Circular No. 32/2026/TT-NHNN on the activities of lending for foreign investment of credit institutions and branches of foreign banks for customers.

CIRCULAR

||| Regarding the activities of lending for foreign investment of credit institutions and foreign bank branches for customers

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;

BASED ON THE INVESTMENT LAW NO. 143/2025/QH15;

||| Pursuant to Decree No. 28/2005/PL-UBTVQH11 on Foreign Exchange, amended and supplemented by Decree No. 06/2013/PL-UBTVQH13;

Decree No. ||| Decree No. 70/2014/ND-CP ||| detailing the implementation of certain provisions of the Foreign Exchange Decree and the Decree amending and supplementing certain provisions of the Foreign Exchange Decree;

||| Pursuant to Decree No. 103/2026/ND-CP on foreign investment;

||| Pursuant to Decree No. 26/2025/ND-CP on the functions, tasks, powers, and organizational structure of the State Bank of Vietnam, amended and supplemented by Decree No. 198/2026/ND-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 regulating the activities of lending for foreign investment of credit institutions and foreign bank branches for customers.

Article 1. Scope of Regulation

This Circular regulates the activities of lending for foreign investment of credit institutions and foreign bank branches for customers according to the forms of investment specified in Points a, b, c, and d Clause 1 Article 39 of the Investment Law.

Article 2. Applicability

1. Commercial banks, non-bank credit institutions, and foreign bank branches (hereinafter referred to as credit institutions).

2. Customers who are investors (excluding credit institutions) as prescribed by the Investment Law and guiding documents.

3. Other related organizations and individuals.

Article 3. Application of relevant legal documents

Credit institutions shall implement lending to customers for foreign investment according to the provisions of this Circular. Matters not regulated in this Circular shall be implemented according to the regulations of the State Bank of Vietnam on the activities of credit institutions' lending to customers, limits on safety ratios in credit institutions' operations, foreign exchange management, anti-money laundering, internal control, statistical reporting, classification, provision setting, risk handling, and other related regulatory documents.

Article 4. Demand for capital loans for foreign investment

Credit institutions shall consider lending to customers for the following demands:

1. Contributing capital to establish economic organizations according to the laws of the receiving country.

2. Investing abroad under the form of contracts in foreign countries.

3. Contributing capital, purchasing shares, or purchasing equity stakes of economic organizations in foreign countries to participate in managing those organizations.

4. Capital demand to implement other forms of investment as prescribed by the laws of the receiving country.

Article 5. Conditions for borrowing capital

Credit institutions shall consider and decide to lend for foreign investment when customers meet the following conditions:

1. The customer is a legal entity with civil legal capacity as prescribed by law. The customer is an individual aged 18 years or older with full civil capacity as prescribed by law and falls within the category of individuals permitted to engage in foreign investment activities according to the law on investment.

2. Having been issued a Certificate of Registration for Foreign Investment or having been confirmed registration for foreign exchange transactions related to foreign investment activities according to the law on foreign exchange (for projects that do not require the issuance of a Certificate of Registration for Foreign Investment).

3. The investment activity has been accepted or licensed by the competent authority of the receiving country. In cases where the law of the receiving country does not stipulate licensing or acceptance of investment, the investor must have documentation proving their right to operate investments in the receiving country.

4. Having a foreign investment project assessed as feasible by the credit institution and the customer has the ability to repay the credit institution.

5. No bad debt has arisen in the 24 months immediately preceding the date of the loan application.

Article 6. Loan Application Documents

When there is a need for a loan, the customer must submit to the credit institution the documents proving the borrowing conditions as stipulated in Article 5 of this Circular and other documents as guided by the credit institution.

Article 7. Loan Amount

1. The loan amount shall be agreed upon between the credit institution and the customer based on the borrowing needs, overseas investment project, the customer's financial capacity, credit limits for the customer, and the credit institution's capital availability.

2. The maximum commitment loan amount at the loan contract/agreement of a credit institution to implement an overseas investment project shall not exceed 70% of the customer's investment capital in that project. In cases where the customer borrows from multiple credit institutions to implement the same overseas investment project, the total commitment loan amount at the loan contracts/agreements of the credit institutions for the customer to implement the project shall not exceed 70% of the customer's investment capital in that project.

The loan term shall be agreed upon between the Social Policy Bank and the customer but shall not exceed five years (60 months).

The loan term shall be agreed upon between the credit institution and the customer in accordance with the customer's debt repayment capability, the credit institution's medium and long-term capital supply capacity, the project investment period, and the remaining time of the Certificate of Registration for Overseas Investment (for projects subject to the procedure for issuing the Certificate of Registration for Overseas Investment) or other equivalent documents.

Article 9. Loan Currency and Repayment Currency

1. The credit institution and the customer shall agree on the loan currency in compliance with the laws governing the lending activities of credit institutions towards customers and relevant laws.

2. The repayment currency is the loan currency of the loan. In cases where repayment is made in another currency, it shall be carried out according to the agreement between the credit institution and the customer in compliance with relevant laws.

Customers borrowing funds pursuant to this Decision are not required to provide loan guarantees.

1. The application of security measures for loan funds shall be implemented in accordance with the laws governing the lending activities of credit institutions towards customers and relevant laws.

2. The application of security measures for loan funds using assets abroad shall be agreed upon by the parties in compliance with the principle of choosing applicable law in civil relations involving foreign elements as stipulated in Part Five of the Civil Code.

Article 11. Monitoring and Supervision of Loan Usage

1. The credit institution has the right and obligation to monitor and supervise the usage of loan funds and debt repayment by the customer in accordance with the law.

2. The credit institution has the right to request the customer to report on business results, loan usage, and provide information, documents, data proving that the loan funds have been used for the intended purpose.

3. The customer is obligated to use the loan funds for the committed purpose, fully and timely repay the principal, interest, and fees as agreed; report on business results, loan usage, and provide information, documents, data proving that the loan funds have been used for the intended purpose as required by the credit institution.

Article 12. Responsibilities of Units under the State Bank of Vietnam

1. Credit Department:

a) Serve as the focal point for tracking, compiling, and inspecting the situation of loans granted by credit institutions to customers for overseas investments;

b) Take the lead and coordinate with related units of the State Bank of Vietnam to handle issues arising in connection with granting loans for overseas investments as stipulated in this Circular.

2. The State Bank Inspectorate shall conduct inspections on credit institutions' lending activities to customers for implementing overseas investment activities in accordance with this Circular and related legal documents; handle violations according to their authority and legal provisions.

3. The Credit Institution Management and Supervision Department shall supervise credit institutions' implementation of this Circular in accordance with their functions and tasks.

4. The Anti-Money Laundering Department shall supervise and inspect credit institutions' compliance with regulations on preventing and combating money laundering related to lending activities for overseas investments.

5. The Foreign Exchange Management Department shall take the lead and coordinate with related units of the State Bank of Vietnam to handle issues related to foreign exchange management concerning lending activities for overseas investments.

6. The Monetary Policy Department shall take the lead and coordinate with related units of the State Bank of Vietnam to handle issues arising in connection with lending overseas investments in foreign currencies.

7. The State Bank branches in the regions shall be responsible for conducting inspections, supervision, and monitoring of credit institutions within their jurisdiction in implementing this Circular according to their authority.

Article 13. Implementation Provisions

1. This Circular takes effect from August 18, 2026.

2. This Circular abolishes Circular No. 36/2018/TT-NHNN on the activities of credit institutions and foreign bank branches in granting loans to customers for overseas investments.

3. For loan contracts/agreements signed before the effective date of this Circular, credit institutions and customers may continue to implement them until the end of the contract/agreement term. In cases of amending or supplementing loan contracts/agreements, the amended or supplemented contents must comply with the provisions of this Circular.

Article 14. Responsibility for implementation

Heads of units under the State Bank of Vietnam, credit institutions, and foreign bank branches are responsible for organizing the implementation of this Circular./.