Circular No. 06/2023/TT-NHNN amending and supplementing certain Articles of Circular No. 39/2016/TT-NHNN dated December 30, 2016, issued by the Governor of the State Bank of Vietnam on the activities of credit institutions and foreign bank branches providing loans to customers.

CIRCULAR
         Amending and supplementing certain provisions of Circular No. 39/2016/TT-NHNN dated December 30, 2016 of the Governor of the State Bank of Vietnam on the lending activities of credit institutions and foreign bank branches for customers
dated December 30, 2016 of the Governor of the State Bank of Vietnam
regarding the lending activities of credit institutions,
foreign bank branches for customers 

Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;

Pursuant to the Law on Credit Institutions dated June 16, 2010, and the Law Amending and Supplementing Certain Provisions of the Law on Credit Institutions dated November 20, 2017;

Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

Article 1.

The Governor of the State Bank of Vietnam issues this Circular to amend and supplement certain provisions of Circular No. 39/2016/TT-NHNN dated December 30, 2016 of the Governor of the State Bank of Vietnam on the lending activities of credit institutions and foreign bank branches for customers (hereinafter referred to as Circular No. 39/2016/TT-NHNN).

Article 1. Amending and supplementing some articles of Circular No. 39/2016/TT-NHNN

1. Amend and supplement Point c Clause 6 and add Clause 12 of Article 2 as follows:

a) Amending and supplementing Point c Clause 6 as follows:

"c) Business plans or projects to carry out business activities or plans or projects serving living needs to purchase housing; construct, renovate housing; acquire land use rights to build housing."

b) Add Clause 12 as follows:

"12. Financial bridging loan is the act of credit institutions lending to customers to cover costs already paid using their own capital or borrowed capital from individuals or organizations (excluding credit institutions) to implement business activity plans or projects or plans or projects serving living needs."

2. Amend and supplement Article 8 as follows:

"Article 8. Capital requirements that cannot be lent

Credit institutions shall not lend for the following capital requirements:

1. To carry out investment and business activities in prohibited industries or businesses according to the Investment Law.

2. To pay expenses or meet financial needs for investment and business activities in prohibited industries or businesses according to the Investment Law and other transactions or actions prohibited by law.

3. To purchase goods or services in prohibited industries or businesses according to the Investment Law.

4. To buy gold bars.

5. To repay loans granted by the same credit institution, except in cases where the loan is provided to pay interest on loans incurred during construction, and the interest cost is included in the total investment cost approved by the competent authority according to the law.

6. To repay foreign loans (excluding foreign loans in the form of deferred payment purchases) or loans from other credit institutions, except in cases where the loan is provided to repay early-term loans meeting the following conditions:

a) The loan term does not exceed the remaining term of the original loan;

b) It is a loan that has not undergone restructuring of repayment terms.

7. To deposit money.

8. To pay capital contributions, purchase, or receive transfers of shares in limited liability companies or partnerships; contribute capital, purchase, or receive transfers of shares in unlisted joint-stock companies or those not registered for trading on the Upcom system.

9. To pay capital contributions under capital contribution contracts, joint venture contracts, or business cooperation contracts to implement investment projects that do not meet the conditions for operation according to the law at the time the credit institution decides to provide the loan.

10. To cover financial costs, except in cases where the loan meets the following conditions:

a) The customer has used its own capital to pay expenses for implementing business activity projects, and these project expenses have occurred within 12 months prior to the credit institution's decision to provide the loan;

b) Expenses already paid using the customer's own capital to implement business activity projects are expenses that use borrowed capital from credit institutions according to the capital usage plan submitted to the credit institution for consideration of medium- and long-term loans to implement such business activity projects."

3. Amend and supplement Clause 2 of Article 11 as follows:

"2. The currency for repayment is the currency of the loan. In case of repayment in another currency, it shall be carried out according to the agreement between the credit institution and the customer in accordance with relevant laws."

4. Amend and supplement Clause 2 of Article 13 as follows:

"2. In cases where the customer is assessed by the credit institution to have transparent and healthy financial status, the credit institution and the customer may agree on short-term loan interest rates in Vietnamese dong not exceeding the maximum loan interest rate determined by the Governor of the State Bank of Vietnam for each period to meet certain capital needs:

a) To serve agricultural and rural development areas according to the Government's policies on credit services for agricultural and rural development;

b) To implement export business plans according to the Trade Law and related guiding documents;

c) To serve small and medium-sized enterprise operations according to the Law on Support for Small and Medium Enterprises and the Government's support policies for small and medium-sized enterprises;

d) To develop supporting industries according to the Government's policies on developing supporting industries;

đ) To serve high-tech enterprises listed in the priority investment development catalog approved by the Prime Minister, high-tech enterprises according to the High-Tech Law and related guiding documents."

5. Amend and supplement Clause 4 of Article 18 as follows:

"4. The credit institution and the customer shall agree on the order of debt collection, principal first, then interest. For overdue loans, the credit institution shall collect the principal first and then the interest. For loans with one or more overdue installments, the credit institution shall collect the overdue principal first, then the interest on the overdue principal, followed by the due principal and then the interest on the due principal that has not been paid."

6. Amend and supplement Clause 1, Point a, Point b, Point c, Point e, and Point g Clause 2 of Article 22 as follows:

a) Amend and supplement Clause 1 as follows:

"1. Based on the Law on Credit Institutions, this Circular, and relevant laws, credit institutions shall issue internal regulations on lending, including regulations on electronic lending (if applicable) and management of borrowed funds suitable to the characteristics of the credit institution's business activities (hereinafter referred to as internal lending regulations)."

"a) Deposits of microfinance organizations at credit institutions, branches of foreign banks, except deposits at credit institutions under special control according to Clause 9, Article 174 of the Law on Credit Institutions;"

"a) Conditions for lending, including specific criteria to determine the need for borrowing funds for lawful purposes, with feasible plans for using capital and financial capacity to repay debts; capital needs that are not eligible for loans; methods of lending; interest rates on loans and methods of calculating loan interest; criteria to determine customers with transparent and healthy financial situations eligible for loans at the interest rate specified in Clause 2, Article 13 of this Circular; loan application documents and customer data submitted to credit institutions in accordance with the characteristics of the loan, type of loan, and customer category; debt collection; conditions, procedures, and formalities for restructuring repayment deadlines; transferring overdue debts; detailed provisions on conditions for lending without collateral measures, and分级限制词汇，我将直接翻译剩余部分：

c) Amend and supplement Point b Clause 2 as follows:

"b) The process of assessing, approving, and deciding on lending, including specific provisions:

(i) The maximum period for assessment and decision-making on lending; classification, delegation, and responsibilities of each individual and department in the assessment, approval, and decision-making on lending, including provisions for electronic lending as stipulated in Article 32d of this Circular (if applicable); other tasks within the assessment, approval, and decision-making process on lending;

(ii) Cases where lending is provided to pay capital contributions under capital contribution contracts, investment cooperation contracts, or business cooperation contracts to implement projects;

(iii) Cases where lending is provided to pay money to ensure the performance of obligations, requiring the freezing of the disbursed loan amount at the lending credit institution according to the laws and agreements between the parties in the lending agreement until the guarantee obligation is terminated;"

d) Amend and supplement Point c Clause 2 as follows:

"c) The process of monitoring and supervising the borrowing process, use of borrowed capital, and repayment by customers, including specific provisions:

(i) Classification, delegation, and responsibilities of each individual and department in monitoring and supervising the borrowing process, use of borrowed capital, and repayment by customers;

(ii) In cases where lending is provided to pay capital contributions under capital contribution contracts, investment cooperation contracts, or business cooperation contracts to implement projects, measures for monitoring, evaluating, and ensuring the financial situation and sources of repayment of customers, ensuring full recovery of principal and timely interest payments according to agreements, controlling the use of borrowed capital for intended purposes;

(iii) In cases where lending is provided to pay money to ensure the performance of obligations, ensuring the recovery of lent capital when the parties fail to fulfill their guarantee obligations;"

đ) Amend and supplement Point e Clause 2 as follows:

"e) Identifying potential risks that may arise; provisions for tracking, evaluating, and controlling risks; risk management plans during the lending process (including electronic lending);"

e) Amend and supplement Point g Clause 2 as follows:

"g) Controlling lending to repay loans at credit institutions, repay foreign loans to prevent and stop the misrepresentation of credit quality. Controlling lending through revolving and circular lending methods to manage customer cash flow to ensure full recovery of principal and timely interest payments according to agreements, accurately reflecting credit quality. Controlling lending for securities trading; purchasing and trading real estate; lending for public-private partnership investment projects; lending for large living needs as assessed by credit institutions; electronic lending."

7. Amend and supplement Point b Clause 4 Article 23 as follows:

"b) Providing complete information about the loan agreement template and general transaction terms to customers before concluding the loan agreement and obtaining confirmation from the customer that they have been fully informed by the credit institution."

"2. Credit institutions have the right and obligation to monitor and supervise the use of borrowed capital and repayment by customers in accordance with the law and internal procedures specified in Point c Clause 2 of Article 22 of this Circular."

9. Amend and supplement Clause 2 and add Clause 5 to Article 26 as follows:

a) Amend and supplement Clause 2 as follows:

"2. Using payment means to disburse loan capital in accordance with the State Bank of Vietnam's regulations on the method of disbursing loan capital by credit institutions to customers."

"5. In cases where lending is provided to pay money to ensure the performance of obligations, credit institutions must freeze the disbursed loan amount at the lending credit institution according to the law and agreements between the parties in the lending agreement until the guarantee obligation is terminated."

10. Amend and supplement Clause 1, Clause 4, and Clause 5 of Article 27 as follows:

a) Amend and supplement Clause 1 as follows:

"Lending in installments: Each time lending occurs, the credit institution and the customer shall complete the lending procedures for the customer and conclude the loan agreement."

b) Amend and supplement Clause 4 as follows:

"4. Lending within a limit: The credit institution determines and agrees with the customer on the maximum lending limit to be maintained over a certain period. At least once a year, the credit institution reviews and re-determines the maximum lending limit and the duration of maintaining this limit."

c) Amending and supplementing Clause 5 as follows:

"5. Lending within a reserve limit: The credit institution commits to being ready to lend to the customer within the agreed reserve lending limit (outside the agreed lending limit). The credit institution and the customer agree on the validity period of the reserve lending limit but it shall not exceed one year."

11. Add Section 3 Chapter II as follows:

"Section 3: ELECTRONIC LENDING ACTIVITIES

Article 32a. Principles for Electronic Lending

1. Credit organizations shall implement electronic lending in accordance with their business conditions, characteristics of the loan, ensuring security, safety, protection of data messages, and information confidentiality in compliance with laws on anti-money laundering, electronic transactions, guidelines of the State Bank of Vietnam on risk management, and related legal documents.

2. The information system implementing electronic lending activities must comply with regulations on ensuring information system security level 3 or higher as stipulated by the Government's regulations on information system security levels and the State Bank of Vietnam's regulations on information system security in banking operations.

3. Credit organizations must store and preserve information and data in accordance with legal provisions, ensuring security, confidentiality, and backup to ensure completeness and integrity of records for access and use when necessary or for inspection, verification, dispute resolution, complaint handling, and information provision upon request from competent state management agencies.

4. Credit organizations shall independently decide on measures, forms, and technologies serving electronic lending activities, bear risks arising therefrom (if any), and must meet at least the following requirements:

a) Have technical solutions and technology to ensure accuracy, security, and safety during the collection, use, and verification of information and data;

b) Have measures to verify, update, and confirm information and data; have measures to prevent fraudulent, interfering, and altering actions that distort information and data;

c) Have measures to monitor, identify, measure, and control risks; have risk management plans;

d) Assign specific responsibilities to individuals and departments involved in electronic lending activities and in managing and supervising risks.

5. Credit organizations shall consider and decide to implement electronic lending activities in accordance with the provisions of Section 3 of this Circular. Matters not specified in Section 3 of this Circular shall be implemented in accordance with relevant provisions of this Circular.

Article 32b. Customer Identification and Information Verification

1. Credit organizations must have solutions and technical means to identify and verify customer identification information for electronic lending activities; bear responsibility for any resulting risks (if any) and must ensure at least the following requirements:

a) Ensure the accuracy of matching between customer identification information and biometric data of customers (which are biological factors and characteristics linked to the customer for identification purposes, difficult to forge, and with low duplication rates such as fingerprints, facial features, iris, voice, and other biometric factors) with corresponding information and biometric factors in necessary documents and data in accordance with laws on anti-money laundering, credit organization requirements, or verified personal identification data by authorized state agencies, national citizen identity databases, or by electronic authentication service providers in accordance with laws on electronic identification and authentication, or by other credit organizations;

b) Establish a management, control, and risk assessment process, including measures to prevent impersonation, interference, modification, and distortion of customer identification information during lending; measures to verify customer identification information to ensure that the customer conducting the transaction electronically is the borrower; technical measures to confirm that the identified customer has agreed to the lending agreement. The risk management process must be regularly reviewed and improved based on updated information and data;

c) Fully and detailedly store and preserve customer identification information, biometric data of customers; audio, video, recorded images, recordings; telephone numbers used for transactions; transaction logs during the lending process.

2. The identification and verification of customer identification information under Clause 1 of this Article apply to individual borrowers for living needs who establish a relationship with a credit organization for the first time. In cases where individual borrowers for living needs have established a relationship with a credit organization and completed the identification and verification of customer identification information, the credit organization may decide on measures, forms, and technologies to verify customer identification information for electronic lending activities in a manner consistent with known customer information.

Article 32c. Loan Balance

The loan balance for an individual customer borrowing funds to serve living needs and whose customer information has been identified and verified according to Article 32b of this Circular shall not exceed 100,000,000 (one hundred million) Vietnamese dong at one credit institution.

Article 32d. Loan Application Documents

When there is a need for borrowing funds, the customer must submit to the credit institution documents and data proving that they meet the borrowing conditions as stipulated in Article 7 of this Circular and other documents and data as guided by the credit institution.

Article 32e. Loan Approval and Decision

Credit institutions organizing loan review through electronic means must ensure the principle of defining responsibilities of each individual and department involved in building, establishing, and operating the information system serving the loan approval and decision-making process. In case of risks arising, the credit institution must have mechanisms to identify individuals and departments responsible and promptly address arising issues and risks to ensure effectiveness and safety in organizing loan reviews through electronic means.

Article 32f. Loan Agreement

The loan agreement must be documented in writing; if it is an electronic contract, it must comply with the provisions of the law on electronic transactions and must include at least the contents specified in Article 23 of this Circular.

Article 32g. Retention of Loan Files

1. Credit institutions must establish loan files in the form of data messages in compliance with the laws on record retention, laws on electronic transactions, and related laws, including:

a) Loan agreement;

b) Customer financial status report;

c) Loan decision with the electronic signature of the authorized person; in case of a collective decision, a minutes recording the approved decision must be included;

d) Customer identification information (if available); information and data generated during the use of the loan related to the loan agreement as directed by the credit institution.

2. Credit institutions must retain loan files; the retention period for loan files must comply with the relevant laws.

Article 32h. Payment Instruments Used for Loan Disbursement

Credit institutions use payment instruments to disburse loan funds according to the State Bank of Vietnam's regulations on methods of disbursing loan funds by credit institutions to customers. In cases where the customer is an individual borrowing funds to serve living needs and whose customer information has been identified and verified according to Article 32b of this Circular, the credit institution may consider and decide to disburse loan funds into the customer’s settlement account at a service provider for the customer to pay and settle to the beneficiary according to the purpose of borrowing funds to serve living needs as committed by the customer.

Article 2. Repeal Clause 5 of Article 7 of Circular No. 39/2016/TT-NHNN.

This Circular takes effect from December 25, 2025/.

The Director of the Office, the Head of the Monetary Policy Department, the Heads of units under the State Bank of Vietnam, and credit institutions are responsible for implementing this Circular.

Article 4. Implementation provisions

1. This Circular takes effect from September 1, 2023.

2. For loan agreements and credit contracts signed before this Circular takes effect, credit institutions and customers continue to implement the contents of the loan agreements and credit contracts already signed in accordance with the applicable laws at the time of signing those agreements and contracts. In cases of amending or supplementing loan agreements and credit contracts, the amended or supplemented contents must comply with the provisions of this Circular./.