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Foreign loan registration is a mandatory administrative process at the State Bank, applied to businesses when they need to borrow medium or long-term capital from foreign funding sources or when short-term loans are extended, with the total term increasing to over a year.
At this time, the need for loans from credit institutions, investment funds, foreign enterprises, or FDI enterprises is increasing in Vietnam. This reflects the international trend of leveraging global financial resources to support business development and expand operations. In this article, Siglaw Law Firm would like to share basic knowledge about the legal matters related to foreign loan registration documents.
Who must register for a foreign loan?
The law stipulates 05 subjects that must register for foreign loans, specifically as follows:
- The borrower enters into an agreement of foreign loan with a non-resident lender
- The Party is obliged to pay debt issued outside the territory of Vietnam to non-residents
- The organization is responsible for paying the debt directly to the entrusting party in case a credit institution or foreign bank branch signs an entrusted on-lending contract with the entrusting party who is a non-resident
- The organization that inherits the obligation to repay foreign loans is subject to new registration and registration of changes according to the provisions of this Circular No. 12/2022/TT-NHNN in case the borrower is taking out a foreign loan, it shall divide and separation, consolidation or merger
- The borrower in a financial leasing contract with the lessor is a non-resident
Dossier to register for a foreign loan
| Stt | Detail | Type | Note |
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Registering form Appendix 01, circular No. 12/2022/TT-NHNN | Original | |
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Enterprise/Business registration certificate | Copy | |
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Documents proving loan purpose
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Copy | |
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Vietnamese translations of foreign loan agreement and agreement to extend short-term loans to medium or long-term | Copy | |
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Vietnamese translation of Guarantee commitment document | Copy and Vietnamese translation | If guaranteed |
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Documents from competent authorities approving and approving foreign loans according to the provisions of law on decentralization of rights, responsibilities, and obligations of state owners | Copy | |
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Report on compliance with the SBV’s regulations on safety limits and ratios in the operations of credit institutions and foreign bank branches. This report includes an assessment of compliance with foreign loan conditions by self-borrowing and self-payment during the period from the end of the last 03 months before the date of signing the loan agreement to the end of the latest month before the time of submitting complete documents. Apply for a foreign loan. If there is a violation, the report also describes the measures approved by the Prime Minister or the Governor of the State Bank (if any) for the credit institution or foreign bank branch. | Copy | |
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Confirmation from the bank on providing service | Copy | In case borrowers open loan accounts and repay foreign debt at banks providing account services |
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Documents proving profits from direct investment activities of foreign investors, legally exchanged in Vietnamese Dong, along with confirmation from the bank on the division and transfer of profits | Copy | |
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Documents explaining the need for foreign loans in Vietnamese Dong must be approved by the Governor of the State Bank according to the State Bank’s current regulations on conditions for foreign loans in Vietnamese Dong. | Original |
Where to register for foreign loan?
Step 1: Declare on the website: https://qlnh-sbv.cic.org.vn/qlnh/. Then print out the form and certify with a competent signature and company seal.
Step 2: The borrower sends the application to the competent authority to confirm registration within the time limit:
- Within 30 days from the date the guarantee is signed, in case of guaranteed loans.
- Within 30 days from the date of signing the medium and long-term foreign loan agreement.
- Within 30 days from the date of signing the written capital withdrawal agreement (if any) and before withdrawing the capital.
- Within 30 days from the date the short-term loan turns 01 year, from the date of first capital withdrawal.
- Within 30 days after signing the extension agreement, for short-term self-borrowing loans.
- Within 60 working days, for short-term loans being extended its principal repayment period, if the total loan term is over 01 years, starting from the date of first capital withdrawal to 1 year later. 1 year from the date of first capital withdrawal for the short-term loans without extension agreement, and there is still principal debt (including principal interest).
Step 3: The SBV receives and reviews the application
Step 4: The SBV approve or refuse in written paper
Competent authorities
The competent receiving agents specifically as follows:
- The Foreign Exchange Management Department – the SBV, if the loan amount is over 10 million USD (or another currency of equivalent value);
- Submit registration documents to a Department of the SBV in the province or city where the borrower is headquartered if the loan amount is up to 10 million USD (or another currency of equivalent value). In the case of foreign loans in Vietnamese Dong, the Governor of the State Bank will consider and make a decision of approval or not.
Phone: (+84) 961 366 238
Email:
- vphn@siglaw.com.vn
- vphcm@siglaw.com.vn
Headquarters: No.44/A32-NV13, Gleximco A, Le Trong Tan street, An Khanh, Hoai Duc, Ha Noi, Vietnam.
Southern branch: A9.05 BLOCK A, SkyCenter Building, 5B Pho Quang Street, Ward 2, Tan Binh District, Ho Chi Minh City, Vietnam.
Central branch: 177 Trung Nu Vuong, Hai Chau District, Da Nang City
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