Circular No. 22/2013/TT-NHNN dated September 24, 2013 of the State bank of Vietnam on guiding procedures for registration and change registration of foreign loan and international bond issuance guaranteed by the Government

 THE STATE BANK OF VIETNAM

Circular No. 22/2013/TT-NHNN dated September 24, 2013 of the State bank of Vietnam on guiding procedures for registration and change registration of foreign loan and international bond issuance guaranteed by the Government

Pursuant to the Law on the State bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

Pursuant to the Law on Public Debt Management No. 29/2009/QH12 dated June 17, 2009;

Pursuant to the Ordinance on foreign exchange control No. 28/2005/PL-UBTVQH11 dated December 13, 2005;

Pursuant to the Government s Decree No. 90/2011/ND-CP dated October 14, 2011 on issuance of corporate bonds;

Pursuant to the Government s Decree No. 15/2011/ND-CP dated February 16, 2011 on provision and management of Government guarantee;

Pursuant to the Government’s Decree No. 96/2008/ND-CP dated August 26, 2008, defining the functions, tasks, powers and organizational structure of the State bank of Vietnam;

At the proposal of the Director of Department for Foreign Exchange Management;

The Governor of the State bank of Vietnam promulgates Circular guiding procedures for registration and change registration of foreign loans and issue of international bonds guaranteed by Government,

Article 1. Scope of adjustment

The Circular provides procedures for registration and change registration of foreign loans and of international bond issuance guaranteed by the Government, the reporting regulations applicable to borrowers and issuers of international bonds guaranteed by Government.

Article 2. Subjects of application

Subjects of application in this Circular include:

1. Borrowers, issuers of international bonds guaranteed by Government prescribed in the Government’s Decree No. 15/2011/ND-CP dated February 16, 2011 on provision and management of Government guarantee (hereinafter referred to as borrowers).

2. Organizations and individuals concerning the procedure execution for registration and change registration of foreign loans and of international bond issuance guaranteed by Government.

Article 3. Registration procedures of foreign loans and issuance of international bonds guaranteed by Government

1. Submitted dossier to confirm registration of foreign loans and issuance of international bonds consists of:

a) The registration application of foreign loans (according to Annex 1A enclosed with this Circular) or registration application of international bond issuance (according to Annex 1B enclosed with this Circular); 

b) Legal dossier of borrower includes: Copies authenticated from original permit or Decision on establishment of the borrower, or Registration License or Investment License as prescribed by law and amending documents (if any);

c) Copy of Letter of Guarantee by the Ministry of Finance (Certified by lawful authorized representative of the borrower);

d) Copy of written approval by competent authorities as prescribed by law for investment projects or for the business and production plan using capital mobilized from foreign loans or issuance of international bonds;

e) Copies of the following documents in foreign language and Vietnamese translations of such documents (Certified by lawful authorized representative of the borrower for accuracy of copies and translations):

- Signed contract of foreign borrowing; or

- Contracts pertaining to issuance schedule of international bonds (Under structure of issuance schedule).

2. Process to confirm registration of foreign loans and issuance of international bonds:

a) Within thirty (30) days after the signing date of letter of guarantee and before the funding withdrawal of foreign loans, issue of international bonds is executed, the borrower shall directly send or send via post office one (01) set of dossier as prescribed in Clause 1 of this Article to the State bank (Department of Foreign Exchange Management).  

b) Within fifteen (15) days after receiving a full and valid dossier of the borrower, the State bank shall send a written confirmation for registration of foreign loans or issuance of international bonds to the borrower.  A written confirmation for registration of foreign loans or issuance of international bonds made by the State bank includes the following principal contents:  The borrower, the lender (For bilateral foreign loans, the foreign syndication loans without using the lender’s representative) or representative of lenders (For foreign syndication loans, issuance of international bonds which using lenders’ representative , representative of bond holders); agents related to foreign loans, issuance of international bonds (if any); basic conditions of foreign loans, issuance of international bonds (turn-over of loans, total value of issuance of international bonds; purpose of using foreign loans and issuance of international bonds; interest rate, interest rate of fine; charge; guarantee form, loan duration; funding withdrawal plan, payment plan of principal and interest); the authorized credit institution or foreign banks’ branch where the borrower opens account to withdraw funds and pay the foreign loans, issue of international bonds, and other contents related to foreign loans and issuance of international bonds (if any).

In case of refusal for registration confirmation, the State bank shall issue written reply clearly stating reason thereof.

Article 4. Procedures for change registration of foreign loans and issuance of international bonds guaranteed by the Government

1. In case there is any changes related to foreign loans, issuance of international bonds stated in the document of the State bank which confirms registration of foreign loans, issuance of international bonds, the borrower is responsible for registering the change of foreign loans, issuance of international bonds with the State bank as prescribed in Clause 2 and Clause 3 of this Article.

2. Dossier of confirmation request for change registration of the foreign loans and issuance of international bonds:

a) Application for change registration of foreign loans (According to Annex 2A enclosed with this Circular) or application for change registration of issuance of international bonds (According to Annex 2B enclosed with this Circular).

b) Copies of the signed agreements on changes in foreign language and Vietnamese translations of such documents (Certified by lawful authorized representative of the borrower for accuracy of copies and translations) in case the change contents need to be agreed by parties.

c) Copy of letter or Annex adjusting Letter of Guarantee by the Ministry of Finance (if any).

d) A document of the borrower which gives clear explanation about the changed content of foreign loans, issue of international bonds (applicable to case of not having documents in dossier stated in point b and point c of this clause).

3. Confirmation process on change registration of the foreign loans and issuance of international bonds:

a) Within thirty (30) days after signing agreements of change or the Ministry of Finance has issued a letter, Annex adjusting Letter of Guarantee (if any) and before executing content of change, the borrower shall send directly or via post office one (01) set of dossier as prescribed in Clause 2 of this Article to the State bank (Department of Foreign Exchange Management).  

b) Within fifteen (15) days after receiving a full and valid dossier of the borrower, the State bank shall send a written confirmation for change registration of foreign loans or issuance of international bonds to the borrower.  In case of refusal for confirmation on change registration of foreign loans or issuance of international bonds, the State bank shall issue written reply clearly stating reason thereof.

Article 5. The reporting regulations applicable to the borrowers

The borrowers shall report to the Ministry of Finance about situation of implementation of foreign loans and issuance of international bonds guaranteed by Government in accordance with regulations of the Ministry of Finance.  The borrowers shall copy and send reports mentioned above to the State bank (Department of Foreign Exchange Management) for coordination in monitoring and managing.

Article 6. Effect

1. This Circular takes effect on October 01, 2013.

2. To annul provisions in section I, section II, section III and section IV Chapter III of the Circular 09/2004/TT-NHNN dated December 21, 2004 of the State bank on guiding the foreign borrowing and repayment by enterprises.

Article 7. Implementation organization

The Chief of office, Director of Department of Foreign Exchange Management, heads of units affiliated the State bank, legal representatives of the borrowers, General Directors (Directors) of credit institutions and other relevant organizations and individuals shall implement this Circular.

For the Governor of the State bank

Deputy Governor

Le Minh Hung