Apply to change foreign loan information in Vietnam

Registering to change a foreign loan is an administrative procedure that an enterprise registering a foreign loan needs to carry out at the State Bank when there is a change in information about the registered loan.

Dossier to change foreign loan information in Vietnam:

• Loan change application.
• Copies and Vietnamese translations of the change agreements related to the content of the borrower’s registration of change.
• A copy of a document issued by a competent authority in accordance with the law on assignment and decentralization of the exercise of rights, responsibilities and obligations of state owners with respect to state-owned enterprises and state capital invested in enterprises on the approval of change in foreign loan plans of borrowers being state-owned enterprises in case of change increase the loan amount or extend the loan term (not applicable to loans of commercial banks where the State Bank is the owner’s representative agency and has been approved and approved by the State Bank in accordance with regulations on management and use of state capital at enterprises).
• In case of change of increase in loan amount, change of loan use purpose for unrealized loan amount, provide a copy or original document proving the loan purpose, including:
• For loans for the implementation of investment projects: Investment certificate, Investment registration certificate or Decision approving investment policies in accordance with the provisions of investment law and current provisions of relevant laws;
• For loans for implementation of production and business plans other than investment projects: The plan on use of foreign loans shall be approved by competent authorities in accordance with the provisions of the Law on Investment, the Law on Enterprises and the enterprise’s charter, the Law on Cooperatives and the charter of cooperatives and other relevant legal documents;
• For loans for restructuring foreign debts of borrowers: The plan for restructuring foreign debts of the borrower shall be approved by competent authorities in accordance with the Law on Enterprises and the enterprise’s charter, the Law on Cooperatives and the charter of cooperatives and other relevant legal documents;
• For short-term loans with extended principal repayment period where the total term of the loan is more than 01 year and short-term loans without extension agreement but outstanding principal (including interest debts entered principal) at the time of 01 year from the date of first withdrawal: Report on the initial use of short-term foreign loans meeting regulations on conditions for short-term foreign loans (enclosed with supporting documents such as the borrower’s plan for using foreign loans, plans for restructuring foreign debts);
• In case the borrower being a credit institution or a branch of a foreign bank increases the amount of a foreign loan, it is necessary to provide: Report on compliance with regulations of the State Bank on limits and safety ratio in operation of the credit institution, Foreign banks’ branches shall comply with regulations on conditions for self-borrowing and self-payment foreign loans at the end of the last 03 months before the date of signing the loan agreement to the end of the latest month before the time of sending complete dossiers of foreign loan registration according to the form or documents proving the non-compliance with the provisions of law on grant limits credit and safety ratios approved by the Prime Minister or the Governor of the State Bank in accordance with law (if any) for borrowers being credit institutions and branches of foreign banks.
• Written confirmation of the bank providing account services on the situation of capital withdrawal and repayment (principal and interest) up to the time of loan change registration, in case of registration of change in loan amount, capital withdrawal plan, debt repayment plan or change of commercial bank providing account service.

Foreign Loan Change Application Process in Vietnam

Step 1. Prepare documents by law

Step 2: Apply

Time limit for submitting application for foreign loan change: Within 30 working days from the date:

• The parties sign the change agreement or before the time of implementing the changed content (in case the changed content does not need to sign a change agreement but still ensures compliance with the foreign loan agreement);
• The successor organization of the obligation to repay the foreign loan shall be granted a business registration certificate or the date on which the parties sign an agreement on the change of borrower in case the original borrower is divided, separated, consolidated or merged (whichever is later) and before the continuation of capital withdrawal, repayment of foreign loans;
• The borrower completes updating information on name change and/or address change to move 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 written confirmation of registration, the written confirmation of registration of the change shall send written notice to the borrower of the name change and before making money transfers involving the parties this.

Step 3: Reply to the State Bank’s results

The State Bank shall certify in writing or refuse to confirm the loan change registration within the prescribed time limit.

Some frequently asked questions

What are the circumstances in which to apply for a change of Loan?

If there is any change in the contents related to the loan stated in the written confirmation of registration of the Foreign Loan of the State Bank, the Borrower shall register the change of the Foreign Loan as prescribed, except for the following cases:

• Change the time for capital withdrawal and principal repayment within 10 working days compared to the plan confirmed by the State Bank;
• Change the address of the borrower but do not change the province or city where the borrower’s head office is located, the borrower shall send a notice of the change of address to the competent authority confirming the registration or registration of change of the borrower’s foreign loan;
• Change of lender, relevant information about the lender in a syndicated loan with the appointment of representatives of lenders, unless the lender is also the representative of the lenders in the syndicated loan and the change of lender change the role of the lenders’ representatives;
• Change the name of commercial transactions of banks providing account services or banks serving secured transactions;
• Change the plan to pay interest and fees of the foreign loan compared to the plan confirmed by the State Bank in the written confirmation of registration and confirmation of registration of change of foreign loan, but do not change the way of determining interest and fees specified in the foreign loan agreement. The borrower is responsible for making a table of interest and fees payable so that the bank providing account services 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 units of the currency of the foreign loan compared to the amount stated in the written confirmation of registration, the written confirmation of registration of change of foreign loan;
• Change the amount of capital withdrawal, actual principal repayment of a specific period is less than the amount stated in the capital withdrawal plan, debt repayment on the written confirmation of registration or the written confirmation of registration of change of foreign loan.

What is the time to carry out the procedure for applying for change of foreign loan?

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

Which agency has the authority to receive and process applications?

• The State Bank of Vietnam (Foreign Exchange Management Department): for loans with a loan turnover of more than 10 (ten) million USD (or other foreign currency of equivalent value) and foreign loans denominated in Vietnamese dong.
• State Bank Branches of provinces and centrally-run cities: for loans with loan turnover up to 10 (ten) million USD (or other foreign currency of equivalent value).

Service of changing foreign loan registration of  Viet An Law Firm

• Advising customers on conditions, dossiers and procedures for granting/adjusting/terminating the validity of the written confirmation of registration and loan change registration;
• Drafting legal dossiers for enterprises related to the contents of granting/adjusting/invalidating the written confirmation of registration and loan change registration;
• Being authorized by customer to carry out procedures to grant/adjust/terminate the validity of the written confirmation of registration or loan change registration;
• Carrying out procedures related to registration/notification of change in foreign exchange transactions related to outward investment activities;
• Monitoring the process of processing dossiers of competent state agencies, explain to state agencies on issues related to dossiers of issuance / adjustment / invalidation of written confirmation of registration and loan change registration.