Register to change foreign loans in Vietnam

Registration for change of foreign loans is an administrative procedure that enterprises having registered for foreign loans need to perform at the State Bank when there is a change in information about registered loans.

Dossier composition

• Application for changing loans.
• A copy and Vietnamese translation about change agreements related to the content of the borrower registers for changes.
• A copy of a written issued by a competent authority as prescribed by law on assignment and decentralization to perform rights, responsibilities and obligations of the state owner towards state-owned enterprises and the 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 extend the loan term (not applicable to loans from commercial banks by the State Bank as the owner’s representative agency and approved by the State Bank in accordance with regulations on management and use of the state capital in enterprise).
• In case of change to increase the loan amount, change the loan use purpose for the unrealized loan portion, provide a copy or original of the written proving the loan purpose including:
  • 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 relevant laws;
  • For loans for implementation of other production and business plans which is not 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 enterprise’s charter, 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 the cooperative’s charter and other relevant legal documents;
  • For short-term loans with extension of principal repayment period, whose total term is over 01 year and short-term loans without an extension agreement but outstanding principal balance (including interest loans entered principal) at the round of 01 year from the date of the first capital withdrawal: Report on the use of initial short-term foreign loans that satisfy the requirements for conditions of short-term foreign loans (enclosed with proving documents such as plan on using foreign loans of the borrower, the plan on structuring foreign debts);
• In case the borrower being a credit organization or foreign bank branch increases the foreign loan amount, it is necessary to provide: Report on compliance with regulations of the State Bank on limits and safety ensure ratios in the operation of credit organizations, foreign bank branches in accordance with regulations on foreign borrowing conditions for self-borrowing and self-payment from the end of the last 3 months before the date of signing the loan agreement to the end of the latest month before the date of submitting a complete dossier for the foreign loan registration according to the form or written proving the non-compliance with legal provisions on credit limit and safety ensure ratios approved by the Prime Minister or the Governor of the State Bank in accordance with law (if any) for the borrower being a credit organization or foreign bank branch.
• A written confirmation of bank providing account services on the situation of capital withdrawal and debt repayment (principal and interest) up to the registration time for loan change, in case of registration for change of the loan amount, capital withdrawal plan, debt repayment plan or change the commercial bank providing account services.

Process for registration to change foreign loans

Step 1. Prepare the dossier by category

Step 2: Submit the dossier

Deadline for submitting a registration dossier to change of foreign loans: Within 30 working days from the date of:

• The parties sign an agreement to change or before the date 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 initial 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 or other related parties mentioned in the registration confirmation written, the change registration confirmation written must send a written notice to the borrower of the name change and before making money transfer transactions involving these parties.

Step 3: Respond to the results of the State Bank

The State Bank shall make a written confirmation or refusal to confirm the registration of loan changes within the prescribed period.

Some frequently asked questions about register to change foreign loans in Vietnam

Cases in which to register to change the loan?

If there is any change in the content related to the loan mentioned in the State Bank’s written confirmation of foreign loan registration, the borrower is responsible for registering changes to the foreign loan in accordance with the provisions of regulations, except for 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 must sends a notice of change of address to the competent authority to confirm registration, register to change foreign loans of the borrower;
• Change of the lender, relevant information of the lender in the syndicated loan with the assignment of representatives of the lenders, except 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 lender;
• Change the commercial transaction name of the bank providing account services, 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, the registration confirmation for change of foreign loans, but the method of interest and fees determination remains unchanged  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 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 currency units of the foreign loan currency compared with the amount stated in the written confirmation of registration, written confirmation of registration for changes in foreign loans;
• Change in the 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 to change of foreign loans.

Duration to carry out procedures for registration to changes of foreign loans?

• 12 working days from the date of receipt of the borrower’s complete and valid dossier in case the borrower has declared the loan change information on the website before submitting the registration dossier 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 the loan change information on the website before submitting the change registration dossier.

Which agency is competent to receive and handle dossiers?

• The State Bank of Vietnam (Foreign Exchange Management Department): for loans with a loan turnover of over 10 (ten) million USD (or other foreign currencies of equivalent value) and foreign loans in VND Vietnam.
• State Bank branches in provinces and centrally run cities: for loans with a loan turnover of up to 10 (ten) million USD (or other foreign currencies of equivalent value).

Service to register to change foreign loans in Vietnam of Viet An Law Firm

• Consulting on conditions, dossiers, procedures for granting /adjusting /terminating the validity of written confirmation of registration, registration for loan changes;
• Drafting legal dossiers for enterprises related to the content of granting / adjusting/ terminating the validity of written confirmation of 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 acceptance dossiers of competent state agencies, explain to state agencies about issues related to dossiers for granting/adjusting/terminating the validity of written confirmation of registration, registration for loan changes.