Question:
Our company (100% Vietnamese capital) plans to obtain a long-term loan of $500,000 from another company in the Philippines for business purposes. I would like to inquire about the procedures that the company needs to follow before borrowing. Is there a need to open any specific accounts to receive the loan funds?
Answer:
Firstly, regarding the registration of foreign loans:
Article 1, Article 11, Circular No. 12/2022/NHNN stipulates:
"Loans must be registered with the State Bank, including:
- Medium and long-term foreign loans.”
Therefore, the company must register with the State Bank within 30 working days from the date of signing the loan agreement, as specified in point a, Clause 2, Article 15, Circular No. 12/2022/NHNN.
Article 20 of Circular No. 12/2022/NHNN stipulates:
“1. The competent authority to confirm the registration, registration of changes in foreign loans (referred to in this Circular as the competent authority) is:
- a) The State Bank (Foreign Exchange Management Department): for loans with a loan amount exceeding 10 million USD (or equivalent in other currencies);
- b) The State Bank branch in the province, city where the borrowing party has its main office: for loans with a loan amount up to 10 million USD (or equivalent in other currencies), except for foreign loans in Vietnamese dong, which must be reviewed and approved by the Governor of the State Bank”
As the company's loan amount is $500,000, the registration should be carried out at the State Bank of Vietnam - Ho Chi Minh City Branch.
Secondly, regarding the account for receiving the loan funds:
Clause 3, Article 26 of Circular No. 12/2022/NHNN stipulates:
“The borrowing party, which is not an enterprise with direct foreign investment, must open a loan account, repay foreign debts at the bank providing account services to conduct transactions related to foreign loans (withdrawal of capital, repayment of principal, interest debt)..."
As the company has 100% Vietnamese investment capital, it is required to open a loan account, repay foreign debts to receive the loan funds, and conduct other transactions related to the loan, as per the above regulation.
