The procedure to register foreign loan will be easier if you have information about the regulations on the steps as well as the list of documents that need to be prepared. Accordingly, to successfully register foreign loans in Vietnam, the Borrower should keep in mind the following two issues:

1. Procedure to perform the registration of foreign

Step 1: The Borrower sends dossiers for registration of foreign loan by post or submits it directly at the agency certifying the registration of loan within thirty (30) days from:

• The date of signing medium and long-term foreign loans agreement or the date of signing the guarantee document in case of guaranteed loan or the date of signing the capital withdrawal agreement in the document in case the parties have the capital withdrawal agreement on the basis of framework agreement and before implement capital withdrawal;
• The date of signing the extension agreement of short-term foreign loan into medium and long-term foreign loans;
• The date of (01) one round year from the first date for short-term foreign loan without extension contract but with outstanding loan at the time (one) round year from the date of first capital withdrawal.

Step 2: The State Bank issues the document certification of registration of foreign loan within:

• Twenty (20) days from the date of receiving the valid and complete dossier of the Borrower, or;
• Sixty (60) days from the date of receiving the valid and complete dossier of the Borrower in case of foreign loan in Vietnamese dong (VND) shall be considered and approved by the Governor of the State Bank as prescribed by law.

In case of refusal to certify the registration of foreign loan, the State Bank shall issue the document explaining clearly the reason. The Borrower base on the content of document of the State Bank to supplement document or explain, depending on the specific case.

2. The list of dossier for registration of foreign loan

To perform registration of foreign loan in Vietnam, the Borrower shall prepare some documents below:

• An Application for registration of foreign loan in the standard form.
• Copy (with the Borrower’s certification) of the legal dossier of the Borrower and the loan user (in case the Borrower does not use the borrowed funds) including: Establishment License, Business Registration Certificate, Enterprise Registration Certificate, Investment Certificate or equivalent documents of organization, Co-operative and Co-operative union registration Certificate as prescribed by law and revision documents (if any)
• Copy (with the Borrower’s certification) of the document proving the loan purpose, including:
• Business and production plan and investment project using foreign loan approved by the competent authority under regulations of the Investment Law, the Enterprise Law and the Enterprise Charter, Cooperative Law, and Cooperative Charter, and other relevant legal documents in case of foreign loan to perform business and production plan and investment project;
• The Borrower’s plan to restructure foreign debts is approved by the competent authority under regulations of the Enterprises Law and the Enterprise Charter, Co-operative Law and the Co-operative Charter and relevant legal documents relate to cases of foreign loan to restructure foreign debts of the Borrower.
• Copy and Vietnamese translation (with the Borrower’s certification) of foreign loans agreement and extension agreement of short-term foreign loans into medium and long-term foreign loans (if any) or capital withdrawal agreement in the document attached to the framework agreement.
• Copy (with the Borrower’s certification) of guarantee letter, document guarantee commitment or foreign loans guarantee contract (if any)
• A document explanation of the need for foreign loans in Vietnamese dong (VND) for the case of foreign loans in Vietnamese dong (VND) shall be approved by the Governor of the State Bank.

In addition to the above documents, in some separate cases, the Borrower shall provide some other documents depending on the borrowed subject, for example, document certification of credit institutions, the foreign bank branch in case the investor’s capital transferred into Vietnam has been converted into medium and long-term foreign loans; copies of evidential documents that the imported goods have been cleared for customs clearance for the application for registration of foreign loans arising from the deferred goods import contract.

Time of writing: 03/29/2023

The article contains general information that is of the reference value, in case you want to receive legal opinions related to the issues that you are having trouble with, please contact our lawyer at email: info@cdlaf.vn