Foreign loan repayment activities of enterprises play an important role in mobilizing capital for development. On September 30, 2022, the State Bank of Vietnam (SBV) issued Circular No. 12/2022/TT-NHNN (Circular 12), guiding foreign exchange management for foreign loans and repayment of foreign debts of enterprises not guaranteed by the Government. This Circular focuses on reforming administrative procedures, supplementing regulations on asset security, handling cases of separation of enterprises and improving the reporting regime. After more than two years of implementation, Circular 12 has contributed to perfecting the legal basis and creating favorable conditions for businesses to access foreign capital.
However, operational practice shows that there are still some inadequacies, such as long application processing time, complicated documents, not making full use of digital technology and not suitable for some new forms of borrowing such as international bond issuance. Stemming from the requirement for financial reform under Resolution 66-NQ/TW dated April 30, 2025 on reforming law-making and Resolution 66/NQ-CP dated March 26, 2025 on reducing financial institutions, the SBV has drafted and proposed a Circular amending and supplementing a number of articles of Circular 12 (Draft). The draft aims to abolish a number of unnecessary administrative procedures, promote online public services, cut processing time and supplement regulations in accordance with reality. This article analyzes the important changes in the Draft to clarify the important changes of the Draft with the desire to bring benefits to businesses and the economy.
Reform of administrative procedures in the context of digitalization
One of the biggest highlights of the Draft is to focus on the reform of the Civil Procedure Act, in order to reduce the burden on businesses and increase management efficiency. First of all, the Draft abolishes two administrative procedures:
Firstly, to abolish the registration and registration of change of account to access the website for management of foreign loans and repayment of foreign debts (Article 3 of the Draft to annul Article 10 of Circular 12).
The draft completely removes the requirement that businesses must register an account to access the website to declare loan information, because it is now possible to use organizational identification on the VneID application. This is a big step forward in eliminating overlapping procedures, helping businesses reduce the burden of paperwork
The reason is that according to the new regulations on electronic public services, enterprises use organizational identification on the VNeID application, there is no need to declare loan information before sending paper documents as before. This helps save time, reduce printing and travel costs, in line with Resolution 66/NQ-CP on cutting administrative costs related to production and business.
Secondly, the Draft implements the provision of public services in the entire electronic environment.
Enterprises can submit documents online via the National Public Service Portal (CDVCQG) or the SBV's Public Service Portal (amending Article 7, Article 15, Article 18). The dossier shall be digitized in the form of an electronic document in PDF format, with the requirement to ensure accuracy and integrity (Article 1 of the Draft). For example, for a loan agreement, businesses create two PDF files: one from a Word file to search for content, and one from a scan of a color signature image. The borrower is responsible for digitized data, avoiding mismatched records. The application form is simplified, reducing the declared information by looking up from the database (database) of investment, enterprises, and the SBV (amending Appendix 01 to Appendix I).
The draft also cuts the component of the dossier (TPHS). Abolish documents that can be exploited from the database such as establishment licenses and investment certificates (amending Articles 16 and 19). For loan agreements, enterprises have the option to submit a summary instead of the entire document, with minimum contents such as amount, interest rate, term, method of transfer, reference to terms (Article 6 of the Draft). This reduces the volume of documents, especially with a hundred-page agreement, helping businesses save on photocopying and translation costs. In addition, the Draft allows businesses to self-translate and take responsibility for themselves from foreign languages to Vietnamese without having to use external notarized translation services as before.
More importantly, the time for processing administrative procedures is reduced from 15 days to 10 working days from the receipt of complete and valid dossiers (amending Clause 3, Article 15, Clause 3, Article 18). For loans declared on the Website, the time used to be 12 days, now it is agreed to 10 days. This shows that these changes contribute to reducing compliance costs, promoting the application of information technology, in line with the guiding viewpoint of following reality and reusing data. According to estimates, businesses can save thousands of working hours per year, increasing competitiveness when accessing foreign capital.
Source: Government News
Supplementing the practical management mechanism in accordance with debt repayment borrowing activities
In addition to the reform of the Criminal Procedure Code, the Draft supplements many regulations to be more in line with reality, focusing on loan repayment accounts and specific cases. Regarding loan accounts for debt repayment in foreign currencies (Article 28), the Draft supplements the content of payment for repayment of debt receipts, interest and fees incurred to the guarantor (Point i, Clause 2). Debt receipts arise when the guarantor repays debts on behalf of the enterprise, and previously only stipulated the principle of repayment through the debt repayment loan account, but it has not been specifically listed. This supplement ensures consistency, making it easier for businesses to implement.
For accounts in Vietnam dong (VND) (Article 29), the Draft removes the phrase "in Vietnam dong" in the title and expands the scope of use for loans that are not eligible for registration or are terminated. Enterprises can pay debts to lenders through this account, using the accounting exchange rate of the Ministry of Finance. In addition, additional expenses for payment of interest and fees on debt receipts (Point c, Clause 2), similar to the reason in Article 28. These changes solve practical problems, such as the case of short-term loans extended to medium and long-term or borrowing from direct investment profits.
The draft also clarifies that cases of debt cancellation or debt reduction due to the handling of collateral are not required to register changes, but only declare on the Website (supplementing Clause 4, Article 17). This avoids the repetition of administrative procedures, reducing the burden on businesses. Regarding the transfer of money to repay international bonds, the Draft adds an intermediary organization (such as a trading floor) to Clause 3, Article 32, allowing early repayment of debts by repurchase of bonds. Previously, only through lenders or agent accounts, now it is more flexible, suitable for the international market.
Regarding the reporting regime, the Draft supplements the exchange rate when making reports on loan repayment (Clause 4, Article 41), using the exchange rate for accounting at the Ministry of Finance if other loan currencies are guided. This is consistent with the regulations on calculating loan limits (Circular 08/2023) and debt repayment in case of termination (Article 32 of Circular 12). At the same time, the coordination responsibility between SBV units is amended (Article 49), replacing the Supervision Inspection Agency with the Credit Institution Supervision Management Department and the Monetary Policy Department, suitable for the new organization after the arrangement.
Expectations from the new Draft on foreign loan repayment
The changes in the Draft bring great benefits to businesses. The reform of the administrative system reduces compliance costs estimated at billions of VND/year, increases the speed of processing documents, and encourages foreign loans for large projects. Digitizing records to promote the digital economy, in line with the National Strategy on Industrial Revolution 4.0. In practice, supplementing account regulations and debt cancellation help businesses be flexible and reduce legal risks. According to the SBV, the Draft contributes to improving the legal system for debt repayment, supporting sustainable economic growth and meeting management requirements in the new context.
However, the Draft also brings many challenges such as data security, digitization and training for businesses to use the National CDVC.
The draft is expected to take effect from 2025, with a transitional clause for foreign loan and debt repayment dossiers being processed at the SBV.
The draft amendment to Circular 12 is an important step forward for the SBV in modernizing foreign exchange management. Changes focusing on tax reform, digitalization and practical will create a favorable business environment and attract foreign capital. Businesses need to update to promote and take advantage of external capital to develop Vietnam's economy in the new period.
