Circular No. 78/2025/TT-NHNN amends, supplements, and abolishes certain provisions in legal documents governing foreign exchange management for capital transactions to implement plans to reduce and simplify administrative procedures.

CIRCULAR

Circular amending, supplementing, and abolishing certain provisions in legal documents governing foreign exchange management for capital transactions

to implement plans to reduce and simplify administrative procedures

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

 

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

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

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;

The Governor of the State Bank of Vietnam issues this Circular amending, supplementing, and abolishing certain provisions in legal documents governing foreign exchange management for capital transactions to implement plans to reduce and simplify administrative procedures

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

AMENDMENTS, SUPPLEMENTS, AND ABOLITIONS. 

Chapter I

OF CERTAIN PROVISIONS22/2013/TT-NHNN GUIDELINES ON PROCEDURES FOR REGISTRATION AND CHANGE REGISTRATION CỦA CIRCULAR NUMBER

OF FOREIGN LOANS AND ISSUANCE OF INTERNATIONAL BONDS GUARANTEED BY THE GOVERNMENTArticle 1. Supplement Point 2a following Article 2

Point 2a. Principles for establishing, submitting, receiving, and delivering results of registration and change registration of foreign loans and issuance of international bonds guaranteed by the government

1. Applications for registration and change registration of foreign loans and issuance of international bonds guaranteed by the government shall be submitted directly at the One-Stop Service Desk of the State Bank of Vietnam or sent through postal services to the State Bank of Vietnam or submitted online via the National Public Service Portal.

2. In cases where applications are submitted online via the National Public Service Portal, electronic documents must use digital signatures in accordance with laws on administrative procedures conducted electronically.

“In cases where administrative procedures have not been provided online on the National Public Service Portal or if the National Public Service Portal encounters technical issues preventing electronic information exchange, submission of applications, receipt, delivery of results, and communication of information shall be conducted through postal services or directly at the One-Stop Service Desk of the State Bank of Vietnam.

3. Documents in the electronic application file are electronic texts, scanned copies from original documents, or original files (PDF format), except for the Application for Registration and Change Registration of Foreign Loans and Issuance of International Bonds Guaranteed by the Government which is filled out on the National Public Service Portal. The name of the electronic document must correspond to the type of paper document as prescribed.

4. Documents in the paper application file shall be handled as follows:

a) The Application for Registration and Change Registration of Foreign Loans and Issuance of International Bonds Guaranteed by the Government must be the original or an original copy;

b) Agreements and documents signed or issued by the borrower or issuer of international bonds must be the original, an original copy, a certified copy, or a copy confirmed by the borrower or issuer of international bonds that it was copied from the original;

c) Other documents in the application file must be the original, an original copy, or a copy from the original record book or a certified copy.

5. Applications requesting the State Bank of Vietnam to confirm registration and change registration of foreign loans and issuance of international bonds guaranteed by the government must be prepared in Vietnamese. In cases where original documents in the application file are in a foreign language, they must be translated into Vietnamese and the translator's signature must be certified according to Vietnamese laws on certification, except for agreements and documents signed or issued by the borrower or issuer of international bonds, which the borrower or issuer may translate and confirm themselves, bearing responsibility for the accuracy of the translation.

6. The borrower and issuer of international bonds are responsible for ensuring the completeness, accuracy, and integrity of the data in the documents and application file in accordance with this Circular.

7. The time limit for checking the completeness of the application file is three working days from the date the Information System for Administrative Procedure Processing of the State Bank of Vietnam receives the application online or from the date the One-Stop Service Desk of the State Bank of Vietnam receives the application directly or through postal services.

8. The State Bank of Vietnam will deliver the results of the administrative procedure stipulated in this Circular through online methods, postal services, or directly at the One-Stop Service Desk of the State Bank of Vietnam."

6. The borrower and the issuer of international bonds shall be responsible for ensuring the completeness, accuracy, and integrity of the data in the documents and files in accordance with the provisions of this Circular.

7. The deadline for checking the completeness of the file is three (03) working days from the date the State Bank of Vietnam's Information System for Administrative Procedures receives the file via online mode or from the date the One-Stop Service Unit of the State Bank of Vietnam receives the file via direct submission or through postal service.

8. The State Bank of Vietnam will deliver the result of the administrative procedure stipulated in this Circular through online mode or postal service or directly at the One-Stop Service Unit of the State Bank of Vietnam.”

Article 2. Amending and supplementing Article 3

“Article 3. Procedures for registering foreign loans and international bond issuances guaranteed by the Government

1. Documents for requesting confirmation of registration of foreign loans and international bond issuances:

a) Application form for foreign loan registration (in accordance with Appendix 1A attached hereto) or Application form for international bond issuance registration (in accordance with Appendix 1B attached hereto);

b) Letter of guarantee from the Ministry of Finance;

c) Approval document from the competent authority in accordance with the provisions of the law for investment projects or business plans using raised funds from foreign loans or international bond issuances;

d) Foreign loan contracts already signed or related contracts for the international bond issuance round (according to the issuance structure).

2. Procedure for confirming registration of foreign loans and international bond issuances:

a) Within thirty days from the date the letter of guarantee is signed and before implementing the withdrawal of funds from foreign loans or international bond issuances, the borrower or the issuer of international bonds shall submit one set of documents in accordance with Clause 1 of this Article to the State Bank;

b) Within seven working days from the date of receiving complete and valid documents, the State Bank shall send the borrower or the issuer of international bonds a confirmation document for the registration of foreign loans or international bond issuances.

The confirmation document for the registration of foreign loans or international bond issuances issued by the State Bank includes the following main contents: the borrower or the issuer of international bonds, the lender (for bilateral foreign loans, joint foreign loans not using a lender representative) or the lender representative (for joint foreign loans, international bond issuances using a lender representative, creditor representative); related agents for foreign loans or international bond issuances (if any); basic conditions of foreign loans or international bond issuances (loan amount, total value of international bond issuances; purpose of using foreign loan funds, funds from international bond issuances; interest rate; penalty interest; fees; security form; loan term; withdrawal plan, principal repayment plan, interest payment plan); credit institutions, foreign bank branches permitted where the borrower or the issuer of international bonds opens accounts for withdrawing funds, repaying foreign loans or international bond issuances and other relevant contents to foreign loans or international bond issuances (if any). In case of refusal to confirm registration, the State Bank shall issue a document clearly stating the reasons;

c) For incomplete documents that do not meet the conditions for processing, within five working days from the date of receipt of the documents, the State Bank shall notify the borrower or the issuer of international bonds in writing. The processing time is recalculated from the beginning after receiving all documents. After sixty days from the notification date, if the borrower or the issuer of international bonds does not complete the document improvement, the single-window department civil servant of the State Bank shall implement the closure of the request for confirmation of registration of foreign loans or international bond issuances.”

Article 3. Amending and supplementing Article 4

“Article 4. Procedures for registering changes to foreign loans and international bond issuances guaranteed by the Government

1. In cases where there is any change in the content related to foreign loans or international bond issuances that have been confirmed by the State Bank of Vietnam, the borrower or the issuer of international bonds shall be responsible for registering the changes to foreign loans or international bond issuances with the State Bank of Vietnam in accordance with Clauses 2 and 3 of this Article.

2. Documents for requesting confirmation of registration of changes to foreign loans or international bond issuances:

a) Application for registration of changes to foreign loans (in accordance with Appendix 2A attached hereto) or Application for registration of changes to international bond issuances (in accordance with Appendix 2B attached hereto);

b) Agreement on changes signed by the parties in cases where the changes require agreement between the parties;

c) Letter or amendment to the guarantee letter issued by the Ministry of Finance (if any).

3. Procedure for confirming registration of changes to foreign loans or international bond issuances:

a) Within thirty days from the date of signing the agreement on changes or the date when the Ministry of Finance issues the letter or amendment to the guarantee letter (if any), and before implementing the changes, the borrower or the issuer of international bonds shall submit one set of documents in accordance with Clause 2 of this Article to the State Bank of Vietnam;

b) Within five working days from the date of receiving complete and valid documents, the State Bank of Vietnam shall send the borrower or the issuer of international bonds a written confirmation of registration of changes to foreign loans or international bond issuances. In cases where the registration of changes to foreign loans or international bond issuances is refused, the State Bank of Vietnam shall issue a written notice stating the reasons;

c) For incomplete or non-compliant documents, within three working days from the date of receipt, the State Bank of Vietnam shall send a written notification to the borrower or the issuer of international bonds. If the borrower does not complete the documents within sixty days from the date of notification, the staff member of the One-Stop Service Unit of the State Bank of Vietnam shall close the application for confirmation of registration of changes to foreign loans or international bond issuances.

Article 4. Replacing Appendices and Phrases

1. Replace the phrase "Department of Foreign Exchange Management" with the phrase "Foreign Exchange Management Department" in Articles 5 and 7.

2. Replace the phrase "Director" with the phrase "Department Head" in Article 7.

3. Replace Appendices 1A, 1B, 2A, and 2B issued together with Circular No. 22/2013/TT-NHNN with Appendices 1A, 1B, 2A, and 2B under Appendix I issued together with this Circular.

Chapter II

OF CERTAIN PROVISIONS22/2013/TT-NHNN GUIDELINES ON PROCEDURES FOR REGISTRATION AND CHANGE REGISTRATION CỦA CIRCULAR NUMBER

37/2013/TT-NHNN GUIDELINES ON CERTAIN CONTENTS REGARDING FOREIGN EXCHANGE MANAGEMENT

FOR LOANS TO FOREIGN COUNTRIES AND RECOVERY OF GUARANTEED DEBTS FROM NON-RESIDENTS

Article 5. Supplementing Article 7a before Article 7

Article 7a. Principles for establishing, submitting, accepting, and providing results of applications for registration and registration of changes to foreign loans and registration and registration of changes to recovery of guaranteed debts by economic organizations

“1. Applications for registration and registration of changes to foreign loans and recovery of guaranteed debts by economic organizations shall be submitted directly at the One-Stop Service Unit of the State Bank of Vietnam or sent through postal services to the State Bank of Vietnam or submitted online through the National Public Service Portal.

3. Electronic documents in electronic files must be electronic texts, scanned copies of original documents, or original documents (PDF format files) except for the Application for registration and registration of changes to foreign loans which is filled out on the National Public Service Portal. The name of the electronic document must correspond to the type of document as prescribed.

4. Documents in the paper application file shall be handled as follows:

a) The Application for Registration and Change Registration of Foreign Loans and Issuance of International Bonds Guaranteed by the Government must be the original or an original copy;

4. The lender is responsible for ensuring the completeness, accuracy, and integrity of the data in the application documents in accordance with this Circular.

5. Paper documents in the application file shall be handled as follows:

a) Applications for registration and registration of changes to foreign loans and recovery of guaranteed debts must be originals or true copies;

b) Agreements and documents issued or signed by the lender or guarantor must be originals, true copies, certified copies, or copies certified by the lender or guarantor regarding the copying from the original;

c) Other documents in the application file must be originals, true copies, copies from the original ledger, or certified copies.

6. Applications for the State Bank of Vietnam to confirm registration of foreign loans and recovery of guaranteed debts must be prepared in Vietnamese. In cases where the original documents in the application file are in a foreign language, they must be translated into Vietnamese and the translator's signature must be certified according to Vietnamese law on certification, except in cases where agreements and documents issued or signed by the lender or guarantor are self-translated and confirmed by the lender or guarantor who will bear responsibility for the accuracy of the translation.

7. The time limit for checking the completeness of the application file is three (03) working days from the date when the Information System for Administrative Procedures of the State Bank of Vietnam receives the application file via the online method or from the date when the One-Stop Service Unit of the State Bank of Vietnam receives the application file via the direct submission method or through postal services.

7. The deadline for checking the completeness of the file is three (03) working days from the date the State Bank of Vietnam's Information System for Administrative Procedures receives the file via online mode or from the date the One-Stop Service Unit of the State Bank of Vietnam receives the file via direct submission or through postal service.

8. The State Bank of Vietnam will deliver the result of the administrative procedure stipulated in this Circular through online mode or postal service or directly at the One-Stop Service Unit of the State Bank of Vietnam.”

Article 6. Amending and supplementing Article 7

“Article 7. Documents for registering foreign loans

1. Application for registering foreign loans (in accordance with Appendix No. 1 attached to this Circular).

2. Investment approval document issued by the competent authority of the host country (applicable where the borrower is a business with participation of a Vietnamese enterprise through direct investment). In cases where the countries or territories of the borrower do not have procedures for issuing investment approval documents, the lender shall submit a confirmation document from the competent authority of the host country regarding the registration of business operations or other documents of equivalent legal value.

3. Loan agreement for foreign loans.

4. Documents and agreements on security measures for foreign loans (if any).”

Article 7. Amending and supplementing Article 8

“Article 8. Procedures for implementing the registration of foreign loans

1. After being approved by the Prime Minister to provide foreign loans and within thirty (30) days from the date of signing the loan agreement, before disbursing the loan, the lender shall submit one (01) set of documents to the State Bank in accordance with Article 7 of this Circular.

2. Within fifteen (15) working days from the date of receiving complete and valid documents, the State Bank shall send the lender a confirmation document for registering foreign loans including the following main contents: The lender; the borrower; basic conditions of the foreign loan such as the amount of the loan, purpose of the foreign loan, interest rate, penalty interest, fees, guarantee form, disbursement plan, debt recovery plan (principal and interest); financial institutions providing account services and other contents related to the foreign loan (if any). In case of refusal to confirm the registration, the State Bank shall issue a document stating the reasons.

3. In case the documents do not meet the conditions for processing, within seven (07) working days from the date of receiving the documents, the State Bank shall issue a document requesting the lender to supplement and complete the documents. The processing time will be recalculated from the date all documents are received. If the lender does not complete the supplementary work within sixty (60) days from the notification date, the civil servant of the One-Stop Service Department shall close the application for confirming the registration of foreign loans.

Article 8. Amending and supplementing Clause 2 of Article 9

“2. Documents for registering changes include:

a) Application for changing foreign loans (in accordance with Appendix No. 2 attached to this Circular);

b) Agreements on changes already signed in cases where the changed contents require agreement between the parties;

c) Document stating the consent of the guarantor for the changed contents in cases where the foreign loan is guaranteed by a third party (if any);

d) Document stating the consent of the Prime Minister on the changed contents of the foreign loan of economic organizations (applicable in cases of increasing the loan amount, extending the term of the foreign loan, or changing the lender);

đ) Confirmation document from the bank providing account services (the confirmation period is within ten (10) working days prior to submitting the documents) regarding the disbursement and debt recovery situation up to the date the bank provides the confirmation (applicable in cases of registering changes to the disbursement and debt recovery plans).”

Article 9. Amending and supplementing Article 10

“Article 10. Procedures for registering changes to foreign loans

1. Within thirty (30) days from the date of signing the agreement to change foreign loans and before implementing the change content, the Lender shall submit one (01) set of documents for registering the change of foreign loans to the State Bank.

2. Within fifteen (15) working days from the date of receiving complete and valid documents, the State Bank shall send the Lender a confirmation document for the registration of the change of foreign loans. In case of refusal to confirm the registration of the change of foreign loans, the State Bank shall issue a document stating the reasons.

3. In case the documents do not meet the conditions for processing, within seven (07) working days from the date of receiving the documents, the State Bank shall issue a document requesting the Lender to supplement and complete the documents. The processing time will be recalculated from the beginning after receiving all the documents. After sixty (60) days from the notification date, if the Lender does not complete the document supplementation, the civil servant of the One-Stop Service Unit of the State Bank shall close the loan registration application.

Article 10. Amending and supplementing Article 11

“Article 11. Documents for registering the recovery of guaranteed debt by economic organizations

1. Application for registering the recovery of guaranteed debt (as per Appendix No. 3 attached to this Circular).

2. Document from the guarantor requesting the obligor to fulfill the guarantee obligation.

3. Guarantee commitment, guarantee issuance agreement already signed, agreement (or notice) on the recovery of debt that the guarantor has paid on behalf of the beneficiary.

4. Proof of the guarantor's transfer of funds to fulfill the guarantee obligation (with confirmation from the financial institution providing account services).”

Article 11. Amending and supplementing Article 12

“Article 12. Procedures for registering the recovery of guaranteed debt by economic organizations

1. After the Prime Minister's approval of the guarantee for non-residents, within sixty (60) days from the date of transferring funds to fulfill the guarantee obligation, the guarantor shall directly submit one (01) set of documents at the One-Stop Service Unit of the State Bank or send them through postal service to the State Bank, except when the guarantor completes the full recovery of the guaranteed debt within thirty (30) days from the date of transferring funds to fulfill the guarantee obligation.

2. Within ten (10) working days from the date of receiving complete and valid documents from the guarantor, the State Bank shall send the guarantor a confirmation document for the registration of the recovery of guaranteed debt including the following main contents: guarantor; beneficiary; obligor; basic conditions of the recovery of guaranteed debt: guarantee limit, amount guaranteed, purpose of guarantee, interest rate for debt recovery, penalty interest, fees, repayment plan; financial institution providing account services and other related contents to the recovery of guaranteed debt (if any). In case of refusal to confirm the registration of the recovery of guaranteed debt, the State Bank shall issue a document stating the reasons.

3. In case the documents do not meet the conditions for processing, within seven (07) working days from the date of receiving the documents, the State Bank shall issue a document requesting the guarantor to supplement and complete the documents. The processing time will be recalculated from the beginning after receiving all the documents. After sixty (60) days from the notification date, if the guarantor does not complete the document supplementation, the civil servant of the One-Stop Service Unit of the State Bank shall close the registration application for the recovery of guaranteed debt by economic organizations.

Article 12. Amending and supplementing Article 13

“Article 13. Documents for registering changes to the amount of debt recovery from guarantee of economic organizations

In case there is any change in the content related to the amount of debt recovery from guarantee confirmed by the State Bank, the guarantor shall be responsible for registering the change in the amount of debt recovery from guarantee according to the provisions of Article 14 of this Circular. The documents for registering the change in the amount of debt recovery from guarantee include:

1. Application for registration of change in the amount of debt recovery from guarantee (annexed as Appendix No. 4 to this Circular).

2. Agreements on changes to the guarantee commitment, guarantee issuance agreements signed in cases where the changed contents need to be agreed upon by all parties.

3. Document stating the approval opinion of the Prime Minister regarding the content of the change related to the guarantee for non-residents of economic organizations (in cases where the amount of guarantee of economic organizations increases, or the guarantee period of the guarantee amount is extended, or the guarantor is changed).

4. Document confirming the situation of performing guarantee obligations and debt recovery up to the date when the service-providing bank issues the confirmation document for cases of registering changes to the debt recovery plan (the time of issuing the confirmation is within ten working days before submitting the documents).”

Article 13. Amending and supplementing Article 14

“Article 14. Procedures for implementing the registration of changes to the amount of debt recovery from guarantee of economic organizations

1. Within thirty (30) days from the date of signing the agreement to change the amount of debt recovery from guarantee, the guarantor shall submit directly at the One-Stop Service Window of the State Bank or send through postal services to the State Bank one (01) set of documents as prescribed in Article 13 of this Circular.

2. Within ten (10) working days from the date of receiving complete and valid documents from the guarantor, the State Bank shall send the guarantor a document confirming the registration of change in the amount of debt recovery from guarantee. In case of refusal to confirm the registration of change in the amount of debt recovery from guarantee, the State Bank shall issue a document specifying the reasons.

3. In case the documents do not meet the conditions for processing, within seven (07) working days from the date of receipt of the documents, the State Bank shall issue a document requesting the guarantor to supplement and complete the documents. The processing time will be recalculated from the beginning after receiving the complete set of documents. After sixty (60) days from the notification date, if the guarantor does not complete the supplementation of the documents, the civil servant of the One-Stop Service Window shall implement the closure of the application for registration of change in the amount of debt recovery from guarantee of economic organizations.”

Article 14. Replacing phrases, Appendices

1. Replace the phrase "Currency Management Department" with the phrase "Foreign Exchange Management Department" in Clause 1 of Article 18, Clause 1 and Clause 2 of Article 19, and Article 23.

2. Replace the phrase "Department Director" with the phrase "Director" in Article 23.

3. Replace Appendix No. 1, Appendix No. 2, Appendix No. 3, Appendix No. 4, Appendix No. 5, Appendix No. 6, and Appendix No. 7 issued together with Circular No. 37/2013/TT-NHNN with Appendix No. 1, Appendix No. 2, Appendix No. 3, Appendix No. 4, Appendix No. 5, Appendix No. 6, and Appendix No. 7 under Appendix II issued together with this Circular.

Article 15. Abolish the phrase

Abolish the phrase "credit organizations, foreign bank branches" in Clause 4, Article 2, Clause 1, Article 3, and Clause 2, Article 22.

 

PART III

OF CERTAIN PROVISIONS22/2013/TT-NHNN GUIDELINES ON PROCEDURES FOR REGISTRATION AND CHANGE REGISTRATION CỦA CIRCULAR NUMBER

10/2016/TT-NHNN GUIDANCE ON CERTAIN PROVISIONS OF

DECREE NO. 135/2015/NĐ-CP OF DECEMBER 31, 2015 ISSUED BY THE GOVERNMENT

REGULATING FOREIGN DIRECT INVESTMENT

Article 16. Amend and supplement some points of Clause 2, Article 6

1. Amend and supplement Point b, Clause 2, Article 6 as follows:

“b) The time limit for checking the completeness of the dossier is three working days from the date the One-Stop Service Unit of the State Bank of Vietnam receives the dossier directly or through postal service.

Within five working days from the date of receiving a complete and valid dossier, the State Bank of Vietnam sends out requests for comments from the Ministry of Finance and relevant sector management ministries;”.

2. Amend and supplement Point c, Clause 2, Article 6 as follows:

“c) Within twenty working days from the date of receiving a complete and valid dossier, the State Bank of Vietnam compiles the opinions of the agencies specified in Point b of this clause and submits them to the Prime Minister for consideration and decision;”.

Article 17. Amend and supplement Clause 2, Article 13

“2. Procedures and formalities for issuing certificates of registration for indirect foreign investment:

a) Commercial banks and consolidated financial companies wishing to carry out self-operating indirect foreign investment activities submit directly or send via postal service one set of dossier in accordance with Clause 1 of this Article to the State Bank of Vietnam.

The time limit for checking the completeness of the dossier is three working days from the date the One-Stop Service Unit of the State Bank of Vietnam receives the dossier directly or through postal service.

In cases where the dossier does not meet the conditions for processing, within ten working days from the date of receiving the dossier, the State Bank of Vietnam issues a written request for commercial banks and consolidated financial companies to supplement and perfect the dossier;

b) Within twenty-five working days from the date of receiving a complete and valid dossier in accordance with this Circular, the State Bank of Vietnam considers issuing or refusing to issue a certificate of registration for indirect foreign investment to commercial banks and consolidated financial companies. In case of refusal, the State Bank of Vietnam notifies in writing and specifies the reasons.”.

Article 18. Amend and supplement some points of Clause 1, Article 14

1. Amend and supplement Point b, Clause 1, Article 14 as follows:

“b) The time limit for checking the completeness of the dossier is three working days from the date the One-Stop Service Unit of the State Bank of Vietnam receives the dossier directly or through postal service.

In cases where the dossier does not meet the conditions for processing, within five working days from the date of receiving the dossier, the State Bank of Vietnam issues a written request for commercial banks and consolidated financial companies to supplement and perfect the dossier;”.

2. Amend and supplement Point c, Clause 1, Article 14 as follows:

“c) Within five working days from the date of receiving a complete and valid dossier in accordance with Point a of this clause, the State Bank of Vietnam issues a decision to revoke the certificate of registration for indirect foreign investment of commercial banks and consolidated financial companies.”.

Article 19. Amend and supplement Clause 2, Article 15

“2. Procedures and formalities for issuing certificates of registration for engaging in indirect foreign investment trust business:

a) Commercial banks wishing to engage in trust business submit directly or send via postal service one set of dossier in accordance with Clause 1 of this Article to the State Bank of Vietnam.

The time limit for checking the completeness of the dossier is three working days from the date the One-Stop Service Unit of the State Bank of Vietnam receives the dossier directly or through postal service.

In cases where the dossier does not meet the conditions for processing, within ten working days from the date of receiving the dossier, the State Bank of Vietnam issues a written request for commercial banks to supplement and perfect the dossier;

b) Within twenty-five working days from the date of receiving a complete and valid dossier, the State Bank of Vietnam considers issuing or refusing to issue a certificate of registration for engaging in indirect foreign investment trust business to commercial banks. In case of refusal, the State Bank of Vietnam notifies in writing and specifies the reasons.”.

Article 20. Amend and supplement some points of Clause 1, Article 16.

1. Amend and supplement Point b, Clause 1, Article 16 as follows:

“b) The time limit for checking the completeness of the dossier is three working days from the date the One-Stop Service Unit of the State Bank of Vietnam receives the dossier directly or through postal service.

In the event that the file does not meet the conditions for resolution, within 05 (five) working days from the date of receipt of the file, the State Bank shall issue a document requesting commercial banks to supplement and complete the file;

2. Amend and supplement Point c, Clause 1, Article 16 as follows:

"c) Within 05 (five) working days from the date of receipt of a complete and valid file according to Point a of this Clause, the State Bank shall issue a decision to revoke the certificate of registration for indirect investment abroad agency activities of commercial banks."

Article 21. Amend and supplement Article 23

“Article 23. File, procedure for registering and confirming temporary self-operation limit

1. During the period when the Prime Minister has not approved the total annual indirect foreign investment limit, if there is a need to continue implementing indirect foreign investment activities, before March 31 each year, the self-operation organization shall submit a temporary self-operation limit registration form (Annex No. 08 issued together with this Circular) through postal service or directly submit it to the State Bank to register for a temporary self-operation limit.

The time limit for checking the completeness of the dossier is three working days from the date the One-Stop Service Unit of the State Bank of Vietnam receives the dossier directly or through postal service.

2. Within 04 (four) working days from the date of receipt of the temporary self-operation limit registration form, based on the situation of indirect foreign investment implementation in the previous year, the safe investment ratio of the self-operation organization, if the conditions for resolution are met, the State Bank shall issue a confirmation document (according to the model at Annex No. 18 issued together with this Circular). If the conditions for resolution are not met, the State Bank shall issue a document requesting the self-operation organization to supplement and complete the file. If the confirmation of the temporary self-operation limit is refused, the State Bank shall issue a document stating the reasons.

Article 22. Amend and supplement Article 25

“Article 25. File, procedure for registering and confirming temporary entrusted investment limit

1. During the period when the Prime Minister has not approved the total annual indirect foreign investment limit, if there is a need to implement entrusted indirect foreign investment activities, before March 31 each year, the entrusted organization shall submit a temporary entrusted investment limit registration form (Annex No. 10 issued together with this Circular) through postal service or directly submit it to the State Bank to register for a temporary entrusted investment limit.

The time limit for checking the completeness of the dossier is three working days from the date the One-Stop Service Unit of the State Bank of Vietnam receives the dossier directly or through postal service.

2. Within 04 (four) working days from the date of receipt of the temporary entrusted investment limit registration form, based on the situation of entrusted indirect foreign investment implementation in the previous year by the entrusted organization, if the conditions for resolution are met, the State Bank shall issue a confirmation document (according to the model at Annex No. 20 issued together with this Circular). If the conditions for resolution are not met, the State Bank shall issue a document requesting the entrusted organization to supplement and complete the file. If the confirmation of the temporary entrusted investment limit is refused, the State Bank shall issue a document stating the reasons.

Article 23. Amend and supplement Article 29

1. Replace the phrase "Bank inspection and supervision authority" with the phrase "Credit Institution Management and Supervision Department, State Bank Inspection Department" in Clause 1, Article 29.

2. Replace the phrase "Bank inspection and supervision authority" with the phrase "Credit Institution Management and Supervision Department" in Clause 4, Article 29.

Article 24. Amending and supplementing Article 30

"Article 30. Responsibilities of the Credit Institution Management and Supervision Department and the State Bank Inspectorate

1. Responsibilities of the Credit Institution Management and Supervision Department:

To take the lead and coordinate with the Foreign Exchange Management Department and related units under the State Bank in reviewing and submitting to the Governor for consideration:

a) Issuing and revoking certificates of registration for indirect foreign investment for self-operating organizations that are commercial banks and comprehensive financial companies;

b) Issuing and revoking certificates of registration for indirect foreign investment trust management activities for trust management organizations that are commercial banks.

2. Responsibilities of the State Bank Inspectorate:

a) Inspecting and examining indirect foreign investment activities in accordance with the provisions of the law and checking the implementation of the provisions of this Circular within its authority;

b) Handling and recommending handling of violations according to the provisions of the law.

3. The Credit Institution Management and Supervision Department and the State Bank Inspectorate shall be responsible for coordinating with the Foreign Exchange Management Department on matters relating to:

a) Studying and reporting to the Governor of the State Bank about submitting to the Prime Minister for consideration and decision on cases of indirect foreign investment as stipulated in Clause 3 of Article 9 of Decree No. 135/2015/ND-CP;

b) Establishing the annual total limit for indirect foreign investment."

Article 25. Replacing and Supplementing Appendices

1. Replacing Appendix No. 01, Appendix No. 03, Appendix No. 04, Appendix No. 05, Appendix No. 06, Appendix No. 07, Appendix No. 08, Appendix No. 09, and Appendix No. 10 issued together with Circular No. 10/2016/TT-NHNN with Appendix No. 01, Appendix No. 03, Appendix No. 04, Appendix No. 05, Appendix No. 06, Appendix No. 07, Appendix No. 08, Appendix No. 09, and Appendix No. 10 of Appendix III issued together with this Circular.

2. Supplementing Appendices No. 17, No. 18, No. 19, and No. 20 of Appendix III issued together with this Circular.

Chapter IV

OF CERTAIN PROVISIONS22/2013/TT-NHNN GUIDELINES ON PROCEDURES FOR REGISTRATION AND CHANGE REGISTRATION CỦA CIRCULAR NUMBER

 12/2016/TT-NHNN GUIDELINES ON FOREIGN EXCHANGE MANAGEMENT FOR

FOREIGN INVESTMENT ACTIVITIES

Article 26. Amending and supplementing Clause 3 of Article 8

"3. In cases where changes related to the investor implementing the project lead to changes in the State Bank Branch Region authorized to confirm the registration of foreign exchange transactions related to foreign investment:

a) The new State Bank Branch Region shall be responsible for receiving applications for registration of foreign exchange transactions related to foreign investment;

b) The State Bank Branch Region that confirmed the registration of foreign exchange transactions or the State Bank Branch Region that confirmed the last change in foreign exchange transaction registration (in cases where the investor has already been granted a confirmation letter for registration changes) shall cooperate in providing information and transferring registration and change registration files to the new State Bank Branch Region within three working days from the date of receipt of the request."

Article 27. Supplementing Article 8a after Article 8

“Article 8a. Principles for preparing, submitting, receiving, and returning results of applications for registration and change registration of foreign exchange transactions related to foreign investment activities

1. Applications for registration and change registration of foreign exchange transactions related to foreign investment activities shall be submitted directly at the One-Stop Service Unit of the State Bank or the State Bank Branch Region in accordance with the provisions of Article 8 of this Circular; or sent through postal services to the State Bank or the State Bank Branch Region; or submitted online through the National Public Service Portal.

4. Documents in the paper application file shall be handled as follows:

In cases where administrative procedures have not yet been provided online on the National Public Service Portal or the National Public Service Portal encounters technical issues preventing electronic information exchange, submission, acceptance, return of results, exchange, and feedback of information shall be carried out through postal services or directly at the One-Stop Service Unit of the State Bank or the State Bank Branch Region.

3. Documents in the electronic application file must be electronic documents, scanned copies of original documents, or original copies (PDF format files), except for the Application for Registration and Change Registration of Foreign Exchange Transactions Related to Foreign Investment Activities which must be filled out on the National Public Service Portal. The name of the electronic document must correspond to the type of document as prescribed.

c) Other documents in the application file must be the original, an original copy, or a copy from the original record book or a certified copy.

a) The Application for Registration and Change Registration of Foreign Exchange Transactions Related to Foreign Investment Activities must be an original or an original copy;

b) Documents proving the right to operate investment activities in the recipient country must be original, original copies, certified copies, or copies certified by the investor as being copied from the original, except for documents and papers issued by the competent authority of the recipient country as stipulated in point c of this clause;

c) Documents issued by the competent authority of the recipient country and other documents in the application file must be originals, original copies, or copies issued from the original book or certified copies.

5. Applications for the State Bank or the State Bank Branch Region to confirm registration and change registration of foreign exchange transactions related to foreign investment activities must be prepared in Vietnamese. In cases where the original application documents are in a foreign language, they must be translated into Vietnamese and the translator's signature must be certified according to the certification regulations of Vietnamese law, except for documents proving the right to operate investment activities in the recipient country which are self-translated and confirmed by the investor who assumes responsibility for the accuracy of the translation.

6. Investors are responsible for ensuring the completeness, accuracy, and integrity of the data in the application documents in accordance with this Circular.

7. The deadline for checking the completeness of the application is three working days from the date the State Bank Information System or the State Bank Branch Region receives the application online or from the date the One-Stop Service Unit of the State Bank or the State Bank Branch Region receives the application directly or through postal services.

8. The State Bank or the State Bank Branch Region shall deliver the result of administrative procedures prescribed in this Circular through online methods or postal services or directly at the One-Stop Service Unit of the State Bank or the State Bank Branch Region.

Article 28. Amending and Supplementing Article 9

“Article 9. Documents for Registering Foreign Exchange Transactions Related to Overseas Investment Activities

Documents for registering foreign exchange transactions related to overseas investment activities include:

1. Application form for registering foreign exchange transactions related to overseas investment activities (in accordance with Appendix No. 01 issued together with this Circular).

2. Investment license or Certificate of Overseas Investment or Certificate of Registration of Overseas Investment issued by the competent authority of Vietnam.

3. Approval document or investment permit issued by the competent authority of the receiving country or documentation proving the right to conduct investment activities in the receiving country in compliance with the laws of the receiving country.

4. Confirmation document from the permitted credit institution regarding the opening of the investor's investment capital account, specifying the account number and type of foreign currency.

5. Confirmation document from the permitted credit institution regarding the amount of funds transferred abroad by the investor prior to obtaining the Certificate of Registration of Overseas Investment to meet costs for establishing an investment project abroad, in accordance with the law, for cases where investment capital has been transferred abroad before obtaining the Certificate of Registration of Overseas Investment.”

Article 29. Amending and Supplementing Article 10

“Article 10. Procedure for Implementing the Registration of Foreign Exchange Transactions Related to Overseas Investment Activities

1. Investors must register foreign exchange transactions related to overseas investment activities with the State Bank or the State Bank Branch Region:

a) After having obtained the Investment Registration Certificate from the competent authority and the Investor’s Investment Registration Certificate remains valid according to the law;

b) After the investment activity has been approved or licensed by the competent authority of the receiving country or after the investor has been granted documentation proving the right to conduct investment activities in the receiving country in compliance with the laws of the receiving country;

c) After opening an investment capital account at a permitted credit institution in accordance with Article 5 of this Circular and before transferring investment capital abroad.

2. Investors submit one set of documents for registering foreign exchange transactions related to overseas investment activities as stipulated in Article 9 of this Circular to the State Bank or the State Bank Branch Region in accordance with Article 8 of this Circular.

3. Within seven working days from the date of receipt of complete and valid documents, the State Bank or the State Bank Branch Region sends the investor a confirmation document or a refusal to confirm the registration of foreign exchange transactions related to overseas investment activities. In case of refusal to confirm the registration, the State Bank or the State Bank Branch Region issues a document detailing the reasons.

4. If the documents do not yet meet the conditions for processing, within five working days from the date of receipt of the documents, the State Bank or the State Bank Branch Region issues a document requesting the investor to supplement and complete the documents. The processing time will be recalculated from the date all necessary documents are received.”

Article 30. Amending and supplementing Article 12

“Article 12. Documents for registering changes in foreign exchange transactions related to overseas investment activities

The documents for registering changes in foreign exchange transactions related to overseas investment activities include:

1. Application form for changing foreign exchange transactions related to overseas investment activities (in accordance with Form 02 attached hereto).

2. Confirmation document from the authorized credit institution where the investor has opened a capital investment account regarding the balance on this account; the amount transferred abroad and the amount transferred back to Vietnam up to the time of change occurrence.

3. Adjusted Certificate of Registration for Overseas Investment issued by the competent authority in Vietnam (applicable in cases of changes specified in points a and c, Clause 1, Article 11 of this Circular).”

“Article 13. Procedures for implementing registration procedures for changes in foreign exchange transactions related to overseas investment activities

1. Investors must register changes in foreign exchange transactions related to overseas investment activities with the State Bank of Vietnam or its branch in the Region:

a) Not later than thirty working days from the date the investor receives the adjustment of the Certificate of Registration for Overseas Investment from the competent authority as stipulated in point a, Clause 1, Article 11 of this Circular;

b) After opening a capital investment account in a different foreign currency at an authorized credit institution or after opening an account at another authorized credit institution and before conducting any receipts or payments on the new account as stipulated in point b, Clause 1, Article 11 of this Circular;

c) After receiving the adjustment of the Certificate of Registration for Overseas Investment from the competent authority and before implementing the change content in the case of increasing investment capital by the investor's funds as stipulated in point c, Clause 1, Article 11 of this Circular;

d) After receiving the adjustment of the Certificate of Registration for Overseas Investment from the competent authority and not later than fifteen working days from the date of transferring investment capital back home in the case of reducing investment capital by the investor's funds as stipulated in point c, Clause 1, Article 11 of this Circular;

e) Before implementing the change content in the case stipulated in point d, Clause 1, Article 11 of this Circular.

2. Investors shall submit one set of documents for registering changes in foreign exchange transactions related to overseas investment activities as prescribed in Article 12 of this Circular to the State Bank of Vietnam or its branch in the Region where the foreign exchange transaction registration was confirmed or where the last change registration confirmation was made if the change has already been registered.

3. Within seven working days from the date of receipt of complete and valid documents, the State Bank of Vietnam or its branch in the Region shall send the investor a confirmation document or a refusal to confirm the registration of changes in foreign exchange transactions related to overseas investment activities. In case of refusal to confirm the registration of changes, the State Bank of Vietnam or its branch in the Region shall issue a document specifying the reasons.

4. If the documents do not meet the conditions for processing, within five working days from the date of receipt of the documents, the State Bank of Vietnam or its branch in the Region shall issue a document requesting the investor to supplement and perfect the documents. The processing period will be recalculated from the date all documents are received. If the investor does not complete the perfection of the documents within sixty days from the notification date, the civil servant of the One-Stop Service Unit of the State Bank of Vietnam or its branch in the Region shall implement the closure of the application for confirming the registration of changes in foreign exchange transactions related to overseas investment activities.”.

Article 32. Replacement of Appendices

Replace Appendix No. 01 and Appendix No. 02 issued together with Circular No. 12/2016/TT-NHNN with Appendix No. 01 and Appendix No. 02 of Appendix IV issued together with this Circular.

Article 33. Replacement of Certain Phrases

1. Replace the phrase "Department of Foreign Exchange Management" with the phrase "State Bank of Vietnam Foreign Exchange Management Department" in Clause 4, Article 22, Article 23, and Article 29.

2. Replace the phrase "Department Head" with the phrase "Director" in Article 29.

3. Replace the phrase "State Bank of Vietnam Branch in Province/City" with the phrase "State Bank of Vietnam Regional Branch" in Clause 2, Article 8, Clause 3, Article 18, Article 22, Article 25, Article 26, Article 27, Article 29, Appendix No. 03, Appendix No. 04, and Appendix No. 05.

Chapter V

OF CERTAIN PROVISIONS22/2013/TT-NHNN GUIDELINES ON PROCEDURES FOR REGISTRATION AND CHANGE REGISTRATION CỦA CIRCULAR NUMBER

10/2022/TT-NHNN GUIDELINES ON FOREIGN EXCHANGE MANAGEMENT FOR

THE ISSUE OF BONDS TO THE INTERNATIONAL MARKET BY

NON-GUARANTEED ENTERPRISES

Article 34. Amendment and Supplement to Certain Points and Clauses of Article 4

1. Amend Point a, Clause 1, Article 4 as follows:

“a) Submit online through the National Public Service Portal;”.

2. Amend Clause 4 and Clause 5, Article 4 as follows:

“4. Documents in the paper file shall be handled as follows:

a) The registration form for bond issuance or change in bond issuance must be the original or certified true copy;

b) Agreements or documents signed or issued by the issuer must be the original, certified true copy, notarized copy, or copy confirmed by the issuer regarding the copying from the original;  

6. Applications for the State Bank of Vietnam to confirm registration of foreign loans and recovery of guaranteed debts must be prepared in Vietnamese. In cases where the original documents in the application file are in a foreign language, they must be translated into Vietnamese and the translator's signature must be certified according to Vietnamese law on certification, except in cases where agreements and documents issued or signed by the lender or guarantor are self-translated and confirmed by the lender or guarantor who will bear responsibility for the accuracy of the translation.

5. The application for the State Bank of Vietnam to confirm registration or change in bond issuance must be prepared in Vietnamese. In cases where the original documents are in a foreign language, they must be translated into Vietnamese and the translator's signature must be notarized according to Vietnamese laws on notarization, except for agreements or documents signed or issued by the issuer, which the issuer may self-translate and confirm responsibility for the accuracy of the translation.”.

3. Add Clause 7, Article 4 as follows:

“7. The time limit for checking the completeness of the file is three (03) working days from the date the Information System for Administrative Procedures of the State Bank of Vietnam receives the file via online submission or from the date the One-Stop Service Unit of the State Bank of Vietnam receives the file directly or through postal service.”.

Article 35. Amendment and Supplement to Certain Points of Article 7

1. Amend and supplement Point b, Clause 1, Article 7 as follows:

“b) Within seven (07) working days from the date of receiving a complete and valid file, the State Bank of Vietnam will issue a confirmation letter or reject the confirmation of the issuance limit. If the confirmation is rejected, the State Bank of Vietnam will provide reasons in writing.”.

2. Amend and supplement Point a, Clause 3, Article 7 as follows:

“a) Within nine (09) working days from the date of receiving a preliminary complete and valid file, the State Bank of Vietnam will check the completeness and validity of the file. If further clarification, supplementation, or correction of related contents is required, the State Bank of Vietnam will request the issuer to perfect the issuance registration file;”.

Article 36. Amendment and Supplement to Clause 2 and Clause 3 of Article 11

“2. Within seven (07) working days from the date of receiving the file from the issuer, if additional information is needed to have sufficient basis for confirming or rejecting the registration change, the State Bank of Vietnam will request the issuer to provide necessary documents or information in writing.

3. The State Bank of Vietnam will issue a confirmation or rejection letter for the registration change of international bond issuance within ten (10) working days from the date of receiving a complete and valid file from the issuer. If the registration is rejected, the State Bank of Vietnam will provide reasons in writing.”.

Article 37. Replacement of Appendices and Phrases

1. Replace Appendix 01, Appendix 02, Appendix 03, and Appendix 04 issued together with Circular No. 10/2022/TT-NHNN with Appendix 01, Appendix 02, Appendix 03, and Appendix 04 under Appendix V issued together with this Circular.

2. Replace the phrase "Currency Management Department" with the phrase "Currency Management Bureau" in the basis for issuance, Clause 1, Article 7, Clause 2, Article 8, Clause 2, Article 9, and Article 14.

3. Replace the phrase "Department Head" with the phrase "Bureau Chief" in the basis for issuance and Article 14.

4. Replace the phrase "Bank Inspection and Supervision Agency" with the phrase "Credit Institution Management and Supervision Bureau" in Article 8.

5. Replace the phrase "State Bank Branch at provincial level directly under the Central Government" with the phrase "State Bank Regional Branch" in Article 8.

 

Chapter VI

IMPLEMENTING PROVISIONS

1. This Circular takes effect from January 25, 2026.

2. From the date this Circular takes effect, the following provisions cease to be effective:

a) Point b and point d, Clause 1, Article 1, Clause 1, Article 2, Clause 6, Article 3, Clause 2 and Clause 3, Article 5, Clause 2, Article 11, Article 16, Clause 3, Article 19 of Circular No. 37/2013/TT-NHNN guiding foreign exchange management for lending abroad and recovering guarantees for non-residents;

b) Article 14 and Article 17 of Circular No. 29/2015/TT-NHNN amending and supplementing certain legal documents of the State Bank of Vietnam on the components of the dossier containing certified true copies of documents;

c) Point b, Clause 1, Article 6 and point b, d, Clause 1, Article 13 of Circular No. 10/2016/TT-NHNN guiding certain contents stipulated in Decree No. 135/2015/NĐ-CP dated December 31, 2015 of the Government on indirect investment abroad;

d) Clause 1, Article 4 of Circular No. 15/2019/TT-NHNN amending and supplementing certain legal documents on the dossier and administrative procedures in the field of foreign exchange management;

đ) Clause 2, Clause 8, Article 6 of Circular No. 10/2022/TT-NHNN guiding foreign exchange management for issuing bonds in the international market by enterprises not guaranteed by the Government;

e) Article 3 of Circular No. 24/2022/TT-NHNN amending and supplementing certain articles of Circulars stipulating administrative procedures in the field of foreign exchange management;

g) Clause 8, Clause 10, Article 1, point c, Clause 2, Article 2 of Circular No. 23/2024/TT-NHNN amending and supplementing certain articles of Circular No. 10/2016/TT-NHNN dated June 29, 2016 guiding certain contents stipulated in Decree No. 135/2015/NĐ-CP dated December 31, 2015 of the Government on indirect investment abroad.

Article 39. Transitional Provisions

1. The subject implementing administrative procedures does not need to submit additional components of the dossier that have been abolished or reduced according to this Circular if they were required to submit them before this Circular took effect.

2. In cases where the subject implementing administrative procedures has submitted a complete and valid dossier according to regulations before this Circular took effect, the State Bank or the State Bank Regional Branch will continue to examine and process the administrative procedure according to the provisions of the Circulars in effect at the time of submission of the dossier.

Article 40. Responsibility for Implementation

The heads of units under the State Bank, credit organizations, foreign bank branches, enterprises, cooperatives, and cooperative unions shall be responsible for organizing the implementation of this Circular./.