Question: A parent company in Vietnam intends to lend a sum of capital in US Dollars (USD) to its subsidiary in Hong Kong (an enterprise with the parent company’s capital contribution in the form of direct investment). What are the procedures, steps, and necessary documents required to carry out this loan?
Answer:
- Conditions for Implementation
– The enterprise must obtain approval from the Prime Minister for the overseas lending.
– The transaction between the parent company and the subsidiary that are directly or indirectly controlled, or contributed capital to by another party, is a related-party transaction, therefore it must meet the regulatory conditions for related-party transactions.
– The enterprise must open and use a direct outward investment capital account to conduct transactions related to the loan.
– The enterprise must prepare an application dossier and obtain approval from the State Bank for the use of foreign exchange (USD) in the Vietnamese territory. Note: Throughout the implementation process, the lender must report the overseas lending status to the State Bank periodically on a monthly and annual basis, or unexpectedly upon request.
(Legal basis: point b clause 1 Article 5 of Decree 132/2020/ND-CP; clauses 1, 3 Article 15 and Article 18 of Circular 37/2013/TT-NHNN; Article 4a of Circular 32/2013/TT-NHNN amended and supplemented by Circular 75/2025/TT-NHNN).
- Steps for Implementation
Step 1: The enterprise obtains approval from the Prime Minister regarding the overseas lending.
Step 2: The parties proceed to sign the loan agreement.
Step 3: Within 30 days from the date of signing the loan agreement and prior to disbursement, the lender submits the loan registration dossier to the State Bank.
Step 4: Within 15 working days from the date of receiving a complete and valid dossier, the State Bank sends a written confirmation of the loan registration. If the dossier is incomplete, within 07 working days, the State Bank issues a written request for supplementation.
(Legal basis: Article 8 of Circular 37/2013/TT-NHNN amended and supplemented by Article 7 of Circular 78/2025/TT-NHNN).
- Documents Required
– Application for registration of the overseas loan.
– Overseas loan agreement.
– Documents and agreements on security measures for the overseas loan (if any).
– Investment approval document issued by the competent authority of the host country (Hong Kong) or equivalent legal documents.
– Application dossier for approval to use foreign exchange in the Vietnamese territory for the USD loan.
(Legal basis: Article 7 of Circular 37/2013/TT-NHNN amended and supplemented by Article 6 of Circular 78/2025/TT-NHNN).
- Where to Submit the Documents
– The State Bank of Vietnam.
(Legal basis: clause 1 Article 8 of Circular 37/2013/TT-NHNN amended and supplemented by Article 7 of Circular 78/2025/TT-NHNN).
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