SERVICE OF FOREIGN LOAN REGISTRATION AND AMENDMENT REGISTRATION

 

I. SERVICE PROVISION PROCESS AT VINASC:

 

Step 1. Vinasc receives information about the registration or amendment registration of foreign loans from the enterprise. Vinasc conducts a preliminary legal check on the following:

• Foreign loan agreement: Must be in writing; Foreign loan currency must be in foreign currency;
• Type of account the loan currency is transferred to: direct investment capital account; foreign loan account;
• Purpose of the foreign loan: Restructuring the borrower’s foreign debt; implementing the borrower’s investment project; implementing the borrower’s production, business, or other project plans;

Step 2. Depending on each specific case, Vinasc will consider providing advice and guidance related to the procedures for registration or amendment registration of foreign loans not guaranteed by the Government. Both parties discuss to agree on the service content. Then, Vinasc, based on the provided documents, prepares the necessary documents to hand over to the enterprise for verification;

Step 3. Vinasc guides the client to prepare the documents related to the foreign loan registration procedure as follows:

• Copy of Enterprise Registration Certificate;
• Copy of Investment Registration Certificate;
• Copy or original of documents proving the purpose of the loan, including:

• • For loans to implement investment projects: Investment Certificate, Investment Registration Certificate, or Decision approving the investment policy according to the law on investment and other relevant current legal regulations of the borrower;
  • For loans to implement production, business, or other plans that are not investment projects: Plan for using foreign loans approved by the competent authority according to the Law on Investment and the Law on Enterprises.
  • For loans to restructure the borrower’s foreign debt: Plan for restructuring the borrower’s foreign debt approved by the competent authority according to the Law on Investment and the Law on Enterprises.

• Foreign loan agreement/Agreement to extend the foreign loan into a medium or long-term loan/Amendment agreement related to the content of the borrower’s registration change: If the above loan agreements are in a foreign language and signed abroad, they must go through consular legalization procedures, be translated into Vietnamese, and be notarized;
• Confirmation from the bank providing account services on the status of capital withdrawal and repayment (principal and interest) up to the time of loan registration;

Step 4. Vinasc prepares the following documents and transfers them to the client for signing (Applicable in cases where the client does not have an online account)

• Application for enterprise account registration on the State Bank’s online website (Applicable in cases where the client does not have an online account);

Detailed list of documents, we will send to you specifically based on each actual situation of the customer.

Step 5. Receive the “Enterprise Account Registration” document from the client and verify its authenticity (Applicable in cases where the client does not have an online account);

Step 6. Register the enterprise’s online account (applicable in cases where the enterprise does not have an online account)

• Vinasc will register an online account for the client at the website: https://qlnh-sbv.cic.org.vn/qlnh/ and register the account, fill in the necessary information, and submit the registration request.

Step 7. Print the account registration form, send it to the client for signature and seal, then send it to the State Bank along with the Investment Registration Certificate and Enterprise Registration Certificate (Applicable in cases where the client does not have an online account);

• Result: Within 03 working days from the date of receiving the application, the State Bank will issue an account and notify the enterprise via the registered email address.

Step 8. Log in to the account and register or amend the foreign loan registration

• Vinasc fills in the loan information online on the website;
• After completing the loan application in the account, Vinasc submits the application online.

Step 9. Vinasc prints the loan registration or amendment registration form generated from the system, sends it back to the client for signature and seal, then sends it along with the loan registration documents to the State Bank

• Quantity: 01 set of foreign loan registration documents;
• Result: Written confirmation of foreign loan registration/amendment registration from the State Bank

Step 10. Deliver the specific results to the client.

 

II. SPECIFIC RESULTS

Written confirmation of foreign loan registration/amendment registration from the State Bank

III. ESTIMATED IMPLEMENTATION TIME

Confirmation of registration/amendment registration of foreign loans: 45-60 working days.

The estimated time is calculated from the date Vinasc receives the complete dossier as per the requirements sent to you.

For any information regarding the registration or amendment registration of loans with the State Bank, please contact Vinasc Group Joint Stock Company for detailed advice.

IV. SOME NOTES ON FOREIGN LOAN REGISTRATION AND AMENDMENT REGISTRATION

1. When is it necessary to register amendments to a foreign loan?

In the event of any changes to the content related to the loan stated in the registration confirmation document or the amendment registration confirmation document issued by the State Bank, the borrower is responsible for registering the amendment to the foreign loan with the State Bank according to regulations, except for the cases specified in Section (*).

(*) Cases where amendment registration of foreign loans is not required:

1. a) Changes in the time of capital withdrawal or principal repayment within 10 working days compared to the plan confirmed by the State Bank;
2. b) Changes in the borrower’s address but not changing the province or city where the borrower’s head office is located. The borrower sends a notice of the address change to the competent authority confirming the registration or amendment registration of the borrower’s foreign loan;
3. c) Changes in the lender or relevant information about the lender in a syndicated loan with a designated representative of the lenders, except when the lender is also the representative of the lenders in the syndicated loan and the change in lender changes the role of the representative of the lenders;
4. d) Changes in the trade name of the bank providing account services or the bank serving the guarantee transaction;
5. e) Changes in the plan for paying interest and fees of the foreign loan compared to the plan confirmed by the State Bank in the registration confirmation document or the amendment registration confirmation document, but not changing the method of determining interest and fees specified in the foreign loan agreement. The borrower is responsible for preparing a calculation of interest and fees payable so that the bank providing account services has a basis for checking and monitoring when making money transfers;
6. f) Changes (increase or decrease) in the amount of capital withdrawal, principal repayment, interest, and fees within 100 currency units of the foreign loan currency compared to the amount stated in the registration confirmation document or the amendment registration confirmation document;
7. g) Changes in the actual amount of capital withdrawal or principal repayment of a specific period that is less than the amount stated in the withdrawal or repayment plan in the registration confirmation document or the amendment registration confirmation document.

Therefore, except for the cases listed above, all other cases must undergo amendment registration of foreign loans. Common cases requiring amendment registration of foreign loans include:

• Changes in loan contract terms: loan term, interest rate, repayment method, etc.
• Expansion or reduction of loan size
• Change of lender
• Changes in financial structure, such as debt restructuring, equitization, merger, or division of the company.

2. Authority to confirm loan registration and amendment registration State Bank (Foreign Exchange Management Department)

Carries out the confirmation of registration and amendment registration for loans with a loan amount exceeding 10 (ten) million USD (or other foreign currency of equivalent value) and foreign loans in Vietnamese Dong.

State Bank branch in the province or centrally-affiliated city where the borrower’s head office is located Carries out the confirmation of registration and amendment registration for loans with a loan amount up to 10 (ten) million USD (or other foreign currency of equivalent value).

In the event that the change increases or decreases the loan amount, changes the loan currency, changes the head office of the borrower, or changes the borrower to an enterprise whose head office is located in another area, leading to a change in the competent authority for confirming the amendment registration of the loan, the agency that initially confirmed the registration or amendment registration of the loan is responsible for acting as the focal point to receive the borrower’s loan amendment registration dossier.

3. Regulations on administrative sanctions for non-compliance:

Clause 3, Article 23 of Decree 88/2019/ND-CP, as amended by point a, Clause 3, Article 2 of Decree 23/2023/ND-CP, stipulates violations of regulations on foreign exchange activities as follows:

“Violations of regulations on foreign exchange activities

3. A fine ranging from VND 20.000.000 to VND 30.000.000 shall be imposed for committing one of the following violations:
4. g) failing to comply with law regulations on administrative procedures for pre-investment transfer of foreign currency abroad; registration or registration of changes in foreign loans or international bond issues; registration or registration of changes in offshore loans and collection of guaranteed debts for non-residents; registration or registration of changes in foreign exchange transactions in respect of outward investment; registration of program for issuance of bonus shares abroad; registration of proprietary trading limit; registration of temporary proprietary trading limit; registration of trust limit; registration of temporary trust limit and other administrative procedures for other funding transactions; administrative procedures for other cases of outward portfolio investment;

”

Accordingly, for cases where amendment registration of foreign loans is mandatory but not carried out, a fine of VND 20,000,000 to VND 30,000,000 will be imposed.

In addition, in cases of violations regarding the withdrawal and repayment of foreign loans, a fine of VND 30,000,000 to VND 50,000,000 will be imposed.

Note: The above fines apply to individuals. In the case of organizations committing violations, the fine is twice that of individuals.

*Comprehensive List of Required Documents

 

No.	Required documents	Implementer
		Customer (1)	Vinasc Group (2)	Vinasc Group handles on behalf of our client (3)
FOREIGN LOAN REGISTRATION DOSSIER
1	Application for account issuance		X
2	Foreign loan registration form		X
3	Staff introduction letter		X
4	Copy of Enterprise Registration Certificate of the borrower	X		X
5	Copy of Investment Registration Certificate of the borrower	X		X
6	Copy or original of documents proving the purpose of the loan, including: 1. For loans to implement investment projects: Investment Certificate, Investment Registration Certificate, or Decision approving the investment policy according to the law on investment. 2. For loans to implement production, business, or other plans that are not investment projects: Plan for using foreign loans approved by the competent authority. 3. For loans to restructure the borrower’s foreign debt: Plan for restructuring the borrower’s foreign debt approved by the competent authority.	X		X
7	Foreign loan agreement/Agreement to extend the foreign loan into a medium or long-term loan. If the loan agreement is in a foreign language and signed abroad, it must go through consular legalization procedures, be translated into Vietnamese, and be notarized	X		X
8	Confirmation from the bank providing account services on the status of capital withdrawal and repayment (principal and interest) up to the time of loan registration (applicable to borrowers who open foreign loan and repayment accounts at the bank providing account services)	X
FOREIGN LOAN AMENDMENT REGISTRATION DOSSIER
1	Loan amendment registration form		X
2	Staff introduction letter		X
3	Copy of the amendment agreement related to the content the borrower is registering for amendment. If the amendment agreement related to the content the borrower is registering for amendment is in a foreign language and signed abroad, it must go through consular legalization procedures, be translated into Vietnamese, and be notarized;	X		X
4	Copy of Enterprise Registration Certificate of the borrower	X		X
5	Copy of Investment Registration Certificate of the borrower	X		X
6	“Copy or original of documents proving the purpose of the loan, including: 1. For loans to implement investment projects: Investment Certificate, Investment Registration Certificate, or Decision approving the investment policy according to the law on investment. 2. For loans to implement production, business, or other plans that are not investment projects: Plan for using foreign loans approved by the competent authority. 3. For loans to restructure the borrower’s foreign debt: Plan for restructuring the borrower’s foreign debt approved by the competent authority.	X		X
7	Written confirmation from the bank providing account services on the status of capital withdrawal and repayment (principal and interest) up to the time of amendment registration in the case of registering changes in loan amount, withdrawal plan, repayment plan, or change of commercial bank providing account services.	X