Registering Foreign Loans with the State Bank of Vietnam under the Law

Update note: Circular 03/2016/TT-NHNN has been replaced by Circular 12/2022/TT-NHNN (effective from 15/11/2022) guiding foreign exchange management for offshore borrowing and debt repayment by enterprises. Foreign loan registration procedures are now carried out under Circular 12/2022/TT-NHNN.

Legal basis

• Circular 12/2022/TT-NHNN (Articles 11, 20).

Which loans must be registered?

Under Article 11 of Circular 12/2022/TT-NHNN, foreign loans not guaranteed by the Government must be registered with the State Bank of Vietnam, including:

• Medium- and long-term foreign loans;
• Short-term loans that are extended where the total term exceeds 01 year;
• Short-term loans without an extension agreement but with outstanding principal at the 01-year mark from the first drawdown date (except where full repayment is completed within 10 days from that point).

The regulation applies generally to all enterprises (including FDI enterprises), regardless of enterprise type.

Filing deadlines

• 30 working days from the signing of a medium- or long-term loan agreement;
• 30 working days from the signing of an agreement extending a short-term loan into a medium- or long-term loan;
• 60 working days from the 01-year mark from the first drawdown date for short-term loans with outstanding balances.

Registration dossier

• Loan registration application (per Appendix 01 or printed from the SBV’s website);
• The borrower’s legal dossier (Enterprise Registration Certificate, etc.);
• Documents evidencing the loan purpose (approved production/business plan or investment project, etc.);
• The foreign loan agreement and its Vietnamese translation;
• Other documents as prescribed (borrowing approval for state-owned enterprises, confirmation from the account-servicing bank, etc.).

Registration confirmation authority (Article 20)

• State Bank of Vietnam (Foreign Exchange Management Department): loans over USD 10 million (or equivalent in other foreign currencies) and loans in Vietnamese Dong;
• SBV provincial branch where the borrower has its head office: loans up to USD 10 million.

Frequently asked questions

What happens if a foreign loan is not registered?

The borrower may be subject to administrative penalties in the foreign exchange sector, and the account-servicing bank will refuse to process related drawdown and repayment transactions.

To register foreign loans on time with a complete dossier, please contact ANT Legal’s lawyers for review and advice before proceeding.