Conditions for Registration with the State Bank of Vietnam to Borrow Foreign Capital
Borrowing foreign capital is a common form of financial mobilization for companies in Vietnam, especially FDI enterprises or firms seeking large capital flows to expand business scale. However, not every company can access this capital easily. One of the important steps required before receiving funds is registering the loan with the State Bank of Vietnam (SBV). So, what are the conditions for registering a foreign loan? What must a company prepare to be approved? Let’s work with DEDICA Law Firm to clarify the legal process, necessary conditions, and essential notes so that borrowing foreign capital will not be interrupted by legal obstacles.
Cases where registration of foreign loans with the State Bank is required
According to Regulation in Circular 12/2022/TT-NHNN, not all foreign loans must be registered. However, companies need to correctly identify the loan type to know whether they fall under the registration requirement.
Loans that must be registered with the SBV
The following foreign loans must be registered with the SBV:
Medium‑ and long‑term loans (with a term over 1 year) in any form.
Short‑term loans (under 1 year) that are not repaid on time and have extensions causing the loan period to exceed 1 year.
Short‑term loans whose total outstanding amount at any time exceeds USD 10 million, including both principal and interest.
Determining the loan term, value, and purpose of use will decide the registration obligation. Companies should note that if they do not register but still disburse or repay the foreign loan, they may be subject to administrative sanction, recovery of sums, or refusal to recognise the transaction.
Loans not required to register with the SBV
Some of the following loans are exempt from registration:
Short‑term loans (under 1 year) repaid on time.
Loans in the form of deferred payment import of goods (with full commercial documents).
Loans re‑granted from ODA sources or concessional loans from the Government.
However, even if exempt, companies must still make periodic reports on foreign debt via the SBV’s management system for borrowing and repayment of foreign loans.
Conditions and documents required to register a foreign loan
To be approved for registration of a foreign loan, a company must meet certain conditions in terms of legal status, financial capacity, and the purpose of using the loan. This is a step with high technical and legal requirements, requiring careful preparation.
Mandatory legal conditions
The company must have legal entity status in Vietnam, operating in the business lines registered.
It must have sufficient financial capacity to fulfil debt repayment obligations.
The loan must be consistent with Vietnam’s laws on foreign borrowing and debt repayment.
The borrowing must not conflict with international commitments or special regulations of conditional investment/business sectors.
Documents required for registration of a foreign loan
Application for registration of the foreign loan.
Foreign loan agreement or equivalent document (Loan Agreement, Credit Facility Agreement, etc.).
Documents proving the purpose of using the loan (commercial contracts, investment decision, etc.).
Copy of enterprise registration certificate, investment license.
Document proving investor’s equity ratio (if an FDI enterprise).
Documents showing capacity to repay debt: audited financial statements, business plan, etc.
Confirmation document from a credit institution serving the payment obligations.
Some other papers depending on the type of loan, e.g. letter of shareholder approval, minutes of Board of Members or Board of Directors meeting.
The processing time for the dossier is 12 working days from the date the SBV receives a complete valid file. Submission is carried out via the Foreign Borrowing and Debt Repayment Electronic Portal.
Important notes to avoid legal risks when borrowing foreign capital
During the registration process, non‑compliance with regulations may lead to unnecessary risks. A few key points to pay special attention to include:
First: Ensure transfer and receipt of funds through the loan account
A company is required to open a foreign loan account at a commercial bank authorised for foreign exchange operations. All disbursements, repayment of principal and interest must be made through this account. If not properly complied with, the company may be deemed to have made invalid money transfers and be sanctioned.
Second: Manage the funds for the correct purpose
The loan must be used exactly for the purpose registered, e.g., to supplement working capital, invest in machinery, procure materials, etc. Misuse of purpose may lead to recovery of funds or inspection and sanction by competent authorities.
Third: Comply with periodic reporting obligations
The company is responsible for periodic reporting on the status of foreign borrowing and repayment quarterly or as required by the SBV. Failure to report or false reporting will result in penalties and affect approval of subsequent loans.
Advice from DEDICA: Don’t let legal procedures delay your capital flow
With experience supporting companies in successfully registering foreign loans, DEDICA finds that the biggest barrier is not the law itself, but the lack of information and preparation from companies.
We always recommend that companies:
Consult a lawyer from the beginning to assess legality and suitability of the loan.
Prepare a complete registration dossier from the start to avoid time‑wasting amendments or supplements.
Choose lenders with prestige and experience in cross‑border transactions.
Cooperate with domestic commercial banks from the stage of establishing the account and the fund transfer plan to ensure the process is in compliance.
Borrowing foreign capital is an opportunity for Vietnamese companies to reach international markets, but it comes with the responsibility of strict legal compliance. Do not let lack of preparation delay this opportunity.
Are you preparing to receive capital from foreign partners and unsure where to start?
Let DEDICA Law Firm accompany you in every step from drafting loan agreement, legal consultancy, to completing registration procedures with the State Bank. We are committed to providing comprehensive – speedy – compliant – effective legal solutions.
Contact DEDICA Law Firm for in‑depth legal advice!
📞 Hotline: (+84) 39 969 0012
🏢 Head Office: 144 Võ Văn Tần Street, Xuân Hòa Ward, Ho Chi Minh City
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