Circular No. 31/2025/TT-NHNN on the activities of subsidiaries and associated companies of credit institutions in the field of debt management and asset exploitation

CIRCULAR

Regulations on the activities of subsidiaries and associated companies of credit organizations

in the field of debt management and asset exploitationFor coal-fired thermal power plants where the enterprise holds 100% of the registered capital and uses 100% of its own capital to invest in the project approved by the competent authority, E is determined as 100%;Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12; 

Pursuant to the Law on Credit Organizations No. 32/2024/QH15 amended and supplemented by Law No. 96/2025/QH15;

The Director of the Credit Organization Safety System Department;

Pursuant to Decree No. 26/2025/NĐ-CP of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of The Governor of the State Bank of Vietnam issues this Circular regulating the activities of

subsidiaries and associated companies of commercial banks, comprehensive financial companies, specialized financial companies in the field of debt management and asset exploitation This Circular regulates the activities of subsidiaries and associated companies of commercial banks, comprehensive financial companies, specialized financial companies in the field of debt management and asset exploitation..

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. Subsidiaries and associated companies of commercial banks, comprehensive financial companies, specialized financial companies in the field of debt management and asset exploitation (hereinafter referred to as debt management companies).

Article 2. Applicability

This Circular applies to:

2. Commercial banks, comprehensive financial companies, specialized financial companies with debt management companies as stipulated in Clause 1 of this Article (hereinafter referred to as credit organizations with debt management companies).

3. Other organizations and individuals related to the activities of debt management companies.

When carrying out activities in the field of debt management and asset exploitation, debt management companies and credit organizations with debt management companies must ensure the following principles:

Article 3. Principles of Operation

1. Debt management companies may only carry out activities as prescribed in Article 4 of this Circular. Credit organizations with debt management companies and debt management companies are responsible for ensuring that the activities of debt management companies comply with the scope of operations prescribed in this Circular.

2. Ensuring transparency in the activities of buying and selling debts, collateral assets of debts, and handling collateral assets of debts in accordance with the provisions of the law.

3. Ensuring the legitimate rights and interests of debt management companies, credit organizations with debt management companies, and related organizations and individuals.

4. A debt management company that is a subsidiary of a credit organization may only purchase debts as prescribed in Article 7 of this Circular if it meets the following conditions:

a) The credit organization with that debt management company is allowed to engage in debt purchasing activities in accordance with the law;

b) The credit organization with that debt management company has a non-performing loan ratio below 3% according to the most recent classification period as stipulated by the Governor of the State Bank of Vietnam (hereinafter referred to as the State Bank) regarding asset classification in the operations of commercial banks, non-bank credit institutions, and foreign bank branches before signing the debt purchase contract, except in cases of purchasing debts under a restructuring plan for supervised credit organizations (hereinafter referred to as the restructuring plan) approved by competent authorities.

5. Debt purchase contracts must not contravene the contents stipulated in the credit facility agreements and guarantee agreements signed between the seller of the debt, the customer, and the guarantor.

6. Debt management companies may only manage debts, handle debts, manage collateral assets of debts, and exploit assets upon authorization from the credit organization specified in points a and b of this clause (hereinafter referred to as the Authorizing Party) and purchase collateral assets from the Authorizing Party. The Authorizing Party includes:

a) The credit organization with that debt management company;

b) A credit organization that is a subsidiary of the credit organization with that debt management company.

The provisions of this point apply only when the debt management company is a subsidiary of a credit organization with a debt management company.

ACTIVITIES OF DEBT MANAGEMENT COMPANIES AND RIGHTS AND OBLIGATIONS OF DEBT MANAGEMENT COMPANIES AND THE AUTHORIZING PARTY

Chapter II

ACTIVITIES OF THE DEBT MANAGEMENT COMPANY AND OBLIGATIONS OF THE DEBT MANAGEMENT COMPANY, AUTHORIZED PARTY

Article 4. Activities of a debt management company

A debt management company shall carry out the following activities:

1. Managing and handling debts according to the authorization of the Authorizing Party as stipulated in Article 6 of this Circular.

2. Managing and exploiting collateral assets for debts according to the authorization of the Authorizing Party as stipulated in Article 6 of this Circular.

3. Exploiting assets according to the authorization of the Authorizing Party through leasing part of the business premises owned by the Authorizing Party that has not been fully utilized in accordance with Article 139 of the Law on Credit Institutions.

4. Buying and selling debts in accordance with the provisions of Article 7 of this Circular.

5. Purchasing collateral assets for non-performing loans in accordance with the provisions of Article 8 of this Circular.

6. Other activities to handle non-performing debts and collateral assets for non-performing debts according to restructuring plans approved by competent authorities.

7. Valuing collateral assets for debts during the implementation of activities specified in Clauses 1, 2, 4, 5, and 6 of this Article.

Article 5. Debts to be handled in the activities of a debt management company

1. The debt management company shall manage and exploit assets as stipulated in Clauses 1 and 2 of Article 4 of this Circular for the following debts:

a) Overdue debts and non-performing debts including non-performing debts recorded in the balance sheet, non-performing debts that have been covered by risk reserves but have not yet been recovered and are being monitored outside the balance sheet, debts that have been removed from off-balance sheet according to the regulations of the Governor of the State Bank (hereinafter referred to as non-performing debts);

b) Debts authorized by the Asset Management Company of Vietnamese Credit Institutions to the Authorizing Party.

The debt management company shall manage and exploit assets for debts authorized by the Asset Management Company of Credit Institutions to the Authorizing Party in accordance with the regulations on establishment, organization, and operation of the Asset Management Company of Vietnamese Credit Institutions, consistent with the provisions on delegation under the Civil Code.

2. The debt management company shall buy and sell debts as stipulated in Clause 4 of Article 4 arising from lending operations, substitute payments in guarantee operations, receivables from finance lease contracts which are overdue debts and non-performing debts.

Article 6. Activities of managing and handling debts, managing and exploiting collateral assets according to the authorization of the Authorizing Party

1. The activities of managing and exploiting assets of a debt management company according to the authorization of the Authorizing Party for debts as stipulated in Clause 1 of Article 5 of this Circular include:

a) Receiving debts; receiving and seizing collateral assets of debts for handling and recovering debts in accordance with the law;

b) Managing and handling received debts through forms such as monitoring, urging, directly recovering debts, disposing of collateral assets to recover debts; selling debts to other organizations and individuals and other forms in accordance with the law;

c) Managing and handling received collateral assets through forms such as inspecting, keeping; selling collateral assets and other methods agreed upon in the security contract in accordance with the law; exploiting and using collateral assets in accordance with the law on security for obligations;

d) Carrying out other activities related to receiving, managing, handling debts, exploiting and handling collateral assets according to the authorization of the Authorizing Party in accordance with the law.

2. The delegation by the Authorizing Party to carry out the activities specified in Clause 1 of this Article must be established in a power of attorney contract in accordance with the law, credit facility contract, security contract (if any) between the credit institution having the debt management company and the customer and other relevant parties.

Article 7. Purchase and sale of debts

1. The purchase and sale of debts by debt management companies for debts as stipulated in Clause 2, Article 5 of this Circular include:

a) Purchasing debts from the credit institution that owns the debt management company according to the restructuring plan approved by the competent authority;

b) Purchasing debts from other credit institutions or foreign bank branches, except for debts sold by the credit institution owning the debt management company or its subsidiary credit institution to such credit institution or foreign bank branch;

c) Purchasing debts from other debt management companies, except for debts sold by the credit institution owning the debt management company or its subsidiary credit institution to such other debt management company;

d) Selling debts to other organizations or individuals, except for selling debts to subsidiaries of the same credit institution owning the debt management company.

2. The purchase and sale of debts by debt management companies as prescribed in Clause 1 of this Article must be established in a debt purchase and sale contract in accordance with the provisions of the law, credit facility contracts, and guarantee contracts (if any).

Article 8. Purchase of collateral assets for non-performing debts

1. A debt management company that is a subsidiary of a credit institution shall not engage in real estate business except as provided for in Clauses 2 and 3 of this Article.

2. A debt management company that is a subsidiary of a credit institution may only purchase collateral assets of non-performing debts of the Entrusting Party during the process of handling collateral assets of non-performing debts to recover debts.

3. When purchasing collateral assets as prescribed in Clause 2 of this Article, the debt management company must comply with the following regulations:

a) The total purchase price of collateral assets of non-performing debts as stipulated in Article 5 of this Circular shall not exceed the charter capital of the debt management company;

b) Within five years from the date of purchasing real estate collateral assets, the debt management company must sell or transfer these collateral assets. In case of holding beyond five years, the debt management company shall not be allowed to purchase additional collateral assets of non-performing debts of the Entrusting Party.

Article 9. Internal Regulations

1. Based on the provisions of this Circular and relevant laws, debt management companies must establish internal regulations regarding debt management activities, asset exploitation, and debt purchase and sale. Within ten working days from the date of issuance or amendment of the internal regulations, the debt management company must submit one copy of the internal regulations concerning debt management activities, asset exploitation, and debt purchase and sale to the State Bank (Credit Institution Management and Supervision Department) and the State Bank Branch in the region where the unit under the debt management company is located.

2. The internal regulations of debt management companies regarding debt management activities, asset exploitation, and debt purchase and sale must include at least the following contents:

a) Procedures for receiving, managing, and processing received debts;

b) Procedures for receiving, managing, and processing received collateral assets;

c) Procedures for purchasing and selling debts for each subject as specified in Article 7 of this Circular;

d) Risk management procedures for debt management activities; asset exploitation; debt purchase and sale;

đ) Responsibilities and obligations of each department and individual related to the implementation of the company's management activities and operations.

Article 10. Rights and obligations of the debt management company

1. Carry out activities as prescribed in this Circular.

2. Provide information, documents, and data related to debt management and asset exploitation to credit institutions with such debt management companies upon request.

3. Develop and promulgate internal regulations in accordance with this Circular and relevant laws.

4. Other rights and obligations as prescribed in this Circular and relevant laws.

Article 11. Rights and obligations of the Entrusting Party

1. Manage, inspect, and supervise the activities of the debt management company to ensure that the debt management company operates in compliance with this Circular.

2. Establish and implement independently, equally, and transparently contracts and other transactions with the debt management company in accordance with this Circular and relevant laws.

3. Other rights and obligations as prescribed in this Circular and relevant laws.

Article 12. Reports

1. The debt management company must submit financial reports and activity reports to the State Bank of Vietnam (Department of Management and Supervision of Credit Institutions). Subordinate units of the debt management company (if any) must submit activity reports to the State Bank of Vietnam branch in the region where the subordinate unit of the debt management company is located upon request.

2. The debt management company must report on the purchase and sale of debts to credit institutions with such debt management companies to comply with the Governor of the State Bank of Vietnam's regulations on statistical reporting for units under the State Bank of Vietnam and credit institutions, including foreign bank branches.

Chapter III

RESPONSIBILITIES OF UNITS UNDER THE STATE BANK OF VIETNAM

Article 13. Responsibilities of units under the State Bank of Vietnam

1. The Department of Management and Supervision of Credit Institutions shall be responsible for receiving internal regulations on debt management and asset exploitation activities of the debt management company as stipulated in Clause 1, Article 9, and reporting as stipulated in Clause 1, Article 12, and Clauses 4 and 5, Article 14 of this Circular.

2. The State Bank of Vietnam Inspectorate shall be responsible for inspecting, auditing, and handling violations in the implementation of debt management and asset exploitation activities of the debt management company within its authority and according to the law.

3. The State Bank of Vietnam Regional Branch shall be responsible for inspecting, auditing, supervising, and handling violations in the implementation of debt management and asset exploitation activities of subordinate units of the debt management company within its territory within its authority and according to the law.

4. The Department of Credit to Economic Sectors shall be responsible for monitoring and summarizing the situation of credit institutions' and foreign bank branches' debt purchase and sale activities, including those of the debt management company of credit institutions.

5. The Department of Safety Systems of Credit Institutions shall be responsible for handling issues arising during the implementation of this Circular.

Chapter IV

IMPLEMENTING PROVISIONS

Article 14. Effective Date

1. This Circular takes effect from December 1, 2025.

2. This Circular abolishes Decision No. 1390/2001/QĐ-NHNN dated November 7, 2001, issued by the Governor of the State Bank of Vietnam on the model charter regarding the organization and operation of debt management companies under commercial banks.

3. Debt management companies established before the effective date of this Circular must develop a plan to ensure compliance with this Circular, which must include at least the following contents:

a) Activities not in compliance with the provisions;

b) Measures, plans, and timelines to ensure compliance with the provisions of this Circular within twelve months from the effective date of this Circular.

4. Within a maximum period of sixty days from the effective date of this Circular, debt management companies established before the effective date of this Circular must directly send or send through postal services their compliance plans as stipulated in Clause 3 of this Article to the State Bank of Vietnam (Department of Management and Supervision of Credit Institutions) for monitoring and supervision.

5. After the deadline specified in Clause 3 of this Article, debt management companies failing to meet the requirements of this Circular must cease operations. Credit institutions with debt management companies must report to the State Bank of Vietnam (Department of Management and Supervision of Credit Institutions) on whether the debt management company has met the requirements of this Circular or has ceased operations.

6. Debt purchase and sale contracts and other transaction contracts (if any) signed between the debt management company and customers prior to the effective date of this Circular may continue to be implemented according to the agreements already signed. Any amendments or supplements to these contracts must comply with this Circular.

Article 15. Responsibility for Organizing Implementation

Heads of units under the State Bank of Vietnam; credit institutions with debt management companies; debt management companies are responsible for implementing this Circular./.