Date: 18 January 2021
Writer: Truc Nguyen, Thao Bui
When in need of capital, a Vietnamese enterprise can borrow capital from a foreign enterprise through a foreign loan. The State Bank of Vietnam (“SBV”) is the agency having authority to manage this activity. By this article, BLawyers Vietnam would like to take you a brief legal view on procedure for foreign loan registration through 04 following questions.
1. Who can borrow loans from overseas?
Enterprises may borrow from abroad if the borrowing purpose is:
- Implementing the business plans or projects of investment funded by foreign loans of the borrower or any company to which the borrower makes a direct capital contribution; or
- Restructuring the foreign debts incurred by the borrower without increasing the loan expense.
2. Which loans are subject to the registration?
Enterprises having one of 03 following loans must register the foreign loans with SBV:
- Medium-term and long-term foreign loan;
- Short-term loan, which is renewed to have the total loan terms being more than 01 year; or
- Short-term loan with the outstanding principal not fully paid after 01 year from the first loan withdrawal date and having no agreement on extending the loan term, excepting for case that the borrower fully paid the outstanding principal within 10 days from the date of fully 01 year from the first withdrawal date.
3. Who has obligation to register the foreign loans?
Borrowers subject to application for registration, including:
- Borrowers who are parties to foreign borrowing agreements and receive direct cash disbursements from non-resident creditors;
- Credit institutions, foreign bank branches that are entrusted with lending tasks by non-resident trusting parties;
- Parties who are obliged to repay debts according to debt instruments issued to non-residents; and
- Lessees who are parties to finance lease contracts with non-resident lessors.
4. How many steps must the loan registration process go through?
There are 03 steps that the loan registration process goes through, as follows:
Step 1: Preparing the application dossier
The applicant must prepare all the documents required by law. Dossier must include the following documents:
- Application for foreign loan registration;
- Legitimate dossiers of the borrower and the loan user (if any);
- Written proofs of borrowing purposes;
- Foreign loan agreements and agreements on renewal of short-term loans into mid-term or long-term loans (if applicable); or written document on fund withdrawal attached to framework agreements;
- Written guarantee commitment for secured loans;
- Confirmation of commercial bank providing account service in some certain cases;
- Documents or invoices indicating legally distributed Vietnam Dong profits gained from direct investments in respect of foreign borrowing in Vietnam Dong in accordance with regulations;
- Approval on explanation on demands for foreign borrowing in Vietnam Dong in respect of foreign borrowing in Vietnam Dong.
Step 2: Submitting the dossier
Borrowers must submit dossier within 30 days from the date of signing the medium- or long-term foreign loan agreement or the date of signing the guarantee document in case of guaranteed loan. The applicant can apply in 03 forms: online, directly at the receiving agency, or using postal service.
Step 3: Getting result
SBV shall release written confirmation or refusal to confirm loan registration within a certain period.
Of note, for loans in VND, it takes us 45 working days from the date of receipt of a complete and valid dossier to get the final result.
In conclusion, foreign loan registration is not quite complex, but requires enterprises to prepare all documents carefully. Thus, to mitigate potential risks, you should study regulations or get advice from an experienced party.
Should you have any questions about the above contents, please revert to us at firstname.lastname@example.org.
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