Circular No. 13/2016/TT-NHNN amending and supplementing certain articles of Circular No. 45/2011/TT-NHNN dated December 30, 2011, issued by the Governor of the State Bank of Vietnam on foreign exchange management for lending and debt recovery abroad by credit institutions.

CIRCULAR

Amending and supplementing certain articles of Circular 45/2011/TT-NHNN

dated December 30, 2011 of the Governor of the State Bank of Vietnam

on foreign exchange management for lending and debt recovery abroad

of credit institutions

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Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

No. 06/2013/UBTVQH13 dated March 18, 2013;

Pursuant to Decree 28/2005/PL-UBTVQH11 on Foreign Exchange of the Standing Committee of the National Assembly dated December 13, 2005 and Decree 06/2013/PL-UBTVQH13 dated March 18, 2013 amending and supplementing certain articles of the Foreign Exchange Decree;

Pursuant to Decree No. 156/2013/NĐ-CP dated November 11, 2013, of the Government stipulating 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 reason foreign exchange;

The Governor of the State Bank of Vietnam issues this circular National amending and supplementing certain articles of Circular 45/2011/TT-NHNNNo. dated December 30, 2011 of the Governor of the State Bank of Vietnam on foreign exchange management for lending and debt recovery abroadNo.of credit institutions (hereinafter referred to as Circular 45/2011/TT-NHNN).on Article 1. Amending and supplementing certain articles of Circular 45/2011/TT-NHNN 1. Amending and supplementing Clause 1, Article 2 as follows: "1. Lending abroad is a form of credit provision whereby a credit institution transfers or commits to transfer a sum of money to a non-resident customer (hereinafter referred to as the foreign borrower) for use in a specified purpose within a definite period according to agreement with the principle of repayment of both principal and interest.", amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP 2. Amending and supplementing Clause 7, Article 2 as follows:

"7. Lending and debt recovery abroad account is a settlement account that a credit institution uses to implement foreign lending."

3. Supplementing Clause 8 to Article 2 as follows:

"8. Service bank is a commercial bank or a branch of a foreign bank operating in Vietnam where a credit institution opens a settlement account to implement disbursement, debt recovery of foreign lending and other related fund transfers."

4. Supplementing Clause 5 to Article 3 as follows:

"5. Developing plans for foreign currency mobilization and lending ensuring principles of matching currency structure, term structure between mobilization and lending, avoiding term risk and liquidity risk that may arise from foreign lending implementation."

5. Amending and supplementing the name of Article 5 and Clause 1, Article 5 as follows:

Article 5. Currency for lending and debt recovery abroad

1. Credit institutions' lending and debt recovery abroad shall be conducted in foreign currency. The currency for debt recovery is the currency of disbursement of the loan. Debt recovery in a foreign currency different from the disbursement currency shall be carried out according to the agreement between the lending credit institution and the foreign borrower."

6. Amending and supplementing Clause 1 and Clause 2, Article 9 as follows:

"1. Credit institutions shall register foreign lending with the State Bank of Vietnam within thirty days from the date of signing the lending agreement (in case the lending is not guaranteed) or within thirty days from the date the guarantor signs the guarantee document.

"2. In case of any change in any content related to foreign lending mentioned in the registration confirmation document or the registration change confirmation document of the State Bank of Vietnam, the credit institution shall register the change of foreign lending within the following time limit:i

a) Thirty days from the date of signing the change agreement; or,

b) Thirty days from the date the guarantor signs the document agreeing with the change content of the lending agreement (in case the lending is guaranteed); or,

c) Before the occurrence of the change content in case no change agreement is required."

2. In cases where any content related to the foreign loan as stated in the registration confirmation document, or the registration change confirmation document for foreign loans issued by the State Bank is changed, the credit institution providing foreign loans shall be responsible for registering the change of the foreign loan within the following time limit:

a) Thirty (30) days from the date of signing the amendment agreement; or,

b) Thirty (30) days from the date the guarantor organization signs the document agreeing with the amended loan agreement content (in case the loan is guaranteed); or,

c) Prior to the occurrence of the change content in cases where the change does not require an amendment agreement."

2. The application file for investigation of emergency measures for textile products as prescribed in Article 63 of Decree No. 86/2025/NĐ-CP must also include the following specific additional contents:

"Article 10. Documents for registering a loan

A credit institution shall directly submit or send via postal service one (1) set of loan registration documents to the State Bank. The documents include:

1. Application for registering an overseas loan (Annex No. 01 issued together with this Circular).

2. Report on the impact assessment of the overseas loan on compliance with the minimum capital adequacy ratio regulations; credit limit for a single customer (overseas borrower) and related parties; maximum proportion of short-term capital used for medium and long-term loans; loan-to-deposit ratio; repayment capacity ratio; foreign currency status of the credit institution lending overseas.

3. Due diligence report on the overseas loan including the following main contents: evaluation of feasibility and effectiveness of the investment project, production and business plan of the overseas borrower; related risks, ability to recover principal and interest of the loan fully and on time; appropriateness of the loan amount and scale of the project using borrowed funds; guarantee issues for the loan and other related contents.

4. Report on foreign currency sources for the loan including contents related to the scale, currency structure, and term structure between the mobilized funds and foreign currency loans at the time of signing the loan agreement.

5. Copy and Vietnamese translation of the Decision on establishment or Investment Registration Certificate of the overseas borrower according to the regulations of the host country.

6. Copy of the Overseas Investment Registration Certificate of the Vietnamese investor owning the investment capital and directly participating in managing the investment activities at the overseas borrower.

7. Copy and Vietnamese translation (with confirmation from the authorized representative of the credit institution) of the signed loan agreement.

8. Copy and Vietnamese translation (with confirmation from the authorized representative of the credit institution) of any documents and agreements on guarantees and collateral for the overseas loan (if any).

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

"3. Report on the impact assessment of the overseas loan on compliance with the minimum capital adequacy ratio regulations; credit limit for a single customer (overseas borrower) and related parties; maximum proportion of short-term capital used for medium and long-term loans; loan-to-deposit ratio; repayment capacity ratio; foreign currency status of the credit institution lending overseas (in case of increased volume or extended term of the overseas loan)."

9. Supplement Clause 5 to Article 12 as follows:

"5. The credit institution's compliance with the regulations on limits and ratios ensuring safety in its operations when implementing an overseas loan includes: minimum capital adequacy ratio; credit limit for a single customer (overseas borrower) and related parties; maximum proportion of short-term capital used for medium and long-term loans; loan-to-deposit ratio; repayment capacity ratio; maximum foreign currency status compared to own capital."

10. Amend and supplement Article 14 as follows:

"Article 14. Overseas Loan Account and Debt Recovery

1. A commercial bank credit institution lending overseas shall be responsible for monitoring transactions related to its overseas lending in accordance with current accounting and bookkeeping regulations for commercial banks; shall be responsible and ensure that transactions related to the overseas loan are carried out in accordance with the content confirmed by the State Bank in the registration and change registration documents for the overseas loan of the credit institution.

2. A non-commercial bank credit institution lending overseas shall be responsible for opening an overseas loan account and debt recovery account at one (1) bank providing account services to implement all disbursement and debt recovery transactions (principal, interest, and fees...). The bank providing account services shall be responsible for checking and verifying the documents presented by the credit institution lending overseas to ensure that the transactions of the overseas loan are carried out in accordance with the registration and change registration confirmed by the State Bank and comply with current laws.

3. The use of foreign currency accounts abroad to implement overseas loans shall be carried out in accordance with current regulations on opening and using foreign currency accounts abroad by credit institutions.

11. Amend and supplement Article 15 as follows:

"Article 15. Reporting System

Credit institutions lending overseas and banks providing account services shall implement the reporting system in accordance with the State Bank's regulations on statistical reporting systems applicable to credit institutions and branches of foreign banks.

12. Amend and supplement Point a Clause 2 of Article 16 as follows:

"a) Within seven (7) working days from the date of receiving the Foreign Exchange Management Department's request for comments on the overseas loan, the Banking Inspection and Supervision Authority shall send a letter to the Foreign Exchange Management Department regarding the contents related to the credit institution's overseas loan. The content of the letter includes: confirmation of the scope of business and provision of foreign exchange services by the credit institution; confirmation of the credit institution's compliance with the current regulations of the State Bank on limits and ratios ensuring safety as stipulated in Clause 4 of Article 12 of this Circular at the end of the month before the loan agreement or change agreement was signed, in cases where changes increase the volume or term of the overseas loan."

Article 2. Repeal Article 7 of Circular No. 45/2011/TT-NHNN.

Article 3. Implementation Provisions

1. This Circular takes effect from June 30, 2016.

2. From the date this Circular takes effect, Article 8 of Circular No. 29/2015/TT-NHNN dated December 22, 2015, of the Governor of the State Bank of Vietnam amending and supplementing certain legal documents of the State Bank of Vietnam concerning the components of the application documents with certified copies of papers and documents that have ceased to be effective.

3. The Director of the Office, the Head of the Department of Foreign Exchange Management, the Heads of units under the State Bank, the Governors of the State Bank's provincial and centrally-administered city branches, the Chairmen of the Board of Directors, the Chairmen of the Board of Members, and the General Managers (Directors) of credit organizations and foreign bank branches shall be responsible for organizing the implementation of this Circular.