Circular 81/2025/TT-NHNN discount operations of credit institutions and foreign bank branches for clients

CIRCULAR

Providing the discount operations of credit institutions and foreign bank branches for clients

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

Pursuant to the Law on Credit Institutions No. 32/2024/QH15, amended and supplemented under Law No. 96/2024/QH15;

Pursuant to the Law on Negotiable Instruments No. 49/2005/QH11;

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 Monetary Policy Department;

The Governor of the State Bank of Vietnam hereby promulgates the Circular providing the discount operations of credit institutions and foreign bank branches for clients.

Article 1. Scope of regulation

This Circular prescribes the discount operations of credit institutions and foreign bank branches (hereinafter referred to as credit institutions) for clients.

Article 2. Subjects of application

1. Credit institutions permitted to conduct discount operations include:

a) Commercial banks;

b) General finance companies;

c) Specialized finance companies (excluding financial leasing companies);

d) Cooperative banks;

dd) Foreign bank branches.

2. Discount clients are beneficiaries of negotiable instruments permitted for trading in Vietnam and owners of valuable papers issued within the territory of Vietnam (hereinafter referred to as clients), including:

a) Domestic institutions (excluding credit institutions) and domestic individuals;

b) Foreign legal entities and foreign individuals that are lawfully operating and residing in Vietnam and have civil legal capacity as prescribed in the Civil Code No. 91 /2015/QH13 regarding civil legal capacity of foreign legal entities and foreign individuals.

Article 3. Interpretation of terms

For the purposes of this Circular, the terms below shall be construed as follows:

1. Discount contract means a written agreement between a credit institution and a client aiming to establish, change or terminate the rights and obligations of the involved parties with regard to the discount.

2. Remaining term of negotiable instruments or other valuable papers means the period from the date on which a credit institution accepts to discount the negotiable instruments or other valuable papers to the due date for payment of the whole amount written on such negotiable instruments or other valuable papers.

3. Discount duration means the period from the date following the date on which a credit institution accepts to discount the negotiable instruments or other valuable papers to the date on which a client must fulfill the obligation to commit to redeeming such negotiable instruments or other valuable papers, or to the due date for payment of the whole amount written on such negotiable instruments or other valuable papers.

4. Discount price means an amount paid by a credit institution to a client when conducting the discount.

5. Plan for use of discounts means a set of information relating to the client’s use of the discounts, which must include the following information: the amount proposed to be discounted; the purpose of use of the discounts; the proposed discount term; the financial capacity to redeem negotiable instruments or other valuable papers in case of discount conducted under the method of purchase with a definite term, or to fully pay the discount price, discount interest, and fees related to the discount operation in case of discount conducted under the method of purchase with reservation of recourse, in accordance with the agreement set forth in the discount contract.

Article 4. Discount principles

Credit institutions conducting discount operations for clients shall comply with the following principles:

1. Credit institutions shall comply with the agreement between them and clients in conformity with the Law on Credit Institutions No. 32/2024/QH15, as amended and supplemented under Law No. 96/2025/QH15 (hereinafter referred to as Law No. 32/2024/QH15), the Law on Negotiable Instruments No. 49/2005/QH11, this Circular, relevant laws.

2. Clients shall use discounts properly as committed, must have financial capacity to redeem negotiable instruments or other valuable papers in case of discount conducted under the method of purchase with a definite term, or fully pay discounts, discount interests and other fees related to the discount operation in case of discount conducted under the method of purchase with reservation of recourse, in accordance with the agreement set forth in the discount contract and in conformity with the law.

3. Credit institutions shall consider and approve discounts on the principle of defining the responsibility between the appraisal stage and the stage of decision on the discount.

4. Credit institutions shall consider and decide on the discount to ensure safety and full and timely collection of discounts, interests and other discount-related fees, as agreed upon in the discount contract in accordance with the law

5. Credit institutions and clients shall agree in discount contracts on clients’ payment of discounts ahead of schedule and collection or non-collection of fees for such payment.

6. When conducting the discount of negotiable instruments or other valuable papers with the face value written in a foreign currency, credit institutions and clients shall comply with this Circular, regulations on foreign exchange management and relevant laws.

7. When conducting the discount of negotiable instruments involving foreign elements, the parties participating in such discount operations may agree to apply commercial practices in accordance with Law No. 32/2024/QH15, Law No. 49/2005/QH11, and relevant laws.

Article 5. Types of negotiable instruments and other valuable papers permitted for discount

1. Credit institutions may choose to discount negotiable instruments, including:

a) Bills of exchange;

b) Promissory notes;

c) Checks;

d) Other negotiable instruments permitted for discount in accordance with law.

2. Credit institutions may choose to discount other valuable papers, including:

a) The State Bank’s bills;

b) Government bonds;

c) Government-guaranteed bonds;

d) Local administration bonds;

dd) Deposit certificates and bonds issued by credit institutions in accordance with the law;

e) Bonds issued by other institutions and discounted under laws.

Article 6. Conditions for negotiable instruments or other valuable papers to be discounted by credit institutions

1. To be discounted by credit institutions, negotiable instruments must fully meet the following conditions:

a) Being lawfully issued in accordance with Vietnam’s law, laws of issuing countries or international commercial practices promulgated by the International Chamber of Commerce, or other commercial practices not contrary to the fundamental principles of Vietnam's law;

b) Being lawfully under the beneficiary entitlement of clients; at the time of discount, being free from dispute, and not being used for pledge or security for other obligations;

c) Not bearing the phrase “Non-negotiable”, “Banned from negotiation”, “Not payable on order”, or other phrases having similar meaning;

d) Having not yet reached the due date for payment of the entire amount stated thereon;

dd) Being intact, not being erased or modified.

2. To be discounted by credit institutions, other valuable papers must fully meet the following conditions:

a) Being lawfully issued in accordance with Vietnam’s law;

b) Lawfully lawfully owned by clients; at the time of discount, being free from dispute, and not being used for pledge or security for other obligations;

c) Being permitted for transactions (purchase, sale, giving as gift, donation, conversion, transfer, pledge, guarantee or other lawful transactions) in accordance with law;

d) Having not yet reached the due date for payment of the entire amount stated thereon;

dd) Being intact, not being erased or modified.

Article 7. Currency used in discount

1. For negotiable instruments and other valuable papers on which Vietnam dong is written as payment currency, the currency used in discount is Vietnam dong.

2. For negotiable instruments and other valuable papers on which a foreign currency is written as payment currency, credit institutions and clients shall comply with the following regulations:

a) They shall discount negotiable instruments and other valuable papers in the foreign currency written thereon for clients that are licensed to collect and use foreign currencies in the Vietnamese territory according to the lă on foreign exchange management or for clients using the discounts for conducting payment transactions the currency used for which must be a foreign currency as prescribed by law.

b) They shall discount negotiable instruments and other valuable papers in Vietnam dong for clients that are not licensed to collect and use foreign currencies in the Vietnamese territory according to the law on foreign exchange management or for clients that wish to have negotiable instruments and other valuable papers discounted in Vietnam dong.

Article 8. Currency used for redemption for a definite term negotiable instruments and other valuable papers upon the expiration of the discount duration

1. For negotiable instruments and other valuable papers discounted in Vietnam dong, the currency used for redemption is Vietnam dong.

2. For negotiable instruments and other valuable papers discounted in a foreign currency, the currency used for redemption is that foreign currency or converted into Vietnam dong at the exchange rate as agreed.

Article 9. Methods of discount

Credit institutions and clients shall agree and choose the following methods of discount:

1. Buying for a definite term negotiable instruments and other valuable papers, which means that a credit institution buys, and accepts the transfer of the ownership of, negotiable instruments and other valuable papers, that have not yet reached the due date for payment of the entire amount stated thereon, from a client and, at the same time, the client commits to redeem such negotiable instruments and other valuable papers after a period of time specified in the discount contract.

2. Buying, with reservation of recourse, negotiable instruments and other valuable papers, which means that a credit institution or a foreign bank branch buys, and receives the ownership of, negotiable instruments and other valuable papers, that have not yet reached the due date for payment of the entire amount stated thereon, from a client, and the client shall refund the discount, discount interest and other discount-related fees as agreed upon in the discount contract, in case the credit institution receives an insufficient amount from a person responsible for paying for negotiable instruments or issuing other valuable papers.

Article 10. Discount price, duration and interest rate and related fees

1. The discount price shall be agreed by credit institutions and clients in the discount contracts on the basis of payment value upon maturity, risk level of negotiable instruments, value of other valuable papers, discount interest rate, remaining term of negotiable instruments or other valuable papers, and other factors.

2. The discount duration shall be agreed by credit institutions and clients in the discount contracts which, however, must not exceed the remaining payment term of negotiable instruments or other valuable papers; for other valuable papers issued by other credit institutions, the maximum discount duration is under 1 year.

3. Discount interest rate:

a) Credit institutions and clients shall agree in the discount contract on the discount interest rate in accordance with the law;

b) The interest rate applicable to an overdue discount shall be agreed upon by credit institutions and clients in the discount contract, which must not exceed 150% of the discount interest rate applied in the discount duration;

c) The interest rate applicable to overdue interest amounts shall be agreed upon by credit institutions and clients in the discount contract, which must not exceed 10%/year, calculated on the outstanding overdue interest corresponding to the period of delay;

d) Where the discount currency is a foreign currency, the credit institutions and clients shall agree in the discount contract on collecting discount interest in such foreign currency or converting it into Vietnam dong at the agreed exchange rate.

4. Fees related to the discount shall be agreed by credit institutions and clients in the discount contract in accordance with the law.

Article 11. Discount contracts

A discount contract shall be made in writing; where it is an electronic contract, it shall be executed in accordance with the law on e-transactions. A discount contract shall include at least the following principal contents:

1. Name and address of the credit institution conducting discount.

2. Name, address, personal identification number or passport number of the individual client; name, and enterprise identification number or identification number of the institutional client, or electronic identification code of the institution, address of the head office, and at-law representative of an institutional client.

3. Principal information on the discounted negotiable instruments and other valuable papers.

4. Discount price, use purpose of the discount, currency used in discount, redemption currency, discount duration, discount interest rate and related fees, rights and obligations of the involved parties, cases of ahead-of-schedule termination of the discount contract, handling of contractual breaches.

5. Other contents as agreed by the parties in accordance with law.

Article 12. Procedures for discounting negotiable instruments and other valuable papers

1. When a client has a demand for discounting, the credit institution shall require the client to provide documents and data in accordance with Clause 2 of this Article. The credit institution shall appraise and assess the lawful purpose of use of the discounts, the client’s financial capacity, and the payment capacity of the negotiable instruments or other valuable papers in order to decide on carrying out the discount operations.

2. Upon request by the credit institution, the client shall provide the credit institution with:

a) Documents and data evidencing the client’s financial capacity, a feasible plan for use of the discounts, and the lawful purpose of use of the discounts; documents and data evidencing that the negotiable instruments or other valuable papers satisfy the conditions for discounting as prescribed in this Circular; and other documents and data as guided by the credit institution;

b) Information on the client’s affiliated persons in accordance with Clause 24, Article 4 of Law No. 32/2024/QH15 in the case prescribed in Clause 5 of this Article.

Information about the affiliated person who is an individual, includes full name; individual identification number; citizenship, passport number, date of issuance and place of issuance, for foreigners; relationship with the client.

Information about the affiliated person who is an organization, includes Name, enterprise identification number, head office address of the enterprise, enterprise registration certificate number or equivalent legal documents, at-law representative, and relationship with the client.

3. When a credit institution approves the discount of negotiable instruments or other valuable papers for a client, the client shall immediately hand them over and carry out procedures for the negotiation of negotiable instruments or transfer of the ownership of other valuable papers to the credit institution in accordance with law.

4. In case of discount of negotiable instruments or other valuable papers by buying them for a definite term, when a client fulfills the commitment to redeem negotiable instruments or other valuable papers, a credit institution shall immediately hand them over and carry out procedures for the negotiation of negotiable instruments or transfer of the ownership of other valuable papers to the client in accordance with law.

5. Provisions of Point b, Clause 2, Article 2 of this Circular shall be applied for the following cases:

a) At the time of applying for discount at a commercial bank, a cooperative bank, or a foreign bank branch, the client has a total outstanding credit balance (including the amount proposed for discount) greater than or equal to 0.1% of the own capital of such commercial bank, cooperative bank, or foreign bank branch as at the end of the most recent working day;

b) At the time of applying for discount at a general finance company or a specialized finance company, the client has a total outstanding credit balance (including the amount proposed for discount) greater than or equal to 0.5% of the own capital of such general finance company or specialized finance company as at the end of the most recent working day;

c) In case the credit institution has negative own capital, the above ratios shall be determined based on the charter capital for commercial banks, general finance companies, specialized finance companies, and cooperative banks; or based on the allocated capital for foreign bank branches.

6. The order and procedures for discounting negotiable instruments and other valuable papers must be specified in credit institutions’ internal regulations on discount operations.

Article 13. Discount operations conducted by electronic means

1. Credit institutions and clients may opt to conduct discount operations by electronic means (hereinafter referred to as electronic discount operations). The conduct of electronic discount operations shall comply with this Circular; the law on anti-money laundering; e-transactions; personal data protection; safety and security for the provision of online services in the banking sector; and other relevant laws.

2. Credit institutions shall decide on the measures, forms, and technologies for conducting electronic discount operations for the entire process or for each stage of the operational process in accordance with the law, bear responsibility for risks arising (if any), and shall ensure at least the following minimum requirements:

a) The measures, forms, and technologies selected by the credit institution shall comply with regulations on safety and security as prescribed by the State Bank;

b) Electronic transaction authentication methods shall be applied to confirm the client’s consent with the credit institution when conducting electronic transactions during the implementation of electronic discount operations in accordance with the law;

c) In case the customer identification and verification are conducted by electronic means when the client first establishes a relationship with the credit institution, the credit institution shall carry out customer identification and verification in the same manner as the identification and verification of customer information in accordance with the State Bank’s regulations on the opening and use of payment accounts at payment service providers;

d) In case the client has already established a relationship with the credit institution and completed customer identification and verification, the credit institution may decide on the application of measures, forms, and technologies to verify customer identification information for electronic discount operations, ensuring consistency with the information already known about the client;

dd) Storing and preserving complete and detailed customer identification documents, information, and data during the implementation of electronic discount operations. Information and data shall be securely and confidentially stored, backed up, and preserved to ensure data sufficiency and integrity for the purposes of inspection, verification, and custom authentication during the electronic discount operations; handling of tracing, complaints, and disputes; and provision of information upon request by competent agencies. The storage and preservation period shall comply with the law on anti-money laundering and the law on e-transactions.

e) Conducting inspections and assessments of the level of safety and security of the measures, forms, and technologies, and temporarily suspending service provision for upgrading, modification, or improvement in case where there are signs of insecurity;

g) Assigning specific responsibilities to each individual and department for the development, establishment, and operation of information systems serving the appraisal and credit approval stages in electronic discount operations. In case where risks arise, the credit institution shall have mechanisms to identify the individuals and departments responsible and to promptly address arising issues and risks in order to ensure effectiveness and safety in the implementation of electronic discount operations of the credit institution.

3. Information systems used for electronic discount operations shall comply with regulations on ensuring information system security at level 3 or higher in accordance with the law on information system security by classification levels, and the regulations of the State Bank on information system safety in banking operations.

Article 14. Rights and obligations of clients

1. Rights:

a) To choose credit institutions to request discount of negotiable instruments and other valuable papers;

b) To reject requests of credit institutions which are against the agreements under discount contracts and the law;

c) To receive back negotiable instruments and other valuable papers from credit institutions as agreed upon under discount contracts;

d) To redeem negotiable instruments and other valuable papers before the end of the discount duration if so accepted by credit institutions;

dd) To have other rights prescribed by law.

2. Obligations:

a) To strictly fulfill the contents agreed under discount contracts;

b) To provide information, documents and data as prescribed in Clause 2, Article 12 of this Circular;

c) To take responsibility before law for the lawfulness of negotiable instruments and other valuable papers discounted at credit institutions;

d) To promptly provide information, documents and data in a honest, accurate, and sufficient manner, and to take responsibility for such provision;

dd) To perform other obligations in accordance with the law.

Article 15. Rights and obligations of credit institutions

1. Rights:

a) To request clients to provide information, documents and data as prescribed in Clause 2, Article 12 of this Circular;

b) To terminate the discount and withdraw the discounts before the end of the discount duration if detecting that clients provide untruthful information or breach discount contracts.

c) To inspect and supervise clients in using the discounts;

d) To have other rights as prescribed by law.

2. Obligations:

a) To strictly fulfill the contents agreed under discount contracts;

b) To carry out procedures for the negotiation of negotiable instruments and transfer of the ownership of other valuable papers to clients in accordance with Law No. 49/2005/QH11 and relevant laws when the clients fully pay the discounts, discount interests and other discount-related fees as agreed upon in the discount contracts;

c) To preserve and use negotiable instruments and other valuable papers in accordance with law;

d) To promulgate internal regulations for the implementation of discount operations, including electronic discount operations, in accordance with this Circular, Law No. 32/2024/QH15, and relevant laws;

dd) To perform other obligations in accordance with the law.

Article 16. Implementation organization

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

Article 17. Effect

1. This Circular takes effect from March 02, 2026.

2. Circular No. 04/2013/TT-NHNN providing the discount of negotiable instruments and other valuable papers by credit institutions and foreign bank branches for clients, and Circular No. 21/2016/TT-NHNN amending and supplementing a number of articles of Circular No. 04/2013/TT-NHNN providing the discount of negotiable instruments and other valuable papers by credit institutions and foreign bank branches for clients, cease to be effective from the effective date of this Circular.

Article 18. Transitional provisions

With respect to discount contracts executed before the effective date of this Circular, credit institutions and clients shall continue to perform the contents of the executed discount contracts in accordance with the law in force at the time such discount contracts were executed. In case of an agreement to amend or supplement a discount contract, the amended or supplemented contents shall comply with this Circular and relevant laws./.