Circular 33/2026/TT-NHNN prescribing debt purchase and sale of credit institutions and foreign bank branches

CIRCULAR

Prescribing debt purchase and sale operations of credit institutions and foreign bank branches

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 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 prescribing the functions, tasks, powers, and organizational structure of the State Bank of Vietnam, 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 issues a Circular prescribing debt purchase and sale operations of credit institutions and foreign bank branches.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Circular prescribes the debt purchase and sale operations arising from lending operations, payments made on behalf in guarantee operations, and mandatory debt assumptions in letter of credit issuance operations of credit institutions and foreign bank branches (hereinafter referred to as debt purchase and sale operations).

2. Debt purchase and sale of member banks of the International Financial Center in Vietnam (hereinafter referred to as the Financial Center):

a) Member banks of the Financial Center conduct operations of purchasing and selling debt to be purchased or sold with members of the Financial Center in accordance with the Government's Decree No. 329/2025/ND-CP on issuance of establishment and operation licenses for banks, foreign exchange management, anti-money laundering, counter-terrorism financing, and combat of the financing of the proliferation of weapons of mass destruction at the International Financial Center in Vietnam, and its amending, supplementing, or replacing documents (hereinafter referred to as Decree No. 329/2025/ND-CP), and relevant law on the Financial Center;

b) Member banks of the Financial Center, when conducting debt purchase operations with credit institutions and foreign bank branches, must comply with the Clause 10, Article 3, and Article 91 of Decree No. 329/2025/ND-CP. The transaction currency and foreign exchange management in debt purchase operations of member banks of the Financial Center with credit institutions and foreign bank branches shall be implemented in accordance with the Articles 8 and 9 of this Circular.

3. This Circular does not apply to:

a) Operations of purchasing and selling bad debts between credit institutions and the Vietnam Asset Management Company;

b) Operations of purchasing and selling debts arising from borrowing and lending contracts among credit institutions and foreign bank branches.

Article 2. Subjects of application

1. Credit institutions and foreign bank branches established and operating under the Law on Credit Institutions (hereinafter referred to as credit institutions and foreign bank branches).

2. Member banks of the Financial Center established and operating in accordance with the Decree No. 329/2025/ND-CP.

3. Members of the Financial Center that are not member banks, individuals, and other organizations related to the debt purchase and sale.

Article 3. Interpretation of terms

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

1. Debt purchase and sale means a written agreement on transferring the right to demand a debt arising from a loan, a payment made on behalf in a guarantee operation, or a mandatory debt assumption in a letter of credit issuance operation by credit institutions or foreign bank branches, whereby the debt seller transfers the ownership of the debt to the debt purchaser and receives payment from the debt purchaser.

2. Debt means the amount credit institutions or foreign bank branches have disbursed or paid to a customer from a loan, a payment made on behalf in a guarantee operation, or a mandatory debt assumption in a letter of credit issuance operation under a credit contract or agreement that the customer has not repaid and is determined in accordance with the regulations of the State Bank of Vietnam (hereinafter referred to as the State Bank) on the classification of assets in the operations of credit institutions and foreign bank branches.

3. Debt to be purchased or sold means a debt that is being monitored and accounted for as on-balance sheet or off-balance sheet items, or has been written off from the off-balance sheet of the debt seller, meets the conditions specified in Article 4 of this Circular, and the debtor is obligated to make a payment (outstanding principal, outstanding interest of the debt, and other financial obligations related to the debt) to the credit institution or foreign bank branch.

4. Debt seller means credit institutions or foreign bank branches that have a debt for sale in accordance with Clause 3 of this Article.

5. Debt purchaser means an organization or individual, including:

a) Credit institutions or foreign bank branches licensed to operate in debt purchase by the State Bank;

b) Member banks of the Financial Center for debt purchases from credit institutions and foreign bank branches specified in Point b, Clause 2, Article 1 of this Circular;

c) A member in the Financial Center that is not a member bank for foreign currency debts purchased and sold in accordance with this Circular;

d) Other organizations and individuals (including resident and non-resident organizations and individuals).

6. Debtor means an organization (except credit institutions and foreign bank branches) or an individual obligated to pay debt to be purchased or sold in accordance with the credit contract or agreement.

7. Broker means an intermediary in a debt purchase and sale transaction between a debt purchaser and a debt seller and is entitled to remuneration under a brokerage contract.

8. Book value of the debt to be purchased or sold includes the book value of the outstanding principal, outstanding interest of the debt, and other financial obligations related to the debt (if any) up to the time of debt purchase and sale for debts being accounted for as on-balance sheet or off-balance sheet items; or the tracked value on the books at the time of writing off from the off-balance sheet or at the time of debt purchase and sale for debts written off from the off-balance sheet.

9. On-balance sheet book value of the debt to be purchased or sold includes the book value of the outstanding principal, outstanding interest of the debt, and other financial obligations related to the debt (if any) up to the time of debt purchase and sale that is being accounted for as an on-balance sheet item.

10. Debt purchase and sale price means the amount the debt purchaser must pay to the debt seller under the debt purchase and sale contract.

11. Debt ownership means the ownership of the right to demand debt to be purchased or sold.

12. Debt purchase and sale by electronic means means debt purchase and sale where dossiers, documents, and materials related to debt to be purchased or sold are presented in the form of data or data messages, and the debt purchase and sale is conducted through electronic means and on the electronic environment.

13. Time of transferring ownership of debt to be purchased or sold means the date the debt purchaser becomes the owner of debt to be purchased or sold. The time of transferring ownership of debt to be purchased or sold shall be agreed upon by the debt purchaser and the debt seller in the debt purchase and sale contract.

14. Purchased or sold debt means a debt whose ownership has been transferred from the debt seller to the debt purchaser under a debt purchase and sale contract.

15. Repurchase of a sold debt means an agreement on debt purchase and sale, in which a party agrees to receive the transfer of ownership of a debt that was previously transferred by that party to a debt purchaser under a debt purchase and sale contract.

16. Partial debt purchase and sale means the purchase and sale of a portion of the outstanding principal, outstanding interest, and other financial obligations related to that portion of the outstanding principal for debt to be purchased or sold.

Article 4. Conditions of a purchased or sold debt

Debt to be purchased or sold must satisfy the following conditions:

1. Dossiers, documents, and relevant materials of debt to be purchased or sold, and the security contract (if any) provided by the debt seller must fully and accurately reflect the actual state of the debt in accordance with the law.

2. The debt seller has no written agreement that prohibits the purchase or sale of the debt.

3. The debt is not distrained by a competent state agency in accordance with the law at the time of debt purchase and sale.

4. The debt is not used to secure the performance of civil obligations at the time of debt purchase and sale, unless the secured party agrees in writing to the debt sale.

Article 5. Principles of conducting debt purchase and sale

1. Debt purchase and sale operations shall not contravene the contents specified in the credit contract or agreement, the security contract, and other agreements (if any) signed among the debt seller, the debtor, and the securing party.

2. Debt purchase and sale operations shall be mutually agreed upon by the parties, who shall bear self-responsibility and comply with this Circular and relevant law.

3. Credit institutions or foreign bank branches are not required to be granted a License by the State Bank when selling debts.

4. Credit institutions or foreign bank branches purchasing debts must ensure an on-balance sheet bad debt ratio of less than 3% at the most recent debt classification period in accordance with the State Bank's regulations on the classification of assets in the operations of credit institutions and foreign bank branches at the time prior to signing the debt purchase and sale contract.

5. Credit institutions or foreign bank branches shall not repurchase a sold debt.

6. Credit institutions shall not purchase or sell debts with their own subsidiary (except for debt purchase and sale with a subsidiary that is a debt and asset management company). The debt purchase and sale operations of a credit institution with a debt and asset management company that is a subsidiary of the credit institution shall comply with the State Bank's regulations on the operations of subsidiaries and affiliated companies of credit institutions in the field of debt management and asset exploitation.

7. Credit institutions or foreign bank branches shall not grant credit to customers to purchase debts owned by that credit institution or foreign bank branch itself.

8. Purchased debts (including repurchased debts) and sold debts shall be managed, monitored, and statistically reported by credit institutions and foreign bank branches in accordance with the law.

9. A credit institution, when purchasing and selling debts under a credit institution restructuring plan approved by a competent authority, is not required to apply the Clauses 4, 5, 6, and 7 of this Article.

10. A credit institution that is implementing a credit institution restructuring plan approved by a competent authority, if conducting debt purchase and sale other than the debt purchase and sale under the restructuring plan, must separately manage and monitor the purchased and sold debts under the restructuring plan and the purchased and sold debts outside the restructuring plan to serve reporting, inspection, examination, and supervision tasks in accordance with the law.

Article 6. Internal regulations on debt purchase and sale operations

1. Based on this Circular and relevant law, credit institutions and foreign bank branches must issue internal regulations on debt purchase and sale operations to purchase and sell debts, including regulations on debt purchase and sale operations conducted by electronic means specified in Chapter V of this Circular (if any), suitable to the conditions and business operation characteristics of the credit institutions and foreign bank branches (hereinafter referred to as internal regulations on debt purchase and sale operations).

2. Except for the case specified in Clause 3 of this Article, the internal regulations on debt purchase and sale operations of credit institutions or foreign bank branches shall be implemented throughout their system and must contain at least the following contents:

a) The debt purchase and sale process (selecting or proposing debt to be purchased or sold; selecting the debt valuation method; appraising, considering, and deciding on the debt purchase and sale; debt purchase and sale method; payment; regulations on the inspection and supervision of debt purchase and sale operations; risk management for debt purchase and sale operations), which clearly stipulates the decentralization of authority based on the principle of separating responsibilities between the appraisal stage and the decision-making stage of debt purchase and sale;

b) Regulations on the decentralization of authority to decide on debt purchase and sale.

3. A credit institution purchasing and selling debts under a credit institution restructuring plan approved by a competent authority shall formulate internal regulations on debt purchase and sale operations under the restructuring plan, ensuring the following principles:

a) Strictly and fully complying with the law;

b) Being consistent with the credit institution restructuring plan and the measures and processes related to debt purchase and sale operations (if any) to implement the credit institution restructuring plan approved by the competent authority.

Article 7. Licensing of debt purchase operations

The dossier, sequence, procedures, and authority for licensing debt purchase operations shall comply with the State Bank's regulations on the dossier, sequence, procedures, and authority for licensing the re-issuance of Licenses, the addition of operational contents to Licenses, and the organization and operations of credit institutions and foreign bank branches.

Article 8. Transaction currency

1. The currency used for payment in debt purchase and sale transactions with credit institutions and foreign bank branches is Vietnamese Dong. Foreign currency shall only be used as the payment currency in debt purchase and sale transactions in cases credit institutions or foreign bank branches sell a debt denominated in foreign currency to a debt purchaser who is a non-resident or a member in the Financial Center.

2. The currency used by the debt purchaser to recover the purchased debt:

a) Except for the case specified at Point b of this Clause, the currency used by the debt purchaser to recover the debt is the currency of the debt or another currency as agreed upon between the debt purchaser and the debtor in accordance with the law on restrictions on the use of foreign exchange within the territory of Vietnam;

b) The currency used to recover the purchased debt where the debt purchaser is a member in the Financial Center is the currency of the debt or another foreign currency as agreed upon between the debt purchaser and the debtor.

Article 9. Regulations on foreign exchange management in debt purchase and sale operations

1. The debt purchaser, the debt seller, the debtor, and other relevant parties are responsible for complying with the law on foreign exchange management when conducting debt purchase and sale and recovering the purchased debt.

2. Use of payment accounts for debt purchase payments with credit institutions and foreign bank branches:

a) In cases the currency used for the debt purchase payment is Vietnamese Dong, the debt purchaser shall use a payment account in Vietnamese Dong to make the debt purchase payment and related expenses to the credit institution or foreign bank branch under the debt purchase and sale contract;

b) In cases the currency used for the debt purchase payment is foreign currency:

b.1) The debt purchaser being a non-resident shall use a payment account in foreign currency opened at credit institutions or foreign bank branches permitted to engage in foreign exchange operations within the territory of Vietnam or the debt purchaser's foreign currency account abroad to pay the debt purchase amount and related expenses to the credit institution or foreign bank branch under the debt purchase and sale contract;

b.2) The debt purchaser being a member in the Financial Center shall use a payment account in foreign currency opened at credit institutions or foreign bank branches permitted to engage in foreign exchange operations, or a payment account in foreign currency opened at member banks in the Financial Center to pay the debt purchase amount and related expenses to the credit institution or foreign bank branch under the debt purchase and sale contract.

3. Use of debt recovery accounts for purchased debts:

a) In cases the debt purchaser is a non-resident and the purchased debt has a debtor being a resident, the recovered amount of the purchased debt must be transferred by the debtor into 01 (one) payment account in Vietnamese Dong (for cases where the debt is recovered in Vietnamese Dong) or 01 (one) payment account in foreign currency (for cases where the debt is recovered in foreign currency) of the debt purchaser opened at a commercial bank or foreign bank branch permitted to engage in foreign exchange operations within the territory of Vietnam;

b) In cases the debt purchaser is a member in the Financial Center and the purchased debt has a debtor being a resident, the recovered amount of the purchased debt must be transferred by the debtor into a payment account in foreign currency of the debt purchaser opened at a commercial bank or foreign bank branch permitted to engage in foreign exchange operations, or a payment account in foreign currency opened at member banks of the Financial Center.

4. Purchase and sale of debts arising from offshore lending operations:

a) In cases credit institutions or foreign bank branches sell a debt to another credit institution or foreign bank branch that is a resident, the debt seller and the debt purchaser must comply with the State Bank's current regulations on foreign exchange management regarding offshore lending and recovery of foreign debts by credit institutions and foreign bank branches;

b) In cases credit institutions or foreign bank branches sell a debt to an individual or organization that is a non-resident, the debt seller shall be responsible for carrying out procedures for registering changes to the offshore loan in accordance with the State Bank's regulations on foreign exchange management regarding offshore lending and recovery of foreign debts by credit institutions and foreign bank branches;

c) In cases credit institutions or foreign bank branches sell a debt to a member in the Financial Center:

c.1) The debt seller shall be responsible for carrying out procedures for registering changes to the offshore loan in accordance with the State Bank's regulations on foreign exchange management regarding offshore lending and recovery of foreign debts by credit institutions and foreign bank branches;

c.2) The member in the Financial Center shall recover the foreign debt through a payment account in foreign currency and is not required to implement the State Bank's regulations on foreign exchange management regarding offshore lending and recovery of foreign debts by credit institutions and foreign bank branches.

5. In cases credit institutions or foreign bank branches are the debt purchaser of a debt arising from a payment made on behalf in a guarantee operation, or a mandatory debt assumption in a letter of credit issuance operation for a non-resident, the purchasing credit institution or foreign bank branch shall perform the responsibilities of the debt-recovering party in accordance with the State Bank's regulations on foreign exchange management regarding offshore lending and recovery of foreign debts by credit institutions and foreign bank branches.

Chapter II

SPECIFIC PROVISIONS

Article 10. Debt purchase and sale methods

Credit institutions or foreign bank branches shall decide to select one of the following debt purchase and sale methods:

1. Agreement: Debt purchase and sale through direct negotiation between the debt seller and the debt purchaser or indirectly through a broker.

2. Auction: The debt seller signs a property auction service contract with a property auction organization in accordance with the law on property auction.

Article 11. Valuation of a debt

1. Credit institutions or foreign bank branches must value a debt to determine:

a) The starting price in the case of debt purchase and sale via the auction method;

b) The price for negotiating the debt purchase and sale in the case of debt purchase and sale via the agreement method.

2. Credit institutions or foreign bank branches have the right to consider and select the valuation of a debt according to the following methods:

a) Self-valuation of the debt;

b) Hiring a price appraisal enterprise that fully meets the conditions under the law on Prices to determine the value of the debt.

3. Credit institutions or foreign bank branches shall self-value a debt based on one or more of the following bases:

a) The book value of debt to be purchased or sold at the time of valuation, the debt group classification, the security asset (if any), the financial situation of the debtor, and other factors affecting the value of the debt (if any) at the time of valuation;

b) Vietnamese valuation standards issued by the Ministry of Finance.

Article 12. Debt purchase and sale in cases the debt purchaser has not fully paid the debt purchase amount

In cases the debt purchaser and the debt seller agree that the debt purchaser is allowed to pay the debt purchase amount (a part or the whole of the debt purchase amount) after the time the debt purchaser has received the transfer of ownership of the debt from the debt seller as agreed upon in the debt purchase and sale contract, the parties must ensure the following requirements:

1. The time limit for completing the payment of the remaining debt purchase and sale amount by the debt purchaser to the debt seller is a maximum of 60 days, calculated from the date the debt purchaser receives the transfer of ownership of the debt from the debt seller as agreed upon in the debt purchase and sale contract.

2. Except for the case specified in Clause 4 of this Article, the amount that the debt purchaser has not fully paid to the debt seller as agreed upon in the debt purchase and sale contract must be 100% secured for payment capability by highly liquid assets, including:

a) Deposits, certificates of deposit in Vietnamese Dong and foreign currencies issued by credit institutions and foreign bank branches;

b) Gold bars in accordance with the law on gold business operations;

c) Government bonds, Government-guaranteed bonds;

d) Corporate bonds rated AA- or higher (by Standard & Poor's or Fitch Ratings) or Aa3 or higher (by Moody's) and listed on the securities market;

dd) Shares listed on the Ho Chi Minh Stock Exchange and the Hanoi Stock Exchange (except for: shares under warning, control, temporary suspension, suspension, or trading restriction in accordance with the law and regulations of the Vietnam Stock Exchange at the time of signing the security contract; and shares with a trading volume of less than 300,000 shares/day, calculated over the 10 consecutive trading days immediately preceding the date of signing the security contract).

3. The value of the assets used to secure the deferred debt purchase amount specified in Clause 2 of this Article shall be determined according to the principle of determining the value of security assets for deduction when making risk provisions at the time of signing the security contract.

4. In cases a specially controlled credit institution purchases a debt under a restructuring plan approved by a competent authority and uses this purchased debt as a security asset for a special loan at the State Bank, the security for the deferred debt purchase amount (if any) payable after the time the debt purchaser has received the transfer of ownership of the purchased debt from the debt seller (if any) shall be agreed upon by the parties in accordance with the law.

5. In cases the value of the security asset for the deferred debt purchase amount is impaired, the addition or replacement of the security asset shall be mutually agreed upon by the parties, but the added or replaced security asset must satisfy the Clauses 2 and 3 of this Article. The handling of the security asset to recover the debt and other arising issues in the case of debt purchase and sale specified in this Article shall be agreed upon by the parties in accordance with this Circular and relevant law.

Article 13. Purchase and sale of debts from syndicated credit extension

1. A member participating in a syndicated credit extension may sell a part or the whole of its debt. The contents agreed upon in the debt purchase and sale contract shall not contravene the contents specified for the sold debt portion in the syndication contract, the syndicated credit extension contract with the customer, and the security contract (if any). The debt purchase and sale contract from a syndicated credit extension is an inseparable part of the syndication contract and the syndicated credit extension contract with the customer.

a) In case of selling a part or the whole of the debt of a lead member (lead arranger, lead lender, payment agent, security agent), the debt seller, the debt purchaser, and the remaining members participating in the syndicated credit extension shall uniformly agree on the amended contents in the syndication contract in accordance with relevant law;

b) In cases the debt seller is not a lead member, the debt seller and the debt purchaser shall uniformly agree on the debt purchase and sale plan, and concurrently, the debt seller shall notify the remaining members participating in the syndicated credit extension in writing of the debt purchase and sale after signing the debt purchase and sale contract but no later than the date the debt purchaser receives the transfer of ownership of the debt to be purchased or sold.

2. In case of selling the entire syndicated credit extension debt, the members of the syndicated credit extension shall uniformly agree on the plan for selling the debt, ensuring compliance with this Circular and relevant law.

Article 14. Sale of a part of a debt or sale of a debt to multiple debt purchasers

Credit institutions or foreign bank branches may sell a part of a debt or sell a debt to multiple debt purchasers. The sale of a part of a debt or the sale of a debt to multiple debt purchasers shall be conducted according to the following principles:

1. In cases the debt seller still owns a part of the debt to be purchased or sold, the debt seller must continue to act as the Lead party in managing the dossiers, documents, security measures (if any), and other related issues of the debt. For the unsold debt portion, the debt seller shall continue to manage, monitor, classify the debt, and make risk provisions in accordance with the law.

In cases the debt seller no longer owns the debt to be purchased or sold and has received the full debt purchase amount, the dossiers, documents, security measures of the debt (if any), and other issues related to the debt from the debt seller to the debt purchasers shall be transferred in accordance with the debt purchase and sale contract and the agreements among the debt purchasers, complying with the law.

2. The rights and obligations of the parties and the handling of arising issues in the case the debt seller acts as the focal point in managing the dossiers, documents, security measures, and other related issues of the debt specified in Clause 1 of this Article shall be implemented as agreed upon by the parties in accordance with the law.  

3. In the case of selling a part of a debt or selling a debt to multiple debt purchasers, the financial handling and other related issues for the purchased or sold debt portion of the debt purchaser and the debt seller shall be implemented as prescribed for a debt purchase and sale and the Clauses 1 and 2 of this Article.

Article 15. Debt purchase and sale contract

1. A debt purchase and sale contract must be signed by the legal representative or the authorized representative of the debt purchaser and the debt seller.  

2. A debt purchase and sale contract must contain the following principal contents:

a) Time of signing the debt purchase and sale contract;

b) Bases and grounds for signing the debt purchase and sale contract, purposes of the debt purchase and sale (for the case of debt purchase and sale under a restructuring plan);

c) Names and addresses of the parties participating in signing the debt purchase and sale contract;

d) Names and titles of the representatives of the parties participating in signing the debt purchase and sale contract;

dd) Names and addresses of the debtor and relevant parties (if any) to debt to be purchased or sold;

e) Details of debt to be purchased or sold: bases for the arising of the debt, debt amount, debt repayment time, book value of the debt up to the time of conducting the debt purchase and sale;

g) Security measures for the payment obligation of the debtor regarding debt to be purchased or sold (if any);

h) Debt sale price, payment method, payment time limit;

i) Method and procedures for transferring dossiers and documents of the debt, including dossiers and documents on the security asset of the debt (if any); the time the debt seller transfers the ownership of the debt to the debt purchaser;

k) Rights and obligations of the debt seller and the debt purchaser; Rights and obligations of the debt seller and the debt purchaser regarding the handling of relevant issues in case the time of transferring the ownership of debt to be purchased or sold does not coincide with the time of completing the registration of changing the secured party from the debt seller to the debt purchaser (if any);

l) Responsibilities of the parties for breach of contract;

m) Settlement of arising disputes;

n) Effective time of the contract.

3. In addition to the contents specified in Clause 2 of this Article, the parties may agree on other contents in the debt purchase and sale contract that are not contrary to this Circular and relevant law.

4. The amendment and supplementation of the contents of the debt purchase and sale contract shall be agreed upon by the relevant parties on the basis of ensuring compliance with this Circular and relevant law.

Article 16. Transfer of rights and obligations related to the debt

1. The debt purchaser shall succeed to and assume the rights and obligations related to the debt to be purchased or sold of the debt seller from the time the debt purchaser receives the transfer of ownership of the debt from the debt seller as agreed upon in the debt purchase and sale contract.

2. The debt seller transfers the rights and obligations related to the debt to the debt purchaser, including the rights and obligations regarding the security measures of that debt (if any). The transfer of rights and obligations regarding the security measures of the debt shall be conducted in accordance with the law on security measures and other relevant law. The registration of changing the secured party shall be carried out in accordance with the law on registration of security measures.

3. The debt purchaser, the debtor, and the securing party may agree on adjusting the security measures for the purchased or sold debt in accordance with the law and the agreements of the parties.

Article 17. Rights and obligations of the debt purchaser

1. The debt purchaser has the following rights:

a) Requesting the debt seller to provide complete and accurate information about the debt to be purchased or sold (including information related to the formation, monitoring, and management of the debt, the obligations of the debtor, etc.);

b) Fully inheriting the rights of the debt seller regarding the debt as agreed upon, in accordance with the law;

c) Requesting the debt seller to transfer the dossiers and complete the procedures to fully transfer the rights and obligations of the debt seller, in accordance with the agreements of the parties in the debt purchase and sale contract and the law;

d) Requesting the debt seller to strictly and fully perform the committed obligations as agreed upon;

dd) Being compensated by the debt seller for breaches as agreed upon in the debt purchase and sale contract;

e) Other rights as agreed upon and in accordance with the law.

2. The debt purchaser has the following obligations:

a) Fully and punctually paying the debt purchase amount to the debt seller under the debt purchase and sale contract;

b) Paying the expenses (including brokerage fees (if any)) arising during the debt purchase and sale process as agreed upon;

c) Fully inheriting the obligations of the debt seller regarding the debt as agreed upon, in accordance with the law;

d) Strictly and fully performing other obligations as agreed upon and in accordance with the law.

Article 18. Rights and obligations of the debt seller

1. The debt seller has the following rights:

a) Requesting the debt purchaser to fully and punctually pay the amounts as agreed upon in the debt purchase and sale contract;

b) Requesting the debt purchaser to strictly perform the committed obligations;

c) Being compensated by the debt purchaser for breaches as agreed upon in the debt purchase and sale contract;

d) Other rights as agreed upon and in accordance with the law.

2. The debt seller has the following obligations:

a) Notifying in writing or via other forms of notification (as mutually agreed upon by the relevant parties) the debtor and parties holding rights and obligations related to the debt in accordance with the law (the secured party, the beneficiary, etc.) of the contents of the debt sale after the parties sign the debt purchase and sale contract or amend and supplement the debt purchase and sale contract (if any), but no later than the date the debt purchaser receives the transfer of ownership of the purchased debt. In cases the law provides otherwise or according to an agreement between the debt seller and the debtor, the debt seller shall notify the debtor in writing of the debt sale before signing the debt purchase and sale contract;

b) Bearing full responsibility for the completeness and accuracy of the dossiers of the sold debt;

c) Providing information related to the sold debt at the request of the debt purchaser, ensuring compliance with the law and not contravening the agreements in the signed credit contract or agreement, and security contract (if any);

d) Fully and punctually transferring the intact dossiers of the debt to the debt purchaser as agreed upon;

dd) Transferring intact the rights and obligations regarding the sold debt, including the rights and obligations regarding the security measures of the debt, and the insurance of the debt (if any) to the debt purchaser in accordance with the debt purchase and sale contract and the law;

e) Paying the expenses (including brokerage fees (if any)) arising during the debt purchase and sale process as agreed upon;

g) Strictly and fully performing other obligations as agreed upon and in accordance with the law.

Article 19. Rights and obligations of the broker

1. The broker has the following rights:

a) Arranging the purchase and sale of the debt for the debt purchasers and debt sellers;

b) Receiving the brokerage fee and being paid for other relevant reasonable expenses as agreed upon by the parties in the brokerage contract;

c) Other rights as agreed upon and in accordance with the law.

2. The broker has the following obligations:

a) Honestly and objectively reflecting the information related to the debt purchase and sale transaction provided by the parties;

b) Bearing legal responsibility for the information provided by itself;

c) Not disclosing or providing information related to the purchase and sale of the debt as agreed upon in the brokerage contract, unless agreed by the debt purchaser and debt seller, or in case of having to provide information upon the request of competent state agencies in accordance with the law;

d) Preserving the documents handed over for conducting the brokerage and fully returning such documents to the debt purchasers and debt sellers after completing the brokerage work;

dd) Strictly and fully performing other obligations as agreed upon and in accordance with the law.

Article 20. Settlement of disputes

1. Disputes arising in debt purchase and sale operations shall be settled as agreed upon by the parties in the debt purchase and sale contract but must not contravene the law.  

2. In case of debt purchase and sale involving foreign elements, the parties may agree on the applicable law, a foreign court, or a foreign commercial arbitration to settle disputes arising from the debt purchase and sale transaction, provided that such agreement does not contravene the Vietnamese law and international treaties to which Vietnam is a contracting party.

Chapter III

DEBT PURCHASE AND SALE UNDER A RESTRUCTURING PLAN

Section 1

DEBT PURCHASE AND SALE UNDER THE RECOVERY PLAN OF A SPECIALLY CONTROLLED CREDIT INSTITUTION

Article 21. Principles of debt purchase and sale under the recovery plan of a specially controlled credit institution

1. Debt purchase and sale under the recovery plan of a specially controlled credit institution must satisfy the following requirements:

a) The recovery plan of the specially controlled credit institution approved by the State Bank includes support measures for debt purchase and sale with a supporting credit institution;

b) The State Bank has a written document requesting the supporting credit institution to sell a debt, or repurchase a sold debt to the specially controlled credit institution as specified in Article 22 of this Circular;

c) The debt purchase and sale to recover the specially controlled credit institution shall be conducted during the implementation period of the recovery plan of the specially controlled credit institution approved by a competent authority (including the extended time, if any).

2. The supporting credit institution shall agree with the specially controlled credit institution on selling the debt held by the supporting credit institution that is classified in the standard debt group to the specially controlled credit institution, in accordance with the recovery plan of the specially controlled credit institution approved by a competent authority and the Circular.

3. The supporting credit institution shall agree with the specially controlled credit institution on repurchasing the debt sold to the specially controlled credit institution specified in Clause 2 of this Article, in accordance with the recovery plan of the specially controlled credit institution approved by a competent authority and this Circular.  

Article 22. Written document of the State Bank requesting a supporting credit institution to conduct the sale of a debt or the repurchase of a sold debt

1. The written document of the State Bank requesting a supporting credit institution to conduct the sale of a debt or the repurchase of a sold debt is a document containing the content requesting the supporting credit institution to conduct the sale of a debt, the repurchase of a sold debt, or simultaneously both the request for the sale of a debt and the repurchase of a sold debt as specified in Clauses 2 and 3 of this Article. The written request document of the State Bank is one or more of the following documents:

a) The document approving the recovery plan of the specially controlled credit institution of the State Bank;

b) Other written documents of the State Bank containing the content requesting the supporting credit institution to sell a debt, or repurchase a sold debt to the specially controlled credit institution under the approved recovery plan of the specially controlled credit institution.

2. The content requesting the supporting credit institution to conduct the sale of a debt being classified in the standard debt group to the specially controlled credit institution includes the following content: requesting the supporting credit institution to conduct the sale of a debt being classified in the standard debt group to the specially controlled credit institution, the sold debt balance, the capital source used to purchase the debt from the supporting credit institution, and other contents and requirements on the debt purchase and sale (if any).  

3. The content requesting the supporting credit institution to conduct the repurchase of a sold debt includes the following contents: requesting the supporting credit institution to conduct the repurchase of a sold debt to the specially controlled credit institution, requirements for the debt to be repurchased, and other requirements (if any).

Section 2

DEBT PURCHASE AND SALE UNDER THE PLAN ON MERGER, CONSOLIDATION, TRANSFER OF ALL SHARES, CAPITAL CONTRIBUTIONS OF A SPECIALLY CONTROLLED CREDIT INSTITUTION

Article 23. Principles of debt purchase and sale under the plan on merger, consolidation, transfer of all shares, capital contributions of a specially controlled credit institution

1. Debt purchase and sale under the plan on merger, consolidation, transfer of all shares, capital contributions of a specially controlled credit institution must satisfy the following requirements:

a) The plan on merger, consolidation, transfer of all shares, capital contributions of the specially controlled credit institution approved by the State Bank includes support measures for purchasing debts of the credit institution receiving the merger, consolidation, transfer of all shares, capital contributions of the specially controlled credit institution that are being classified in the standard debt group, and selling back the purchased debts to the credit institution receiving the merger, consolidation, transfer of all shares, capital contributions of the specially controlled credit institution;

b) The debt purchase and sale between the credit institution receiving the merger, consolidation, transfer of all shares, capital contributions of the specially controlled credit institution and the specially controlled credit institution shall be conducted during the implementation period of the plan on merger, consolidation, transfer of all shares, capital contributions of the specially controlled credit institution approved by the State Bank (including the extended time, if any).

2. The credit institution receiving the merger, consolidation, transfer of all shares, capital contributions of the specially controlled credit institution and the specially controlled credit institution shall agree on the debt purchase and sale in accordance with the plan on merger, consolidation, transfer of all shares, capital contributions of the specially controlled credit institution approved by the State Bank and this Circular.

Section 3

DEBT PURCHASE AND SALE UNDER A COMPULSORY TRANSFER PLAN

Article 24. Principles of debt purchase and sale under a compulsory transfer plan

1. Debt purchase and sale under a compulsory transfer plan must satisfy the following requirements:

a) The compulsory transfer plan approved by a competent authority contains contents on debt purchase and sale;

b) Purchasing and selling debts under the compulsory transfer plan between the compulsorily transferred party and the compulsory transferee are conducted during the implementation period of the compulsory transfer plan approved by a competent authority (including the extended time, if any);

c) Implementing the debt purchase and sale must comply with the debt purchase and sale contents at the compulsory transfer plan approved by a competent authority and this Circular.

2. Purchasing and selling debts under the compulsory transfer plan shall be conducted in accordance with the Articles 25 and 26 of this Circular.

Article 25. Debt purchase and sale

1. The compulsorily transferred party is allowed to purchase debts held by the compulsory transferee that are being classified in the standard debt group.

2. The compulsorily transferred party is allowed to sell back the purchased debts in accordance with the Clause 1 of this Article to the compulsory transferee as agreed or in cases these debts are converted into bad debts.

Article 26. Term debt purchase and sale

1. Term debt purchase and sale means the compulsory transferee selling a debt held by the compulsory transferee that is being classified in the standard debt group to the compulsorily transferred party for a certain period of time, and simultaneously the compulsory transferee committing to repurchase that debt upon maturity as agreed or having to repurchase it in cases the debt is converted into a bad debt by the compulsorily transferred party, whichever comes first.

2. The term of debt purchase and sale is the period calculated in days (including weekends and holidays) starting from the date the compulsorily transferred party receives the transfer of ownership of the term purchased debt until the date the compulsory transferee receives the transfer of ownership of the repurchased debt according to the agreed term.

3. The term of debt purchase and sale shall be agreed upon by the compulsory transferee and the compulsorily transferred party and may be adjusted but must fall within the loan period of the debt (including the extended time of the debt, if any). Adjusting the term of debt purchase and sale of a term debt purchase and sale contract shall be agreed upon by the parties in accordance with the compulsory transfer plan approved by a competent authority, this Circular, and relevant law.

4. The price of a term debt purchase and sale is determined at the time of purchasing and selling the term debt in accordance with this Circular and relevant law. The compulsory transferee and the compulsorily transferred party may agree on the principle of determining the price of a term debt purchase and sale when conducting the debt repurchase at the term debt purchase and sale contract, and are not required to apply the Article 11 of this Circular.

5. During the ownership period of the term debt to be purchased or sold, the owner of the debt has full rights and obligations of an owner in accordance with the law. The rights, obligations, and handling of arising issues related to the term debt purchase and sale shall be agreed upon by the compulsory transferee and the compulsorily transferred party at the debt purchase and sale contract, in accordance with this Circular and other relevant law.

Chapter IV

MANAGEMENT AND FINANCIAL HANDLING FOR PURCHASED OR SOLD DEBTS

Article 27. Management of purchased or sold debts

1. Credit institutions and foreign bank branches:

a) Credit institutions or foreign bank branches purchasing a debt must separately account for and monitor the debt purchase amount according to the debt purchase and sale price, ensuring the separation of purchased debts from debts arising from the credit extension operations of the credit institution or foreign bank branch itself, and must include the debt purchase amount in the total credit extension balance for the debtor;

b) The credit institution or foreign bank branch shall classify debts, make and use provisions to handle risks for the debt purchase amount in accordance with the law.

2. Organizations and individuals not belonging to the subjects specified in Clause 1 of this Article shall manage the debt ensuring it is not contrary to the law.

3. For a sold debt for which the debt sale proceeds have not been fully collected, the debt seller being credit institutions or foreign bank branches shall classify the debt, make and use risk provisions for the uncollected debt sale proceeds in accordance with the law.

4. The credit institution being the owner of the debt during the period of term debt purchase and sale shall monitor, manage, classify the debt, make and use risk provisions, conduct financial handling, accounting, and handle other relevant issues for the debt in accordance with this Circular and relevant law.

Article 28. Financial handling and accounting for purchased or sold debts

1. Credit institutions or foreign bank branches selling a debt:

a) For a debt with the principal being accounted for as an on-balance sheet item:

a.1) The debt recovery shall be handled according to the principle: recovering the principal first, and the interest later;

a.2) In cases the debt sale price is higher than or equal to the on-balance sheet book value of the purchased or sold debt:

After recovering the principal and interest of the sold debt, the positive difference (if any) between the debt sale price and the on-balance sheet book value of the purchased or sold debt shall be recognized as income by the credit institution or foreign bank branch;

a.3) In cases the debt sale price is lower than the on-balance sheet book value of the purchased or sold debt, in addition to the proceeds collected from the debt sale, the debt seller being credit institutions or foreign bank branches shall use the compensation amount (in cases property losses occur due to subjective causes and compensation is required in accordance with the financial regime applicable to credit institutions and foreign bank branches), and insurance proceeds (if any) to recover the debt. After fully using the proceeds collected from the debt sale, the compensation amount, and the insurance proceeds mentioned above to recover the debt but there is still a shortfall, the credit institution or foreign bank branch shall comply with the provisions on the financial regime applicable to credit institutions and foreign bank branches, specifically as follows:

For the uncollected principal: The credit institution or foreign bank branch shall use the provision made in expenses; in cases there is a shortfall, it shall be offset by the financial reserve fund of the credit institution or foreign bank branch. In cases the financial reserve fund is insufficient for offsetting, the shortfall shall be accounted for into other expenses in the period. After completing the above financial handling, the credit institution or foreign bank branch shall write off the uncollected principal.

For the uncollected interest: In cases the interest being recorded as an on-balance sheet item has been accounted for into income, the credit institution or foreign bank branch shall account for a decrease in income or account it into expenses in accordance with the provisions on the financial regime applicable to credit institutions and foreign bank branches. In cases the interest is being recorded as an off-balance sheet item, the credit institution or foreign bank branch shall write off the interest of the sold debt;

b) For a debt being monitored as an off-balance sheet item:

The credit institution or foreign bank branch shall write off the sold debt from off-balance sheet accounts and record the debt sale proceeds (according to the debt sale price) into the income of the credit institution or foreign bank branch;

c) For a debt that has been written off from the off-balance sheet accounts:

The debt sale proceeds shall be recorded into the income of the credit institution or foreign bank branch.

2. Credit institutions or foreign bank branches purchasing a debt:

a) In cases the debt purchase price is less than or equal to the outstanding principal of the purchased debt:

The principal amount collected under the credit contract or agreement of the purchased debt shall be recorded by the purchasing credit institution or foreign bank branch as a recovery of the debt purchase amount. In cases the debt purchase amount has been fully recovered, the remaining collected principal (the remaining difference between the principal of the purchased debt and the debt purchase amount) shall be recognized as income.

The interest amount collected under the credit contract or agreement of the purchased debt shall be recognized as income by the purchasing credit institution or foreign bank branch;

b) In cases the debt purchase price is greater than the outstanding principal of the purchased debt:

The principal and interest amounts collected under the credit contract or agreement of the purchased debt shall be recorded by the purchasing credit institution or foreign bank branch as a recovery of the debt purchase amount. Up to the time when the remaining debt purchase amount is less than or equal to the outstanding principal of the purchased debt at that time, the principal and interest amounts collected under the credit contract or agreement of the purchased debt shall be handled by the purchasing credit institution or foreign bank branch in accordance with the Point a, Clause 2 of this Article.

In cases the debt purchase amount is not fully recovered, the credit institution or foreign bank branch shall handle the unrecovered amount in accordance with the provisions on the financial regime applicable to credit institutions and foreign bank branches and relevant law.

3. The credit institution or foreign bank branch shall perform accounting in debt purchase and sale operations; handle items arising from exchange rate differences when purchasing debts, selling debts, and recovering purchased debts; and handle property losses shall be conducted by the credit institution or foreign bank branch in accordance with the provisions on the financial regime and accounting of credit institutions and foreign bank branches, and relevant law.

4. The credit institution or foreign bank branch selling a debt shall be responsible for monitoring and storing information for the sold debts specified at Point a.3, Clause 1, and Point b, Clause 1 of this Article to serve inspection and examination work upon request.

5. A debt purchaser that is not credit institutions or foreign bank branches shall financially handle and account for the purchased debt in accordance with the law.  

Chapter V

DEBT PURCHASE AND SALE BY ELECTRONIC MEANS

Article 29. Principles of debt purchase and sale by electronic means

1. Credit institutions and foreign bank branches may choose to purchase and sell debts by electronic means. Purchasing and selling debts by electronic means must comply with this Circular; the law on anti-money laundering; electronic transactions; personal data protection; safety and security for the provision of online services in the banking industry, and relevant law.

2. When identifying and verifying customer information via electronic means for customers establishing a relationship for the first time, credit institutions or foreign bank branches shall identify and verify customer identification information in accordance with the State Bank's regulations on opening and using payment accounts at payment service providers. In cases the customer has established a relationship at the credit institution or foreign bank branch and completed the identification and verification of customer identification information, the credit institution or foreign bank branch is allowed to decide on applying measures, forms, and technologies to verify customer identification information by electronic means, ensuring compliance with the regulations on safety and security for the provision of online services in the banking industry and the customer information that has been collected and stored by the credit institution or foreign bank branch.

3. Credit institutions or foreign bank branches shall self-decide on the measures, forms, and technologies for purchasing and selling debts by electronic means, bear self-responsibility for arising risks (if any), and must satisfy the following minimum requirements:

a) Measures, forms, and technologies selected by the credit institution or foreign bank branch must comply with the State Bank's regulations on safety and security in banking operations;

b) Applying forms of electronic transaction confirmation to confirm the customer's approval with the credit institution or foreign bank branch when conducting electronic transactions during the process of purchasing and selling debts in accordance with the State Bank's regulations and relevant law;

c) Storing and preserving fully and in detail the documents, information, and customer identification data during the process of conducting debt purchase and sale. The information and data must be stored safely and securely, backed up, ensuring the completeness and integrity of the data to serve the work of inspecting, cross-checking, and authenticating customers during the process of purchasing and selling debts; resolving inquiries, complaints, and disputes, and providing information upon request from competent agencies. Storing and preserving the documents, information, and customer identification data shall be conducted in accordance with the law on archiving, anti-money laundering, and electronic transactions;

d) The credit institution or foreign bank branch shall be responsible for inspecting and evaluating the safety and security level of the measures, forms, and technologies, and temporarily suspending the service provision to upgrade, modify, and perfect in cases there are signs of unsafety;

dd) Assigning specific responsibilities for each individual and department building, establishing, and operating the information system serving debt purchase and sale operations. In cases risks arise, the credit institution or foreign bank branch must have a mechanism to identify each individual and department bearing responsibility, and promptly handle arising issues and risks to ensure effectiveness and safety during the process of conducting debt purchase and sale.

4. The information system conducting debt purchase and sale by electronic means must comply with the regulations on ensuring cybersecurity for information systems of level 3 or higher in accordance with the law on cybersecurity.

5. For other contents in debt purchase and sale operations not specified in this Chapter, credit institutions and foreign bank branches may conduct them by electronic means in accordance with the law on electronic transactions, this Circular, and other relevant law.

Article 30. Dossiers of debt to be purchased or sold by electronic means

Data and data messages regarding debt to be purchased or sold by electronic means must fully express information on dossiers, documents, and other materials related to the debt to be purchased or sold specified in Clause 1, Article 4 of this Circular.

Article 31. Debt purchase and sale agreements by electronic means

Debt purchase and sale agreements by electronic means are made in writing in accordance with the law on electronic transactions and relevant law. In cases it is an electronic debt purchase and sale contract, it shall be implemented in accordance with the law on electronic transactions and must contain at least the contents specified in Article 15 of this Circular.

Chapter VI

RESPONSIBILITIES OF RELEVANT UNITS

Article 32. Responsibilities of credit institutions and foreign bank branches

1. Credit institutions and foreign bank branches shall be responsible for issuing internal regulations on debt purchase and sale operations in accordance with this Circular and sending them to the State Bank (the Department of Credit Institution Management and Supervision, the State Bank Regional Branch where the head office of the credit institution or foreign bank branch is located) no later than 10 days after signing for issuance or amendment and supplementation.

2. Credit institutions and foreign bank branches shall be responsible for reporting to the State Bank on debt purchase and sale operations in accordance with the regulations on statistical reporting for credit institutions and foreign bank branches.

Article 33. Responsibilities of relevant units of the State Bank

1. The Credit Department shall be responsible for:

a) Acting as the focal point for handling issues arising during the process of deploying and implementing this Circular;

b) Monitoring and synthesizing the implementation situation of debt purchase and sale operations of credit institutions and foreign bank branches in accordance with this Circular;

c) Participating in coordinating with the Department of Credit Institution Management and Supervision to advise the Governor on debt purchase and sale under credit institution restructuring plans specified in this Circular.

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

a) Acting as the focal point for advising the Governor on measures to implement debt purchase and sale at credit institution restructuring plans; Acting as the focal point for advising the Governor to approve documents requesting supporting credit institutions to sell debts or repurchase sold debts specified in this Circular according to decentralization and authorization; Acting as the focal point for advising the Governor to handle issues arising related to the implementation of debt purchase and sale under approved credit institution restructuring plans;

b) Supervising credit institutions and foreign bank branches in implementing this Circular according to functions and tasks;

c) Coordinating with the Credit Department to handle issues related to debt purchase and sale specified in this Circular according to functions and tasks.

3. The State Bank Inspectorate shall be responsible for:

a) Regularly or irregularly inspecting and handling violations against credit institutions and foreign bank branches in complying with this Circular according to functions and tasks;

b) Providing the Credit Department, the Department of Credit Institution System Safety, and the Department of Credit Institution Management and Supervision with information on violations of credit institutions and foreign bank branches in debt purchase and sale operations.

4. The Finance and Accounting Department shall be responsible for:

Guiding the accounting of debt purchase and sale operations of credit institutions and foreign bank branches.

5. The Department of Foreign Exchange Management shall be responsible for:

Guiding the handling of entanglement issues related to foreign exchange management according to functions and tasks.  

6. Units of the State Bank shall be responsible for handling related issues specified in this Circular according to functions and tasks.

7. The State Bank Regional Branch shall be responsible for:

Inspecting and supervising credit institutions and foreign bank branches in complying with this Circular.

Chapter VII

IMPLEMENTATION PROVISIONS

Article 34. Effect

1. This Circular takes effect on November 20, 2026.  

2. The following Circulars shall expire from the date this Circular takes effect:

a) Circular No. 09/2015/TT-NHNN of the Governor of the State Bank of Vietnam prescribing debt purchase and sale operations of credit institutions and foreign bank branches;

b) Circular No. 18/2022/TT-NHNN of the Governor of the State Bank of Vietnam amending and supplementing a number of articles of Circular No. 09/2015/TT-NHNN.

Article 35. Transitional provisions

1. Debt purchase and sale contracts signed before the effective date of this Circular shall continue to be implemented in accordance with the signed agreements. The amendment and supplementation of debt purchase and sale contracts must comply with this Circular, except for the Clause 2 of this Article.  

2. For credit institutions that have had their restructuring plans approved in accordance with Law No. 47/2010/QH12 amended and supplemented by a number of articles of Law No. 17/2017/QH14, the debt purchase and sale under the restructuring plan signed before the effective date of this Circular shall continue to be implemented in accordance with the Circular No. 09/2015/TT-NHNN as amended and supplemented by Circular No. 18/2022/TT-NHNN. In cases a debt purchase and sale contract is amended and supplemented, it must comply with the approved restructuring plan and this Circular.

In cases the restructuring plan is amended and supplemented in accordance with the Clause 9, Article 210 of Law No. 32/2024/QH15, the debt purchase and sale shall be implemented in accordance with the amended and supplemented restructuring plan and this Circular.  

3. From the effective date of this Circular, credit institutions and foreign bank branches must amend and supplement their internal regulations on debt purchase and sale operations to comply with this Circular before purchasing and selling debts.

Article 36. Organization of implementation

The Heads of units of the State Bank, credit institutions, and foreign bank branches shall be responsible for organizing the implementation of this Circular./.