Offshore loans and State Bank registration: borrowing conditions, the IRC loan cap, registration within 30 working days and before drawdown, online filing, amendments, reporting, tax on interest and shareholder loans

Why foreign loans are used, and why they are regulated

Foreign investors fund Vietnamese companies with a mix of equity and debt. Debt has obvious advantages: principal can be repaid without the two-year wait and solvency test that apply to a reduction of charter capital, interest is generally deductible for corporate income tax within the limits described below, and a shareholder loan can be converted into equity later if the business needs it. Offshore bank finance is also often cheaper than dong borrowing.

The State Bank regulates foreign borrowing because it affects the country's external debt and its foreign exchange position. Decree No. 219/2013/ND-CP, as amended by Decree No. 366/2025/ND-CP from 1 January 2026, sets the macro framework, including an annual limit on self-borrowed, self-repaid foreign commercial borrowing approved within the national limit. At company level, two circulars matter. Circular No. 08/2023/TT-NHNN, in force since 15 August 2023 and amended by Circular No. 19/2024/TT-NHNN, sets the conditions a borrower must meet. Circular No. 12/2022/TT-NHNN, as amended by Circular No. 80/2025/TT-NHNN from 25 January 2026, governs registration, accounts and reporting.

The conditions for borrowing abroad

The borrower must have a plan for using the loan proceeds approved by its competent body under its charter and the Law on Investment or the Law on Enterprises, and the loan must serve a permitted purpose. For an enterprise that is not a credit institution, a short-term loan (up to one year) may be used to restructure existing foreign debt or to pay short-term payables, excluding the principal of onshore loans. A medium or long-term loan (more than one year) may be used to implement the borrower's investment project, production and business plan or other project, or to restructure foreign debt. A loan may not be used to fund the projects of the borrower's investee companies, which limits holding-company financing structures. Where a new loan refinances an existing foreign loan, the existing loan must be repaid within five working days of the new drawdown, and drawn but unused proceeds may be placed only on deposits of up to one month at a time.

The amount is capped. For a licensed investment project, outstanding medium and long-term borrowing, domestic and foreign together, may not exceed the loan capital of the project, that is, the total investment capital less the investor's contributed capital as shown in the IRC, the investment certificate or the investment policy approval. For a production and business plan, the cap is the loan amount in the approved plan. This is why total investment capital in the IRC should be set to include planned loans: a company whose IRC shows total investment capital equal to its charter capital has no room to register a medium-term foreign loan until the IRC is adjusted (The Investment Registration Certificate; Charter capital and capital contribution).

Foreign loans are generally denominated in foreign currency. Dong-denominated foreign loans are permitted only in limited cases, including a loan from a foreign investor to its Vietnamese company funded from the profits of its direct investment, and arrangements in which the debt is fixed in dong but drawn and repaid in foreign currency. On cost, the circular makes borrowers responsible for complying with the law on interest and fees and empowers the Governor of the State Bank to decide when a ceiling on foreign borrowing costs applies and to announce it for each period; borrowers should check whether a ceiling decision is in force when pricing a loan.

Which loans must be registered

Registration is required for medium and long-term loans, meaning loans with a term of more than one year. It is also required for short-term loans that are extended so that the total term exceeds one year, within 30 working days of signing the extension, and for short-term loans still outstanding one year after the first drawdown, within 30 working days of that anniversary, unless within those 30 working days the principal is repaid in full, converted into equity or forgiven by the lender. A short-term loan that is drawn and repaid within a year does not need registration, but it must still meet the borrowing conditions and be drawn and repaid through the borrower's account at an authorised bank.

For a medium or long-term loan, the dossier must be filed within 30 working days of signing the loan agreement or, where relevant, the guarantee, or the first drawdown agreement under a framework facility, and the loan may not be drawn until the State Bank has confirmed registration. Shareholder loans are not exempt: a loan from a foreign parent is a foreign loan in exactly the same way as a loan from a bank. Deferred-payment import arrangements are outside the borrowing conditions, although they remain subject to the foreign exchange and trade rules.

Filing online and the State Bank's decision

Since 25 January 2026 the National Public Service Portal is the only channel for online filings. The borrower logs in with its organisational electronic identification (VNeID) account and submits scanned documents signed with a digital signature. The dossier no longer needs to include the borrower's constitutional documents or, for ordinary companies, the guarantee documents; instead of a full Vietnamese translation of the loan agreement the borrower may submit a loan summary signed by the legal representative and sealed, with cross-references to the material terms. Confirmations from the account bank on drawdown and repayment status must be dated within ten working days before submission. The borrower is fully responsible for the accuracy and consistency of what it files.

The State Bank decides within ten working days of a complete dossier, down from the previous 12 working days online and 15 for paper. If the dossier is incomplete it must ask for supplements within seven working days, and if the borrower does not respond within 60 days the file is closed. From 25 July 2026 loans of more than USD 20 million are registered with the Foreign Exchange Management Department of the State Bank and loans of USD 20 million or less with the SBV regional branch where the borrower is located.

Registering a medium-term shareholder loan

1. Check the IRC loan capitalTotal investment capital less contributed capital, minus existing medium and long-term loans for the project. Adjust the IRC first if there is not enough room.
2. Approve the borrowing planMembers' or board resolution approving the loan and the plan for using the proceeds, consistent with a permitted purpose.
3. Agree the terms and signCurrency, amount, term, interest and fees within any cost ceiling in force, drawdown and repayment schedule, and the account through which money will move. The 30-working-day clock starts at signing.
4. Open or designate the loan accountUse the investment capital account or a dedicated foreign loan account at one authorised bank, and obtain the bank's confirmation for the dossier.
5. File on the National Public Service PortalOrganisational VNeID login, digital signature, registration form, loan agreement or signed summary, approval documents and bank confirmation.
6. Answer any supplement requestThe State Bank must raise it within seven working days; respond promptly, as the file closes after 60 days.
7. Receive confirmation and draw downConfirmation within ten working days of a complete dossier; only then may the loan be drawn.
8. Report and maintainFile the periodic online reports, register any amendment before changed terms are implemented, and keep the bank informed of every drawdown and repayment.

Amendments and notifications

A change to a registered loan's main terms, such as the amount, the term, the lender or the drawdown and repayment plan, requires registration of the change with the State Bank before the changed terms are implemented, within the deadline the circular sets from the signing of the amendment. Circular No. 80/2025/TT-NHNN replaced amendment registration with a simple online notification in three cases: a change of the borrower's address caused by administrative reorganisation; a lender's waiver of interest or fees; and the repayment of principal through a lender's write-off or through enforcement of security or a guarantee carried out in accordance with the loan and security documents. Lenders no longer need a formal amendment to apply enforcement proceeds, but depend on the borrower to notify.

Reporting and penalties

A borrower with a registered loan reports to the State Bank online on the periodic schedule the circular sets, and its account bank reports the flows. The reporting deadlines appear in the company's compliance calendar (Compliance calendar after licensing). Decree No. 340/2025/ND-CP, in force from 9 February 2026, sets the fines in Article 27. Late or non-compliant registration, or registration of a change, is fined VND 20 to 30 million for an individual borrower and VND 40 to 60 million for an organisation; failure to comply with the drawdown and repayment rules, or improper use of the loan account, VND 60 to 100 million for an organisation; and using a foreign loan for a purpose outside the borrowing conditions VND 300 to 400 million for an organisation. Beyond the fine, banks will not process repayments that do not match a confirmed registration.

Tax on interest, and the interest cap

Interest paid to a foreign lender without a permanent establishment in Vietnam is subject to foreign contractor tax, withheld by the Vietnamese borrower and declared within ten days of payment. Under Circular No. 103/2014/TT-BTC, as amended by Circular No. 20/2026/TT-BTC from 12 March 2026, the corporate income tax element on interest is 5%; lending interest is generally outside VAT, so no VAT element usually arises. A tax treaty can reduce the rate, but treaty rates on interest are often 10% or more, so the domestic 5% is commonly the lower figure; some treaties exempt interest paid to government lenders. The procedure is in Foreign contractor tax and tax treaties.

On the borrower's side, a company with related-party transactions may deduct net interest expense only up to 30% of EBITDA under Decree No. 255/2026/ND-CP, which replaced Decree No. 132/2020/ND-CP from 1 July 2026 and applies to the 2026 tax year; the excess may be carried forward for up to five years. Vietnam has no separate debt-to-equity thin capitalisation ratio. The corporate income tax rules have also long restricted the deduction of interest on loans from lenders that are not credit institutions where the rate is high, and of interest corresponding to charter capital that has not been paid on time; check how Decree No. 320/2025/ND-CP now treats those points. Both caps are explained in Transfer pricing, interest and global minimum tax. The interest rate on a shareholder loan must also be at arm's length.