Circular No. 80/2025/TT-NHNN Amending and Supplementing Certain Articles of Circular No. 12/2022/TT-NHNN on Foreign Exchange Management for Foreign Borrowing and Repayment by Enterprises

CIRCULAR

Amending and supplementing certain articles of Circular No.12/2022/TT-NHNNguiding foreign exchange management for foreign borrowing and repayment by enterprises 

On the basis of the Law on the State Bank of Vietnam No. 46/2010/QH12

On the basis of the Law on Credit Organizations No. 32/2024/QH15 amended and supplemented by Law No. 96/2025/QH15 

On the basis of the Decree Exchange Control Ordinance No. 28/2005/PL-UBTVQH11Amended and supplemented by the Decree Exchange Control Ordinance No. 06/2013/UBTVQH13;

On the basis of the Government's Decree No. 219/2013/NĐ-CP on the management of foreign borrowing and repayment by enterprises not guaranteed by the Government;On the basis of the Government's Decree No. 26/2025/NĐ-CP stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;At the proposal of the Director of the Foreign Exchange Management Department;The Governor of the State Bank of Vietnam promulgates this Circular amending and supplementing certain articles of Circular No. 12/2022/TT-NHNN guiding foreign exchange management for foreign borrowing and repayment by enterprises.;

Article 1.Amending and supplementing Article 7 "Article 7. Principles for establishment, submission, receipt, and issuance of results of application dossier1. The borrower shall submit one set of dossier to implement administrative procedures according to this Circular through one of the following three methods:a) Submitting directly at the One-Stop Service Window of the State Bank;b) Sending via postal service;c) Submitting online through the National Public Service Portal.;

In case the National Public Service Portal encounters technical issues or errors that prevent it from receiving, exchanging electronic information, the submission of dossiers, receipt, issuance of results, exchange, and feedback of information shall be conducted via postal service or directly at the One-Stop Service Window of the State Bank.

2. When submitting dossiers online through the National Public Service Portal, the electronic dossier must use digital signatures or specialized electronic signatures ensuring security in accordance with the laws on electronic transactions and administrative procedures in the electronic environment.        

3. Documents in the electronic dossier are electronic files in ".PDF" format scanned from original or authentic copies, except for forms filled out on the National Public Service Portal. The name of the electronic file must correspond to the type of document as prescribed.

4. Documents in the paper dossier must be certified true copies or copies confirmed by the borrower regarding the reproduction from the original.

5. For original dossiers in a foreign language, they must be translated into Vietnamese and the translator's signature must be authenticated according to Vietnamese laws on authentication, except for documents such as agreements or texts issued by the borrower, which the borrower can self-translate and confirm, bearing full responsibility under the law for the accuracy of the Vietnamese translation compared to the original foreign language version.6. The receipt of dossiers shall be carried out in accordance with the current laws on administrative procedures under the one-stop service mechanism at the One-Stop Service Window and the National Public Service Portal and the provisions of this Circular.

7. Staff members at the One-Stop Service Window of the State Bank shall notify officially about the receipt or request for corrections and supplements to the dossier for organizations and individuals no later than three working days from the date of receipt of the dossier according to the submission methods prescribed in Clause 1 of Article 7 of this Circular. The notification shall be sent to the organization or individual's account on the National Public Service Portal or through the email function or automatic SMS function of the National Public Service Portal.

8. The State Bank shall issue the result of administrative procedure resolution to organizations and individuals through electronic documents online or through paper documents via postal service or directly at the One-Stop Service Window of the State Bank."

Article 2.

Amending and supplementing,

abolishing

certain clauses of Article 8

1. Amending and supplementing Clause 2 as follows:

"2. The use of the Electronic Website to report the implementation of foreign loans shall be carried out in accordance with this Circular and the guidance documents published on the Electronic Website."

2. Abolishing Clause 3.

Article 3.

Abolishing Article 10

Article 4.

Amending and supplementing

Clause 3 of Article 11"3. Short-term loans without an agreement to extend but still have outstanding principal (including accrued interest capitalized) at the end of one year from the first withdrawal date; except in the case where within thirty working days from the end of one year from the first withdrawal date, the borrower completes the full payment of the outstanding principal, including converting the entire outstanding principal into shares or capital contribution of the lender at the borrower or the borrower is exempted from the obligation to repay the outstanding principal."Article 5.Amending and supplementing,

abolishing

certain clauses of Article 15

1. Amending and supplementing Clause 1 as follows:

"1. Preparing the Application Form for foreign loans not guaranteed by the Government:a) For cases where the borrower chooses to submit the dossier online on the National Public Service Portal: the borrower fills in the Application Form for foreign loans available on the National Public Service Portal and submits it online;

b) For cases where the borrower does not choose to submit the dossier online: the borrower completes the Application Form for foreign loans according to Appendix I attached to this Circular."2. Amending and supplementing Clause 3 as follows:"3. The State Bank shall issue a confirmation letter or reject the registration of the loan (with clear reasons) within ten working days from the date the borrower's dossier is fully and properly received. The Model Confirmation Letter for Registration of Foreign Loans Not Guaranteed by the Government is provided in Appendix II attached to this Circular.

If the dossier does not meet the conditions for processing, within seven working days from the date of official receipt of the dossier, the State Bank shall issue a letter requesting the borrower to supplement and clarify the contents in accordance with this Circular. After sixty days from the date of the request for supplementation and clarification, if the borrower fails to complete the dossier, the State Bank shall close the dossier on the Administrative Procedure Information System in accordance with the laws on administrative procedures under the one-stop service mechanism at the One-Stop Service Window and the National Public Service Portal."

3. Abolishing Clause 4.Amending and supplementing, abolishingcertain clausesofArticle 15

1. Amending and supplementing Clause 1 as follows:

"1. Preparing the Loan Application for foreign loans not guaranteed by the Government:

a) In cases where the borrower chooses to submit the application through the National Public Service Portal online: the borrower directly fills out the Loan Application for foreign loans on the National Public Service Portal and submits it online;

b) In cases where the borrower does not choose to submit the application online: the borrower completes the Loan Application for foreign loans according to Appendix I issued together with this Circular."

2. Amending and supplementing Clause 3 as follows:

"3. The State Bank shall issue a confirmation letter or a refusal to confirm the loan registration (with reasons stated therein) within 10 working days from the date when the borrower's application is fully and properly received. The Model Confirmation Letter for the Registration of Foreign Loans Not Guaranteed by the Government is set forth in Appendix II issued together with this Circular.

In cases where the application does not meet the conditions for processing, within 7 working days from the date of officially receiving the application, the State Bank shall issue a letter requesting the borrower to supplement and clarify the contents in accordance with this Circular. If the borrower fails to complete the supplementary work within 60 days from the date of issuance of the request letter, the State Bank shall close the application on the Information System for Administrative Procedures in accordance with the laws on administrative procedures under the One-Stop Shop mechanism at the One-Stop Service Center and the National Public Service Portal."

3. Abolishing Clause 4.

Article 6.Amending, supplementing, abolishing some clauses ofArticle 16

1. Abolish Clause 2, Clause 5 and Clause 7.

2. Amend and supplement Clause 4 as follows:

“4. Documents regarding foreign loan agreements. The borrower selects to submit one of the following documents:

a) A copy in the foreign language and a Vietnamese translation of the foreign loan agreement and the short-term loan extension agreement to medium- and long-term loans (if any); or

b) A summary of the foreign loan agreement including at least the following contents: the amount borrowed; the drawdown period; interest rates, penalty interest rates, fees applicable to the foreign loan; the loan term; the form of drawdown and repayment; security measures and other financial commitments between the borrower and the lender, other agreed contents related to the forms of drawdown or repayment of the foreign loan (if any). The summary must include references to the article, clause, point in the loan agreement corresponding to the summarized content. The summary must be signed, stamped, and committed by a legally authorized representative of the borrower to ensure that the summarized content is accurate and consistent with the content in the foreign loan agreement.”

3. Amend and supplement the heading of Clause 8 as follows:

“8. Confirmation document from the bank providing account services issued within 10 working days before the date of submitting the loan registration dossier on the situation of drawdown, principal and interest repayment up to the date when the bank providing account services issues the confirmation document (applicable to borrowers who open foreign loan accounts and repayment accounts at the bank providing account services) in the following cases:”

Article 7.Amending, supplementing somepoints ofClause 2 Article 17

1. Amend and supplement Point b as follows:

“b) Change of the borrower's address but does not change the province or city where the borrower’s main office is located, change of the borrower's address due to administrative unit reorganization (at the commune, ward, province, city level) in cases where the borrower is not a credit institution or a foreign bank branch; change of the main office address of the borrower in cases where the borrower is a credit institution or a foreign bank branch. The borrower is responsible for updating the changed address on the Electronic Website;”

2. Amend and supplement Point d as follows:

“d) Change of the interest and fee payment plan for the foreign loan compared to the plan already confirmed by the State Bank in the registration confirmation document or the changed loan registration confirmation document without changing the interest and fee calculation method stipulated in the foreign loan agreement; or the lender waives the borrower's obligation to pay interest and fees. The borrower is responsible for preparing a table of interest and fees payable to provide the bank providing account services with a basis for inspection and monitoring when transferring funds;”

3. Supplement Point h after Point g as follows:

“h) Change in the amount of principal repayment due to the lender forgiving the principal debt, the guarantor fulfilling the guarantee obligation, or the parties implementing the collateral asset disposal to settle obligations according to the guarantee agreements and loan agreements.”

Article 8.Amending, supplementing, abolishing some clauses ofArticle 18

1. Amend and supplement Clause 1 as follows:

“1. Prepare the Application for Registration of Foreign Loan Changes Not Guaranteed by the Government:

a) For cases where the borrower chooses to submit the dossier through the National Public Service Portal: the borrower directly fills in the information on the Application for Registration of Foreign Loan Changes published on the National Public Service Portal and submits it online;

b) For cases where the borrower does not choose to submit the dossier online: the borrower completes the Application for Registration of Foreign Loan Changes according to Appendix III promulgated together with this Circular.”

2. Amend and supplement Clause 3 as follows:

“3. The State Bank will issue a confirmation or rejection letter for the registration of foreign loan changes (with reasons stated) within 10 working days from the date the borrower's dossier is fully and properly received.

In cases where the dossier does not meet the conditions for processing, within 7 working days from the date of officially receiving the dossier, the State Bank will issue a letter requesting the borrower to supplement and clarify the contents according to this Circular. After 60 days from the issuance of the request for supplementation and clarification, if the Borrower fails to complete the dossier, the State Bank will close the dossier on the Administrative Procedure Information System in accordance with the laws on administrative procedures under the one-stop shop mechanism at the One-Stop Shop Office and the National Public Service Portal.”

3. Abolish Clause 4.

Article 9.Amending, supplementing, abolishing some clauses of Article 19

1.  Abolish Clause 5.

2.  Amend and supplement Clause 6 as follows:

“6. Confirmation document from the bank providing account services issued within 10 working days before the date of submitting the dossier for registration of foreign loan changes regarding the situation of drawdown, repayment (principal and interest) up to the date the bank providing account services issues the confirmation document for cases of changing the loan amount, drawdown plan, repayment plan, or changing the bank providing account services.

In cases where the borrower cannot provide the confirmation document from the bank providing account services as prescribed in this clause because the bank providing account services has closed or suspended operations before the borrower switches to another bank providing account services and/or the drawdown and repayment of the foreign loan fall under the cases of drawdown and repayment not required to be conducted through foreign loan and repayment accounts as stipulated in Article 34 of this Circular, the borrower may choose to provide other documents as prescribed in Point d Clause 8 of Article 16 of this Circular.”.”

Article 10.Article 10.

Amending, supplementing some clauses of Article 20

1. Amend and supplement Clause 1 as follows:

“1. The competent authority for confirming registration and registration of foreign loan changes (referred to as the Competent Authority in this Circular) is:

a) The State Bank (Department of Foreign Exchange Management): for loans with an amount exceeding 20 million USD (or equivalent currency);

b) The State Bank Branch in the Region where the borrower’s main office is located: for loans with an amount up to 20 million USD (or equivalent currency).”

2. Amend and supplement Clause 2 as follows:

“2. In cases where the increase or decrease in the loan amount, change in the loan currency, change in the borrower's main office location, or change in the borrower to a business entity with a main office in another province or city results in a change in the Competent Authority for confirming the registration of foreign loan changes as prescribed in Clause 1 of this Article:

a) The borrower is responsible for submitting the foreign loan change registration dossier to the new competent authority for administrative procedure handling as prescribed in Clause 1 of this Article;

Article 11.Amending and supplementing certain clauses of Article 28

1. Amending and supplementing the name of Article 28 as follows:

"Article 28. Contents of receipts and payments on foreign loan accounts denominated in foreign currency"

2. Amending and supplementing the caption of Article 28 as follows:

"Foreign loan accounts denominated in foreign currency shall only be used to implement transactions related to foreign loans as follows:"

3. Amending and supplementing Point b Clause 1 as follows:

"b) Receipts from purchasing foreign currency from authorized credit institutions for transferring funds to repay principal, interest, and fees of foreign loans or to repay receivables, interest, and fees arising from receivables between the borrower and the guarantor who is a non-resident or resident permitted to receive foreign currency under current laws;"

4. Amending and supplementing Point b Clause 2 as follows:

"b) Payments transferred abroad to settle various types of fees as agreed in the loan agreement;"

5. Amending and supplementing Point d Clause 2 as follows:

"d) Payments for selling foreign currency to authorized credit institutions, including payments for selling foreign currency to fulfill the obligation to repay foreign loans in Vietnamese dong as stipulated in this Circular;"

6. Supplementing Point i after Point h Clause 2 as follows:

"i) Payments to refund receivables, interest, and fees arising from receivables according to this Circular to the guarantor who is a non-resident or resident permitted to receive foreign currency under current laws."

Article 12.Amending and supplementing certain clauses of Article 29

1. Amending and supplementing the name of Article 29 as follows:

"Article 29. Contents of receipts and payments on foreign loan accounts denominated in Vietnamese dong"

2. Amending and supplementing the caption of Article 29 as follows:

"Foreign loan accounts denominated in Vietnamese dong shall only be used to implement transactions related to foreign loans as follows:"

3. Amending and supplementing Point c Clause 1 as follows:

"c) Receipts from transfers from the Vietnamese dong-denominated settlement account of the borrower; or receipts from selling foreign currency to authorized credit institutions;"

4. Amending and supplementing Point a Clause 2 as follows:

"a) Payments transferred to the Vietnamese dong-denominated settlement account of the lender to settle debts (principal, interest) of the loan as stipulated in this Circular;"

5. Amending and supplementing Point c Clause 2 as follows:

"c) Payments to settle receivables and interest, fees arising from receivables between the borrower and the guarantor according to Chapter V of this Circular;"

6. Supplementing Point g after Point e Clause 2 as follows:

"g) Payments to repay debt to the lender in cases where the foreign loan does not meet the conditions for registration confirmation; registration confirmation documents, registration change confirmation documents are terminated due to fraudulent information or forged documents according to this Circular."

Article 13.Amending and supplementing certain clauses of Article 30

1. Amending and supplementing Clause 3 as follows:

"3. The lender's use of non-resident foreign currency accounts at credit institutions, branches of foreign banks in Vietnam to disburse and recover loans must comply with the provisions of the law on restrictions on the use of foreign exchange on Vietnamese territory."

2. Amending and supplementing Clause 4 as follows:

"4. In cases of opening and using accounts on Vietnamese territory, the lender has the responsibility to comply with the provisions of the law on the opening and use of non-resident accounts at credit institutions, branches of foreign banks in Vietnam to implement transactions related to foreign loans."

Article 14.Amending and supplementing certain clauses of Article 32

1. Amending and supplementing Clause 3 as follows:

"3. The borrower may only receive loan disbursements and transfer repayment (principal, interest) of the loan from the lender's account, representatives of the lenders, or the agency bank of the lenders (applicable to syndicated loans or loans using an agency bank according to the loan agreement) or intermediary organizations in cases of early repayment of foreign debt through the purchase of bonds before maturity according to the terms and conditions of the bonds and the regulations of the market where international bonds are listed and traded."

2. Amending and supplementing Clause 5 as follows:

"5. The borrower uses the bank providing account services to transfer repayment funds into the Vietnamese dong-denominated settlement account of the lender opened at credit institutions, branches of foreign banks in Vietnam in the following cases:

a) The loan falls within the scope of registration as prescribed in Clause 2, Clause 3 Article 11 of this Circular but does not meet the conditions for registration confirmation. The exchange rate applied to determine the amount in Vietnamese dong to be paid to the lender according to this provision is the accounting exchange rate published by the Ministry of Finance or the buying and selling exchange rate of the bank providing account services or other credit institutions, branches of foreign banks in Vietnam at the time of the competent authority's refusal to confirm the registration of the foreign loan or the time of repayment. The borrower and the lender agree in writing on the applicable exchange rate to present when requested by the competent authority or credit institution, branch of a foreign bank in Vietnam;

b) Foreign loans still have outstanding balances but the registration confirmation document, registration change confirmation document is terminated due to fraudulent information or forged documents. The exchange rate applied to determine the amount in Vietnamese dong to be paid to the lender according to Clause 4 Article 24 of this Circular;

c) Foreign loans in Vietnamese dong from profits from direct investment activities in Vietnam by the foreign investor lender contributing capital to the borrower."

Article 15.Amending and supplementing Clause 2 of Article 39

"2. The repayment of receivables and interest, fees arising from receivables to the guarantor must be made through foreign loan accounts. If the payment currency for the receivables differs from the currency of the foreign loan account, the borrower may make the repayment through another foreign loan account opened at the same bank providing account services."

Article 16.Amending and supplementing certain clauses of Article 41

1. Amending and supplementing Clause 1 as follows:

"1. Monthly, no later than the fifth day of the following month from the reporting period, the borrower must report online the implementation of short-, medium-, and long-term loans on the Website. In case the Website encounters technical errors preventing the submission of the report, the borrower shall submit the report in writing according to the form attached as Appendix IV to this Circular."

2. Supplementing Clause 4 after Clause 3 as follows:

"4. In cases where the currency of foreign loans differs from the foreign currency types specified in the guidelines for preparing reports, the borrower shall use the latest exchange rate published by the Ministry of Finance at the time of reporting to convert and prepare the report in accordance with the provisions of this Circular."

Article 17.Amending and supplementingcertain clauses ofArticle 46

1. Amending and supplementing Point d of Clause 4 as follows:

"d) Guidelines for creating and using access accounts to use the Website for Borrowers, and public officials under the State Bank branch in the Region involved in managing foreign borrowing and repayment activities not guaranteed by the Government."

2. Supplementing Clause 5 after Clause 4 as follows:

"5. Implementing an assessment and providing the State Bank branch in the Region with opinions on the compliance of Borrowers, which are credit organizations and foreign bank branches, with the legal regulations on gold status according to the State Bank's regulations on conditions for foreign borrowing not guaranteed by the Government within three working days from the date of receipt of the request."

Article 18.Amending and supplementingClause 4 ofArticle 48

"4. Providing an evaluation opinion on the compliance of Borrowers, which are credit organizations and foreign bank branches, with the legal regulations on safety ratios according to the Law on Credit Organizations, within three working days from the date of receipt of the request from the competent authority, in accordance with the State Bank's regulations on conditions for foreign borrowing not guaranteed by the Government."

Article 19.Amendingand supplementingArticle 49

"Article 49. Responsibilities for coordination among units under the State Bank

1. Within three working days from the date of receipt of the request from the competent authority, based on their assigned functions and tasks, units under the State Bank have the responsibility to coordinate in providing evaluation opinions on the compliance of Borrowers, which are credit organizations and foreign bank branches, with the legal regulations on safety ratios in banking operations and credit growth targets according to the State Bank's regulations on conditions for foreign borrowing not guaranteed by the Government.

2. The State Bank Inspectorate will conduct inspections, audits, and administrative penalties within its authority for violations during the implementation of the provisions of this Circular."

Article 20.Amending, replacing,and abolishingthe Appendicesissuedtogether with Circular No. 12/2022/TT-NHNN

1. Replacing Appendix 01 issued together with Circular No. 12/2022/TT-NHNN with Appendix I issued together with this Circular.

2. Replacing Appendix 03 issued together with Circular No. 12/2022/TT-NHNN with Appendix II issued together with this Circular.

3. Replacing Appendix 04 issued together with Circular No. 12/2022/TT-NHNN with Appendix III issued together with this Circular.

4. Replacing Appendix 05 issued together with Circular No. 12/2022/TT-NHNN with Appendix IV issued together with this Circular.

5. Abolishing Appendix 02 issued together with Circular No. 12/2022/TT-NHNN.

Article 21.Amending and replacing certain phrasesinCircular No. 12/2022/TT-NHNN as follows:

1. Replacing the phrase "Currency Management Department" with the phrase "Currency Management Bureau" in Articles 9, 25, 46, 47, 51, and 52.

2. Replacing the phrases "State Bank branch in province/city" and "State Bank branch" with the phrase "State Bank branch in the Region" in Articles 9, 25, 41, 48, and 51.

3. Replacing the phrase "Appendix 05" with the phrase "Appendix IV" in Point b of Clause 2 of Article 9.

Article 22.Effective Date

1. This Circular takes effect from January 25, 2026, except as provided in Clause 2 of this Article.

2. Clause 1 of Article 10 of this Circular takes effect from July 25, 2026.

3. This Circular abolishes the following provisions:

a) Point b, Point c of Clause 4 of Article 21 of Circular No. 08/2023/TT-NHNN dated June 30, 2023, of the Governor of the State Bank of Vietnam regarding conditions for foreign borrowing not guaranteed by the Government;

b) Article 3 of Circular No. 21/2023/TT-NHNN dated December 29, 2023, of the Governor of the State Bank of Vietnam amending and supplementing certain articles of related Circulars concerning business activities within the functions of the State Bank of Vietnam.

Article 23.Responsibility for Implementation

The Director of the Office, Heads of Units under the State Bank, credit organizations, foreign bank branches, enterprises, cooperatives, and cooperative unions are responsible for organizing the implementation of this Circular.

Article 24.Transitional Provisions

1. For loan modification registration files that lead to changes in the competent authority due to changes in content and were received by the State Bank (Currency Management Bureau) or the State Bank branch in the Region before the effective date of this Circular, within two working days from the effective date of this Circular, the receiving authority shall transfer the file to the Competent Authority. The processing time for administrative procedures starts from the date the Competent Authority receives a complete and valid file.

2. Except as provided in Clause 1 of this Article, for loan registration and modification files up to $20 million received by the State Bank (Currency Management Bureau) before July 25, 2026, the Currency Management Bureau will continue to process them according to this Circular. After completing the administrative procedure, within five working days, the Currency Management Bureau will transfer the file to the Competent Authority specified in Point b of Clause 1 of Article 20 of Circular No. 12/2022/TT-NHNN (amended and supplemented by this Circular) for continued monitoring and processing according to the regulations.

3. For loan registration and modification files submitted to the Competent Authority before the effective date of this Circular and still in the process of completion and supplementation, if the required supplementary documents have been abolished or reduced according to Articles 6 and 9 of this Circular, the Borrower does not need to submit the abolished or reduced parts. The Competent Authority is responsible for continuing to review and process the file according to this Circular.

4. For loan registration and modification files fully and properly received by the Competent Authority before the effective date of this Circular, the Competent Authority will continue to examine and confirm the registration and modification of foreign loans according to Circular No. 12/2022/TT-NHNN amended and supplemented by Circulars No. 08/2023/TT-NHNN and No. 21/2023/TT-NHNN.