Circular No. 31/2026/TT-NHNN on leasing activities of comprehensive financial companies and leasing companies.

 

CIRCULAR

Regulations on leasing activities of comprehensive financial companies and leasing financial companies

consolidated, financial leasing company

 

Pursuant to the Civil Code No. 91/2015/QH13;

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. 43/2024/QH15, Law No. 96/2025/QH15;

Pursuant to the Government Decree Decision No. 26/2025/NĐ-CP of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam amended and supplemented by Decree No. 198/2026/NĐ-CP;

This Decision promulgates the Regulation on secured lending through pledge of short-term negotiable instruments by the State Bank for commercial banks.

The Governor of the State Bank of Vietnam issues this Circular stipulating the leasing activities of comprehensive financial companies and leasing financial companies.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the leasing activities of comprehensive financial companies and leasing financial companies.

Article 2. Applicability

1. Comprehensive financial companies and leasing financial companies as prescribed in the Law on Credit Organizations.

2. Organizations and individuals related to the leasing activities of comprehensive financial companies and leasing financial companies as prescribed in Clause 1 of this Article.

Article 3. Explanation of Terms

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

1. Leasing finance is the activity of providing medium-term and long-term credit based on leasing finance contracts between the leasing finance provider and the leasing finance user. The leasing finance provider purchases the leased finance assets according to the requirements of the leasing finance user and retains ownership of the leased finance assets throughout the lease period. The leasing finance user uses the leased finance assets and pays rent throughout the lease period as agreed in the leasing finance contract.

2.Leased finance assetsinclude various types of assets such as machinery, equipment, tools, transportation means (for ships, only domestic sea transport ships are included); software, exploitation rights, intellectual property, data (hereinafter referred to as asset rights) and not within the list of assets prohibited from ownership, purchase, sale, use, business, export, import under the law.

3. The leasing finance provider (including both the Buyer and the Reseller under the leasing finance scheme)is a comprehensive financial company or leasing financial company permitted to carry out leasing finance activities in accordance with the law.

4. The leasing finance user (including both the Seller and the Reseller under the leasing finance scheme)is an organization or individual operating in Vietnam that leases finance assets for use according to the purpose agreed upon in the leasing finance contract.

5. Leasing finance contract is an agreement signed between the leasing finance provider and the leasing finance user regarding the leasing finance of one or more leased assets as prescribed in Clause 2 of this Article. The leasing finance contract is a non-cancellable contract, except for cases prescribed in Clause 1 of Article 20 of this Circular.

6. Leasing finance rent is the amount of money that the leasing finance user must pay to the leasing finance provider as agreed in the leasing finance contract. Leasing finance rent includes:

a) Principal debt determined based on the purchase price of the leased finance assets and reasonable and lawful costs according to relevant laws related to the purchase and operation of these assets for leasing finance;

b) Lease interest calculated according to the regulations of the State Bank of Vietnam (hereinafter referred to as the State Bank) on the method of calculating and accounting for income and expenditure of credit institutions.

7. Buy and resell under the leasing finance scheme (hereinafter referred to as buy and resell) is the act where the leasing finance provider, which is a comprehensive financial company or leasing financial company, purchases leased finance assets owned by the user as prescribed in Clause 2 of this Article and leases them back to the user under the leasing finance scheme for the user to continue using them for their operations. In a buy and resell transaction, the user is simultaneously the supplier of the leased finance assets.

8. Leasing finance termis the period calculated from the date the leasing finance user begins to receive leasing finance rent debt until the date all agreed leasing finance rent has been paid off in the leasing finance contract.

9. Date of commencement of leasing finance rent debt receipt is the day when the leasing finance provider makes the first payment to the supplier of the leased finance assets or another date agreed upon in the leasing finance contract but not later than the date the right to use the leased finance assets is transferred to the leasing finance user..

10. Installment period for leasing finance rent debt repaymentare periods within the leasing finance term agreed upon between the leasing finance provider and the leasing finance user during which the leasing finance user must repay part or all of the leasing finance rent to the leasing finance provider at the end of each period.

11. Restructuring of the leasing finance rent debt repayment term(hereinafter referred to as restructuring of the leasing finance rent debt repayment term) is the act where the leasing finance provider agrees to adjust the repayment period, extend the debt for the leasing finance rent debt of the user when the user is unable to repay the leasing finance rent as agreed in the leasing finance contract as follows:

a) Adjustment of the leasing finance rent debt repayment period is the act where the leasing finance provider agrees to extend the repayment period for part or all of the principal and/or lease interest of the repayment period within the agreed leasing finance term (including the case where the number of repayment periods agreed upon remains unchanged), the leasing finance term does not change;

b) Extension of the debt is the act where the leasing finance provider agrees to extend the repayment period for the principal and/or lease interest beyond the agreed leasing finance term.

12. Small-value leasing finance amount is a leasing finance amount as prescribed in Clause 2 of Article 102 of the Law on Credit Organizations and does not exceed 400,000,000 (four hundred million) Vietnamese dong.

13. Documents confirming ownership and usage rights of leased finance assets are types of documents prescribed by law proving the legal ownership and usage rights of the leasing finance provider over the leased finance assets.

14. Supplier of leased finance assets is an individual or organization that owns legally acquired assets and sells those assets to the financial lease provider to carry out financial leasing.

15. Financial leasing through electronic means is the act of the financial lease provider conducting financial leasing based on processing data and data messages via electronic means in an electronic environment.

Article 4. Principles of financial leasing

Financial leasing activities are carried out according to agreements between the financial lease provider and the lessee, in compliance with the provisions of this Circular and other relevant laws.

 

Chapter II

FINANCIAL LEASING ACTIVITIES

Article 5. Conditions for the lessee

1. The financial lease provider shall consider and decide to provide financial leasing when the lessee meets all of the following conditions, except in cases stipulated in Clause 2 of this Article:

a) Having full civil legal capacity and civil conduct capacity as prescribed by law;

b) Leasing leased assets for lawful purposes;

c) Having a feasible plan for using the leased assets;

d) Having sufficient financial capacity to fulfill the commitments under the financial leasing contract;

đ) For domestic and foreign organizations, the term of financial leasing shall not exceed the remaining operational period as decided upon establishment or operating license in Vietnam; for foreign individuals, the term of financial leasing shall not exceed the remaining permitted residence period in Vietnam.

2. The financial lease provider shall consider and decide to provide financial leasing for small value amounts as prescribed in Clause 12, Article 3 of this Circular when the lessee satisfies at least the conditions specified in points a, b, d, đ of Clause 1 of this Article.

Article 6. Documents for requesting financial leasing

The lessee shall submit to the financial lease provider the following documents:

1. Documents proving eligibility for leasing as prescribed in Article 5 of this Circular.

2. Information about related parties of the lessee, including:

a) Information about related parties of the lessee subject to restricted credit provision as stipulated in the Law on Credit Institutions;

b) Information about related parties of the lessee as prescribed in the Law on Credit Institutions where, at the time of requesting leasing, the lessee has outstanding credit provision debt with the financial lease provider (including the amount of principal being requested for leasing) equal to or greater than 1% of the financial lease provider's net capital at the end of the most recent working day. In cases where the financial lease provider has negative net capital, the ratio applies to the registered capital. 3. Information about related parties of the lessee as prescribed in Clause 2 of this Article includes:

a) Information about related parties who are individuals, including: full name, personal identification number for Vietnamese citizens; nationality, passport number or substitute travel document number, date of issue, place of issue for foreigners; relationship with the lessee;

b) Information about related parties who are organizations, including: name, business registration code, main office address of the enterprise, business registration certificate number or equivalent legal document for non-enterprise organizations; legal representative, relationship with the lessee.

4. The financial lease provider shall guide the lessee to provide the information and documents prescribed in this Article.

4. The financial leasing company shall guide the lessee to provide the information and documents stipulated herein.

Article 7. Financing Lease Interest Rate

1. The lessor and lessee shall agree on the financing lease interest rate in accordance with the provisions of the law. The financing lease interest rate shall be calculated at a percentage per annum.

2. When the payment due date arrives and the lessee does not pay or pays insufficiently the principal debt and/or lease interest according to the financing lease contract, the lessee must pay lease interest as follows:

a) Lease interest on the unpaid principal amount based on the agreed financing lease interest rate corresponding to the period of the financing lease that has not been paid.

b) In case the lessee fails to pay the lease interest on time, the lessee must also pay the lessor interest on the overdue lease interest at the rate agreed by both parties but not exceeding 10% per annum on the amount of overdue lease interest for the duration of the delay.

c) Lease interest on the overdue principal balance corresponding to the period of delay at the late payment interest rate agreed between the lessor and lessee in the financing lease contract, but not exceeding 150% of the financing lease interest rate applicable within the limit at the time of the overdue period for that principal balance.

3. In cases where the adjustable financing lease interest rate is applied, the lessor and lessee must agree on the principles and factors to determine the adjustable interest rate, and the timing for adjusting the financing lease interest rate. If the factors determining the adjustable interest rate lead to multiple financing lease interest rates, the lessor shall apply the lowest financing lease interest rate.

Article 8. Fees Related to Financing Lease Activities

The lessor and lessee shall agree on the collection of fees related to financing lease activities including:

1. Arrangement fee for the execution of joint venture financing lease contracts among participating lessors and the lessee. The arrangement fee for joint venture financing lease contracts shall be agreed upon by the lessor and lessee.

2. Commitment fee for financing lease. This fee is calculated from the effective date of the financing lease contract until the date when the lessee begins to incur lease payments.

3. Prepayment fee (in case the lessee repays the loan ahead of schedule).

4. Other fees related to financing lease activities as specified in relevant regulatory documents.

Article 9. Currency Used in Financing Lease

1. The lessor shall conduct financing lease transactions in Vietnamese Dong, except in cases where financing lease is conducted in foreign currency as stipulated in Clause 2 of this Article.

2. Financing lease in foreign currency must meet the following requirements:

a) The lessor must have permission to operate foreign exchange and provide foreign exchange services;

b) The lessor pays the import price of the leased asset to the foreign supplier in foreign currency; the lessee incurs debt and pays lease payments in foreign currency;

c) The lessee uses the leased asset for production and business purposes and has sufficient foreign currency from production and business revenue to repay lease payments.

Article 10. Review and Decision on Financial Leasing

1. The financial leasing provider shall review the lessee's ability to meet the conditions for financial leasing as stipulated in Article 5 of this Circular to consider making a decision on financial leasing. During the review process, the financial leasing provider may use its internal credit rating system, combined with information from the National Credit Information Center of Vietnam and other information channels.

2. The financial leasing provider must organize the examination and approval of financial leasing according to the principle of delineating responsibilities between the review stage and the decision-making stage for financial leasing.

3. In cases where the decision is not to agree to financial leasing, the financial leasing provider must notify the lessee of the reasons when requested by the lessee.

Article 11. Repayment of Principal and Interest on Financial Lease Payments

1. The financial leasing provider and the lessee shall agree on the terms for repayment of principal and interest on financial lease payments as follows:

a) Repayment of principal and interest on financial lease payments according to separate periods;

b) Repayment of principal and interest on financial lease payments within the same period.

2. The financial leasing provider and the lessee shall agree on early repayment of financial lease debt.

3. The financial leasing provider and the lessee shall agree on the order of collection of principal and interest on financial lease payments as follows:

a) For overdue financial lease debts, the financial leasing provider shall collect the principal first, then the interest on the financial lease payment;

b) For financial lease debts with one or more overdue repayment periods, the financial leasing provider shall collect the debt in the following order: overdue principal, interest on overdue principal, due principal, and interest on due principal that has not been paid.

Article 12. Restructuring of Payment Terms

The financial leasing provider shall consider and decide on restructuring the payment terms for financial lease payments based on the lessee's proposal, evaluating the lessee's ability to repay financial lease payments, and the financial leasing provider's financial capability as follows:

1. If the lessee is unable to repay the principal and/or interest on financial lease payments within the agreed term and is assessed by the financial leasing provider as being able to fully repay the principal and/or interest on financial lease payments according to the adjusted repayment schedule, the financial leasing provider shall consider adjusting the repayment terms for the principal and/or interest on financial lease payments in accordance with the lessee's source of repayment.

2. If the lessee is unable to fully repay the principal and/or interest on financial lease payments within the agreed term but is assessed by the financial leasing provider as being able to fully repay the principal and/or interest on financial lease payments within a certain period after the agreed term, the financial leasing provider shall consider extending the term of financial leasing in accordance with the lessee's source of repayment.

3. The restructuring of payment terms may be implemented before or within 10 (ten) days prior to the due date of the agreed repayment term.

Article 13. Overdue Debt

In cases where the lessee fails to repay the principal and/or interest on financial lease payments on time as stipulated in the financial leasing contract and does not obtain the financial leasing provider's approval for restructuring the payment terms, the financial leasing provider shall notify the lessee of the overdue debt. The notification content shall minimally include the outstanding principal balance and/or overdue interest, the date of occurrence of the overdue debt, the interest rate applied to the overdue principal balance, and the interest rate applied to the overdue interest.

Article 14. Rights of the Financial Leasing Lessor

1. The financial leasing lessor shall not be liable for the failure to deliver or deliver the leased asset incorrectly according to the conditions agreed upon by the lessee with the supplier.

2. The ownership rights of the financial leasing lessor over the leased asset shall not be affected in the event of the lessee's bankruptcy, dissolution, or disputes initiated before the court involving a third party, except where otherwise provided by law or agreed upon by the parties. The leased asset shall not be considered as the lessee's property when disposing of assets to repay other creditors.

3. Has the right to affix the lessor's ownership mark on the leased asset throughout the lease period.

4. Has the right to agree with the lessee on the implementation of security measures as prescribed by law.

5. Has the right to request the lessee to report on the use of the leased asset and provide documentation and data proving that the leased asset is being used for its intended purpose during the lease period as required by the lessor and to provide other information related to the lessee and the leased asset as agreed.

6. Has the right to inspect and monitor the use of the leased asset and the lessee's debt repayment as prescribed.

7. Has the right to demand compensation from the lessee for damages caused by the lessee's breach of the terms and conditions stipulated in the financial leasing contract.

8. Has the right to terminate the financial leasing contract, recover debts, reclaim the leased asset, and prematurely reclaim the right to use the leased asset according to the law and the agreement in the financial leasing contract.

9. Has the right to reclaim the leased asset that is damaged beyond repair, replacement, and maintenance, and to require the lessee to pay the remaining lease payments under the financial leasing contract and the costs incurred for reclaiming the leased asset as agreed in the financial leasing contract.

10. Has the right to reclaim the leased asset, reclaim the right to use the leased asset, and exercise the owner's rights over the leased asset after the lease term has ended if the lessee decides not to purchase or continue leasing the asset as stipulated in Clause 2, Article 16 of this Circular and relevant laws.

11. Other rights as prescribed by law and the financial leasing contract.

Article 15. Obligations of the Financial Leasing Lessor

1. The financial leasing lessor shall have the responsibility to truthfully and accurately inform the lessee before signing the financial leasing contract about: the leasing interest rate, the interest rate applied to overdue principal balance, the interest rate applied to late payment interest; the principles and factors determining, and the time point for determining the leasing interest rate in cases of adjustable leasing interest rates; types of fees and publicly announced fee levels for the lessee to consider and decide on signing the financial leasing contract.

2. To evaluate the leased asset (including the type of asset, basic information about the leased asset; price; delivery, installation, warranty periods, and other information related to the leased asset (if any)), leasing conditions, and the lessee's ability to repay debts before deciding to offer financial leasing. The evaluation of the leased asset shall be carried out according to the internal regulations of the lessor in accordance with the type of asset and the amount of financial leasing.

3. To purchase or import the leased asset according to the agreement of both parties in the financial leasing contract.

4. To complete the documents confirming ownership and usage rights over the leased asset and ensure that the leased asset is insured as required by law. The parties may agree on the procedures for handling ownership and usage rights confirmation documents and insurance purchasing procedures in compliance with the law and the financial leasing contract.

5. To ensure the lessee's right to use the leased asset as stipulated in the financial leasing contract.

6. Other obligations as prescribed by law and the financial leasing contract.

Article 16. Rights of the financial lease lessee

1. To receive and use the leased asset in accordance with the provisions of the financial lease contract.

2. To decide to purchase the asset or continue leasing it after the lease term has ended.

3. To request the financial lease lessor to compensate for damages when the financial lease lessor breaches the terms and conditions stipulated in the financial lease contract.

4. To terminate the financial lease contract prematurely in accordance with the provisions of the financial lease contract.

5. The financial lease lessee may repair and enhance the value of the leased asset if such agreement is made in the financial lease contract.

6. To agree with the financial lease lessor on the financial lease lessor creating favorable conditions for the financial lease lessee to enjoy preferential policies, maintenance, warranty, and other policies applicable to the leased asset, the owner of the leased asset during the financial lease period, except where otherwise provided by law.

7. Other rights as prescribed by law and the financial lease contract.

Article 17. Obligations of the financial lease lessee

1. To be responsible for selecting the leased asset, the supplier, the terms and conditions related to the leased asset, including the name, type of the financial lease asset, information of the manufacturer, supplier of the leased asset, price, delivery and installation time, warranty period of the leased asset and other terms and conditions related to the leased asset.

2. To use the leased asset for the agreed purpose in the financial lease contract; not to sell or transfer the right to use the leased asset to another individual or organization unless otherwise agreed upon in the financial lease contract between the financial lease lessor and the financial lease lessee.

3. When implementing the financial lease, the financial lease lessee shall provide truthful, accurate, complete, and timely information, documents, and data to the financial lease lessor and bear responsibility for providing such information, documents, and data to the financial lease lessor in accordance with relevant laws and the financial lease contract, specifically:

a) Information and documents specified in Article 6 of this Circular when requesting a financial lease;

b) To report and provide information and documents to the financial lease lessor so that the financial lease lessor can exercise its rights and obligations to monitor the use of the leased asset and the lessee's repayment during the financial lease period as prescribed;

c) Other information as agreed in the financial lease contract.

4. To pay the full amount of the financial lease rent and other costs related to the leased asset as stipulated in the financial lease contract on time.

5. To bear all risks of loss of the leased asset, all maintenance, repair, replacement costs of the leased asset during the lease period, and to be responsible for all consequences caused by the use of the leased asset affecting other organizations or individuals during the use of the leased asset.

6. Not to erase, deface, damage, or change the ownership markings of the financial lease lessor attached to the leased asset without the consent of the financial lease lessor and the guarantor (in case the leased asset is mortgaged by the financial lease lessor).

7. Not to use the leased asset as collateral, pledge, or guarantee for performance of obligations.

8. Other obligations as prescribed by law and the financial lease contract.

Article 18. Financial Lease Contract

1. A financial lease contract must be established in writing in accordance with the provisions of civil contract laws, other relevant laws, and must include at least the following contents:

a) Full name, personal identification number, current place of residence for Vietnamese citizens; nationality, passport number or substitute travel document number, date of issue, issuing authority, place of residence for foreign individuals; name, business registration code, main office address of the enterprise, business registration certificate number or equivalent legal document for non-enterprise organizations, legal representative;

b) Name, type of leased asset, information about the manufacturer and supplier of the leased asset; price, delivery and installation period, warranty period, quality of the leased asset, other terms and conditions related to the leased asset;

c) Purpose of using the leased asset;

d) Currency of the financial lease, currency of repayment;

đ) Financial lease payment, time of commencement of financial lease debt collection; financial lease interest rate; principles and factors determining the interest rate, time of determination of the adjustable financial lease interest rate; types and rates of fees applied; costs as prescribed by law;

e) Term of financial lease and repayment period for financial lease payments;

g) Rescheduling of repayment periods, notification of overdue principal, interest rate applicable to overdue principal balance, interest rate applicable to late rental payments;

h) Repayment of principal, interest on financial lease payments and order of recovery of principal and interest on financial lease payments; early repayment;

i) Cases where the financial lease contract terminates prematurely as stipulated in Clause 1, Article 20 of this Circular, termination date and handling of arising issues;

k) Agreement on measures to ensure the implementation of ownership rights of the financial lease lessor over the leased asset;

l) Liability, handling of breach of contract, rights and obligations of the parties;

m) Dispute resolution procedures;

n) Agreement on methods to implement procedures related to ownership confirmation certificates, usage rights, insurance purchase procedures for the leased asset;

o) Other contents of the financial lease contract agreed upon by the financial lease lessor and lessee in compliance with the law;

2. The financial lease contract becomes effective from the date agreed upon by the parties in the financial lease contract in accordance with the law.

3. Registration of the financial lease contract shall be carried out in accordance with the provisions of the law.

Article 19. Penalty for Breach and Compensation for Damage

1. The financial lease lessor and lessee may agree on penalties for breach and compensation for damage in accordance with the law in cases where the financial lease lessor or lessee fails to fulfill the agreed content in the financial lease contract.

2. The financial lease lessor and lessee may agree that the party in breach of obligation shall only bear the penalty for breach without having to compensate for damage, or both bear the penalty for breach and compensate for damage.

In case the financial lease lessor and lessee have agreed on a penalty for breach but not on bearing both the penalty for breach and compensating for damage, the party in breach of obligation shall only bear the penalty for breach.

Article 20. Termination of Financial Lease Contracts before the Expiry Date

1. A financial lease contract may be terminated before its expiry date if any of the following circumstances occur:

a) The lessor discovers that the lessee has provided false information or violated the contents agreed upon in the contract, the leasing agreement, or the guarantee contract;

b) The leased asset is lost or damaged beyond repair and cannot be replaced;

c) The lessor breaches one of the terms or conditions that serve as grounds for terminating the financial lease contract, as stipulated in the financial lease contract;

d) Other circumstances for terminating the financial lease contract before its expiry date as prescribed by law and the financial lease contract.

2. The lessor and lessee shall specify in detail the circumstances for terminating the financial lease contract before its expiry date as stipulated in Clause 1 of this Article in the financial lease contract.

In case one party unilaterally terminates the performance of the financial lease contract, the party terminating the contract must immediately notify the other party about the termination of the contract. The content of the unilateral notice to terminate the performance of the contract shall be agreed upon by the parties in the financial lease contract in accordance with the provisions of the law.

3. The handling of financial lease contracts terminated before their expiry date shall be carried out in accordance with the provisions of Article 21 of this Circular and relevant laws.

Article 21. Handling of Financial Lease Contracts Terminated Before Their Expiry Date

1. In cases where the financial lease contract is terminated before its expiry date as stipulated at point a and b of Clause 1 of Article 20 of this Circular, the handling of rental payments shall be carried out as follows:

a) The lessee must pay all remaining rental payments due under the financial lease contract up to the date of early termination of the financial lease contract, including: principal debt, rental interest, and interest on overdue rental interest (if applicable). The collection of rental payments shall be carried out in accordance with the provisions of Clause 3 of Article 11 of this Circular;

b) The time when the lessee must pay all remaining rental payments as stipulated in point a of this clause shall be agreed upon by the parties in the financial lease contract. If there is no such agreement, the time when the lessee must pay all remaining rental payments due under the financial lease contract shall be the date of early termination of the financial lease contract;

c) In case the lessee fails to make full payment of all remaining rental payments as stipulated in points a and b of this clause within the agreed period, the lessee must pay overdue interest on the unpaid principal debt and late payment interest on the unpaid rental interest according to the agreement in the financial lease contract.

2. In cases where the financial lease contract is terminated before its expiry date as stipulated at point c and d of Clause 1 of Article 20 of this Circular, the handling of rental payments shall be carried out in accordance with the financial lease contract and relevant laws.

3. The handling of the leased asset and other issues in the financial lease contract in cases where the financial lease contract is terminated before its expiry date as stipulated in Clause 1 of Article 20 of this Circular shall be carried out in accordance with the financial lease contract and relevant laws.

Article 22. Inspection and Supervision of Financial Leasing

1. The financial leasing provider has the right and obligation to inspect and supervise the use of leased assets and the repayment of debt by the lessee; it has the right to request the lessee to report on the use of leased assets and provide documents and data proving that the leased assets are being used for their intended purpose.

2. For financial leasing transactions with small value as specified in Clause 2, Article 5 of this Circular, the financial leasing provider shall take measures to inspect and supervise the use of leased assets and the repayment of debt by the lessee; ensuring the ability to recover the principal and interest payments fully and on time according to the financial leasing contract.

3. The inspection and supervision stipulated in Clauses 1 and 2 of this Article for leased assets which are movable property shall be agreed upon by the lessor and lessee in accordance with applicable laws regarding the manner of implementation.

Article 23. Documents Confirming Ownership and Right to Use Leased Assets

1. For assets required to be registered under the law:

a) In cases where the law requires the lessee to retain the original documents confirming ownership and right to use the leased assets, the lessee may retain the original documents confirming ownership and right to use the leased assets. The lessor and lessee shall agree on how to handle any issues arising from such retention.

b) Except for the case provided in point a of this clause, during the term of financial leasing, the lessor shall hold the original documents confirming ownership and right to use the leased assets. The lessee may use certified copies of the documents confirming ownership and right to use the leased assets issued by authorized agencies or organizations in accordance with the law during the use of leased assets.

2. For assets not required to be registered under the law, the parties shall agree in the financial leasing contract on the retention of the original documents and provision of copies (if any) of the documents confirming ownership and right to use the leased assets in accordance with the law.

Article 24. Internal Regulations

1. Based on the provisions of the Law on Credit Institutions, this Circular, and relevant laws, the financial leasing provider shall issue internal regulations on financial leasing, including regulations on electronic financial leasing as stipulated in Chapter IV of this Circular (if applicable), in accordance with the conditions and characteristics of its business operations.

2. Internal regulations on financial leasing shall be implemented throughout the system and must ensure mechanisms for internal control, auditing, and risk management in the financial leasing activities of the lessor. Minimum contents of internal regulations on financial leasing include:

a) Criteria for identifying a lessee, related party, and financial leasing policies for a lessee and related party; regulations on the approval process for financial leasing;

b) Conditions for financial leasing; situations prohibited or restricted from financial leasing according to the law; types of assets not allowed for financial leasing; lease interest rates and methods for calculating lease interest; lease documentation and documents submitted by the lessee to the lessor suitable for the characteristics of the leased asset and the lessee;

c) Provisions on risk diversification in financial leasing activities; methods for monitoring, managing, and approving financial leasing decisions for a lessee and related party at levels equal to or above 1% of the lessor's own capital. These provisions must ensure transparency between the assessment and decision-making processes for financial leasing and restructuring of payment terms, preventing conflicts of interest between the assessor, decision-maker, and lessee who is a related party;

d) Principles and indicators for assessing and determining the level of risk in financial leasing activities for lessees, types of leased assets, and sectors prioritized or restricted for credit, serving as a basis for annual business plans and strategies, and developing appropriate risk management measures for lessees and the risk level of leased assets;

đ) Procedures for inspecting and supervising the financial leasing process, the use of leased assets, and the repayment of lease payments (including small-value financial leasing transactions), including pre-, during-, and post-leasing controls;

e) Provisions on conditions and procedures for reviewing restructuring of payment terms, reduction of interest and fees related to financial leasing activities. The review and decision-making for restructuring of payment terms, reduction of interest and fees related to financial leasing activities must be carried out based on the principle that the person deciding on restructuring of payment terms, reduction of interest and fees related to financial leasing activities is not the person deciding on financial leasing, except when the financial leasing is approved by the Board of Directors or Management Board;

g) Provisions on authority, classification, delegation, and responsibility of each individual and department in the assessment, decision-making, and approval of financial leasing; inspection and supervision of financial leasing activities, use of leased assets, and repayment of lease payments by the lessee; collection of debts; review and decision-making on restructuring of payment terms (including extension of debt and adjustment of payment periods); reduction of interest and fees related to financial leasing The credit approval process and debt restructuring review must be conducted through a committee mechanism where at least two-thirds (2/3) of the members of the Debt Restructuring Review Committee are not members of the Credit Approval Review Committee;

h) Terminate and handle finance lease contracts terminated prematurely; address issues that may arise during finance leasing activities;

i) Identify potential risks that may occur during the finance leasing process (risks in electronic finance leasing, risks associated with leased assets in finance leasing); procedures for monitoring, evaluating, and controlling risks; risk management plans;

3. Within ten days from the date of issuance or amendment of internal regulations, the financial leasing company shall submit its internal regulations on leasing to the State Bank (Department of Management and Supervision of Credit Institutions, State Bank Branch Region) in accordance with the provisions of the law;

 

Chapter III

ACTIVITIES OF PURCHASE AND SUBLEASE

Article 25. Principles of Purchase and Sublease

1. Transactions of purchase and sublease must be carried out through a property purchase contract and a finance lease contract between the purchaser and sublessor and the seller and lessee. The property purchase contract becomes effective from the date the finance lease contract becomes effective;

2. In transactions of purchase and sublease, the purchaser and sublessor hold ownership of the leased asset and sublease it to the seller and lessee in the form of finance leasing as stipulated in this Circular. The transfer of ownership of the asset from the seller and lessee to the purchaser and sublessor is carried out in accordance with the provisions of the law;

3. The purchaser and sublessor select assets and sellers and lessees with the ability to repay debts to ensure safe and efficient transactions of purchase and sublease;

4. The purchaser and sublessor carry out purchases and subleases in Vietnamese dong or foreign currency. Purchases and subleases are carried out in foreign currency when:

a) The purchased and subleased asset is imported finance leasing equipment and meets the provisions of Article 26 of this Circular; and

b) The seller and lessee still owe unpaid foreign currency debts to foreign suppliers;

c) The seller and lessee use the purchased and subleased asset for production and business purposes and have sufficient foreign currency from production and business revenue to pay the finance lease rental;

d) The purchaser and sublessor are licensed to operate foreign exchange and provide foreign exchange services;

e) The purchaser and sublessor conduct purchases and subleases when the seller and lessee present complete legal documentation for the asset. If the bank or foreign supplier manages and holds the relevant documentation for the asset, the purchaser and sublessor will make payment for the purchase after agreeing with the bank or foreign supplier to retrieve the asset documentation upon repurchase;

g) Payment for the purchase of the asset and sublease in foreign currency:

(i) In the case where the repurchase price exceeds the outstanding debt to the foreign supplier:

The purchaser and sublessor directly pays the purchase price of the purchased and subleased asset to the bank or foreign supplier in the corresponding foreign currency amounting to the outstanding debt owed by the seller and lessee to the foreign supplier. The purchaser and sublessor pays the seller and lessee the difference (between the purchase price of the purchased and subleased asset and the outstanding debt owed by the seller and lessee to the foreign supplier) in Vietnamese dong according to the transaction rate of the commercial bank chosen by both parties on the payment date;

(ii) In the case where the repurchase price is less than the outstanding debt owed by the seller and lessee to the foreign supplier:

The purchaser and sublessor directly pays the purchase price of the purchased and subleased asset to the bank or foreign supplier in the corresponding foreign currency value of the purchased and subleased asset. The seller and lessee performs the payment of the remaining difference to the bank or foreign supplier;

5. The recognition of receivables for purchase and sublease activities is carried out in accordance with the provisions of this Circular.

Article 26. Assets Purchased and Leased Out

When conducting transactions for purchasing and leasing out assets, such assets must meet the following conditions:

1. They must be legally owned by the seller and lessor.

2. There must be no disputes over them.

3. They must not be used to secure the performance of other obligations.

4. They must be in operation, exploitation, and normal use.

5. The assets purchased and leased out must be financial lease assets as stipulated in Clause 2, Article 3 of this Circular.

Article 27. Purchase Contract

The purchase contract must include at least the following main contents: names and addresses of the parties; purpose of purchasing the asset; description of the asset; price of the asset; payment method; time and place of contract execution, method of contract execution; rights and obligations of the parties; liability for breach of contract, breach penalty, and other contents agreed upon in accordance with the provisions of the law on asset sale and purchase.

Article 28. Rights and Obligations of the Parties in the Purchase and Lease-Out Transaction:

1. Rights and obligations of the buyer and lessee:

a) Requesting the seller and lessor to provide complete information and documents related to the asset (except in cases where the bank or foreign supplier manages and holds the relevant documents concerning the asset as stipulated in Point e Clause 4, Article 25 of this Circular); b) Requesting the seller and lessor to issue a valid sales invoice and hand over all documents confirming ownership and usage rights, and other related documents of the asset;

c) Requesting the seller and lessor to compensate for losses arising from disputes related to the asset and the seller's and lessor's ownership of the asset;

d) Paying the seller and lessor the agreed amount in the asset purchase contract;

đ) Fulfilling all terms agreed upon in the asset purchase contract.

2. Rights and obligations of the seller and lessor:

a) Receiving payment for the sale of the asset from the buyer and lessee according to the agreement in the asset purchase contract;

b) Providing complete, accurate, and truthful information and documents related to the asset as requested by the buyer and lessee (except in cases where the bank or foreign supplier manages and holds the relevant documents concerning the asset as stipulated in Point e Clause 4, Article 25 of this Circular);

c) Issuing a valid sales invoice and handing over all documents confirming ownership and other related documents of the asset; d) Compensating the buyer and lessee for losses arising from disputes related to the asset and the seller's and lessor's ownership of the asset.;

3. In addition to the rights and obligations specified in Clauses 1 and 2 of this Article, the buyer and lessee and the seller and lessor also have other rights and obligations as prescribed by relevant laws.

FINANCIAL LEASING THROUGH ELECTRONIC MEANS

2. Rights and obligations of the seller and lessor:

Article 29. Principles of Financial Leasing Through Electronic Means

 

Chapter IV

1. Comprehensive finance companies and financial leasing companies may choose to implement financial leasing through electronic means. The implementation of financial leasing through electronic means must comply with the provisions of this Circular; regulations on anti-money laundering; electronic transactions; personal data protection; online service provision security and confidentiality in the banking industry, and other relevant laws.

2. When implementing customer identification and verification through electronic means for customers establishing a relationship with the leasing company for the first time, the leasing company shall conduct customer identification and verification in accordance with the State Bank's regulations on opening and using settlement accounts at organizations providing payment services.

If the customer has already established a relationship with the leasing company and completed customer identification and verification, the leasing company may decide on measures, forms, and technologies to verify customer identification information for financial leasing through electronic means, ensuring compliance with the requirements for online service provision security and confidentiality in the banking industry and the customer information collected and stored by the leasing company. 3. The leasing company decides on the measures, forms, and technologies for implementing financial leasing, bears any risks arising (if any), and must meet the following minimum requirements:

a) Measures, forms, and technologies selected by the leasing company must ensure standards for security, safety, and confidentiality as prescribed by the State Bank; b) Applying electronic transaction authentication methods to confirm that the customer agrees with the leasing company when conducting electronic transactions during the implementation of financial leasing, in accordance with the State Bank's regulations and relevant laws; c) Storing and preserving all customer identification documents, information, and data comprehensively and in detail during the implementation of financial leasing. Information and data must be stored securely and confidentially, backed up, and maintained to ensure completeness and integrity of the data to serve customer verification work during the implementation of financial leasing; resolving inquiries, complaints, disputes, and providing information when required by competent authorities. Storage and preservation periods comply with the laws on anti-money laundering and electronic transactions; d) The leasing company must inspect and evaluate the level of security and confidentiality of measures, forms, and technologies and temporarily suspend service provision for upgrades, corrections, and improvements if there are signs of insecurity;

đ) Assigning specific responsibilities to individuals and departments involved in building, setting up, and operating information systems serving electronic financial leasing activities. In case of any risk, the leasing company must have mechanisms to identify responsible individuals and departments and promptly address issues and risks to ensure efficiency and security during the implementation of financial leasing.

a) The measures, forms, and technologies selected by the financial leasing company must ensure security, safety, and confidentiality standards as prescribed by the State Bank.

b) Apply electronic transaction authentication methods to confirm the customer's agreement with the financial leasing company when conducting electronic transactions during the implementation of financial leasing, in accordance with the regulations of the State Bank and relevant laws.

c) Store and preserve all detailed documents, information, and data related to customer identification throughout the financial leasing process. Such information and data must be securely stored, backed up, and maintained to ensure completeness and integrity for use in customer verification, dispute resolution, complaints, and providing information upon request from competent authorities, in compliance with anti-money laundering laws and electronic transaction laws.

d) The financial leasing company must conduct inspections and evaluations of the security and confidentiality of the measures, forms, and technologies, and temporarily suspend service provision to upgrade, modify, and improve them if there are signs of insecurity.

đ) Assign specific responsibilities to each individual and department involved in building, establishing, and operating the information system for electronic financial leasing activities. In case of any risks arising, the financial leasing company must have mechanisms to identify responsible individuals and departments and promptly address and resolve emerging issues and risks to ensure efficiency and security during the implementation of financial leasing.

4. The electronic information system for implementing financial leasing must comply with the regulations on ensuring the safety level 3 or higher of the information system according to the laws on ensuring the safety levels of information systems and the State Bank's regulations on the safety of information systems in banking activities.

5. Other contents in the activities of electronic financial leasing not specified in this Chapter shall be carried out electronically in accordance with the provisions of the law on electronic transactions, this Circular, and other relevant laws. through electronic means not provided for in this Chapter, the lessor may implement such activities through electronic means in accordance with the provisions of the law on electronic transactions, this Circular, and other relevant laws.

Article 30. Documents for Requesting Financial Leasing Through Electronic Means

When there is a need for financial leasing, the lessee must submit to the lessor the documents, data, and data messages regarding the request for financial leasing as stipulated in Article 6 of this Circular and in accordance with the guidance of the lessor.

Article 31. Review and Decision on Financial Leasing Through Electronic Means

The lessor must organize the review of financial leasing through electronic means while ensuring the principle of defining the responsibilities of each individual and department involved in building, establishing, and operating the information system serving the review and decision-making process for financial leasing. In case of risks arising, the lessor must have mechanisms to identify the responsible individuals and departments and promptly address the issues and risks to ensure efficiency and security in organizing the review and decision-making process for financial leasing through electronic means.

Article 32. Agreement on Financial Leasing Through Electronic Means

The agreement on financial leasing must be established in writing in accordance with the laws on electronic transactions and related laws. If it is an electronic contract, it must include at least the contents stipulated in Articles 18 and 27 of this Circular.

Chapter IV

IMPLEMENTATION

Article 33. Responsibilities of Units under the State Bank

1. The Credit Department is responsible for:

a) Monitoring the implementation of financial leasing activities as prescribed in this Circular;

b) Serving as the focal point for handling difficulties and obstacles arising in connection with financial leasing activities as prescribed in this Circular;

2. The State Bank Inspectorate is responsible for:

a) Inspecting and handling violations of comprehensive finance companies and leasing companies in implementing this Circular within its functions and duties;

b) Cooperating with the Credit Department in addressing difficulties and obstacles arising.

3. The Department of Management and Supervision of Credit Institutions is responsible for:

a) Supervising comprehensive finance companies and leasing companies in implementing this Circular within its functions and duties;

b) Cooperating with the Credit Department in addressing difficulties and obstacles arising.

4. The Finance and Accounting Department is responsible for guiding credit institutions and foreign bank branches in implementing accounting procedures for financial leasing activities.

5. The State Bank Branches in Regions are responsible for receiving internal regulations, inspecting, supervising, and handling violations of comprehensive finance companies and leasing companies in implementing this Circular within their functions and duties.

6. Responsibilities of the National Credit Information Center:

a) Receiving and compiling information on financial leasing provided by comprehensive finance companies and leasing companies;

b) Providing information on the financial leasing activities of comprehensive finance companies and leasing companies in accordance with the State Bank's regulations on credit information activities.

Article 34. Effective Date

This Circular takes effect from August 15, 2026, replacing Circular No. 26/2024/TT-NHNN dated June 28, 2024, issued by the Governor of the State Bank on the operation of financial leasing by comprehensive finance companies and leasing companies.

Article 35. Transitional Provisions

Financing lease contracts signed before the date this Circular takes effect shall continue to be implemented according to the agreements already concluded until the end of the financing lease contract term. In cases of amendment or supplementation, the amended or supplemented contract must comply with the provisions of this Circular.

Article 36. Implementation Organization

The heads of units under the State Bank of Vietnam, the consolidated finance company, and the leasing company are responsible for organizing the implementation of this Circular./.