Foreign Loan Registration in Vietnam | LHD Law Firm

Legal Services for Registration of Foreign Loans with the State Bank of Vietnam

Vietnamese companies raising financing from overseas lenders must carefully comply with Vietnam’s foreign exchange control and foreign borrowing regulations.

Depending on the tenor and structure of the loan, a foreign loan may be subject to mandatory registration with the State Bank of Vietnam (“SBV”) before the borrower can lawfully conduct the relevant loan transactions.

At LHD Law Firm, we advise Vietnamese enterprises, foreign-invested companies, foreign lenders, financial institutions, and investors on the legal structuring, registration, amendment, and ongoing compliance of foreign loans in Vietnam.

Our services cover the transaction from loan structure review and legal due diligence through SBV registration, amendment registration, reporting, and foreign exchange compliance.

1. What Is a Foreign Loan Registration in Vietnam?

A foreign loan registration is an administrative procedure under Vietnam’s foreign exchange regulations whereby an eligible borrower is required to register certain foreign borrowing transactions with the competent authority of the State Bank of Vietnam.

The principal legal framework includes:

• Ordinance No. 28/2005/PL-UBTVQH11 on Foreign Exchange, as amended;

• Decree No. 219/2013/ND-CP on the management of foreign borrowing and repayment by enterprises not guaranteed by the Government;

• Circular No. 12/2022/TT-NHNN guiding foreign exchange administration in relation to foreign borrowing and repayment by enterprises;

• Circular No. 19/2024/TT-NHNN, which amended relevant provisions concerning foreign loans not guaranteed by the Government; and

• Circular No. 80/2025/TT-NHNN, which further amended Circular No. 12/2022/TT-NHNN and has been effective since 25 January 2025.

The applicable regulations should be reviewed based on the actual structure, currency, tenor, purpose, lender, borrower and implementation of each loan transaction.

2. Which Foreign Loans Must Be Registered?

Under Article 11 of Circular No. 12/2022/TT-NHNN, as amended, foreign loans subject to registration generally include:

Medium- and long-term foreign loans

Medium- and long-term foreign loans are generally subject to registration with the SBV, subject to applicable statutory exclusions.

Circular No. 19/2024/TT-NHNN specifically amended Article 11 to clarify the treatment of foreign loans arising from letters of credit issued by credit institutions and foreign bank branches.

Short-term loans subsequently extended

A short-term foreign loan may become subject to registration where the principal repayment period is extended and the total loan tenor exceeds one year.

Short-term loans remaining outstanding after one year

A short-term loan without an agreed extension may also become registrable where principal remains outstanding on the first anniversary of the initial drawdown, subject to the statutory exception where the borrower fully repays the relevant outstanding principal within the prescribed period.

Accordingly, businesses should not assume that a loan is exempt from registration merely because it is initially documented as a short-term facility. The actual drawdown, maturity and repayment structure must be examined.

3. Registration Deadline

The registration deadline depends on the type of foreign loan.

For a medium- or long-term foreign loan, the borrower generally must submit the registration dossier within:

30 working days from the date of signing the foreign loan agreement.

Specific deadlines apply to certain short-term loans that subsequently become subject to registration, including cases involving an extension or outstanding principal after the first anniversary of the initial drawdown.

Because the statutory deadline is calculated by reference to specific transaction events, LHD Law Firm recommends conducting a legal review before signing the loan agreement and before the first drawdown.

4. Why Is Foreign Loan Registration Important?

Foreign loan registration is not merely a filing procedure.

A foreign borrowing transaction may simultaneously involve:

• Foreign exchange control;

• Cross-border payment regulations;

• Loan documentation;

• Corporate authority and approval;

• Investment registration;

• Use of loan proceeds;

• Loan accounts and bank transactions;

• Interest and other financing costs;

• Tax considerations;

• Security arrangements;

• Periodic reporting obligations; and

• Registration of subsequent amendments.

An error at the registration stage can therefore affect the borrower’s ability to draw down, repay or otherwise implement the financing in compliance with Vietnamese law.

For this reason, LHD approaches foreign loan registration as a transactional legal compliance exercise, rather than simply preparing and submitting an application.

5. LHD Law Firm’s Foreign Loan Registration Services

LHD Law Firm provides end-to-end legal assistance for foreign borrowing transactions in Vietnam.

Our services include:

5.1 Foreign Loan Legal Assessment

Before the loan agreement is signed, our lawyers review the proposed transaction to determine:

• Whether the loan is subject to SBV registration;

• The applicable registration deadline;

• The competent authority;

• The required supporting documents;

• Whether the proposed loan purpose is legally permissible;

• Whether the loan structure complies with Vietnamese foreign exchange regulations;

• Whether the borrower’s corporate and investment documents are consistent with the proposed financing; and

• Whether the proposed drawdown and repayment mechanism is legally workable.

6. Review and Negotiation of Foreign Loan Agreements

LHD Law Firm assists clients in reviewing and negotiating foreign loan documentation, including:

• Loan Agreements;

• Facility Agreements;

• Term Loan Agreements;

• Credit Agreements;

• Intercompany Loan Agreements;

• Shareholder Loan Agreements;

• Convertible Loan Agreements;

• Syndicated Loan Agreements;

• Security Agreements;

• Guarantee Agreements; and

• Related financing documents.

Our review focuses not only on commercial terms but also on Vietnamese law enforceability and regulatory compliance.

Key issues may include:

• Principal amount;

• Interest rate;

• Default interest;

• Fees and charges;

• Repayment schedule;

• Conditions precedent;

• Events of default;

• Representations and warranties;

• Covenants;

• Prepayment;

• Acceleration;

• Governing law;

• Dispute resolution;

• Tax gross-up provisions;

• Withholding tax;

• Security;

• Assignment and transfer; and

• Compliance with Vietnam’s foreign exchange regulations.

7. Preparation of the Foreign Loan Registration Dossier

Depending on the structure of the transaction, the registration dossier may include:

• Application for registration of the foreign loan;

• Enterprise registration documents;

• Investment registration documents, where applicable;

• Foreign loan agreement and related financing documents;

• Documents evidencing the purpose of the loan;

• Corporate approvals;

• Guarantee documents, where applicable;

• Bank confirmations and account-related documents;

• Documents relating to restructuring of existing foreign debt, where applicable; and

• Other supporting documents required under Vietnamese regulations.

For investment-related loans, supporting documents may include an Investment Registration Certificate (“IRC”) or an investment approval document, depending on the applicable investment structure.

For loans used for business operations, the borrower may need to provide documents demonstrating the approved financing or business purpose.

The precise documentary requirements must be determined based on the actual transaction.

8. Submission to the State Bank of Vietnam

LHD Law Firm assists clients throughout the SBV registration process, including:

Step 1 – Transaction review

We review the loan structure and identify regulatory requirements.

Step 2 – Documentation

We prepare and review the registration application and supporting documents.

Step 3 – Electronic declaration and filing

Where applicable, we assist the borrower with the required electronic declaration and filing procedures.

Step 4 – Submission to the competent authority

The dossier is submitted to the relevant SBV authority in accordance with the applicable regulations.

Step 5 – Follow-up and clarification

If the authority requests clarification or additional documents, LHD coordinates the response and assists the borrower in addressing regulatory comments.

Step 6 – Registration confirmation

Upon successful processing, the borrower receives the relevant registration confirmation from the competent authority.

Circular No. 12/2022/TT-NHNN provides specific statutory processing periods for complete and valid applications, subject to the applicable filing method and subsequent amendments to the regulations.

9. Foreign Loan Accounts and Cross-Border Payments

Registration is only one part of foreign loan compliance.

Borrowers must also comply with the applicable rules concerning the account used for foreign loan drawdowns and repayments.

Under Circular No. 12/2022/TT-NHNN, a foreign loan account is a payment account used by the borrower for drawdown, repayment, derivative transactions for hedging and other transactions relating to the foreign loan.

For foreign-invested enterprises, additional rules apply to the use of the Direct Investment Capital Account (“DICA”) and, where appropriate, another foreign loan repayment account depending on the currency and structure of the loan.

LHD therefore advises clients on the entire payment flow, including:

• Loan drawdowns;

• Principal repayments;

• Interest payments;

• Fees;

• Currency conversion;

• Bank documentation;

• Debt restructuring; and

• Other permitted payment mechanisms.

10. Registration of Amendments to a Foreign Loan

A foreign loan may change after registration.

Examples include changes to:

• Loan amount;

• Loan tenor;

• Interest rate;

• Repayment schedule;

• Drawdown schedule;

• Lender;

• Borrower;

• Loan currency;

• Security arrangements; or

• Other registered loan terms.

Not every contractual amendment necessarily triggers a new registration procedure.

LHD Law Firm reviews the proposed amendment and determines whether:

No registration is required → notification/compliance action is sufficient → or formal amendment registration with the SBV is required.

Where amendment registration is required, LHD handles the preparation, filing and follow-up of the amendment dossier.

LHD currently provides a dedicated Foreign Loan Amendment Registration service.

11. Ongoing Reporting and Compliance

A foreign loan does not become legally “complete” once the registration confirmation has been issued.

Borrowers may remain subject to ongoing obligations concerning:

• Foreign loan reporting;

• Drawdowns;

• Repayments;

• Interest payments;

• Outstanding principal;

• Changes to the loan;

• Bank accounts;

• Foreign exchange transactions; and

• Supporting documentation.

Failure to comply with post-registration obligations may expose the borrower to regulatory and administrative risks.

LHD Law Firm can assist businesses with post-registration foreign loan compliance and reporting, particularly where the borrower has multiple foreign financing facilities or complex cross-border payment arrangements.

12. Foreign Loans for Foreign-Invested Enterprises

Foreign-invested enterprises (“FIEs”) require additional attention when arranging foreign financing.

The loan structure should be reviewed together with:

• The Investment Registration Certificate;

• Approved investment capital;

• Contributed charter capital;

• Loan capital;

• Project financing requirements;

• Direct investment capital accounts;

• Existing foreign loans; and

• The overall capital structure of the investment project.

For an FIE, foreign loan registration should therefore be considered as part of the broader investment and foreign exchange compliance framework.

LHD Law Firm has substantial experience advising foreign investors and domestic enterprises on Vietnam investment, finance and corporate matters. LHD maintains offices in Ho Chi Minh City, Hanoi and Da Nang and advises both foreign investors and Vietnamese enterprises.

13. Foreign Loans Secured by Assets

Foreign financing may be accompanied by a security package.

Depending on the transaction and applicable Vietnamese law, security may involve:

• Shares or equity interests;

• Movable assets;

• Machinery and equipment;

• Receivables;

• Contractual rights;

• Other property rights; and

• Other eligible security interests.

Security involving land use rights and land-attached assets requires particular attention because Vietnamese law imposes specific restrictions and formalities on security transactions involving real estate.

LHD Law Firm can advise on:

• Security structure;

• Security documentation;

• Vietnamese law enforceability;

• Registration of security interests;

• Share pledges;

• Asset security;

• Receivables security; and

• Enforcement considerations.

14. Tax and Foreign Loan Considerations

A foreign loan should also be reviewed from a Vietnamese tax perspective.

Depending on the circumstances, payments of interest, fees and other financing-related amounts to an overseas lender may give rise to Vietnamese tax obligations, including foreign contractor tax (“FCT”) considerations.

The loan agreement should therefore be reviewed for:

• Withholding tax;

• Tax gross-up;

• Interest payments;

• Financing fees;

• Default interest;

• Tax treaty considerations; and

• Deductibility of financing costs for corporate income tax purposes.

LHD’s tax and finance teams can coordinate the legal and tax aspects of the financing structure where required.

15. Legal Basis for Foreign Loan Registration in Vietnam

The principal legal instruments relevant to foreign borrowing include:

Ordinance on Foreign Exchange

Ordinance No. 28/2005/PL-UBTVQH11 on Foreign Exchange, as amended by subsequent legislation, establishes the fundamental legal framework for foreign exchange management in Vietnam.

Decree No. 219/2013/ND-CP

Decree No. 219/2013/ND-CP regulates the management of foreign borrowing and repayment by enterprises whose foreign loans are not guaranteed by the Government.

Circular No. 12/2022/TT-NHNN

Circular No. 12/2022/TT-NHNN, issued by the SBV, provides detailed guidance on foreign exchange administration relating to foreign borrowing and repayment by enterprises.

Article 11 identifies the principal categories of foreign loans subject to registration, while Articles 12 onwards regulate the registration procedure and relevant deadlines.

Circular No. 19/2024/TT-NHNN

Circular No. 19/2024/TT-NHNN, effective from 1 July 2024, amended relevant provisions concerning conditions applicable to foreign loans not guaranteed by the Government and amended Article 11 of Circular No. 12/2022/TT-NHNN.

Circular No. 80/2025/TT-NHNN

Circular No. 80/2025/TT-NHNN, effective from 25 January 2025, further amended Circular No. 12/2022/TT-NHNN concerning foreign exchange administration for foreign borrowing and repayment by enterprises.

Because Vietnam’s foreign exchange regulations continue to evolve, businesses should obtain a transaction-specific legal assessment before executing or drawing down a foreign loan.

16. Why Choose LHD Law Firm?

Vietnam Legal Knowledge with International Transaction Experience

LHD Law Firm advises both foreign investors and Vietnamese enterprises on corporate, investment, finance, tax and cross-border transactions.

Our approach is designed for businesses that require more than a standard administrative filing.

Transaction-focused legal advice

We review the financing structure as a whole rather than treating foreign loan registration as an isolated administrative procedure.

English-speaking legal team

LHD provides legal support to international clients and assists with Vietnamese-English legal documentation and cross-border transactions.

End-to-end support

From the initial loan structure through registration, drawdown, amendment and repayment, our lawyers can support the transaction throughout its lifecycle.

Practical and responsive advice

LHD emphasizes local regulatory knowledge, hands-on client support, speed and flexibility in handling Vietnamese legal procedures.

17. LHD Law Firm’s Foreign Loan Services

Our foreign financing practice includes:

Foreign Loan Registration

Registration of short-term, medium-term and long-term foreign loans with the competent SBV authority, where registration is required.

Foreign Loan Amendment Registration

Legal review and registration of amendments to an existing foreign loan.

Foreign Loan Agreement Review

Legal review and negotiation of loan agreements, facility agreements, intercompany loans and related financing documentation.

Foreign Loan Structuring

Advice on the legal structure of cross-border financing before execution of the financing documents.

Foreign Exchange Compliance

Advice on drawdown, repayment, foreign loan accounts and cross-border payment arrangements.

Debt Restructuring

Legal advice on refinancing and restructuring existing foreign debt.

Security and Guarantees

Advice on security packages, guarantees, share pledges and other security arrangements under Vietnamese law.

Post-Registration Compliance

Assistance with reporting, amendments and ongoing regulatory compliance.

LHD’s current capital markets practice expressly includes foreign loan registration, SBV-related loan procedures and foreign financing advisory services.

18. Who Can Benefit from Our Foreign Loan Registration Service?

LHD Law Firm advises:

• Vietnamese companies borrowing from overseas shareholders;

• Foreign-invested enterprises in Vietnam;

• Parent companies providing shareholder loans to Vietnamese subsidiaries;

• Vietnamese companies borrowing from foreign banks;

• Financial institutions;

• Investment funds;

• Private equity investors;

• Overseas lenders;

• Companies refinancing existing foreign debt;

• Companies implementing cross-border financing structures; and

• Businesses requiring foreign loan amendment or compliance support.

19. Frequently Asked Questions

Does every foreign loan need to be registered with the SBV?

No.

Registration depends on the type and structure of the loan. Medium- and long-term foreign loans are generally subject to registration, while certain short-term loans may become registrable because of extension or outstanding principal after the first anniversary of the initial drawdown.

How long does a foreign loan registration take?

The statutory processing period depends on the filing method and whether the application is complete and valid. Under the framework of Circular No. 12/2022/TT-NHNN, specific processing periods apply after the competent authority receives a complete and valid dossier.

Can we sign the loan agreement before registering the loan?

The timing of registration and the legal ability to draw down the loan must be assessed based on the particular loan structure. LHD recommends reviewing the transaction before signing and before the first drawdown, especially for medium- and long-term financing.

Can the loan agreement be amended after registration?

Yes, but the borrower must determine whether the amendment falls within the scope of changes requiring registration with the SBV.

Does an FIE need to consider its IRC when borrowing overseas?

Yes. The financing structure of an FIE should be reviewed together with its investment registration documents, capital structure and applicable foreign exchange requirements.

Can LHD review our foreign loan agreement before we sign it?

Yes. LHD Law Firm provides legal review and advisory services for foreign loan agreements and related financing documentation.

Foreign Loan Registration in Vietnam – Talk to LHD Law Firm

A foreign loan is not simply a financing contract between a Vietnamese borrower and an overseas lender.

It is a cross-border transaction subject to Vietnam’s foreign exchange, corporate, investment, tax and regulatory framework.

LHD Law Firm helps clients structure and implement foreign financing transactions in Vietnam with a practical focus on regulatory compliance, transaction execution and risk management.

Contact LHD Law Firm

Ho Chi Minh City Office
HP Building, 7th Floor, 60 Nguyen Van Thu Street, Tan Dinh Ward, Ho Chi Minh City, Vietnam

Hanoi Office
Anh Minh Tower, 4th Floor, 36 Hoang Cau Street, O Cho Dua Ward, Hanoi City, Vietnam

Da Nang Office
71 Ly Tu Trong Street, Thach Thang Ward, Da Nang City, Vietnam

Email: all@lhdfirm.com

Ho Chi Minh City: +84 28 2244 6739
Hanoi: +84 24 2261 2929
Da Nang: +84 905 987 929

LHD Law Firm provides legal services to foreign investors and Vietnamese enterprises in Vietnam, with practices covering Finance, Foreign Investment, Corporate, M&A, Tax and other business law matters.

Request a consultation with LHD Law Firm to assess your foreign loan structure, registration requirements and compliance obligations in Vietnam.

Legal Disclaimer

This article is provided for general informational purposes only and does not constitute legal, tax or investment advice. The legal requirements applicable to a foreign loan may vary depending on the borrower, lender, loan currency, tenor, purpose, security structure, investment status and transaction documents.

Vietnamese foreign exchange regulations are subject to amendments and implementing guidance. A transaction-specific legal review should therefore be conducted before signing, drawdown or amendment of a foreign loan.