One of the most important provisions of the circular concerns the registration requirement for foreign loans with a specific term with the State Bank of Vietnam. According to this regulation, credit institutions must register foreign loans with a term of more than 180 days with the Vietnamese State Bank. Specifically, the circular states: “Lenders must register the following foreign loans with the State Bank of Vietnam: Foreign loans with a term of more than 180 days, calculated from the date of the first loan disbursement to the expected date of full loan repayment according to the loan agreement or loan extension agreement.”
In addition, in some cases where a loan with an agreed term of 180 days or less is overdue for a long time, the credit institution must also report the loan to the supervisory authority. The circular stipulates: “Loans granted abroad with an agreed maturity of not more than 180 days but which are actually overdue for 90 days or more from the 180th day after the first disbursement.”
This regulation aims to strengthen the management of foreign loans and assist supervisory authorities in monitoring and controlling the flow of loan capital of domestic credit institutions in cross-border financial transactions. According to the procedures set out in the regulation, lenders must submit the foreign loan application to the State Bank of Vietnam within 30 days of signing the loan agreement or loan extension agreement. Upon receipt of a complete and valid application, the State Bank of Vietnam will review it and issue a written approval or rejection within 15 working days.
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In addition to the obligation to register loans, the circular also sets out the conditions for money transfers in connection with foreign loans. Accordingly, credit institutions are only allowed to pay out funds or collect debts for loans that require registration after the Vietnamese state bank has confirmed the registration. The circular states: “If a loan is subject to registration with the State Bank of Vietnam in accordance with this Circular or the registration changes, all fund transfers, disbursements and collection of debts related to foreign loans may only be carried out after the lender receives confirmation of the registration or registration changes in accordance with this Circular from the State Bank of Vietnam.”
At the same time, banks providing payment transaction services must check documents and records before processing transactions related to foreign loans. The circular clarifies that banks providing payment transaction services are responsible for checking and confirming the accuracy of fund transfer requests (withdrawal, collection) to ensure that fund transfer transactions related to foreign loans and foreign debt collection comply with registration confirmation documents, registration change confirmation documents and foreign exchange regulations.
In addition to the provisions on registration procedures and transaction control, the circular also clearly defines which foreign companies are eligible to raise capital from Vietnamese credit institutions. Accordingly, credit institutions are only allowed to grant loans to certain groups of companies. The circular states: “Credit institutions may only grant loans to the following foreign borrowers: companies established and operating abroad with capital participation of Vietnamese companies; companies founded and operating abroad in which companies in this category hold more than 50% of the shares or capital participation; foreign financial institutions that maintain a payment and settlement relationship with the lender…; the government or a government representative of a country that maintains diplomatic relations with the Socialist Republic of Vietnam…”
The above regulations aim to clearly define the circle of companies that can obtain loans from Vietnamese credit institutions within the framework of international transactions, while ensuring that lending abroad is carried out in accordance with foreign exchange regulations and the state’s capital management policy.
The circular also specifies the currency for foreign loans. Accordingly, payment and repayment of foreign loans can be made in Vietnamese dong or, if agreed between the parties, in a foreign currency. However, lending in Vietnamese dong is only permitted in certain cases. Specifically, the circular states: “Foreign loans in Vietnamese dong are only permitted if the foreign borrower has income in Vietnamese dong or purchases Vietnamese dong from an authorized credit institution in Vietnam to repay the loan.”
In addition to the above conditions, the circular emphasizes that credit institutions must fully comply with the regulations on credit limits and security ratios in banking when granting loans abroad. Specifically, it says: “When granting loans abroad, lenders must ensure compliance with the security quotas and credit limits set out in the Credit Institutions Act and the associated guidelines for their customers.”
For loans subject to registration with the State Bank of Vietnam, the supervisory authority also checks whether the credit institution has complied with security ratios and credit limits in the three months before signing the loan agreement.
Circular 79/2025/TT-NHNN was issued in the context of increasing cross-border financial and investment activities, thereby creating a specific legal framework for foreign lending by credit institutions, while ensuring foreign exchange management and capital flow control in accordance with applicable legislation.
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