A Vietnamese technology subsidiary signs a USD 8 million, five-year loan agreement with a European investment fund. The money arrives, the company puts it to work — until its account servicing bank refuses an outward interest payment on the grounds that the loan was never registered with the State Bank of Vietnam. Only then does the finance team learn the hard lesson: the loan agreement is a necessary condition, but for medium and long-term foreign borrowing, SBV registration is what makes the cash flow legally operable.
This article maps the full regulatory framework currently governing foreign borrowing by enterprises without Government guarantee: which loans must be registered, how registration works, where the borrowing limits sit, and what happens if registration is skipped.
1. Which loans must be registered with the State Bank
The central instrument is Circular No. 12/2022/TT-NHNN dated 30 September 2022 of the SBV Governor guiding foreign exchange management for enterprises’ foreign borrowing and debt repayment (effective 15 November 2022). It remains in force as of the date of writing, as amended by Circular 08/2023/TT-NHNN (effective 15 August 2023), Circular 21/2023/TT-NHNN, Circular 19/2024/TT-NHNN (both effective 1 July 2024) and Circular 80/2025/TT-NHNN (effective 25 January 2026) — there is no wholesale replacement.
Article 11 of Circular 12/2022/TT-NHNN (as amended) lists three categories subject to mandatory registration:
First, medium and long-term foreign loans — loans with a term exceeding one year. The sole carve-out covers loans arising from letters of credit issued by credit institutions or foreign bank branches. This is the most common bucket: parent-company loans, offshore bank facilities, international bond issuances.
Second, short-term loans whose principal repayment schedule is extended so that the total loan term exceeds one year. A short-term loan needs no registration at inception — but the moment the parties sign an extension pushing the aggregate term past one year, the registration duty arises.
Third, short-term loans with no extension agreement but with outstanding principal (including capitalized interest) at the one-year anniversary of the first drawdown. This is the trap most borrowers fall into: a short-term facility that simply “rolls” past its first birthday without full principal repayment automatically becomes registrable — with one escape hatch: the borrower fully repays all outstanding principal within 30 working days of the one-year mark (including conversion of the entire principal into the lender’s equity or a full write-off of the repayment obligation).
Article 12 explains how to measure the term: for medium/long-term loans, from the expected first drawdown date to the expected final principal repayment date under the loan agreement; for extended short-term loans, from the first drawdown to the expected final repayment date under the loan plus extension agreements. The drawdown date is the date funds are credited to the borrower’s account (for cash disbursements).
One practical relief in Clause 2, Article 13: no registration is required when the borrower merely signs non-disbursable arrangements with a non-resident — framework credit agreements or memoranda of understanding. The duty only attaches to agreements with effective disbursement terms.
2. The registration procedure: forms, deadlines, dossiers
The application form. Under Clause 1, Article 15 (amended by Circular 80/2025/TT-NHNN), the borrower prepares the Registration Application for a foreign loan without Government guarantee either by completing it directly on the National Public Service Portal and filing online, or by filling in the form in Appendix I to Circular 12/2022/TT-NHNN (for non-online filing).
Filing deadlines (Clause 2, Article 15) — the milestones borrowers most often miss:
– 30 working days from signing a medium/long-term foreign loan agreement;
– 30 working days from signing an agreement extending a short-term loan into a medium/long-term one (where the extension is signed within one year of first drawdown);
– 60 working days from the one-year anniversary of first drawdown — for short-term loans extended after one year and for short-term loans with principal outstanding at the one-year mark.
Processing. The SBV issues a written confirmation or a written refusal (with reasons) within 10 working days of receiving a complete, valid dossier. If the dossier is deficient, the SBV requests supplementation within 7 working days; if the borrower fails to complete it within 60 days of that request, the file is closed on the system (Clause 3, Article 15, as amended by Circular 80/2025/TT-NHNN).
Dossier components (Article 16): the application form, plus a copy or original of the document evidencing the borrowing purpose — depending on purpose: the investment certificate / investment registration certificate or investment policy approval decision (for project finance); the foreign loan utilization plan approved by the competent authority (for other business plans); the approved foreign debt restructuring plan (for refinancing); or a report on the use of the original short-term loan with supporting evidence (for short-to-long conversions).
3. Where to file: jurisdiction follows loan size
Under Article 20 of Circular 12/2022/TT-NHNN (amended by Circular 80/2025/TT-NHNN), the confirming authority is tiered:
– The State Bank of Vietnam (Foreign Exchange Management Department): loans exceeding USD 20 million (or equivalent in another currency);
– The SBV Regional Branch where the borrower is headquartered: loans of USD 20 million or less (or equivalent).
The exchange rate for determining jurisdiction is the accounting rate published by the Ministry of Finance at the time the loan agreements are signed. Filing with the wrong authority is a common cause of dossiers bouncing between offices for weeks.
4. Borrowing limits: two layers of control
The macro layer. Clause 1, Article 21 of Circular 12/2022/TT-NHNN makes one basis for SBV confirmation that the loan value falls within the annual aggregate ceiling for non-guaranteed commercial foreign borrowing approved by the Prime Minister. Each individual loan is thus also policed by the national annual quota — the SBV may refuse confirmation once the quota is exhausted.
The enterprise layer: borrowing conditions under Circular 08/2023/TT-NHNN. Circular 08/2023/TT-NHNN dated 30 June 2023 (effective 15 August 2023, amended by Circular 19/2024/TT-NHNN effective 1 July 2024) sets the conditions for non-government-guaranteed foreign borrowing, imposing limits that bite at the level of each facility:
- Short-term loans (term up to one year): proceeds may only be used to restructure the borrower’s foreign debts and to repay the borrower’s short-term debts — not to repay principal of domestic loans (Clause 1, Article 17).
- Medium/long-term loans (term over one year): proceeds may only be used to implement the borrower’s investment projects, business plans or other projects, and to restructure foreign debts.
- The borrower must prepare a foreign loan utilization plan (or a foreign debt restructuring plan) approved by the competent authority under the Law on Enterprises and the company charter. Total medium/long-term indebtedness — domestic plus foreign — serving the same purpose may not exceed the total borrowing need stated in the approved plan. That is the effective “cap” at enterprise level.
In short, there is no single fixed number capping every borrower. The “limit” is a two-tier mechanism: the Prime Minister-approved national ceiling at the macro level, and the per-borrower outstanding-debt ceiling tied to the approved utilization plan, plus purpose restrictions by tenor.
5. Special case: borrowing from the foreign parent or an affiliated investor
Loans from the foreign parent, fellow group companies or an affiliated investor — standard practice for FDI enterprises — remain foreign loans in substance and must satisfy the same conditions, registration duties and limits. The law provides no lighter regime for intra-group lending.
One parallel obligation deserves attention in practice: for related-party loans, transfer-pricing rules require the interest rate to follow the arm’s-length principle vis-a-vis the tax authority — a separate duty independent of SBV loan registration.
6. Consequences of not registering
Administrative fines. Decree No. 340/2025/ND-CP dated 25 December 2025 on administrative sanctions in the monetary and banking sector — effective 9 February 2026, fully replacing Decree 88/2019/ND-CP and Decree 143/2021/ND-CP — is the current fining instrument (note: citing Decree 88/2019/ND-CP today means citing an expired instrument). Under Article 27 of Decree 340/2025/ND-CP:
– failure to comply with foreign loan registration / registration-change procedures: VND 20–30 million (Clause 3);
– non-compliance with foreign borrowing and repayment rules generally (excluding specified cases): VND 100–150 million (Clause 6);
– using foreign loan proceeds for an improper purpose: VND 150–200 million (Clause 7).
These are individual-level fines; an organization committing the same violation is fined twice as much — so an unregistered corporate borrower faces up to VND 60 million, and misuse of proceeds up to VND 400 million.
Cash-flow consequences. In practice, this hurts more than the fine. The account servicing bank may only execute transfers relating to the loan in line with the SBV-confirmed contents. Without a confirmation letter, the enterprise cannot draw down, service principal or remit interest offshore through the banking system — breaching the loan agreement with the foreign lender and triggering default interest.
Expiry of the confirmation. Even a registered loan is not safe forever. Article 23 of Circular 12/2022/TT-NHNN provides that the confirmation automatically expires if, more than six months after the last day of the confirmed drawdown period, the borrower has neither drawn down nor registered a change to the drawdown plan — resuming the loan requires re-registration within 30 days of the parties’ agreement to continue. Where the dossier contains fraudulent information or forged documents, the competent authority terminates the confirmation; banks halt all related transfers and the borrower must repay the outstanding balance through a VND payment account (Article 24).
7. Post-registration duties
Registration is not the finish line. Article 41 of Circular 12/2022/TT-NHNN imposes a reporting regime: monthly, no later than the 5th of the month following the reporting period, the borrower must file an online report on its short, medium and long-term foreign loans via the designated electronic portal. Any change to the confirmed loan contents (amount, tenor, interest, lender identity and the like) requires a registration-change procedure — except for minor variations listed in the Circular, such as shifting drawdown or repayment dates within 10 working days of the confirmed schedule.
The bottom line: foreign borrowing is supervised end-to-end — borrowing conditions before disbursement, registration with the SBV, and periodic reporting for the life of the loan. Build the registration duty into the checklist at the loan-negotiation stage, not when the bank first refuses a transfer.
Frequently asked questions
Does a nine-month parent-company loan need SBV registration?
No, provided the principal is fully repaid on time and the total term stays within one year. But if an extension pushes the aggregate term past one year, or principal remains outstanding at the one-year anniversary of first drawdown (and is not cleared within the following 30 working days), registration becomes mandatory under Clauses 2 and 3, Article 11 of Circular 12/2022/TT-NHNN.
We missed the 30-working-day filing deadline. What now?
The duty to register survives the delay — file immediately. Late or missing registration can draw fines under Article 27 of Decree 340/2025/ND-CP (VND 20–30 million for individuals, double for organizations), and the bank will not process debt-service transfers in the meantime.
Where do we file for a USD 25 million loan?
With the State Bank of Vietnam (Foreign Exchange Management Department), since it exceeds the USD 20 million threshold in Clause 1, Article 20 of Circular 12/2022/TT-NHNN (amended by Circular 80/2025/TT-NHNN). Loans of USD 20 million or less go to the SBV Regional Branch of the borrower’s home locality.
Can a foreign loan repay the principal of a domestic loan?
Not with short-term foreign borrowing. Clause 1, Article 17 of Circular 08/2023/TT-NHNN restricts short-term proceeds to foreign-debt restructuring and repayment of short-term debts (excluding domestic loan principal). Misuse can attract fines of up to VND 200 million (individuals) / VND 400 million (organizations) under Clause 7, Article 27 of Decree 340/2025/ND-CP.
Our loan was confirmed but we have not drawn down for eight months. What happens?
Under Article 23 of Circular 12/2022/TT-NHNN, the confirmation automatically expires once six months pass from the last day of the confirmed drawdown period without drawdown or a registered change. Continuing the loan requires re-registration within 30 days of the parties’ agreement to proceed.
Are loans from our foreign parent exempt from registration?
No. A loan from a foreign parent or affiliated party is still a foreign loan and must meet the same borrowing conditions and registration duties. Separately, mind transfer-pricing obligations (arm’s-length interest) toward the tax authority.
This article has been quality-reviewed by the FLAW AI Legal Council
