Can enterprises borrow funds for outbound investment under Circular No. 32/2026/TT-NHNN?

In summary: Investors that satisfy the conditions under Circular No. 32/2026/TT-NHNN may be considered by credit institutions for loans to finance outbound investment projects. However, loan approval is not automatic and depends on several factors, including the investor’s financing needs, the feasibility of the project, the investor’s repayment capacity, and the relevant credit institution’s lending capacity and credit assessment. In particular, the aggregate loan commitment provided by credit institutions must not exceed 70% of the investor’s outbound investment capital in the outbound investment project.

Following the establishment of a new legal framework for outbound investment activities under the Law on Investment 2025 and Decree No. 103/2026/ND-CP, one issue of particular concern to the business community is how outbound investment projects may be financed. Are investors permitted to borrow funds from domestic credit institutions to make outbound investments? What conditions, scope, and regulatory mechanisms apply to these loans?

To facilitate the implementation of outbound investment activities in practice, on 30 June 2026, the State Bank of Vietnam issued Circular No. 32/2026/TT-NHNN (“Circular 32”) regulating lending activities for outbound investment by credit institutions and branches of foreign banks to customers, effective 18 August 2026.

This article is relevant to Vietnamese enterprises, individual investors, and economic organizations that are preparing to implement outbound investment projects and need to determine if loan financing obtained in Vietnam may be used for outbound investment; the maximum loan amount available; and the applicable legal requirements. BLawyers Vietnam highlights three key issues regarding lending mechanisms under the latest regulations in Circular 32.

1. Who is eligible to borrow from credit institutions for outbound investment?

Under Decree No. 103/2026/ND-CP, outbound investment capital includes the investor’s lawful funds and assets, including loan proceeds obtained in Vietnam and remitted abroad for investment purposes. Investors should also note that economic organizations in which foreign investors hold more than 50% of the charter capital are subject to restrictions on the use of borrowed funds for outbound investment activities.

Under Circular 32, a credit institution may consider granting a loan to a customer that satisfies the following conditions:

1. The loan is intended for one of the following eligible purposes:
   1. Contributing capital to establish an economic organization in accordance with the laws of the host country;
   2. Making an outbound investment under an overseas contract;
   3. Contributing capital, purchasing shares, or purchasing capital contributions of foreign economic organizations to participate in the management of those economic organizations; and
   4. Meeting capital needs for other forms of investment permitted under the laws of the host country.
2. The investor is a legal entity with civil legal capacity as prescribed by law.
   • An individual investor must be at least 18 years old, have full civil act capacity as prescribed by law, and be eligible to conduct outbound investment activities under investment laws.
3. The investor has been issued an Outbound Investment Registration Certificate or, if the project is not subject to the procedures required for obtaining an Outbound Investment Registration Certificate, has obtained confirmation of the registration of foreign exchange transactions relating to its outbound investment activities in accordance with foreign exchange regulations.
4. The investment activity has been accepted or licensed by the competent authority of the host country. If the law of the host country does not provide for investment licensing or acceptance, the investor must provide documentation proving the right to conduct investment activities in the host country.
5. The investor has an outbound investment project that the credit institution assesses as feasible, and the investor is capable of repaying the loan to the credit institution.
6. The investor has incurred no bad debt during the 24 consecutive months preceding the date of its loan application.

2. What is the maximum loan amount and maximum loan term?

Not all financing needs of an outbound investment project can be fully funded by a bank. Investors should pay attention to two key points: the committed loan amount is capped at 70% of the total outbound investment capital of the project, while the loan term will depend on the agreement with the credit institution and the legal duration of the investment project. Specifically:

1. Loan amount limitation:
   1. The loan amount is determined by agreement based on the investor’s funding needs, the outbound investment project, the investor’s financial capacity, the applicable credit limits, and the credit institution’s funding capacity.
   2. The maximum loan amount committed by a credit institution under a loan contract or agreement for an outbound investment project must not exceed 70% of the investor’s outbound investment capital in that project. If the investor borrows from multiple credit institutions for the same outbound investment project, the aggregate loan amount committed by all credit institutions under their respective loan contracts or agreements must not exceed 70% of the investor’s outbound investment capital in that project.
2. Loan term limitation: The loan term is determined by agreement, taking into account the investor’s repayment capacity, the credit institution’s capacity to provide medium- and long-term funding, the project’s investment term, and the remaining validity period of the Outbound Investment Registration Certificate, if the project is subject to the procedures for obtaining such a certificate or other documents of equivalent legal validity.

3. What should investors note regarding the loan currency and security for the loan?

In addition to loan eligibility, the loan amount, and the loan term, investors should pay particular attention to requirements regarding the loan currency and security measures. Circular 32 provides as follows:

1. Currency of loan and repayment
   1. The investors and credit institutions shall agree on the currency of the loan in accordance with the law on lending activities of credit institutions to investors and relevant laws.
   2. The currency of repayment shall be the same as the loan currency. Repayments in a different currency shall be done according to the agreement between the credit institution and the customer in accordance with relevant laws.
2. Security for the loan
   1. Security for the loan must comply with the laws on lending by credit institutions to customers and other applicable regulations.
   2. The parties may agree to use overseas assets as security for the loan, provided that their agreement complies with the principles for choosing the applicable law in civil relations involving foreign elements under Part Five of the Civil Code.

Legal support from BLawyers Vietnam

Investors may encounter challenges in simultaneously complying with the requirements relating to outbound investment, foreign exchange management, and loan financing for outbound investment projects. Depending on the project’s status and the investor’s financing needs, BLawyers Vietnam can assist investors in identifying applicable legal requirements, preparing the necessary documentation, and liaising with competent authorities, credit institutions, and other relevant parties. Specifically:

• Developing a legal roadmap suitable for investment and borrowing needs;
• Preparing documents for obtaining an Outbound Investment Registration Certificate and registration of foreign exchange transactions;
• Reviewing loan conditions, legal documents of the project, and requirements of credit institutions; and
• Drafting and reviewing transaction documents and assisting in working with state agencies, credit institutions, and relevant parties.

The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.

Date: 09 September 2026

Writers: Chau Dang & Trang Le