Circular 80/2025/TT-NHNN amending Circular 12/2022/TT-NHNN on foreign exchange management for foreign loan borrowing and repayment by enterprises

CIRCULAR

Amending and supplementing a number of articles of Circular No. 12/2022/TT-NHNN guiding foreign exchange management for foreign loan borrowing and repayment by enterprises

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

Pursuant to the Government’s Decree No. 219/2013/ND-CP on management of enterprises’ borrowing of foreign loans and payment of foreign debts without government guarantee;

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

The Governor of the State Bank of Vietnam hereby promulgates the Circular amending and supplementing a number of articles of Circular No. 12/2022/TT-NHNN guiding foreign exchange management for foreign loan borrowing and repayment by enterprises.

Article 1. To amend and supplement Article 7

“Article 7. Principles for preparation, submission, receipt and return of dossier processing results

1. A borrower shall submit one set of dossiers for performance of administrative procedures as specified in this Circular by:

a) Direct submission at the State Bank's Single-window section;

b) Submission via postal service;

c) Online submission via the National Public Service Portal.

In case where the National Public Service Portal fails to receive or exchange electronic information due to an incident or error, the dossier submission, receipt, result return, exchange and feedback of information shall be conducted by postal service or conducted directly at the Single-window section of the State Bank.

2. In case of online submission through the National Public Service Portal, e-dossiers shall use digital signatures and specialized electronic signatures ensuring security in accordance with the law on e-transactions and performance of administrative procedures on electronic environment.

3. Documents included in the e-dossier shall be electronic documents in “.PDF” format scanned from originals or original copies, except for application forms declared on the National Public Service Portal. The names of electronic documents must correspond to the names of the types of documents as prescribed.

4. Documents included in the paper dossier that are copies must be certified copies or copies certified by the borrower as true copies made from the originals.

5. For original dossiers in foreign languages, they must be translated into Vietnamese and the translator’s signature must be notarized or certified in accordance with the Vietnamese law on certification, except for documents being agreements or instruments executed or issued by the borrower, which the borrower may self-translate and certify, and shall bear legal responsibility for the accuracy of the Vietnamese translation against the foreign-language content.

6. The receipt of dossiers shall be carried out in accordance with the applicable laws on performance of administrative procedures under the single-window and inter-agency single-window mechanism at the Single-window section and the National Public Service Portal, and the provisions of this Circular.

7. Cadres, civil servants, public employees, and staff at the State Bank's Single-window section shall notify organizations and individuals of the official receipt of dossiers or requests for modification of dossiers for receipt no later than 03 (three) working days from the date of receipt of dossiers via the submission methods prescribed in Clause 1 of this Article. Such notification shall be sent to the accounts of organizations and individuals on the National Public Service Portal or via the e-mail sending function or the automatic SMS sending function of the National Public Service Portal.

8. The State Bank shall return the results of the settlement of administrative procedures to organizations and individuals in the form of electronic documents via online means or in paper form via postal services or directly at the State Bank’s Single-window section”.

Article 2. To amend, supplement, and annul a number of clauses of Article 8

1. To amend and supplement Clause 2 as follows:

“2. The use of the Website for reporting on the implementation of foreign loans shall be carried out in accordance with this Circular and the Manual published on the Website.”

2. To annul Clause 3.

Article 3. To annul Article 10

Article 4. To amend and supplement Clause 3 of Article 11

“3. Short-term loans not accompanied by extension agreements but having outstanding loan principals (including also loan interests aggregated in loan principals) on the date which is full 1 year from the first drawdown date, except in case where, within 30 working days from the date which is full 1 year from the first drawdown date, the borrower completes the payment of the outstanding loan principals, including the conversion of the entire outstanding loan principals into shares or contributed capital of the lender at the borrower, or the borrower is released from the entire obligation to repay such principals.”

Article 5. To amend, supplement, and annul a number of clauses of Article 15

1. To amend and supplement Clause 1 as follows:

“1. Preparation of an application for registration of a foreign loan not eligible for Government guarantee:

a) In case the borrower chooses to submit the dossier online via the National Public Service Portal: The borrower shall directly enter information into the application for registration of a foreign loan posted on the National Public Service Portal and submit it online;

b) In case the borrower does not choose to submit the dossier online: The borrower shall complete the application for registration of a foreign loan in accordance with Appendix I to this Circular.”

2. To amend and supplement Clause 3 as follows:

“3. The State Bank shall give a confirmation of, or refuse to confirm, the loan registration, clearly stating the reason, within 10 working days after receiving a complete and valid dossier of the borrower. The template of the written confirmation of registration of a foreign loan not eligible for Government guarantee is provided in Appendix II to this Circular.

In case the dossier ineligible for processing, within 7 working days from the date of official receipt of the dossier, the State Bank shall issue a written request requiring the borrower to supplement and clarify the contents in accordance with this Circular. After 60 days from the issuance of the above-mentioned written request for supplementation and clarification, if the borrower fails to complete the dossier, the State Bank shall close the dossier on the Administrative Procedure Settlement Information System in accordance with the law on the performance of administrative procedures under the single-window and inter-agency single-window mechanism at the Single-window section and the National Public Service Portal.”

3. To annul Clause 4.

Article 6. To amend, supplement, and annul a number of clauses of Article 16

1. To annul Clause 2, Clause 5 and Clause 7.

2. To amend and supplement Clause 4 as follows:

“4. Documents relating to the foreign loan agreement. The borrower shall choose to submit one of the following documents:

a) A foreign-language copy and Vietnamese translation of the foreign loan agreement and agreement on extension of the short-term loan into a medium- or long-term loan (if any); or

b) A summary of the foreign loan agreement, which must include at least the following contents: the loan amount; the drawdown period; applicable interest rates, penalty interest and fees of the foreign loan; the loan tenor; forms of drawdown and repayment; security measures; other financial undertakings between the borrower and the lender; and other agreed contents relating to forms of drawdown or repayment of the foreign loan (if any). The summary must include references to the corresponding articles, clauses and points of the loan agreement for the summarized contents. The summary must be signed and sealed by the legal representative of the borrower and include a commitment ensuring that the summarized contents are accurate and consistent with the contents of the foreign loan agreement.”

3. To amend and supplement the first paragraph of Clause 8 as follows:

“8. A written confirmation issued by the account service-providing bank within 10 working days before submission of the loan registration dossier, certifying the drawdown, repayment of principal and interest up to the time the account service-providing bank issues such written confirmation (applicable to borrowers opening foreign loan borrowing and repayment accounts at an account service-providing bank), in the following cases:”

Article 7. To amend and supplement a number of points of Clause 2 of Article 17

1. To amend and supplement Point b as follows:

“b) The borrower’s address is changed within the same province or city where the borrower’s head office is located, the borrower’s address is changed due to reorganization of administrative units (at commune, ward, provincial or municipal levels) for borrowers other than credit institutions or foreign bank branches; borrower’s head office address is changed in case where the borrower is a credit institution or a foreign bank branch. The borrower shall be responsible for updating the changed address on the Website;”

2. To amend and supplement Point dd as follows:

“dd) The plan on payment of interest and fee for the foreign loan is changed as compared to the plan certified by the State Bank in the confirmation of registration or the confirmation of registration of a change in the foreign loan, but the method of interest and fee determination stated in the foreign loan agreement remains unchanged; or the lender waives the obligation of the borrower to pay interest and fees. The borrower shall make a table of calculation of payable interest and fee amounts for use as a basis for the account service-providing bank to check and monitor the money transfer;”

3. To add Point h after Point g as follows:

“h) Change in the amount of principal repayment due to the lender’s write-off of principal, the guarantor’s performance of the guarantee obligation, or the parties’ enforcement of collateral to settle obligations in accordance with security agreements and loan agreements.”

Article 8. To amend, supplement, and annul a number of clauses of Article 18

1. To amend and supplement Clause 1 as follows:

“1. Preparation of an application for registration of a change in the foreign loan not eligible for Government guarantee:

a) In case the borrower chooses to submit the dossier online via the National Public Service Portal: The borrower shall directly enter information into the application for registration of a change in the foreign loan posted on the National Public Service Portal and submit it online;

b) In case the borrower does not choose to submit the dossier online: The borrower shall complete the application for registration of a change in the foreign loan in accordance with Appendix III to this Circular.”

2. To amend and supplement Clause 3 as follows:

“3. The State Bank shall give a confirmation of, or refuse to confirm, the loan change registration, clearly stating the reason, within 10 working days after receiving a complete and valid dossier of the borrower.

In case the dossier ineligible for processing, within 7 working days from the date of official receipt of the dossier, the State Bank shall issue a written request requiring the borrower to supplement and clarify the contents in accordance with this Circular. After 60 days from the issuance of the above-mentioned written request for supplementation and clarification, if the borrower fails to complete the dossier, the State Bank shall close the dossier on the Administrative Procedure Settlement Information System in accordance with the law on the performance of administrative procedures under the single-window and inter-agency single-window mechanism at the Single-window section and the National Public Service Portal.”

3. To annul Clause 4.

Article 9. To amend, supplement, and annul a number of clauses of Article 19

1. To annul Clause 5.

2. To amend and supplement Clause 6 as follows:

“6. A written confirmation issued by the account service-providing bank within 10 working days before submission of the loan change registration dossier, certifying the drawdown and repayment (principal and interest) up to the time the account service-providing bank issues such written confirmation, in case of registration for change to the loan, drawdown plan or repayment plan, or change of the account service-providing bank.

In case where the borrower is unable to provide the confirmation of the account service-providing bank as prescribed in this Clause due to the account service-providing bank having closed or suspended its operations prior to the borrower’s change to another account service-providing bank, and/or where the drawdown and repayment of the foreign loan fall within cases in which drawdown and repayment are not required to be conducted through a foreign loan borrowing and repayment account in accordance with Article 34 of this Circular, the borrower shall choose to provide other documents as prescribed at Point dd, Clause 8, Article 16 of this Circular. ”

Article 10. To amend and supplement a number of clauses of Article 20

1. To amend and supplement Clause 1 as follows:

“1. Agencies competent to confirm registration of, or confirm registration of changes in, foreign loans (below collectively referred to as competent agencies) include:

a) The State Bank (the Foreign Exchange Management Department), for loans larger than USD 20 million each (or equivalent value in another currency);

b) The Regional State Bank branches where borrowers’ head offices are located, for loans of up to USD 20 million each (or equivalent value in another currency).”

2. To amend and supplement Clause 2 as follows:

“2. In case any increase or decrease in the borrowed amount, change of the loan currency, change of head office of the borrower, or change of the borrower that is now an enterprise with its head office located in another province or city, which leads to the change of the agency competent to confirm the registration of a change in the loan as prescribed in Clause 1 of this Article:

a) The borrower shall send the dossier for registration of a change in the foreign loan to the new agency competent to settle administrative procedures under Clause 1 of this Article;

b) The latest agency confirming the registration of, or registration of a change in, the foreign loan shall coordinate in providing or transferring the dossier for registration, or registration for a change in the foreign loan at the competent agency's request.”

Article 11. To amend and supplement a number of clauses of Article 28

1. To amend and supplement the title of Article 28 as follows:

“Article 28. Collection and payment transactions on foreign loan borrowing and repayment accounts being foreign-currency payment accounts”

2. To amend and supplement the first paragraph of Article 28 as follows:

“A foreign loan borrowing and repayment account being foreign-currency payment account may only be used to conduct collection and payment transactions related to foreign loans as follows:”

3. To amend and supplement Point b, Clause 1 as follows:

“b) Collection of foreign-currency amounts purchased from licensed credit institutions for transfer of money amounts for repayment of principals, interests and fees arising from indebtedness amounts between the borrower and the non-residential or residential securing party entitled to receive foreign currency in accordance with the applicable law;”

4. To amend and supplement Point b, Clause 2 as follows:

“b) Overseas remittances for payment of charges under loan agreements;”

5. To amend and supplement Point d, Clause 2 as follows:

“d) Sales of foreign-currency amounts to licensed credit institutions, including sales of foreign currency to perform obligations for repayment of foreign loans in VND in accordance with this Circular;”

6. To add Point i after Point h, Clause 2 as follows:

“i) Expenditures for repayment of indebtedness amounts, and interest and fees arising from such indebtedness amounts, in accordance with this Circular, to the non-residential or residential securing party entitled to receive foreign currency in accordance with the applicable law.”

Article 12. To amend and supplement a number of clauses of Article 29

1. To amend and supplement the title of Article 29 as follows:

“Article 29. Collection and payment transactions on foreign loan borrowing and repayment accounts being VND payment accounts”

2. To amend and supplement the first paragraph of Article 29 as follows:

“A foreign loan borrowing and repayment account being VND payment account may only be used to conduct collection and payment transactions related to foreign loans as follows:”

3. To amend and supplement Point c, Clause 1 as follows:

“c) Collection of bank transfers from the borrower’s VND payment accounts; or collection from sales of foreign-currency amounts to licensed credit institutions;”

4. To amend and supplement Point a, Clause 2 as follows:

“a) Bank transfers to the lender’s VND payment account for loan repayment of loans (principals and interests) under this Circular;”

5. To amend and supplement Point c, Clause 2 as follows:

“c) Payment of indebtedness amounts, and interest and fees arising from the indebtedness amounts between the borrower and the securing party under Chapter V of this Circular;”

6. To add Point g after Point e, Clause 2 as follows:

“g) Repayment to the lender in case where the foreign loan is ineligible for registration confirmation; or where the written confirmation of registration or registration of changes is terminated due to dossiers containing fraudulent information or forged documents in accordance with this Circular.”

Article 13. To amend and supplement a number of clauses of Article 30

1. To amend and supplement Clause 3 as follows:

“3. The use by the lender of non-residential foreign-currency accounts at credit institutions or Vietnam-based foreign bank branches for disbursement of funds and recovery of debts from foreign loans must comply with the law on restrictions on the use of foreign exchange in Vietnam’s territory.”

2. To amend and supplement Clause 4 as follows:

“4. In case of opening and using accounts in Vietnam’s territory, the lender shall comply with the law on opening and use of accounts by non-residents at credit institutions or Vietnam-based foreign bank branches to conduct collection and payment transactions related to foreign loans.”

Article 14. To amend and supplement a number of clauses of Article 32

1. To amend and supplement Clause 3 as follows:

“3. The borrower may only receive disbursements from, and transfer money for repayment of a loan (principal and interest) to, the account of the lender or the representative of the lenders or the bank being the payment agent of the lenders (in case of a syndicated loan or a loan having a payment agent as stated in the loan agreement), or an intermediary institution in case of early foreign debt repayment by repurchase of bonds prior to maturity in accordance with the terms and conditions of the bonds and the regulations of the market where the international bonds are listed and traded.”.

2. To amend and supplement Clause 5 as follows:

“5. The borrower shall use the account service-providing bank to remit the loan to the lender’s VND payment account opened at a credit institution or Vietnam-based foreign bank branch in the following cases:

a) The loan is subject to registration under Clause 2 or 3, Article 11 of this Circular, but ineligible for issuance of written confirmation of registration. The exchange rate applied to determine the VND amount payable to the lender under this Point is the accounting exchange rate announced by the Ministry of Finance or the foreign currency buying/selling rate listed by the account service-providing bank or another credit institution or Vietnam-based foreign bank branch at the time the competent agency issues a written refusal to issue a written confirmation of registration of the foreign loan or at the time of transfer money for loan repayment. The borrower and the lender shall agree in writing on the applicable exchange rate for presentation upon request by the competent agency or a credit institution or Vietnam-based foreign bank branch;

b) The foreign loan still has an outstanding balance but the written confirmation of registration of, or registration of changes in, the foreign loan is invalidated due to fraudulent information or forged documents in the dossier. The exchange rate applied to determine the VND amount payable to the lender must comply with Clause 4, Article 24 of this Circular;

c) The foreign loan is denominated in VND from the source of profits earned from direct investment activities in Vietnam’s territory of the lender that is a foreign investor contributing capital to the borrower.”

Article 15. To amend and supplement Clause 2 of Article 39

“2. The reimbursement of the indebtedness amount, and interest and fee arising from such indebtedness amount to the securing party must be carried out via a foreign loan borrowing and repayment account. In case the currency used for payment of the indebtedness amount is other than the currency of the foreign loan borrowing and repayment account, the borrower may use another foreign loan borrowing and repayment account opened at the same account service-providing bank.”

Article 16. To amend and supplement a number of clauses of Article 41

1. To amend and supplement Clause 1 as follows:

“1. No later than the 5^th of the month following the reporting month, borrowers shall make online reports on execution of short-, medium- and long-term loans on the Website. In case the Website encounters a technical incident, making borrowers unable to send reports, borrowers shall send paper reports, made according to the form provided in Appendix IV to this Circular.”

2. To add Clause 4 after Clause 3 as follows:

“4. In case where the foreign loan currency differs from the foreign currency specified in the reporting preparation guidance, the borrower shall use the accounting exchange rate most recently announced by the Ministry of Finance at the time of reporting for conversion and carry out reporting in accordance with this Circular.”

Article 17. To amend and supplement a number of clauses of Article 46

1. To amend and supplement Point d, Clause 4 as follows:

“d) Guiding the creation and use of access accounts for use of the Website for borrowers and civil servants of the Regional State Bank branches participating in the management of foreign borrowing and repayment activities not guaranteed by the Government.”

2. To add Clause 5 after Clause 4 as follows:

“5. Conducting assessment and providing to the Regional State Bank branches opinions on compliance with the law on gold positions of the borrower being a credit institution or a foreign bank branch, in accordance with the State Bank's regulations on conditions for foreign borrowing not guaranteed by the Government, within 3 (three) working days from the date of receipt of the request.”

Article 18. To amend and supplement Clause 4 of Article 48

“4. To give assessment opinions on the observance of the regulations on prudential ratios under the Law on Credit Institutions by borrowers being credit institutions or foreign bank branches (that are subject to micro-prudential inspection and supervision by the Regional State Bank branches) in accordance with the State Bank's regulations on conditions for foreign borrowing not guaranteed by the Government, within 3 (three) working days from the receipt of the competent agency’s request.”

Article 19. To amend and supplement Article 49

“Article 49. Responsibilities for coordination among the State Bank's units

1. Within 3 (three) working days from the date of receipt of a request from the competent agency, based on their assigned functions and tasks, units of the State Bank shall be responsible for coordinating in providing assessment opinions on compliance with the law on prudential ratios in banking operations and credit growth targets of the borrower being a credit institution or foreign bank branch, in accordance with the State Bank's regulations on conditions for foreign borrowing not guaranteed by the Government.

2. The State Bank Inspectorate shall conduct inspections, examinations and handle administrative violations within its competence with respect to violations arising in the course of implementation of this Circular.”

Article 20. To amend, supplement and annul Appendices to Circular No. 12/2022/TT-NHNN

1. To replace Appendix 01 to Circular No. 12/2022/TT-NHNN with Appendix I to this Circular.

2. To replace Appendix 03 to Circular No. 12/2022/TT-NHNN with Appendix II to this Circular.

3. To replace Appendix 04 to Circular No. 12/2022/TT-NHNN with Appendix III to this Circular.

4. To replace Appendix 05 to Circular No. 12/2022/TT-NHNN with Appendix IV to this Circular.

5. To annul Appendix 02 to Circular No. 12/2022/TT-BTC.

Article 21. To amend and replace a number of phrases in Circular No. 12/2022/TT-NHNN as follows:

1. To replace the phrase “Foreign Exchange Management Agency” with the phrase “Foreign Exchange Management Department” in Articles 9, 25, 46, 47, 51 and 52.

2. To replace the phrase “State Bank branches of provinces and centrally-run cities” and “State Bank branches” with the phrase “Regional State Bank branches” in Articles 9, 25, 41, 48 and 51.

3. To replace the phrase “Appendix 05 with the phrase “Appendix IV” at Point b, Clause 2 of Article 9.

Article 22. Effect

1. This Circular takes effect from January 25, 2026, except for provisions in Clause 2 of this Article.

2. Provisions of Clause 1, Article 10 of this Circular take effect from July 25, 2026.

3. This Circular annuls the following provisions:

a) Points b and c, Clause 4, Article 21 of Circular No. 08/2023/TT-NHNN dated June 30, 2023, of the Governor of the State Bank of Vietnam, providing conditions on borrowing of foreign loans not eligible for government guarantee;

b) Article 3 of Circular No. 21/2023/TT-NHNN dated December 29, 2023, of the Governor of the State Bank of Vietnam, amending and supplementing a number of articles of Circulars related to trading activities under the management of the State Bank of Vietnam.

Article 23. Responsibility for implementation organization

The Chief of Office, Heads of units under the State Bank, credit institutions, foreign bank branches, enterprises, cooperatives and cooperative unions shall organize the implementation of this Circular.

Article 24. Transitional provisions

1. With respect to dossiers for registration of changes to foreign loans where the changed contents lead to a change in the competent agency for handling, which have been received by the State Bank (the Foreign Exchange Management Department) or the Regional State Bank branch before the effective date of this Circular, within 2 (two) working days from the effective date of this Circular, the receiving agency shall transfer the dossiers to the competent agency. The time limit for settlement of administrative procedures shall be counted from the time the competent agency receives complete and valid dossiers.

2. Except for the case prescribed in Clause 1 of this Article, with respect to dossiers for registration and registration of changes to foreign loans with a loan amount of up to USD 20 million that have been received by the State Bank (the Foreign Exchange Management Department) before July 25, 2026, the Foreign Exchange Management Department shall continue to process such dossiers in accordance with this Circular. After the results of the settlement of administrative procedures are available, within 5 (five) working days, the Foreign Exchange Management Department shall transfer the dossiers to the competent agency prescribed at Point b, Clause 1, Article 20 of Circular No. 12/2022/TT-NHNN (as amended and supplemented under this Circular) for further monitoring and handling in accordance with the regulations.

3. With respect to dossiers for registration and registration of changes to foreign loans that have been submitted to the competent agency before the effective date of this Circular and are in the process of completion and supplementation, in cases where the documents required to be supplemented are dossier components that have been annulled or reduced in accordance with Articles 6 and 9 of this Circular, the borrower shall not be required to additionally submit the annulled or reduced dossier components. The competent agency shall continue reviewing and processing the dossiers in accordance with this Circular.

4. With respect to dossiers for registration and registration of changes to foreign loans that have been fully and validly received by the competent agency before the effective date of this Circular, the competent agency shall continue to review and confirm registration and registration of changes to foreign loans in accordance with Circular No. 12/2022/TT-NHNN, as amended and supplemented under Circular No. 08/2023/TT-NHNN and Circular No. 21/2023/TT-NHNN.

* All Appendices are not translated herein.