Circular No. 12/2022/TT-NHNN provides guidance on foreign exchange management for enterprises' foreign borrowing and repayment.

CIRCULAR

Guidelines on foreign exchange management for foreign borrowing and repaymentTotal actual capital contributions of all parties in the economic organization

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

Pursuant to the Law on Credit Institutions dated June 29, 2010; the Law Amending and Supplementing Certain Provisions of the Law on Credit Institutions dated November 20, 2017;

Pursuant to the Law on Management and Use of State Capital for Investment in Business Operations dated November 26, 2014;

On the basis of the Foreign Exchange Law dated December 13, 2005; the Ordinance Amending and Supplementing Certain Articles of the Foreign Exchange Law dated March 18, 2013;

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

Pursuant to Government Decree No. 16/2017/NĐ-CP dated February 17, 2017 on the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

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

The Governor of the State Bank of Vietnam issues this Circular guiding foreign exchange management for foreign borrowing and repayment by enterprises not guaranteed by the Government.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular stipulates on:

a) Procedures for registration and change registration of foreign loans by enterprises not guaranteed by the Government;

b) Opening and using foreign loan accounts and repayment accounts of the borrower; opening and using settlement accounts of the lender at credit institutions permitted in Vietnam to implement foreign loans;

c) Withdrawing funds, repaying debts, and transferring other funds related to the implementation of foreign loans;

d) Foreign exchange management for transactions involving the transfer of collateral assets within Vietnam, guarantee transfers for foreign loans, and mutual debt settlements between the borrower and guarantor related to non-Government-guaranteed foreign loans;

e) Provision of information and its management on the Electronic Portal for managing non-Government-guaranteed foreign borrowing and repayment (hereinafter referred to as the Electronic Portal);

f) Reporting and statistical systems regarding activities of non-Government-guaranteed foreign borrowing and repayment by enterprises;

2. Registration and change registration procedures for foreign loans in the form of international bond issuance by enterprises not guaranteed by the Government shall be carried out in accordance with the guidelines issued by the State Bank of Vietnam (hereinafter referred to as the State Bank) on foreign exchange management for international bond issuance by enterprises not guaranteed by the Government.

3. Registration and change registration procedures for foreign loans guaranteed by the Government shall be carried out in accordance with the guidelines issued by the State Bank on procedures for registering and changing foreign loans and international bond issuances guaranteed by the Government.

4. Procedures for opening and using foreign currency accounts abroad to implement foreign loans shall be carried out in accordance with the regulations of the State Bank on the opening and use of foreign currency accounts abroad by resident organizations.

Article 2. Applicability

1. Resident entities such as enterprises, cooperatives, cooperative unions, credit institutions, and branches of foreign banks established and operating in Vietnam are borrowers of foreign loans (hereinafter collectively referred to as the borrower).

2. Credit institutions and branches of foreign banks in Vietnam provide account services for foreign borrowing and repayment to the borrower; provide money transfer services related to non-Government-guaranteed foreign borrowing and repayment activities.

3. Organizations and individuals serving as guarantors or collateral providers for the borrower's foreign loans.

4. Credit institutions and branches of foreign banks accepting mandates to lend from non-resident mandators.

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

6. Individuals and units under the State Bank are responsible for managing and utilizing information on the Electronic Portal.

Article 3. Explanation of Terms

In this Circular, the following terms are understood as follows:

1. Foreign loan refers to both non-Government-guaranteed foreign loans (hereinafter referred to as self-borrowed and self-repaid loans) and Government-guaranteed foreign loans in various forms of foreign borrowing through loan contracts, deferred payment import contracts, mandate lending contracts, financial lease contracts, or issuance of debt instruments on the international market by the borrower.

2. Account service bank means credit institutions and branches of foreign banks operating in Vietnam where the borrower opens a settlement account to withdraw funds and repay foreign loans and conduct other money transfer transactions related to foreign borrowing and repayment activities.

3. Collateral transaction service bank means credit institutions and branches of foreign banks in Vietnam providing money transfer services to fulfill guarantee obligations and handle collateral asset transfers related to foreign loans.

4. Financial leasing means a resident lessee receiving medium- to long-term credit based on a financial lease contract with a non-resident lessor; the determination of a financial lease contract is implemented according to accounting standards guidance issued by the Ministry of Finance.

5. Debt instrument means promissory notes, bills of exchange, bonds issued outside Vietnam by the borrower to non-residents.

6. Foreign loan in Vietnamese dong refers to a foreign loan withdrawn into a foreign loan and repayment account in Vietnamese dong of the borrower or a debt obligation of the loan denominated in Vietnamese dong.

7. Investment project means projects granted Investment Certificate, Investment Registration Certificate, or Investment Approval Decision in accordance with investment laws and current relevant laws.

8. Loan utilization plan means a production and business plan using foreign loans demonstrating the lawful and reasonable need for foreign borrowing by the borrower.

Article 4. Principles for managing foreign exchange in relation to foreign loans in the form of deferred payment imports

1. A foreign loan in the form of deferred payment imports is an import of goods with the first withdrawal date before the final payment date; wherein:

a) The withdrawal date of a foreign loan in the form of deferred payment imports is:

The ninetieth day from the issuance date of the transport document if the account service bank requires the payment documents to include a transport document;

The forty-fifth day from the completion of the customs declaration inspection if the account service bank does not require the payment documents to include a transport document;

b) The final payment date is determined as:

The final payment date of the payment period according to the contract;

The actual final payment date in case it is not carried out according to the contract or the contract does not specify the payment period;

c) The term of a foreign loan in the form of deferred payment imports is the period from the first withdrawal date to the final payment date.

2. Self-borrowed and self-repaid loans in the form of deferred payment imports are not subject to registration or change registration of foreign loans as prescribed in Chapter III of this Circular.

3. Transactions for transferring funds to repay principal, interest, and related fees concerning foreign loans in the form of deferred payment imports are not required to be conducted through a foreign loan borrowing and repayment account.

Article 5. Use of the Online Portal for registering and reporting on the implementation of self-borrowed and self-repaid loans

1. In cases where the borrower chooses to report information to reduce administrative processing time, the borrower shall use the Online Portal to report information related to registered loans, and report information about the contents proposed for confirmation of loan change registration before submitting the loan registration and change application.

2. For reporting on the implementation of foreign loans, the borrower must use the Online Portal to implement online reporting as prescribed in this Circular.

Article 6. Implementation of foreign loans after the borrower undergoes division, separation, merger, or consolidation

1. When the borrower undergoes division, separation, merger, or consolidation, the successor organization that inherits the rights and obligations related to the foreign loan continues to fulfill the borrower's responsibilities as prescribed in this Circular.

2. In cases where only one organization inherits the rights and obligations related to the foreign loan of the divided or separated borrower: the lender, the newly established organization after division, the separated organization, and the organization being separated agree in writing to determine which organization will inherit the rights and obligations of the divided or separated borrower in the foreign loan, ensuring compliance with relevant laws.

3. In cases where multiple organizations jointly bear responsibility for the obligation to repay the foreign loan after division or separation:

a) Organizations jointly bearing responsibility must agree in writing on the delegation of authority to one organization to handle administrative procedures and implement reporting systems related to the foreign loan as prescribed in this Circular;

b) Organizations jointly bearing responsibility for repaying the foreign loan must open a joint settlement account as a foreign loan borrowing and repayment account. If they do not open a joint settlement account as a foreign loan borrowing and repayment account, these organizations must ensure that they open foreign loan borrowing and repayment accounts at the same bank providing account services to continue repaying the foreign loan;

c) In cases where one of the organizations jointly bearing responsibility for the obligation to repay the foreign loan is a foreign-invested enterprise, the use of an account to repay this loan will be implemented according to the provisions of this Article. The bank where the organizations jointly bearing responsibility for the obligation to repay the foreign loan open an account to repay the foreign loan does not necessarily have to be the bank where the foreign-invested enterprise's capital account is opened.

4. The account service bank of the borrower undergoing division, separation, merger, or consolidation has the responsibility to cooperate in providing information on the withdrawal and repayment situation of the foreign loan upon request of the organization succeeding the responsibility to repay the foreign loan and/or the account service bank of the organization succeeding the responsibility to repay the foreign loan so that all parties can continue implementing the loan and ensure compliance with laws governing foreign borrowing and repayment.

a) Submitting directly to the One-Stop Service Window of the State Bank of Vietnam;

b) Sending via postal service.

2. Documents in the file shall be original copies, true copies, or certified copies made from the original by the borrower.

3. The Vietnamese translation of foreign language documents shall be a translation made by the borrower themselves or through one service organization providing translation services. The borrower confirms the accuracy of the Vietnamese translation with respect to the content in the foreign language.

4. In cases where the borrower simultaneously processes registration procedures for multiple foreign loans at the same time or within the period when the State Bank of Vietnam (Department of Foreign Exchange Management) or the State Bank of Vietnam branch in provincial or centrally-administered city (hereinafter referred to as the State Bank branch) is processing other loan registration or change registration procedures for the borrower, the borrower does not need to resubmit duplicate components of the file to the administrative authority handling the procedure.

Chapter II
MANAGEMENT AND USE OF THE ELECTRONIC WEBSITE

Article 8. Electronic Website

1. The State Bank of Vietnam manages information data on foreign borrowing and repayment activities of enterprises not guaranteed by the Government through the Electronic Website accessible at www.sbv.gov.vn or www.qlnh-sbv.cic.org.vn.

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

1. In cases where the Electronic Website encounters technical errors (not due to the borrower's fault), the borrower temporarily reports the implementation status of foreign loans in writing. After the issue is resolved, the State Bank branch has the responsibility to update the borrower's report onto the Electronic Website based on the written report submitted by the borrower.

2. In cases where the borrower encounters technical errors (due to the borrower's fault), the borrower is responsible for:

a) Actively and promptly seeking solutions to resolve the error or proactively coordinating with the technical department responsible for the Electronic Website to find solutions to resolve the error;

b) Temporarily reporting the implementation status of self-borrowing and self-repayment loans in writing according to the report form at Appendix 05 issued along with this Circular, while also reporting the technical issue to the State Bank (Department of Foreign Exchange);

c) Updating the report on the implementation status of self-borrowing and self-repayment loans onto the Electronic Website immediately after the issue is resolved.

1. An access account consists of the username and password granted to users to access the Electronic Website, including:

a) Borrowers;

b) Officials from the Department of Foreign Exchange Management and State Bank branches in provinces and centrally-administered cities participating in managing foreign borrowing and repayment activities not guaranteed by the Government;

c) Units under the State Bank authorized to exploit foreign borrowing and repayment data not guaranteed by the Government.

2. Once an access account is granted, users shall declare information, report, manage, and utilize information on the Electronic Website through their own access account.

a) Users fill in the electronic declaration form requesting issuance of an access account following the instructions on the Electronic Website, print the form from the Electronic Website, sign and stamp it;

b) Users send the declaration form as stipulated in Point a of this Clause via postal service or submit directly to the State Bank branch as stipulated in Point a Clause 5 of this Article;

c) Within three working days from the date of receipt of the declaration form requesting issuance of an access account from the user with complete and valid information, the competent authority as stipulated in Point a Clause 5 of this Article shall approve and issue the access account through the email address registered by the user. If refused, a direct online response must be provided stating the reasons.

4. Registration to change access account information:

a) Borrowers shall register to change access account information when there are changes such as: borrower name, type of enterprise, address, tax code, contact phone number, email address;

b) Implementation procedures:

Borrowers fill in the electronic declaration form requesting changes to access account information following the instructions on the Electronic Website;

Within three working days from the date of receipt of the electronic declaration form requesting changes to access account information, the competent authority as stipulated in Point a Clause 5 of this Article shall approve the changes to the access account through the email address registered by the user. If rejected, a direct online response must be provided stating the reasons.

5. Authority to grant and manage access accounts:

a) The State Bank branch in the province or centrally-administered city where the borrower's main office is located grants and manages access accounts for borrowers within its jurisdiction;

b) The Department of Foreign Exchange - State Bank grants and manages access accounts for individuals and units specified in Point b and c Clause 1 of this Article.

Chapter III
PROCEDURES FOR REGISTRATION AND CHANGE REGISTRATION OF SELF-BORROWING AND SELF-REPAYMENT FOREIGN LOANS

Section 1
LOAN REGISTRATION

Article 11. Loans must be registered

Loans that must be registered with the State Bank include:

1. Medium and long-term foreign loans.

Article 12. Loan term for determining registration obligations

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

2. For loans specified in Clause 2 of Article 11 of this Circular, the loan term is determined from the first withdrawal date to the final expected repayment date based on provisions in the foreign loan agreement and the foreign loan extension agreement.

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

4. The withdrawal date specified in this Article is:

a) The date funds are credited to the borrower's account for cash-disbursed loans;

b) The date the lender pays non-residents providing goods or services under a sales contract with the resident borrower;

c) The date the borrower is recorded as fulfilling their payment obligation to the lender when both parties choose to withdraw the medium and long-term foreign loan through offsetting payments as stipulated in Point d, Clause 1, Article 34 of this Circular;

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

e) The date the borrower obtains a Business Registration Certificate, Operating License according to specialized laws, the signing date of a Public-Private Partnership (PPP) investment contract, or the signing date of a foreign loan agreement converting prepared investment funds into foreign loan capital (whichever is later), applicable to foreign loans arising from converting prepared investment funds of projects already granted Investment Registration Certificates into foreign loan capital according to laws governing foreign direct investment in Vietnam.

Article 13. Foreign loan agreements for loan registration

1. A foreign loan agreement for loan registration (hereinafter referred to as a foreign loan agreement) is an effective withdrawal agreement signed between the borrower and the non-resident lender; debt instruments issued by residents for non-residents outside Vietnam; trust lending agreements or trust lending agreements accompanied by loan resale agreements where the trustee is directly responsible for repaying the non-resident entrusting party.

2. Borrowers are not required to complete loan registration procedures when signing non-effective withdrawal agreements with non-residents such as framework credit agreements, memoranda of understanding, or similar agreements. The contents of these agreements must comply with Vietnamese law.

3. In cases where medium and long-term self-borrowed, self-repaid loans arise due to documents making foreign loan agreements mentioned in Clause 2 of this Article effective, the borrower shall register the loan in accordance with this Circular. In this case, the foreign loan agreement includes the initial agreement and the document making the agreements effective.

Article 14. Subjects to Register and Amend Loan Registration

The borrower shall carry out loan registration and amendment of loan registration including:

1. The borrower who enters into a foreign loan agreement with a non-resident lender.

2. An organization directly responsible for repaying debt to the trustee when a credit institution or a foreign bank branch enters into a trust loan contract with a non-resident trustee.

3. The party obligated to repay foreign debt instruments issued outside Vietnam to a non-resident.

4. The lessee in a financial lease contract with a non-resident lessor.

5. An organization that succeeds the obligation to repay foreign loans under the registration and amendment registration provisions of this Circular in cases where the borrower is currently implementing a foreign loan and undergoes division, separation, merger, or consolidation.

Article 15. Procedures for Loan Registration

a) In case the borrower has reported loan information on the Electronic Website before submitting the loan registration dossier: the borrower prints the Application from the Electronic Website, signs and stamps it;

b) In case the borrower does not report loan information on the Electronic Website before submitting the dossier: the borrower completes the Application for Registration of Foreign Loans according to Appendix 01 issued together with this Circular.

2. Time limit for submission of dossier:

The borrower submits one set of the foreign loan registration dossier to the competent authority for confirmation of registration as stipulated in Article 20 of this Circular within the following time limits:

a) Thirty working days from the date of signing the foreign loan agreement;

b) Thirty working days from the date of signing the extension agreement for short-term foreign loans to medium- and long-term loans as provided in Clause 2, Article 11 of this Circular if the extension agreement is signed within one year from the first withdrawal date;

c) Thirty working days from the date the borrower receives the Enterprise Registration Certificate, Operating License according to specialized laws, the Public-Private Partnership (PPP) Investment Contract, or the date of signing the foreign loan agreement to convert preparatory funds into loan capital (whichever is later), applicable to foreign loans arising from converting preparatory funds of projects already granted Investment Registration Certificates into foreign loan capital.

d) Sixty working days from the full one-year anniversary of the first withdrawal date for:

Foreign loans as provided in Clause 2, Article 11 of this Circular if the extension agreement is signed more than one year from the first withdrawal date; and

Foreign loans as provided in Clause 3, Article 11 of this Circular.

a) Twelve working days from the date of receiving a complete and valid dossier from the borrower in cases where the borrower has reported loan information on the Electronic Website;

b) Fifteen working days from the date of receiving a complete and valid dossier from the borrower in cases where the borrower has not reported loan information on the Electronic Website;

a) Checking the consistency and accuracy of the loan registration dossier with the information reported on the Electronic Website; updating the processing status of the dossier on the Electronic Website so that the borrower can timely monitor in cases where the borrower has reported loan information on the Electronic Website before submitting the loan registration dossier;

b) Entering relevant loan information on the Electronic Website to create a loan code and store the information in the database of non-government guaranteed enterprises' foreign borrowing and repayment in cases where the borrower has not reported loan information on the Electronic Website before submitting the loan registration dossier; updating the processing status of the dossier on the Electronic Website so that the borrower can timely monitor.

Article 16. Documents for registering a loan

1. The loan registration form as prescribed in Clause 1, Article 15 of this Circular.

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

a) For loans to implement investment projects: Investment Certificate, Investment Registration Certificate, or Decision on Approval of Investment Orientation as prescribed by laws on investment and current relevant laws;

b) For loans to implement other production and business plans that are not investment projects: Foreign loan usage plan approved by competent authorities according to the Law on Investment, Law on Enterprises, Enterprise Charter, Law on Cooperatives, Cooperative Charter, and other relevant legal documents;

c) For loans to restructure foreign debts of the borrowing entity: Plan to restructure foreign debts of the borrowing entity approved by competent authorities according to the Law on Enterprises, Enterprise Charter, Law on Cooperatives, Cooperative Charter, and other relevant legal documents;

d) For loans as prescribed in Clause 2 and Clause 3, Article 11 of this Circular: Report on the use of initial short-term foreign loans meeting the conditions for short-term foreign loans (accompanied by supporting documents such as the borrowing entity's foreign loan usage plan, debt restructuring plan);

đ) The components of the documents specified in points a, b, and c of this clause shall not apply to foreign loans of state-owned commercial banks where the State Bank is the representative owner and has been approved and agreed upon by the State Bank according to regulations on the management and use of state capital at enterprises;

6. A copy of the document approving or agreeing to foreign loans by competent authorities according to laws on the division of responsibilities between state owners and their representatives regarding the management and use of state capital at state-owned enterprises (this does not apply to foreign loans of commercial banks where the State Bank is the representative owner and has been approved and agreed upon by the State Bank according to regulations on the management and use of state capital at enterprises).

a) In the case of foreign loans to restructure foreign debts: Document from the service-providing bank of the borrowing entity on the withdrawal of funds and repayment for the foreign loan to be restructured from foreign loan sources;

b) In the case where the foreign investor's capital transferred to Vietnam has been used to meet pre-investment costs and converted into medium and long-term foreign loans of foreign direct investment enterprises according to regulations on foreign direct investment in Vietnam: Copy in a foreign language and Vietnamese translation of the transaction documents from the service-providing bank of the lender related to the formation of the loan;

c) In the case of loans as prescribed in Clause 2 and Clause 3, Article 11 of this Circular: Document from the service-providing bank of the borrowing entity on the withdrawal of funds and repayment for the initial short-term foreign loan;

d) In the case where the borrowing entity cannot provide confirmation from the service-providing bank as prescribed in points a, b, and c of this clause due to:

The service-providing bank having closed or suspended operations before the borrowing entity changed to another service-providing bank, or;

Withdrawal and repayment of foreign loans under cases where withdrawal and repayment do not need to be conducted through foreign loan accounts according to Article 34 of this Circular;

The borrowing entity selects one of the following documents to prove the withdrawal of funds and repayment of the loan: a copy of audited or reviewed financial statements containing information proving the borrowing entity has received the loan and outstanding balance at the time of requesting the State Bank to confirm the registration of foreign loans; a copy and Vietnamese translation of the confirmation letter from a foreign commercial bank where the borrowing entity opens and uses foreign currency accounts to withdraw funds and repay loans; a copy and Vietnamese translation of the confirmation letter from a foreign bank regarding the amount paid directly by the lender to non-residents providing goods or services under contracts with residents who are the borrowing entity.

9. Documents and certificates proving legitimate profit distribution in Vietnamese currency from direct investment activities of the lending party as a foreign investor in the borrowing party, along with confirmation from the bank providing account services regarding the situation of profit distribution and repatriation to the lending party, are required to demonstrate the disbursement of the loan for cases of foreign loans in Vietnamese currency as stipulated by the current regulations on conditions for foreign loans in Vietnamese currency.

Section 2
REGISTRATION OF LOAN AMENDMENTS

Article 17. Registration of Loan Amendments

1. Except for the cases specified in Clause 2 of this Article, in the event of any change to the contents related to the loan as stated in the registration confirmation document or the registration amendment confirmation document for foreign loans issued by the State Bank, the borrowing party shall be responsible for registering the amendment of the foreign loan with the State Bank in accordance with the provisions of this Circular.

2. The borrowing party shall notify the content of the changes on the electronic website without needing to register the amendment of the foreign loan in the following cases:

a) Changing the withdrawal period or principal repayment within ten working days compared to the plan already confirmed by the State Bank;

c) Changing the lender or related information about the lender in a syndicated loan with designated representatives among lenders, except when the lender is simultaneously the representative of the lenders in the syndicated loan and the change of the lender alters the role of the representative among the lenders;

d) Changing the trade name of the bank providing account services or the bank serving guarantee transactions;

đ) Changing the interest and fee payment plan for the foreign loan compared to the plan already confirmed by the State Bank in the registration confirmation document or the registration amendment confirmation document for the foreign loan, but not altering the method of determining interest and fees as stipulated in the foreign loan agreement. The borrowing party shall be responsible for preparing a calculation table of interest and fees to be paid to provide the bank with the basis for verification and monitoring during the transfer process;

e) Increasing or decreasing the amount of capital withdrawal, principal repayment, interest, and fees within one hundred units of the borrowing currency compared to the amounts stated in the registration confirmation document or the registration amendment confirmation document for the foreign loan;

g) Changing the actual amount of capital withdrawal or principal repayment for a specific period to be less than the amount stated in the withdrawal and repayment plan in the registration confirmation document or the registration amendment confirmation document for the foreign loan.

3. For the content of the change specified in Point g of Clause 2 of this Article, before withdrawing or repaying the remaining amount of that period, the borrowing party shall be responsible for registering the amendment of the withdrawal and repayment plan for the remaining amount yet to be implemented in accordance with the provisions of this Circular.

Article 18. Procedures for registering changes to loan terms

1. Preparation of the Loan Term Change Registration Form:

a) In cases where the borrower has reported information on changing the loan terms on the Online Portal before submitting the application: the borrower prints out the form from the Online Portal, signs and stamps it;

b) In cases where the borrower has not reported information on changing the loan terms on the Online Portal before submitting the application: the borrower completes the foreign loan term change registration form according to Appendix 04 issued together with this Circular.

2. Time limit for submitting the application to register changes to foreign loan terms:

Within thirty working days from the date:

a) The parties sign the agreement to change or prior to the implementation of the changed content (in cases where the changed content does not require a change agreement but still ensures compliance with the foreign loan agreement);

b) The successor organization assumes the obligation to repay the foreign loan receives a business registration certificate or the date when the parties sign the agreement regarding the change of the borrower in cases where the original borrower is divided, split, merged, or consolidated (whichever is later) and before continuing to withdraw funds or repay the foreign loan;

c) The borrower completes the update of information on changing the name and/or transferring the main office to another province or city in the National Enterprise Registration Database;

d) The lender (or the representative organization of the lender in syndicated loans - if applicable), guarantor, surety, or other related parties mentioned in the confirmation registration document or the change registration confirmation document notify the borrower of the name change and before conducting transactions involving these parties.

3. The State Bank shall issue a confirmation or rejection of the loan term change registration (with reasons stated) within:

a) Twelve working days from the date of receiving the complete and valid application from the borrower in cases where the borrower has reported information on changing the loan terms on the Online Portal before submitting the change registration application, or;

b) Fifteen working days from the date of receiving the complete and valid application from the borrower in cases where the borrower has not reported information on changing the loan terms on the Online Portal before submitting the change registration application.

4. The competent authority as stipulated in Article 20 of this Circular shall be responsible for:

a) Checking the consistency and accuracy of the loan term change registration form with the information reported on the Online Portal; updating the processing status of the application on the Online Portal for the borrower to follow up promptly in cases where the borrower has reported information on changing the loan terms on the Online Portal before submitting the change registration application;

b) Organizing the entry of relevant loan information on the Online Portal to store the information in the database of non-governmentally guaranteed enterprises' foreign borrowing and repayment in cases where the borrower has not reported information on changing the loan terms on the Online Portal before submitting the change registration application; updating the processing status of the application on the Online Portal for the borrower to follow up promptly.

Article 19. Documents for registering changes to loan terms

1. The Loan Term Change Registration Form as prescribed in Clause 1 of Article 18 of this Circular.

2. Copies and Vietnamese translations of agreements related to the content of the borrower's registration for changes.

3. Copies of documents from the competent authority as prescribed by law on the division and delegation of rights, responsibilities, and obligations of state-owned enterprise owners regarding the approval of changes to the foreign loan plan of state-owned enterprises as borrowers in cases of increasing the amount borrowed or extending the loan period (this does not apply to loans from commercial banks managed by the State Bank as the owner and approved by the State Bank in accordance with regulations on the management and use of state capital in enterprises).

4. The components of the application as prescribed in Clause 3 of Article 16 of this Circular in cases of increasing the amount borrowed or changing the purpose of using the loan for the unutilized portion of the loan.

5. The components of the application as prescribed in Clause 7 of Article 16 of this Circular in cases where the borrower is a credit institution or a foreign bank branch increases the amount of foreign borrowing.

6. Confirmation document from the bank providing account services regarding the situation of withdrawing funds and repaying principal and interest up to the date of registering changes to the loan terms in cases of registering changes to the amount borrowed, withdrawal plans, repayment plans, or changing the commercial bank providing account services.

In cases where the borrower cannot provide the confirmation from the bank providing account services as prescribed in this clause due to the bank having closed or suspended operations before the borrower switched to another bank providing account services and/or the withdrawal and repayment of the foreign loan fall under the cases of withdrawal and repayment that do not need to be conducted through the foreign loan and repayment account as stipulated in Article 34 of this Circular, the borrower may choose to provide other documents as prescribed in point d of Clause 8 of Article 16 of this Circular.

Section 3
CONFIRMATION OF REGISTRATION, CONFIRMATION OF REGISTRATION FOR CHANGES TO LOAN TERMS

Article 20. Competent authority for registration confirmation and loan modification registration confirmation

1. The competent authority for confirming registration and modification registration of foreign loans (referred to in this Circular as the Competent Authority) is:

a) State Bank of Vietnam (Department of Foreign Exchange Management): for loans with amounts exceeding 10 million USD (or equivalent in other currencies);

2. In cases where modifications increase or decrease the loan amount, change the currency of the loan, change the headquarters of the borrower, or transfer the borrower to a business entity headquartered in another province or city, thereby changing the Competent Authority for confirming the modification registration of the loan:

a) The borrower shall submit the application for modification registration of the foreign loan to the authority that confirmed the registration or modification registration of the foreign loan most recently.

b) The authority that confirmed the registration or modification registration of the foreign loan most recently shall act as the focal point for receiving the borrower's application for modification registration of the loan. Within seven working days from the date of receipt of the application for modification registration, the authority that confirmed the registration or modification registration of the foreign loan most recently shall transfer the original application for modification registration and copies of the registration and modification registration documents (if any) already completed for the loan to the Competent Authority as stipulated in Clause 1 of this Article for further processing by the Competent Authority.

4. The exchange rate used to determine the Competent Authority for confirming registration and modification registration of foreign loans is the accounting exchange rate published by the Ministry of Finance applicable at the time of signing the foreign loan agreements or agreements modifying the foreign loans related to the loan amount.

Article 21. Basis for implementing registration confirmation and loan modification registration confirmation

1. The value of the foreign loan must be within the total annual self-borrowing and self-repayment limit for commercial foreign loans approved by the Prime Minister.

2. The borrower must comply with and fully meet the conditions for foreign borrowing, foreign exchange management regulations for borrowing and repaying foreign debts as stipulated by the State Bank of Vietnam and other relevant laws at the time of submitting the application.

Article 22. Termination of effect of registration confirmation and loan modification registration confirmation documents

The Competent Authority for processing registration and modification registration of foreign loans shall issue a document terminating the effect of the registration confirmation and modification registration confirmation documents for foreign loans in cases where the registration and modification registration documents for foreign loans contain false information or counterfeit documents proving eligibility for registration confirmation and modification registration confirmation of foreign loans.

Article 23. Cases where registration confirmation documents and loan modification registration documents become automatically invalid

1. The registration confirmation document and loan modification registration confirmation document of the State Bank for foreign loans shall become automatically invalid if, within six months from the last day of the capital withdrawal period confirmed by the State Bank, the borrower does not withdraw funds and does not register to change the capital withdrawal plan for the loan as stipulated in this Circular.

2. After the registration confirmation document and loan modification registration document for foreign loans become automatically invalid as provided in Clause 1 of this Article, if the loan is to be continued, the borrower must re-register for foreign loans according to the provisions of Chapter III of this Circular within thirty days from the date on which the parties agree in writing to continue the loan.

Article 24. Handling of foreign loans when registration confirmation documents and loan modification registration documents are terminated due to fraudulent information or forged documents

1. In cases where it is discovered that the registration documents and loan modification registration documents for foreign loans contain fraudulent information or forged documents proving compliance with foreign loan borrowing conditions to obtain registration confirmation and loan modification registration confirmation, the competent authority shall send a document to the borrower (simultaneously sending a copy to the service bank account provider and the transaction guarantee service bank - if applicable) to notify the termination of the effectiveness of the registration confirmation document and loan modification registration confirmation document for foreign loans of the borrower.

2. Upon receipt of the document terminating the effectiveness of the registration confirmation document and loan modification registration confirmation document for foreign loans as specified in Clause 1 of this Article, the service bank account provider and the transaction guarantee service bank shall not continue to implement fund transfers related to foreign loans as stated in the registration confirmation document and loan modification registration confirmation document. The service bank account provider and the transaction guarantee service bank shall notify the competent authority in writing about the fund transfer transactions related to foreign loans conducted through these banks up to the time of the document terminating the effectiveness of the registration confirmation document and loan modification registration confirmation document when requested by the competent authority.

3. From the time the registration confirmation document and loan modification registration document are terminated, the borrower shall use the Vietnamese currency settlement account opened at the service bank account provider to repay the outstanding balance of the foreign loan and the amount received (if any).

4. The parties may agree to use the accounting exchange rate published by the Ministry of Finance for application or the buying and selling foreign currency exchange rate listed by the service bank account provider or other credit institutions, foreign bank branches in Vietnam at the time the registration confirmation document and loan modification registration document are terminated or the time of fund transfer repayment to determine the amount in Vietnamese currency to be paid to the lender.

Article 25. Sending copies of registration confirmation documents and loan modification registration documents, documents terminating the effectiveness of registration confirmation documents and loan modification registration documents

1. The State Bank (Department of Foreign Exchange Management and State Bank Branches) shall send copies of the following documents to the service bank account provider and the transaction guarantee service bank for coordination in monitoring and implementation:

a) Registration confirmation documents and loan modification registration documents;

b) Documents terminating the effectiveness of registration confirmation documents and loan modification registration documents.

2. The State Bank (Department of Foreign Exchange Management) shall send copies of the documents specified in Clause 1 of this Article to the State Bank branch in the province or city where the borrower's main office is located for coordination in management, monitoring, and urging reports.

3. The State Bank branch in the province or city shall send copies of documents terminating the effectiveness of registration confirmation documents and loan modification registration confirmation documents to the State Bank (Department of Foreign Exchange Management) for coordination in management.

Chapter IV

OPENING AND USING ACCOUNTS TO IMPLEMENT

FOREIGN LOANS

Section 1
FOREIGN LOAN AND REPAYMENT ACCOUNTS

Article 26. Borrowing and Repayment Accounts Abroad of the Borrower

1. The borrowing and repayment account abroad is a settlement account opened by the borrower at a service-providing bank to withdraw foreign loans, repay foreign debts; to conduct derivative transactions to mitigate risks associated with foreign loans and other money transfer transactions related to borrowing and repaying foreign debts, ensuring foreign loans.

2. For borrowers that are foreign-invested enterprises:

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

The borrower shall use the direct investment capital account to conduct transactions related to foreign loans as stipulated 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 borrowing and repayment account abroad at the bank where the direct investment capital account is opened to implement the foreign loan.

The borrower may use one account for one or more foreign loans. The contents of transactions in this account are regulated in Articles 28 and 29 of this Circular;

b) For short-term foreign loans: the borrower may use the direct investment capital account as stipulated in point a of this clause or another borrowing and repayment account abroad (which is not a direct investment capital account) to conduct transactions related to foreign loans. Each loan under this provision must be conducted through one service-providing bank. The borrower may use one account for one or more short-term foreign loans. The contents of transactions in this account are regulated in Articles 28 and 29 of this Circular;

c) For short-term loans still having principal outstanding one year from the withdrawal date and the borrower will repay within thirty working days from the end of one year from the withdrawal date, the borrower shall repay through the borrowing and repayment account abroad currently being used for this loan;

d) In cases where a foreign-invested enterprise is jointly liable for the obligation to repay the initial borrower's foreign loan after division, separation, merger, or consolidation, the foreign-invested enterprise is not required to use the direct investment capital account to settle the debt for which it is jointly liable.

3. Borrowers that are not foreign-invested enterprises must open a borrowing and repayment account abroad at a service-providing bank to conduct money transfer transactions related to foreign loans (withdrawal, repayment of principal, interest). Each foreign loan must be conducted through one service-providing bank. The borrower may use one account for one or more foreign loans. The contents of transactions in this account are regulated in Articles 28 and 29 of this Circular.

Article 27. Monitoring Foreign Borrowing and Repayment of Borrowers that are Commercial Banks and Branches of Foreign Banks

1. Commercial banks and branches of foreign banks as borrowers are not required to open and use a borrowing and repayment account abroad at a credit institution or branch of a foreign bank to implement foreign loans.

2. Commercial banks and branches of foreign banks as borrowers are responsible for monitoring transactions related to their foreign borrowing in accordance with current regulations on accounting and bookkeeping for commercial banks and branches of foreign banks; they are responsible and ensure the implementation of transactions related to foreign loans in accordance with the content confirmed by the State Bank in registration and changes to foreign loans of commercial banks and branches of foreign banks.

Article 28. Contents of receipts and payments on foreign currency loan and repayment accounts

Foreign currency loan and repayment accounts shall only be used to conduct transactions related to foreign borrowing activities as follows:

1. Receipt transactions:

a) Receipts from withdrawing funds from foreign loans;

b) Receipts from purchasing foreign currencies from authorized credit institutions to transfer funds for repaying principal and interest of foreign loans or debts received between the borrower and the guarantor who is a non-resident, paying various fees according to the loan agreement;

c) Receipts from converting foreign currencies from sources of withdrawing funds from foreign loans when the disbursement currency from the lender is not the currency of the loan and repayment account;

d) Receipts from foreign currency settlement accounts opened by the borrower at authorized credit institutions in Vietnam, foreign currency accounts opened by the borrower abroad;

đ) Receipts from permitted transactions related to derivative transactions concerning foreign loans;

e) Interest receipts calculated based on the balance of the account according to current laws.

2. Payment transactions:

a) Payments for transferring funds to repay principal and interest of foreign loans;

b) Payments transferred abroad to pay various fees according to the loan agreement, to settle debts received between the borrower and the guarantor who is a non-resident as stipulated in Chapter V of this Circular;

c) Payments transferred to the foreign currency settlement account of the borrower;

d) Payments for selling foreign currencies to authorized credit institutions;

đ) Payments transferred to the foreign currency account of the borrower opened abroad to fulfill commitments according to the foreign loan agreement;

e) Payments for purchasing foreign currencies to repay principal and interest of foreign loans when the repayment currency is not the currency of the loan and repayment account;

g) Payments for service fees related to account management and fund transfers through the account according to the regulations of the bank providing account services;

h) Payments for permitted transactions related to derivative transactions to hedge against exchange rate and interest rate risks associated with foreign loans.

Article 29. Contents of receipts and payments on foreign currency loan and repayment accounts in Vietnamese dong

Foreign currency loan and repayment accounts in Vietnamese dong shall only be used to conduct transactions related to foreign loans in Vietnamese dong as follows:

1. Receipt transactions:

a) Receipts from transferring funds from withdrawing foreign loans when the lender uses a Vietnamese dong settlement account opened at a credit institution or a foreign bank branch in Vietnam;

b) Receipts from selling foreign currencies to authorized credit institutions in Vietnam to withdraw funds from foreign loans when the lender does not use a Vietnamese dong settlement account in Vietnam to disburse the loan;

c) Receipts from transferring funds from the Vietnamese dong settlement account of the borrower;

d) Interest receipts calculated based on the balance of the account according to current laws.

2. Payment transactions:

a) Payments for transferring funds to the Vietnamese dong settlement account of the lender to repay debt (principal, interest) when the lender uses a Vietnamese dong settlement account to recover the loan according to the loan agreement;

b) Payments for purchasing foreign currencies to repay principal and interest of foreign loans when the lender does not use a Vietnamese dong settlement account to recover the loan according to the loan agreement;

c) Payments for settling debts received between the borrower and the guarantor as stipulated in Chapter V of this Circular;

d) Payments for various fees in Vietnamese dong, payments for purchasing foreign currencies to pay various fees in foreign currencies related to foreign loans;

đ) Payments for transferring funds to the Vietnamese dong settlement account of the borrower;

e) Payments for service fees related to account management and fund transfers through the account according to the regulations of the bank providing account services.

Article 30. The lending party shall open an account at a credit institution or foreign bank branch in Vietnam to implement foreign loans.

1. The lending party shall open and use a Vietnamese dong denominated non-resident account at one credit institution or foreign bank branch in Vietnam for the following purposes:

a) To disburse and recover debts from foreign loans denominated in Vietnamese dong where the borrowing party is a foreign-invested enterprise borrowing from profits derived from direct investment activities on Vietnamese territory by the lending party, which is a foreign investor contributing capital to the borrowing party;

b) To recover debts from foreign loans that are subject to registration as prescribed in Clause 2 and Clause 3, Article 11 of this Circular but do not meet the conditions for registration confirmation;

c) To recover debts from foreign loans with outstanding balances where the registration confirmation document, changed registration document has been terminated due to fraudulent information or forged documents as prescribed in this Circular.

2. The lending party may not use the Vietnamese dong denominated non-resident account specified in Clause 1 of this Article for other purposes except for transactions such as:

a) Receiving profits distributed from direct investment activities on Vietnamese territory by the lending party;

b) Expenditure to purchase foreign currency to transfer to the lending party's account abroad;

c) Expenditure to transfer to another Vietnamese dong denominated non-resident account opened by the lending party at a credit institution or foreign bank branch in Vietnam;

d) Expenditure to pay service fees related to account management and money transfer transactions through the account according to the regulations of the account service provider bank.

3. The use of a non-resident foreign currency account at a commercial bank by the lending party to disburse and recover debts for foreign loans must comply with the provisions of the law regarding restrictions on the use of foreign exchange on Vietnamese territory.

4. In cases of opening and using accounts on Vietnamese territory, the lending party shall be responsible for complying with the provisions of the law regarding the opening and use of non-resident accounts at commercial banks in Vietnam to implement transactions related to foreign loans.

Section 2
WITHDRAWAL OF FUNDS, TRANSFER OF FUNDS TO IMPLEMENT FOREIGN LOANS

Article 31. Principles of transparency in fund flows

1. For borrowing parties that are not commercial banks or foreign bank branches, all money transfer transactions (withdrawal of funds, repayment of debt) related to foreign loans must be conducted through the borrowing party’s foreign loan and repayment account, except for the cases stipulated in Article 34 of this Circular.

2. Money transfer orders between residents and non-residents related to the implementation of withdrawal and repayment transactions (principal, interest) of foreign loans and payment of fees must clearly state the purpose of the transfer so that the account service provider bank has a basis for comparison, inspection, retention of documentation, and execution of the transaction.

3. The borrowing party is responsible for clearly stating and requiring the lending party to clearly state the purpose of the money transfer transaction related to foreign loans to serve as a basis for determining foreign debt obligations and transferring funds to repay the loan (principal, interest) when due.

Article 32. Transfer of Funds to Implement Foreign Loans

1. The Borrower shall transfer funds for withdrawal of capital and repayment of principal and interest through one bank providing loan and repayment account services.

a) In case of changing the bank providing loan and repayment account services, the Borrower shall request the current bank providing loan and repayment account services to confirm the situation regarding withdrawal of capital and repayment of principal and interest related to foreign loans so that the new bank providing loan and repayment account services can continue to monitor the implementation of foreign loans according to the current regulations on management of foreign borrowing and repayment.

b) In case of changing the currency but not changing the bank providing loan and repayment account services, the bank providing loan and repayment account services shall be responsible for supervising the withdrawal of capital and repayment of principal and interest of foreign loans according to the current regulations on management of foreign borrowing and repayment.

2. For foreign loans that must be registered with the State Bank, the Borrower may only withdraw capital and repay principal and interest of foreign loans after the loan has been confirmed by the State Bank for registration or change registration, except in the following cases:

a) Withdrawal of capital and repayment of part of the principal and interest in the first year of the loan subject to registration as stipulated in Clause 2 and Clause 3 of Article 11 of this Circular. For short-term loans agreed to be extended to medium or long-term within 12 months from the date of the first withdrawal of capital, from the date of signing the extension agreement, withdrawal of capital and repayment of principal and interest of the loan can only continue after the loan has been confirmed by the State Bank for registration. The Borrower is responsible for notifying the bank providing loan and repayment account services about the short-term loan being extended to medium or long-term loan;

b) Withdrawal of capital from loans arising from foreign loan agreements to convert the amount of funds for investment preparation into foreign loan capital.

3. The Borrower may only receive disbursed funds and transfer repayment of principal and interest of the loan from the account of the Lender, representatives of the Lenders, or the agency bank of the Lenders in the case of syndicated loans or loans using an agency bank as stipulated in the loan agreement.

4. In the case of receiving disbursed funds and transferring repayment of principal and interest of foreign loans in foreign currency through the account of a third party who is a non-resident and not among the subjects specified in Clause 3 of this Article, this content must be clearly stipulated in the loan agreement (or amendment agreement), in the case of loans that must be registered with the State Bank, this content must be confirmed in the registration confirmation document or change registration confirmation document of the foreign loan.

5. The Borrower shall repay the debt into the Vietnamese Dong settlement account of the Lender opened at credit institutions, branches of foreign banks in Vietnam in the following cases:

a) The loan is subject to registration as stipulated in Clause 2 and Clause 3 of Article 11 of this Circular but does not meet the conditions for registration confirmation. The exchange rate applied to determine the amount in Vietnamese Dong to be repaid to the Lender as stipulated herein is the accounting exchange rate published by the Ministry of Finance for application or the buying and selling exchange rate of foreign currencies posted by the bank providing loan and repayment account services or other credit institutions, branches of foreign banks in Vietnam at the time when the competent authority issues a document refusing to confirm the registration of the foreign loan or the time of transferring repayment funds;

b) There remains outstanding foreign loans but the registration confirmation document or registration change confirmation document is terminated due to false information or forged documents in the file. The exchange rate applied to determine the amount in Vietnamese Dong to be repaid to the Lender as stipulated in Clause 4 of Article 24 of this Circular.

c) Foreign loans in Vietnamese Dong from the profit from direct investment activities in Vietnam of the Lender, which is a foreign investor contributing capital to the Borrower.

Article 33. Purchasing Foreign Currency and Transferring Funds to Repay Foreign Debts

1. The borrower shall purchase foreign currency from a permitted credit institution to fulfill obligations related to repaying principal, interest, and fees on foreign loans based on presenting documents and writings proving legitimate foreign currency payment needs in accordance with the law and the requirements of the permitted credit institution.

2. A permitted credit institution may stipulate the documents and writings proving legitimate foreign currency usage needs based on verifying the borrower's legitimate debt obligations through loan agreements, withdrawal documentation for the loan amount, and the State Bank of Vietnam’s confirmation of registered foreign loans (in cases where registration with the State Bank of Vietnam is required), and other required documents (if any) according to the credit institution’s requirements.

Article 34. Cases of Withdrawing Funds and Repaying Debts Not Through Loan and Debt Repayment Accounts

1. Cases of withdrawing funds not through loan and debt repayment accounts:

a) Withdrawal of funds directly from the lender to pay the non-resident beneficiary providing goods or services under a sales contract with the resident borrower;

b) Withdrawal of funds from foreign loans in the form of financial leasing;

c) Withdrawal of funds through the borrower’s account opened abroad if the borrower is permitted to open an account abroad to implement foreign loans;

d) Withdrawal of medium and long-term foreign loans through offsetting payments directly to the lender for import contracts, foreign loan repayments, and debt repayments as specified in this Circular;

e) Withdrawal of funds when the investment preparation funds are converted into foreign loans according to the agreement between the parties in compliance with the regulations on foreign exchange management for direct foreign investment in Vietnam;

2. Cases of repaying debts not through loan and debt repayment accounts:

a) Repayment in the form of supplying goods or services to the lender;

b) Repayment through the conversion of outstanding debt into shares or equity contributions in the borrower;

c) Repayment through the swap of outstanding loan debt into shares or equity contributions owned by the borrower;

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

e) Repayment through the borrower’s account opened abroad (in cases where the borrower is permitted to open an account abroad to implement foreign loans);

3. Within five working days from the date of withdrawal or repayment as specified in Clause 1 and Clause 2 of this Article, the borrower shall be responsible for notifying and submitting proof of the withdrawal or repayment made without using loan and debt repayment accounts to the service-providing bank for its knowledge and continued monitoring of the borrower’s foreign loans.

Chapter V
REGULATIONS ON FOREIGN EXCHANGE MANAGEMENT RELATED TO GUARANTEED LOAN TRANSACTIONS WHERE THE LOAN IS SELF-BORROWED AND SELF-REPAID

Article 35. Implementation of Guarantee Obligations

1. In the case of foreign loans with guarantees, the guarantor shall fulfill the guarantee obligations towards the foreign lender (the beneficiary of the guarantee) upon request according to the commitments set forth in the loan agreement, guarantee commitment documents (letters of guarantee, guarantee contracts, or other forms of guarantee commitment) signed between the relevant parties, ensuring compliance with current legal regulations.

2. If the guarantor is a resident individual, the funds for fulfilling the guarantee obligation must be transferred through one transaction service bank (except in cases stipulated in Clause 3 of this Article).

3. In the case where the guarantor is a credit institution or a foreign bank branch in Vietnam, the transfer of guarantee funds does not necessarily have to go through a transaction service bank. Credit institutions or foreign bank branches in Vietnam providing guarantees for foreign loans shall comply with the legal provisions on bank guarantees and notify the account service bank about the amount of guarantee funds that have been fulfilled.

Article 36. Implementation of Security Obligations in the Form of Asset Pledges

1. When security obligations arise for foreign loans in the form of asset pledges, the pledgor shall fulfill such obligations according to the commitments made in the loan agreement and security agreements, provided they do not contravene Vietnamese laws on secured transactions and other related legal provisions.

2. The transfer of proceeds from the disposal of pledged assets within Vietnam to the foreign lender or its representative to fulfill the security obligation (hereinafter referred to as "transfer of funds to fulfill security obligations") must be conducted through one transaction service bank as prescribed in this Circular.

3. In the event that the pledged assets are disposed of by the beneficiary receiving the assets directly in lieu of performing the obligation, the borrower shall inform the account service bank about the debt obligations settled by the beneficiary receiving the assets directly in lieu of performing the obligation.

Article 37. Transaction Service Bank

1. The transfer of funds to fulfill security obligations (including transfers to fulfill guarantee obligations and transfers to fulfill asset pledge security obligations) must be conducted through one transaction service bank, except in cases stipulated in Clause 3 of Article 36 of this Circular.

2. Where the transaction service bank is also the account service bank for the foreign loan, this bank shall be responsible for checking and retaining relevant documents in accordance with the law when transferring funds to fulfill security obligations as prescribed in this Circular.

3. Where the transaction service bank is not the account service bank for the foreign loan, when transferring funds to fulfill security obligations, the bank shall have the following responsibilities:

a) To check, retain documents, and conduct fund transfers based on the documents specified in Clause 4 of this Article;

b) Within seven working days from the date of transferring funds to fulfill security obligations, to notify and send the account service bank proof of payment of the debt amount (principal, interest, fees) paid to the lender through the fulfillment of the security obligation so that the account service bank can monitor, determine the principal, interest, and fee balance of the loan, and serve as the basis for implementing the transfer of funds to repay the debt between the borrower and the guarantor as prescribed in this Circular.

4. Documents allowing the transaction service bank to conduct fund transfers to fulfill security obligations for foreign loans include:

a) Foreign loan agreement;

b) Agreements on guarantees and asset pledges related to foreign loans;

c) A document requesting the fulfillment of security obligations from the lender (or an organization representing the lender or an organization handling the disposal of pledged assets), specifying the specific payment obligations that the borrower has failed to fulfill according to the loan agreement;

d) A confirmation document from the account service bank of the borrower regarding the withdrawal of funds and repayment of the loan up to the date of the request to transfer funds to fulfill security obligations;

đ) A registration confirmation document for foreign loans issued by the State Bank, including information on the security measures for the foreign loan (applicable in cases where the foreign loan is subject to registration with the State Bank);

e) Other documents and materials (if any) as required by the transaction service bank.

5. The borrower shall inform the guarantor about the account service bank and the transaction service bank, and fully disclose information about these banks when registering or changing foreign loans (in cases where the loan is subject to foreign loan registration as prescribed in this Circular).

Article 38. Debt Acknowledgment between Borrower and Guarantor

1. The debt acknowledgment (if any) between the borrower and the guarantor is the debt that the borrower is obligated to repay to the guarantor after the guarantor has fulfilled its guarantee obligations pursuant to agreements among the borrower, the guarantor, and the lender related to foreign loans (hereinafter referred to as "debt acknowledgment").

2. The maximum amount of debt acknowledgment shall not exceed the equivalent amount of the debt obligation under the executed foreign loan agreement through the enforcement of security measures.

3. In cases where the borrower and the guarantor are residents and have agreed on interest and fees for the debt acknowledgment, the content of the agreement on interest and fees for the debt acknowledgment must comply with the current provisions of the Civil Code.

4. In cases where the borrower and the guarantor are non-residents and have agreed on interest and fees for the debt acknowledgment, the total amount of interest and fees paid by the borrower to the guarantor, converted into an annual percentage rate based on the total amount of the debt acknowledgment, shall not exceed the interest rate applicable to overdue foreign loan amounts as stipulated in the foreign loan agreement with security measures.

5. The agreement on the currency of the debt acknowledgment and the currency of repayment of the debt acknowledgment within the territory must comply with the regulations on the restriction of foreign currency usage within Vietnam.

Article 39. Repayment of Debt Acknowledgment

1. The borrower shall fulfill the repayment of the debt acknowledgment to the guarantor based on presenting to the bank providing account services:

a) The foreign loan agreement and related security agreements concerning the foreign loan;

b) The agreement of the parties regarding the borrower's obligation to repay the debt acknowledgment to the guarantor;

c) Evidence proving that the guarantor has fulfilled its guarantee obligations related to the foreign loan (copies of payment transfer documents proving that the guarantor has repaid the debt on behalf of the borrower, documents proving the amount of the guarantee obligation transferred through the bank for the security transaction, documents proving the transfer of collateral assets to fulfill the obligation);

d) Other documents and materials (if any) as required by the bank providing account services.

2. The repayment of the debt acknowledgment to the guarantor must be carried out through the foreign loan and repayment account. In cases where the repayment currency of the debt acknowledgment differs from the currency of the foreign loan account, the borrower may carry out the repayment through another account opened at the same bank providing account services for the borrower.

Chapter VI

STATISTICAL REPORTING REGIME FOR LOANS

SELF-BORROWING AND SELF-REPAYMENT

Article 40. Reporting Regime for the Bank Providing Account Services

The bank providing account services shall implement the reporting regime according to the State Bank of Vietnam’s regulations on statistical reporting regimes applicable to credit organizations and branches of foreign banks permitted to operate.

Article 41. Reporting Regime for the Borrower

1. Monthly, no later than the fifth day of the following month, the borrower must report online the implementation status of short-term, medium-term, and long-term loans on the website. In cases where the website encounters technical issues preventing the submission of reports, the borrower shall submit the report in writing using the form attached as Appendix 05 issued together with this Circular.

2. Within ten working days from the date of receiving the borrower's report on the website, the branch of the State Bank of Vietnam shall review the report on the website (or enter information from the written report in case the website encounters technical issues) to store the information in the database. If the reported information is accurate, the borrower will be notified via email about the completion of the reporting process as prescribed. In cases where there is inaccurate information or clarification is needed, the branch of the State Bank of Vietnam will notify the borrower via email to adjust the figures accordingly.

3. Within three working days from the discovery of errors in foreign loan and repayment reports, the borrower is responsible for reporting online on the website (or submitting a written report in case the website encounters technical issues) the implementation status of short-term, medium-term, and long-term loans with corrected figures; simultaneously, notifying the branch of the State Bank of Vietnam via email so that the branch can conduct the review as stipulated in this Circular.

Article 42. Unexpected Reports

In cases of urgency or when necessary, the borrower and the bank providing account services shall submit reports as required by the State Bank.

Chapter VII
RESPONSIBILITIES OF THE PARTIES INVOLVED

Article 43. Obligations of the Borrower

1. Adhere to regulations on foreign borrowing and debt repayment management set forth in this Circular and other relevant laws when concluding and implementing foreign loan agreements and foreign loan guarantee agreements.

2. Present documents as prescribed by law and as requested by the bank providing account services when determining the nature of the loan as either a monetary loan or a financial lease loan and/or other forms, and when conducting money transfer transactions related to foreign loans.

3. Comply with provisions on information declaration, reporting, and information security as stipulated in this Circular.

4. Be responsible under the law for:

a) Determining the nature of foreign loans as either monetary loans or financial lease loans and/or other forms. In the case where foreign loans are in the form of financial leases, the borrower is responsible for determining the date of receiving leased assets and providing such information to the competent authority and the bank providing account services upon request;

b) The accuracy and truthfulness of: information provided and declared through the electronic page via their access account; information and documents provided along with registration files, changed loan registration files, and reports submitted to the competent authority; information provided and documents presented to commercial banks when conducting money transfer transactions related to foreign loans.

Article 44. Obligations of the Bank Serving Guarantee Transactions

1. Provide money transfer service to fulfill guarantee obligations as prescribed in this Circular.

2. Check and retain documents when providing money transfer service to fulfill guarantee obligations as prescribed in this Circular.

3. Provide accurate information about money transfers to fulfill guarantee obligations as requested by the competent authority, the borrower, and the bank providing account services to the borrower.

Article 45. Obligations of the Bank Providing Account Services

1. Provide account services for transactions related to foreign loans (capital withdrawal, debt repayment, fee payment, money transfer transactions related to foreign loan guarantees as prescribed in this Circular) based on:

a) Registration confirmation documents, changed loan registration documents (in cases where loans require registration and change registration), documents related to the termination of the effectiveness of registration confirmation documents, changed loan registration confirmation documents;

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

c) Capital usage plans, short-term foreign loan investment projects (with the borrower's commitment that this plan has been approved by the competent authority in accordance with foreign borrowing and debt repayment conditions), applicable to short-term foreign loans;

d) Documents proving that the guarantor has fulfilled the guarantee obligation related to self-borrowed and self-repaid loans (transfer documents proving that the guarantor has repaid the debt on behalf of the borrower, documents proving the amount transferred by the guarantor or representative organization handling collateral to the lender or representatives of lenders, or other equivalent documents);

đ) Documents proving that the borrower complies with the online reporting system regarding short-term foreign borrowing and debt repayment status as prescribed in this Circular (screen capture report on the electronic page confirmed by the borrower);

e) Documents proving that the borrower implements foreign exchange risk prevention operations for loan repayment periods according to current foreign borrowing and debt repayment management regulations (if applicable);

f) Other files and documents as prescribed internally by the bank providing account services.

2. Conduct checks and verifications to ensure the accuracy of money transfer requests (capital withdrawal, debt repayment) against documents presented by the borrower and related parties to ensure that money transfer transactions related to foreign loans comply with registration confirmation documents, changed registration confirmation documents (in cases requiring registration and change registration), loan agreements, and other related agreements; and comply with foreign exchange management regulations.

3. Provide accurate information about the borrower’s foreign loans (including details of capital withdrawn, debts repaid; time of capital withdrawal, debt repayment; reference information from loan agreements, lenders) in the confirmation document of the implementation status of foreign loans of the borrower as requested by the borrower or when required by the competent authority.

Article 46. Responsibilities of the Foreign Exchange Management Department

1. Lead in building a model for managing information on foreign borrowing and repayment through the Electronic Website.

2. Perform functions and tasks as prescribed in this Circular.

3. Exploit and utilize the database on foreign borrowing and repayment to serve the construction and implementation of policies in accordance with its functions and tasks.

4. Lead and coordinate with the National Credit Information Center:

a) Develop guidance materials for users, publish and update regularly on the Electronic Website;

b) Edit and upgrade the content of the Electronic Website to facilitate users and ensure that the database serving the management of foreign borrowing and repayment not guaranteed by the Government is not accessed illegally;

c) Answer queries related to the Electronic Website; receive and promptly guide and handle any issues and suggestions raised by users during the exploitation and operation of the Electronic Website;

d) Guide the registration and issuance of access accounts, and changes to account information for entities specified in point b and c, Clause 1, Article 10 of this Circular.

Article 47. Responsibilities of the National Credit Information Center

1. Maintain the safe and stable operation of the Electronic Website, ensuring that the Electronic Website and the database on foreign borrowing and repayment are not accessed illegally.

2. Utilize information on foreign borrowing and repayment of enterprises to build a national credit information database, serving the management requirements of the State Bank and the business operations and risk management of credit institutions and foreign bank branches.

3. Coordinate with the Foreign Exchange Management Department to implement the contents stipulated in Clause 4, Article 46 of this Circular.

Article 48. Responsibilities of the State Bank Branches

1. Perform functions and tasks within their authority as prescribed in this Circular.

2. Be responsible for guiding, monitoring, reminding, and urging borrowers to report information and submit reports as required by this Circular.

3. Exploit and utilize the database on foreign borrowing and repayment within their authority to serve the management of foreign borrowing and repayment in their jurisdiction in accordance with their functions and tasks.

4. Provide supervisory opinions on compliance with legal provisions regarding safety ratios in banking activities of credit institutions and foreign bank branches (within the authority of inspection and micro-prudential supervision of the State Bank Branch when requested for opinions by the competent authority). The scope of supervisory opinions includes opinions on individual indicators and consolidated indicators of ratios and limits reported by credit institutions and foreign bank branches in Appendix 02 issued together with this Circular;

5. Inspect, audit, and handle administrative violations within their authority in cases of administrative violations during the implementation of the provisions of this Circular.

Article 49. Responsibilities of the Banking Inspection and Supervision Authority

1. Provide supervisory opinions on compliance with legal provisions regarding safety ratios in banking activities of credit institutions and foreign bank branches (within the authority of inspection and micro-prudential supervision of the Banking Inspection and Supervision Authority when requested for opinions by the competent authority). The scope of supervisory opinions includes opinions on individual indicators and consolidated indicators of ratios and limits reported by credit institutions and foreign bank branches in Appendix 02 issued together with this Circular.

2. Inspect, audit, and handle administrative violations within their authority in cases of administrative violations during the implementation of the provisions of this Circular.

Chapter VIII
IMPLEMENTING PROVISIONS

Article 50. Effective Date

1. This Circular shall take effect from November 15, 2022, except for the provisions set forth in Clause 2 of this Article.

2. The provisions on the implementation of foreign exchange risk prevention measures for the repayment period of foreign loans and the responsibility of banks providing account services to check documents regarding the borrower's execution of foreign exchange risk prevention transactions shall apply from the date the regulations on conditions for foreign loans not guaranteed by the Government (including provisions on foreign exchange risk prevention for foreign loans) come into force.

3. From the date this Circular takes effect, the following documents shall cease to be effective:

a) Circular No. 03/2016/TT-NHNN dated February 26, 2016, issued by the Governor of the State Bank of Vietnam guiding certain contents on foreign exchange management for foreign borrowing and debt repayment by enterprises;

b) Circular No. 05/2016/TT-NHNN dated April 15, 2016, issued by the Governor of the State Bank of Vietnam amending and supplementing several articles of Circular No. 03/2016/TT-NHNN dated February 26, 2016, issued by the Governor of the State Bank of Vietnam guiding certain contents on foreign exchange management for foreign borrowing and debt repayment by enterprises;

c) Circular No. 05/2017/TT-NHNN dated June 30, 2017, issued by the Governor of the State Bank of Vietnam amending and supplementing several articles of Circular No. 03/2016/TT-NHNN dated February 26, 2016, issued by the Governor of the State Bank of Vietnam guiding certain contents on foreign exchange management for foreign borrowing and debt repayment by enterprises.

Article 51. Transitional Provisions

1. For the implementation of foreign loans in the form of deferred payment for imported goods: Foreign loans in the form of deferred payment for imported goods with medium and long-term terms that have been registered and changes in registration confirmed by the State Bank of Vietnam before the effective date of this Circular shall continue to be implemented (capital withdrawal, debt repayment) according to the registration confirmation documents and change registration documents. In cases where changes occur as stated in the registration confirmation documents and change registration documents, the Borrower shall implement such changes based on agreements with the Lender without needing to register changes with the State Bank of Vietnam.

2. For foreign loans in Vietnamese dong:

a) Foreign loans in Vietnamese dong that have been registered and change registrations confirmed by the State Bank branch before April 15, 2016, shall continue to be implemented according to the registration confirmation documents and change registration documents of the State Bank branch.

b) In cases where changes occur in foreign loans in Vietnamese dong that have been registered and change registrations confirmed by the State Bank (Department of Foreign Exchange Management), the determination of the competent authority to process change registration applications shall be carried out in accordance with Article 20 of this Circular.

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

4. For foreign loans whose lender's address has been confirmed in the registration confirmation documents and change registration documents, if there is a change in the lender's address but the creditor country remains unchanged, the Borrower does not need to register changes to the foreign loan in accordance with this Circular.

5. For loan registration and change registration applications submitted to the State Bank fully before the effective date of this Circular, they shall continue to be processed in accordance with Circular No. 03/2016/TT-NHNN dated February 26, 2016, issued by the Governor of the State Bank of Vietnam guiding certain contents on foreign exchange management for foreign borrowing and debt repayment by enterprises (and subsequent amendments and supplements), except in cases where the foreign loan or the content of the loan change registration no longer falls under the categories or situations required to be registered or changed in accordance with this Circular.

Article 52. Implementation Organization

The Director of the Office, the Head of the Foreign Exchange Management Department, the Heads of units under the State Bank, credit institutions, foreign bank branches, enterprises, cooperatives, and cooperative unions shall be responsible for organizing the implementation of this Circular.