Foreign loan registration in Vietnam: which loans need SBV registration, and why you cannot draw down first

Foreign loan registration in Vietnam is the filing a Vietnamese borrower makes with the State Bank of Vietnam (SBV) when it borrows from a non-resident, such as its overseas parent, a shareholder or a foreign bank, without a Government guarantee. Three kinds of loan must be registered: medium and long-term loans (more than one year); short-term loans extended so that the total term exceeds one year; and short-term loans with no extension that still have principal outstanding one year after the first drawdown (Article 11 of Circular 12/2022/TT-NHNN, as amended). The usual deadline is 30 working days from signing the loan agreement, and the SBV answers within 10 working days of receiving a complete file (Article 15(2) and (3)).

The point that is easy to miss: once a loan is registrable, the borrower may draw down and repay only after the SBV has confirmed the registration (Article 32(2)). The 30 working days are a filing deadline, not a window to draw first and file later. From 25 July 2026, loans above USD 20 million are filed with the SBV's Foreign Exchange Management Department and loans up to USD 20 million with the SBV regional branch where the borrower has its head office (Article 20(1), as amended by Article 10(1) of Circular 80/2025/TT-NHNN). This guide covers borrowers that are not credit institutions, mainly foreign-invested companies borrowing from their group, and leaves out Government-guaranteed loans and international bonds.

Which rules govern foreign loan registration in Vietnam in 2026?#

References to filing with SBV provincial branches, to the department's former name, to the old filing threshold, to a separate portal login procedure or to the old penalty Decree 88/2019 are out of date. The texts in force:

Topic	Text in force (13 October 2026)	What changed
Framework for borrowing without a Government guarantee	Decree 219/2013/ND-CP, consolidated 28 September 2026	Still in force; Decree 366/2025/ND-CP only repealed Article 12(1) and (2)
Registration, accounts, reporting	Circular 12/2022/TT-NHNN, consolidated text 23/VBHN-NHNN of 2026	Circular 80/2025 in force 25 January 2026; the USD 20 million split from 25 July 2026 (Article 22 of Circular 80)
Foreign borrowing conditions	Circular 08/2023/TT-NHNN, amended by Circular 19/2024/TT-NHNN	Article 5a added (loans to pay deferred-payment import contracts); Article 9(3) amended
Penalties	Decree 340/2025/ND-CP, in force 9 February 2026	Replaces Decrees 88/2019 and 143/2021 (Article 72(2))
Account of an FDI company	Circular 38/2026/TT-NHNN, in force 18 August 2026	The direct investment capital account is renamed the foreign investment capital account in Vietnam (Article 18(5))

The separate procedure for obtaining portal login credentials has been abolished (Article 3 of Circular 80). Filings go online through the National Public Service Portal; the SBV's own portal (www.sbv.gov.vn or www.qlnh-sbv.cic.org.vn) is used for reporting and, optionally, for entering the loan details in advance (Article 5; Article 8(1)).

Does this loan need foreign loan registration in Vietnam? A decision tree#

Answer the six questions in order and stop at the first one that gives a result.

1. Is the lender a non-resident? Foreign borrowing means credit from a non-resident under a loan agreement, deferred-payment purchase, entrusted lending, finance lease or debt instrument (Article 3(1) of Decree 219). A loan from a bank in Vietnam, including a branch of a foreign bank, is domestic borrowing.
2. Does the signed document give a right to draw down? Framework credit agreements and memoranda without drawdown effect are not registered; registration follows the document that triggers drawdown, and the file then includes the original framework (Article 13(2) and (3)).
3. Is it a deferred-payment import of goods? Not registrable (Article 4(2)) and not subject to the borrowing conditions (Article 5(1) of Circular 08/2023). Borrowing cash to pay an import contract is an ordinary loan.
4. Is the agreed term longer than one year? Register (Article 11(1)).
5. Has a short-term loan been extended so that the total term exceeds one year? Register (Article 11(2)).
6. Is principal (including capitalised interest) still outstanding one year after the first drawdown? Register, unless within 30 working days of that anniversary the borrower repays all outstanding principal, converts all of it into shares or capital contribution of the lender, or is released from it (Article 11(3), as amended by Article 4 of Circular 80).

A loan that reaches none of questions 4 to 6 is a short-term loan that is not registered, but it still has to meet the borrowing conditions and appear in the monthly report (Article 41(1)).

How the term is measured#

For a medium or long-term loan, the term runs from the expected first drawdown date to the expected final principal repayment date under the agreement; for extended loans and loans outstanding at the one-year mark, it runs from the first drawdown, which for a cash loan is the day the money is credited to the borrower's account (Article 12). A facility labelled "12 months" whose drawdown and repayment schedules are more than a year apart is still a medium-term loan, so read the schedules, not only the term clause.

Foreign borrowing conditions to check before signing#

Before any foreign loan registration in Vietnam, check the conditions: the SBV confirms a registration only if the loan fits within the annual commercial borrowing limit approved by the Prime Minister and the borrower meets the borrowing conditions at the time of filing (Article 21 of Circular 12; Article 4(2) of Decree 219). The conditions sit in Circular 08/2023/TT-NHNN.

Purpose. Medium and long-term loans may only finance an investment project, a production and business plan, or the restructuring of the borrower's foreign debt (Article 17(2) and (4)). Short-term loans may only restructure foreign debt or pay short-term payables in cash, excluding principal of domestic loans (Article 17(1)(a)): a short-term parent loan cannot be used to repay a local bank's principal.

Signing date. The loan agreement must be signed before or on the drawdown date; for a company borrower, signing on the drawdown date is allowed only for short-term loans disbursed after signing and loans converted from pre-investment funds (Article 9(3), as amended by Circular 19/2024). Proceeds drawn but not yet used may be placed on deposit with banks in Vietnam for terms of up to one month each (Article 6(2)).

Borrowing room of an FDI company: the gap on the IRC#

When borrowing medium or long-term for a project, the outstanding principal of all medium and long-term loans for that project, domestic and foreign, may not exceed the difference between the project's total investment capital and the investors' contributed capital recorded on the IRC or the investment policy approval (Article 18(1) of Circular 08). The IRC records investment capital split into contributed capital and mobilised capital (Article 37(6) of Decree 96/2026/ND-CP), so the mobilised capital figure is in practice the borrowing ceiling. Medium and long-term debt in kind under deferred-payment import contracts is left out when computing the ceiling (Article 5a(1)(b), added by Circular 19/2024). See the handbook entries on the IRC and on charter capital versus investment capital.

Illustration (assumed figures). The IRC shows total investment capital of USD 10 million, of which USD 3 million is contributed capital: the medium and long-term ceiling is USD 7 million. The company already owes a local bank USD 2 million on a medium-term project loan, so it can borrow at most USD 5 million from the parent. To borrow USD 6 million it must first raise mobilised capital through an IRC amendment. Raising contributed capital instead (with an increase in charter capital) does not widen the gap.

For other business plans, outstanding debt may not exceed the loan need in the approved plan (Article 18(2)); short-term loans are outside these ceilings (Article 18(4)).

Shareholder loans and loans in Vietnamese dong#

A shareholder loan from the parent or a group company abroad is foreign borrowing on the same footing as a foreign bank loan: same conditions, same registration duty, so offshore loan registration applies to intra-group loans as well. The loan currency must be foreign currency. Article 10(2) of Circular 08 allows dong loans in three cases; the one specific to FDI companies is a loan funded by dong profits that the lending foreign investor earned from its own direct investment in the borrower (point b), and the file then includes evidence of the lawfully distributed profit (Article 16(9) of Circular 12). If the profit is to leave Vietnam instead, see profit repatriation from Vietnam.

Internally, a loan between a multi-member LLC and one of its members (usually the parent) must be approved by the members' council (Article 67 of the Law on Enterprises). A single-member LLC owned by an organisation that borrows from its owner needs approval from the members' council or the company chairman, the director or general director and the controller, unless the charter provides otherwise (Article 86). The procedure and the consequences of skipping it are covered in related-party transactions in Vietnam.

Foreign loan registration in Vietnam deadlines: 30 or 60 working days?#

Case	Filing deadline	Counted from
Medium or long-term loan	30 working days	Signing of the loan agreement
Short-term loan extended into medium or long term within the first year	30 working days	Signing of the extension
Pre-investment funds converted into a loan	30 working days	Issue of the Enterprise Registration Certificate (or sector licence, or signing of the PPP contract) or signing of the conversion agreement, whichever is later
Extension signed after the first year; short-term loan outstanding at the one-year mark	60 working days	One-year anniversary of the first drawdown

Basis: Article 15(2) of Circular 12. The last row involves two different periods: the 30 working days in Article 11(3) are the window to repay, convert or obtain a waiver and so avoid registration; if that does not happen, the loan registration deadline is 60 working days from the anniversary. Example (assumed): an 11-month loan with principal still outstanding at the one-year mark, repaid in full on the 20th working day after it, does not need to be registered.

No confirmation, no drawdown#

For a registrable loan, drawdown and repayment of principal and interest may take place only after the SBV confirms the registration or the amendment (Article 32(2)). There are two exceptions: drawdowns and partial repayments of principal and interest in the first year of a short-term loan that only later becomes registrable, and drawdown of a loan converted from pre-investment funds. If a short-term loan is extended into a medium or long-term loan within the first 12 months, further drawdowns and repayments from the extension date must wait for confirmation, and the account bank must be told. Build the filing preparation time plus the SBV's 10 working days into the disbursement schedule, and treat the loan registration deadline as the latest date, not the target.

A confirmation lapses automatically if no drawdown is made and no change to the drawdown plan is registered within six months after the last day of the confirmed drawdown period; to continue, the borrower registers again within 30 days of the parties' written agreement to proceed (Article 23).

Where to file for foreign loan registration in Vietnam: the USD 20 million split#

From 25 July 2026 (Article 20(1) of Circular 12; Article 22(2) of Circular 80):

• SBV Foreign Exchange Management Department: loans above USD 20 million or the equivalent in another currency.
• SBV regional branch where the borrower has its head office: loans up to USD 20 million. Circular 38/2026 uses the name "SBV regional office" (Article 16); check the exact name of the receiving unit on the National Public Service Portal when filing.

Conversion uses the Ministry of Finance accounting rate on the date of the loan agreement or of the amendment affecting the amount (Article 20(4)). If a change in the amount, the currency, the head office or the borrower shifts the file to a different authority, the amendment is filed with the new authority (Article 20(2)). Files up to USD 20 million that the department received before 25 July 2026 are finished by the department and then passed to the regional branch for monitoring (Article 24(2) of Circular 80).

The file for offshore loan registration after Circular 80/2025#

Under Article 16 of Circular 12, as amended, the file for foreign loan registration in Vietnam contains:

1. The application, completed online on the National Public Service Portal or on the Appendix I form for paper filings (Article 15(1)).
2. Evidence of purpose: the IRC or investment policy approval; the approved plan for using the loan; the debt restructuring plan; or, for a short-term loan under Article 11(2) or (3), a report on the use of the original short-term loan (Article 16(3)).
3. The loan agreement, in one of two forms: a copy of the foreign-language agreement with a Vietnamese translation; or a summary that covers at least the amount, availability period, borrowing costs, term, drawdown and repayment method, security and financial covenants, with clause references, signed and sealed by the legal representative (Article 16(4)).
4. Bank confirmation of drawdowns and repayments, issued within 10 working days before filing, only for debt restructuring loans, short-term loans under Article 11(2) or (3), and loans converted from pre-investment funds (in that case a copy and translation of the confirmation from the lender's account bank) (Article 16(8)).
5. Profit evidence for dong loans funded by profits (Article 16(9)) and owner approval for a state-owned borrower (Article 16(6)).

Electronic documents are PDF scans of the originals; paper copies must be certified or confirmed by the borrower (Article 7(3) and (4)). Foreign-language documents need a translation with a certified translator's signature, except agreements and documents the borrower itself signed or issued, such as the parent loan agreement, which the borrower may translate and certify itself (Article 7(5)).

Step by step: foreign loan registration in Vietnam online#

1. Before signing: check the conditions above, amend the IRC if the ceiling is too low, and choose one account bank for the loan, since each loan is drawn and repaid through one bank only (Article 32(1)). A new company opens its investment capital account as part of setting up a foreign-owned company.
2. File within the deadline in the table above: online on the National Public Service Portal with a digital or specialised e-signature, by post, or at the SBV one-stop desk; if the portal fails, file by post or in person (Article 7(1) and (2)).
3. Track the response: the one-stop desk acknowledges or asks for corrections within 3 working days (Article 7(7)). For an incomplete file, the SBV asks for more within 7 working days; if nothing arrives within 60 days, the file is closed (Article 15(3)).
4. Receive the confirmation (or a reasoned refusal) within 10 working days; the State Bank of Vietnam copies it to the account bank (Article 25(1)). Only then draw down.
5. Report monthly on the SBV portal by the 5th of the following month, for short, medium and long-term loans alike (Article 41(1)).

Accounts: the FDI company uses its investment capital account#

After foreign loan registration in Vietnam, all drawdowns and repayments must pass through the borrower's foreign loan account, except the cases in Article 34, such as a finance lease (Article 31(1)). A company with foreign direct investment runs medium and long-term loans through its investment capital account (with an extra loan account at the same bank if the loan currency differs); short-term loans may use either (Article 26(2)(a) and (b)). That account is now called the "foreign investment capital account in Vietnam" (Article 18(5) of Circular 38/2026/TT-NHNN), and foreign-currency loan receipts and payments are among its permitted transactions (Article 8(1)(l) and (2)(l)); see our guide to the direct investment capital account. A purely domestic company opens a foreign loan account at its account bank (Article 26(3)).

Amending a registered loan: when a portal notice is enough#

Foreign loan registration in Vietnam does not end with the confirmation. Any change to what it records requires an amendment registration (Article 17(1)), except changes that only need a notice on the SBV portal (Article 17(2)), such as: moving drawdown or principal dates by up to 10 working days; an address change within the same province; a new interest or fee schedule without a change to how they are calculated; differences of up to 100 units of the loan currency; an actual drawdown or repayment below plan for a period (the balance must be registered before it is drawn or repaid, Article 17(3)); and principal reduced by a lender write-off, a guarantor's payment or enforcement of security (point h).

The amendment is due within 30 working days of signing the amendment agreement, or before the change takes effect if no agreement is needed; splits, mergers, name changes and moves to another province have their own triggers (Article 18(2)). The SBV decides within 10 working days (Article 18(3)). The file includes the application and the amendment with its translation, plus evidence of purpose if the amount rises or the purpose changes, and a bank confirmation if the amount, the drawdown or repayment plan, or the account bank changes (Article 19). Converting a registered loan into equity changes the confirmed repayment plan and is not on the notice-only list, so in our reading it also needs an amendment, alongside the charter capital increase.

Fines for missing or botched registration#

Late or missing foreign loan registration in Vietnam is fined under Decree 340/2025/ND-CP (in force 9 February 2026). The fines in Article 27 are for individuals; organisations pay double (Article 5(3)(a)).

Breach	Basis	Individual (VND)	Organisation (VND)
Failing to follow the registration or amendment procedure	Article 27(3)(g)	20–30 million	40–60 million
Opening, closing or using the loan account incorrectly	Article 27(4)(d)	30–50 million	60–100 million
Drawing down or repaying a foreign loan incorrectly	Article 27(4)(g)	30–50 million	60–100 million
Fraudulent or forged filing (short of a crime)	Article 27(4)(o)	30–50 million	60–100 million
Other breaches of foreign borrowing rules	Article 27(6)(c)	100–150 million	200–300 million
Using the loan for a purpose not allowed by the borrowing conditions	Article 27(7)(a)	150–200 million	300–400 million

For late or defective filings, the breach is treated as ending on the day the procedure is completed, which is when the limitation period starts (Article 4(4)). Drawing down before confirmation may be treated as an incorrect drawdown under Article 27(4)(g). The practical consequence is often worse than the fine: to buy foreign currency to repay a registrable loan, the borrower must show the SBV confirmation (Article 33(2) of Circular 12).

Tax on interest paid to the offshore lender#

Foreign loan registration in Vietnam does not settle the tax side. Interest paid abroad falls under foreign contractor tax: it is outside VAT (Article 5(9)(a) and (b) of Law 48/2024/QH15) and bears 5% corporate income tax on the interest (Article 12(3)(e) of Decree 320/2025/ND-CP); see our foreign contractor tax guide. On the borrower's side, a company with related-party transactions may deduct total interest expense only up to 30% of net operating profit plus net interest expense plus depreciation for the period (Article 9(2)(d) of Law 67/2025/QH15; Article 16(3) of Decree 255/2026/ND-CP). The cap applies to all of the company's interest, bank loans included, not only to the parent loan; see transfer pricing in Vietnam. Interest on borrowing that matches unpaid charter capital is not deductible (Article 9(2)(i) of Law 67; see how to calculate corporate income tax in Vietnam).

For parent and bank loans, LexData checks the borrowing conditions and the IRC ceiling, prepares the foreign loan registration in Vietnam and handles later amendments as part of our foreign investment services. The underlying rules on investment and mobilised capital are in the Law on Investment 143/2025/QH15.