Foreign Loan Registration in Vietnam

(Procedures, Requirements and SBV Approval)

Foreign loan registration in Vietnam is a mandatory compliance requirement for medium- and long-term loans, as well as certain short-term loans, as prescribed by Vietnamese law. Properly executing these procedures helps enterprises comply with foreign exchange management regulations, mitigate legal risks, and facilitate the smooth withdrawal of capital and debt repayment. In this article, Viet An Law provides a detailed guide to the legal framework, mandatory registration requirements, dossiers, procedures, and key points for overseas loan registration in Vietnam, in accordance with the latest regulations.

Quick summary of foreign loan registration procedures

Legal regulations on Foreign Loan Registration in Vietnam

According to Clause 1, Article 3 of Circular No. 12/2022/TT-NHNN (as amended and supplemented by Circular No. 80/2025/TT-NHNN) guiding the foreign exchange management for the borrowing and repayment of foreign loans by enterprises, “foreign loan” is a collective term referring to:

• Foreign loans not guaranteed by the Government;
• Foreign loans guaranteed by the Government;

Foreign loans are represented in any form of foreign borrowing through loan contracts, deferred payment import contracts, loan entrustment contracts, financial lease contracts, or the issuance of debt instruments on the international market by the borrower.

Foreign loans subject to mandatory registration in Vietnam

Under Article 11 of Circular No. 12/2022/TT-NHNN, amended by Circular No. 19/2024/TT-NHNN and Circular No. 80/2025/TT-NHNN, the following foreign loans must be registered with the State Bank:

• Medium and long-term foreign loans, except for foreign loans arising from the letter of credit (L/C) issuance operations of credit institutions or foreign bank branches.
• Short-term loans with extended principal repayment terms where the total term of the loan exceeds 01 year.
• Short-term loans without an extension agreement but which have an outstanding principal balance (including interest converted into principal) as of the date exactly 01 year from the date of the first withdrawal; except where the borrower completes the full repayment of the principal within 30 working days from the 01-year mark, including the conversion of the principal into shares or capital contribution or a total debt waiver.

Under Article 3 of Circular No. 08/2023/TT-NHNN (as amended by Circular No. 80/2025/TT-NHNN) on conditions for foreign borrowing not guaranteed by the Government, a short-term foreign loan has a term of up to 01 year, while a medium or long-term loan has a term exceeding 01 year.

Note that while Circular No. 12/2022/TT-NHNN previously required all medium and long-term loans to be registered, Circular No. 19/2024/TT-NHNN now excludes loans arising from L/C operations of credit institutions.

Examples:

• Company B borrows 10 million USD from a foreign financial institution for a 7-year term to invest in a construction project. Since this is a long-term loan, the company must register foreign loan in Vietnam with the State Bank.
• Company A borrows 500,000 USD for 6 months to pay for raw material imports. After 6 months, due to financial difficulties, Company A negotiates an 8-month extension. The total term becomes 14 months (exceeding 1 year). This is a short-term loan extended beyond 1 year, and thus requires SBV foreign loan registration.

Determining the foreign loan term for registration in Vietnam

According to Article 12 of Circular No. 12/2022/TT-NHNN (amended by Circular No. 80/2025/TT-NHNN), the loan term is calculated as follows:

• Medium and long-term foreign loans: Calculated from the expected date of the first withdrawal to the expected date of the final principal repayment based on the foreign loan agreement.
• Short-term loans extended beyond 01 year: Calculated from the date of the first withdrawal to the expected date of the final principal repayment based on the loan agreement and extension agreement.
• Short-term loans with outstanding balance at the 01-year mark: Calculated from the date of the first withdrawal to the expected date of the final principal repayment.

Notes on foreign loan agreements for registration

The loan contract or foreign loan agreement used for overseas loan registration in Vietnam must be a valid agreement that enables capital withdrawal and is signed between the Borrower and the Lender, creating a debt repayment obligation.

The borrower is not required to perform registration procedures when signing framework credit agreements, Memorandums of Understanding (MoU), or similar agreements that do not have immediate withdrawal effects. However, once a subsequent document is signed that gives effect to the withdrawal under such framework agreements, the borrower must perform the registration.

What are the regulated purposes of foreign loans?

For short-term foreign loans:

• To restructure foreign debts and pay short-term debts payable in cash (excluding principal of domestic loans).

For medium and long-term foreign loans:

• To implement the borrower’s investment projects;
• To implement production and business plans or other projects;
• To restructure the borrower’s existing foreign debts.

Requirements for the use of foreign loan capital

The use of foreign loan capital must be consistent with:

• The business lines registered by the enterprise, the scope of the Investment Registration Certificate, Establishment License, or equivalent legal documents.
• Other legal operational scopes defined in the borrower’s Charter and current legal documents.

Which authority has the competency to confirm loan registration?

• State Bank of Vietnam (Foreign Exchange Management Department): For loans exceeding 20 million USD (or equivalent).
• Regional SBV Branches: Where the borrower’s head office is located, for loans up to 20 million USD (or equivalent).

Note: If changes in the loan amount, currency, or the borrower’s head office result in a change of the competent authority, the borrower must submit the amendment registration dossier to the new competent authority.

Latest procedures for foreign loan registration in Vietnam

To successfully register foreign loan in Vietnam, businesses must follow these steps:

Step 1: Signing the foreign loan agreement

Step 2: Opening a foreign loan and repayment account

The borrower must open a specialized account at an authorized bank to perform withdrawals, debt repayments, and related hedging transactions. Enterprises with foreign direct investment (FDI) use their Direct Investment Capital Account (DICA). If the loan currency differs from the DICA currency, a separate foreign loan account may be opened at the same bank.

Step 3: Preparing the foreign loan registration dossier

The borrower prepare 01 set of foreign loan registration dossier according to Article 16 of Circular 12/2022/TT-NHNN (as amended and supplemented in Circular 80/2025/TT-NHNN)

Step 4: Submitting the dossier via public services

The dossier can be submitted via:

1. a) In-person at the SBV’s Single-Window department;
2. b) Via postal service;
3. c) Online through the National Public Service Portal (preferred method).

Deadlines for submission:

• 30 working days from signing a medium/long-term agreement.
• 30 working days from signing an extension agreement (if signed within 1 year of the first withdrawal).
• 60 working days from the 01-year mark for short-term loans remaining outstanding or extended after the first year.

Step 5: SBV confirmation or refusal

The SBV issues a written confirmation or refusal (stating reasons) within 10 working days of receiving a valid dossier. If the dossier requires clarification, the SBV will notify the borrower within 07 working days.

Step 6: Statistical reporting on foreign loans

Borrowers must perform monthly online reporting on the SBV website by the 5th of the following month. Exceptional reports must be provided upon request by the State Bank.

Frequently Asked Questions About Foreign Loan Registration

When must an enterprise open a foreign loan and repayment account?

FDI enterprises use their DICA for foreign loan transactions. Non-FDI enterprises or those borrowing in a different currency must open a specific foreign loan account before performing any withdrawal or repayment.

Which foreign loans must be registered with the State Bank of Vietnam?

Under current foreign borrowing under Vietnam regulations, registration is mandatory for:

1. All medium and long-term loans.
2. Short-term loans extended beyond one year.
3. Short-term loans with a balance remaining after one year of the first withdrawal (unless paid off within 30 days of that mark).

What defines a foreign loan?

A foreign loan refers to any form of overseas borrowing, including traditional loans, deferred payment for imports, or debt instruments issued internationally by a resident borrower to a non-resident lender.

How are medium- and long-term foreign loans determined?

Medium- and long-term foreign loans are foreign loans with a term of more than 01 year.

Consultancy and foreign loan registration services by Viet An Law

With years of experience in investment, finance, and foreign exchange management, Viet An Law provides professional services to register foreign loan in Vietnam. We assist clients in reviewing legal conditions, preparing dossiers, and representing them before the SBV to ensure compliance with foreign borrowing under Vietnam regulations.

Our services include:

• Legal advice on foreign borrowing regulations for Vietnamese enterprises;
• Reviewing and drafting foreign loan agreements;
• Advising on loan structures to comply with foreign exchange laws;
• Preparing the SBV foreign loan registration dossier;
• Representing enterprises in registration procedures;
• Consulting on opening loan and repayment accounts;
• Supporting periodic reporting and amendment registrations.

Corporate Legal Consulting in Vietnam – Contact Viet An Law

With nearly 20 years of experience in the field of corporate legal consultancy, investment and intellectual property, Viet An Law Firm has assisted thousands of domestic and foreign enterprises to carry out legal procedures in Vietnam.

We provide professional legal services including:

• Company Establishment and Investment Consulting in Vietnam
• Registration of foreign loans with the State Bank of Vietnam
• Trademark registration and intellectual property protection
• Consulting on corporate law, commercial contracts
• Accounting – tax services for businesses
• Foreign Investment Consulting and Business Licenses

For professional legal assistance regarding Foreign Loan Registration in Vietnam: Procedures, Requirements and SBV Approval, please contact Viet An Law.

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