Lending a large sum to a relative or friend on a handshake, only to face denial of the amount, disputes over interest, or delayed repayment when you ask for the money back — this is a common risk. A written personal loan agreement is the strongest evidence protecting both sides. This article provides a template with all mandatory contents under Vietnam’s Civil Code 2015 (No. 91/2015/QH13, in force as of 14/10/2026).
What a personal loan agreement is — Article 463 of the 2015 Civil Code
Under Article 463 of the 2015 Civil Code, a property loan contract is an agreement whereby the lender delivers property to the borrower; when due, the borrower must return property of the same type in the correct quantity and quality, and pays interest only if agreed or provided by law.
On form, Article 119 allows civil transactions to be expressed orally, in writing, or by specific conduct. The law does not require a personal loan agreement to be in writing or notarized. However, in a dispute, a written contract signed by both parties is the strongest evidence of the loan amount, interest rate and repayment term. For any significant loan, the parties should put it in writing.
For validity, the transaction must meet Article 117 conditions: parties with appropriate civil legal capacity; full voluntariness; a purpose and content that do not violate prohibitions of law or social ethics.
8 minimum mandatory contents of the template
Based on Article 401 (general contract contents) and dispute practice, a personal loan agreement should contain at least:
- Party information: full name, date of birth, ID/passport number, contact address of lender and borrower;
- Loan amount: in both figures and words, plus the payment currency;
- Loan purpose: the stated use of the funds;
- Interest rate: expressed as %/year, within the statutory cap (below); for an interest-free loan, state clearly “no interest charged”;
- Loan term; time, place and method of repayment: disbursement date, due date, lump-sum or instalments, cash or bank transfer;
- Late repayment handling: the late-payment interest rate with reference to Article 466 (see below);
- Rights and obligations: the lender delivers the full amount on time; the borrower uses the funds for the agreed purpose and repays on time;
- Dispute resolution; signatures, full names and signing date of both parties.
The 20%/year interest cap and the consequence of exceeding it — Article 468
Article 468.1: the agreed interest rate must not exceed 20%/year of the loan amount. If the agreed rate exceeds this cap, the excess portion is ineffective — correctly understood: only the excess interest is void, not the entire contract.
Article 468.2: where the parties agreed on interest but did not specify the rate clearly and a dispute arises, the rate is set at 50% of the cap in clause 1, i.e. 10%/year, at the time of repayment. Resolution 01/2019/NQ-HDTP of the Council of Justices guides interest calculations in civil transactions in detail.
Note: the 20%/year cap applies to civil loans between individuals. Credit institutions operating under specialized laws have their own interest regimes — do not apply this cap to bank credit contracts.
Late repayment: how interest is calculated — Article 466.4 and 466.5
This is the most frequently mis-cited provision (see the trap below). The law distinguishes two cases:
- Interest-free loan (Article 466.4): if the borrower fails to repay or repays incompletely on time, late-payment interest applies under Article 468.2 (i.e. 10%/year) on the overdue amount for the delay period. Even an interest-free loan should state “no interest” — late-payment interest can still be claimed under this clause.
- Interest-bearing loan (Article 466.5): if repayment is late or incomplete: (a) interest on the principal is charged at the contractual rate for the loan term that remains unpaid at due date, plus late-payment interest under Article 468.2; (b) interest on the overdue principal equals 150% of the contractual loan interest rate for the delay period.
Critical citation trap: the “150% interest on overdue principal” rule sits in Article 466, clause 5 — NOT Article 468 clause 5. Many online articles mis-cite it as Article 468. When referencing it in a contract, always cite Article 466.5.
Warning: usurious lending may trigger criminal liability
Under Article 201 of the Penal Code 2015 (amended by Law 12/2017/QH14; Law 86/2025/QH15 did not amend this article), lending at a rate 05 times or more the maximum rate set by the Civil Code — i.e. from 100%/year — while earning illicit profit constitutes the crime of “usurious lending in civil transactions”. Do not invent criminal thresholds: cite only the “05 times” threshold and cross-check Article 201 directly.
Limitation: under Article 429 of the 2015 Civil Code, the limitation period for filing a contract dispute lawsuit is 03 years.
FAQs
Must a personal loan agreement be notarized?
No. The law does not require notarization; a signed written contract already has evidentiary value. The parties may notarize for extra security.
What if the agreed rate is 25%/year?
The portion above 20%/year is ineffective (Article 468.1); the portion within the 20% cap remains recognized.
No rate stated in the contract — how is interest set in a dispute?
If interest was agreed but the rate is unclear and disputed, 10%/year applies (Article 468.2).
Legal bases: Civil Code No. 91/2015/QH13 (Arts. 117, 119, 357, 401, 429, 463, 466, 468); Resolution 01/2019/NQ-HDTP; Penal Code No. 100/2015/QH13 (Art. 201, amended by Law 12/2017/QH14).
Need a contract, company charter or security registration dossier drafted or reviewed under Vietnamese law? Reach us via the Contact page of FLAT Law Firm.
For reference only, not legal advice.
The legal content of this article is reviewed by FLAT’s AI Legal Council and submitted to the owner for approval; it is not an opinion of a licensed lawyer and does not replace legal advice for specific cases.