Handbook | Detailed Instructions for Borrowing, Registering and Reporting Foreign Loans

Loans that must be registered with the State Bank include:

1. Medium and long-term foreign loans.

2. Short-term loans may have their principal repayment period extended for which the total term of the loan is over 01 year.

3. Short-term loans without an extension agreement but with outstanding principal balance (including principally entered interest) at the full date of 01 year from the date of first capital withdrawal, unless the borrower completes payment pay the above principal balance within 30 working days 01 year from the date of the first withdrawal of capital.

(Before 14/11/2022 Circular 03/2016/TT-NHNN stipulates: unless the borrower completes the loan repayment for a period of 10 (ten) days 01 (one) year from the date of first capital withdrawal).

Borrowers make registration and registration for loan changes, including:

1. The borrower signs a foreign loan agreement with the lender who is a non-resident.

2. The organization is responsible for directly repaying the debt to the entrusting party in case the credit institution, foreign bank branch signs an entrustment contract for on-lending with the entrusting party being a non-resident.

3. The party obligated to repay the debt under the debt instrument issued outside the Vietnamese territory to the non-resident.

4. The lessee in the financial leasing contract with the lessor is a non-resident.

5. Organizations inheriting foreign loan repayment obligations subject to registration or registration for changes as prescribed in this Circular. In case the borrower is making foreign loans, it shall divide and separate , merge or merge.

1. Preparation of application for a government-guaranteed foreign loan:

a) Where the borrower has declared loan information on the Website before submitting the application for foreign loan registration: the borrower prints the Application from the Website, signs and stamps it;

b) In case the borrower fails to declare loan information on the Website before submitting the application: the borrower completes the application for registration of foreign loans according to Appendix 01 issued with this Circular.

2. Deadline for submission:

The borrower shall send 01 application for registration of a foreign loan to the agency competent to certify the registration as prescribed in Article 20 of this Circular within the time limit:

a) 30 working days from the date of signing the medium- and long-term foreign loan agreement;

b) 30 working days from the date of signing the agreement to extend the short-term foreign loan into a medium or long-term for the loan specified in Clause 2, Article 11 of this Circular. from the date of first capital withdrawal;

c) 30 working days from the date the borrower is granted the Certificate of Business Registration, the License for establishment and operation under specialized law, the date of signing the investment contract under the mode of public-private partnership (public-private partnership agreement). PPP contract), the date on which the parties sign a foreign loan agreement to convert the amount prepared for investment into loan capital (whichever is later), applicable to foreign loans arising from the transfer of the amount made investment preparation of projects that have been granted investment registration certificates into foreign loans.

d) 60 working days from the full day of 01 year from the date of first capital withdrawal for:

Loans specified in Clause 2, Article 11 of this Circular, the date of signing the agreement to extend after 01 year from the date of first capital withdrawal; and

Loans specified in Clause 3, Article 11 of this Circular.

3. The State Bank shall issue a written confirmation or refusal to confirm the loan registration (with reasons clearly stated) within the time limit:

a) 12 working days from the date of receipt of the complete and valid dossier of the borrower in case the borrower has declared loan information on the Website;

b) 15 working days from the date of receipt of the borrower's complete and valid dossier in case the borrower fails to declare loan information on the Website;

c) 45 working days from the date of receipt of the complete and valid dossier of the borrower, for the case of loans in Vietnam dong, which must be reviewed and approved by the Governor of the State Bank as prescribed in Clause 3 of this Article. 20 Article XNUMX of this Circular.

4. Agencies competent to certify registration and confirm registration of changes in foreign loans as prescribed in Article 20 of this Circular shall:

a) Check the consistency and accuracy of the loan application file with the information declared on the Website; update the status of application processing on the Website for timely follow-up by the borrower in case the borrower has declared loan information on the Website before submitting the application for foreign loan registration;

b) Enter the relevant information of the loan on the Website to generate the loan code and store the information in the database of foreign loans and repayments of enterprises not guaranteed by the Government in case the borrower the borrower does not declare loan information on the Website before submitting the application for foreign loan registration; Update the application processing status on the Website for timely monitoring by the borrower.

5. For a loan in Vietnam dong, it must be approved by the Governor of the State Bank in accordance with current law provisions on foreign loan conditions, the loan registration procedure and the procedure for requesting the Governor. The State Bank considers approving the loan; the written confirmation of loan registration is concurrently the loan approval document of the Governor of the State Bank.

1. An application for loan registration as prescribed in Clause 1, Article 15 of this Circular.

2. A copy of the borrower's legal documents: Establishment license, business registration certificate, registration certificate of cooperatives, union of cooperatives and amendments and supplements (if any) ) or other equivalent documents.

3. A copy or original of the document proving the loan purpose, including:

a) For loans to implement investment projects: Investment certificate, Investment registration certificate or Decision on approval of investment policy in accordance with the law on investment and current regulations. practice of relevant laws;

b) For loans for implementation of production and business plans other than investment projects: The plan for using foreign loans shall be approved by competent authorities in accordance with the provisions of the Law on Investment, the Law on Enterprises and the Law on Enterprises. the enterprise's charter, the Law on Cooperatives and the cooperative's charter and other relevant legal documents;

c) For loans to restructure foreign debts of the borrower: The plan to restructure foreign debts of the borrower is approved by competent authorities in accordance with the provisions of the Law on Enterprises and the charter of the borrower. enterprises, the Law on Cooperatives and the cooperative's charter and other relevant legal documents;

d) For loans specified in Clauses 2 and 3, Article 11 of this Circular: Report on the initial use of short-term foreign loans that meet the requirements for short-term foreign loans (enclosed with other relevant documents). supporting documents such as the borrower's plan on using foreign loans, the plan on structuring foreign debts);

dd) The dossier components specified at Points a, b and c of this Clause do not apply to loans from commercial banks with state capital in which the State Bank is the representative agency of the owner and approved by the State Bank in accordance with regulations on management and use of state capital in enterprises.

4. A copy in foreign language and Vietnamese translation of the foreign loan agreement and the agreement to extend the short-term loan into medium or long-term (if any).

5. A copy of the foreign language and Vietnamese translation of the guarantee commitment (letter of guarantee, guarantee contract or other form of guarantee commitment) in case the loan is guaranteed.

6. A copy of the competent authority's document approving and approving the foreign loan in accordance with the law on assignment and decentralization of exercise of rights, responsibilities and obligations of the state owner, the agency State owner's representative agency according to regulations on management and use of state capital in enterprises for borrowers being state enterprises (not applicable to commercial bank loans issued by the State Bank of Vietnam). State is the owner's representative agency and has been approved and approved by the State Bank in accordance with regulations on management and use of state capital in enterprises).

7. Report on compliance with regulations of the State Bank on safety limits and ratios in operations of credit institutions and foreign bank branches in accordance with regulations on foreign loan conditions self-borrow, self-pay at 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 a complete application for foreign loan registration according to the form specified in Appendix 02 issued. enclosed with this Circular or a document proving the non-compliance with the provisions of law on credit limit and prudential ratios approved by the Prime Minister or the Governor of the State Bank according to the provisions of this Circular. provisions of law (if any) for the borrower being a credit institution or foreign bank branch.

8. Confirmation of the account service provider on the situation of capital withdrawal and debt repayment (principal and interest) up to the time of loan registration (applicable to borrowers opening accounts for foreign loans and repayments) at the account service provider) in the following cases:

a) In case of foreign loan to restructure foreign debt: A document of the borrower's account service provider bank on the situation of capital withdrawal and debt repayment for the restructured foreign loan. from foreign loans;

b) In case the portion of capital transferred by foreign investors into Vietnam used to meet investment preparation expenses is converted into medium and long-term foreign loans of enterprises with foreign direct investment capital; Foreign direct investment in Vietnam: Copy of foreign language and Vietnamese translation of documents of the creditor's account service provider bank on revenue and expenditure transactions related to foreign direct investment in Vietnam. loan formation;

c) In case the loan falls into the subjects specified in Clauses 2 and 3, Article 11 of this Circular: A document from the borrower's account service provider on the situation of capital withdrawal and debt repayment for the loan. foreign short-term initial;

d) In case the borrower is unable to provide the confirmation of the account service provider as prescribed at Points a, b, c of this Clause due to:

The account service provider has closed or suspended operations before the borrower changes to another account service provider, or;

The withdrawal of capital and repayment of foreign loans in the cases of capital withdrawal and debt repayment are not required to be made through a foreign loan or debt repayment account according to the provisions of Article 34 of this Circular;

The borrower chooses one of the other documents proving the situation of capital withdrawal and loan repayment as follows: a copy of the audited or reviewed financial statement with information proving that the borrower has received the loan amount. loans, outstanding loans up to the time of requesting the State Bank to confirm registration of foreign loans; copy and Vietnamese translation of the written certification of the overseas commercial bank where the borrower opens and uses a foreign currency account abroad to withdraw capital and repay the loan; copy and Vietnamese translation of the letter of confirmation from an overseas bank about the amount of money the lender has directly paid to the beneficiary being a non-resident for the provision of goods and services under the goods sale and purchase contract. , service with the resident as the borrower.

9. Documents and documents proving that profits are lawfully distributed in Vietnam dong from direct investment activities of the lender being a foreign investor contributing capital at the borrower and certification of the supplying bank account service on the situation of sharing and repatriating profits of the lender to prove the loan disbursement in case of foreign loans in Vietnam dong according to regulations on foreign borrowing conditions in Vietnam dong .

10. The written explanation of the demand for foreign loans in Vietnam dong for the case of foreign loans in Vietnam dong must be approved by the Governor of the State Bank in accordance with the State Bank's current regulations on conditions. foreign loans in Vietnam dong.

1. Except for the case specified in Clause 2 of this Article, in case of any change in loan-related contents mentioned in the written confirmation of registration, written confirmation of registration for change of foreign loans of the The State Bank and the borrower are responsible for registering changes to foreign loans with the State Bank in accordance with this Circular.

2. The borrower shall notify the changes on the Website, without registering for changes in foreign loans in the following cases:

a) Change the time of capital withdrawal and principal repayment within 10 working days compared with the plan confirmed by the State Bank;

b) The borrower's address changes but does not change the province or city where the borrower's head office is located, the borrower sends a notice of change of address to the agency competent to confirm registration and registration. sign changes to the borrower's foreign loan;

c) Change of the lender, relevant information about the lender in the syndicated loan with the appointment of representatives of the lenders, unless the lender is concurrently the representative of the lenders in the loan. syndication and the change of lender changes the role of representatives of the lenders;

d) Change the name of the commercial transaction of the account service provider, the security transaction bank;

dd) Change the plan for payment of interest and fees on foreign loans compared to the plan confirmed by the State Bank in the written confirmation of registration or registration for change of foreign loans, but do not change the method of payment of foreign loans. determine the interest and fees specified in the foreign loan agreement. The borrower is responsible for making a table to calculate the interest and fees to be paid so that the account service provider has a basis for checking and monitoring when making the money transfer;

e) Change (increase or decrease) the amount of capital withdrawal, repayment of principal, interest and fees within 100 currency units of the foreign loan currency compared with the amount stated in the registration confirmation document, confirmation of registration for change of foreign loan;

g) Change of the actual amount of capital withdrawal or principal repayment of a specific period is less than the amount stated in the capital withdrawal or debt repayment plan in the written confirmation of registration or written confirmation of registration for change of the loan amount. foreign loans.

3. With regard to the change at Point g, Clause 2 of this Article, before withdrawing and repaying the remaining amount of that period, the borrower is responsible for registering changes to the plan for capital withdrawal and debt repayment. for the remaining amount which has not yet been complied with the provisions of this Circular.

1. The agency competent to certify the registration and registration of changes to foreign loans (hereinafter referred to as the competent authority in this Circular) is:

a) The State Bank (Foreign Exchange Management Department): for loans with loan amount over 10 million USD (or other currency of equivalent value);

b) State Bank branch in the province or city where the borrower's head office is located: for loans with a loan amount of up to USD 10 million (or other currency of equivalent value) minus loans foreign currency in Vietnam dong must be considered and approved by the Governor of the State Bank.

2. In case the change increases or decreases the loan amount, changes the loan currency, changes the head office of the borrower, changes the borrower to an enterprise whose head office is located in another province or city make changes Competent authority to confirm registration of loan changes:

a) The borrower sends the application file for registration of change of foreign loan to the agency confirming registration and registration for change of foreign loan for the latest time.

b) The agency confirming the most recent loan change registration or registration shall act as the focal point to receive the borrower's application for loan change registration. Within 07 working days from the date of receipt of the application for registration of changes, the agency confirming the most recent loan change registration and registration shall transfer all the original documents of the application for registration of loan changes. and a copy of the application for registration and registration of changes (if any) already made of the loan to the competent authority as prescribed in Clause 1 of this Article for the competent authority to continue processing.

3. In case foreign loans in Vietnam dong must be considered and approved by the Governor of the State Bank, the Foreign Exchange Management Department shall act as the focal point and coordinate with relevant units of the State Bank to report. The Governor of the State Bank shall consider and decide according to his/her competence.

4. The exchange rate used to determine the agency competent to confirm the registration and registration of changes in foreign loans is the accounting rate announced by the Ministry of Finance and applied at the time of signing foreign loan agreements. or change agreement of the foreign loan in relation to the loan amount.

Terminate the written confirmation of registration, registration for loan change

The agency competent to handle registration and registration for change of foreign loans shall issue a document to terminate the validity of the written confirmation of registration or registration of change of foreign loans in case the application for registration, registration for change of foreign loans with fraudulent information, forged documents, documents proving eligibility for registration confirmation, registration for change of foreign loans.

In case the written confirmation of registration or registration for loan change is automatically invalidated

1. The State Bank's written confirmation of registration or change registration for foreign loans will automatically expire in case the time limit is 06 months from the last day of the approved capital withdrawal period. The State Bank confirms that the borrower does not withdraw capital and does not register to change the loan withdrawal plan as prescribed in this Circular.

2. After the written confirmation of registration or registration for change of foreign loans automatically expires as prescribed in Clause 1 of this Article, in case of continuing to perform the loan, the borrower must re-implement the procedure. continue to register for a foreign loan under the provisions of Chapter III of this Circular within 30 days from the date the parties have a written agreement on the continuation of the loan implementation.