Circular 12/2022/TT-NHNN dated September 30, 9 guiding the management of foreign exchange for borrowing and paying foreign debts of enterprises (Effective from November 2022, 15)

CIRCULARS

GUIDELINES ON FOREIGN EXCHANGE MANAGEMENT FOR FOREIGN LOANS AND PAYMENT OF ENTERPRISE

Pursuant to the Law on the State Bank of Vietnam dated June 16, 6;

Pursuant to the June 29, 6 Law on Credit Institutions; Law amending and supplementing a number of articles of the Law on Credit Institutions dated November 2010, 20;

Pursuant to the November 26, 11 Law on management and use of state capital invested in production and business in enterprises;

Pursuant to the December 13, 12 Ordinance on Foreign Exchange; Ordinance amending and supplementing a number of articles of the Ordinance on Foreign Exchange dated March 2005, 18;

Pursuant to the Government's Decree No. 219/2013/ND-CP dated December 26, 12 on management of foreign loans and repayment of enterprises not guaranteed by the Government;

Pursuant to Decree No. 16/2017/ND-CP dated November 17, 02 of the Government defining the functions, tasks, powers and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Foreign Exchange Management Department;

The Governor of the State Bank of Vietnam promulgates a Circular guiding the management of foreign exchange for borrowing and paying foreign debts of enterprises.

Chapter I

GENERAL RULES #

Article 1. Scope

1. This Circular provides for:

a) Procedures for registration and registration of changes to foreign loans of enterprises that are not guaranteed by the Government;

b) Opening and use of foreign borrowing and debt repayment accounts by the borrower; the opening and use of the lender's payment account at an authorized credit institution in Vietnam to make foreign loans;

c) Capital withdrawal, debt repayment and other money transfers related to the performance of foreign loans;

d) Managing foreign exchange for money transfer transactions related to the handling of collateral in the Vietnamese territory, remittance of guarantee for foreign loans, repayment of debt receipts between borrowers and parties security related to foreign loans not guaranteed by the Government;

dd) The provision, use and management of information on the Website for management of foreign loans and repayments is not guaranteed by the Government (hereinafter referred to as the Website);

e) The regime of reporting statistics on foreign borrowing and debt repayment activities of enterprises that are not guaranteed by the Government.

2. The registration and registration of changes to foreign loans in the form of international bond issuance by enterprises that are not guaranteed by the Government shall comply with the regulations of the State Bank of Vietnam (below). (referred to as the State Bank) providing guidance on foreign exchange management for the issuance of bonds to the international market by enterprises that are not guaranteed by the Government.

3. The registration and registration of changes to foreign loans guaranteed by the Government shall comply with regulations of the State Bank guiding the procedures for registration and registration of changes in foreign loans and disbursements. issue international bonds guaranteed by the Government.

4. The opening and use of foreign currency accounts abroad to make foreign loans comply with the State Bank's regulations on the opening and use of foreign currency accounts abroad by residents being organizations. office.

Article 2. Subject of application

1. Residents being enterprises, cooperatives, unions of cooperatives, credit institutions and foreign bank branches established and doing business in Vietnam are foreign borrowers (hereinafter below) collectively referred to as the borrower).

2. Credit institutions, foreign bank branches in Vietnam providing foreign loan account and debt repayment services to borrowers; providing money transfer services related to foreign borrowing and debt repayment activities that are not guaranteed by the Government.

3. Organizations and individuals are the guarantors and the property guarantors for the borrower's foreign loans.

4. Credit institutions, foreign bank branches that receive loan entrustment from the lending entrusting party are non-residents.

5. Other organizations and individuals related to the borrower's foreign borrowing activities.

6. Individuals and units of the State Bank are responsible for managing and exploiting information on the Website.

Article 3. Explain words

In this Circular, the terms below are construed as follows:

1. Foreign loan is a common term used to pay for foreign loans not guaranteed by the Government (hereinafter referred to as self-borrowing and self-paying loans) and foreign loans guaranteed by the Government in any form. foreign loans through loan contracts, goods import contracts with deferred payment, loan entrustment contracts, financial leasing contracts or the issuance of debt instruments in the international market of the borrower.

2. Account service provider means a credit institution or foreign bank branch operating in Vietnam where the borrower opens a payment account to withdraw capital, repay foreign loans and perform payment transactions. performing other money transfer transactions related to foreign borrowing and debt repayment activities.

3. Bank in service of secured transactions means a credit institution, foreign bank branch in Vietnam where money transfer service is provided, performing the obligation to guarantee, transfer money, and handle security assets related to security transactions. foreign loans.

4. Financial lease means the receipt of medium and long-term credit by the lessee being a resident on the basis of a financial lease contract with a non-resident lessor; the determination of the finance lease contract shall comply with the guidance on implementation of accounting standards prescribed by the Ministry of Finance.

5. Debt instruments are bills of exchange, promissory notes, and bonds issued by the borrower outside the Vietnamese territory to non-residents.

6. Foreign loan in Vietnam dong means a foreign loan that can be withdrawn capital into the borrower's account for borrowing and paying foreign debt in Vietnam dong or the debt obligation of the loan is determined in Vietnam dong.

7. Investment projects are projects that are granted investment certificates, investment registration certificates or decisions on approval of investment policies according to the provisions of the law on investment and regulations. applicable laws and regulations.

8. Plan for use of foreign loans means a production and business plan using foreign loans, which proves the legitimate and reasonable purposes and needs of foreign loans of the borrower.

Article 4. Principles of foreign exchange management for foreign loans in the form of goods import with deferred payment

1. Foreign loan in the form of import of goods with deferred payment is an import of goods whose first capital withdrawal date is before the last payment date; in there:

a) The capital withdrawal date of the foreign loan in the form of goods import with deferred payment is:

The 90th day from the date of issuance of the transport document in case the account service provider requires the set of payment documents to have the transport document;

The 45th day from the date of completion of the inspection stated on the customs declaration has been cleared in case the bank providing account services does not require a set of payment documents to have a transport document;

b) The final payment date is determined as:

The last payment date of the contractual payment period;

The last actual payment date in case of non-performance according to the contract or the contract does not specify a payment term;

c) The term of a foreign loan in the form of import of goods with deferred payment is the period from the date of first capital withdrawal to the last payment date.

2. Self-borrowing and self-paying loans in the form of goods import with deferred payment are not subject to registration or registration for change of foreign loans as prescribed in Chapter III of this Circular.

3. Transactions of money transfer for debt payment (principal, interest), payment of fees related to foreign loans in the form of goods import with deferred payment are not required to be done through foreign loan and debt repayment accounts.

Article 5. Using the Website to declare registration information, register for loan changes and report on the performance of self-borrowing and self-paying loans

1. In case the borrower chooses to declare registration information, register changes to reduce the time to process administrative procedures, the borrower uses the website to declare information related to the loan approved. register, declare information about the contents of the request for confirmation of registration of changes before submitting the application for registration and registration for change of foreign loans.

2. For reporting on the performance of foreign loans, the borrower must use the website to implement the online reporting regime as prescribed in this Circular.

Article 6. Implementation of foreign loans after the borrower is divided, split, consolidated or merged

1. When the borrower is divided, split, consolidated or merged, the organization inheriting the rights and obligations related to the foreign loan shall continue to perform the borrower's responsibilities as prescribed in this Circular.

2. In case only 01 organization inherits the rights and obligations related to foreign loans of the divided or separated borrower: the lender, the newly established organization after the division, the separated organization, the separated organization. The separated organization shall agree in writing to determine the organization that will inherit the rights and obligations of the divided or separated borrower in the foreign loan, ensuring that it is not contrary to the provisions of relevant laws.

3. In case after the division or separation, many organizations are jointly responsible for the obligation to repay foreign loans:

a) Jointly responsible organizations must agree in writing to authorize an organization to carry out administrative procedures and comply with the reporting regime related to foreign loans as prescribed in Clause XNUMX of this Article. This circular;

b) Organizations jointly responsible for the performance of foreign loan repayment obligations shall jointly open a joint payment account to act as an account for foreign borrowing and debt repayment. In case they do not jointly open a joint payment account to act as an account for foreign borrowing and debt repayment, these organizations must ensure the opening of foreign loan and debt repayment accounts at the same bank providing account services to continue to repay foreign loans;

c) Where one of the organizations jointly and severally responsible for the debt repayment obligation of a foreign loan is a foreign direct investment enterprise, the use of the account to repay this loan shall be carried out in accordance with law. in accordance with the provisions of this Article. The bank where the organizations are jointly responsible for the foreign loan repayment obligation opening an account to repay the foreign loan is not required to be the bank where the foreign direct investment capital account is opened. .

4. The bank providing account services of the borrower that is divided, split, consolidated or merged shall cooperate in providing information on the withdrawal and repayment of foreign loans at the request of the borrower. the successor organization is responsible for repaying foreign loans and/or the account service provider bank of the inheriting organization is responsible for foreign loan repayment so that the parties have a basis to continue to perform the loan, ensure ensure compliance with the law on foreign borrowing and debt repayment.

Article 7. Principles for making and sending dossiers

1. The borrower sends 01 set of documents to carry out administrative procedures as prescribed in this Circular in 01 of 02 following ways:

a) Paying directly at the One-Stop Shop Department of the State Bank;

b) Send by postal service.

2. The documents in the dossier are the original, the original or the copy certified by the borrower about copying from the original.

3. Vietnamese translations of foreign-language documents are translations translated by the borrower himself or through a translation service provider. The borrower confirms the accuracy of the Vietnamese translation with the foreign language content.

4. In case the borrower simultaneously carries out the procedures for registration, registration for change of many foreign loans at the same time, or during the time when the State Bank (Foreign Exchange Management Department) or the Bank State branches of provinces and centrally run cities (hereinafter referred to as branches of the State Bank for short) are processing applications for registration and registration of changes to other foreign loans of borrowers and borrowers. There is no need to resubmit the documents with the same content to the agency handling administrative procedures.

Chapter II

MANAGEMENT AND USE OF ELECTRONIC SITES #

Article 8. Websites

1. The State Bank manages information and data on foreign borrowing and debt repayment activities of enterprises that are not guaranteed by the Government through the website accessed via the address www.sbv.gov.vn or www.qlnh-sbv.cic.org.vn.

2. The use of the Website to declare registration information, register for loan changes and report on the performance of self-borrowing and self-paying loans shall comply with the provisions of this Circular and guiding documents. User guide posted on the Website.

3. Borrowers shall register for an access account on the Website according to the provisions of Article 10 of this Circular.

Article 9. Handling in case of technical errors when using the Website

1. In case the Website encounters a technical error (not the fault of the borrower), the borrower shall temporarily report the implementation of foreign loans in writing. After the problem is rectified, the State Bank branch is responsible for updating the borrower's report on the Website on the basis of the borrower's written report.

2. In case the borrower encounters a technical error (due to the borrower's fault), the borrower is responsible for:

a) Actively take the initiative and urgently find solutions to overcome errors or actively coordinate with the technical department in charge of the Website to find solutions to overcome errors;

b) Temporarily report on the performance of self-borrowing and self-pay foreign loans in writing according to the report form in Appendix 05 issued with this Circular, and at the same time report to the State Bank (Department of Forex) about this technical breakdown;

c) Update the report on the performance of self-borrowing and self-repaying loans on the Website as soon as the problem is rectified.

Article 10. Access accounts

1. Access account is the username and password to access the Website granted to the user, including:

a) Borrower;

b) Officials under the Foreign Exchange Management Department and the State Bank's branches in provinces and cities participating in the management of foreign borrowing and debt repayment activities that are not guaranteed by the Government;

c) Units of the State Bank are authorized to exploit data on borrowing and paying foreign debts which are not guaranteed by the Government.

2. Once granted an access account, the user shall declare, report, manage and use information on the Website through his/her access account.

3. Register and grant access account for the user being the borrower:

a) The user fills in the information on the electronic declaration to request an access account according to the instructions on the website, prints the declaration from the website, signs and stamps it;

b) The user submits the declaration specified at Point a of this Clause via postal service or directly submits it to the State Bank branch specified at Point a, Clause 5 of this Article;

c) Within 03 working days from the date of receipt of the user's declaration of request for an access account with complete and valid information, the competent authority specified at Point a, Clause 5 This browses and grants account access via the registered email address of the user. In case of refusal to grant an access account, there must be an online reply clearly stating the reason.

4. Register to change access account information:

a) Borrower registers to change access account information when there is a change as follows: Borrower's name, borrower's business type, address, tax code, contact phone number, address email box;

b) Implementation process:

Borrower fills in information on the electronic declaration requesting change of access account information according to the instructions on the Website;

Within 03 working days from the date of receipt of the electronic declaration requesting change of information about the access account, the competent authority specified at Point a, Clause 5 of this Article shall approve the change of account information. access via the registered email address of the user. In case of refusal, there must be an online reply clearly stating the reason.

5. Authority to grant and manage access accounts:

a) The State Bank's branch in the province or city where the borrower's head office is located shall grant and manage an access account for the borrower in the area under its management;

b) The Department of Foreign Exchange Management - The State Bank shall grant and manage access accounts for individuals and units specified at Points b and c, Clause 1 of this Article.

Chapter III

PROCEDURES FOR REGISTRATION, REGISTRATION FOR CHANGE OF FOREIGN LOAN, SUBJECT TO PAY #

Section 1. LOAN REGISTRATION

Article 11. Loans subject to registration

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 from the date of full 01 year from the date of first capital withdrawal.

Article 12. Loan term to determine registration obligation

1. For loans specified in Clause 1, Article 11 of this Circular, the loan term is determined from the expected date of first capital withdrawal to the expected date of final repayment of principal on the basis of the provisions of the agreement. foreign loan agreement.

2. For loans specified in Clause 2, Article 11 of this Circular, the loan term is determined from the date of first capital withdrawal to the expected date of final repayment of principal on the basis of the provisions of the loan agreement. foreign loans, agreements to extend foreign loans.

3. For loans specified in Clause 3, Article 11 of this Circular, the loan term is determined from the date of first capital withdrawal to the expected date of final repayment of the principal.

4. The capital withdrawal date specified in this Article is:

a) The date money is credited to the borrower's account for loans disbursed in cash;

b) The date the lender makes payment to the non-resident for the provision of goods or services under the goods and service purchase and sale contract with the resident being the borrower;

c) The date the borrower is recorded as fulfilling the payment obligation to the lender in case the parties choose to withdraw capital from the medium and long-term foreign loan in the form of clearing as prescribed in point d. Clause 1, Article 34 of this Circular.

d) The date the borrower receives the leased property for loans in the form of foreign financial lease in accordance with relevant laws;

dd) The date the borrower is granted the Certificate of Business Registration, the License for establishment and operation under specialized laws, the date of signing the public-private partnership (PPP) investment contract, the date of the party signing the foreign loan agreement to convert the investment preparation amount into loan capital (whichever is later), applicable to foreign loans arising from the transfer of the investment preparation amount of the parties. the project has been granted an investment registration certificate into foreign loan in accordance with the law on foreign exchange management for foreign direct investment activities in Vietnam.

Article 13. Agreements on foreign loans for loan registration

1. Foreign loan agreement for loan registration (hereinafter referred to as foreign loan agreement) means effective capital withdrawal agreements signed between the borrower and the non-resident lender. ; debt instruments issued by residents to non-residents outside the territory of Vietnam; loan entrustment agreement or loan entrustment agreement together with the on-lending agreement in case the trustee is the party responsible for direct debt repayment to the entrusting party who is a non-resident.

2. Borrowers do not have to go through loan registration procedures when signing with non-residents agreements with no withdrawal effect such as framework credit agreements, memorandums of understanding, or other similar agreements. . The content of these agreements must ensure that they do not contravene the provisions of Vietnamese law.

3. In case a borrower's medium and long-term self-borrowing or self-paying loans are issued, when there is a document giving rise to the withdrawal effect of the agreements mentioned in Clause 2 of this Article, the borrower shall register. loans as prescribed in this Circular. In this case, the foreign loan agreement includes the original agreement and the document giving rise to the withdrawal effect of such agreement.

Article 14. Subjects of registration and registration for loan changes

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.

Article 15. Procedure for loan registration

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.

Article 16. Application for loan registration

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.

Section 2. REGISTRATION OF LOAN CHANGES

Article 17. Registration for loan changes

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.

Article 18. Procedures for applying for loan change registration

1. Prepare Application for Change of Loan:

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

b) In case the borrower does not declare loan change information on the Website before submitting the application: the borrower completes the application form for foreign loan change according to Appendix 04 issued with this Circular. this fourth.

2. Deadline for submitting application for registration of change of foreign loan:

Within 30 working days from the date:

a) The parties sign an agreement to change or before the time of implementation of the changed content (for the case where the changed content does not need to be signed, the change agreement is still guaranteed to be consistent with the foreign loan agreement);

b) The organization inheriting the obligation to repay foreign loans shall be granted a business registration certificate or the date the parties sign an agreement on the change of the borrower in case the original borrower is divided or separated, consolidation, merger (whichever comes later) and before continuing to withdraw capital and repay foreign loans;

c) The borrower completes the update of information on name change and/or address change, moving the head office to another province or city on the National Business Registration Database;

d) The lender (or the organization representing the lender in the syndicated loan – if any), the guarantor, the guarantor or other related parties mentioned in the registration confirmation, written confirmation change registration recipient sends written notice to the borrower of the name change and before making money transfers related to these parties.

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

a) 12 working days from the date of receiving the complete and valid dossier of the borrower in case the borrower has declared loan change information on the Website before submitting the change registration dossier. , or;

b) 15 working days from the date of receipt of the complete and valid dossier of the borrower in case the borrower fails to declare loan change information on the Website before submitting the change registration dossier. .

4. The competent authority defined in Article 20 of this Circular shall:

a) Check the consistency and accuracy of the loan change registration dossier with the information declared on the Website; update the status of application processing on the Website so that the borrower can promptly follow up in case the borrower has declared loan change information on the Website before submitting the application for change registration;

b) The organization enters relevant information of the loan on the website to store the information in the database of foreign loans and repayments of enterprises that are not guaranteed by the Government in case the borrower fails to declare notify loan change information on the Website before submitting the application for change; Update the application processing status on the Website for timely monitoring by the borrower.

Article 19. Application for loan change registration

1. An application for registration of changes to a loan as provided for in Clause 1, Article 18 of this Circular.

2. A copy and Vietnamese translation of the agreement on changes related to the content the borrower has registered for changes.

3. A copy of the document issued by a competent authority as prescribed by law on assignment and decentralization of exercise of rights, responsibilities and obligations of the state owner towards state-owned enterprises and state-invested capital. Investment in enterprises on the approval of the change of the foreign loan plan of the borrower being a state-owned enterprise in the case of a change to increase the loan amount or prolong the loan term (not applicable to loans from banks). commercial banks by the State Bank as the representative agency of the owner and approved and approved by the State Bank according to regulations on management and use of state capital in enterprises).

4. The composition of the application is specified in Clause 3, Article 16 of this Circular, for the case of an increase in the loan amount, or the change in the loan use purpose for the unrealized portion of the loan.

5. The composition of the application is specified in Clause 7, Article 16 of this Circular, in case the borrower being a credit institution or foreign bank branch increases the foreign loan amount.

6. A written certification of the account service provider about the situation of capital withdrawal and repayment (principal and interest) up to the time of registration for loan change, in case of registration for change of loan amount, plan capital withdrawal plan, debt repayment plan or change of commercial bank providing account services.

In case the borrower cannot provide the confirmation of the account service provider according to the provisions of this clause because the account service provider bank has closed or suspended operations before the borrower changes. to another account service provider bank and/or the withdrawal of capital and repayment of foreign loans in the cases of capital withdrawal and debt repayment which are not made through a foreign loan or debt repayment account as prescribed in Article 34 of this Law. 8 In this Circular, the borrower may choose to provide other documents as specified at Point d, Clause 16, Article XNUMX of this Circular.

Section 3. CONFIRMATION OF REGISTRATION, CONFIRMATION OF LOAN CHANGE REGISTRATION

Article 20. Authority to confirm registration, confirm registration of loan changes

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.

Article 21. Establishments that confirm registration and registration for loan changes

1. The value of a foreign loan is within the total annual limit of foreign commercial loans that are self-borrowed and self-paid, approved by the Prime Minister.

2. The borrower's compliance with and full satisfaction of regulations on foreign borrowing conditions, foreign exchange management for foreign borrowing and debt repayment activities in accordance with current regulations of the State Bank and other regulations other provisions of relevant laws at the time of application submission.

Article 22. Termination of the written confirmation of registration or 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.

Article 23. 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.

Article 24. Handling of foreign loans when the written confirmation of registration or change registration is terminated due to fraudulent information or forged documents in the dossier

1. In case the application for registration and registration for change of foreign loans is detected with fraudulent information, fake documents, documents proving satisfaction of conditions for foreign loans in order to be certified for registration or registration. If there is any change in foreign loans, the competent authority shall send a written notice to the borrower (and copy to the account service provider, security transaction bank - if any) a notice of termination of the validity of the foreign loan. the validity of the written confirmation of the borrower's registration or registration for changes in foreign loans.

2. After receiving the official letter of invalidation of the written confirmation of registration, confirmation of registration for change of foreign loans mentioned in Clause 1 of this Article, the account service provider, the transaction service bank security services shall not continue to conduct money transfers related to foreign loans according to the contents stated in the written confirmation of registration, confirmation of registration for change of foreign loans. The bank providing account services and the bank providing security transactions shall notify in writing the competent authority of the remittance transactions related to foreign loans made through these banks to the competent authority. the time when the written notice of termination of the validity of the written certification of registration or registration changes at the request of the competent authority.

3. From the date on which the written confirmation of registration or registration of changes is terminated, the borrower shall use a payment account in Vietnam Dong opened at the account service provider to repay the outstanding balance. foreign loans, debt receipts (if any).

4. The parties agree to use the accounting exchange rate announced by the Ministry of Finance, or the foreign currency buying and selling rate set by the account service provider bank or other credit institution or foreign bank branch. listed in Vietnam at the time the written confirmation of registration or change registration is terminated or the time of debt payment is transferred to determine the amount in Vietnam dong to be paid to the lender.

Article 25. Copy of written confirmation of registration or registration of loan changes, written termination of validity of written confirmation of registration or registration of loan changes

1. The State Bank (Foreign Exchange Management Department and branches of the State Bank) copy and send the following documents to the account service provider and secured transaction bank for coordination in monitoring and do:

a) Written confirmation of registration, registration for loan change;

b) Document on invalidation of written confirmation of loan registration or registration for change.

2. The State Bank (Foreign Exchange Management Department) copies and sends the documents specified in Clause 1 of this Article to the branch of the State Bank in the province or city where the borrower is headquartered for coordination in management, monitoring and reporting.

3. State Bank branches in provinces, cities, and send copies of documents to terminate the validity of the written confirmation of registration, confirmation of registration of loan changes to the State Bank (Foreign Exchange Management Department) for coordination management suit.

Chapter IV

OPEN AND USE A FOREIGN LOAN PERFORMANCE ACCOUNT #

Section 1. FOREIGN LOAN AND DEBT ACCOUNTS

Article 26. Borrower's account for borrowing and paying foreign debts

1. Foreign loan and debt repayment account means the borrower's payment account opened at a bank providing account services to withdraw capital and repay foreign loans; perform derivative transactions to prevent risks for foreign loans and other money transfer transactions related to foreign borrowing and debt repayment activities, and foreign loan guarantees.

2. For the borrower being a foreign direct investment enterprise:

a) For medium and long-term foreign loans (excluding loans mentioned at point c of this clause):

The borrower uses the direct investment capital account to conduct revenue and expenditure transactions related to foreign loans specified in Articles 28 and 29 of this Circular. In case the loan currency is not the currency of the direct investment capital account, the borrower may open another foreign loan and debt repayment account to make a foreign loan at the bank where the borrower opens the account. direct investment.

Borrowers can use 01 account for 01 or more foreign loans. The contents of revenue and expenditure of this account are specified in Articles 28 and 29 of this Circular;

b) For short-term foreign loans: the borrower can use the direct investment capital account as prescribed at Point a of this Clause or other foreign loan and repayment accounts (not the capital account). direct investment) to conduct revenue and expenditure transactions related to foreign loans. Each loan specified in this clause can only be made through 01 bank providing account services. Borrowers can use one account for one or more short-term foreign loans. The contents of revenue and expenditure of this account are specified in Articles 01 and 01 of this Circular;

c) For short-term loans with outstanding principal at the time of full 01 year from the date of capital withdrawal and the borrower will make repayment within 30 working days from the date of full 01 year from the date of withdrawal. capital, the borrower shall repay the loan via the foreign loan account, which is being used for this loan;

d) In case a foreign direct investment enterprise is an organization jointly liable for the debt repayment obligation of the original borrower after the division, separation, consolidation or merger. Enterprises with foreign direct investment capital are not required to use direct investment capital accounts to repay debts for which this organization is jointly responsible.

3. Borrowers who are not foreign direct-invested enterprises must open foreign loan and debt repayment accounts at account service providers in order to conduct money transfer transactions related to loans. abroad (withdrawal of capital, repayment of principal and interest). Each foreign loan can only be made through 01 bank providing account services. Borrowers can use 01 account for 01 or more foreign loans. The contents of revenue and expenditure of this account are specified in Articles 28 and 29 of this Circular.

Article 27. Monitoring foreign borrowing and repayment of borrowers being commercial banks or foreign bank branches

1. Commercial banks, foreign bank branches that are borrowers are not required to open and use foreign loan and debt repayment accounts at a credit institution or foreign bank branch to make the loan. foreign loans.

2. Commercial banks, foreign bank branches being borrowers are responsible for monitoring their transactions related to foreign loans in strict accordance with current regulations on accounting and bookkeeping. for commercial banks, foreign bank branches; be responsible for and ensure the implementation of transactions related to foreign loans in accordance with the contents of the State Bank's document certifying the registration and registration of changes to foreign loans of the commercial bank or branch. foreign bank.

Article 28. Contents of revenue and expenditure on foreign currency loan and debt repayment accounts

Foreign currency loan and foreign debt repayment accounts may only be used to perform transactions related to foreign borrowing and foreign debt repayment activities as follows:

1. Collection transactions:

a) Collection of money withdrawn from foreign loans;

b) Revenues from buying foreign currency from authorized credit institutions to transfer money for debt repayment (principal, interest) of foreign loans or debt receipts between borrowers and non-resident guarantors, payment of fees according to the loan agreement;

c) Conversion of foreign currency from foreign loan withdrawals in case the loan disbursement from the lender is not the currency of the foreign loan or debt repayment account;

d) Receipts from the borrower's foreign currency payment account opened at an authorized credit institution in Vietnam, the borrower's foreign currency account opened in a foreign country;

dd) Collecting authorized revenues from derivative transactions related to foreign loans;

e) Received interest is calculated on the account balance in accordance with current law.

2. Payment transactions:

a) Remittance of money for debt repayment (principal, interest) of a foreign loan;

b) Expenses for overseas remittance to pay fees according to the loan agreement, payment of debt receipts between the borrower and the non-resident guarantor as prescribed in Chapter V of this Circular;

c) Transfer to the borrower's foreign currency payment account;

d) Sale of foreign currency to authorized credit institutions;

dd) Transfers to foreign currency accounts of the borrowers opened in foreign countries to fulfill commitments under foreign loan agreements;

e) Expenses to purchase foreign currency to repay the debt (principal, interest) of the foreign loan in case the debt payment currency is not the currency of the foreign loan and debt repayment account;

g) Pay service fees related to account management and money transfer transactions through the account in accordance with regulations of the account service provider bank;

h) Expenses allowed under derivative transactions to prevent exchange rate and interest rate risks related to foreign loans.

Article 29. Contents of revenue and expenditure on foreign loan and debt repayment accounts in Vietnam dong

Accounts for borrowing and paying foreign loans in Vietnam dong can only be used to perform transactions related to foreign loans in Vietnam dong as follows:

1. Collection transactions:

a) Collecting transfer of money for withdrawal of foreign loans in case the lender uses a payment account in Vietnam Dong opened at a credit institution, foreign bank branch in Vietnam;

b) Collecting capital withdrawal from selling foreign currency to authorized credit institutions in Vietnam in case the lender does not use the current account in Vietnam dong opened in Vietnam to disburse the loan;

c) Remittance from the borrower's Vietnamese dong payment account;

d) Earning interest is calculated on the account balance in accordance with current law.

2. Payment transactions:

a) Expenses for transferring money to the lender's current account in Vietnam dong to pay the debt (principal, interest) in case the lender uses the current account in Vietnam dong to recover the debt as agreed upon; loan agreement;

b) Expenses to purchase foreign currency to repay the debt (principal, interest) of the foreign loan in case the lender does not use the payment account in Vietnam dong to recover the debt according to the loan agreement;

c) Payment of debt receipts between the borrower and the guarantor according to the provisions of Chapter V of this Circular;

d) Payment of fees in Vietnam dong, purchase of foreign currency to pay fees in foreign currency related to foreign loans;

dd) Transfer money to the borrower's Vietnamese dong payment account;

e) Pay service fees related to account management and money transfer transactions through the account in accordance with regulations of the account service provider.

Article 30. The lender's account for performing foreign loans opened at a credit institution or foreign bank branch in Vietnam.

1. The lender opens and uses a Vietnamese dong payment account of a non-resident at a credit institution or foreign bank branch in Vietnam for the following purposes:

a) Disbursement and debt recovery of foreign loans in Vietnam dong in case the borrower is a foreign direct investment enterprise borrowing from profits from direct investment activities in the Vietnamese territory. South of the lender is a foreign investor contributing capital at the borrower;

b) Recovering debts of loans subject to registration as prescribed in Clauses 2 and 3, Article 11 of this Circular but ineligible for registration certification;

c) Debt recovery of outstanding foreign loans but the written certification of registration or change registration is terminated due to fraudulent information or forged documents in the dossier as prescribed in this Circular. .

2. The lender may not use the current account in Vietnam dong specified in Clause 1 of this Article for other purposes except for the following transactions:

a) Earnings from the profits distributed from direct investment activities in the territory of Vietnam by the lender

b) Spending to buy foreign currency to transfer to overseas lender's account;

c) Transfer to another current account in Vietnam dong opened by the lender at a credit institution or foreign bank branch in Vietnam;

d) Pay service fees related to account management and money transfer transactions through the account in accordance with regulations of the account service provider.

3. The lender's use of foreign currency accounts of non-residents at commercial banks for disbursement and debt recovery for foreign loans must comply with the provisions of law on restrictions on the use of foreign exchange. on the territory of Vietnam.

4. In case of opening and using an account in the territory of Vietnam, the lender is responsible for complying with the provisions of law on the opening and use of accounts of non-residents at commercial banks in Vietnam. to carry out revenue and expenditure transactions related to foreign loans.

Section 2. WITHDRAWAL, TRANSFER OF MONEY FOR FOREIGN LOANS

Article 31. Principles of cash flow transparency

1. For the borrower who is not a commercial bank or foreign bank branch, all money transfer transactions (withdrawal of capital, debt repayment) related to a foreign loan must be done through the loan account, foreign debt repayment of the borrower, except for the cases specified in Article 34 of this Circular.

2. Money transfer orders between residents and non-residents related to capital withdrawal, debt repayment (principal, interest) and fee payment of foreign loans must clearly state the purpose of the money transfer to The bank providing account services has the facility to compare, check, keep documents and perform transactions.

3. The borrower is responsible for specifying and requesting the lender to specify the purpose of the remittance transaction related to the foreign loan to serve as a basis for determining the foreign debt obligation and transferring money to repay the loan. (principal, interest) upon maturity.

Article 32. Remittance of foreign loans

1. The borrower shall transfer money for capital withdrawal and debt repayment (principal and interest) through a bank providing account services for foreign borrowing and debt repayment.

a) In case of changing the account service provider, the borrower shall request the current account service provider to confirm the situation of capital withdrawal and debt repayment related to the foreign loan for the bank to provide. The new account service provider continues to monitor the implementation of foreign loans in accordance with current regulations on management of foreign loans and repayment;

b) In case the currency is changed but the bank providing account services is not changed, the account service provider bank is responsible for supervising the withdrawal of capital and repayment of foreign loans in accordance with current regulations on foreign loans. management of foreign loans and repayments.

2. For foreign loans that must be registered with the State Bank, the borrower may only withdraw capital and repay the debt (principal and interest) of the foreign loan after the loan is verified by the State Bank. receive registration, registration of changes, except for the following cases:

a) Withdrawal of capital and partial repayment of principal and interest in the first year of the loan subject to registration specified in Clauses 2 and 3, Article 11 of this Circular. For short-term loans that are signed with an agreement to extend into medium and long-term within 12 months from the date of first capital withdrawal, from the date of signing the extension agreement, capital withdrawal and repayment (principal, interest) ) the loan can only be continued after the loan is registered by the State Bank. The borrower is responsible for notifying the account service provider that the short-term loan has been signed into a medium- and long-term loan;

b) Withdrawal of loan capital arising from a foreign loan agreement to convert the amount of money made for investment preparation into foreign loan capital.

3. Borrowers may only receive disbursements and transfer money to repay (principal, interest) loans from the accounts of the lenders, representatives of the lenders or the payment agent banks of the lenders. in the case of a syndicated loan or a loan using a payment agent bank as specified in the loan agreement.

4. In case of receiving disbursement and transferring money for repayment (principal and interest) of foreign loans in foreign currency through the account of a third party who is a non-resident other than the subjects mentioned in Clause 3 of this Article , this content should be clearly stated in the loan agreement (or change agreement), in case the loan is subject to registration with the State Bank, this content must be confirmed in the written confirmation of registration. register, register changes to foreign loans.

5. The borrower shall repay the debt to the creditor's current account in Vietnam dong opened at a credit institution or foreign bank branch in Vietnam in the following cases:

a) Loans subject to registration as prescribed in Clauses 2 and 3, Article 11 of this Circular but are not eligible for registration confirmation. The exchange rate applied to determine the amount in Vietnam dong to be paid to the lender according to the provisions of this Point is the accounting rate announced by the Ministry of Finance or the buying and selling rate of foreign currency announced by the Ministry of Finance. account service providers or other credit institutions, foreign bank branches in Vietnam listed for application at the time the competent authority issues a written refusal to confirm the registration of foreign loans or money transfer point for debt payment;

b) The foreign loan has outstanding balance but the written confirmation of registration, the written confirmation of registration of changes is terminated due to fraudulent information or forged documents in the dossier. The exchange rate applied to determine the amount in Vietnam dong to be paid to the lender according to the provisions of Clause 4, Article 24 of this Circular.

c) Foreign loans in Vietnam dong from profits from direct investment activities in the Vietnamese territory of the lender being a foreign investor contributing capital at the borrower.

Article 33. Buying foreign currencies and transferring money to pay foreign debts

1. Borrowers purchase foreign currency at authorized credit institutions to fulfill obligations related to repayment of principal, interest and fees of foreign loans on the basis of presentation of documents and documents proving the need for foreign loans. request for payment in foreign currency legally in accordance with the law and at the request of an authorized credit institution.

2. Credit institutions are allowed to prescribe documents and documents proving the lawful demand for foreign currency on the principle of verifying the borrower's lawful debt obligations through foreign loan agreements and documents. determine the loan's capital withdrawal, the State Bank's written confirmation of foreign loan registration (in case the loan must be registered with the State Bank) and other documents (if any) as required. requirements of authorized credit institutions.

Article 34. Cases of capital withdrawal and debt repayment that are not made through a foreign loan or debt repayment account

1. Cases of capital withdrawal not through foreign loan or debt repayment accounts:

a) Withdraw capital from the lender to pay directly to the beneficiary being a non-resident providing goods and services under the goods and service purchase and sale contract with the resident being the borrower;

b) Withdrawal of foreign loans in the form of financial leases;

c) Withdrawal of capital through the borrower's account opened abroad in case the borrower is allowed to open an account abroad to make foreign loans;

d) Withdrawal of medium and long-term foreign loans through clearing with obligations to pay directly to the lender, including: payment obligation under the goods import contract, payment obligation foreign loan debt, the obligation to repay the debt receipt under the provisions of this Circular directly to the lender;

dd) Withdrawal of capital in case the amount of money made for investment preparation is converted into foreign loan capital as agreed between the parties in accordance with the law on foreign exchange management for foreign direct investment activities. outside Vietnam.

2. Cases of debt repayment not through foreign loan or debt repayment accounts:

a) Paying debts in the form of providing goods and services to the lender;

b) Repayment of debt through the agreement between the lender and the borrower to convert the outstanding balance into shares or contributed capital in the borrower;

c) Debt repayment through the agreement between the lender and the borrower to swap the loan balance into shares or capital contributions owned by the borrower;

d) Repayment of medium- and long-term foreign loans through clearing and settlement of receivables directly with the lender;

dd) Repayment of debt through the borrower's account opened in a foreign country (in case the borrower is allowed to open an account abroad to make foreign loans).

3. Within 05 working days from the date of capital withdrawal or debt repayment in the cases specified in Clauses 1 and 2 of this Article, the borrower is responsible for notifying and sending documents proving the implementation. capital withdrawal, debt repayment in the form of not using loan accounts, foreign debt repayment so that the account service provider knows and continues to monitor the borrower's foreign loan.

Chapter V

REGULATIONS ON FOREIGN EXCHANGE MANAGEMENT RELATED TO SECURITY TRANSACTIONS OF LOAN, SELF-REpay #

Article 35. Performance of guarantee obligations

1. For guaranteed foreign loans, the guarantor shall perform the guarantee obligation towards the foreign lender (the guarantee recipient) upon request according to the commitment in the loan agreement or written commitment. guarantee (guarantee letter, guarantee contract or other form of guarantee commitment) signed between related parties, ensuring that it is not contrary to current regulations of law.

2. The guarantor is a resident who transfers money to fulfill the guarantee obligation through a bank serving secured transactions (except for the case specified in Clause 01 of this Article).

3. Where the guarantor is a credit institution or foreign bank branch in Vietnam, the money transfer of the guarantee is not required to be made through the bank serving the secured transaction. Credit institutions, foreign bank branches in Vietnam that provide guarantees for foreign loans are responsible for complying with the provisions of law on bank guarantees and notify the account service provider about guarantee amount made.

Article 36. Performance of security obligations in the form of property security

1. When a property-guaranteed obligation arises for a foreign loan, the guarantor shall perform the security obligation in accordance with the commitments in the loan agreement and the security agreements which are not contrary to Vietnamese law. on secured transactions and other relevant laws.

2. The transfer of the proceeds after handling the secured property in the Vietnamese territory to the lender or the lender's representative to perform the obligation to secure the property (hereinafter referred to as the "remittance performed" obligation to secure assets”) must be done through a bank serving security transactions as prescribed in this Circular.

3. In case the security property is handled in the manner that the secured party receives the security property itself to replace the performance of the obligation, the borrower is responsible for notifying the account service provider. information about the debt obligation has been paid by the secured party's receipt of the security property itself to replace the performance of the obligation.

Article 37. Banks serving secured transactions

1. Money transfer for performance of security obligations (including money transfer for performance of guarantee obligations and money transfer for performance of property security obligations) must be done through 01 bank serving security transactions, except for the following cases: specified in Clause 3, Article 36 of this Circular.

2. In case the bank serving security transactions is also the bank providing account services of foreign loans, this bank is responsible for checking and keeping relevant documents in accordance with the provisions of this Circular. when transferring money to perform security obligations as prescribed in this Circular.

3. In case the bank serving secured transactions is not a bank providing account services of foreign loans, when transferring money to perform security obligations, the bank shall have the following responsibilities:

a) Examine and keep documents and transfer money on the basis of documents mentioned in Clause 4 of this Article;

b) Within 07 working days from the date of remittance to fulfill the security obligation, notify and send to the account service provider the documents proving the debt amount (principal, interest, fee) paid. to the lender through the performance of security obligations for the account service provider bank to monitor, determine the outstanding balance of principal, interest, and fees of the loan and serve as a basis for the transfer of funds to repay the received amount. debt between the borrower and the guarantor as prescribed in this Circular.

4. Documents for the security transaction bank to authorize the money transfer transaction to fulfill the security obligation for the foreign loan, including:

a) Agreement on foreign loan;

b) Agreements on guarantee, secured by assets related to foreign loans;

c) A written request for performance of security obligations from the lender (or the organization representing the lender or the organization representing the lender handling the collateral) according to the agreement of the parties on the security; guarantee and handle security assets, specifying the payment obligations that the borrower is unable to perform under the loan agreement;

d) A written certification of the borrower's account service provider on the situation of capital withdrawal and loan repayment up to the time of request for money transfer to fulfill security obligations;

dd) The State Bank's written confirmation of registration or registration for change of foreign loans, which contains information on the security measures for foreign loans (applicable to foreign loans); are subject to registration with the State Bank);

e) Other vouchers and documents (if any) as prescribed by the bank serving secured transactions.

5. The borrower is responsible for notifying the guarantor about the bank providing account services, the bank serving the secured transaction and fully declaring information about these banks when registering and registering. change of foreign loan (in case the loan is subject to foreign loan registration as prescribed in this Circular).

Article 38. Debt receipt between the borrower and the guarantor

1. Debt receipt (if any) between the borrower and the guarantor is a debt that the borrower is obliged to repay to the guarantor after the guarantor has performed the security obligation under agreements between the borrower and the guarantor. the borrower, the guarantor, the lender in relation to the foreign loan (hereinafter referred to as the “debt receipt”).

2. The maximum amount of debt receipt does not exceed an amount equivalent to the debt obligation under the foreign loan agreement that has been implemented through the implementation of security measures.

3. Where the borrower and the resident guarantor have an agreement on interest and fees for the debt receipt, the content of the agreement on the interest and fees for the debt receipt must be consistent with current regulations of the Bank. Social legal.

4. In case the borrower and the guarantor are non-residents, there is an agreement on the interest and fees for the debt receipt, the total amount of interest and fees paid by the borrower to the guarantor, converted according to the percentage of the debt. hundred per annum on the total amount of the debt receipt, not exceeding the interest rate applicable to the late payment loan amount specified in the foreign loan agreement with security measures.

5. The agreement on debt receipt currency and debt payment currency in the territory must be consistent with regulations on restrictions on the use of foreign exchange in the territory of Vietnam.

Article 39. Refund of debt received

1. The borrower shall return the debt receipt to the guarantor on the basis of presenting to the bank providing the account service:

a) Foreign loan agreements and security agreements related to foreign loans;

b) Agreement of the parties on the obligation to repay the debt received by the borrower to the guarantor;

c) Documents proving that the guarantor has performed the security obligation related to the foreign loan (copy of money transfer document proving that the guarantor has paid the debt on behalf of the borrower, documents proving the amount performance of the security obligation has been transferred to the bank serving the security transaction, documents evidencing the transfer of the security property to perform the obligation);

d) Other vouchers and documents (if any) as prescribed by the account service provider bank.

2. The repayment of the debt receipt to the guarantor must be done through a foreign loan and debt repayment account. In case the currency of payment for the debt receipt is different from the currency of the foreign loan and debt repayment account, the borrower may make it through another account opened at the same bank providing the borrower's account service. get a loan.

Chapter VI

STATISTICS REPORTING MODE FOR SELF-LOAN AND PAYMENT #

Article 40. Reporting regime for account service providers

The account service provider bank shall implement the reporting regime in accordance with the State Bank's regulations on the statistical reporting regime applicable to authorized credit institutions and foreign bank branches.

Article 41. Reporting regime for borrowers

1. On a monthly basis, no later than the 05th of the month following the reporting period, the borrower must report online on the performance of short, medium and long-term loans at the Website. In case the Website encounters a technical error and cannot send the report, the borrower shall send a written report according to the form in Appendix 05 issued with this Circular.

2. Within 10 working days from the date of receiving the borrower's report on the Website, the State Bank branch shall approve the report on the Website (or enter information from the written report in in case the Website encounters a technical error) to save information in the database. In case the reported information is correct, the borrower will be notified via email of the completion of the report as prescribed. In case there is inaccurate information or need to be clarified, the State Bank branch shall notify by email to the borrower for adjustment of data.

3. Within 03 working days after detecting errors in foreign loan and repayment reports, the borrower is responsible for reporting online at the Website (or in writing in the school). In case the website encounters technical errors) the situation of short, medium and long-term loan performance with incorrect data has been overcome; at the same time, notify the State Bank's branch by email so that the State bank's branch can conduct censorship according to the provisions of this Circular.

Article 42. Unscheduled reports

In exceptional cases or when necessary, the borrower and the account service provider bank shall make reports at the request of the State Bank.

Chapter VII

RESPONSIBILITIES OF RELATED PARTIES #

Article 43. Responsibilities of the borrower

1. Comply with regulations on management of foreign loans and repayment of foreign loans in this Circular and other relevant laws when signing and performing foreign loan agreements and foreign loan security agreements. outside.

2. Present documents in accordance with the law and at the request of the account service provider when determining the nature of the loan as a loan in cash or in the form of a financial lease and/or a loan. other methods and when performing remittance transactions related to foreign loans.

3. Comply with regulations on information declaration, reporting and confidentiality in accordance with this Circular.

4. Take responsibility before law for:

a) Determining the nature of a foreign loan as a loan in cash or in the form of a financial lease and/or other form. In case a foreign loan is a loan in the form of a financial lease, the borrower is responsible for determining the date of receipt of the leased property and providing information to the competent authority or the bank providing account services upon receipt of the leased property. requested;

b) Accuracy and truthfulness of: the information provided and declared on the Website through his/her access account; the information and documents provided together with the application for registration, registration for loan changes, reports sent to the competent authority; information provided, documents presented to commercial banks when performing money transfer transactions related to foreign loans.

Article 44. Responsibilities of secured transaction banks

1. Providing money transfer services to fulfill security obligations as prescribed in this Circular.

2. Check and keep documents when providing money transfer services to fulfill security obligations as prescribed in this Circular.

3. Provide accurate information on the money transfer for performance of security obligations at the request of the competent authority, the borrower, the borrower's account service provider bank.

Article 45. Responsibilities of account service providers

1. Provide account services for transactions related to foreign loans (withdrawal, debt repayment, fee payment, money transfer transactions related to foreign loan security in accordance with the Circular No. this) on the basis of:

a) The written confirmation of registration or registration for change of foreign loans (in case the loan is subject to registration or registration for changes), the document related to the invalidation of the written confirmation; registration, confirmation of registration of changes to foreign loans;

b) Loan agreement, loan agreement change agreement and other agreements related to foreign loans;

c) Plan on using loan capital, Investment project using short-term foreign loan of short-term foreign loan (with the borrower's commitment that this Plan has been approved by a competent authority in accordance with the provisions of this Decree). in accordance with regulations on foreign borrowing and debt repayment conditions), applicable to short-term foreign loans;

d) Documents proving that the guarantor has performed the security obligations related to the self-borrowing or self-paying loan (money transfer documents proving that the guarantor has paid the debt on behalf of the borrower, documents proving that the guarantor has paid the debt on behalf of the borrower). the amount transferred by the guarantor or the representative organization dealing with the secured property to the lender or representatives of the lenders or other documents of equivalent value);

dd) Documents proving the borrower's compliance with the online reporting regime on short-term foreign debt borrowing and repayment as prescribed in this Circular (screenshot of the report on the website, certified by the borrower). the borrower);

e) Documents proving that the borrower performs foreign currency risk prevention operations for the payment period of foreign loans in accordance with current regulations on management of foreign loans and repayment (if any);

g) Dossiers and other documents according to internal regulations of the account service provider bank.

2. Check and compare the correctness of money transfer requests (withdrawal, debt repayment) with documents presented by the borrower and related parties to ensure the related remittance transactions. relating to foreign loans in accordance with the written registration confirmation, change registration confirmation (in the case of a loan subject to registration, change registration), loan agreement and other relevant agreements; regulations on foreign exchange management.

3. Provide accurate information about the borrower's foreign loan (including the contents of the amount withdrawn, loan repayment; time of capital withdrawal and repayment; reference information of the loan agreement, the lender, and the loan agreement). loan) in the written confirmation of the borrower's foreign loan performance at the borrower's request or at the request of a competent authority.

Article 46. Responsibilities of the Foreign Exchange Management Department

1. To assume the prime responsibility for building a model of information management of foreign borrowing and debt repayment through the Website.

2. To perform the functions and tasks specified in this Circular.

3. Exploiting and using the database on foreign borrowing and debt repayment in service of policy formulation and administration in accordance with its functions and tasks.

4. To assume the prime responsibility for, and coordinate with the Vietnam National Credit Information Center:

a) Develop User Manuals, post them and regularly update them on the Website;

b) Editing and upgrading the contents of the Website to create favorable conditions for users, ensuring the database serving the management of foreign loans and repayments not guaranteed by the Government;

c) Answering questions related to the Website; receive and promptly guide and handle problems and recommendations of users in the process of exploiting and operating the Website;

d) Guide the registration and grant of access accounts, registration for change of access account information for the subjects specified at Points b and c, Clause 1, Article 10 of this Circular.

Article 47. Responsibilities of the Vietnam National Credit Information Center

1. Maintain safe and stable operation of the Website, ensure that the Website and database of foreign loan and debt repayment management are not illegally accessed.

2. Using information on borrowing and paying foreign debts of enterprises to build a national credit information database, serving management requirements of the State Bank and business and risk management activities of credit institutions, foreign bank branches.

3. Cooperate with the Foreign Exchange Management Department in implementing the contents specified in Clause 4, Article 46 of this Circular.

Article 48. Responsibilities of State Bank branches

1. To perform the functions and tasks according to their competence as prescribed in this Circular.

2. To be responsible for guiding, monitoring, reminding and urging the borrowers to declare information and report in accordance with this Circular.

3. Exploiting and using the database on foreign borrowing and debt repayment within its competence to serve the management of foreign borrowing and debt repayment in the locality in accordance with its functions and tasks.

4. Provide supervisory opinions on the compliance with the law on prudential ratios in banking operations by the borrower being a credit institution or foreign bank branch (under its jurisdiction) authority to inspect and supervise micro-safety of the State Bank's branch when consulted by the competent authority). The scope of supervision comments includes opinions on individual indicators and consolidated indicators of ratios and limits reported by credit institutions and foreign bank branches in Appendix 02 issued. attached to this Circular;

5. To examine, inspect, and handle administrative violations according to its competence for cases of administrative violations in the course of implementing the provisions of this Circular.

Article 49. Responsibilities of the Banking Inspection and Supervision Agency

1. Provide supervisory opinions on compliance with the law on prudential ratios in banking operations of credit institutions, foreign bank branches (under the inspection authority, micro-prudential supervision by the Banking Inspection and Supervision Agency when it is consulted by the competent authority). The scope of supervision comments includes opinions on individual indicators and consolidated indicators of ratios and limits reported by credit institutions and foreign bank branches in Appendix 02 issued. attached to this Circular.

2. To examine, inspect and handle administrative violations according to their competence, for cases of administrative violations during the implementation of the provisions of this Circular.

Chapter VIII

TERMS ENFORCEMENT #

Article 50. Enforcement

1. This Circular takes effect from November 15, 11, except for the provisions in Clause 2022 of this Article.

2. Regulations on hedging against foreign currency risks for payment periods of foreign loans and stipulations on the responsibility of checking documents of account service providers for the borrower's implement foreign currency hedging operations applied from the time the regulations on conditions for foreign loans are not guaranteed by the Government (including regulations on hedging against foreign currency risks for foreign loans) take effect. enforcement force.

3. From the effective date of this Circular, the following documents cease to be effective:

a) Circular No. 03/2016/TT-NHNN dated February 26, 2 of the Governor of the State Bank guiding a number of contents on foreign exchange management for borrowing and paying foreign debts of enterprises;

b) Circular No. 05/2016/TT-NHNN dated April 15, 4 of the Governor of the State Bank amending and supplementing a number of articles of Circular 2016/03/TT-NHNN dated February 2016, 26 of the State Bank of Vietnam. The Governor of the State Bank shall guide a number of contents on foreign exchange management for the borrowing and repayment of foreign debts of enterprises;

c) Circular No. 05/2017/TT-NHNN dated June 30, 6 of the Governor of the State Bank amending and supplementing a number of articles of Circular 2017/03/TT-NHNN dated February 2016, 26 of the State Bank of Vietnam. The Governor of the State Bank shall guide a number of contents on foreign exchange management for borrowing and paying foreign debts of enterprises.

Article 51. Transitional provisions

1. For the implementation of foreign loans in the form of import of goods with deferred payment: Medium and long-term foreign loans in the form of import of goods with deferred payment have been registered by the State Bank. , confirm the registration of change of foreign loans before the effective date of this Circular, continue to perform (withdrawal of capital, repay the loan) according to the written confirmation of registration and registration for change of foreign loans. In case there are any changes mentioned in the written confirmation of registration or registration for change of foreign loans, the borrower shall do so on the basis of an agreement with the lender. for the State Bank.

2. For foreign loans in Vietnam dong:

a) Foreign loans in Vietnam dong which have been certified by the State Bank's branch for registration or change registration before April 15, 4 may continue to be implemented according to written certifications of registration and registration. change signature of the State Bank branch.

b) In case there is a change in the content of foreign loans in Vietnam dong which has been certified by the State Bank (Foreign Exchange Management Department) for registration or registration of changes, the identification of the competent authority shall be determined. the right to handle change registration dossiers shall comply with Article 20 of this Circular.

3. For the implementation of short-term foreign loans: Short-term foreign loans that have been made (withdrawal of capital, repayment of debt) before the effective date of this Circular may continue to be performed through current accounts. time.

4. For foreign loans that have the content of the lender's address confirmed in the written registration confirmation or change registration confirmation, in case there is a change of the lender's address but no change in the address of the lender. When changing creditor's country, the borrower does not need to register for change of foreign loans in accordance with this Circular.

5. Applications for registration and registration for change of foreign loans already submitted to the State Bank before the effective date of this Circular shall continue to be handled in accordance with Circular No. 03/2016. /TT-NHNN dated February 26, 2 of the Governor of the State Bank of Vietnam guiding a number of contents on foreign exchange management for foreign borrowing and repayment of enterprises (and documents amending and supplementing ), except in the case of foreign loans, the contents of registration for changes in foreign loans are no longer subject to and required to be registered or registered for changes in accordance with this Circular.

Article 52. Implementation organization

Chief of Office, Director of Foreign Exchange Management Department, Heads of units under the State Bank, credit institutions, foreign bank branches, enterprises, cooperatives and unions of cooperativesss organize the implementation of this Circular.

APPENDIX 01

(Issued together with Circular No.…/……/TT-NHNN dated …/…/…… of the Governor of the State Bank of Vietnam)

FOREIGN LOAN APPLICATIONS NOT GUARANTEE

Dear: The bank of Viet Nam¹
(_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _)

– Pursuant to Decree No. 219/2013/ND-CP dated December 26, 12 of the Government on management of foreign loans and repayment of foreign loans of enterprises not guaranteed by the Government;

– Pursuant to Circular No.…/20…/TT-NHNN dated…month…year 20… of the State Bank of Vietnam guiding a number of contents on foreign exchange management for borrowing and paying foreign debts of enterprises Karma;

– Pursuant to the foreign loan agreement signed with the foreign lending party (parties) dated …/…/…;

The borrower with the following name registers with the State Bank of Vietnam about the borrower's medium- and long-term foreign loans as follows:

PART FIRST: INFORMATION ABOUT THE RELATED PARTIES

I. Borrower information:

1. Borrower's name: ………………………………………………………………………………………………

2. Type of borrower²: ……………………………………………………………………………………………….

3. Address: ……………………………………………………………………………………………….

4. Phone: …………………… Email: …………………… Tax code: ……………………..

5. Full name of the legal representative: ……………………………………………………..

Position: …………………………………………………………………………………………..

Full name of person authorized by legal representative (if any): ……………………

- Authorization documents: ……………………………………………………………………………..

6. Legal documents³:

7. Legal scope of activities of the borrower⁴: (specify reference source)

8. Total investment capital of the project using loan capital (applicable to foreign loans for the purpose of implementing investment projects) is …………………… in which the total contributed capital is …………. …………, total loan amount is ………… (in USD)

9. Credit balance for the project at the time of application submission (in USD)⁵:

– Outstanding short-term foreign loan: …………………… (of which overdue: ……………………)

– Outstanding domestic short-term loans: …………………… (of which overdue: ……………………)

– Balance of medium and long-term foreign loans: …………………… (of which overdue: ……………………)

– Outstanding domestic medium and long-term loans: …………………… (of which overdue: ……………………)

Number of medium- and long-term foreign loans of the enterprise (ongoing or outstanding as of the reporting date): ……………… loan

10. Equity (according to the latest audited and reviewed financial statement before the date of submission of the application for registration of foreign loans) (US Dollar):

11. Information about the lender:

1. Name of the lender (or the lender's representative)⁶: ……………………………………………………

2. Country of the lender (or the lender's representative):

3. Type of lender (or lender's representative)⁷:

III. Information about other stakeholders:

1. Bank providing account services:

1.1. Name of the bank providing account services: ……………………………………………………

1.2. Address of the bank providing account services: ……………………………………………………

1.3. Information on foreign loan and debt repayment accounts opened at account service providers:

............................................................................................................

2. Other related parties in case of cash flow (specify name and address of related party in the loan – if any)⁸: …………………………………………………………………………

PART SECOND: INFORMATION ABOUT LOAN PURPOSE

1. Purpose of the loan⁹: ……………………………………………………

2. Documents proving the legitimacy of the loan purpose

2.1. file name¹⁰: ……………………………………………………

2.2. Approved authority¹¹ (Not applicable in case the loan to implement the investment project has been issued the Investment Certificate or approved by the competent authority) ……………………………………………… ……………………………………………………

PART THIRD: LOAN INFORMATION:

1. Date of signing of foreign loan agreement: ……………………

2. Loan value: Terms:

– Numeric value: ……………………

– Value in words: ……………………………………………………..

3. Currency of the loan: Terms:

3.1. Currency of debt receipt: …………………………………………………….

3.2. Cash withdrawal: ……………………………………………………

3.3. Debt payment currency: …………………………………………………….

4. Loan form¹²: ……………………..

5. Loan term: ……………………………………………………… Terms:

6. Loan interest rate: ………………………………………………………. Rules:

7. Fees¹³: …………………………………………………….. Rules:

8. Penalty interest: ……………………………………………………… Terms:

9. Borrowing cost¹⁴: ………………………………………………………%/year Terms:

10. Capital withdrawal plan¹⁵: ……………………………………………… Rules:

11. Debt repayment plan:

11.1. Principal repayment plan¹⁶: ……………………………………….. Rules:

11.2. Interest repayment plan¹⁷: ………………………………………… Rules:

12. Security measures¹⁸: …………………………………….. Rules:

12.1. Guarantee: Terms:

– Name of the guarantor: ………………………………………………………………………………………………

– Country of guarantor: ……………………………………………………

– Date of signing guarantee agreement: …………………………………………………….

12.2. Other security measures: an overview of the security measures (type of security, type of collateral, securing party) and specify the terms of reference in the foreign loan agreement.

12.3. Bank for secured transactions¹⁹: ……………………

13. Other conditions (if any): ……………………………………………………

* Note: specify the terms of reference in the foreign loan agreement for each content in this section.

14. Expected use of foreign currency from borrowed capital (not applicable to loans disbursed to foreign loan accounts in VND):

(i) Percentage of disbursement value expected to be sold in foreign currency to authorized credit institutions: ……%

(ii) Purpose of using the remaining amount of foreign currency (in case the ratio at Point 14(i) above is less than 100%)

15. Expected purchase of foreign currency for debt repayment from authorized credit institutions: ……………………% loan value

16. Additional explanations (if any):

PART FOUR: COMMITMENT

The undersigned (legal representative of the borrower) undertakes to:

– Have read and studied all regulations on foreign loan conditions, regulations on foreign exchange management when signing and implementing foreign loan agreements; the provisions of law related to activities using foreign loans; regulations on implementation of foreign currency derivatives to hedge exchange rate risks before debt repayment (including but not limited to Decree No. 219/2013/ND-CP dated December 26, 12 of the Government on loan management , foreign debt repayment of enterprises not guaranteed by the Government; Circular of the Governor of the State Bank of Vietnam stipulating conditions for foreign loans of enterprises not guaranteed by the Government; Circular of the Governor of the Bank The State Bank of Vietnam provides guidance on foreign exchange management for foreign borrowing activities of enterprises and other relevant legal documents);

- Comply with the provisions of the law on foreign exchange management for foreign borrowing and debt repayment; other provisions of relevant laws when signing and performing foreign loans;

– Take full responsibility for the signing and implementation of secured transactions related to foreign loans, ensuring that it is not contrary to the current provisions of the law on secured transactions and other regulations. of relevant legislation.

– All information stated in this application and attached documents in the foreign loan registration dossier of the borrower is truthful and true.

Guidance on some related contents in the Application for Foreign Loans Not Guaranteed by the Government

_{___________________________________________}

¹ Specify to the Department of Foreign Exchange Management or the State Bank branch of the province or city under central authority (according to the competence specified in Article 20 of this Circular).

² Enter the type of borrower according to the following categories:

– For enterprises (excluding credit institutions, foreign bank branches):

+ State-owned enterprises: Enterprises in which 100% charter capital is held by the State (SOE); enterprises held by the State from 50% to less than 100% of charter capital (S50).

+ Foreign-invested enterprises: Enterprises with foreign ownership ratio from 51% to 100% of charter capital (F51); Enterprises with 10% to less than 51% of foreign investment capital (F10).

+ Other businesses: Cooperatives, Unions of cooperatives, Other enterprises (KHA)

– For credit institutions, foreign bank branches:

+ Commercial banks with foreign investment capital: Joint venture banks, commercial banks with 100% foreign capital; non-bank credit institutions with more than 50% foreign capital, foreign bank branches (FFI).

+ State-owned credit institutions: Credit institutions with more than 50% of charter capital owned by the State (SFI)

+ Other credit institutions: OFI

³ Specify the contents of the type of legal dossier: number, date of issue, issuing authority, and amendments and supplements (if any). Depending on the borrower, these types of legal documents include: Establishment Decision, Establishment License, Business Registration Certificate, Business Registration Certificate, Investment Certificate, Certificate receive investment registration, Cooperative and Union of Cooperatives registration papers of the borrower in accordance with the provisions of law.

⁴ Only list the main business activities and business lines recorded in the business registration certificate, establishment license, company charter, etc. related to the project, production and business plan used. capital from foreign loans.

⁵ The applicable exchange rate shall comply with the provisions of Clause 3, Article 20 of this Circular (the accounting exchange rate announced by the Ministry of Finance and applied at the time of signing foreign loan agreements or foreign loan change agreements).

⁶ Enter the exact name of the lender. In case a syndicated loan does not have a representative of the lenders (or the representatives of the lenders are not responsible for receiving/transferring money to the borrower), specify the information in this section for each lender. loans, the lender notes the majority. In the case of a syndicated loan, the representatives of the lenders and the representatives of the lenders will be responsible for acting as the focal point for payment and remittance related to the loan (specific lenders do not directly transfer/receive money). with the borrower): write the information of the representatives of the lenders. In the case of a loan in the form of an unregistered debt instrument issue, the information about the lender is replaced by information about the party acting as an issuing agent, fiduciary agent, etc., depending on the issuance structure. .

⁷ The type of lender is classified according to the following sub-categories: (i) Parent company, subsidiary companies under the parent company; (ii) Credit institutions; (iii) Financial Fund; (iv) Other international financial institutions; (v) Other subjects.

⁸ List only the related parties to which the money flows between the borrower and these related parties. In case there are agents but there is no direct cash flow to those agents, it is not mentioned in this section. Note that related parties may be businesses divided or separated from the original borrower but are still jointly responsible for the loan performance according to the agreement on joint liability between the lender and the borrowers. the party being divided or separated from the original borrower.

⁹ Specify the purpose of using foreign loans in accordance with regulations on foreign loan conditions such as: (i) implementation of investment projects; (ii) increase the scale of business capital according to the loan use plan; (iii) restructuring of foreign debt, etc. In case the borrower uses the loan for many purposes, the borrower is required to specify the amount used from the specific foreign loan for each borrowing purpose.

¹⁰ In case the purpose of borrowing is to implement an investment project: A written approval of investment policies from a competent authority, an investment registration certificate according to investment regulations; … In case the loan purpose is to increase the capital size according to the plan on using foreign loans: write the plan on using foreign loans approved by the competent authority; In case the purpose of borrowing is to restructure foreign debt: write the plan on structuring foreign debt approved by a competent authority.

¹¹ Specify the competent authority approving the capital use plan and refer to the regulations on the approving authority:

- Proof of the use of capital that is not subject to the application for an Investment Registration Certificate in accordance with the regulations on investment (fully citing the provisions of the law).

– Referring to legal regulations and regulations in the charter of the borrower to prove the authority to approve the capital use plan.

¹² Record: (i) Borrowing in cash: including borrowing directly in cash or through a loan entrustment contract with a non-resident entrusting party; (ii) Borrowing through the issuance of debt instruments (excluding international bonds); (iii) Borrowing through the form of finance lease.

¹³ Specify the fee paid domestically for residents and fees paid abroad for non-residents.

¹⁴ Enterprises calculate the estimated borrowing cost of the loan at the time of loan application submission. Foreign borrowing costs are the total costs converted as an annual percentage of the loan turnover, including the costs of the loan calculated according to the provisions of the Circular on conditions for foreign loans of the borrowers. enterprises are not guaranteed by the Government.

¹⁵ The capital withdrawal plan is consistent with the loan agreement. In case the loan agreement does not specify a specific capital withdrawal plan, based on the borrower's production and business plan and the borrower's capital needs in accordance with the loan agreement, the borrower shall take the initiative in recording the project capital withdrawal plan. detailed views by month or quarter or 6 months or year.

¹⁶ The repayment plan is consistent with the loan agreement. In case the loan agreement does not specify a specific debt repayment plan, within the scope of the commitments in the loan agreement, the expected production and business plan and the borrower's and borrower's ability to balance capital sources to repay the loan. loan, detail repayment plan by month or quarter or 6 months or year.

¹⁷ Specify the interest payment period and the time to start paying interest.

¹⁸ Currently, the Circular does not stipulate the submission of security agreements, so the reference to the provisions on secured transactions will be based on the relevant terms in the loan agreement.

¹⁹ Refer to the provisions in Chapter V of this Circular.

APPENDIX 02

(Issued together with Circular No.…/……/TT-NHNN dated …/…/…… of the Governor of the State Bank of Vietnam)

Report compliance with safety limits and rates

* Note:

In case the borrower has not complied with regulations on safety limits and ratios in the operation of credit institutions and foreign bank branches, but the non-compliance has been approved by the Prime Minister or the Governor of the State Bank of Vietnam. approved by the country in accordance with the law, the borrower clearly states the percentage of non-compliance, fully listing the approval document(s) of the Prime Minister or the Governor of the State Bank.

Instructions for making reports:

– Column (2): Safety ratios as prescribed in Article 130 of the Law on Credit Institutions

– Column (3): regulations of the State Bank for each ratio in Column (2) according to the guiding documents of the State Bank which are in effect at the time of submission of application for water loan. outside.

– Column (4) (5) (6): are the safety ratios at the end of the month in the last 03 months before the date of signing the loan agreement.

– Column (7), (…) (*): are the safety ratios at the end of the month of consecutive months from the date of signing the loan agreement/agreement to increase loan turnover to the date of submitting the full application. enough, valid.

Example: Loan agreement signed on March 23, 3. On April 2020, 20, the borrower submits an application to register for a foreign loan in accordance with regulations. On June 4, 2020, the borrower submits a complete and valid application according to the Instructions for completing the application, the letter of clarification and documents of equivalent value .... Thus, the months that need to be reported on the prudential ratio will include: reporting the prudential ratio at the time of December 05, 6, January 2020, 31, and February 12, 2019 (three months) consecutively before the date of signing the loan agreement), March 31, 01, April 2020, 28, May 02, 2020 (consecutive months from the signing of the loan agreement to the completion of the application for foreign loan registration) ).

APPENDIX 03

(Issued together with Circular No.…/……/TT-NHNN dated …/…/…… of the Governor of the State Bank of Vietnam)

Dear: .............................................

Responding to the request of …… (enterprise name) in the Foreign Loan Registration Application No. …… date …… together with relevant documents, the State Bank of Vietnam (SBV) has the following comments:

1. Confirmation (name of enterprise) has registered foreign loans at the State Bank in accordance with current regulations on management of foreign loans and repayment and relevant legal documents.

Foreign loan code is: ……………………

2. Some main contents of foreign loans:

2.1. Borrower: Name; address

2.2. Lenders¹: Name, creditor country

2.3. Other stakeholders² (if):

2.4. Date of signing foreign loan agreement:

2.5. Loan purpose:

2.6. Loan:

2.7. Loan form:

2.8. Currency of debt receipt, capital withdrawal, debt repayment:

2.9. Tenor:

2.10. Loan interest rate³:

2.11. Citation rate:

2.12. Types of fees:

2.13. Plans for capital withdrawal and debt repayment:

- Capital withdrawal plan:

- Principal repayment plan:

– Interest payment plan:

2.14. Other relevant contents (if any);

3. Loan security measures as declared by the borrower:

Company [and stakeholders] [guarantee form name] [name of collateral] according to the provisions of the security documents mentioned in article …. foreign loan agreement.

Company [and stakeholders] is solely responsible for signing and implementing security contracts and agreements for foreign loans. The performance of secured transactions for foreign loans must comply with current provisions of the law on secured transactions and other relevant provisions of law.

Bank for secured transactions:

When providing money transfer services related to secured transactions for foreign loans of (enterprise's name), bank …… needs to properly perform the responsibilities of a commercial bank in accordance with the regulations of the State Bank of Vietnam guiding the transaction. borrowing and paying foreign debts of enterprises and other relevant legal documents.

4. The loan is made through a foreign loan account, repaying the foreign debt by […]currency] at the bank …………

When providing account services for foreign loans of (enterprise's name), bank ………… needs to properly perform the responsibilities of a commercial bank in accordance with the State Bank's regulations guiding the borrowing and repayment of foreign loans by the State Bank of Vietnam. enterprises and other relevant legal documents.

5. (Name of enterprise) is responsible before the law for the signing and implementation of foreign loan agreements on the principle of self-borrowing - self-responsibility for debt repayment. The SBV does not bear any legal and financial responsibility other than certifying (name of enterprise) that it has registered for a foreign loan with some of the main contents mentioned in this document.

6. Other contents (if any)

7. SBV requires (name of enterprise):

7.1. Strictly abide by regulations on foreign loan management and repayment; foreign exchange management and other relevant laws.

7.2. Strictly comply with the contents of the signed foreign loan agreement and other agreements related to the loan with contents not contrary to the provisions of Vietnamese law.

7.3. Take full responsibility for the development, approval and implementation of plans on using foreign loans in accordance with the provisions of law; using foreign loans for the right purposes as confirmed in this official letter, ensuring compliance with the provisions of the law on enterprises, investment and other relevant laws;

7.4. Make reports on the Website according to current regulations on reports on foreign loans and repayments of enterprises.

8. In case of violation of regulations on management of foreign borrowing and debt repayment, depending on the seriousness of the violation, (name of enterprise) will be handled according to current regulations on sanctioning of administrative violations in the field of money. currency and banking.

The State Bank of Vietnam shall notify to (name of enterprise) to know and implement.

_____________________

¹ Lender (for bilateral foreign loans, syndicated foreign loans do not use the lender's representative) or the lender's representative (for syndicated foreign loans, use the lender's representative) ). Note that the endorsement of a lender representative may be accompanied by a confirmation of the original lenders. In case there is a representative of the lender but This organization is not responsible for the transfer and receipt of loan funds, still confirm specific lenders as the basis for remittance/receipt.

² Only confirm related parties that there are cash flows between the borrower and these related parties.

³ Write down the loan interest rate and refer to the terms in the loan agreement to show the principle of interest rate determination and interest calculation.

APPENDIX 04

(Issued together with Circular No.…/……/TT-NHNN dated …/…/…… of the Governor of the State Bank of Vietnam)

FOREIGN LOAN CHANGE APPLICATION IS NOT GUARANTEE

Dear: The bank of Viet Nam¹

– Pursuant to Decree No. 219/2013/ND-CP dated December 26, 12 of the Government on management of foreign loans and repayment of foreign loans of enterprises not guaranteed by the Government;

– Pursuant to Circular No. 12/2014/TT-NHNN dated March 31, 3 of the State Bank of Vietnam stipulating the conditions for foreign loans of enterprises that are not guaranteed by the Government amending and supplementing documents. supplement, replace (if any);

– Pursuant to Circular No. ……/2022/TT-NHNN dated …. month …. 2022 by the State Bank of Vietnam guiding a number of contents on foreign exchange management for the borrowing and repayment of foreign debts of enterprises;

– Pursuant to the foreign loan agreement signed with the foreign lending party (parties) dated …/…/…;

– Pursuant to the revised foreign loan agreement signed with the foreign lending party (parties) dated …/…/… (if any);

The borrower with the following name registers with the State Bank of Vietnam to change some contents related to foreign loans as follows:

I. Borrower:

1. Borrower's name: ………………………………………………………………………………………………

2. Tax code: ……………………………………………………..

3. Loan code: ………………………………………………………………………………………………

4. Number and date of the written confirmation of foreign loan registration by the State Bank of Vietnam;

5. Number and date of the State Bank of Vietnam's written confirmation of foreign loan change registration(s) (list in chronological order all written confirmations of change registration – if any) );

II. CONTENT CHANGES:

1. Change 1² …………………………………………………………………………………………:

– Current content: ………………………………………………………………………………………………

- Content changes: …………………………………………………………………………………

Reason for change: …………………………………………………………………………………………

2. Change n³: ………………………………………………………………………………………………

* Note: specify the terms of reference in the change agreement for each changed content (if any).

III. EXPLANATION FOR THE CASE OF NO AGREEMENT FOR CHANGES

............................................................................................................

IV. REQUEST:

[Borrower's name] requests the State Bank to confirm that [Borrower's name] has registered the change in foreign loan contents at the State Bank.

V. COMMITMENT

1. The undersigned (representative of the borrower) undertakes to be responsible for the accuracy of all information contained in this Application and attached documents in the application for registration of changes in foreign loans of borrower party.

2. [Name of borrower] commits to comply with the provisions of Vietnamese law, the provisions of Decree No. 219/2013/ND-CP dated December 26, 12 of the Government on loan and repayment management foreign debts of enterprises not guaranteed by the Government; Circular No. 2013/12/TT-NHNN dated March 2014, 31 of the State Bank of Vietnam regulating the conditions for foreign loans of enterprises not guaranteed by the Government and amendments and supplements, replacement (if any); Circular No. …/3/TT-NHNN dated … month … 2014 of the State Bank of Vietnam guiding a number of contents on foreign exchange management for borrowing and paying foreign debts of enterprises and documents other relevant legislation.

Instructions on some related contents in the Application for change of foreign loans not guaranteed by the Government

________________________

¹ Make a note to send it to the Foreign Exchange Management Department or the State Bank's branch in the province or city directly under the Central Government, depending on the loan value under the jurisdiction of which unit.

² Specify what needs to be changed, for example:

1. Change of lender:

– Current lender: ……………………………………………………

– Change of lender: ……………………………………………………

In case the capital withdrawal plan or debt repayment plan is changed but the loan agreements do not specify the capital withdrawal plan, the loan repayment plan changes, based on the production and business plan and the borrower's capital needs. In accordance with the loan agreement, the borrower shall take the initiative to record the capital withdrawal plan, the detailed expected repayment plan on a monthly or quarterly basis, or 6 months or a year.

³ In case there are many changes, the borrower shall specify each change in the same manner as the above instructions.

APPENDIX 05

(Issued together with Circular No.…/……/TT-NHNN dated …/…/…… of the Governor of the State Bank of Vietnam)

REPORT ON SITUATION OF IMPLEMENTATION OF SHORT-TERM FOREIGN LOANS AND PAYMENTS NOT GUARANTEE
(May ……)

Unit: thousand USD

Note: (*) Specify the reason for the change in Column 7 and the contents (if any) …………………………………………………… ……………………

Instructions for making reports

1. Subjects of application: Residents being enterprises, cooperatives, unions of cooperatives, credit institutions and foreign bank branches established and doing business in Vietnam shall make detailed reports on the implementation of the following provisions: short-term foreign loans not guaranteed by the Government with outstanding balance in the reporting period.

2. Deadline for submitting reports: No later than the 05th of the month following the reporting month.

3. Report form: Report in writing to the State Bank branch in the province or city directly under the Central Government where the borrower's head office is located.

4. Unit receiving report: State Bank branches in provinces and centrally run cities where the borrower's head office is located

5. Instructions for making reports:

– Loans under the reporting scope are short-term foreign loans (with loan term up to 1 year). The loan term is calculated from the expected date of capital withdrawal (receipt of money or customs clearance of goods) to the expected date of final repayment as specified in the loan agreement. Short-term foreign loans that are past due but the borrower has arranged to repay the loan within 10 days from the full year of the loan (thus not having to register the loan with the SBV) will be reported. as a short-term loan.

– Borrower sends a report to fill in the borrower’s type code according to the type of classification as follows:

Borrower sends report to enter Borrower Type Code in the line “Type of Borrower”

– Column 7 – Change: Other increase/decrease of outstanding balance of foreign loans in the reporting period but no cash flow is generated due to: (i) exchange rate fluctuations when converting from borrowed currency to USD between reporting periods; (ii) adjustment due to erroneous reporting in the previous period(s); (iii) short-term loans for medium and long-term transfers; (iv) converting borrowed capital into contributed capital; (v) write off debt;…

Column 7 receives the value (+) if it is incurred, and the value (-) if it is generated. The borrower clearly reports the content of the difference

– Column 8 = Column 2 + Column 4 – Column 5 + Column 7

– Test formula: Column 2 of the reporting period = Column 8 of the preceding reporting period

REPORT ON THE SITUATION OF IMPLEMENTATION OF INTERNATIONAL LOANS AND PAYMENTS FOR MEDIUM AND LONG-TERM FOREIGN GUARANTEE
(May )

Unit: thousand yuan

Note: (*) Specify the reason for the change in Column 11 and the contents (if any) …………………………………………………… …

Instructions for making reports

1. Subjects of application: Residents being enterprises, cooperatives, unions of cooperatives, credit institutions and foreign bank branches established and doing business in Vietnam shall make detailed reports on the implementation of the following provisions: medium- and long-term foreign loans not guaranteed by the Government with outstanding balances in the reporting period.

2. Deadline for submitting reports: No later than the 05th of the month following the reporting month.

3. Report form: Report in writing to the State Bank branch in the province or city directly under the Central Government where the Borrower's head office is located.

4. Unit receiving report: State Bank branches in provinces and centrally run cities where the Borrower's head office is located

5. Instructions for making reports:

– Borrower sends a report to fill in the Borrower Type Code according to the classification as follows:

– Column 3 “Type of loan”: Write according to the type of loan code as follows:

– Column 4 “Guarantee”: Write down the subject of the loan guarantee under the following symbol: Guaranteed by residents (R); Sponsored by a non-resident (NR); Unsecured loan (N).

– Column 5 “Type of lender”: write according to the type of lender as follows: (i) the lender is the parent company, a member company of the parent company (IN); (ii) the lender is: Credit institution, international financial institution (CI); (iii) the lender is: Other entities not falling into the above two categories (For syndicated loans, write according to the lender having the majority) (KH).

– Column 11 “Change” adjusts the value of outstanding loans during the period but does not generate cash flows due to: (i) exchange rate fluctuations when converting from borrowed currency to USD between the reporting periods; (ii) adjustment due to erroneous reporting in the previous period(s); (iii) short-term loans, medium-term and long-term loans; (iv) converting borrowed capital into contributed capital; (v) write off debt;…

Column 11 receives the value (+) if there is an increase, the value (-) if there is a decrease, the borrower clearly reports the content of the change.

– Column 12 = Column 6 + Column 8 – Column 9 + Column 11

– Test formula: Column 6 of the reporting period = Column 12 of the preceding reporting period