Circular 32/2026/TT-NHNN provision of loans by credit institutions and foreign bank branches for offshore investment

CIRCULAR

Prescribing the provision of loans by credit institutions and foreign bank branches to their clients for offshore investment

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, amended and supplemented under Law No. 96/2024/QH15;

Pursuant to the Law on Investment No. 143/2025/QH15;

Pursuant to the Ordinance on Foreign Exchange No. 28/2005/PL-UBTVQH11, amended and supplemented under Ordinance No. 06/2013/UBTVQH13;

Pursuant to Decree No. 70/2014/ND-CP detailing a number of articles of the Ordinance on Foreign Exchange and the Ordinance Amending and Supplementing a Number of Articles of the Ordinance on Foreign Exchange;

Pursuant to Decree No. 103/2026/ND-CP providing for offshore investment;

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

At the proposal of the Director of the Credit Department;

The Governor of the State Bank of Vietnam hereby promulgates the Circular prescribing the provision of loans by credit institutions and foreign bank branches to their clients for offshore investment.

Article 1. Scope of regulation

This Circular prescribes the provision of loans by credit institutions and foreign bank branches to clients for offshore investment in the forms specified at Points a, b, c and dd Clause 1 Article 39 of the Law on Investment.

Article 2. Subjects of application

1. Commercial banks, non-bank credit institutions, and foreign bank branches (hereinafter referred to as credit institutions).

2. Clients being investors in accordance with the Law on Investment and guiding documents (excluding credits institutions).

3. Other relevant organizations and individuals.

Article 3. Application of relevant legal documents

Credit institutions shall provide loans to their clients for offshore investment in accordance with this Circular. For the issues not yet mentioned in this Circular, credit institutions shall comply with the State Bank of Vietnam’s regulations on the provision of loans by credit institutions to their clients, limits and prudential ratios in operations of credit institutions, foreign exchange management, anti-money laundering, internal control, statistical reporting, and risk classification, provisioning and handling, and other relevant legal documents.

Article 4. Demands for loans for offshore investment

A credit institution may provide loans to clients that need loans for:

1. Contributing charter capital to establish an economic organization in accordance with the law of the host country.

2. Making offshore investment in the form of overseas contracts.

3. Contributing capital to, or purchasing shares or contributed capital amounts at, overseas economic organizations to participate in managing such economic organizations.

4. Making offshore investment in other forms in accordance with the laws of host countries.

Article 5. Lending conditions

Credit institutions shall consider and decide on the provision of loans to clients for offshore investment that meet the following conditions:

1. Having civil legal capacity in accordance with law, for clients being legal persons. Reaching full 18 years of age or older and having full civil act capacity in accordance with law and being eligible to carry out offshore investment activities in accordance with the law on investment, for clients being individuals.

2. Having obtained offshore investment registration certificates, or having obtained confirmation of registration of foreign exchange transactions relating to offshore investment activities in accordance with the law on foreign exchange (for projects not required to carry out procedures for grant of an offshore investment registration certificate).

3. The investment activities have been approved or licensed by a competent authority of the host country. In case the law of the host country does not stipulate investment licensing or approval, the investor shall produce a document proving its/his/her right to carry out investment activities in the host country.

4. Having offshore investment projects which are evaluated as feasible by credit institutions; and being capable of repaying debts to credit institutions.

5. Having no non-performing loans for 24 months preceding the time of loan request.

Article 6. Dossiers of loan request

When wishing to borrow loans, clients shall send documents proving their satisfaction of conditions for getting loans specified in Article 5 of this Circular and other documents to credit institutions as instructed by the latter.

Article 7. Loan limits

1. Loan limits shall be agreed by credit institutions and clients on the basis of loan demands, offshore investment plans, financial capacity of clients, credit limits for clients, and capital sources of credit institutions.

2. The loan limit under a loan contract/agreement applied by a credit institution for the implementation of an offshore investment project must not exceed 70% of a client’s offshore investment capital amount in such project. Where the client obtains loans from more than one credit institution to implement the same offshore investment project, the total committed loan amount under the loan contract/arrangement entered into with all credit institutions for the implementation of that project must not exceed 70% of the client’s offshore investment capital amount in such project.

Article 8. Lending terms

The lending term shall be agreed by a credit institution and a client according to the client’s solvency, the credit institution’s ability to provide medium- or long-term capital, investment duration of the project, and the remaining validity period of the offshore investment registration certificate (for projects required to undergo the procedures for the grant of an offshore investment registration certificate) or another paper of equivalent validity.

Article 9. Currency used in loan provision and debt repayment

1. Credit institutions and clients shall agree on currency used in loan provision in accordance with the law on provision of loans by credit institutions to clients and relevant laws.

2. Currency used in debt repayment is the currency of the loan. In case of debt repayment in another currency, the agreement between the credit institution and the client shall be made in accordance with relevant laws.

Article 10. Loan security

1. The application of loan security measures shall comply with the law on provision of loans by credit institutions to clients and relevant laws.

2. The application of measures to secure loans with overseas assets shall be agreed upon by the parties in conformity with the principle of selection of law in civil relations involving foreign elements as prescribed in Part Five of the Civil Code.

Article 11. Inspection and supervision of use of loans

1. Credit institutions have the rights and obligations to inspect and supervise the use of loans and repayment of debts by clients in accordance with law.

2. Credit institutions may request their clients to report on the results of operations and use of loans or to provide, information, documents and data evidencing the proper use of loans.

3. Clients shall use loans as committed; repay the loan principal, interest and fees in full and on time in accordance with the agreement; and report on the results of their operations and use of loans, as well as provide information, documents and data evidencing the proper use of loans, at the request of credit institutions.

Article 12. Responsibilities of units under the State Bank of Vietnam

1. The Credit Department shall:

a) Act as the focal point in monitoring, summarizing and examining the provision of loans by credit institutions to their clients for offshore investment;

b) Assume the prime responsibility for, and coordinate with relevant units of the State Bank of Vietnam in, handling problems related to the provision of loans for offshore investment in accordance with this Circular.

2. The State Bank Inspectorate shall inspect credit institutions’ loan provision to their clients for offshore investment in accordance with this Circular and relevant legal documents; and handle violations according to its competence in accordance with law.

3. The Credit Institution Supervision Department shall supervise credit institutions’ implementation of this Circular according to functions and tasks.

4. The Anti-Money Laundering Department shall conduct supervision and examination of credit institutions’ compliance with anti-money laundering regulations relating to provision of loans for offshore investment.

5. The Foreign Exchange Management Department shall assume the prime responsibility for, and coordinate with relevant units of the State Bank of Vietnam in, handling foreign exchange management matters relating to provision of loans for offshore investment.

6. The Monetary Policy Department shall assume the prime responsibility for, and coordinate with related units of the State Bank in, handling problems related to the provision of foreign currency loans for offshore investment.

7. SBV Regional branches shall conduct inspection, examination and supervision of credit institutions in localities in implementing this Circular according to the competence.

Article 13. Effect

1. This Circular takes effect from August 18, 2026.

2. This Circular repeals Circular No. 36/2018/TT-NHNN prescribing the provision of loans by credit institutions and foreign bank branches to their clients for offshore investment.

3. Credit institutions and clients may continue to perform loan contracts/arrangements entered into before the effective date of this Circular, until their expiry. The modification and supplementation, if any, of loan contracts/agreements must comply with this Circular.

Article 14. Responsibility for implementation organization

Heads of units under the State Bank of Vietnam, credit institutions, and foreign bank branches shall organize the implementation of this Circular./.