On September 30, 2022, The State Bank of Vietnam promulgated Circular No. 12/2022/TT-NHNN providing instructions on foreign exchange administration in respect of foreign borrowing and foreign debt repayment of enterprises (Circular 12/2022/TT-NHNN replaces Circular 03/2016/TT-NHNN, Circular 05/2016/TT-NHNN, Circular 05/2017/TT-NHNN).
Base on the principle of inheriting the previous regulations that are being effectively applied, Circular 12/2022/TT-NHNN amends and supplements to meet the practical needs of enterprises' foreign debt repayment and borrowing activities as well as the management objectives of the State Bank (“SBV”)). As follows:
1. Reporting regulations applied to the borrower
On the monthly basis, no later than the 5th day of the month immediately after the reporting period, the borrower must prepare an online review report on short-term, mid-term and long-term loans on websites. Where any technical failure in websites arises that makes the reporting unfeasible, the borrower shall send a written report in accordance with regulations.
Circular 12/2022/TT-NHNN takes effect from November 15, 2022. Therefore, the first reporting period to comply with Circular 12 is the November 2022 report (the deadline for submitting the report is December 5, 2022, the data reported in November 2022 is the data arising in October 2022 and November 2022, the opening balance of the reporting period in November 2022 is equal to the ending balance of the reporting period in the third quarter of 2022).
Where there is any breach of regulations on foreign loans and repayment and reporting regimes, the enterprise shall be subject to penalties in accordance with applicable regulations on the imposition of penalties for administrative violations in monetary operations and banking activities.
2. Loans subject to registration with the State Bank include:
Mid-term and long-term foreign loans.
Short-term loans whose principal repayment period is renewed which have more than 01 (one) year of maturity term
Short-term loans without an extension agreement but with outstanding principal balance (including outstanding interest included in principal) at the full date of 1 year from the date of first capital withdrawal, unless the borrower completes the payment of the above principal balance within 30 days from the date of full 1 year from the date of the first capital withdrawal.
Current Circular 03/2016/TT-NHNN stipulates: unless the borrower completes the loan repayment within 10 (ten) days from the date of full 01 (one) year from the date of the first capital withdrawal.
3. Cases that must be registered changes of foreign loans:
According to the Circular, a borrower must register changes of foreign loans with the State Bank of Vietnam if it makes any changes related to the loans mentioned in the written confirmation of the registration or the written confirmation of registration for changes of foreign loans of the State Bank of Vietnam, except for:
Change of time for withdrawal of loan proceeds, repayment of principal within 10 working days as against the once previously approved by the State Bank;
Change of the borrower's address without change of the city or province where the borrower’s head office is located;
Change of the creditor, related information about creditors in respect of a syndicated loan that designate the representative for creditors, except when a creditor is also the representative for creditors in respect of a syndicated loan, and any change of creditors that may entail changes to the roles of the representative for creditors;
Change of the commercial transaction name of the account service provider, the bank providing secured transactions;
Change the plan for payment of interests and fees on the foreign loan as against the one previously confirmed by the State Bank, but do not change the method to calculate the interests and fees specified in the loan agreement;
Change the amount of loan proceeds to be withdrawn, repayment of principal, interests, and fees within 100 currency units of the foreign loan currency compared to the registered amount;
Change of the actual amount of loan proceeds to be withdrawn or principal repayment of a specific period less than the amount stated in the loan proceed withdrawal or debt repayment plan.
Should you have any concerns during the process of implementing the regulations, please contact us.