Procedures for changing registration of foreign loans in Vietnam

When enterprises have changes related to foreign loans registered with the State Bank, they need to carry out procedures for registration of changes in foreign loans according to regulations.

Cases in which foreign loans must be changed

In case of any change in any loan-related content mentioned in the registration confirmation document, written confirmation of registration for change of foreign loans issued by the State Bank, the borrower is responsible for implementing register changes to foreign loans with the State Bank. The Borrower shall notify the changes on the Website and do not need to register for changes in foreign loans in the following cases:

• Change the time of capital withdrawal and principal repayment within 10 working days compared with the plan confirmed by the State Bank;
• If the borrower’s address changes but does not change the province or city where the borrower’s head office is located, the borrower sends a notice of change of address to the competent authority to confirm registration or change registration. exchange foreign loans of the borrower;
• Change of the lender, relevant information about the lender in the syndicated loan with the appointment of representatives of the lenders, unless the lender is concurrently the representative of the lenders in the syndicated loan and the change of the lender changes the role of the representative of the lenders;
• Change the name of the commercial transaction of the bank providing account services or the bank serving secured transactions;
• Change of plan for payment of interest and fees on foreign loans compared to the plan confirmed by the State Bank in the written confirmation of registration or registration for change of foreign loans, but the method of determination remains unchanged. interest and fees specified in the foreign loan agreement. The borrower is responsible for making a table to calculate the interest and fees to be paid so that the account service provider has a basis for checking and monitoring when making the money transfer;
• Change (increase or decrease) the amount of capital withdrawal, repayment of principal, interest, and fees within 100 currency units of the foreign loan currency compared with the amount stated in the registration confirmation, written confirmation receive registration for changes in foreign loans;
• Change in the actual amount of capital withdrawal or principal repayment of a specific period less than the amount stated in the plan for capital withdrawal or debt repayment in the written confirmation of registration or written confirmation of registration for change of foreign loans. outside.

As for the changes at Point g, Clause 2, Article 11, before withdrawing and paying the remaining amount of that period, the borrower is responsible for registering changes to the plan for capital withdrawal and debt repayment for the borrower. the remaining amount has not been implemented according to the provisions of Circular No. 12/2022/TT-NHNN.

Time limit for carrying out procedures for registration of changes to foreign loans

Within 30 working days from the date:

• The parties sign an agreement to change or before the time of implementation of the changed content (for the case of changed content, it is not necessary to sign an agreement to change but still ensure compliance with the foreign loan agreement);
• The organization inheriting the foreign loan repayment obligation shall be granted a business registration certificate or the date the parties sign an agreement on the change of the borrower in case the original borrower is divided, separated or consolidated, merger (whichever comes later) and before continuing to withdraw capital, repay foreign loans;
• The borrower completes the update of information on name change and/or address change, moving the head office to another province or city on the National Business Registration Database;
• The lender (or the organization representing the lender in the syndicated loan – if any), the guarantor, the guarantor or other related parties mentioned in the registration confirmation, registration confirmation document, etc. sign the change send written notice to the borrower of the name change and before making money transfers involving these parties.

Application for change of foreign loan

• Application for loan change according to the provisions of Clause 1, Article 18 of Circular No. 12/2022/TT-NHNN.
• Copies and Vietnamese translations of the change agreements related to the content the borrower registers for changes.
• A copy of a document issued by a competent authority as prescribed by law on assignment and decentralization of the exercise of rights, responsibilities and obligations of the state owner towards state-owned enterprises and state capital invested in enterprise on the approval of the change of the foreign loan plan of the borrower being a state-owned enterprise in the case of changes to increase the loan amount or prolong the loan term (not applicable to loans from commercial banks by the State Bank as the owner’s representative agency and approved and approved by the State Bank in accordance with regulations on management and use of state capital in enterprises).
• A written confirmation from the account service provider on the situation of capital withdrawal and repayment (principal and interest) up to the time of registration for loan change, in case of registration for change of loan amount, withdrawal plan capital, debt repayment plan or change the commercial bank providing account services.

In case of change to increase the loan amount, change the loan use purpose for the unrealized loan amount.

• The copy (certified by the borrower) or the original document proving the loan purpose includes:
  • For loans to implement investment projects: Investment certificate, Investment registration certificate or Decision on approval of investment policy in accordance with the law on investment and current regulations of relevant laws;
  • For loans for implementation of production and business plans other than investment projects: The plan to use foreign loans is approved by a competent authority in accordance with the Law on Investment, the Law on Enterprises and the charter. enterprises, the Law on Cooperatives and the cooperative’s charter and other relevant legal documents;
  • For loans to restructure foreign debts of the borrower: The plan for restructuring foreign debts of the borrower is approved by a competent authority in accordance with the provisions of the Law on Enterprises and the enterprise’s charter, Law on Cooperatives and cooperative charter and other relevant legal documents;
  • For short-term loans with extended principal repayment period and short-term loans without an extension agreement but with outstanding principal balance specified in Clauses 2 and 3, Article 11 of Circular No. 12/2022/TT-NHNN: Report on the initial use of short-term foreign loans to meet the requirements for short-term foreign loans (enclosed with supporting documents such as the borrower’s plan for using foreign loans, plan on structuring foreign debt);

In case the borrower is a credit institution or foreign bank branch, the foreign bank increases the foreign loan amount:

Report on compliance with regulations of the State Bank on safety limits and ratios in operations of credit institutions and foreign bank branches in accordance with regulations on conditions for self-borrowing foreign loans, self-pay at the end of the last 3 months before the date of signing the loan agreement to the end of the latest month before the time of submitting the complete application for foreign loan registration according to the form specified in Appendix 02 attached herewith. Circular No. 22/2022/TT-NHNN or documents proving non-compliance with legal provisions on credit limit and prudential ratios approved by the Prime Minister or the Governor of the Bank The State approves according to the provisions of law (if any) for the borrower being a credit institution or foreign bank branch.

Number of records: 01 set

How to submit

• Submit directly at the competent authority;
• Sending through post office;

Time limit for settlement

• 12 working days from the date of receipt of the borrower’s complete and valid dossier in case the borrower has declared loan change information on the Website before submitting the application for change, or ;
• 15 working days from the date of receipt of the borrower’s complete and valid dossier in case the borrower fails to declare loan change information on the Website before submitting the change registration dossier.

Subjects must conduct administrative procedures

Borrowers.

Agency carrying out procedures for changing registration of foreign loans in Vietnam

• State Bank (Foreign Exchange Management Department): for loans with loan amount over 10 million USD (or other currency of equivalent value);
• State Bank branch in the province or city where the borrower’s head office is located: for loans with a loan amount of up to USD 10 million (or other currency of equivalent value) excluding foreign loans in VND must be considered and approved by the Governor of the State Bank.

Results of procedures for changing registration of foreign loans in Vietnam

Written confirmation of registration for change of foreign loans or written refusal of confirmation of registration for change of foreign loans.

Service of changing registration of foreign loans in Vietnam of Viet An Law firm

• Advising customers on conditions, documents, procedures for granting/adjusting/terminating the validity of written confirmation of registration, registration for loan changes;
• Drafting legal documents for businesses related to the content of granting / adjusting / terminating the validity of documents confirming registration, registration for loan changes;
• Authorized representative of the customer to carry out the procedures for granting/adjusting/terminating the validity of the written confirmation of registration, registration for loan changes;
• Carry out procedures related to registration/notification of changes in foreign exchange transactions related to offshore investment activities;
• Monitor the processing of dossiers by competent state agencies, explain to state agencies on issues related to dossiers for granting/adjusting/terminating the validity of registration confirmation documents, Apply for loan changes.