Circular No. 81/2025/TT-NHNN on the discounting activities of credit institutions and foreign bank branches for customers

CIRCULAR

REGULATIONS ON THE DISCOUNT ACTIVITIES OF CREDIT ORGANIZATIONS AND FOREIGN BANK BRANCHES FOR CUSTOMERS

foreign bank 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;

Pursuant to the Law on Transferable Instruments No. 49/2005/QH11;

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

At the proposal of the Director of the Monetary Policy Department;

The Governor of the State Bank of Vietnam hereby promulgates this Circular regulating the discount activities of credit organizations and foreign bank branches for customers.

Article 1. Scope of Regulation

This Circular regulates the discount activities of credit organizations and foreign bank branches (hereinafter referred to as credit organizations) for customers.

Article 2. Applicability

1. Credit organizations that may carry out discount activities include:

a) Commercial banks;

b) Comprehensive financial companies;

c) Specialized financial companies (excluding leasing financial companies);

d) Cooperative banks;

e) Foreign bank branches.

2. Discount customers are the beneficiaries of transferable instruments permitted to trade in Vietnam and the holders of securities issued within the territory of Vietnam (hereinafter referred to as customers), including:

a) Domestic organizations (excluding credit organizations) and domestic individuals;

b) Foreign legal entities and individuals legally operating and residing in Vietnam, having civil capacity according to the Civil Code No. 91/2015/QH13 regarding the civil capacity of foreign legal entities and individuals.

Article 3. Explanation of Terms

In this Circular, the following terms shall be understood as follows:

1. Discount agreement is a written agreement between a credit organization and a customer to establish, change, or terminate the rights and obligations of the parties concerning the discount.

2. Remaining term of the transferable instrument or other security is the period from the date the credit organization accepts the discount of the transferable instrument or other security to the due date for full payment of the amount recorded on such instrument or security.

3. Discount period is the time from the day following the date the credit organization accepts the discount of the transferable instrument or other security to the date the customer must fulfill the obligation to repurchase or to the due date for full payment of the amount recorded on such instrument or security.

4. Discount price is the amount of money paid by the credit organization to the customer when performing the discount.

5. Plan for using the discounted funds is a collection of information about the use of the discounted funds by the customer, which must include: The amount requested for discount; purpose of using the discounted funds; proposed discount period; financial capability to repurchase the transferable instrument or other security when performing the discount under the deferred purchase method or to fully repay the discounted amount, discount interest, and related fees when performing the discount under the non-recourse purchase method as agreed in the discount agreement.

Article 4. Principles of Discount

Credit organizations conducting discount activities for customers must ensure the following principles:

1. To comply with the agreements between the credit organization and the customer, consistent with the provisions of the Law on Credit Organizations No. 32/2024/QH15 amended and supplemented by Law No. 96/2025/QH15 (hereinafter referred to as Law No. 32/2024/QH15), the Law on Transferable Instruments No. 49/2005/QH11, this Circular, and relevant laws.

2. Customers must use the discounted funds for lawful purposes as committed, ensuring financial capability to repurchase the transferable instrument or other security when performing the discount under the deferred purchase method or to fully repay the discounted amount, discount interest, and related fees when performing the discount under the non-recourse purchase method as agreed in the discount agreement, in accordance with the law.

3. Credit organizations must conduct discount approval in accordance with the principle of responsibility division between the appraisal stage and the decision-making stage.

4. Credit organizations must consider and decide on discount activities to ensure safety, full recovery, and timely repayment of the discounted amount, discount interest, and related fees as agreed in the discount agreement, in accordance with the law.

5. Credit organizations and customers must agree in the discount agreement on the prepayment of the discounted amount, charging or not charging fees when the customer makes a prepayment.

6. When carrying out discount activities on transferable instruments or other securities with a face value payable in foreign currency, the credit organization and the customer must ensure compliance with the provisions of this Circular, regulations on foreign exchange management, and relevant laws.

7. When carrying out discount activities on transferable instruments involving foreign elements, the parties involved in the discount activity of the transferable instrument may agree to apply commercial practices as prescribed by Law No. 32/2024/QH15, Law No. 49/2005/QH11, and relevant laws.

Article 5. Types of negotiable instruments and other valuable papers subject to discounting

1. Credit institutions may choose to discount the following negotiable instruments:

a) Promissory notes for payment;

b) Promissory notes for acceptance;

c) Cheques;

d) Other types of negotiable instruments subject to discounting as prescribed by law.

2. Credit institutions may choose to discount the following other valuable papers:

a) Bank of Vietnam bills;

b) Government bonds;

c) Government-guaranteed bonds;

d) Local government bonds;

đ) Deposit certificates, bonds issued by credit institutions in accordance with the law;

e) Bonds issued by other organizations and subject to discounting as prescribed by law.

Article 6. Conditions for negotiable instruments and other valuable papers to be accepted for discounting by credit institutions

1. Negotiable instruments accepted for discounting by credit institutions must meet the following conditions:

a) Legally issued in accordance with Vietnamese law, the law of the issuing country, or international trade practices established by the International Chamber of Commerce, or other trade practices not contrary to the fundamental principles of Vietnamese law;

b) Lawfully owned by the customer; at the time of discounting, there must be no disputes and they must not be used to secure other obligations;

c) The negotiable instrument does not bear the phrase "Not transferable", "Prohibited from transfer", "Not payable on order" or similar phrases;

d) Not yet due for full payment of the amount stated on the negotiable instrument;

đ) Intact, without erasures or alterations.

2. Other valuable papers accepted for discounting by credit institutions must meet the following conditions:

a) Legally issued in accordance with Vietnamese law;

b) Lawfully owned by the customer; at the time of discounting, there must be no disputes and they must not be used to secure other obligations;

c) Permitted to be traded (purchase, sale, gift, donation, exchange, transfer, pledge, guarantee, and other lawful transactions) in accordance with the law;

d) Not yet due for full payment of the amount stated on the other valuable paper.

đ) Intact, without erasures or alterations.

Article 7. Currency for Discounting

1. For negotiable instruments and other valuable papers payable in Vietnamese dong, the currency for discounting shall be Vietnamese dong.

2. For negotiable instruments and other valuable papers payable in foreign currency, credit institutions and customers shall proceed as follows:

a) Discounting in the foreign currency specified on the negotiable instrument or other valuable paper for customers permitted to collect and use foreign currency within Vietnam under foreign exchange management laws, or customers using the discounted funds to conduct transactions where the transaction currency must be foreign currency as prescribed by law.

b) Discounting in Vietnamese dong for customers not permitted to collect and use foreign currency within Vietnam under foreign exchange management laws, or customers requiring discounting in Vietnamese dong.

Article 8. Currency for Repurchasing Negotiable Instruments and Other Valuable Papers Upon Expiration of the Discount Period Under the Term Purchase Method

1. For negotiable instruments and other valuable papers discounted in Vietnamese dong, the repurchase currency shall be Vietnamese dong.

2. For negotiable instruments and other valuable papers discounted in foreign currency, the repurchase currency shall be the foreign currency or converted into Vietnamese dong at the agreed exchange rate.

Article 9. Methods of Discounting

Credit institutions and customers may agree and select the following discounting methods:

1. Term purchase of negotiable instruments and other valuable papers refers to the credit institution purchasing and transferring ownership of negotiable instruments and other valuable papers that have not reached their full payment due date from the customer, while the customer commits to repurchasing the negotiable instruments and other valuable papers after a period determined in the discounting contract.

2. Purchase with retention of right to reclaim for negotiable instruments and other valuable papers refers to the credit institution purchasing and taking ownership of negotiable instruments and other valuable papers that have not reached their full payment due date from the customer; the customer must be responsible for refunding the discount amount, discount interest, and related fees according to the agreement in the discounting contract if the credit institution does not receive full payment from the party responsible for paying the negotiable instrument or the issuer of the other valuable paper.

Article 10. Price, term, discount rate, and related fees

1. The discount price shall be agreed upon between the credit institution and the customer in the discounting contract based on the payment value at maturity, the level of risk of the transferable instrument, the value of other securities, the discount rate, the remaining term of the transferable instrument and other securities, and other factors.

2. The discount term shall be agreed upon between the credit institution and the customer in the discounting contract but shall not exceed the remaining payment term of the transferable instrument and other securities; for other securities issued by another credit institution, the maximum discount term shall be less than one year.

3. Discount rate:

a) The credit institution and the customer shall agree in the discounting contract on an appropriate discount rate in accordance with the provisions of the law;

b) The interest rate applied to overdue discounted amounts shall be agreed upon between the credit institution and the customer in the discounting contract but shall not exceed 150% of the discount rate applied during the discount period;

c) The interest rate applied to late interest payments shall be agreed upon between the credit institution and the customer in the discounting contract but shall not exceed 10% per annum calculated on the outstanding interest balance corresponding to the period of delay;

d) In case the discount amount is in foreign currency, the credit institution and the customer shall agree in the discounting contract to collect discount interest in foreign currency or convert it into Vietnamese dong according to the agreed exchange rate.

4. Types of fees related to discounting activities shall be agreed upon between the credit institution and the customer in the discounting contract in accordance with the provisions of the law.

Article 11. Discounting Contract

The discounting contract shall be established in writing; in case of an electronic contract, it shall comply with the provisions of the law on electronic transactions. The discounting contract shall include at least the following main contents:

1. Name and address of the discounting credit institution.

2. Full name, address, personal identification number or passport number for individual customers; name, business registration code or identification number of the organization, or electronic identification code of the organization, headquarters address, legal representative for organizational customers.

3. Main information of the transferable instruments and other securities being discounted.

4. Discount price, purpose of using the discounted amount, discount currency, repurchase currency, discount term, discount rate, related fees, rights and obligations of the parties, circumstances for early termination of the discounting contract, handling of breach of contract.

5. Other contents agreed upon by the parties in compliance with the provisions of the law.

Article 12. Procedures for Discounting Transferable Instruments and Other Securities

1. When the customer requests discounting, the credit institution must require the customer to provide documents and data as stipulated in Clause 2 of this Article. The credit institution shall assess and evaluate the legality of the purpose of using the discounted amount, the financial capability of the customer, and the payment ability of the transferable instrument and other securities to make a decision to carry out the discounting activity.

2. Upon request from the credit institution, the customer must provide the credit institution with:

a) Documents and data proving the customer's financial capability, feasible plan for using the discounted amount, lawful purpose of using the discounted amount; documents and data proving that the transferable instrument and other securities meet the conditions for discounting as stipulated in this Circular; other documents and data as guided by the credit institution;

b) Information about related persons of the customer as stipulated in Clause 24, Article 4 of Law No. 32/2024/QH15 in cases specified in Clause 5 of this Article.

Information about related persons who are individuals includes: full name; personal identification number; nationality, passport number, date and place of issuance for foreigners; relationship with the customer.

Information about related persons who are organizations includes: name, business registration code, headquarters address of the enterprise, business registration certificate number or equivalent legal document, legal representative, relationship with the customer.

3. When the credit institution agrees to discount for the customer, the customer shall immediately transfer the transferable instrument and complete the procedures for transferring ownership of other securities to the credit institution in accordance with the law.

4. In case of discounting through a term purchase method, when the customer fulfills the commitment to repurchase the transferable instrument and other securities, the credit institution shall immediately transfer them and complete the procedures for transferring ownership of the transferable instrument and other securities to the customer in accordance with the law.

5. The provision at point b, Clause 2 of this Article applies in the following cases:

a) At the time of requesting discounting at a commercial bank, cooperative bank, or foreign bank branch, if the total outstanding credit balance of the customer (including the amount requested for discounting) is greater than or equal to 0.1% of the commercial bank's, cooperative bank's, or foreign bank branch's own capital at the end of the most recent working day;

b) At the time of requesting discounting at a comprehensive finance company or specialized finance company, if the total outstanding credit balance of the customer (including the amount requested for discounting) is greater than or equal to 0.5% of the comprehensive finance company's or specialized finance company's own capital at the end of the most recent working day;

c) In case the credit institution has negative own capital, the ratios above shall be determined based on the charter capital for commercial banks, comprehensive finance companies, specialized finance companies, and cooperative banks; or authorized capital for foreign bank branches.

6. The sequence and procedures for discounting transferable instruments and other securities shall be specifically defined in internal regulations on discounting activities of credit institutions.

Article 13. Electronic discounting activities

1. Credit organizations and customers may choose to implement electronic discounting activities (hereinafter referred to as electronic discounting activities). The implementation of electronic discounting activities must comply with the provisions of this Circular; laws on anti-money laundering; electronic transactions; personal data protection; online service provision safety and security in the banking industry, and other relevant laws.

2. Credit organizations shall independently decide on measures, forms, and technologies for implementing electronic discounting activities throughout the entire process or at specific stages of business operations in accordance with legal regulations, bear responsibility for any risks arising (if any), and ensure the following minimum requirements:

a) Measures, forms, and technologies selected by credit organizations must ensure compliance with regulations on safety and security as stipulated by the State Bank.

b) Apply electronic transaction authentication methods to confirm customer approval when conducting electronic transactions during the implementation of electronic discounting activities in accordance with legal provisions.

c) In cases where electronic means are used to identify and verify customer information when establishing a relationship with a credit organization for the first time, the credit organization must perform identification and verification of customer information as required by the State Bank's regulations on opening and using payment accounts at service providers.

d) If a customer has established a relationship with a credit organization and completed customer identification and verification, the credit organization may determine measures, forms, and technologies to verify customer information for electronic discounting activities that are consistent with known customer information.

đ) Maintain and preserve all documentation, information, and data related to customer identification during the implementation of electronic discounting activities. Information and data must be stored securely and confidentially, backed up, ensuring the completeness and integrity of the data to serve customer verification work during the implementation of electronic discounting activities; resolving inquiries, complaints, disputes, and providing information upon request from competent authorities. Storage and preservation periods shall be carried out in accordance with legal provisions on anti-money laundering and electronic transactions.

e) Conduct inspections and evaluations of the level of safety and security of measures, forms, and technologies, and temporarily suspend service provision to upgrade, modify, and improve in case of signs of insecurity.

g) Assign specific responsibilities to individuals and departments in building, setting up, and operating information systems serving the appraisal and decision-making on credit provision in electronic discounting activities. In case of risk occurrence, credit organizations must have mechanisms to identify individual and departmental responsibilities and promptly address issues and risks to ensure effectiveness and security during the implementation of electronic discounting activities.

3. Information systems implementing electronic discounting activities must comply with regulations on ensuring information system safety level 3 or higher according to legal provisions on ensuring information system safety levels and the State Bank's regulations on information system safety in banking operations.

Article 14. Rights and Obligations of Customers

1. Customers have the right:

a) To select credit organizations to request discounting of transferable instruments and other negotiable instruments;

b) To refuse requests from credit organizations that do not conform to the agreement in the discounting contract and legal provisions;

c) To reclaim transferable instruments and other negotiable instruments from credit organizations according to the agreement in the discounting contract;

d) To repurchase transferable instruments and other negotiable instruments before the discounting maturity date if accepted by the credit organization;

đ) Other rights as prescribed by law.

2. Customers have the obligation:

a) To fulfill all contents agreed upon in the discounting contract;

b) To provide information, documents, and data as stipulated in Clause 2, Article 12 of this Circular;

c) To bear legal responsibility for the legality of transferable instruments and other negotiable instruments discounted at credit organizations;

d) To provide truthful, accurate, complete, and timely information, documents, and data, and to bear responsibility for providing such information, documents, and data;

đ) Other obligations as prescribed by law.

Article 15. Rights and Obligations of Credit Institutions

1. Credit institutions have the following rights:

a) To request customers to provide information, documents, and data as stipulated in Clause 2, Article 12 of this Circular;

b) Credit institutions have the right to terminate the discounting process and recover the discounted amount before the discounting deadline if they discover that the customer has provided false information or violated the discounting contract;

c) Credit institutions have the right to inspect and supervise the use of the discounted funds by customers;

d) Other rights as prescribed by law.

2. Credit institutions have the following obligations:

a) To fulfill all contents agreed upon in the discounting contract;

b) To handle procedures and implement the transfer of negotiable instruments, ownership transfer of other securities to customers in accordance with Law No. 49/2005/QH11 and relevant laws when customers fully pay the discount amount, discount interest, and related fees as agreed in the discount contract;

c) To manage and use negotiable instruments and other securities in accordance with the law;

d) Credit institutions must issue internal regulations to implement discounting activities, including electronic discounting, in compliance with this Circular, Law No. 32/2024/QH15, and relevant laws;

đ) Other obligations as prescribed by law.

Article 16. Implementation

The heads of units under the State Bank of Vietnam, credit institutions, and foreign bank branches are responsible for implementing this Circular.

Article 17. Effective Date

1. This Circular takes effect from March 2, 2026.

2. Circular No. 04/2013/TT-NHNN on the discounting of negotiable instruments and other securities by credit institutions and foreign bank branches for customers, and Circular No. 21/2016/TT-NHNN amending and supplementing certain provisions of Circular No. 04/2013/TT-NHNN on the discounting of negotiable instruments and other securities by credit institutions and foreign bank branches for customers shall cease to be effective from the date this Circular takes effect.

Article 18. Transitional Provisions

For discount contracts signed before the effective date of this Circular, credit institutions and customers shall continue to perform the contents of the signed discount contracts in accordance with the laws in effect at the time of signing the discount contract. In case of amendments and supplements to the discount contract, the amended and supplemented contents must comply with this Circular and relevant laws.