SBV has authority to certify registration of foreign loans and changes thereof for loans of more than US$10 million as well as foreign loans denominated in Vietnamese dong.— Photo VCCI

The State Bank of Viet Nam (SBV) issued Circular 25/2014/TT-NHNN on 15 September 2014 containing guidelines for registering foreign loans that are not guaranteed by the Government (hereinafter referred to as foreign loans) as well as changes made to them. The Circular applies to residents that are enterprises, co-operatives, co-operative alliances and credit institutions other than State owned commercial banks, and foreign bank branches established and operating in Viet Nam as borrowers ("Borrower"), and organisations and individuals involved in the borrowing of foreign loans.

Foreign loans required to be registered with the SBV include

1. Medium and long-term foreign loans;

2. Short-term foreign loans extended with a total loan term of more than one year;

3. Short-term foreign loans not extended but holding a balance on the first anniversary of the initial capital withdrawal, except when the Borrower repays it completely within 10 days after that date.

Entities required to register foreign loans and changes thereof.

1. Borrower entering into a foreign loan agreement for direct disbursement in cash with a non-resident lender;

2. Credit institution or foreign bank branch providing loans authorised by non-resident principal;

3. Party with obligations to repay debt under the debt instrument issued to non-resident;

4. Lessee under a financial leasing contract entered with non-resident;

5. Importer of goods with deferred payment option.

SBV authority

SBV (Foreign Exchange Management Department) has authority to certify registration of foreign loans and changes thereof for loans of more than US$10 million as well as foreign loans denominated in Vietnamese dong. SBV branches in the province ("SBV branch") have the authority to certify registration of foreign loans and changes thereof for loans of up to US$10 million.

Procedures for registration of foreign loans

1. The Borrower must prepare and submit the request for foreign loan registration personally or by post to SBV or an SBV branch within 30 days of:

(1) the date of signing a medium or long-term foreign loan agreement; the date of signing a guarantee for the loan; or the date of signing the agreement for capital withdrawal based on the signed framework agreement, prior to actual capital withdrawal;

(2) the date of signing the extension agreement for short-term foreign loans to become medium or long-term loans;

(3) the first anniversary of the first withdrawal.

2. The SBV must provide written certification of foreign loan registration within 20-60 days after the date of receipt of the Borrower's eligible application. In case of foreign loans denominated in dong, registration procedures are concurrent with those needed to obtain the SBV Governor's approval. The written certification of foreign loan registration also signifies its approval.

Registration of changes to foreign loans:

1. If there are any changes made to the content of foreign loans that has already been certified by the SBV, the Borrower must register such changes with central bank, except in the following cases:

2. If the plan on capital withdrawal, loan repayment or expenses remittance is changed within 10 days of the loan registration being certified by SBV, the Borrower must notify such changes to the commercial bank or foreign bank branch where it has opened a loan capital account or foreign debt repayment account to withdraw capital or make repayments, and must not register the change with SBV.

Procedures for registration of changes:

The Borrower must submit the request for registering changes personally or by post with either SBV or the SBV branch that has certified registration of the foreign loan or the most recent changes to the foreign loan. The request must be submitted:

1. Within 30 days after the date of signing the agreement on the changes and prior to the effective date of the changes or prior to the time the change takes place (applicable to changes that do not require written agreement consistent with the foreign loan agreement),

2. Within 20 days after the date of receipt of the Borrower's eligible application, SBV must certify registration of the change in writing. In case the request is refused, SBV must respond and explain its reasons in writing.

The Circular takes effect on November 1, 2014 and replaces Article 1 of Circular 25/2011/TT-NHNN (August 31, 2011).— MAI COUNSEL