QUY ĐỊNH VỀ KHOẢN VAY NƯỚC NGOÀI, HỒ SƠ, THỦ TỤC ĐĂNG KÝ KHOẢN VAY NƯỚC NGOÀI VỚI NGÂN HÀNG NHÀ NƯỚC

1. Legal regulations on foreign loans required to be registered with the State Bank

1.1. Types of Loans 

According to Clause 1, Article 3 of Circular No. 12/2022/TT-NHNN: “Foreign loan is a generic term which means foreign loans that are not guaranteed by the Government (hereinafter referred to as conventional loan) and those that are guaranteed by the Government by means of foreign borrowing through borrowing contracts, deferred payment contracts for import of goods, lending entrustment contracts, contracts for finance leasing or debt instrument issuance on the international market of the borrower.”

Therefore, there are 2 types of foreign loans as follows:

- Foreign loans that are not guaranteed by the Government.

- Foreign loans that are guaranteed by the Government by means of foreign borrowing through borrowing contracts, deferred payment contracts for import of goods, lending entrustment contracts, contracts for finance leasing or debt instrument issuance on the international market of the borrower.

According to Clause 2, Article 3 of Decree No. 219/2013/NĐ-CP, foreign loans not guaranteed by the Government are defined as follows: “Borrowing of a foreign loan without government guarantee (below referred to as borrowing a foreign loan by the mode of self-borrowing and self-payment) means a borrower taking a foreign loan by the mode of self- borrowing and self-responsibility for payment to the foreign lender.”

Under Clause 2, Article 3 of Law on Public debt management 2017, “Sovereign-guaranteed debt means a debt arising from a loan borrowed by an enterprise or a bank for social policies guaranteed by the Government.”

1.2. Borrowers:

a. For foreign loans not guaranteed by the Government:

Pursuant to Clause 2, Article 1 of Decree No. 219/2013/ND-CP, enterprises established and operating in accordance with the Law on Enterprises are subject to the scope of application of this Decree and are among the entities eligible to obtain foreign loans not guaranteed by the Government.

b. For foreign loans guaranteed by the Government:

Entities eligible for a Government guarantee in accordance with Article 41 of the 2017 Law on Public Debt Management and satisfying all conditions for issuance of a Government guarantee as prescribed in Article 5 of Decree No. 91/2018/ND-CP. Specifically:

- Conditions for issuance of a Government guarantee to enterprises implementing investment projects shall comply with Clause 1, Article 43 of the Law on Public Debt Management, specifically as follows:

+ Having legal entity status, being lawfully established in Vietnam, and having operated continuously for at least 03 years prior to the date of submission of the application for approval of the policy on issuance of a guarantee or the application for issuance of a guarantee;

+ Not having incurred losses for the three most recent consecutive years according to audited financial statements, except for losses arising from the implementation of State policies approved by competent authorities;

+ Having no overdue debts at the time of requesting the issuance of the guarantee, including overdue debts owed to on-lending agencies as prescribed in Clause 2, Article 33 of the Law on Public Debt Management, overdue debts owed to the Debt Repayment Accumulation Fund, overdue debts owed to lenders in respect of Government-guaranteed loans, and overdue debts owed to other credit institutions;

+ Having a feasible project financial plan appraised by the Ministry of Finance and submitted to the Prime Minister for approval in accordance with Clause 1, Article 15 and Clause 1, Article 20 of Decree No. 91/2018/ND-CP;

+ Having an equity contribution ratio to the project of at least 20% of the total investment capital of the project approved by the competent authority, together with a specific plan for arranging equity capital according to the project implementation schedule;

+ In the event of bond issuance, the enterprise must satisfy the conditions for public offering of securities in accordance with the laws on securities and the securities market.

- Conditions for issuance of a Government guarantee to policy banks implementing State policy credit programs shall comply with Clause 2, Article 43 of the Law on Public Debt Management. Specifically:

+ Being established and operating in accordance with law and having the function of mobilizing capital for lending in accordance with its charter promulgated by a competent authority;

+ The guaranteed amount being within the annual Government guarantee limit approved by the Government or the Prime Minister;

+ The Government-guaranteed loan being used to implement State policy credit programs in accordance with regulations of the Government.

1.3. Foreign loans required to be registered with the State Bank

Article 11 of Circular No. 12/2022/TT-NHNN, as amended by Clause 2, Article 3 of Circular No. 19/2024/TT-NHNN and Article 4 of Circular No. 80/2025/TT-NHNN, provides for loans that are required to be registered with the State Bank as follows:

- Medium- or long-term foreign loans, except for foreign loans arising from the issuance of letters of credit by credit institutions or foreign bank branches.

- Short-term loans for which the principal repayment period is extended and the total term of the loan is more than 01 year.

- Short-term loans without an extension agreement but with outstanding principal (including capitalized interest) at the time of completion of 01 year from the date of the first drawdown; except where, within 30 Business Days from the date of completion of 01 year from the date of the first drawdown, the borrower fully repays the outstanding principal, including by converting the entire outstanding principal into shares or capital contributions of the lender in the borrower, or the borrower is released from its entire obligation to repay the aforesaid principal.

Short-term, medium-term, and long-term loans are defined in Clauses 1 and 2, Article 2 of Circular No. 12/2014/TT-NHNN as follows:

"1. A self-borrowed and self-repaid short-term foreign loan (hereinafter referred to as a short-term foreign loan) means a foreign loan not guaranteed by the Government with a term of up to one (01) year.

2. A self-borrowed and self-repaid medium- or long-term foreign loan (hereinafter referred to as a medium- or long-term foreign loan) means a foreign loan not guaranteed by the Government with a term of more than one (01) year."

Accordingly, medium- and long-term loans (i.e., loans not guaranteed by the Government with a term of more than one (01) year) are subject to registration with the State Bank.

2. Dossier and procedures for registration of foreign loans with the State Bank

2.1. Required dossier (Article 16 of Circular No. 12/2022/TT-NHNN, Clause 4 of Article 21 of Circular No. 08/2023/TT-NHNN and Article 6 of Circular No. 80/2025/TT-NHNN)

- Loan registration application as prescribed in Clause 1, Article 15 of Circular No. 12/2022/TT-NHNN.

- A copy or original of the document evidencing the purpose of the loan, including:

+ For loans used to implement an investment project: Investment Certificate, Investment Registration Certificate, or Decision on approval of investment policy in accordance with the laws on investment and other relevant applicable laws;

+ For loans used to implement other production and business plans that are not investment projects: Plan for use of foreign loan proceeds approved by the competent authority in accordance with the Law on Investment, Law on Enterprises and the enterprise charter, Law on Cooperatives and the cooperative charter, and other relevant legal documents;

+ For loans used to restructure the borrower’s foreign debts: Plan for restructuring the borrower’s foreign debts approved by the competent authority in accordance with the Law on Enterprises and the enterprise charter, Law on Cooperatives and the cooperative charter, and other relevant legal documents;

+ For loans specified in Clauses 2 and 3, Article 11 of Circular No. 12/2022/TT-NHNN: Report on the use of the initial short-term foreign loan satisfying the regulations on conditions for short-term foreign borrowing (together with supporting documents such as the borrower’s plan for use of foreign loan proceeds and plan for restructuring foreign debts);

+ The dossier components specified at Points a, b and c of this Clause shall not apply to loans of state-owned commercial banks for which the State Bank is the owner’s representative agency and which have been approved or consented to by the State Bank in accordance with regulations on management and use of state capital at enterprises.

- Documents concerning the foreign loan agreement; the borrower may choose to submit one of the following documents:

+ A foreign-language copy and Vietnamese translation of the foreign loan agreement and the agreement on extension of the short-term loan into a medium- or long-term loan (if any); or

+ A summary of the foreign loan agreement containing at least the following contents: loan amount; drawdown period; applicable interest rates, default interest rates, and fees for the foreign loan; loan term; methods of drawdown and repayment; security measures; other financial undertakings between the borrower and lender; and other agreed contents relating to methods of drawdown or repayment of the foreign loan (if any). The summary must include references to the relevant articles, clauses, and points of the loan agreement corresponding to the summarized contents. The summary must be signed and sealed by the lawful representative of the borrower, who shall undertake that the contents of the summary are accurate and consistent with the contents of the foreign loan agreement.

- A copy of the document issued by the competent authority approving or consenting to the foreign borrowing in accordance with the law on assignment and decentralization of the rights, responsibilities, and obligations of the state owner and the state owner’s representative agency under regulations on management and use of state capital at enterprises, applicable to a borrower that is a state-owned enterprise (not applicable to loans of commercial banks for which the State Bank is the owner’s representative agency and which have been approved or consented to by the State Bank in accordance with regulations on management and use of state capital at enterprises).

- A written confirmation issued by the account service-providing bank within 10 working days before the date of submission of the loan registration dossier, confirming the status of drawdowns and principal and interest repayments up to the date on which the account service-providing bank issues such confirmation (applicable to borrowers maintaining a foreign borrowing and repayment account at the account service-providing bank) in the following cases:

+ In the case of a foreign loan used to restructure foreign debts: a document issued by the borrower’s account service-providing bank regarding the status of drawdowns and repayments of the foreign loan to be restructured using the foreign loan proceeds;

+ In the case where the capital contributed by a foreign investor into Vietnam has been used to cover investment preparation costs and is converted into a medium- or long-term foreign loan of a foreign-invested enterprise in accordance with regulations on foreign direct investment in Vietnam: a foreign-language copy and Vietnamese translation of the documents issued by the lender’s account service-providing bank evidencing the receipts and payments related to the formation of the loan;

+ In the case of a loan falling under Clauses 2 and 3, Article 11 of Circular No. 12/2022/TT-NHNN: a document issued by the borrower’s account service-providing bank regarding the status of drawdowns and repayments of the initial short-term foreign loan;

+ Where the borrower is unable to provide confirmation from the account service-providing bank, the borrower may choose one of the following alternative documents evidencing the status of drawdowns and repayments of the loan: a copy of audited or reviewed financial statements containing information evidencing that the borrower has received the loan and the outstanding balance as of the date on which the borrower requests the State Bank to confirm registration of the foreign loan; a copy and Vietnamese translation of a confirmation issued by the foreign commercial bank where the borrower maintains and uses a foreign currency account abroad to draw down and repay the loan; or a copy and Vietnamese translation of a confirmation letter issued by a foreign bank regarding the amount directly paid by the lender to the non-resident beneficiary providing goods or services under a goods or services sale and purchase contract with the resident borrower.

- Documents and evidence proving that profits lawfully distributed in Vietnamese dong from the lender’s direct investment activities, where the lender is a foreign investor contributing capital to the borrower, together with confirmation from the account service-providing bank regarding the distribution and remittance abroad of such profits by the lender, for the purpose of evidencing the disbursement of the loan in cases of foreign loans denominated in Vietnamese dong in accordance with regulations on conditions for foreign loans denominated in Vietnamese dong.

2.2. Procedures for implementation (Article 15 of Circular No. 12/2022/TT-NHNN, as amended and supplemented by Article 5 of Circular No. 80/2025/TT-NHNN and Articles 5 and 21 of Circular No. 08/2023/TT-NHNN)

Step 1: Prepare the registration application for a foreign loan not guaranteed by the Government:

+ Where the borrower chooses to submit the dossier online through the National Public Service Portal: the borrower shall directly enter the information in the foreign loan registration application available on the National Public Service Portal and submit it online;

+ Where the borrower does not choose to submit the dossier online: the borrower shall complete the foreign loan registration application according to Appendix I issued together with this Circular.

Step 2: The borrower shall submit 01 dossier for registration of the foreign loan to the competent authority responsible for confirming the registration in accordance with Article 20 of Circular No. 12/2022/TT-NHNN, as amended and supplemented by Clause 1, Article 10 of Circular No. 80/2025/TT-NHNN, effective from July 25, 2026, within the following periods:

+ 30 working days from the date of signing the medium- or long-term foreign loan agreement;

+ 30 working days from the date of signing the agreement on extension of the short-term foreign loan into a medium- or long-term loan, for loans specified in Clause 2, Article 11 of this Circular where the extension agreement is signed within 01 year from the date of the first drawdown;

+ 30 working days from the date on which the borrower is granted the Enterprise Registration Certificate, the Establishment and Operation License under specialized laws, the date of signing the investment contract under the public-private partnership (PPP) method, or the date on which the parties sign the foreign loan agreement to convert the investment preparation amount into a loan, whichever occurs later, applicable to foreign loans arising from the conversion of amounts used for investment preparation of projects for which an Investment Registration Certificate has been issued into foreign loan capital;

+ 60 working days from the date falling 01 year after the date of the first drawdown, for: loans specified in Clause 2, Article 11 of Circular No. 12/2022/TT-NHNN where the extension agreement is signed after 01 year from the date of the first drawdown; and loans specified in Clause 3, Article 11 of Circular No. 12/2022/TT-NHNN.

Step 3: The State Bank shall issue a written confirmation or refusal to confirm the loan registration (clearly stating the reasons) within 10 working days from the date on which the borrower’s dossier is received in full and valid form.

Where the dossier does not yet satisfy the conditions for processing, within 07 working days from the date of official receipt of the dossier, the State Bank shall issue a written request for the borrower to supplement or clarify the contents in accordance with this Circular. After 60 days from the date of such request for supplementation or clarification, if the borrower has not completed the dossier, the State Bank shall close the dossier on the Administrative Procedure Processing Information System in accordance with the laws on implementation of administrative procedures under the one-stop and inter-agency one-stop mechanisms at the One-Stop Department and the National Public Service Portal.

Thùy Vy - FDVN Law Firm