Pursuant to article 22 and article 24 regulations of borrowing and repayment of foreign countries attached to Decree No. 89/1998/ND-CP dated 11 November 1998 from the Government, the State Bank of Vietnam (hereinafter the "Bank") guide the borrowing and repayment of foreign enterprises are as follows : chapter I GENERAL PROVISIONS section 1 EXPLAIN SOME words in this circular, the following phrase is understood as follows: 1. foreign loan business (hereinafter referred to as "enterprises") include: a) the business is not a credit institution, operating in Vietnam:-State enterprises, private enterprises , limited liability companies, joint stock companies, cooperatives, partnerships;

-Enterprise with foreign investment including venture business, 100% foreign-owned businesses.

-Other business in addition to the aforementioned objects to establish and operate under the rule of law.

b) businesses are credit institutions operating in Vietnam: Vietnam: credit institutions-credit institutions, credit institutions, joint-stock cooperative credit institutions;

-Venture credit organization;

-Credit institutions 100% foreign capital.

2. Non-residents be understood according to the provisions of the law on Foreign Exchange Management in Vietnam.

3. foreign loan contract is foreign loan agreements in effect withdraw capital, which regulates the terms and conditions of foreign loans, such as deferred purchase contracts, credit contracts, finance lease and other foreign loan agreements.

4. registration of the loan, the repayment of the foreign enterprises, after contracting foreign loans, long term (or after the completion of the procedures for issuing bonds abroad), must do the registration procedures with the State Bank under the provisions of this circular.

5. Confirm the loan registration, foreign debt is the State Bank have written confirmation of business has made the loan registration, pay the foreign debt with the State Bank.

6. registration changes is the business, after having registered borrower, pay foreign debt have incurred changes compared to the content in the text of the State Bank loan registration confirmation, foreign debt, have to do registration changes with the State Bank as defined by this circular.

7. Confirm registration changes is the State banks have certificate business has made registration to change some of the content of the contract foreign loans were State Bank of confirmation of registration.

8. The Bank is a bank is allowed to operate on the territory of Vietnam allowed foreign exchange operations in accordance with the law of Vietnam.

Section 2 GENERAL PROVISIONS 9. Foreign business loans including loans under the following form: a) Loan finance (with money);

b) imported goods, deferred services according to the method of opening the letter of credit, Bank collection or allowed other deferred manner;

c financial Lease);

d) issued bonds abroad;

DD) other foreign loan type.

10. The business contracted foreign loans are solely responsible for the legal capacity, financial capacity, the ability to perform the contract foreign loans of the foreign lender. The enterprise has the obligation to use the loan for your purposes and in accordance with the rules of the law of Vietnam. Businesses risk and accountability before the law of the State in the signing and implementation of the contract foreign loans 11. The business is not registered with the State Bank when signing the loan agreement does not force foreign funds such as: credit agreements, memoranda and other similar agreements, but the content of the foreign loan agreements are consistent with the provisions of the law of Vietnam.

12. With regard to the case of the business capital loans from credit institutions operating in Vietnam and foreign lender, the loan portion of the foreign business must comply with the provisions of this circular.

 

Chapter II FOREIGN LOAN TERMS section 1 PURPOSE and SHORT-TERM LOAN CONDITIONS 13. Short-term loan purposes consistent with the scope of business activity: a) for business not credit institutions: short term loans used to meet the needs of working capital for production business, in accordance with the scope of business activities are specified in the certificate of business registration; or the investment license; or operating licence by the competent authority;

b) for business are credit institutions: short term loans used to supplement funding of short-term credit.

14. Meet the loan conditions by the Governor of the State Bank Regulation: a) the object of the enterprise are short-term foreign loans;

b) loan duration and the cost of short term loans (including interest, fees and other costs);

c) margin for short term loans in commercial banks operating in Vietnam.

In each period, the Governor of the State Bank specifies the conditions of borrowing outlined in point 14, section I, chapter II of this circular.

15. For business foreign investment, in addition to the conditions prescribed in point 13 (a) and point 14, section I, chapter II of this circular, only signed short-term loans when the following conditions are met: – in the construction time, the outstanding balance of short, medium and long term (including all outstanding loans in the country) must make sure is in the loan limit and not do exceedingly of the investment under the investment license.

-When completed the construction and put into operation projects: businesses can borrow short-term to supplement working capital which did not count towards the maximum control level of total investment under the investment license.

16. is business credit institutions, in addition to the conditions prescribed in point 13 (b) and point 14, section I, chapter II of this circular, must be made according to the current rules of the State Bank on the loan limit, short-term foreign loan guarantee.

17. In addition to the conditions prescribed in points 13, 14, 15, 16 section I, chapter II of this circular, the content of the short term foreign loan contracts and agreements related to short-term foreign loans of enterprises must conform to the rules of the law of Vietnam.

Section 2 CONDITIONS of medium and LONG-TERM FOREIGN LOANS. The business of credit institutions is not only be contracted foreign loans long-term, ensuring the following conditions: a) business for investment projects or business plans are approved by the authority as required by the law;

b) foreign loans used to respond to the needs of business in accordance with the scope of business activities are defined in the business registration certificate; or the investment license; or operating licence by the competent authority;

c) foreign loan contracts, long term of the business must conform to the regulations of the Governor of the State Bank in each period;

d) the agreements in foreign loan contracts, long term of the business are consistent with the relevant rules of the law of Vietnam as the opening foreign currency account abroad to the transaction service of the loan, the mortgage, the mortgage assets of the enterprise, the foreign loans to capital contribution established businesses the transforming debt into shares, and other content was Vietnam law regulations;

DD) for business foreign investment, in addition to the conditions prescribed in points 18 (a); 18 (b), 18 (c) and 18 (d) of section II, chapter II of this circular, medium, and long-term debt balance (including all outstanding domestic loans) of the business must be located within the limits of which were borrowed and not exceeding total investment under the investment license;

e) for State enterprises only be contracted foreign loans, long-term China when meeting the following conditions:


-text of the authority approved investment projects;

-Participation in writing the opinion of the State Bank of Vietnam under point 23, section I, chapter III of this circular.

-The conditions specified in point 17 (a), 18 (b), 18 (c) and 18 (d), section II, chapter II of this circular.

19. is business credit institutions only be contracted foreign loans long-term, ensuring the following conditions: a medium-and long-term loans) used to supplement capital credit;

b) the conditions specified in point 18 (c), 18 (d) of section II, chapter II of this circular.

c) particularly for State credit institutions: in addition to the conditions specified in point 19 (a), point 19 (b), section II, chapter II, State credit institutions only be contracted foreign loans, long term when had written to join the opinion of the State Bank of Vietnam under point 23 , Section I, chapter III of this circular.

 

Chapter III REGISTRATION and REGISTER the CHANGE loan, REPAY the FOREIGN category 1 requirements, PROCEDURES, AUTHORITY to CONFIRM REGISTRATION and REGISTER the CHANGE loan, REPAYMENT of FOREIGN COUNTRIES 20.  The requirements and implementation processes the registration of foreign loans: a) for short-term loans, the business is not registered with the State Bank but short-term foreign loan contracts to ensure conformity with the conditions stated in section I, chapter II of this circular.

b) for medium-and long-term loan: the bases stipulated in section II of chapter II of this circular, enterprises are contracted on foreign loans. During 30 days from the date of signing the contract and before foreign funds, enterprises must register, pay a foreign debt with the State Bank.

21. in case of short term loans to be extended to that of time and short term loan on time 1 year, businesses must register with the State Bank within 30 working days from the date of signing the contract extension and implementation of the rules on loans, long term in this circular 22. The case has changed any content related to your business loan is stated in the text of the State Bank loan registration confirmation, foreign debt, the business changed when agreement is signed to ensure the content change the match stipulated in section II of chapter II of this circular. The enterprise must perform the registration of the change with the State Bank within 30 working days from the date of signing the agreement and change before the content change effect.

23. State enterprises must submit final draft (with South Vietnamese translation certified by the heads of units) the following text for the State Bank to join the opinion before you sign:-draft of contract foreign loans;

-Draft letters of guarantee, the case was non-resident guarantor.

The State Bank participating in writing the opinion for the aforementioned draft of State enterprises during the period of 15 working days from the date of the application.

24. The authority to confirm registration or subscription change, foreign debt: a) State Bank branch in the central cities, confirming registration, registration of changes to the medium and long-term loans of the local businesses are not state enterprises worth up to 10 million us dollars (or foreign currency equivalent value at the time of contracted foreign loans) and in accordance with the provisions of this circular;

The business case for violation of the provisions of this circular, the State Bank branch in the central cities, is the Governor of the State Bank to review the decision. 

b) State Bank registration confirmation and registration of changes to the medium-and long-term loans of enterprises in addition to the subjects mentioned in point 24 (a), section I, chapter III of this circular.

Section 2 REGISTRATION RECORD FOREIGN DEBT, 25. Registration record foreign debt, loans for business not credit institutions include: a) loan application, pay the foreign debt (in the form of 1 attached to this circular);

b) certified copy of the decision established, business registration certificate; or the investment license; or license activity, other relevant documents by the competent authorities;

c) certified copy of the written approval by the authorized investment projects or business plans (excluding enterprises with foreign investment);

d) certified copy of the decision of the competent authority of the enabling businesses to be issued abroad (in the case of bond release businesses abroad);

DD) copy and South Vietnamese translation of foreign loan contract signed (certified by the corporate heads).

26. The registration record foreign debt, loans for business are credit institutions include: the documents specified in point 25 (a), 21 (d), 25 (dd), section II, chapter III of this circular.

Section 3 REGISTRATION PROFILE to CHANGE 27. Change registration profile (for the cases specified in point 10, section I, chapter III of this circular) include: a) registration form changes (in the form of 2 attached to this circular);

b) Vietnamese translation and copy (certified by the corporate heads) agreement signed changes;

c) written approval of guarantor for foreign loans of enterprises about changes (in the case of the enterprise guarantee).

Section 4 REGISTRATION CONFIRMATION of STATE BANK of 28. State Bank or State Bank branch in the central cities, confirming the registration of the loan, the repayment of the foreign registration and change of business on the basis of: a the total borrowing limit plan) abroad annually by the Prime Minister;

b) foreign exchange management policy of the State in each period;

c) meets the conditions specified in section II of chapter II of this circular;

d) comments of the relevant agency for foreign loans of enterprises in case of need.

29. The State Bank or State Bank branch in the central cities, notice in writing for business during the period of 15 working days from the date of receipt of a valid application of enterprises about: a) confirm registrations or sign change foreign loans of enterprises;

b) refused to confirm registration or subscription change foreign loans of enterprises. The case of rejection, the State Bank will clearly state the reason.

30. In the case of needing more information, other conditions to have enough basis to confirm or deny the registration, confirmation of registration change of foreign loans of enterprises, State Bank or State Bank branch, central cities will notify the business know within 15 working days from receipt of the business.

Section 5 WITHDRAWAL of CAPITAL and PAY FOREIGN DEBT 31. The transaction of funds and repayment of foreign loans for's business is only done through Bank 01 is allowed, except for certain transactions (in which the Bank allowed no bail and making service): a) funds paid directly to a beneficiary abroad for goods , import services;

b) Withdraw the repayment of capital, through the business account opening in foreign countries (in the case of businesses are allowed to open accounts abroad);

c) funds in the form of import goods, deferred services, of repayment in the form of exports of goods and services.


32. The business case are making withdrawals capital, repayment through a bank is allowed but there needs converting to a bank is allowed to all other payment transactions to withdraw capital, repayment of the old banks; If the medium and long-term loan, business must register with the State Bank about changing service bank funds, repayment.

33. The enterprise when making withdrawals capital, repayment of foreign banks are allowed to implement the following provisions: a) When the exit:-with regard to short-term foreign loans, businesses must present to the Bank is allowed to conduct the business place exit a key short-term foreign loan contract signed;

-For medium-and long-term loans, the enterprise must present original documents confirming registration of the loan, the repayment of the foreign bank;

In addition, for the short, medium, long term, businesses have a responsibility to present the text, other documents required when banks are allowed to ask.

In the case of business does not make the withdrawal of capital through the Bank allowed that only make repayment through banks are allowed, during 5 working days since the date of withdrawal of capital, the business must be notified in writing to the Bank are allowed where businesses make the repayment on the exit and the number which have drawn foreign loan contract.

b) When repayment: the enterprise must present to the Bank are allowed where businesses make the repayment of the following documents:-the original certificate of registration of the loan, the repayment of the foreign bank's Home country (in the case of medium and long-term loans);

-A major foreign loan contract (short, medium, long term) have signed;

-The original or a copy (certified by the corporate heads) the documents proving the withdrawal of capital by foreign loans contract (short, medium, long term) and the text, other documents required when banks are allowed to ask.

In the case of business has made the withdrawal of capital through the Bank are allowed but not make repayment through banks are allowed, during 5 working days from the date of implementation of the repayment, business must notify in writing to the Bank is allowed to conduct the business place funds on the date of repayment and the amount to repay the loan under the water In addition.

34. The Bank is permitted to perform the following rules when making withdrawals capital, paying foreign debt for business: a) for short-term foreign loans:-implement the withdrawal of capital, transfer of foreign debt payments for business on the basis of a major foreign loan contracts signed and short-term certificate from the exit the repayment, due to business process;

-Check, collate the documents presented by enterprises to ensure the correct implementation of loan transactions;

-Statistics of transaction funds, repayment arise, balance and other necessary data of the short term loans that banks have guarantees, making service;

-Save a copy of the documents required by the business process.

b) for medium-and long-term loans:-perform checks, collate the documents presented by enterprises to ensure the correct implementation of the loan transactions that businesses have registered with the State Bank;

-Implementation of the transfer of funds to pay the foreign debt on the basis of a written registration confirmation; registration confirmation text change the repayment of foreign loans, the State Bank, the foreign loan contracts, long term and the documents proving the withdrawal of capital, repayment attributed the export business;

-Save a copy of the registration confirmation text loans, repayment of the State Bank's foreign and copy the text, other documents required by the business process;

-Statistics of transaction funds, repayment arises and balance of each loan, the Bank that has long term guarantee, making the service;

c) the Bank is allowed to not make disbursements, transferred money to pay the foreign debt according to the requirements of the business in the following cases:-long-term loans, businesses do not have the text of the State Bank to confirm registration or subscription change, the foreign debt; foreign lenders have contracts or the contents do not match the rules of the law of Vietnam.

-short-term foreign loan contract of business was renewed that the total time and the time the loan was short on 1 year and older with no certificate of registration of the loan, the repayment of the foreign bank.

d) guide the enterprises to comply the current rules on loans, repayment of foreign countries; promptly report the State Bank in case of detection of businesses that violate current rules on loans, repayment of foreign countries.

35. The Bank is allowed to have the responsibility to implement the regulations on the funds, foreign debt of this circular for foreign loans of the Bank allowed it.

Chapter IV REPORTING, INSPECTION, VIOLATION PROCESSING category 1 36 REPORT MODE.  The end of the working day (if there are any), State Bank of India branch of the province, central cities are responsible for sending the State Bank (Foreign Exchange Management Service) documents the signup confirmation or registration change loans for business: a) a copy of the registration form or registration form change foreign loans of enterprises;

b) certificate of registration or registration change loans for enterprises;

c) other necessary documents related to the loans when the Bank required;

d) text send business as defined in point 28, section IV, chapter III of this circular.

37. The business of credit institutions is done the State Bank report of loan data, foreign debt according to the regulations of the State Bank on statistical reporting regime applicable to the units of the State Bank and credit institutions.

38. The enterprise is not a credit institution made the report State Bank branch in the province, the city where the business is headquartered on the implementation of the foreign loans under the following provisions: a) quarterly (the slowest of the first 7 days the next quarter): situation report made short-term loans of enterprises , does not make the withdrawal of capital and bank debt are allowed (the case referred to in point 31 (a), 31 (b), 31 (c) V, chapter III of this circular). The report made according to form No. 1 attached to this circular.

b) quarterly (on 7 of the latest month next quarter): report on the situation of the loan, the repayment of medium-and long-term foreign according to form No. 2 attached to this circular.

39. State Bank branch in the central cities, made the State Bank report (Forex management) according to the following rules: a) data reporting on the implementation of the short, middle and the term of the local business according to regulations about statistical reporting regime applicable to the units of the State Bank and credit institutions.

b) recurring January 6 times (on 15 July at the latest and may 15/1 every year), State Bank of India branch of the province, central cities State Bank reports on the implementation of the management of loans, repayment of foreign countries, the difficulties and problems and proposals and recommendations for the State Bank.

Section 2 INSPECTION, handling the 40 OFFENSE. Periodically or when necessary, State Bank and other relevant agencies to conduct the work to check the situation of the loan and the repayment of foreign business. Businesses have the responsibility to provide all necessary materials, documents for the examination is done timely, effective.


41. The event of a breach of the provisions of this circular, depending on the level of violation, the business, the banks will allowed sanctioned under the regulations on sanctioning administrative violations in the field of money and banking activities.

Chapter V ENFORCEMENT PROVISIONS 42. This circular effect after 15 days from the date the quote and replace the following text: a) Circular No. 3/1999/TT-NHNN7 on 12/8/1999 of the Governor of the State Bank loans and to pay the foreign debt of the enterprises;

b) decision No 1469/2001/QĐ-NHNN dated Jan. 16/11/2001 of the Governor of the State Bank of the addition to modify some of the content in the circular 03/1999/TT-NHNN7 on 12/8/1999 guide the borrowing and repayment of foreign enterprises.

43. With regard to the foreign loan signed before this circular effect and are in the process of withdrawal of capital, debt, enterprises as follows: a) for short term loans: business (including the Bank allowed) make the report according to the provisions of this circular;

b) for medium-and long-term loans had written confirmation of registration of the State banks, businesses and banks are allowed to continue to perform under the contract foreign loans State Bank has been confirmed.

44. All amendments and supplements to this circular by the State Bank Governor decided.

45. The Chief, Chief Inspector of the State Bank, heads of units of the State Bank, Director of The State Bank branch, central cities, General Manager (Director) credit institutions within the scope of his function is responsible for the Organization, deployment guide , made this circular.

46. The ministries, business administration according to function, their duties coordinating the direction make this circular./.