Circular 31/2026/TT-NHNN regulating financial leasing activities of general finance companies and financial leasing companies

CIRCULAR

Regulating financial leasing activities of general finance companies and financial leasing companies

Pursuant to the Civil Code No. 91/2015/QH13;

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12;

Pursuant to the Law on Credit Institutions No. 32/2024/QH15, as amended and supplemented by Law No. 43/2024/QH15 and Law No. 96/2025/QH15;

Pursuant to the Government’s Decree No. 26/2025/ND-CP defining the functions, tasks, powers, and organizational structure of the State Bank of Vietnam, as amended and supplemented by Decree No. 198/2026/ND-CP;

At the proposal of the Director of the Credit Department;

The Governor of the State Bank of Vietnam promulgates the Circular regulating financial leasing activities of general finance companies and financial leasing companies.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular regulates financial leasing activities of general finance companies and financial leasing companies.

Article 2. Subjects of application

1. General finance companies and financial leasing companies prescribed in the Law on Credit Institutions.

2. Organizations and individuals related to financial leasing activities of the general finance companies and financial leasing companies prescribed in Clause 1 of this Article.

Article 3. Interpretation of terms

In this Circular, the terms below shall be construed as follows:

1. Financial leasing means a medium-term or long-term credit extension activity on the basis of a financial lease contract between a financial lessor and a financial lessee. The financial lessor purchases the financial lease asset at the request of the financial lessee and retains ownership of the financial lease asset throughout the financial lease term. The financial lessee uses the financial lease asset and pays the financial lease rental throughout the financial lease term as agreed upon in the financial lease contract.

2. Financial lease assets mean types of assets including: machinery, equipment, tools, and means of transport (with respect to seagoing vessels, including only seagoing vessels for domestic maritime transport); software, exploitation rights, intellectual property, and data (hereinafter collectively referred to as property rights) that do not fall under the list of items prohibited by law from ownership, purchase, sale, use, business, export, or import.

3. Financial lessor (including the purchasing and leasing-back party in the form of financial leasing) means a general finance company or a financial leasing company permitted to conduct financial leasing in accordance with law.

4. Financial lessee (including the selling and leasing-back party in the form of financial leasing) means an organization or individual operating in Vietnam that enters into a financial lease to use the financial lease asset for the purposes agreed upon in the financial lease contract.

5. Financial lease contract means an agreement executed between a financial lessor and a financial lessee regarding the financial leasing of one or more financial lease assets as prescribed in Clause 2 of this Article. A financial lease contract is an irrevocable contract, except for the cases prescribed in Clause 1 Article 20 of this Circular.

6. Financial lease rental means the amount of money that the financial lessee is obligated to pay to the financial lessor as agreed upon in the financial lease contract. The financial lease rental comprises:

a) Principal, which is determined on the basis of the purchase price of the financial lease asset and reasonable and valid expenses in accordance with law relating to the purchase and putting of such asset into financial leasing operations;

b) Lease interest, which is calculated in accordance with the regulations of the State Bank of Vietnam (hereinafter referred to as the State Bank) on methods of calculating and accounting for interest collection and payment by credit institutions.

7. Purchase and leaseback in the form of financial leasing (hereinafter referred to as purchase and leaseback) means the purchase by the financial lessor, being a general finance company or a financial leasing company, of financial lease assets as prescribed in Clause 2 of this Article under the ownership of the financial lessee, and the leaseback of those same assets to the financial lessee in the form of financial leasing for the financial lessee to continue using them to serve its operations. In a purchase and leaseback transaction, the financial lessee is concurrently the supplier of the financial lease asset.

8. Financial lease term means the period of time calculated from the commencement date of financial lease debt acknowledgment by the financial lessee until the date of full repayment of the financial lease rental as agreed upon in the financial lease contract.

9. Commencement date of financial lease debt acknowledgment means the date on which the financial lessor makes the first payment to the supplier of the financial lease asset, or another date agreed upon by the parties in the financial lease contract, provided that it shall not be later than the date on which the right to use the financial lease asset is transferred to the financial lessee.

10. Financial lease rental repayment period means the intervals within the financial lease term agreed upon between the financial lessor and the financial lessee at the end of each of which the financial lessee must pay part or all of the financial lease rental to the financial lessor.

11. Restructuring of the financial lease rental repayment term (hereinafter referred to as repayment term restructuring) means the financial lessor’s approval of an adjustment to the repayment period or a debt extension with respect to the financial lease rental debt of the financial lessee when the financial lessee is unable to repay the financial lease rental as agreed upon in the financial lease contract, specifically as follows:

a) Adjustment to the financial lease rental repayment period means the financial lessor’s approval of extending for an additional period of time the repayment of part or all of the principal repayment amount and/or lease interest of a repayment period within the agreed financial lease term (including cases where there is no change in the agreed number of repayment periods), while the financial lease term remains unchanged;

b) Debt extension means the financial lessor’s approval of extending for an additional period of time the repayment of the principal and/or lease interest beyond the agreed financial lease term.

12. Small-value financial lease means a financial lease as prescribed in Clause 2 Article 102 of the Law on Credit Institutions with a value not exceeding VND 400,000,000 (four hundred million Vietnamese dong).

13. Documents certifying ownership and use rights to financial lease assets mean types of documents prescribed by law that prove the lawful ownership and use rights of the financial lessor with respect to the financial lease assets.

14. Supplier of financial lease assets means an individual or organization that has lawful ownership of an asset and sells such asset to the financial lessor for the purpose of financial leasing.

15. Financial leasing by electronic means means the conduct of financial leasing by the financial lessor on the basis of processing data and data messages via electronic means in an electronic environment.

Article 4. Principles of financial leasing

Financial leasing activities shall be conducted under agreements between the financial lessor and the financial lessee, in conformity with this Circular and other relevant law.

Chapter II

FINANCIAL LEASING ACTIVITIES

Article 5. Conditions applicable to a financial lessee

1. The financial lessor shall consider and decide on financial lease when the financial lessee fully satisfies the following conditions, except for the case prescribed in Clause 2 of this Article:

a) Having full civil legal capacity and civil act capacity in accordance with law;

b) Leasing the financial lease asset for lawful purposes;

c) Having a feasible plan for using the financial lease asset;

d) Having financial capacity to ensure the fulfilment of committed obligations under the financial lease contract;

dd) With respect to Vietnamese and foreign organizations, the financial lease term shall not exceed the remaining operation duration under the establishment decision or operating license in Vietnam; with respect to foreign individuals, the financial lease term shall not exceed the remaining permitted residence duration in Vietnam.

2. The financial lessor shall consider and decide to grant a small-value financial lease as prescribed in Clause 12 Article 3 of this Circular when the financial lessee satisfies at least the conditions prescribed at Points a, b, d, and dd Clause 1 of this Article.

Article 6. Application dossier for a financial lease

The financial lessee shall submit the following documents to the financial lessor:

1. Documents proving eligibility for a financial lease as prescribed in Article 5 of this Circular.

2. Information on related persons of the financial lessee, including:

a) Information on related persons of the financial lessee subject to credit extension restrictions in accordance with the Law on Credit Institutions;

b) Information on related persons of the financial lessee in accordance with the Law on Credit Institutions in cases, at the time of applying for the financial lease, the financial lessee has an outstanding credit balance at the financial lessor (including the principal amount currently applied for under the financial lease) greater than or equal to 1% of the financial lessor’s own capital as at the end of the latest working day. In cases the financial lessor has negative own capital, the aforesaid ratio shall be applied to its charter capital.

3. Information on related persons of the financial lessee as prescribed in Clause 2 of this Article comprises:

a) Information on a related person being an individual, including: full name and personal identification number with respect to a Vietnamese citizen; nationality, passport number or number of a valid passport-substitute document, date of issue, and place of issue with respect to a foreigner; and relationship with the financial lessee;

b) Information on a related person being an organization, including: name, enterprise code, head office address of the enterprise, and Enterprise Registration Certificate number or equivalent legal documents with respect to an organization that is not an enterprise; legal representative, and relationship with the financial lessee.

4. The financial lessor shall guide the financial lessee in providing the information and documents prescribed in this Article.

Article 7. Financial lease interest rates

1. The financial lessor and the financial lessee shall agree upon the financial lease interest rate in accordance with law. The financial lease interest rate shall be calculated as a percentage per annum (%/year).

2. In cases the financial lessee fails to pay or fails to pay in full the principal and/or lease interest upon maturity under the financial lease contract, the financial lessee must pay lease interest as follows:

a) Lease interest on the principal at the agreed financial lease interest rate corresponding to the financial lease term for which payment is due but unpaid;

b) In cases the financial lessee fails to pay lease interest on time, the financial lessee must also pay the financial lessor interest on the late-paid lease interest at an interest rate agreed upon by the parties, which shall not exceed 10%/year calculated on the late-paid lease interest amount for the period of late payment;

c) Lease interest on the overdue principal balance corresponding to the period of late payment at the overdue interest rate agreed upon by the financial lessor and the financial lessee in the financial lease contract, which shall not exceed 150% of the performing financial lease interest rate applicable at the time the debt becomes overdue with respect to such overdue principal balance.

3. In cases an adjustable financial lease interest rate is applied, the financial lessor and the financial lessee must agree upon the principles and factors for determining the adjusted interest rate, and the time of adjustment to the financial lease interest rate. In cases basing on the factors for determining the adjusted interest rate results in multiple different financial lease interest rates, the financial lessor shall apply the lowest financial lease interest rate.

Article 8. Fees related to financial leasing activities

The financial lessor and the financial lessee shall agree upon the collection of fees related to financial leasing activities, including:

1. Arrangement fee for executing a syndicated financial lease contract between the financial lessors participating in the syndicated financial lease and the financial lessee. The arrangement fee rate for a syndicated financial lease contract shall be agreed upon by the financial lessor and the financial lessee.

2. Financial lease commitment fee. This fee shall be calculated for the period from the effective date of the financial lease contract to the commencement date of financial lease debt acknowledgment by the financial lessee.

3. Early repayment fee (in cases the financial lessee makes early repayment).

4. Other fees related to financial leasing activities as specifically prescribed in relevant legal documents.

Article 9. Currencies used in financial leasing

1. The financial lessor shall conduct financial leasing in Vietnamese dong, except where financial leasing in foreign currency is permitted as prescribed in Clause 2 of this Article.

2. Financial leasing in foreign currency must satisfy the following requirements:

a) The financial lessor is licensed to conduct foreign exchange trading and provide foreign exchange services;

b) The financial lessor makes payment for the import of the financial lease asset to the foreign supplier in foreign currency; the financial lessee acknowledges the debt and pays the financial lease rental in foreign currency;

c) The financial lessee uses the financial lease asset to serve production and business activities and has sufficient foreign currency from production and business revenues to repay the financial lease rental.

Article 10. Appraisal and decision on financial leasing

1. The financial lessor shall appraise the financial lessee’s ability to satisfy the financial lease conditions as prescribed in Article 5 of this Circular to consider and decide on the financial leasing. During the appraisal process, the financial lessor may use its internal credit rating system in combination with information available at the National Credit Information Center of Vietnam and other information channels.

2. The financial lessor must organize the review and approval of financial leasing in accordance with the principle of delineation of responsibilities between the appraisal stage and the decision stage of financial leasing.

3. In case of a decision to refuse a financial lease, the financial lessor must notify the financial lessee of the reasons therefor upon the financial lessee’s request.

Article 11. Repayment of principal and lease interest

1. The financial lessor and the financial lessee shall agree upon the repayment periods for principal and lease interest as follows:

a) Repaying principal and lease interest in separate repayment periods;

b) Repaying principal and lease interest within the same repayment period.

2. The financial lessor and the financial lessee shall agree upon the early repayment of the financial lease debt.

3. The financial lessor and the financial lessee shall agree upon the order of collection of principal and lease interest as follows:

a) With respect to an overdue financial lease debt, the financial lessor shall collect the principal first and the lease interest later;

b) With respect to a financial lease debt having one or more overdue repayment periods, the financial lessor shall collect the debt in the following order: overdue principal, unpaid lease interest on the overdue principal, due principal, and unpaid lease interest on the due principal.

Article 12. Repayment term restructuring

The financial lessor shall consider and decide on the restructuring of the financial lease rental repayment term on the basis of the financial lessee’s request, its assessment of the financial lessee’s ability to repay the financial lease rental, and the financial lessor’s own financial capacity as follows:

1. In cases the financial lessee is unable to repay the financial lease rental in accordance with the repayment period for the principal and/or lease interest within the agreed lease term, and is assessed by the financial lessor as capable of fully repaying the principal and/or lease interest according to the adjusted financial lease rental repayment period, the financial lessor shall consider adjusting the repayment period for the principal and/or lease interest in conformity with the financial lessee’s repayment sources.  

2. In cases the financial lessee is unable to pay off the principal and/or lease interest in full within the agreed financial lease term and is assessed by the financial lessor as capable of fully repaying the principal and/or lease interest within a certain period of time after the financial lease term, the financial lessor shall consider extending the financial lease term in conformity with the financial lessee’s repayment sources.

3. Repayment term restructuring shall be carried out prior to or within 10 (ten) days from the agreed due date of the repayment period or repayment term.

Article 13. Overdue debt

In cases the financial lessee fails to repay the principal and/or lease interest on time under the financial lease contract and is not approved by the financial lessor for repayment term restructuring, the financial lessor shall notify the financial lessee of the overdue debt. The notification must contain at least the overdue principal balance and/or overdue lease interest amount, the time of occurrence of the overdue debt, the interest rate applicable to the overdue principal balance, and the interest rate applicable to the late-paid lease interest amount.

Article 14. Rights of the financial lessor

1. The financial lessor shall not be liable for the non-delivery of the financial lease asset or delivery not in conformity with the conditions agreed upon by the financial lessee with the supplier.

2. The financial lessor’s ownership of the financial lease asset shall not be affected in cases the financial lessee goes bankrupt, is dissolved, or is involved in a dispute or lawsuit before a Court relating to a third party, unless otherwise prescribed by law or agreed upon by the parties. The financial lease asset shall not be deemed an asset of the financial lessee when handling assets to repay debts to other creditors.

3. To have the right to affix the financial lessor’s ownership mark on the financial lease asset throughout the financial lease term.

4. To have the right to agree with the financial lessee on the application of security measures in accordance with law.

5. To have the right to request the financial lessee to report on the use of the financial lease asset and provide documents and data proving that the financial lease asset is used for the proper purposes during the financial lease term at the request of the financial lessor, and to provide other information related to the financial lessee and the financial lease asset as agreed upon.

6. To have the right to examine and supervise the use of the financial lease asset and debt repayment by the financial lessee in accordance with regulations.

7. To request the financial lessee to compensate for damage when the financial lessee breaches the terms and conditions prescribed in the financial lease contract.

8. To have the right to terminate the financial lease contract, recover the debt, repossess the financial lease asset, and revoke the right to use the financial lease asset prior to expiry in accordance with law and agreements in the financial lease contract.

9. To have the right to repossess a financial lease asset that is damaged beyond restoration, repair, and replacement, and to request the financial lessee to pay the remaining financial lease rental payable under the financial lease contract and expenses incurred in connection with the repossession of the financial lease asset as agreed upon in the financial lease contract.

10. To have the right to repossess the financial lease asset, revoke the right to use the financial lease asset, and exercise owner’s rights over the financial lease asset upon expiry of the financial lease term in cases the financial lessee decides not to purchase or not to continue leasing the asset as prescribed in Clause 2 Article 16 of this Circular and other relevant law.

11. Other rights in accordance with law and the financial lease contract.

Article 15. Obligations of the financial lessor

1. The financial lessor shall be responsible for truthfully and accurately providing the financial lessee, prior to executing the financial lease contract, with information on: the financial lease interest rate, the interest rate applicable to overdue principal balance, and the interest rate applicable to late-paid lease interest; the principles, factors, and time for determining the financial lease interest rate in cases an adjustable financial lease interest rate is applied, and types of fees; and publicly posting applicable fee rates for the financial lessee to consider and decide on the execution of the financial lease contract.

2. To assess the financial lease asset (including asset type, basic information on the financial lease asset; price; time limits for delivery, installation, warranty, and other information related to the financial lease asset (if any)), financial lease conditions, and the financial lessee’s repayment capacity prior to deciding on the financial leasing. The assessment of the financial lease asset shall be carried out in accordance with the internal regulations of the financial lessor in conformity with the type of asset and the financial lease amount.

3. To purchase or import the financial lease asset as agreed upon by both parties in the financial lease contract.

4. To complete documents certifying ownership and use rights to the financial lease asset and ensure that the financial lease asset is insured in accordance with law. The parties may agree upon the manner of carrying out procedures related to documents certifying ownership and use rights, and procedures for purchasing insurance in conformity with law and the financial lease contract.

5. To guarantee the financial lessee’s right to use the financial lease asset under the financial lease contract.

6. Other obligations in accordance with law and the financial lease contract.

Article 16. Rights of the financial lessee

1. To receive and use the financial lease asset in accordance with the financial lease contract.

2. To decide on the purchase of the asset or continuation of the lease upon expiry of the financial lease term.

3. To request the financial lessor to compensate for damage when the financial lessor breaches the terms and conditions prescribed in the financial lease contract.

4. To have the right to terminate the performance of the financial lease contract prior to expiry in accordance with the financial lease contract.

5. The financial lessee may repair and increase the value of the financial lease asset if agreed upon in the financial lease contract.

6. To agree with the financial lessor on the financial lessor facilitating the financial lessee’s enjoyment of preferential regimes and policies, maintenance, warranty, and other regimes and policies prescribed by law applicable to the financial lease asset and the owner of the financial lease asset during the financial lease term, unless otherwise prescribed by law.

7. Other rights in accordance with law and the financial lease contract.

Article 17. Obligations of the financial lessee

1. To take responsibility for the selection of the financial lease asset, the supplier, and the terms and conditions related to the financial lease asset, including the name and type of the financial lease asset, information of the manufacturer and the supplier on the financial lease asset, price, time limits for delivery, installation, and warranty of the financial lease asset, and other terms and conditions related to the financial lease asset.

2. To use the financial lease asset for the proper purposes agreed upon in the financial lease contract; not to sell or transfer the right to use the financial lease asset to another individual or organization, unless otherwise agreed upon by the financial lessor and the financial lessee in the financial lease contract.

3. When entering into a financial lease, the financial lessee shall be responsible for providing the financial lessor with truthful, accurate, complete, and timely information, documents, and data, and shall take responsibility for the provision of information, documents, and data submitted to the financial lessor in accordance with relevant law and the financial lease contract, specifically:

a) The information and documents prescribed in Article 6 of this Circular when applying for a financial lease;

b) Reporting and providing information and documents to the financial lessor for the financial lessor to exercise its rights and perform its obligations to examine and supervise the use of the financial lease asset and debt repayment by the financial lessee during the financial lease term in accordance with regulations;

c) Other information as agreed upon in the financial lease contract.

4. To pay in full and on time the financial lease rental and other expenses related to the financial lease asset as prescribed in the financial lease contract.

5. To bear all risks of loss of the financial lease asset, bear all expenses for maintenance, repair, and replacement of the financial lease asset during the financial lease term, and take responsibility for all consequences caused by the use of the financial lease asset to other organizations and individuals during the use of the financial lease asset.

6. Not to erase, delete, damage, or alter the ownership mark of the financial lessor affixed on the financial lease asset, unless consented to by the financial lessor and the secured party (in cases the financial lease asset is mortgaged by the financial lessor).

7. Not to use the financial lease asset for mortgage, pledge, or security for the performance of obligations.

8. Other obligations in accordance with law and the financial lease contract.

Article 18. Financial lease contract

1. A financial lease contract must be made in writing in conformity with the law on civil contracts and other relevant law, and must contain at least the following contents:

a) Full name, personal identification number, and current place of residence with respect to a Vietnamese citizen; nationality, passport number or number of a valid passport-substitute document, date of issue, place of issue, and place of residence with respect to a foreigner; name, enterprise code, head office address of the enterprise, Enterprise Registration Certificate number or equivalent legal documents with respect to an organization that is not an enterprise, and legal representative;

b) Name and type of the financial lease asset, information of the manufacturer and the supplier on the financial lease asset; price, time limits for delivery, installation, and warranty of the financial lease asset, quality of the financial lease asset, and other terms and conditions related to the financial lease asset;

c) Purpose of using the financial lease asset;

d) Currency of the financial lease and currency of debt repayment;

dd) Financial lease rental, commencement date of financial lease debt acknowledgment; financial lease interest rate; principles and factors for determining the interest rate, and time for determining the financial lease interest rate in cases an adjustable financial lease interest rate is applied; types of fees and applicable fee rates; and expenses in accordance with law;

e) Financial lease term and financial lease rental repayment period;

g) Repayment term restructuring, notification of overdue principal, interest rate applicable to overdue principal balance, and interest rate applicable to late-paid lease interest;

h) Repayment of principal and lease interest, and order of recovery of principal and lease interest; early repayment;

i) Cases of termination of the financial lease contract prior to expiry as prescribed in Clause 1 Article 20 of this Circular, time of termination prior to expiry, and handling of arising issues;

k) Agreement on measures to ensure the exercise of the financial lessor’s ownership over the financial lease asset;

l) Liability and handling for breach of contract, and rights and obligations of the parties;

m) Dispute resolution method;

n) Agreement on the manner of carrying out procedures related to documents certifying ownership and use rights, and procedures for purchasing insurance for the financial lease asset;

o) Other contents of the financial lease contract agreed upon by the financial lessor and the financial lessee in conformity with law.

2. A financial lease contract shall take effect from the date agreed upon by the parties in the financial lease contract in accordance with law.

3. The registration of a financial lease contract shall be carried out in accordance with law.

Article 19. Penalty for breach and compensation for damage

1. The financial lessor and the financial lessee may agree upon a penalty for breach and compensation for damage in accordance with law in cases the financial lessor or the financial lessee fails to properly perform the contents agreed upon in the financial lease contract.

2. The financial lessor and the financial lessee may agree that the party breaching an obligation shall only be subject to a penalty for breach without having to compensate for damage, or shall be subject to both a penalty for breach and compensation for damage.

In cases the financial lessor and the financial lessee have an agreement on a penalty for breach but do not have an agreement on being subject to both a penalty for breach and compensation for damage, the party breaching the obligation shall only be subject to the penalty for breach.

Article 20. Termination of a financial lease contract prior to expiry

1. A financial lease contract may be terminated prior to expiry upon the occurrence of one of the following cases:

a) The financial lessor discovers that the financial lessee has provided untruthful information or breached the contents agreed upon in the financial lease contract, financial lease agreement, or security contract;

b) The financial lease asset is lost or damaged beyond restoration, repair, and replacement;

c) The financial lessor breaches one of the terms and conditions that constitute grounds for terminating the financial lease contract as prescribed in the financial lease contract;

d) Other cases of termination of a financial lease contract prior to expiry in accordance with law and the financial lease contract.

2. The financial lessor and the financial lessee shall specifically prescribe the cases of termination of the financial lease contract prior to expiry prescribed in Clause 1 of this Article in the financial lease contract.

In cases one party unilaterally terminates the performance of the financial lease contract, the party unilaterally terminating the performance of the contract must immediately notify the other party of the contract termination. The contents of the notification of unilateral termination of contract performance shall be agreed upon by the parties in the financial lease contract in conformity with law

3. The handling of a financial lease contract terminated prior to expiry shall be carried out in accordance with Article 21 of this Circular and relevant law.

Article 21. Handling of a financial lease contract terminated prior to expiry

1. In cases a financial lease contract is terminated prior to expiry as prescribed at Points a and b Clause 1 Article 20 of this Circular, the handling of the financial lease rental shall be carried out as follows:

a) The financial lessee must pay in full the entire remaining financial lease rental payable under the financial lease contract calculated up to the time of termination of the financial lease contract prior to expiry, including: principal, lease interest, and interest on late-paid lease interest (if any). The recovery of the financial lease rental shall be carried out in accordance with Clause 3 Article 11 of this Circular;

b) The time at which the financial lessee must pay in full the entire financial lease rental prescribed at Point a of this Clause shall be agreed upon by the parties in the financial lease contract. In cases the parties have no agreement, the time at which the financial lessee must pay in full the entire remaining financial lease rental payable under the financial lease contract shall be the time of termination of the financial lease contract prior to expiry;

c) In cases the financial lessee fails to pay in full and on time the entire financial lease rental prescribed at Points a and b of this Clause, the financial lessee must pay overdue interest on the unpaid principal and late-paid lease interest on the unpaid interest amount as agreed upon in the financial lease contract.

2. In cases a financial lease contract is terminated prior to expiry as prescribed at Points c and d Clause 1 Article 20 of this Circular, the handling of the financial lease rental shall be carried out in accordance with the financial lease contract and relevant law.

3. With respect to the handling of the financial lease asset and other issues in the financial lease contract where the financial lease contract is terminated prior to expiry as prescribed in Clause 1 Article 20 of this Circular, the financial lessor and the financial lessee shall act in accordance with the financial lease contract and relevant law.

Article 22. Examination and supervision of financial leasing

1. The financial lessor shall have the right and obligation to examine and supervise the use of the financial lease asset and debt repayment by the financial lessee; and shall have the right to request the financial lessee to report on the use of the financial lease asset and provide documents and data proving that the financial lease asset is used for the proper purposes.

2. With respect to a small-value financial lease prescribed in Clause 2 Article 5 of this Circular, the financial lessor shall take measures to examine and supervise the use of the financial lease asset and debt repayment by the financial lessee, ensuring the ability to recover principal and lease interest in full and on time under the financial lease contract.

3. With respect to the examination and supervision prescribed in Clauses 1 and 2 of this Article for a financial lease asset being property rights, the financial lessor and the financial lessee may agree upon the manner of implementation in conformity with law.

Article 23. Documents certifying ownership and use rights to financial lease assets

1. With respect to assets subject to registration in accordance with law:

a) In cases the law prescribes that the financial lessee must hold the originals of documents certifying ownership and use rights to the financial lease asset, the financial lessee may hold the originals of documents certifying ownership and use rights to the financial lease asset. The financial lessor and the financial lessee shall reach an agreement to handle arising related issues.

b) Except for the case prescribed at Point a of this Clause, during the financial lease term, the financial lessor shall hold the originals of documents certifying ownership and use rights to the financial lease asset. The financial lessee may use copies of documents certifying ownership and use rights to the financial lease asset certified by a competent agency or organization in accordance with law during the use of the financial lease asset.

2. With respect to assets not subject to registration in accordance with law, the parties shall agree upon the holding of originals and provision of copies (if any) of documents certifying ownership and use rights to the financial lease asset in the financial lease contract, in conformity with law.

Article 24. Internal regulations

1. Pursuant to the Law on Credit Institutions, this Circular, and relevant law, the financial lessor shall promulgate Internal regulations on financial leasing, including regulations on financial leasing by electronic means as prescribed in Chapter IV of this Circular (if any), in conformity with the business operation conditions and characteristics of the financial lessor.

2. Internal regulations on financial leasing shall be implemented across the entire system and must ensure mechanisms for internal control, internal audit, and risk management in the financial leasing activities of the financial lessor. Internal regulations on financial leasing must contain at least the following contents:

a) Criteria for identifying a single financial lessee, and a single financial lessee and related persons in accordance with regulations; financial leasing policies applicable to a single financial lessee, and a single financial lessee and related persons; and regulations on the process of appraisal, approval, and decision on financial leasing;

b) Financial lease conditions; cases of ineligibility for financial leasing and restrictions on financial leasing in accordance with law; types of assets ineligible for financial leasing; financial lease interest rates and methods of calculating lease interest; financial lease dossiers and documents submitted by the financial lessee to the financial lessor in conformity with the characteristics of the financial lease asset and the type of financial lessee;

c) Regulations on risk diversification in financial leasing activities; methods of monitoring and managing, and the approval and decision on financial leasing for a single financial lessee, or a single financial lessee and related persons, at a level of 1% or more of the financial lessor’s own capital. The regulations must ensure publicity and transparency between the stages of appraisal, decision on financial leasing, and repayment term restructuring, and prevent conflicts of interest between the appraiser, the decision-maker on financial leasing, and the financial lessee being a related person of such individuals;

d) Principles and indicators for assessing and determining the level of risk in financial leasing activities with respect to types of financial lessees, types of financial lease assets, and sectors prioritized or restricted for credit extension by the financial lessor, serving as a basis for formulating annual business plans and strategies and establishing appropriate risk management measures for the financial lessee and the risk level of the type of financial lease asset;

dd) Processes for examining and supervising the financial leasing process, the use of the financial lease asset appropriate to each type of financial lease asset, and the repayment of financial lease rental by the financial lessee (including small-value financial leases), covering control prior to, during, and after financial leasing;

e) Regulations on conditions and processes for considering and approving repayment term restructuring, and exemption or reduction of interest and fees related to financial leasing activities. The consideration, approval, and decision on repayment term restructuring, and exemption or reduction of interest and fees related to financial leasing activities must be carried out on the principle that the person deciding on repayment term restructuring, or exemption or reduction of interest and fees related to financial leasing activities, shall not be the person who decided on the financial lease, unless the financial lease was approved by the Board of Directors or the Members' Council;

g) Regulations on authority, decentralization, authorization, and responsibilities of each individual and department in appraising, deciding, and approving financial leasing; examining and supervising financial leasing activities, the use of the financial lease asset, and the repayment of financial lease rental by the financial lessee; debt recovery; considering, approving, and deciding on repayment term restructuring (including debt extension and adjustment to the repayment period); and exemption or reduction of interest and fees related to financial leasing activities; in cases the consideration and approval of credit extension and the consideration and approval of repayment term restructuring are carried out through a council mechanism, at least two-thirds (2/3) of the members of the Council for consideration and approval of repayment term restructuring must not be members of the Council for consideration and approval of credit extension;

h) Termination and handling of financial lease contracts terminated prior to expiry; and handling of issues that may arise in financial leasing activities;

i) Identification of types of risks that may arise during the financial leasing process (risks in financial leasing by electronic means, risks related to types of financial lease assets); processes for monitoring, assessing, and controlling risks; and risk handling plans.

3. Within 10 days from the date of new promulgation or amendment and supplementation of internal regulations, the general finance company or financial leasing company shall submit the internal regulations on financial leasing to the State Bank (the Department of Credit Institution Management and Supervision, and the Regional State Bank Branch) in accordance with law.

Chapter III

PURCHASE AND LEASEBACK ACTIVITIES

Article 25. Principles of purchase and leaseback

1. A purchase and leaseback transaction must be conducted through an asset purchase contract and a financial lease contract between the purchasing and leasing-back party and the selling and leasing-back party. The asset purchase contract shall take effect from the effective date of the financial lease contract.

2. In a purchase and leaseback transaction, the purchasing and leasing-back party shall retain ownership of the financial lease asset and lease it back to the selling and leasing-back party in the form of financial leasing in accordance with the regulations on financial leasing in this Circular. The transfer of ownership of the asset from the selling and leasing-back party to the purchasing and leasing-back party shall be carried out in accordance with law.

3. The purchasing and leasing-back party shall select assets and a selling and leasing-back party with repayment capacity to conduct the purchase and leaseback transaction safely and effectively.

4. The purchasing and leasing-back party shall conduct purchase and leaseback in Vietnamese dong or foreign currency. Purchase and leaseback shall be conducted in foreign currency when:

a) The purchased and leased-back asset is an imported financial lease asset and satisfies Article 26 of this Circular;

b) The selling and leasing-back party still has an unpaid debt in foreign currency owed to the foreign supplier;

c) The selling and leasing-back party uses the purchased and leased-back asset to serve production and business activities and has sufficient foreign currency from production and business revenues to repay the financial lease rental;

d) The purchasing and leasing-back party is licensed to conduct foreign exchange trading and provide foreign exchange services;

e) The purchasing and leasing-back party shall proceed with the purchase and leaseback when the selling and leasing-back party presents a complete legal dossier on the asset. In cases a bank or the foreign supplier manages and holds the dossier related to the asset, the purchasing and leasing-back party shall make payment for the purchase after reaching an agreement with the bank or the foreign supplier to receive back the asset dossier upon purchasing and leasing back the asset;

g) Payment for the purchase and leaseback of the asset in foreign currency:

(i) In cases the purchase price of the asset is greater than the remaining amount owed to the foreign supplier:

The purchasing and leasing-back party shall directly pay the purchase amount for the purchased and leased-back asset to the bank or the foreign supplier in foreign currency corresponding to the amount that the selling and leasing-back party still owes to the foreign supplier. The purchasing and leasing-back party shall pay the selling and leasing-back party the difference (between the purchase amount for the purchased and leased-back asset and the amount that the selling and leasing-back party still owes to the foreign supplier) in Vietnamese dong at the transaction exchange rate of a commercial bank selected by both parties on the payment date;

(ii) In cases the purchase price of the asset is less than the amount that the selling and leasing-back party still owes to the foreign supplier:

The purchasing and leasing-back party shall directly pay the purchase amount for the purchased and leased-back asset to the bank or the foreign supplier in foreign currency corresponding to the value of the purchased and leased-back asset. The selling and leasing-back party shall pay the bank or the foreign supplier the remaining shortfall.

5. Debt acknowledgment for purchase and leaseback activities shall be carried out in accordance with this Circular.

Article 26. Purchased and leased-back assets

When conducting a purchase and leaseback transaction, the purchased and leased-back asset must satisfy the following conditions:

1. It must be under the lawful ownership of the selling and leasing-back party.

2. It must be free from disputes.

3. It must not be used to secure the performance of other obligations.

4. It must be in normal operation, exploitation, and use.

5. The purchased and leased-back asset must be a financial lease asset as prescribed in Clause 2 Article 3 of this Circular.

Article 27. Asset purchase contract

An asset purchase contract must contain at least the following principal contents: names and addresses of the parties; purpose of purchasing the asset; description of the asset; purchase price of the asset; payment method; time, place, and method of contract performance; rights and obligations of the parties; liability for breach of contract, penalty for breach of contract, and other contents as agreed upon in conformity with the law on sale and purchase of assets.

Article 28. Rights and obligations of the parties in a purchase and leaseback transaction

1. Rights and obligations of the purchasing and leasing-back party:

a) To request the selling and leasing-back party to provide complete information and documents related to the asset (except where a bank or the foreign supplier manages and holds the dossier related to the asset as prescribed at Point e Clause 4 Article 25 of this Circular);

b) To request the selling and leasing-back party to issue a lawful sales invoice, and hand over all documents certifying ownership and use rights and other relevant documents of the asset;

c) To request the selling and leasing-back party to compensate for damage arising from disputes related to the asset and the selling and leasing-back party’s ownership of the asset;

d) To pay the selling and leasing-back party the amount agreed upon in the asset purchase contract;

dd) To properly and fully perform the terms agreed upon in the asset purchase contract.

2. Rights and obligations of the selling and leasing-back party:

a) To receive the proceeds from the sale of the asset paid by the purchasing and leasing-back party as agreed upon in the asset purchase contract;

b) To provide fully, accurately, and truthfully all information and documents related to the asset at the request of the purchasing and leasing-back party (except where a bank or the foreign supplier manages and holds the dossier related to the asset as prescribed at Point e Clause 4 Article 25 of this Circular);

c) To issue a lawful sales invoice, and hand over all documents certifying ownership and other relevant documents of the asset;

d) To compensate the purchasing and leasing-back party for damage arising from disputes related to the asset and the selling and leasing-back party’s ownership of the asset;

dd) To properly and fully perform the terms agreed upon in the asset purchase contract.

3. In addition to the rights and obligations prescribed in Clauses 1 and 2 of this Article, the purchasing and leasing-back party and the selling and leasing-back party shall also have other rights and obligations in accordance with relevant law.

Chapter IV

FINANCIAL LEASING BY ELECTRONIC MEANS

Article 29. Principles of financial leasing by electronic means

1. A general finance company or financial leasing company may opt to conduct financial leasing by electronic means. The conduct of financial leasing by electronic means shall conform with this Circular; the law on anti-money laundering; electronic transactions; personal data protection; safety and confidentiality for the provision of online services in the banking sector, and relevant law.

2. When conducting customer identification and verification of customer identification information via electronic means for customers establishing a relationship with the financial lessor for the first time, the financial lessor shall conduct customer identification and verification of customer identification information in accordance with the regulations of the State Bank on the opening and use of payment accounts at payment service providers. In cases the customer has already established a relationship with the financial lessor and completed customer identification and verification of customer identification information, the financial lessor may decide on the application of measures, forms, and technologies to verify customer identification information serving financial leasing by electronic means, ensuring conformity with the regulations on safety and confidentiality for the provision of online services in the banking sector and the customer information already collected and stored by the financial lessor.

3. The financial lessor shall decide at its own discretion on the measures, forms, and technologies for conducting financial leasing, bear any arising risks (if any), and must satisfy the following minimum requirements:

a) The measures, forms, and technologies selected by the financial lessor must ensure standards on security, safety, and confidentiality in accordance with the regulations of the State Bank;

b) To apply forms of electronic transaction authentication to confirm the customer’s consent with the financial lessor when carrying out electronic transactions during the process of conducting financial leasing in accordance with the regulations of the State Bank and relevant law;

c) To store and preserve in full and in detail the customer identification documents, information, and data during the process of conducting financial leasing. Such information and data must be stored safely and confidentially, and be backed up, ensuring the completeness and integrity of data to serve the examination, reconciliation, and authentication of customers during the process of conducting financial leasing; to resolve inquiries, complaints, and disputes, and to provide information upon request from competent authorities. The period of storage and preservation shall comply with the law on anti-money laundering and the law on electronic transactions;

d) The financial lessor must examine and assess the level of safety and confidentiality of the measures, forms, and technologies, and suspend the provision of services to upgrade, modify, and improve them in cases there are signs of insecurity;

dd) To assign specific responsibilities to each individual and department building, establishing, and operating the information system serving financial leasing activities by electronic means. In cases risks arise, the financial lessor must have a mechanism to identify each responsible individual and department and promptly handle any arising issues and risks to ensure efficiency and safety during the process of conducting financial leasing.

4. The information system used for conducting financial leasing by electronic means must comply with regulations on ensuring Level 3 or higher information system security in accordance with the law on level-based information system security and the regulations of the State Bank on information system security in banking operations.

5. For other contents in financial leasing activities by electronic means not prescribed in this Chapter, the financial lessor may carry them out by electronic means in accordance with the law on electronic transactions, this Circular, and other relevant law.

Article 30. Financial lease application dossiers by electronic means

When having a demand for financial leasing, the financial lessee must submit to the financial lessor the documents, data, and data messages on the application for a financial lease prescribed in Article 6 of this Circular and in accordance with the instructions of the financial lessor.

Article 31. Appraisal and decision on financial leasing by electronic means

A financial lessor organizing the review and approval of financial leasing by electronic means must ensure the principle of delineating the responsibilities of each individual and department building, establishing, and operating the information system serving the appraisal and decision on financial leasing. In cases risks arise, the financial lessor must have a mechanism to identify each responsible individual and department and promptly handle any arising issues and risks to ensure efficiency and safety in organizing the review and decision on financial leasing by electronic means.

Article 32. Financial lease agreements by electronic means

A financial lease agreement shall be made in writing in accordance with the law on electronic transactions and relevant law. In cases it is an electronic contract, it shall be carried out in accordance with the law on electronic transactions and must contain at least the contents prescribed in Article 18 and Article 27 of this Circular.

Chapter IV

IMPLEMENTATION ORGANIZATION

Article 33. Responsibilities of units under the State Bank

1. The Credit Department shall be responsible for:

a) Monitoring the conduct of financial leasing activities in accordance with this Circular;

b) Acting as the focal point for handling difficulties and obstacles arising in relation to financial leasing activities in accordance with this Circular.

2. The State Bank Inspectorate shall be responsible for:

a) Inspecting and handling violations committed by general finance companies and financial leasing companies in implementing this Circular in accordance with its functions and duties;

b) Coordinating with the Credit Department in handling arising difficulties and obstacles.

3. The Department of Credit Institution Management and Supervision shall be responsible for:

a) Supervising general finance companies and financial leasing companies in implementing this Circular in accordance with its functions and duties;

b) Coordinating with the Credit Department in handling arising difficulties and obstacles.

4. The Finance and Accounting Department shall be responsible for guiding credit institutions and foreign bank branches in implementing the accounting regime for financial leasing activities.

5. Regional State Bank Branches shall be responsible for receiving internal regulations, and examining, inspecting, supervising, and handling violations committed by general finance companies and financial leasing companies in implementing this Circular in accordance with their functions and duties.

6. Responsibilities of the National Credit Information Center of Vietnam:

a) To receive and synthesize information on financial leasing provided by general finance companies and financial leasing companies;

b) To provide information on financial leasing activities of general finance companies and financial leasing companies in accordance with the regulations of the State Bank on credit information activities.

Article 34. Effect

This Circular takes effect on August 15, 2026, and replaces Circular No. 26/2024/TT-NHNN dated June 28, 2024 of the Governor of the State Bank regulating financial leasing activities of general finance companies and financial leasing companies.

Article 35. Transitional provisions

With respect to financial lease contracts executed prior to the effective date of this Circular, general finance companies, financial leasing companies, and financial lessees may continue performing them in accordance with the executed agreements until the expiry of the term of the financial lease contracts. In case of amendment or supplementation, the amending or supplementing contract must conform with this Circular.

Article 36. Implementation organization

Heads of units under the State Bank of Vietnam, general finance companies, and financial leasing companies shall be responsible for organizing the implementation of this Circular./.