In brief
On 31 December 2025, the State Bank of Vietnam (SBV) issued Circular No. 80/2025/TT NHNN (“Circular 80”), amending Circular No. 12/2022/TT NHNN (“Circular 12”) on foreign exchange management for enterprises’ foreign borrowing and repayment. Circular 80 introduces a major shift toward digitalizing and simplifying administrative procedures, reducing compliance burdens for enterprises. It also provides long-awaited clarity on several practical issues in Vietnam’s foreign loan regime, including the treatment of enforcement driven repayments.
Circular 80 took effect on 25 January 2026, except for provisions regarding the delegation of the SBV’s authority, which will apply starting 25 July 2026.
Key takeaways/recommended actions
1. No SBV registration needed for enforcement-based repayments
- Repayment of principal due to a debt write-off by lenders or repayment using proceeds from the enforcement of loan-related security or the performance of a guarantee does not trigger an amendment registration, provided that the enforcement complies with the loan and security agreements. Borrowers must still submit an online notification to the SBV.
2. Streamlined registration framework and updated authority thresholds
- Circular 80 adopts the National Public Service Portal as the exclusive online filing platform, streamlines procedures, shortens statutory processing times and shifts responsibility for loans under USD 20 million to the regional branch of the SBV.
3. Broader scope for permissible payment flows
- Offshore loan accounts may now handle payments to residents authorized to receive foreign currency, supporting repayment of indebtedness owed by the borrower to securing parties being non-residents or authorized to receive foreign currency (upon repayment of loans through the enforcement of the relevant security interest granted by those securing parties), guarantees and enforcement-related settlements.
- VND offshore loan accounts may also be used to settle non-registrable or invalidated loans.
In more detail
Enforcement of collateral — clarification on registration and notification
- Circular 80 clarifies that no foreign loan amendment registration is required where principal repayment is effected through a debt write-off by lenders, or through the use of proceeds from the enforcement of loan-related security or the performance of a guarantee via enforcement of collateral, provided that such enforcement is conducted in accordance with the loan and security agreements. In such cases, the borrower is required to submit an online notification to the SBV.
- This clarification resolves long-standing ambiguity where enforcement-driven repayment timelines do not match the repayment schedule recorded in the already-issued approval of the SBV, and reduces administrative friction and delays during restructurings or enforcement processes.
However, the regulations remain under the borrower-centric regime. As the notification obligation rests with the borrower, lenders and secured parties/security beneficiaries must still rely on the borrower’s cooperation to ensure timely and accurate notification to the SBV. - Additionally, Circular 80 expands the category of notification-only changes, meaning no amendment registration is required for the following:
- Changes to the borrower’s address due to administrative reorganization
- Lender waivers of interest or fee obligations
Consolidated procedural reforms: platform, authority, timelines and dossiers
- Platform:
- Under Circular 12, offshore loan registration and amendment dossiers could be submitted online through the National Public Service Portal or the SBV’s public service portal. Where filings were made through the SBV’s portal, the borrower was required to register and maintain an account for submission.
- Circular 80 designates the National Public Service Portal as the sole platform for online filings, allowing borrowers to use their institutional VNeID identity and submit scanned PDFs with digital or specialized electronic signatures.
- This shift enables smoother end-to-end electronic submissions; however, borrowers must first obtain an organizational VNeID account and valid e-signatures, which may take initial setup time.
- Authority thresholds: Starting 25 July 2026, the Foreign Exchange Management Department of the SBV will handle foreign loans that exceed USD 20 million (up from USD 10 million), while loans of USD 20 million or less will fall under the regional branch of the SBV where the borrower is located.
- Shorter timelines:
- Circular 80 reduces the SBV’s processing time for offshore loan registrations and amendments to 10 business days for complete dossiers, replacing the previous 12-working day (online) and 15-working day (hard copy) timelines.
- Incomplete dossiers must receive a supplementation request by the SBV within seven business days, and if the borrower does not provide the required supplements within 60 days, the SBV will close the file.
- Simplified documentation requirements:
- Circular 80 removes the need to submit constitutional documents, guarantee documents and (for borrowers that are credit institutions/foreign bank branches) prudential ratio or special control status materials.
- Borrowers may submit either of the following:
- A Vietnamese translation of the full loan/facility agreement
- A loan summary, signed and sealed by the borrower’s legal representative, containing all material terms with crossreferences
While the documentation burden is reduced, Circular 80 emphasizes that borrowers bear full responsibility for the accuracy and consistency of submitted information.
- Circular 80 introduces a timing requirement that bank confirmations on the status of the drawdown and repayment of an offshore loan must be issued within 10 business days prior to the submission date.
Payment flows and offshore loan account rules
- Broader permitted inflows and outflows:
- Circular 80 explicitly broadens the types of permissible inflows and outflows through foreign loan accounts, covering not only transactions with nonresidents but also certain residents that are legally permitted to receive foreign currency.
- By extending permitted payment flows to qualifying resident recipients, Circular 80 provides clearer operational pathways for the repayment of indebtedness owed by the borrower to securing parties being non-residents or authorized to receive foreign currency (upon repayment of loans through the enforcement of the relevant security interest granted by those securing parties), guarantee enforcement and security-related settlements, while remaining aligned with Vietnam’s foreign-exchange framework.
- Settlement of non-registrable or invalidated loans: Borrowers may use VND offshore loan accounts to settle offshore loans that are not eligible for registration or whose registration has ceased to be effective due to fraudulent information or forged documents. For non-registrable loans, the borrower and lender must agree in writing on the exchange rate.
- Repayments to lenders’ VND accounts in Vietnam: Repayments made to a lender’s VND account in Vietnam must be routed through the borrower’s account bank that provides offshore loan account services, improving traceability and centralizing cash flow monitoring.
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