Project finance, security and the financial centre: taking security in Vietnam, registration, the bar on land mortgages to offshore lenders, security agents and guarantees, and the Vietnam International Financial Centre and its court

The legal basis of security

Security for obligations is governed by the Civil Code 2015 (Law No. 91/2015/QH13) and by Decree No. 21/2021/ND-CP, which details the Civil Code's provisions on the performance of obligations. The Civil Code recognises the pledge (cầm cố), in which the asset is delivered to the secured party; the mortgage (thế chấp), in which the security provider keeps the asset; deposits and escrow arrangements; retention of title; the guarantee (bảo lãnh); and other forms. Banks also operate under Law No. 32/2024/QH15 on Credit Institutions, which contains specific rules on collateral and on the enforcement rights of credit institutions.

Security becomes effective against third parties when it is registered or, for a pledge, when the secured party takes possession, and priority between competing secured creditors generally follows the order in which their security became effective. Registration is governed by Decree No. 99/2022/ND-CP. Security over movables, receivables, rights under contracts and most other assets is registered online with the Ministry of Justice's Department of Secured Transaction Registration and State Compensation (formerly the National Registration Agency for Secured Transactions). Mortgages over land use rights and assets attached to land are registered with the land registration office, and some assets such as aircraft and seagoing vessels have their own registers. A new decree to replace Decree No. 99/2022/ND-CP is being drafted.

What a lender can take

A typical project or corporate financing in Vietnam takes security over the following. Land and buildings: a mortgage over the land use rights or the lease rights and the buildings and attached assets, where the land regime allows; what can be mortgaged depends on how the land is held, including whether rent is paid annually or for the whole term (Title due diligence and security over land). Machinery, equipment and inventory: a mortgage of movables, registered with the Ministry of Justice. Receivables and contract rights: security over sales receivables, offtake revenues, insurance proceeds and rights under the construction and supply contracts. Bank accounts: security over the balances of the borrower's accounts at the onshore bank, usually with an account control arrangement. Shares or capital contributions: a pledge or mortgage of the sponsor's capital in the Vietnamese company, registered, and supported by the company's charter. Intellectual property, where valuable.

Enforcement follows the methods the parties have agreed and the Civil Code permits, including sale by auction, sale by the secured party and the secured party taking the asset in satisfaction. Enforcement against land frequently becomes contested where the security provider does not cooperate, and enforcement against shares in a Vietnamese company has investment-law consequences: a foreign lender or buyer acquiring the shares may need the Article 21 registration and must satisfy the market-access conditions before the company's registration is amended (Forms of investment).

Land mortgages and offshore lenders

The Land Law 2024 does not allow land use rights to be mortgaged to foreign lenders; for a company's land the permitted mortgagee is, in practice, a credit institution licensed to operate in Vietnam. An offshore lender, whether a foreign bank, a development finance institution or the foreign parent, therefore cannot be the registered mortgagee of land use rights. The market solution is the onshore security agent: a credit institution licensed in Vietnam is appointed under a security agency agreement to take and hold the land mortgage, and usually the other onshore security, on behalf of the lenders, to enforce it on their instructions and to apply the proceeds to the offshore loan. Vietnam has no general law of trusts, so the arrangement rests on contract, and the security agent's role, its liability, its replacement and the order of application of proceeds should be drafted with care and with Vietnamese counsel.

Circular No. 80/2025/TT-NHNN, in force from 25 January 2026, removed one practical obstacle: repayment of principal of a registered foreign loan through enforcement of security or of a guarantee, carried out in accordance with the loan and security documents, no longer requires the loan registration to be amended; the borrower files an online notification with the State Bank instead. The rule is borrower-centric, however, so lenders depend on the borrower's cooperation to make the notification, and should build that obligation into the documents (Offshore loans and State Bank registration).

Guarantees and offshore structures

Guarantees are common in both directions. A foreign parent may guarantee an onshore bank loan to its Vietnamese subsidiary; that raises no Vietnamese foreign exchange issue until the guarantee is called, when payment by the guarantor and any resulting claim against the subsidiary must follow the foreign loan rules. Where a foreign loan to a Vietnamese borrower is guaranteed, the 30-working-day registration period for a medium or long-term loan may run from the signing of the guarantee, under Circular No. 12/2022/TT-NHNN as amended. Onshore banks issue guarantees in favour of foreign lenders under the State Bank's bank guarantee rules. Payment under a guarantee or from enforcement may be received by permitted residents in foreign currency through the borrower's foreign loan account, which Circular No. 80/2025/TT-NHNN expressly accommodates.

Lenders frequently add offshore elements: a pledge of the shares of the offshore holding company above the Vietnamese borrower, which can be enforced under foreign law without touching the Vietnamese registration; sponsor support and completion undertakings; and direct agreements with the key project counterparties. A Vietnamese borrower may not simply hold its revenues in an account abroad: residents need State Bank approval to open accounts outside Vietnam, save for limited cases, so offshore accounts in a financing require specific approval. The foreign borrowing conditions also limit what the borrower may do with the proceeds, and a holding-company structure in which an onshore entity borrows to fund its investee companies is not permitted for foreign loans.

Putting a security package in place for an offshore facility

1. Check the borrowing conditions and the IRCPurpose, loan capital headroom in the IRC and any cost ceiling in force; adjust the IRC first if needed.
2. Map the assets and the land regimeLand held with annual or one-off rent, buildings, machinery, receivables, accounts, shares; identify what each security type requires.
3. Appoint the onshore security agentA credit institution licensed in Vietnam to hold the land mortgage and other onshore security for the lenders under a security agency agreement.
4. Sign the facility and security documentsFacility agreement, mortgages, share pledge, account security, assignment of receivables and insurance, guarantees and direct agreements.
5. Register the loan with the State BankWithin 30 working days of signing (or of the guarantee or first drawdown agreement) and before drawdown, online through the National Public Service Portal.
6. Register the securityMovables, receivables and shares with the Ministry of Justice registration system under Decree No. 99/2022/ND-CP; land mortgages with the land registration office.
7. Satisfy conditions precedent and drawState Bank confirmation, registration certificates for the security, corporate approvals and legal opinions; then first drawdown.
8. MaintainReport to the State Bank, register amendments before changed terms apply, renew registrations where required and file the enforcement notification if security is enforced.

The Vietnam International Financial Centre

The Vietnam International Financial Centre (VIFC) is a single centre with hubs in Ho Chi Minh City and Da Nang, created by National Assembly Resolution No. 222/2025/QH15, adopted on 27 June 2025 and effective from 1 September 2025, and formally launched on 21 December 2025. Its special legal regime is set out in eight Government decrees issued on 18 December 2025: Decree No. 323/2025/ND-CP on establishment and the operating regulation; Decree No. 324/2025/ND-CP on financial policy, membership, tax, accounting and the fintech sandbox; Decree No. 325/2025/ND-CP on labour; Decree No. 326/2025/ND-CP on land and environment; Decree No. 327/2025/ND-CP on entry, exit and residence; Decree No. 328/2025/ND-CP on the centre's international arbitration centre; Decree No. 329/2025/ND-CP on bank licensing, foreign exchange management and anti-money laundering; and Decree No. 330/2025/ND-CP on commodity exchanges. Dedicated executive and supervisory bodies operate the centre. Online membership registration opened in August 2026 for non-financial businesses; banks and financial institutions follow separate licensing. Projects in the centre may also use the special investment procedure under Article 28 of the Law on Investment (The Investment Registration Certificate).

The foreign exchange regime inside the centre is markedly more liberal than onshore, and should be described with care because much of it is new and untested. Circular No. 72/2025/TT-NHNN, issued and in force on 31 December 2025 to implement Decree No. 329/2025/ND-CP, allows members to price, transact and settle in foreign currency with other members and with offshore counterparties; non-member residents remain subject to the general restrictions. Members use a designated foreign-currency capital account at a member bank for offshore borrowing, lending, outbound investment and investment into the rest of Vietnam, and ordinary foreign-currency payment accounts for other flows. Members' offshore borrowing is subject to declaration and reporting rather than the registration procedure, and wholly foreign-owned members may invest abroad without registration. Investment by a member into the rest of Vietnam passes through an investment capital account under Circular No. 38/2026/TT-NHNN in much the same way as foreign investment (The investment capital account).

The specialised court

Law No. 150/2025/QH15 on the Specialised Court at the International Financial Centre was passed on 11 December 2025 and took effect on 1 January 2026. The court sits in Ho Chi Minh City and has exclusive jurisdiction over investment and business disputes in which at least one party is a member of the centre, provided the dispute does not involve State or public interests, together with the recognition and enforcement of foreign judgments and arbitral awards involving a member and court support for arbitration involving a member. English is a working language, and proceedings and judgments may be in English or in English with a Vietnamese translation. Foreign judges may sit, alongside Vietnamese judges, and all judges must have at least ten years' experience of investment and business disputes. Parties to transactions with a foreign element may choose foreign law, except for rights over real property, which follow the law of the place where the property is located. Appellate judgments are final, without cassation or retrial. Practical operation depends on specialised rules of procedure from the Supreme People's Court. Dispute resolution generally, including arbitration at the centre's arbitration centre, is covered in Chapter 9.