheriting the debt repayment obligations of foreign loans subject to registration or registration changes as prescribed in this Circular, in cases where the borrower is currently undertaking a foreign loan and undergoes division, separation, merger, or acquisition.

1. Prepare the Application Form for a Foreign Loan Not Guaranteed by the Government:

a) In cases where the borrower has already declared loan information on the website before submitting the foreign loan application: the borrower prints the application form from the website, signs it, and stamps it;

b) In cases where the borrower does not declare loan information on the website before submitting the application: the borrower shall complete the Foreign Loan Application Form according to Appendix 01 issued with this Circular.

2. Deadline for submitting applications:

The borrower shall submit one set of foreign loan registration documents to the competent authority for registration confirmation as prescribed in Article 20 of this Circular within the following timeframe:

a) 30 working days from the date of signing the medium- and long-term foreign loan agreement;

b) 30 working days from the date of signing the agreement to extend a short-term foreign loan to a medium or long-term loan for loans specified in Clause 2, Article 11 of this Circular, provided that the date of signing the extension agreement is within one year from the date of the first disbursement;

c) 30 working days from the date the borrower is granted the Certificate of Business Registration, the License for Establishment and Operation under specialized laws, the date of signing the investment contract under the public-private partnership method (PPP contract), or the date the parties sign the foreign loan agreement to convert the investment preparation funds into loan capital (whichever date comes later), applicable to foreign loans arising from the conversion of investment preparation funds of projects that have been granted Investment Registration Certificates into foreign loan capital.

d) 60 working days from the one-year mark since the first withdrawal of funds for:

Loans stipulated in Clause 2, Article 11 of this Circular where the extension agreement is signed one year after the date of the first disbursement; and

The loan is regulated under Clause 3, Article 11 of this Circular.

3. The State Bank of Vietnam shall issue a written confirmation or rejection of the loan application (stating the reasons) within the following timeframe:

a) 12 working days from the date of receipt of complete and valid documents from the borrower in cases where the borrower has declared loan information on the website;

b) 15 working days from the date of receipt of complete and valid documents from the borrower in cases where the borrower does not declare loan information on the website;

c) 45 working days from the date of receipt of complete and valid documents from the borrower in the case of loans in Vietnamese Dong that must be reviewed and approved by the Governor of the State Bank of Vietnam as stipulated in Clause 3, Article 20 of this Circular.

4. The competent authority responsible for confirming the registration and registration of changes to foreign loans as stipulated in Article 20 of this Circular shall have the following responsibilities:

a) Verify the consistency and accuracy of the loan application documents against the information declared on the website; update the application processing status on the website so that borrowers can track it promptly, especially if borrowers have declared loan information on the website before submitting their foreign loan application;

b) Enter the relevant loan information on the website to generate a loan code and store the information in the database of foreign loans and repayments of enterprises not guaranteed by the Government, in cases where the borrower does not declare loan information on the website before submitting the foreign loan application; update the application processing status on the website so that the borrower can monitor it in a timely manner.

5. For loans denominated in Vietnamese Dong, authorization from the Governor of the State Bank of Vietnam is required in accordance with current laws on foreign borrowing conditions. The loan registration procedure also serves as the procedure for requesting the Governor of the State Bank of Vietnam to consider and approve the loan; the confirmation document for loan registration also serves as the approval document for the loan from the Governor of the State Bank of Vietnam.

1. Loan application form as prescribed in Clause 1, Article 15 of this Circular.

2. Copies of the borrower's legal documents: Establishment license, Business registration certificate, Cooperative registration certificate, Union of Cooperatives registration certificate and any amendments or supplements (if any) or other equivalent documents.

3. Copies or original documents proving the purpose of the loan, including:

a) For loans to implement investment projects: Investment certificate, Investment registration certificate, or Decision approving the investment policy in accordance with the law on investment and other relevant current legal regulations;

b) For loans used for other production and business plans that are not investment projects: The plan for using foreign loan capital must be approved by the competent authority in accordance with the Law on Investment, the Law on Enterprises and the enterprise charter, the Law on Cooperatives and the cooperative charter, and other relevant legal documents;

c) For loans to restructure the borrower's foreign debt: The plan for restructuring the borrower's foreign debt must be approved by the competent authority in accordance with the Law on Enterprises and the enterprise's charter, the Law on Cooperatives and the cooperative's charter, and other relevant legal documents;

d) For loans stipulated in Clauses 2 and 3 of Article 11 of this Circular: Report on the use of the initial short-term foreign loan that meets the regulations on short-term foreign loan conditions (accompanied by supporting documents such as the borrower's plan for using foreign loan capital, and the plan for restructuring foreign debt);

e) The dossier components specified in points a, b, and c of this Clause do not apply to loans of state-owned commercial banks where the State Bank of Vietnam is the representative owner and which have been approved by the State Bank of Vietnam in accordance with regulations on the management and use of state capital in enterprises.

4. Foreign language copies and Vietnamese translations of foreign loan agreements and agreements to extend short-term loans to medium or long-term loans (if any).

5. A copy in a foreign language and a Vietnamese translation of the guarantee document (guarantee letter, guarantee contract, or other form of guarantee commitment) in case the loan is guaranteed.

6. A copy of the document from the competent authority approving or accepting the foreign loan in accordance with the law on the assignment and delegation of rights, responsibilities, and obligations of the state owner and the state owner's representative agency as stipulated in the regulations on the management and use of state capital in enterprises for the borrower being a state-owned enterprise (not applicable to loans from commercial banks where the State Bank of Vietnam is the state owner's representative agency and which have been approved or accepted by the State Bank of Vietnam in accordance with the regulations on the management and use of state capital in enterprises).

7. Report on compliance with the State Bank of Vietnam's regulations on limits and safety ratios in the operations of credit institutions and branches of foreign banks, as stipulated in the regulations on self-borrowing and self-repaying foreign loans, at the end of the three months preceding the date of signing the loan agreement to the end of the month preceding the submission of the complete foreign loan application dossier, using the form prescribed in Appendix 2 issued with this Circular, or provide documentation proving non-compliance with legal regulations on credit limits and safety ratios approved by the Prime Minister or the Governor of the State Bank of Vietnam (if any) for the borrower, which is a credit institution or branch of a foreign bank.

8. Confirmation from the account service provider regarding the status of fund withdrawals and repayments (principal and interest) up to the time of loan application (applicable to borrowers who open foreign loan and repayment accounts at the account service provider) in the following cases:

a) In the case of borrowing from abroad to restructure foreign debt: A document from the bank providing account services to the borrower regarding the withdrawal and repayment of funds for the foreign loan to be restructured from the foreign loan source;

b) In cases where the foreign investor's capital transferred to Vietnam has been used to cover investment preparation costs and is converted into a medium- or long-term foreign loan for the foreign-invested enterprise in accordance with regulations on foreign direct investment in Vietnam: A foreign-language copy and a Vietnamese translation of the bank's account service documents of the lender regarding the receipts and disbursements related to the formation of the loan;

c) In cases where the loan falls under the provisions of Clauses 2 and 3 of Article 11 of this Circular: A document from the bank providing account services to the borrower regarding the withdrawal and repayment of the initial short-term foreign loan;

d) In cases where the borrower is unable to provide confirmation from the bank providing the account as stipulated in points a, b, and c of this clause due to:

The account-providing bank has closed or suspended operations before the borrower switches to another account-providing bank, or;

The withdrawal of funds and repayment of foreign loans fall under the cases where withdrawal and repayment do not need to be made through foreign loan and repayment accounts as stipulated in Article 34 of this Circular;

The borrower may choose one of the following documents to prove the disbursement and repayment of the loan: a copy of the audited or reviewed financial statements containing information proving that the borrower has received the loan and the outstanding balance at the time of requesting confirmation of the foreign loan registration from the State Bank of Vietnam; a copy and Vietnamese translation of a confirmation document from a foreign commercial bank where the borrower opens and uses a foreign currency account to withdraw funds and repay the loan; a copy and Vietnamese translation of a confirmation letter from a foreign bank regarding the amount the lender has directly paid to the beneficiary, who is a non-resident, for the provision of goods and services under a sales contract with a resident, the borrower.

9. Documents and certificates proving the legally distributed profits in Vietnamese Dong from the direct investment activities of the lender (a foreign investor contributing capital to the borrower), and confirmation from the bank providing account services regarding the distribution and repatriation of profits by the lender, to prove the disbursement of the loan in the case of foreign loans in Vietnamese Dong, in accordance with the regulations on conditions for foreign loans in Vietnamese Dong.

10. The explanatory document regarding the need for foreign borrowing in Vietnamese Dong, in the case of foreign borrowing in Vietnamese Dong, must be approved by the Governor of the State Bank of Vietnam in accordance with the current regulations of the State Bank of Vietnam on the conditions for foreign borrowing in Vietnamese Dong.

1. Except as provided in Clause 2 of this Article, in the event of any change to any content related to the loan stated in the registration confirmation document or the registration confirmation document for changes to the foreign loan issued by the State Bank of Vietnam, the borrower is responsible for registering the changes to the foreign loan with the State Bank of Vietnam in accordance with the provisions of this Circular.

2. The borrower shall notify the changes on the website and does not need to register the changes to the foreign loan in the following cases:

a) Changes to the timeframe for capital withdrawal and principal repayment within 10 working days compared to the plan approved by the State Bank of Vietnam;

b) If the borrower's address changes but the province or city where the borrower's head office is located remains unchanged, the borrower shall notify the competent authority responsible for registering and registering the change of address for the borrower's foreign loan.

c) Changes to the lender, or related information about the lender in a syndicated loan with designated representatives of the lenders, except where the lender is also a representative of the lenders in the syndicated loan and the change of the lender alters the roles of the representatives of the lenders;

d) Changes to the commercial trading name of the bank providing account services or the bank servicing the secured transaction;

e) Changes to the interest and fee repayment plan of a foreign loan compared to the plan confirmed by the State Bank of Vietnam in the registration confirmation document or the registration change confirmation document for the foreign loan, but without changing the method of determining interest and fees as stipulated in the foreign loan agreement. The borrower is responsible for preparing a calculation table of interest and fees payable so that the account service provider has a basis for verification and monitoring when transferring funds;

f) Changes (increases or decreases) in the amount of capital withdrawal, principal repayment, interest, and fees within 100 units of the foreign loan currency compared to the amount stated in the registration confirmation document or the foreign loan registration change confirmation document;

g) The actual amount of principal disbursement or repayment for a specific period is less than the amount stated in the disbursement and repayment plan on the registration confirmation document or the foreign loan amendment registration confirmation document.

3. Regarding the changes specified in point g, clause 2 of this Article, before withdrawing funds or repaying the remaining amount for that period, the borrower is responsible for registering the change in the fund withdrawal and repayment plan for the remaining unfulfilled amount in accordance with the provisions of this Circular.

1. The competent authority for confirming the registration and registration of changes to foreign loans (referred to as the competent authority in this Circular) is:

a) State Bank of Vietnam (Foreign Exchange Management Department): for loans exceeding USD 10 million (or equivalent in other currencies);

b) The State Bank of Vietnam branch in the province or city where the borrower's head office is located: for loans up to 10 million USD (or other currencies of equivalent value), excluding foreign loans denominated in Vietnamese Dong, approval must be obtained from the Governor of the State Bank of Vietnam.

2. In cases where changes to the loan amount (increase or decrease), currency, borrower's registered office, or the borrower's registered office is located in a different province or city, the competent authority responsible for confirming the loan registration changes will be changed:

a) The borrower submits the application for amendment of the foreign loan to the registration confirmation agency, registering the most recent amendment to the foreign loan.

b) The agency that confirmed the most recent loan registration or amendment shall act as the focal point for receiving loan amendment registration applications from borrowers. Within 07 working days from the date of receiving the amendment registration application, the agency that confirmed the most recent loan registration or amendment registration shall transfer all original copies of the loan amendment registration application and copies of the completed registration documents and amendment registration documents (if any) of the loan to the competent authority as prescribed in Clause 1 of this Article for further processing.

3. In cases where foreign loans denominated in Vietnamese Dong require consideration and approval by the Governor of the State Bank of Vietnam, the Foreign Exchange Management Department shall act as the focal point, coordinating with relevant units of the State Bank of Vietnam to report to the Governor of the State Bank of Vietnam for consideration and decision within his/her authority.

4. The exchange rate used to determine the competent authority's confirmation of registration and registration of changes to foreign loans is the accounting exchange rate published by the Ministry of Finance applicable at the time of signing the foreign loan agreements or agreements amending foreign loans related to the loan amount.

Terminate the validity of the loan registration confirmation document and the loan amendment registration document.

The competent authority responsible for processing the registration and amendment of foreign loans shall issue a document terminating the validity of the registration confirmation or amendment confirmation of foreign loans in cases where the registration or amendment dossier contains fraudulent information, forged documents, or documents proving eligibility for registration or amendment of foreign loans.

In this case, the document confirming the registration or registration of changes to the loan automatically becomes invalid.

1. The State Bank of Vietnam's confirmation of registration and confirmation of registration changes for foreign loans automatically expires if, after six months from the last day of the disbursement period confirmed by the State Bank of Vietnam, the borrower fails to disburse the funds and register changes to the loan disbursement plan as stipulated in this Circular.

2. After the registration confirmation document, or the registration of changes to a foreign loan, automatically expires as stipulated in Clause 1 of this Article, if the loan is to be continued, the borrower must re-register the foreign loan as prescribed in Chapter III of this Circular within 30 days from the date the parties reach a written agreement on continuing the loan.