In this article, we will address the obligations that borrowing enterprises need to be aware of and comply with after completing the registration of a foreign loan with the State Bank of Vietnam (“SBV”) and receiving the foreign loan in practice. These obligations include notifying, registering changes to the foreign loan (if any), as well as periodically reporting on the status of the foreign loan’s utilization and maintaining records related to the foreign loan. We further note that the content of this article is limited to borrowers that are enterprises operating in Vietnam and are not state-owned enterprise, credit institutions or foreign bank branches, which are the most commonly regulated entities in practice.
1. Registering Changes to the Contents of the Foreign Loan Registration
The borrower must register with the SBV when there are changes compared to the contents specified in the foreign loan registration confirmation document (“Confirmation Document”) during the term of the foreign loan. These changes may relate to groups of information recorded in the Confirmation Document, including: (i) information about the parties involved in the loan (borrower, lender, related parties); (ii) loan details (loan purpose, loan amount, loan form, currency of borrowing/withdrawal/repayment, loan term, interest rate, penalty interest, fees, capital withdrawal plan, repayment schedule); (iii) information about security measures and the bank servicing the secured transaction; (iv) information about the bank providing account services; or (v) other groups of information (if any).
In most cases, the borrower must submit the change registration dossier to the SBV[1] within 30 business days (“BD”) from: (i) the date the borrower and lender sign an agreement/implement the relevant changes; or (ii) the date the entity inheriting the repayment obligation is issued a business registration certificate or the parties sign an agreement to change the borrower due to the original borrower being split, separated, merged, or consolidated, and before continuing to withdraw capital or repay the loan; or (iii) the date the borrower updates its name or headquarters address in the National Business Registration Database; or (iv) the date the related parties in the loan change information compared to the Confirmation Document[2].
From 25 January 2026, the borrower may choose to submit the application dossier online via the National Public Service Portal or submit it directly to the One-Stop Service Department and SBV shall issue a written response within 10 working days from the date on which the borrower’s dossier is fully and validly received[3]. In cases where the dossier does not meet the conditions for confirmation, SBV shall send a request for supplementation within 7 BD from the date of receipt of the dossier, and the borrower shall have 60 days from the date of such request to supplement and clarify the contents of the dossier. If the borrower fails to complete the dossier within this time limit, SBV shall close the administrative procedure file[4].
2. Notifying Changes to the Contents of the Foreign Loan Registration
Under current regulations, not all changes to the contents specified in the Confirmation Document require the borrowing enterprise to register with the SBV. To simplify administrative procedures, the SBV allows borrowing enterprises to only notify changes to the foreign loan via the SBV-managed electronic portal (“Portal”)[5].
It should be noted that Circular 80 has abolished the regulation on access accounts for borrowing enterprises on the Portal[6]. Instead, from 25 January 2026, the borrower may use their accounts on the national public service portal to carry out procedures related to online registration of changes to loans[7]. However, Circular 80 does not clearly stipulate whether notifications of changes should be made via the Portal or the national public service portal, therefore, pending specific guidance from SBV, notifications of changes to loans may be submitted via postal services or directly at the One-Stop Department of SBV[8].
The cases in which only a notification is required are as follows[9]:
a. Changes to the capital withdrawal or principal repayment schedule within 10 BD compared to the plan stated in the Confirmation Document;
b. Changes to the borrower’s address without changing the province or city where its headquarters is located, or changes to the borrowing enterprise’s address due to the reorganization of administrative units. The borrowing enterprise is responsible for updating the changed address on the Electronic Portal[10];
c. Changes to the lender or lender-related information in a syndicated loan with a designated representative of the lenders, except when the lender is also the representative and the change affects the representative role;
d. Changes to the commercial transaction name of the bank providing account services or the bank servicing the secured transaction;
e. Changes to the interest or fee repayment plan compared to the confirmed plan, provided the method of determining interest and fees under the loan agreement remains unchanged, or where the lender waives the obligation of the borrowing enterprise to pay interest and fees[11]. The borrower must prepare a calculation table of interest and fees payable for the bank providing account services to verify and monitor during fund transfers;
f. Changes to the amount of capital withdrawn, principal repaid, interest, or fees within a range of 100 units of the foreign loan currency compared to the amounts stated in the Confirmation Document; and
g. Changes where the actual amount of capital withdrawn or principal repaid in a specific period is less than the amount stated in the plan in the Confirmation Document. Before withdrawing or repaying the remaining amount for that period, the borrower must register changes to the capital withdrawal or repayment plan for the remaining amount[12];
h. Changes to the amount of principal repayment due to the lender’s write-off of principal, the guarantor’s performance of its guarantee obligations, or the parties’ enforcement of collateral to settle obligations in accordance with the security agreements and the loan agreement[13].
3. Reporting on the Utilization of the Foreign Loan
The borrowing enterprise is responsible for reporting the utilization status of the loan to the SBV. Under current regulations, there are two main types of reports that the borrowing enterprise must submit:
a. Periodic Reporting[14] – By the 5th day of each month, the borrowing enterprise must report the loan implementation status via the Portal or in writing using the form in Appendix IV of Circular 80 (if the Portal experiences technical issues).
Within 10 BD from receiving the report, the SBV branch approves the report on the Portal (or inputs data from the written report). If any information is inaccurate or requires clarification, the SBV branch will notify the borrowing enterprise to adjust the data. Within 3 BD from discovering errors in the reports, the borrowing enterprise must report the corrected loan implementation status online and notify the SBV branch via email.
For short-term loans, the borrowing enterprise must report the utilization status if the loan is from the parent company, other member entities of the parent company, or other entities, including: (i) opening and closing balances and transactions during the period, and (ii) the capital withdrawal, principal, and interest repayment plan for the next period.[15]
For medium- and long-term loans, the borrowing enterprise must report the utilization status based on the borrowed currencies, corresponding to: (i) lender information; (ii) loan details (amount, loan form, guarantee, lender type); (iii) loan utilization status during the reporting period (opening and closing balances and transactions); (iv) capital withdrawal, repayment, and interest plan for the next period; and (v) the bank providing account services.[16]
In cases where the foreign loan currency differs from the foreign currency (currently USD) specified in the reporting guidelines, the borrower shall use the accounting exchange rate most recently published by the Ministry of Finance as at the reporting date for conversion and carry out reporting in accordance with regulations[17].
b. Ad-hoc Reporting[18] – In urgent or necessary cases, the borrowing enterprise and/or the bank providing account services must report as requested by the SBV.
Circular 80 provides that the use of the Portal for reporting on the implementation of foreign loans shall be carried out in accordance with the guidance document published on the Portal[19]. Therefore, while awaiting further guidance from SBV upon the effective of Circular 80, the borrower may proactively submit written reports on the use of foreign loans to SBV.
4. Maintaining Foreign Loan Records
In addition to reporting, to facilitate inspections by competent state authorities, the borrowing enterprise is responsible for: (i) retaining documents and evidence proving the loan’s utilization, including documents before and after registering changes, consistent with the purpose stated in the Confirmation Document[20]; and (ii) preparing a tracking table for each idle amount in case of term deposits at credit institutions or foreign bank branches in Vietnam (if any)[21] for presentation when required.
Note that for short-term loans, although the borrowing enterprise only needs to submit the foreign loan utilization plan to the bank providing account services to conduct loan-related transactions[22], if there are changes to the capital utilization plan specified in the capital demand schedule, the borrowing enterprise has to[23]: (i) provide objective reasons for these changes, (ii) adjust the foreign loan utilization plan before the changes take effect, and (iii) ensure compliance with regulations on retaining and presenting documents for inspections of the loan’s utilization purpose.
[1] Article 17.1 of Circular 12/2022/TT-NHNN of the SBV dated 30 September 2022 providing guidance on foreign exchange management for foreign borrowing and debt repayment of enterprises (“Circular 12“).
[2] Article 18.2 of Circular 12.
[3] Article 8.1 and 8.2 of the Circular No. 80/2025/TT-NHNN of the SBV dated 31 December 2025 amending and supplementing several articles of Circular 12 (“Circular 80”).
[4] Article 8.2 of Circular 80.
[5] Article 17.1 of Circular 12.
[6] Article 3 of Circular 80.
[7] Article 8.1 of Circular 80.
[8] Article 1 of Circular 80.
[9] Article 17.2 of Circular 12.
[10] Article 7.1 of Circular 80.
[11] Article 7.2 of Circular 80.
[12] Article 17.3 of Circular 12.
[13] Article 7.3 of Circular 80.
[14] Article 41 of Circular 12.
[15] Appendix IV of Circular 80.
[16] Appendix V of Circular 80.
[17] Article 16.2 of Circular 80.
[18] Article 42 of Circular 12.
[19] Article 2 of Circular 80.
[20] Article 19.4 of Circular 08/2023/TT-NHNN providing for conditions for foreign borrowing without government guarantee issued by the State Bank of Vietnam on June 30, 2023 (“Circular 08“).
[21] Article 19.5 of Circular 08.
[22] Article 45.1 of Circular 12.
[23] Article 7.4 Circular 08.
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