ON AMENDMENTS TO CIRCULAR NO. 12/2022/TT-NHNN ON GUIDELINES FOR FOREIGN EXCHANGE ADMINISTRATION IN RESPECT OF ENTERPRISE’S FOREIGN BORROWING AND FOREIGN DEBT REPAYMENT OF ENTERPRISES

1. The borrower sends 1 set of application to carry out administrative procedures as prescribed in this Circular in one of the following three methods:

a) Submit it to the Single-window department of the State Bank in person;

b) Submit it by post;

c) Submit it online via the National Public Service Portal.

In case the National Public Service Portal system encounters incidents or errors that prevent the receipt and exchange of electronic information, the submission of applications, receipt and return of results, and exchange and feedback of information shall be carried out via postal services or directly at the Single-window department of the State Bank.

2. When submitting applications online via the National Public Service Portal, electronic applications shall use digital signatures or specialized electronic signatures ensuring safety in accordance with the law on electronic transactions and administrative procedures conducted in the electronic environment.

3. Documents in electronic applications shall be electronic documents in “.PDF” format scanned from the originals or original copies, except for application forms declared on the National Public Service Portal. The names of electronic documents must correspond to the names of document types as prescribed.

4. Documents in paper applications that are copies must be certified copies or copies certified by the borrower as copied from the originals.

5. Original documents in foreign languages must be translated into Vietnamese and the translator’s signature must be certified in accordance with Vietnamese law on certification, except for agreements or documents signed or issued by the borrower, which may be translated by the borrower itself and certified, with the borrower bearing legal responsibility for the accuracy of the Vietnamese translation compared with the foreign-language content.

6. The receipt of applications shall be carried out in accordance with current regulations of law on administrative procedures under the single-window and interlinked single-window mechanisms at the Single-window department and the National Public Service Portal, and the provisions of this Circular.

7. Officials and employees at the Single-window department of the State Bank shall notify organizations and individuals of official receipt or requests for amendment or supplementation of applications for receipt no later than 3 working days from the date of receipt of applications via the submission methods specified in Clause 1 of Article 7 of this Circular. Such notifications shall be sent to the accounts of organizations and individuals on the National Public Service Portal or via the email-sending function or automatic text messaging function of the National Public Service Portal.

8. The State Bank shall return the results of administrative procedure settlement to organizations and individuals in the form of electronic documents via online methods or in the form of paper documents via postal services or directly at the Single-window department of the State Bank”.

1. Amendments to Clause 2 as follows:

“2. Use of websites for reporting on the implementation of foreign loans shall be consistent with the provisions laid down in this Circular and the instruction manuals available on these websites.”

2. Clause 3 shall be annulled.

“3. Short-term loans which are not covered by any loan renewal agreement but remain the outstanding principal owed (including outstanding interest included in principal) at the time of a full 1 year from the date of the first withdrawal of loan proceeds; except for cases where, within 30 working days from the time of a full 1 year from the date of the first withdrawal of loan proceeds, the borrower completes payment of the entire outstanding principal, including cases where the entire outstanding principal is converted into shares or capital contribution of the lender in the borrower, or where the borrower is fully discharged from the obligation to repay such outstanding principal.”

1. Amendments to Clause 1 as follows:

“1. Preparing the registration form for foreign loans which are not guaranteed by the Government:

a) In cases where the borrower chooses to submit the application online via the National Public Service Portal: the borrower shall fill in information directly in the registration form for foreign loans published on the National Public Service Portal and submit it online;

b) In cases where the borrower does not choose to submit the application online: the borrower shall complete the application form for registration of foreign loans given in Appendix I hereto.”

2. Amendments to Clause 3 as follows:

“3. The State Bank shall issue a written confirmation or refusal of confirmation of loan registration (with clear explanation) within 10 working days from the date on which the borrower’s application is officially received as valid and sufficient. The form of the written confirmation of registration of foreign loans which are not guaranteed by the Government is provided in Appendix II hereto.

Where the application does not meet the requirements for processing, within 7 working days from the date of receipt of the application, the State Bank shall issue a written request for the borrower to supplement and clarify relevant contents in accordance with this Circular. After 60 days from the date of issuance of such written request for supplementation and clarification, if the borrower fails to complete the application dossier, the State Bank shall close the application on the administrative procedure settlement information system in accordance with the law on implementation of administrative procedures under the single window and interconnected single window mechanism at the Single-window department and the National Public Service Portal.”

3. Clause 4 shall be annulled.

1. Clause 2, clause 5 and clause 7 shall be annulled.

2. Amendments to Clause 4 as follows:

“4. Documents on foreign loan agreements. The borrower shall choose to submit one of the following documents:

a) Copy of foreign document and Vietnamese translation of foreign loan agreements and agreements on renewal of short-term loans into mid-term or long-term loans (if any); or

b) Summary of the foreign loan agreement, which shall include at least the following contents: loan amount; drawdown period; applicable interest rates, penalty interest and fees of the foreign loan; loan term; forms of drawdown and debt repayment; security measures; other financial commitments between the borrower and the lender; and other agreed contents related to forms of drawdown or repayment of the foreign loan (if any). The summary shall include references to the corresponding articles, clauses and points of the foreign loan agreement for each summarized content. The summary shall be signed and stamped by the lawful representative of the borrower, who shall undertake and ensure that the summarized contents are accurate and consistent with the contents of the foreign loan agreement.”

3. Amendment to the opening sentence of Clause 8 as follows:

“8. Written confirmation issued by the account service provider within 10 working days prior to the date of submission of the loan registration application, confirming the status of withdrawal of loan proceeds and repayment of principal and interest up to the date on which the account service provider issues such written confirmation (applicable to borrowers opening foreign loan drawdown and repayment accounts at the account service provider), in the following cases:”

1. Amendments to point b as follows:

“b) Change of the borrower’s address without change of the province or city where the borrower’s head office is located; change of the borrower’s address due to rearrangement of administrative divisions (commune, ward, province, city) in cases where the borrower is not a credit institution or a branch of a foreign bank; change of the borrower’s head office address in cases where the borrower is a credit institution or a branch of a foreign bank. The borrower shall be responsible for updating the changed address on the website;”

2. Amendments to point dd as follows:

“dd) Change the plan for payment of interests and fees on the foreign loan as against the one previously confirmed by the State Bank in the written confirmation of registration or written confirmation of registration for change of the foreign loan, but do not change the method to calculate the interests and fees specified in the foreign loan agreement; or the lender waives the obligation to pay interests and fees for the borrower. The borrower is responsible for making a schedule to calculate the interests and fees to be paid so that the account service provider has a valid ground for checking and monitoring when making the money transfer;”

3. Addition of point h after point g as follows:

h) Change of the amount of principal repayment due to principal debt write-off by the lender, performance of guarantee obligations by the guarantor, or disposition of collateral to discharge the payment obligation in accordance with the security agreements and the loan agreement.”

1. Amendments to Clause 1 as follows:

“1. Preparing the application for registration for change of foreign loans not guaranteed by the Government:

a) In cases where the borrower chooses to submit the application online via the National Public Service Portal: the borrower shall fill in information directly in the application for registration for change of foreign loan posted on the National Public Service Portal and submit it online;

b) In cases where the borrower does not choose to submit the application online:  the borrower shall complete the application for registration for change of foreign loan given in Appendix III hereto.”

2. Amendments to Clause 3 as follows:

“3. The State Bank shall issue a written confirmation or written refusal of confirmation of registration for change of loan (with clear explanation) within 10 (ten) working days from the date on which the borrower’s application is officially received as complete and valid.

Where the application does not meet the requirements for processing, within 7 working days from the date of receipt of the application, the State Bank shall issue a written request for the borrower to supplement and clarify relevant contents in accordance with this Circular. After 60 days from the date of issuance of such written request for supplementation and clarification, if the borrower fails to complete the application dossier, the State Bank shall close the application on the administrative procedure settlement information system in accordance with the law on implementation of administrative procedures under the single window and interconnected single window mechanism at the Single-window department and the National Public Service Portal.”

3. Clause 4 shall be annulled.

1. Clause 5 shall be annulled.

2. Amendments to Clause 6 as follows:

“6. A written confirmation issued by the account service provider within 10 (ten) working days prior to the date of submission of the application for registration for change of loan, certifying the withdrawal of loan proceeds and repayment of debt (principal and interest) up to the date on which the account service provider issues such written confirmation, applicable to cases of registration for change of the loan amount, withdrawal plan, debt repayment plan, or change of the account service provider.

In cases where the borrower is unable to provide the confirmation of the account service provider as prescribed in this Clause because the account service provider has ceased or suspended its operations before the borrower changes to another account service provider, and/or where the withdrawal and repayment of the foreign loan fall under cases in which withdrawal and repayment are not required to be conducted through the foreign loan borrowing and repayment account in accordance with Article 34 of this Circular, the borrower may opt to provide other documents as prescribed at point dd Clause 8 Article 16 of this Circular.”

1. Amendments to Clause 1 as follows:

“1. Competent authorities accorded authority over confirmation of registration or registration for changes of foreign loans (hereinafter referred to as competent authorities) are:

a) The State Bank (Department of Foreign Exchange Management): in respect of loans with a loan amount exceeding USD 20 (twenty) million (or other currencies of equivalent value);

b) Regional branches of the State Bank where the borrower’s head office is located: in respect of loans with a loan amount of up to USD 20 (twenty) million (or other currencies of equivalent value).”

2. Amendments to Clause 2 as follows:

“2. Where there is any increase or reduction in loan proceeds, any change to the currency of the loan, any change to the borrower’s head office, or any change of the borrower to an enterprise whose head office is located in another province or city, resulting in a change of the competent authority for confirmation of registration for changes of the loan in accordance with clause 1 of this Article:

a) The borrower shall be responsible for submitting the application for registration for change of the foreign loan to the newly competent authority in charge of processing administrative procedures in accordance with clause 1 of this Article;

b) The authority in charge of confirmation of registration or registration for changes of the latest time shall cooperate in providing information and transferring the dossiers for registration or registration for changes of the foreign loan at the request of the competent authority in charge of processing.”

1. Amendments to the title of Article 28 as follows:

2. Amendment to the opening sentence of Article 28:

“The foreign loan borrowing and repayment account which is a foreign-currency payment account shall only be used to carry out receipts and payments related to foreign loans as follows:”

3. Amendments to point b clause 1 as follows:

“b) Receipts from the purchase of foreign currency from licensed credit institutions for remittance for repayment of principal, interest and fees of the foreign loan, or for repayment of amounts of debt assumption, interest and fees arising from the debt assumption between the borrower and the guarantor who is a non-resident, or a resident permitted to receive foreign currency in accordance with current laws;”

4. Amendments to point b clause 2 as follows:

“b) Payments remitted abroad for settlement of fees in accordance with the loan agreement;”

5. Amendments to Point d Clause 2 as follows:

“d) Payments for sale of foreign currency to licensed credit institutions, including payments for sale of foreign currency to perform obligations for repayment of foreign loans denominated in Vietnam dong in accordance with this Circular;”

6. Addition of point i after point h clause 2 as follows:

“i) Payments for refund of amounts of debt assumption, interest and fees arising from the debt assumption in accordance with this Circular to the guarantor who is a non-resident, or a resident permitted to receive foreign currency in accordance with current laws.”

1. Amendments to the title of Article 29 as follows:

2. Amendment to the opening sentence of Article 29

“The foreign loan borrowing and repayment account which is a Vietnam dong payment account shall only be used to carry out receipts and payments related to foreign loans as follows:”

3. Amendments to Point c Clause 1 as follows:

“c) Receipts transferred from the borrower’s Vietnam dong payment account; or receipts from sale of foreign currency to licensed credit institutions;”

4. Amendments to point a clause 2 as follows:

“a) Payments transferred to the lender’s Vietnam dong payment account for repayment of the loan debt (principal and interest) in accordance with this Circular;”

5. Amendments to Point c Clause 2 as follows:

“c) Payments for settlement of amounts of debt assumption and interest and fees arising from the debt assumption between the borrower and the guarantor in accordance with Chapter V of this Circular;”

6. Addition of point g after point e clause 2:

“g) Payments for repayment to the lender in cases where the foreign loan is not eligible for confirmation of registration, or where the written confirmation of registration or registration for change is terminated due to fraudulent information or forged documents in the application in accordance with this Circular.”

1. Amendments to Clause 3 as follows:

“3. The lender’s use of a foreign currency account of a non-resident opened at a credit institution or foreign bank branch in Vietnam for disbursement and debt recovery in respect of foreign loans shall comply with the provisions of law on restrictions on the use of foreign exchange in the territory of Vietnam.”

2. Amendments to Clause 4 as follows:

“4. In cases where accounts are opened and used in the territory of Vietnam, the lender shall be responsible for complying with the provisions of law on the opening and use of accounts of non-residents at credit institutions or foreign bank branches in Vietnam for carrying out receipts and payments related to foreign loans.”

1. Amendments to Clause 3 as follows:

“3. The borrower shall only receive loan disbursements and transfer funds for repayment of loan debts (principal and interest) from the account of the lender, the representative of the lenders or the payment agent bank of the lenders (applicable to syndicated loans or loans using a payment agent bank in accordance with the loan agreement), or from an intermediary organization in cases of early foreign debt repayment by way of early bond buyback in accordance with the bond terms and conditions and the regulations of the market where the international bonds are listed and traded.”

2. Amendments to Clause 5 as follows:

“5. The borrower shall use the account service provider to transfer funds for debt repayment to the lender’s Vietnam dong payment account opened at a credit institution or foreign bank branch in Vietnam in the following cases:

a) The loan is subject to registration in accordance with clause 2 and clause 3 Article 11 of this Circular but does not meet the conditions for confirmation of registration. The exchange rate applied to determine the amount payable in Vietnam dong to the lender under this point shall be the accounting exchange rate announced by the Ministry of Finance, or the buying or selling exchange rate quoted by the account service provider or another credit institution or foreign bank branch in Vietnam at the time when the competent authority issues a written refusal of confirmation of registration of the foreign loan or at the time of debt repayment transfer. The borrower and the lender shall reach a written agreement on the applicable exchange rate for presentation upon request by the competent authority or credit institutions or foreign bank branches in Vietnam;

b) The foreign loan remains outstanding but the written confirmation of registration or written confirmation of registration for change is terminated due to fraudulent information or forged documents in the application. The exchange rate applied to determine the amount payable in Vietnam dong to the lender shall comply with the provisions of clause 4 Article 24 of this Circular;

c) Foreign loans denominated in Vietnam dong sourced from profits from direct investment activities in the territory of Vietnam of the lender being a foreign investor contributing capital to the borrower.”

“2. The repayment of the on-lent amount and the interest and fees arising from the on-lent amount to the guarantor shall be carried out through the foreign loan borrowing and repayment account. In cases where the currency of repayment of the on-lent amount differs from the currency of the foreign loan borrowing and repayment account, the borrower may carry out such repayment through another foreign loan borrowing and repayment account opened at the same account service provider of the borrower.”

1. Amendments to Clause 1 as follows:

“1. On a monthly basis, no later than the 5th day of the month following the reporting period, the borrower shall submit online reports on the implementation status of short-term, medium-term and long-term loans on the Website. In the event that the Website encounters technical errors that prevent submission of the report, the borrower shall submit a written report using the form set out in Appendix IV enclosed with this Circular.”

2. Addition of Clause 4 after Clause 3 as follows:

“4. In cases where the foreign loan currency differs from the foreign currency specified in the reporting guidelines, the borrower shall use the accounting exchange rate most recently announced by the Ministry of Finance at the reporting time for conversion and shall prepare and submit the report in accordance with this Circular.”

1. Amendments to Point d Clause 4 as follows:

“d) Guidance on the creation and use of access accounts for use of the Website for the borrower, and for civil servants of the State Bank regional branches participating in the management of foreign loan borrowing and repayment activities not guaranteed by the Government.”

2. Addition of Clause 5 after Clause 4 as follows:

“5. Conduct assessments and provide to the State Bank regional branches opinions on compliance with regulations of law on the gold position of borrowers that are credit institutions or foreign bank branches, in accordance with the State Bank’s regulations on conditions for foreign loans not guaranteed by the Government, within 3 (three) working days from the date of receipt of the request.”

“4. Provide assessment opinions on compliance with regulations of law on safety assurance ratios as prescribed by the Law on Credit Institutions by borrowers that are credit institutions or foreign bank branches (falling under the authority for microprudential inspection and supervision of the State Bank regional branches), in accordance with the State Bank’s regulations on conditions for foreign loans not guaranteed by the Government, within 3 (three) working days from the date of receipt of the request of the competent authority.”

1. Within 3 (three) working days from the date of receipt of the request of the competent authority, based on assigned functions and tasks, units of the State Bank shall coordinate to provide assessment opinions on compliance with regulations of law on safety assurance ratios in banking operations and credit growth targets of borrowers that are credit institutions or foreign bank branches, in accordance with the State Bank’s regulations on conditions for foreign loans not guaranteed by the Government.

2. The State Bank Inspectorate shall conduct inspections, examinations and handle administrative violations within its competence with respect to violations arising in the course of implementation of the provisions of this Circular.”

1. Appendix 01 promulgated together with Circular No. 12/2022/TT-NHNN is replaced by Appendix I promulgated together with this Circular.

2. Appendix 03 promulgated together with Circular No. 12/2022/TT-NHNN is replaced by Appendix II promulgated together with this Circular.

3. Appendix 04 promulgated together with Circular No. 12/2022/TT-NHNN is replaced by Appendix III promulgated together with this Circular.

4. Appendix 05 promulgated together with Circular No. 12/2022/TT-NHNN is replaced by Appendix IV promulgated together with this Circular.

5. Appendix 02 promulgated together with Circular No. 12/2022/TT-NHNN is annulled.

1. The phrase “Authority of Foreign Exchange Management” (“Vụ Quản lý Ngoại hối”) is replaced with “Department of Foreign Exchange Management” (“Cục Quản lý Ngoại hối”) in Article 9, Article 25, Article 46, Article 47, Article 51 and Article 52.

2. The phrases “State Bank branch of a province or centrally affiliated city” and “State Bank branch” are replaced with “State Bank regional branch” in Article 9, Article 25, Article 41, Article 48 and Article 51.

3. The phrase “Appendix 05” is replaced with “Appendix IV” at Point b Clause 2 Article 9.

1. This Circular comes into force as of January 25, 2025, except as provided in Clause 2 of this Article.

2. Clause 1 Article 10 of this Circular shall come into force as of 25 July 2026.

3. This Circular annul the following provisions:

a) Point b and Point c Clause 4 Article 21 of Circular No. 08/2023/TT-NHNN dated 30 June 2023 of the Governor of the State Bank of Vietnam on conditions for foreign loans not guaranteed by the Government;

b) Article 3 of Circular No. 21/2023/TT-NHNN dated 29 December 2023 of the Governor of the State Bank of Vietnam on amendments to a number of articles of circulars related to business activities within the functional scope of the State Bank of Vietnam.

The Chief of the Office, Heads of units under the State Bank of Vietnam, credit institutions, foreign bank branches, enterprises, cooperatives and cooperative unions shall implement this Circular.

1. For applications for registration for changes of foreign loans whose changes result in a change of the competent authority for processing, which have been received by the State Bank of Vietnam (Department of Foreign Exchange Management) or the State Bank regional branches before the effective date of this Circular, within 2 (two) working days from the effective date of this Circular, the receiving authority shall transfer the applications to the competent authority. The time limit for processing administrative procedures shall be calculated from the time when the competent authority receives complete and valid applications.

2. Except for the case specified in Clause 1 of this Article, for applications for registration or registration for changes of foreign loans with loan amounts of up to USD 20 million that have been received by the State Bank of Vietnam (Department of Foreign Exchange Management) before 25 July 2026, the Department of Foreign Exchange Management shall continue processing in accordance with this Circular. After completion of the administrative procedure, within 5 (five) working days, the Department of Foreign Exchange Management shall transfer the applications to the competent authority specified at Point b Clause 1 Article 20 of Circular No. 12/2022/TT-NHNN (as amended by this Circular) for further monitoring and handling in accordance with regulations.

3. For applications for registration or registration for changes of foreign loans submitted to the competent authority before the effective date of this Circular and currently under completion or supplementation, where the requested supplementary documents are application components that have been annulled or reduced under Article 6 and Article 9 of this Circular, the borrower is not required to submit such annulled or reduced application components. The competent authority shall continue reviewing and processing the applications in accordance with this Circular.

4. For applications for registration or registration for changes of foreign loans that have been received as complete and valid by the competent authority before the effective date of this Circular, the competent authority shall continue confirming registration or registration for changes of foreign loans in accordance with Circular No. 12/2022/TT-NHNN, as amended by Circular No. 08/2023/TT-NHNN and Circular No. 21/2023/TT-NHNN.

 

 

 

To: … (1): ................................................................................

- Pursuant to Decree No. 219/2013/ND-CP dated 26 December 2013 of the Government on management of foreign borrowing and repayment of enterprises not guaranteed by the Government;

- Pursuant to Circular No. 12/2022/TT-NHNN dated 30 September 2022 of the State Bank of Vietnam on guidelines for foreign exchange management for foreign borrowing and repayment of enterprises, and amending circulars (if any);

- Pursuant to the foreign loan agreement(s) signed with the foreign lender(s) on .../.../...;

The borrower named below hereby registers with the State Bank of Vietnam its medium- and long-term foreign loan as follows:

1. Name of the borrower: .........................................................................................................

2. Tax identification number: ....................................................................................................

3. Organizational identification code: .......................................................................................

4. Type of borrower (2):  ............................................................................................

5. Address: .....................................................................................................................

6. Phone number: .......................................Email:...............................................................

7. Full name of the legal representative: ...................................................................

Position: .........................................................................................................................

1. Information on the lender:

1.1. Name of the lender (or lender’s representative) (3):  ...................................................

1.2. Country of the lender (or lender’s representative): ......................................

1.3. Type of lender (or lender’s representative):  ............................................

2. Information on other related parties:

2.1. Account service provider: ...............................................................

Address of the account service provider: ..........................................................

2.2. Guarantor:

□ Guaranteed loan:

- Guaranteed by a resident:

+ Name of the guarantor: .......................................................................................

- Guaranteed by a non-resident:

+ Name of the guarantor: ...................................................................................................

+ Country of the guarantor: .......................................................................................

□ Unguaranteed loan: ........................................................................................

2.3. Other related parties in case cash flows arise (4) (clearly state the name, country and role of the related party in the loan, if any):

............................................................................................................................................

............................................................................................................................................

3.1. Loan purpose: ............................................................................................................

Documents evidencing the legality of the loan purpose (5):

Document name 1:  ............................................................................................................

Document name n: .............................................................................................................

3.2. Total investment capital of the project using loan proceeds: ................, of which total contributed capital: ....................., total loan capital: .......................  (USD equivalent) (6)

Outstanding credit balances serving the project/plan at the time of submission of the registration application (USD equivalent):

- Outstanding short-term foreign loans: ............................. (of which overdue: ...................)

- Outstanding short-term domestic loans: ............................ (of which overdue: ...................)

- Outstanding medium- and long-term foreign loans: ............ (of which overdue: .................)

- Outstanding medium- and long-term domestic loans: ....................... (of which overdue: .................)

Number of the enterprise’s medium- and long-term foreign loans (currently outstanding or having an outstanding balance as of the reporting date): .............................. loans

4. Date of signing the foreign loan agreement: .............................................................

5. Loan value:

- Total loan amount: ............................... (In words: ......................................................)

(Example: Total loan amount: .........................................................................

6. Currency of loan implementation:

6.1. Currency of debt recognition: ..........................................................................................

6.2. Currency of disbursement: ...........................................................................................

6.3. Currency of repayment: .............................................................................................

7. Form of borrowing (7): ...............................................................................................

8. Loan tenor: .....................................................................................................

9. Interest rate (8): ...................................................................................................

10. Fees: .....................................................................................................

11. Penalty interest: ..........................................................................................................

12. Borrowing costs (9): ............................. %/year

13. Disbursement plan (10): ....................................................................................................

14. Debt repayment plan (11): .........................................................................................

- Principal repayment plan:  ...........................................................................................

- Interest repayment plan: .............................................................................................

15. Security measures (12) (if any):  ...............................................................

16. Bank servicing secured transactions: ...........................................................

17. Estimated proportion of foreign currency disbursements to be sold to an authorized credit institution: ............% of the loan value.

18. Estimated proportion of foreign currency to be purchased from an authorized credit institution for debt repayment: ............................ % of the loan value.

19. Other contents (if any): ...................................................................

The undersigned (legal representative of the borrower) hereby undertakes that:

1. He/she has read and thoroughly studied all regulations on conditions for foreign borrowing; regulations on foreign exchange management in the conclusion and implementation of foreign loan agreements; regulations of law related to the use of foreign loan proceeds; regulations on the implementation of foreign exchange derivatives for exchange rate risk hedging prior to debt repayment (including but not limited to Decree No. 219/2013/ND-CP dated 26 December 2013 of the Government on management of foreign borrowing and repayment of enterprises without Government guarantee; Circulars of the Governor of the State Bank of Vietnam prescribing conditions for foreign borrowing by enterprises without Government guarantee; Circulars of the Governor of the State Bank of Vietnam guiding foreign exchange management for foreign borrowing activities of enterprises; and other relevant legal documents);

2. He/she complies with regulations of law on foreign exchange management applicable to foreign borrowing and repayment, and other relevant regulations of law when entering into and implementing the foreign loan;

3. He/she assumes full responsibility for the conclusion and implementation of secured transactions related to the foreign loan, ensuring compliance with current regulations of law on secured transactions and other relevant legal provisions.

4. All information stated in this application and the accompanying documents in the borrower’s foreign loan registration application is truthful and accurate.

 

 

 

 

⁽¹⁾ Addressee: select the Department of Foreign Exchange Management or the State Bank Regional Branch in accordance with the competent authority prescribed in Article 20 of Circular No. 12/2022/TT-NHNN and its amending and supplementing Circulars (if any).

⁽²⁾ Select the type of borrower according to the following classification:

- For the enterprise sector (excluding credit institutions and foreign bank branches):

+ State-owned enterprises: enterprises in which the State holds 100% of charter capital (SOE);

+ Enterprises with State ownership from 50% to under 100% of charter capital (S50);

+ Foreign-invested enterprises: enterprises with foreign investors’ ownership from 51% to 100% of charter capital (F51); enterprises with foreign investment from 10% to under 51% of charter capital (F10).

+ Other enterprise group: Cooperatives, cooperative unions, other enterprises (KHA).

- For the group of credit institutions and foreign bank branches:

+ Foreign-invested commercial bank group: Joint venture banks, commercial banks with 100% foreign capital; non-bank credit institutions with more than 50% foreign capital, foreign bank branches (FOB).

+ State-owned credit institution group: Credit institutions in which the State holds more than 50% of charter capital (SOB).

+ Other credit institution group: BAK.

⁽³⁾ Accurately state the name of the lender.

+ In the case of a syndicated loan without a lenders’ representative (or where the lenders’ representative is not responsible for receiving/transferring funds with the borrower), clearly state the information in this item for each lender and note the majority lender.

+ In the case of a syndicated loan with a lenders’ representative who is responsible for acting as the payment coordination focal point for fund transfers related to the loan (individual lenders do not directly transfer/receive funds with/from the borrower): state the information of the lenders’ representative.

+ In the case of a loan in the form of issuance of debt instruments (including international bond issuance) without registered holders: information on the lender shall be replaced by information on the issuing agent, trustee agent, etc., depending on the issuance structure.

⁽⁴⁾ Only list the related parties between whom fund transfers occur with the borrower. Where there are agents but no direct fund transfers to such agents, they shall not be stated in this item. Note that related parties may include enterprises split from or merged out of the original borrower but which remain jointly liable for the implementation of the loan in accordance with the agreement on joint liability between the lender and the enterprises split from or merged out of the original borrower.

⁽⁵⁾ Where the loan purpose is to implement an investment project: state the document approving the investment policy by the competent authority, the investment registration certificate in accordance with investment regulations, etc. Where the loan purpose is to increase capital scale in accordance with the foreign loan utilization plan: state the foreign loan utilization plan approved by the competent authority. Where the loan purpose is to restructure an foreign debt: state the foreign debt restructuring plan approved by the competent authority.

⁽⁶⁾ The applicable exchange rate shall be the accounting exchange rate announced by the Ministry of Finance applicable at the time of signing the foreign loan agreements or agreements on changes to the foreign loan.

⁽⁷⁾ Select and fill in one of the following forms:

- Cash loan: including direct cash loans or loans through entrusted lending contracts where the entrusting party is a non-resident;

- Loan through issuance of debt instruments (including international bond issuance);

- Loan in the form of financial leasing.

⁽⁸⁾ Clearly state the interest rate or the method of interest calculation and specific reference rates (if any).

⁽⁹⁾ The enterprise shall calculate the estimated borrowing costs of the loan at the time of submission of the loan registration application. Foreign borrowing costs mean the total costs converted into an annual percentage rate on the loan amount, including the foreign loan interest that the borrower is certain to pay to the lender, loan guarantors, loan insurers, agents and other related parties.

⁽¹⁰⁾ Capital withdrawal plan in conformity with the Loan Agreement. Where the Loan Agreement does not specify a detailed capital withdrawal plan, based on the production and business plan and capital demand of the borrower in conformity with the Loan Agreement, the borrower shall proactively specify the estimated capital withdrawal plan in detail by month, quarter, six months or year.

⁽¹¹⁾ Debt repayment plan in conformity with the Loan Agreement.

- For the principal repayment plan: where the Loan Agreement does not specify a detailed principal repayment plan, within the scope of commitments under the loan contract and based on the production and business plan and the borrower’s capacity to balance repayment sources, the borrower shall specify the detailed repayment plan by month, quarter, six months or year.

- For the interest repayment plan: state the principles for determining interest calculation in conformity with the Loan Agreements (e.g., the interest calculation period is once every six months starting from the date of the first capital withdrawal).

⁽¹²⁾ Briefly list the security measures (type of security, secured assets, security provider) and clearly state the reference clauses in the foreign loan agreement.

 

 

To: .........................................................(Organization identification code: …………………)

In response to the application of ……… (enterprise name) in the Application for registration of foreign loan No. …… dated …… together with the enclosed documents, the State Bank of Vietnam (SBV) provides the following opinions:

1. Confirm that ……… (enterprise name) has registered the foreign loan with the SBV in accordance with the prevailing regulations on management of foreign borrowing and debt repayment and relevant legal documents.

Foreign loan code: .........................................

2. Main contents of the foreign loan:

2.1. Borrower: Name; address

2.2. Lender(1): Name, creditor country

2.3. Other related parties(2) (if any):

2.4. Date of signing the foreign loan agreement:

2.5. Loan purpose:

2.6. Loan amount:

2.7. Form of borrowing:

2.8. Currency of debt recording, capital withdrawal and debt repayment:

2.9. Loan tenor:

2.10. Interest rate(3):

2.11. Penalty interest:

2.12. Fees:

2.13. Capital withdrawal and debt repayment plan:

- Capital withdrawal plan:

- Capital withdrawal plan: ............................... (This is the repayment plan estimated by the Borrower based on its self-assessment of business performance at the time of submission of the application for registration of the foreign loan. After the Borrower and the Lender reach agreement on the repayment plan, the Borrower shall carry out the registration of changes to the foreign loan in accordance with the law)¹

- Interest repayment plan:

2.14. Other related contents (if any);

3. Loan security measures as declared by the Borrower:

The Company [and related parties] provide [name of security measure] over [name of secured assets] in accordance with the security documents referred to in Article … of the foreign loan agreement.

The Company [and related parties] shall take full responsibility for entering into and implementing security contracts and agreements for the foreign loan. The implementation of security transactions for the foreign loan must comply with the prevailing regulations of law on secured transactions and other relevant legal provisions.

Bank providing services for security transactions:

When providing remittance services related to security transactions for the foreign loan of (enterprise name), Bank …………… shall duly perform the responsibilities of a commercial bank in accordance with the State Bank of Vietnam’s regulations guiding enterprises’ foreign borrowing and debt repayment and other relevant legal documents.

4. The loan shall be implemented through the foreign loan and debt repayment account denominated in [currency] opened at Bank ………………

When providing account services for the foreign loan of (enterprise name), Bank …………… shall duly perform the responsibilities of a commercial bank in accordance with the State Bank of Vietnam’s regulations guiding enterprises’ foreign borrowing and debt repayment and other relevant legal documents.

5. (Enterprise name) shall bear full legal responsibility for entering into and implementing the foreign loan agreements on the principle of self-borrowing and self-responsibility for debt repayment. The State Bank of Vietnam shall not bear any legal or financial responsibility other than confirming that (enterprise name) has registered the foreign loan with the main contents specified in this document.

6. Other contents (if any).

7. The State Bank of Vietnam requires (enterprise name) to:

7.1. Strictly comply with regulations on management of foreign borrowing and debt repayment, foreign exchange management and other relevant legal provisions.

7.2. Properly implement the contents of the signed foreign loan agreement and other agreements related to the loan whose contents are not contrary to the provisions of Vietnamese law.

7.3. Take full responsibility for the formulation, approval and implementation of the foreign loan utilization plan in accordance with the law; and/or use the foreign loan proceeds for the purposes confirmed in this official letter, ensuring compliance with regulations on enterprises, investment and other relevant legal provisions.

7.4. Submit reports via the Electronic Portal in accordance with the prevailing regulations on reporting of enterprises’ foreign borrowing and debt repayment.

8. In case of violations of regulations on management of foreign borrowing and debt repayment, depending on the nature and severity of the violation, (enterprise name) shall be handled in accordance with the prevailing regulations on administrative sanctions in the monetary and banking sector.

The State Bank of Vietnam hereby notifies (enterprise name) for information and implementation.

 

 

____________________________

⁽¹⁾ Lender (for bilateral foreign loans or syndicated foreign loans not using a lender’s representative) or the lender’s representative (for syndicated foreign loans using a lender’s representative). Note: the confirmation of the lender’s representative may be made together with the confirmation of the original lenders. In case a lender’s representative exists but such organization is not responsible for representing the transfer and receipt of loan proceeds, the specific lenders shall still be confirmed as the basis for fund transfer/receipt.

⁽²⁾ Only confirm related parties with whom cash flows arise between the borrower and such related parties.

⁽³⁾ State the loan interest rate and make reference to the relevant provisions of the loan agreement so as to reflect the principles for determination of the interest rate and interest calculation.

 

_____________________________

¹ Form of contents for confirmation of registration of principal repayment plan applicable to the case specified in Clause 3 Article 11 of Circular No. 12/2022/TT-NHNN.

 

 

To(1): ............................................................................

- Pursuant to Decree No. 219/2013/ND-CP dated 26 December 2013 of the Government on management of foreign borrowing and repayment of enterprises not guaranteed by the Government;

- Pursuant to Circular No. 12/2022/TT-NHNN dated 30 September 2022 of the State Bank of Vietnam on guidelines for foreign exchange management for foreign borrowing and repayment of enterprises, and amending circulars (if any);

- Pursuant to the foreign loan agreement entered into with the foreign lender(s) on …/…/…;

- Pursuant to the amended foreign loan agreement entered into with the foreign lender(s) on …/…/…  (if any);

1. Name of the borrower: .............................................................................................................

2. Tax identification number: ...................................................................................................................

3. Organizational identification code: ..................................................................................................

3. Loan identification number: ..........................................................................................................

4. Number and date of the State Bank of Vietnam’s written confirmation of registration of the foreign loan: .............................................................................................................

5. Number and date of the State Bank of Vietnam’s written confirmations of registration of changes to the foreign loan (list all written confirmations of registration of changes in chronological order – if any): ............................................................

1. Change No. 1(2):  .............................................................................................................

- Current content: ......................................................................................................

- Amended content: .....................................................................................................

Reason for change: .............................................................................................................

2. Change No. n(3):  ..............................................................................................................

- Current content: ......................................................................................................

- Amended content: ....................................................................................................

n The parties have entered into an amending agreement.

n The parties have not entered into an amending agreement because the amended contents were agreed in principle in the executed loan agreement.

............................................................................................................................................

............................................................................................................................................

............................................................................................................................................

............................................................................................................................................

1. The undersigned (the representative of the borrower) commits to being held accountable for the accuracy of all information stated in this Application and the documents enclosed in the application for registration of changes to the borrower’s foreign loan.

2. [Name of the borrower] undertakes to comply with the provisions of Vietnamese law, the provisions of Decree No. 219/2013/ND-CP dated 26 December 2013 of the Government on management of foreign borrowing and debt repayment of enterprises not guaranteed by the Government; the Circulars of the Governor of the State Bank of Vietnam prescribing conditions for foreign borrowing by enterprises not guaranteed by the Government; the Circulars of the Governor of the State Bank of Vietnam providing guidelines on foreign exchange management in respect of foreign borrowing activities of enterprises; and other relevant legal normative documents.

 

 

 

⁽¹⁾ Select to submit to the Department of Foreign Exchange Management or the regional branch of the State Bank of Vietnam depending on the loan value falling within the handling competence of which unit in accordance with Article 20 of Circular No. 12/2022/TT-NHNN and its amending and supplementing Circulars (if any).

⁽²⁾ Clearly state the content to be changed. For example:

1. Change of lender:

- Current lender: ...............................................................................................

- New lender: ...............................................................................................

⁽³⁾ In case of changes to the disbursement plan or the debt repayment plan where the loan agreements do not specify the changed disbursement plan or debt repayment plan, based on the production and business plan and capital demand of the borrower in conformity with the loan agreement, the borrower shall proactively state the expected detailed disbursement plan and debt repayment plan by month, quarter, six-month period, or year.

Where there are multiple contents of change, the borrower shall clearly state each content to be changed in the same manner as the above guidance.

⁽⁴⁾ Clearly select one of the following two options:

- The parties have entered into an amending agreement.

- The parties have not entered into an amending agreement because the changed contents were agreed in principle in the executed loan agreement (when selecting this option, clearly state the Article/Clause, name of the agreement, and date of signing of the agreement containing the amended contents).

 

 

Unit: thousand USD

 

.......................................................................................

 

 

1. Regulated entities: Residents being enterprises, cooperatives, cooperative unions, credit institutions and branches of foreign banks established and operating in Viet Nam shall make detailed reports on the implementation of outstanding short-term foreign loans not guaranteed by the Government during the reporting period.

2. Time limit for submitting reports: No later than the 5th day of the month immediately following the reporting month.

3. Form of report: Electronic report submitted via the website on management of foreign borrowing and debt repayment, or in written form.

4. Receiving authority: The regional branch of the State Bank of Vietnam where the borrower’s head office is located.

5. Guidelines for preparation of the report:

- Loans within the reporting scope are short-term foreign loans (with a loan tenor of up to one year). The loan tenor is calculated from the expected date of disbursement (receipt of funds or customs clearance of goods) to the expected date of final debt repayment as provided in the loan agreement. Short-term foreign loans that are overdue but for which the borrower has arranged repayment within 10 days from the date marking one full year of the loan (therefore not required to register the loan with the State Bank of Vietnam) shall be reported as short-term loans.

- The borrower shall submit the report and fill in the borrower type code in accordance with the following borrower classification:

The borrower shall submit the report and fill in the borrower type code in the line “Borrower type”.

- Column 7 - Change: other upward/downward adjustments to the outstanding balance of the foreign loan during the reporting period that do not give rise to cash flows, due to: (i) exchange rate fluctuations when converting the loan currency into USD between reporting periods; (ii) adjustments due to incorrect reporting in previous period(s); (iii) conversion of a short-term loan into a medium- or long-term loan; (iv) conversion of loan capital into contributed capital; (v) debt write-off; etc.

Column 7 shall take a positive (+) value if there is an increase and a negative (-) value if there is a decrease. The borrower shall clearly report the contents giving rise to the difference.

- Column 8 = Column 2 + Column 4 - Column 5 + Column 7

- Control formula: Column 2 of the reporting period = Column 8 of the immediately preceding reporting period

 

 

..............................................................................................

 

 

1. Regulated entities: Residents being enterprises, cooperatives, cooperative unions, credit institutions and branches of foreign banks established and operating in Viet Nam shall make detailed reports on the implementation of outstanding medium- and long-term foreign loans not guaranteed by the Government during the reporting period.

2. Time limit for submitting reports: No later than the 5th day of the month immediately following the reporting month.

3. Form of report: Electronic report submitted via the website on management of foreign borrowing and debt repayment, or in written form.

4. Receiving authority: The regional branch of the State Bank of Vietnam where the borrower’s head office is located.

5. Guidelines for preparation of the report:

- The borrower shall submit the report and fill in the borrower type code in accordance with the following borrower classification:

- Column 3 “Form of borrowing”: Fill in according to the borrowing form codes as follows:

- Column 4 “Guarantee”: Abbreviate the guarantor of the loan using the following symbols: Guaranteed by a resident (R); Guaranteed by a non-resident (NR); Unguaranteed loan (N).

- Column 5 “Type of lender”: Fill in according to the following lender type codes: (i) lender being the parent company or member company of the parent company (IN); (ii) lender being a credit institution or international financial institution (CI); (iii) lender being other entities not falling under the above two categories (for syndicated loans, fill in according to the majority lender) (KH).

- Column 11 “Change”: Adjustments to the outstanding balance during the period that do not give rise to cash flows, due to: (i) exchange rate fluctuations when converting the loan currency into USD between reporting periods; (ii) adjustments due to incorrect reporting in previous period(s); (iii) conversion of a short-term loan into a medium- or long-term loan; (iv) conversion of loan capital into contributed capital; (v) debt write-off; etc.

Column 11 shall take a positive (+) value if there is an increase and a negative (-) value if there is a decrease; the borrower shall clearly report the contents giving rise to the change.

- Column 12 = Column 6 + Column 8 - Column 9 + Column 11

- Control formula: Column 6 of the reporting period = Column 12 of the immediately preceding reporting period