9th Floor Diamond Plaza Building, 34 Le Duan, Ben Nghe Ward, District 1, Ho Chi Minh City
info@bkclaw.vn
0901 333 341
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In the context of rapid economic development, the need to register foreign loans in 2024 has become increasingly important. With ongoing global economic fluctuations, accessing international capital can bring significant benefits to enterprises and individuals. However, factors such as interest rates, loan terms, and current legal regulations must be carefully evaluated. Thorough assessment ensures the loan aligns with your financial strategy and long-term goals while minimizing potential risks.
Pursuant to Clause 1, Article 3 of Circular 12/2022/TT-NHNN:
“Foreign loan refers to any loan not guaranteed by the Government (hereinafter referred to as self-borrowed, self-repaid foreign loan) and any foreign loan guaranteed by the Government, in all forms, through loan contracts, deferred payment import contracts, entrusted lending contracts, financial leasing contracts, or issuance of debt instruments on the international market by the borrower.”
Thus, foreign loan registration is an administrative procedure that enterprises must carry out with the State Bank of Vietnam for self-borrowed, self-repaid foreign loans in accordance with foreign exchange regulations.
Pursuant to Article 11 of Circular 12/2022/TT-NHNN, foreign loans requiring registration with the State Bank include:
– Medium- and long-term foreign loans.
– Short-term foreign loans extended such that the total duration exceeds 01 year.
– Short-term foreign loans without extension agreement but with outstanding principal (including capitalized interest) remaining after 01 year from the first disbursement date, except where the borrower fully repays the outstanding principal within 30 working days from the date the loan reaches 01 year from the first disbursement.
The borrower must register the loan, including:
– The borrower signing a foreign loan agreement with a non-resident lender.
– The organization responsible for direct repayment to the entrusting party in cases where a credit institution or foreign bank branch signs an entrusted lending agreement with a non-resident entrusting party.
– The party obligated to repay debt instruments issued outside Vietnam to non-residents.
– The lessee in a financial leasing contract with a non-resident lessor.
– The organization succeeding to the repayment obligation of a foreign loan subject to registration under Circular 12/2022/TT-NHNN in cases of division, separation, consolidation, or merger of the original borrower.
| Document Name | Form/Declaration | Quantity |
| Application for foreign loan registration as prescribed in Clause 1, Article 15 of Circular 12/2022/TT-NHNN. | Appendix 01_Circular 12.docx | Original: 01 |
| Certified copy of legal documents of the borrower: Establishment license, Business registration certificate, Cooperative registration certificate, Cooperative Union certificate, and amendments/supplements (if any) or equivalent documents. | Copy: 01 | |
| Certified copy or original documents proving the purpose of the loan, including: a) For loans to implement investment projects: Investment Registration Certificate, Investment Registration Certificate, or Investment Policy Approval Decision as prescribed by investment law and relevant regulations; b) For loans to implement production/business plans not being investment projects: Loan use plan approved by competent authority as prescribed by the Investment Law, Enterprise Law, Cooperative Law, and other relevant legal documents; c) For loans to restructure foreign debt: Foreign debt restructuring plan approved by competent authority as prescribed by the Enterprise Law, Cooperative Law, and other relevant legal documents; d) For loans under Clauses 2 and 3, Article 11 of Circular 12/2022/TT-NHNN: Report on use of initial short-term foreign loan meeting short-term foreign loan conditions (with supporting documents such as loan use plan, foreign debt restructuring plan); e) The documents in points a, b, and c do not apply to loans of state-owned commercial banks where the State Bank is the owner representative and has been approved by the State Bank as prescribed on state capital management in enterprises. |
Copy: 01 | |
| Certified copy in foreign language and Vietnamese translation of the foreign loan agreement and short-term loan extension agreement into medium/long-term (if any). | Copy: 01 | |
| Certified copy in foreign language and Vietnamese translation of the guarantee commitment document (letter of guarantee, guarantee contract, or other guarantee forms) if the loan is guaranteed. | Copy: 01 | |
| Certified copy of the document approving/accepting foreign borrowing by competent authority as prescribed by regulations on assignment of state owner rights, responsibilities, and obligations, state owner representative as prescribed on state capital management in enterprises for state-owned borrowers (not applicable to loans of commercial banks where the State Bank is the owner representative and has been approved by the State Bank as prescribed on state capital management in enterprises). | Copy: 01 | |
| Report on compliance with State Bank regulations on safety limits and ratios in operations of credit institutions and foreign bank branches as prescribed on self-borrowed, self-repaid foreign loan conditions at the end of the latest 03 months before signing the loan agreement until the end of the latest month before submitting complete registration dossier according to the form in Appendix 02 of Circular 12/2022/TT-NHNN, or document proving non-compliance has been approved by the Prime Minister or Governor of the State Bank as prescribed (if any) for borrowers being credit institutions or foreign bank branches. | Original: 1 | |
| Confirmation from the account servicing bank on disbursement and repayment status (principal, interest) up to the registration date (applicable to borrowers opening foreign loan and repayment accounts at the account servicing bank) in the following cases: a) For loans to restructure foreign debt: Document from the account servicing bank on disbursement and repayment status of the foreign loan to be restructured from the new foreign loan; b) For cases where foreign investor capital transferred to Vietnam used for pre-investment costs is converted into medium/long-term foreign loan of foreign direct investment enterprise as prescribed on foreign direct investment in Vietnam: Certified copy in foreign language and Vietnamese translation of disbursement documents from the lender’s account servicing bank on transactions related to loan formation; c) For loans under Clauses 2 and 3, Article 11 of Circular 12/2022/TT-NHNN: Document from the account servicing bank on disbursement and repayment status of the initial short-term foreign loan; d) Where the borrower cannot provide bank confirmation as per points a, b, c due to: closure or suspension of the account servicing bank before change to another bank, or disbursement/repayment not required through foreign loan and repayment account as per Article 34 of Circular 12/2022/TT-NHNN; the borrower may select alternative documents proving disbursement and repayment status as follows: certified copy of audited or reviewed financial statements showing receipt of loan and outstanding balance up to the date of requesting State Bank confirmation of registration; certified copy in foreign language and Vietnamese translation of confirmation from foreign commercial bank where borrower opened and used foreign currency account abroad for disbursement and repayment; certified copy in foreign language and Vietnamese translation of letter from foreign bank confirming amount paid directly by lender to non-resident beneficiary for goods/services under sales/service contract with resident borrower. |
Original: 1 – Copy: 0 | |
| Documents proving lawful dividend distribution in Vietnamese dong from foreign direct investment activities of the foreign investor contributing capital to the borrower and confirmation from the account servicing bank on dividend distribution and remittance abroad to prove disbursement for cases of foreign loans in Vietnamese dong as prescribed on conditions for foreign loans in Vietnamese dong. | Original: 1 – Copy: 0 | |
| Explanation of the need for foreign loan in Vietnamese dong for cases requiring approval by the Governor of the State Bank as prescribed on conditions for foreign loans in Vietnamese dong. | Original: 1 – Copy: 0 |
**Step 1:** Prepare foreign loan registration dossier
– If the borrower has pre-declared loan information on the online portal before submitting the registration dossier: print the Application from the portal, sign, and stamp.
– If no pre-declaration was made: complete the Application for foreign loan registration as per Section 6.
**Step 2:** Submit dossier
The borrower submits one set of foreign loan registration dossier to the competent authority for confirmation as follows:
– State Bank of Vietnam (Foreign Exchange Management Department): for loans exceeding USD 10 million (or equivalent in other currencies).
– State Bank branch in the province/city where the borrower has its principal office: for loans up to USD 10 million (or equivalent), except foreign loans in Vietnamese dong requiring approval by the Governor of the State Bank.
The company may choose one of the following methods to submit the foreign loan registration dossier:
– By post or in person at the headquarters of the State Bank or the State Bank branch in the province/city (depending on registration authority); or
– Online via the electronic portal at sbv.gov.vn or www.qlnh-sbv.cic.org.vn.
Processing time for foreign loan registration dossier is as follows:
– 12 working days from receipt of complete and valid dossier if the borrower has pre-declared loan information on the electronic portal;
– 15 working days from receipt of complete and valid dossier if no pre-declaration was made;
– 45 working days from receipt of complete and valid dossier for foreign loans in Vietnamese dong requiring approval by the Governor of the State Bank.
Pursuant to Clause 3, Article 22 of Decree 88/2019/ND-CP (as amended by Decrees 143/2021/ND-CP and 23/2023/ND-CP) on administrative sanctions in the monetary field, penalties for failure to register foreign loans are as follows:
A fine from VND 20,000,000 to VND 30,000,000 shall be imposed for one of the following violations: failure to comply with administrative procedures regarding registration or amendment of foreign loans, international bond issuance; registration or amendment of outward loans, debt recovery guarantees for non-residents…
Thus, for individuals, the fine for failure to register a foreign loan is VND 20 million to VND 30 million. For organizations, the fine is twice the amount imposed on individuals.
The foreign loan registration consulting service at BKC Law provides comprehensive and professional solutions to assist enterprises and individuals in accessing international capital. We guide clients through each step of the registration process—from identifying and selecting suitable loan sources to preparing dossiers, handling legal procedures, and complying with both domestic and international regulations. Our team of experienced lawyers is committed to delivering accurate and effective advice, helping clients optimize borrowing opportunities and ensure transparent and smooth financial transactions.
To receive free legal consultation at BKC Law, please contact our lawyers using the following information:
Telephone: 0901 3333 41
Email: info@bkclaw.vn
Branch in District 1: 9th Floor, Diamond Plaza Building, 34 Le Duan Street, District 1, Ho Chi Minh City
Branch in Binh Tan: 41 Ten Lua Street, Binh Tan District, Ho Chi Minh City
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41 Rockets, Binh Tri Dong B, Binh Tan District, Ho Chi Minh City.
info@bkclaw.vn
0901 3333 41
9th Floor, Diamond Plaza Building, 34 Le Duan, Ben Nghe Street, District 1, Ho Chi Minh City.
info@bkclaw.vn
0901 3333 41