Circular No. 09/2004/TT-NHNN of December 21, 2004, guiding the foreign borrowing and repayment by enterprises đã được thay thế bởi Circular No. 03/2016/TT-NHNN foreign exchange administration enterprises foreign borrowing debt repayment và được áp dụng kể từ ngày 15/04/2016.
Nội dung toàn văn Circular No. 09/2004/TT-NHNN of December 21, 2004, guiding the foreign borrowing and repayment by enterprises
THE STATE BANK OF VIETNAM | SOCIALIST REPUBLIC OF VIETNAM |
No. 09/2004/TT-NHNN | Hanoi, December 21, 2004 |
CIRCULAR
GUIDING THE FOREIGN BORROWING AND REPAYMENT BY ENTERPRISES
Based on Article 22 and Article 24 of the Regulation on the management of foreign borrowing and repayment issued in conjunction with the Decree 90/1998/ND-CP dated 7 November 1998 of the Government, the State Bank of Vietnam (hereinafter referred to as the “State Bank”) provides guidance on the implementation of the foreign borrowing and repayment as follows:
Chapter I.
GENERAL PROVISIONS
Section I. INTERPRETATION
In this Circular following terms shall be construed as follows:
1. Enterprise borrowing from abroad (hereinafter referred to as “enterprise”) shall include:
a. Enterprise, which is not a credit institution, operating in Vietnam:
- State owned enterprises, private enterprises, limited liability companies, joint-stock companies, cooperatives and partnership companies;
- Enterprises with foreign invested capital, including joint-venture enterprises, 100% foreign owned enterprises;
- Other enterprises apart from above-mentioned subjects, which are set up and operating in accordance with provisions of applicable laws.
b. Enterprise, which is a credit institution, operating in Vietnam:
- Vietnamese credit institutions: State owned credit institutions, joint-stock credit institutions, cooperative credit institutions;
- Joint-venture credit institutions;
- 100% foreign owned credit institutions;
2. Non-residents are construed in accordance with provisions of applicable laws of Vietnam on foreign exchange control.
3. Foreign loan contract is an agreement on foreign borrowing, which is effective for the withdrawal of funds and in which the terms and conditions of a foreign loan are stipulated such as Contract on the purchase of goods with deferred payment, credit contract, finance leasing contract and other foreign borrowing agreements.
4. The registration of foreign borrowing, repayment is an act where an enterprise makes registration with the State Bank in accordance with the respective provisions of this Circular after entering into a medium, long-term foreign loan contract (or after having completed procedures for the issuance of bonds abroad).
5. The confirmation of the registration of foreign borrowing, repayment is an act of confirming in writing by the State Bank of the registration by an enterprise of the foreign borrowing, repayment with the State Bank.
6. Registration of changes is an act where an enterprise, after making its registration, completes the procedures for registration with the State Bank of changes to the contents in the written confirmation made by the State Bank of its registration of the foreign borrowing, repayment in accordance with provisions in this Circular.
7. Confirmation of change registration is an act where the State Bank gives its written confirmation to the enterprise that has made registration of changes of several contents of the foreign loan contract, the registration of which has been confirmed by the State Bank.
8. Authorized banks are banks operating in the territory of Vietnam, which are authorized to engage in foreign exchange activities in accordance with provisions of applicable laws of Vietnam on the foreign exchange control.
Section II. GENERAL PROVISIONS
9. Foreign borrowing of an enterprise shall include the borrowing in the following forms:
a. Financial borrowing (in cash);
b. Import of goods and services with deferred payments under an L/c, bills collection through an authorized bank or under other modes of deferred payment;
c. Finance lease from foreign countries;
d. Issue of bonds to foreign markets;
dd. Other forms of foreign borrowings.
10. Enterprises shall, upon entering into foreign loan contract, be self-responsible for the legality, financial capability, the ability to implement the foreign loan contract by the foreign lender. The enterprises shall be obliged to use borrowed funds for the right purpose and in line with provisions of applicable laws of Vietnam. The enterprises shall bear, on their own, all the risks and be responsible before the State laws for their signing and implementation of the foreign loan contract.
11. Enterprises shall not be required to register with the State Bank when foreign loan agreements, which are not effective for the withdrawal of funds, such as a general framework credit agreement, a memorandum of understanding and similar agreements but the content of foreign loan agreements must be in compliance with provisions of applicable laws of Vietnam.
12. For syndication loans from credit institutions that are operating in Vietnam and the foreign lenders, enterprises shall carry out the foreign borrowing part in accordance with provisions in this Circular.
Chapter II.
CONDITIONS OF FOREIGN BORROWING
Section I. PURPOSES AND CONDITIONS OF SHORT-TERM FOREIGN BORROWING
13. The purpose of the short-term borrowing is in line with the operation scope of the enterprise:
a. For enterprise, which is not a credit institution: the short-term loan shall be used to meet the requirement of working capital for the production and business, in line with the operation scope of the enterprise as stated in the Certificate of Business Registration or the Investment License or the Operational License issued by the competent authority;
b. For enterprise, which is a credit institution: the short-term loan shall be used to supplement the short-term credit funds.
14. The borrowing conditions provided for by the Governor of the State Bank must be satisfied:
a. Enterprises are entitled to short-term foreign borrowing;
b. The borrowing term, the cost of the short-term loan (including interest, fee and other charges);
c. Placement of a margin deposit for the short-term loans with a commercial bank operating in Vietnam.
The Governor of the State Bank shall provide in details the borrowing conditions stated in point 2, Section I, Chapter II of this Circular from time to time.
15. For enterprises with foreign invested capital, in addition to the conditions mentioned in point 13. a and point 14 of Section I, Chapter II of this Circular, they shall be only permitted to enter into a short term borrowing contract upon satisfaction of following conditions:
- During the construction period, the outstanding short, medium and long-term loans (including the outstanding domestic loans) must be within the limit of funds, which can be borrowed and not be in excess of the total investment capital stated in the Investment Licence;
- Upon the completion of the project construction and the start of the project operation, enterprises may make short-term borrowings to supplement the working capital and it is not bound by the maximum limit of the total investment capital stated in the Investment License.
16. Enterprise, which is a credit institution, in addition to the conditions stipulated in point 13.b and point 14, Section I, Chapter II of this Circular, shall comply with the current provision of the State Bank on the limit of short-term borrowing, guarantee of short-term foreign borrowing.
17. In addition to the conditions provided for in points 13, 14, 15, 16 Section I, Chapter II of this Circular, other contents of a short-term foreign loan contract and agreements relating to the short-term foreign loan of the enterprise must be in compliance with current provisions of the Vietnam Laws.
Section II. CONDITIONS OF MEDIUM, LONG-TERM BORROWING
18. Enterprise, which is not a credit institution, shall only be permitted to enter into a medium, long-term foreign loan contract upon satisfaction of following conditions:
a. The enterprise has an investment project or a business, production plan approved by the competent authority in accordance with provisions of applicable laws.
b. The foreign loan shall be used to meet business, production requirements in compliance with the operation scope of the enterprise as provided for in the Certificate of Business Registration or the Investment Licence, or the Operational Licence issued by the competent agency;
c. The medium, long-term foreign loan contract of the enterprise must be in compliance with provisions of the Governor of the State Bank from time to time;
d. Agreements in medium, long term loan contracts of an enterprise must be in compliance with current related provisions of Vietnam Laws such as the opening of foreign currency account in abroad for carrying out transactions of the loan, the assets mortgage, pledge of the enterprise, the foreign borrowing for making capital contribution to set up enterprise, the debt-to-equities conversion and other contents stipulated by Vietnam Laws;
dd. For enterprise with foreign invested capital, in addition to the conditions mentioned in point 18.a; 18.b; 18.c and 18.d Section II, Chapter II of this Circular, the outstanding medium, long-term loans (including the outstanding domestic loans) of an enterprise must be within the limit of funds, which can be borrowed and not be in excess of the total investment capital stated in the Investment Licence;
e. State owned enterprises shall only be permitted to enter into the medium, long term foreign loan contract upon satisfaction of following conditions:
- Having a written approval of the investment project by the competent authority;
- Having a written opinion from the State Bank of Vietnam in accordance with point 23, Section I, Chapter III of this Circular;
- Conditions as provided for in point 18.a, 18.b, 18.c, and 18.d Section II, Chapter II of this Circular.
19. Enterprises, which are a credit institution shall only be permitted to enter into the medium, long term foreign loan contract upon satisfaction of following conditions:
a. The medium, long term loan shall be used to supplement to the source of credit funds;
b. Conditions provided for in point 18.c, 18.d Section II, Chapter II of this Circular.
c. State owned credit institutions shall, in addition to conditions provided for in point 19a, point 19.b Section II, Chapter II, be only permitted to enter into a medium, long term foreign loan contract upon receipt of the written opinion from the State Bank of Vietnam in accordance with point 23, Section I, Chapter III of this Circular.
Chapter III.
REGISTRATION AND CHANGE REGISTRATION OF FOREIGN BORROWING, REPAYMENT
Section I. REQUIREMENTS, PROCEDURES, COMPETENCE OF REGISTRATION CONFIRMATION AND CHANGE REGISTRATION OF FOREIGN BORROWING, REPAYMENT
20. Requirements and procedures for the implementation of the registration of foreign loan:
a. For short term loan, enterprises do not need to register with the State Bank, but the short term foreign loan contract must be in line with conditions stated in Section I, Chapter II of this Circular.
b. For medium, long term loan: Based on conditions stipulated in Section II, Chapter II of this Circular, enterprises shall be entitled to enter into the foreign loan contract. Within a period of 30 working days from the signing of the foreign loan contract and prior to the funds withdrawal, enterprises must register the foreign borrowing, repayment with the State Bank.
21. In case where a short term loan is rescheduled, if the total rescheduled time and time of the short term loan is over 1 year, the enterprise must register with the State Bank within a period of 30 working days from the signing of the rescheduling contract and comply with provisions on medium, long term borrowing stipulated in this Circular.
22. In case where any content relating to the loan of an enterprise, which is stated in the written confirmation by the State Bank of the registration of foreign borrowing, repayment, the enterprise shall be entitled to sign the agreement on the changes provided that the changed contents are in compliance with provisions in Section II, Chapter II of this Circular. The enterprise must carry out the change registration with the State Bank within a period of 30 working days from the signing of the change agreement and prior to the effectiveness of the changed contents.
23. The State owned enterprise shall submit the final draft (enclosed with its Vietnamese translation with the certification by the Head of the enterprise) of following documents to the State Bank for its opinion before signing:
- The Draft of the foreign loan contract;
- The Draft of the guarantee letter, in case the enterprise is guaranteed by a Non-resident;
The State Bank shall give its written opinion on above-mentioned drafts of the State owned enterprise within a period of 15 working days from the date of receipt of full files.
24. Competence to confirm the registration or change registration of the foreign borrowing, repayment:
a. The State Bank branches in provinces, cities under the central Government’s management shall confirm the registration, change registration for medium, long term loan with the value of up to USD 10 million (or other foreign currencies with the similar value at the time of signing the foreign loan contract) of local enterprises, which are not State owned enterprises and in compliance with provisions of this Circular.
For cases where the enterprise violates provisions in this Circular, the State Bank’s branches in provinces, cities under the central Government’s management must submit to the Governor of the State Bank for consideration and decision.
b. The State Bank shall confirm the registration and change registration for medium, long term loans of enterprises other than subjects stated in point 24.a, Section I. Chapter III of this Circular.
Section II. REGISTRATION FILE OF FOREIGN BORROWING, REPAYMENT
25. The registration file of foreign borrowing, repayment for enterprise, which is not a credit institution, includes:
a. The application for registration of foreign borrowing, repayment (in accordance with Application Form No.1 attached to this Circular);
b. Notarized copies of the establishment Decision, the Certificate of Business Registration or the Investment License or Operational License, other related documents issued by competent agency;
c. The notarized copy of the written approval by the competent authority of the investment Project or the business, production Plan (except for enterprises with foreign invested capital).
d. The notarized copy of the Decision by the competent agency to permit the enterprise to issue bonds to foreign markets (in the event where an enterprise issues bonds to foreign markets).
dd. The copy and the Vietnamese translation of the foreign loan contract which has been entered into (with certification by the Head of the enterprise).
26. The registration file of foreign borrowing, repayment for enterprise, which is a credit institution, includes documents as provided for in point 25.a, 25.d, 25.dd, Section II, Chapter III of this Circular.
Section III. REGISTRATION FILE FOR CHANGES
27. Registration file for changes (for cases provided for in point 22, Section I, Chapter III of this Circular) includes:
a. Application for registration of changes (in accordance with Application Form No.2 attached to this Circular).
b. The copy and the Vietnamese translation (certified by the Head of the enterprise) of the signed agreement on changes;
c. The written approval of the changes by the guaranteeing party for the foreign loan of the enterprise (in case where the enterprise is guaranteed).
Section IV. REGISTRATION CONFIRMATION OF THE STATE BANK
28. The State Bank or the State Bank’s branches in provinces, cities under the central Government’s management shall confirm the registration of the foreign borrowing, repayment and change registration of the enterprise on the basis of:
a. The plan of the total limit on annual foreign borrowing approved by the Prime Minister;
b. The State policy on the foreign exchange control from time to time;
c. Full satisfaction of conditions provided for in Section II, Chapter II of this Circular;
d. Opinions from related agencies on the foreign loan of the enterprise in necessary case.
29. The State Bank or the State Bank’s branches in provinces, cities under the central Government’s management shall give written notice to the enterprise, within a period of 15 working days from the full receipt of valid files from the enterprise, of:
a. Its confirmation for the registration or change registration of the foreign loan of the enterprise;
b. Its refusal to confirm the registration or change registration of the foreign loan of the enterprise. In case of refusal, the State Bank shall clearly state the reason thereof.
30. In case where there is a need of further information, other conditions to have full bases for confirmation or confirmation refusal of the registration, change registration of the foreign loan of the enterprise, the State Bank or the State Bank’s branches in provinces, cities under the central Government’s management shall give notice to the enterprise for its knowledge within a period of 15 working days from the full receipt of valid file from the enterprise.
Section V. FUNDS WITHDRAWAL AND FOREIGN LOAN REPAYMENT
31. The funds withdrawal and foreign loans repayment by an enterprise shall only be made through an (01) authorized bank, except for following transactions (where the authorized bank does not guarantee and provide services):
a. Withdrawal of funds to make direct payment to the foreign beneficiary in case of the imported goods, services;
b. Withdrawal of funds, repayment through the offshore account of the enterprise ( in the event the enterprise is permitted to open an offshore account);
c. Withdrawal of funds in form of import of goods and services with deferred payment, repayment in form of export of goods and services.
32. In the event an enterprise is in the process of withdrawal of funds, repayments of a foreign loan through an authorized bank, but desires to transfer the transactions to another authorized bank, the enterprise has to settle the withdrawal of funds, repayment of loan with the current authorized bank. If the loan concerned is a medium, long-term one, the enterprise has to register the change of the servicing bank with the State Bank.
33. Upon the withdrawal of funds, foreign repayment through the authorized bank, the enterprise shall comply with following provisions:
a. Upon the withdrawal of funds:
- For short-term foreign loan, the enterprise shall present to the authorized bank where the enterprise conducts the withdrawal of funds, the original of the short-term foreign loan contract, which has been entered into.
- For medium, long-term foreign loan, the enterprise shall present the original written confirmation by the State Bank of the registration of foreign borrowing, repayment.
For the short, medium, long-term foreign loan, the enterprise shall additionally be responsible for the presentation of other necessary documents upon request by the authorized Bank.
In the event where the enterprise does not withdraw funds, but only conducts the repayment through the authorized bank, the enterprise must, within a period of 05 working days since the date of funds withdrawal, give a written notice to the authorized bank where the enterprise conducts the repayment, of the date of funds withdrawal and the withdrawn funds under the foreign loan contract.
b. Upon the repayment:
The enterprise shall present to the authorized bank where the enterprise conducts the repayment following documents:
- The original of written confirmation by the State Bank of the registration of foreign borrowing, repayment (in case of medium, long-term borrowing).
- The original of the foreign loan contract (short, medium, long-term) which has been signed.
- The original or the copy (with certification of the Head of the enterprise) of documents proving the withdrawal of funds under the foreign loan contract (short, medium, long-term) and other necessary documents, papers upon request by the authorized bank.
In case the enterprise has withdrawn funds through the authorized bank but does not conduct the repayment through the authorized bank, the enterprise must, within a period of 5 working days since the date of repayment, give a written notice to the authorized bank where the enterprise conducts the withdrawal of funds of the date of repayment and the amount of repayment under the foreign loan contract.
34. The authorized bank must comply with following provisions upon the withdrawal of funds, repayment of foreign loan for the enterprise:
a. For the short-term foreign loan:
- To conduct the withdrawal of funds, the transfer for repayment for the enterprise on the basis of the original of the signed short-term foreign loan contract and documents evidencing the withdrawal of funds, repayment presented by the enterprise.
- To verify, reconcile documents presented by the enterprise to ensure the correct performance of transactions relating to the loan of the enterprise
- To compile statistics of funds withdrawal, loan repayments, outstanding balance and other necessary data of short-term foreign loans, which are guaranteed or serviced by the bank;
- To record copies of necessary documents presented by the enterprise.
b. For the medium, long-term foreign loan
- To verify, reconcile documents presented by the enterprise to ensure the correct performance of transactions relating to the loan, which has been registered with the State Bank by the enterprise.
- To conduct the transfer of foreign repayment on the basis of the written confirmation by the State Bank of the registration and change registration of foreign borrowing, repayment, the medium, long-term loan contract and documents evidencing the withdrawal of funds, repayments presented by the enterprise.
- To keep in record the copy of the written confirmation by the State Bank of the registration of foreign borrowing, repayment and copies of other necessary papers, documents presented by the enterprise.
- To compile the statistics of transactions in respect of funds withdrawal, repayment and the outstanding balance of each medium, long-term foreign loan, which is guaranteed, serviced by the bank.
c. Authorized bank shall not carry out the disbursement, transfer of foreign repayment upon the request of the enterprise in following cases:
- There is no written confirmation by the State Bank of the registration or change registration of the foreign borrowing and repayment for the medium, long term loan; or the foreign loan contract contains contents, which are not in compliance with provisions of applicable laws of Vietnam
- There is no written confirmation by the State Bank of the registration of the foreign borrowing and repayment for the short-term foreign loan contract of enterprise, which has been rescheduled but the total rescheduled time and original time of the short-tem loan is over 1 year.
d. Guiding enterprises to comply with the current provisions on the foreign borrowing and repayment; reporting timely to the State Bank in the event of detecting any violation by the enterprise of the current provisions on the foreign borrowing and repayment.
35. Authorized bank shall be responsible for the compliance with the provisions of this Circular on the funds withdrawal, foreign repayment applicable to foreign loans borrowed by themselves.
Chapter IV
REPORTING REGIME, CONTROL ACTIVITY, DEALING WITH VIOLATIONS
Section I. REPORTING REGIME
36. At the end of a working day (if any), the State Bank’s branches in provinces, cities under the central Government’s management shall be responsible for submitting the State Bank (the Department of Foreign Exchange Control) the following documents on the confirmation of registration or change registration of enterprises' loans:
a. Copies of the Applications for Registration or Applications for change registration of the enterprises' foreign loans;
b. The written confirmation of the registration or change registration of enterprises' loans;
c. Other necessary documents relating to loans upon the request of the State Bank;
d. Written documents sent to enterprises in accordance with provisions in point 30, Section IV, Chapter III of this Circular.
37. Enterprise, which is a credit institution, shall report to the State Bank of the data relating to the foreign borrowing, repayment in accordance with current provisions of the State Bank on the statistic-reporting regime applicable to units of the State Bank and credit institutions.
38. Enterprise, which is not a credit institution, shall report to the State Bank’s branches in provinces, cities where its head office is located of the performance of foreign loans in accordance with following provisions:
a. On the quarterly basis (on the 7th of the first month in the following quarter at the latest): to report of the performance of enterprise's short-term loans, where the funds withdrawal and repayment have not been conducted through an authorized bank (case stated in point 31.a, 31.b, 31.c, Section V, Chapter III of this Circular). The report shall be prepared in accordance with the Form No. 1 attached to this Circular.
b. On the quarterly basis (on the 7th of the first month in the following quarter at the latest): to report of the performance of the medium, long-term foreign borrowing, repayment in accordance with the Form No. 2 attached to this Circular.
39. The State Bank branches in provinces, cities under the central Government’s management shall report to the State Bank of Vietnam (the Department of Foreign Exchange Control) in accordance with following provisions:
a. To consolidate the reporting data of the performance of short, medium term loans of enterprises in their locality in accordance with current provisions on the statistic reporting regime applicable to units of the State Bank and credit institutions.
b. On six month basis (on the 15th July and 15th January annually at the latest), the State Bank’s branches in provinces, cities under the central Government’s management shall report to the State Bank of the performance of the management of foreign borrowing, repayment; difficulties, obstacles and suggestions, recommendations to the State Bank
Section II. CONTROL ACTIVITY, DEALING WITH VIOLATIONS
40. The State Bank and relevant agencies shall, periodically or when necessary, undertake the examination of the performance of the foreign borrowing and repayment of enterprises. Enterprises shall be responsible for providing necessary documents, papers for the timely, effective examination.
41. In case of any violation to the provisions in this Circular, enterprises, authorized banks shall, depending on the seriousness of the violation, be dealt with in accordance with current provisions on the punishment of administrative violations in the monetary area and banking activity.
Chapter V
IMPLEMENTING PROVISIONS
42. This Circular shall be effective after 15 days since its publication in the Official Gazette and replace following documents:
a. The Circular No.03/1999/TT-NHNN7 dated 12 August 1999 of the Governor of the State Bank, guiding the foreign borrowing and repayment by enterprises;
b. Decision No.1432/2001/QD-NHNN dated 16 November 2001 of the Governor of the State Bank on the supplement, amendment of some paragraphs of the Circular No. 03/1999/TT-NHNN7 dated 12 August 1999 guiding the foreign borrowing and repayment by enterprises;
43. For foreign loans which were entered into before the effective date of this Circular and are in the process of funds withdrawal, loan repayment, the enterprises shall implement as follows:
a. For short-term foreign loans: Enterprises (including authorized banks) shall comply with the reporting requirements in accordance with provisions of this Circular;
b. For medium, long-term loans for which the written confirmations of the registration with the State Bank are available, enterprises and authorized banks continue the implementation in accordance with foreign loan contracts, which have been confirmed by the State Bank.
44. Any amendment of, supplement to this Circular shall be decided upon by the Governor of the State Bank.
45. The Head of the Administrative Department, the Chief Inspector of the State Bank, Heads of units in the State Bank, General Managers of State Bank’s branches in the provinces, cities under the Central Government’s management, General Directors (Directors) of credit institutions shall, within their competence, be responsible for the guidance, deployment and implementation of this Circular.
46. Ministries, Industries, Agencies in charge of enterprises shall cooperate in the direction of the implementation of this Circular in accordance with their authority, assignment.
| FOR THE GOVERNOR OF THE STATE BANK |
(Application form No. 1)
NAME OF THE ENTERPRISE | SOCIALIST REPUBLIC OF VIETNAM |
No. (Re: the registration of the foreign loan) | ............, date........... |
REGISTRATION APPLICATION FOR THE FOREIGN LOAN
To: the state Bank ............................
- Pursuant to the regulations on foreign borrowing, repayment issued in conjunction with the Decree No. 90/1998/ND-CP dated 7 November 1998 and documents that guide the implementation of the Decree.
- Pursuant to the foreign loan contract entered into with lending party (ies) on.....
- Name of the borrowing enterprise (according to the Appendix 1A) would like to apply for the registration of the foreign loan with following conditions and main clauses:
NAME OF THE BORROWING PARTY:
Address:
ORGANIZATION FORM OF THE BORROWING PARTY (stating under the Appendix I, Part. Organization form of the borrowing party) | NAME OF THE AUTHORIZED BANK (where the enterprise conducts the funds withdrawal and foreign repayment)
Address: |
NAME OF THE GUARANTEEING PARTY (if any)
Address: | |
NAME OF THE LENDING PARTY (ies)
Address: (clearly state the nation of the lender)
ORGANIZATION FORM OF THE LENDING PARTY (stating under the Appendix I, Part. Organization form of the lending party) | NAME OF THE AGENT BANK O F THE LENDING PARTY (if any)
Address: |
OTHER RELATED PARTIES (IF ANY) | |
NAME: RELATIONSHIP: | NAME: RELATIONSHIP: |
NAME: RELATIONSHIP: | NAME: RELATIONSHIP: |
NAME: RELATIONSHIP: | NAME: RELATIONSHIP: |
NAME: RELATIONSHIP: | NAME: RELATIONSHIP: |
................. | |
NAME OF THE LOAN (if any) |
DATE OF SIGNING |
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| DATE OF THE FUNDS WITHDRAWAL LIMIT |
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| EFFECTIVE DATE OF THE CONTRACT (*) |
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| DATE OF THE LAST FUNDS WITHDRAWAL |
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(*) It is not required to fill in. Only fill in if any | |||||||||||||||
BORROWING AMOUNT: | Borrowing currency |
Of which the guaranteed amount | Currency used for guarantee |
If the loan is made in various currencies, it is requested to state in details in the Form of Tranche (the following page) | |
LOAN SECURITY {} Mortgage {} Pledge {} Placement of margin deposit {} None {} Other forms of guarantee (please clearly state) | ||
BORROWING PURPOSES | ||
{} Project Finance | {} Import of materials | {} Import of machinery |
{} Import of other goods | {} Working capital Borrowing/ bridging borrowing | {} Borrowing for capital contribution or capital increase |
{} Refinancing the loan | {} Payment of services | {} Finance lease |
{} Several purposes | {} Other purpose (clearly state) | |
DETAILS OF THE COMPONENT LOANS (TRANCHE)
In case of a single loan, only fill in the form of that loan. This is a popular case for almost loans
In case where a loan consists of many components loans, it is required to fill in each form for each of that component loan. Besides, it is necessary to fill in each form in case where a loan is made in various currencies or has various payment clauses such as: Different interest rates applicable to each amount of the loan, different clauses on the principal payment or different clauses are applied by each creditor of a loan.
NUMBER, DATE OF THE OFFICIAL CONFIRMATION LETTER OF THE STATE BANK OF THE REGISTRATION: | |||
NUMBER/CODE OF THE LOAN (filled in by the SBV) | AMOUNT OF THE COMPONENT LOAN | Of which the amount to be guaranteed | CURRENCY OF THE COMPONENT LOAN |
PARTIES TO THE COMPONENT LOAN (only state the name of the component loan participated in by different parties and/or participant parties of which are different from those participating to the loan) | |
CREDITOR | NAME OF THE GUARANTEEING PARTY |
NAME | NAME |
NAME | NAME |
Please state in details other relevant parties in the Appendix I.B | |
CREDIT TYPE: | FINANCING SOURCE | |||
{} Seller’s credit {} Finance lease {} Issue of bonds | {} Buyer’s credit {} Deferred L/C {} Borrowing (other than the bonds form) | {} Commercial bank {} Holding party {} Bilateral | {} Other finance institution {} Supplier {} Multilateral | |
{} Other types (clearly state) | {} Other person (clearly state) | |||
PROVINCE, CITY WHERE THE AMOUNT OF THE COMPONENT LOAN IS USED | GUARANTEEING UNIT: | |||
ECONOMIC SECTOR | {} Stated owned commercial Bank | {} SBV | ||
PAYMENT MADE IN |
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{} Money | {} Goods | {} Other (clearly state) |
AMOUNTS OF FUNDS WITHDRAWAL UNDER THE PLAN (i) If the funds withdrawal is performed periodically, only state the withdrawing period (ii) if the funds withdrawal is not performed periodically or only performed once, it is required to state separately each funds withdrawal transaction of the loan | |||
WITHDRAWING PERIOD (2)/ DATE OF WITHDRAWAL | AMOUNT | WITHDRAWING PERIOD (2)/ DATE OF WITHDRAWAL | AMOUNT |
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(2) Please refer to THE WITHDRAWING PERIOD in Appendix II | |||
PRINCIPAL PAYMENT | |||
A. PLAN OF PERIODICAL PRINCIPAL PAYMENT | |||
The date starting the payment | The date ending the payment | Payment period (Fill in under the Appendix II - Part “Payment period”) | Amount of payment (Clearly state type of currency) |
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B. PLAN OF PRINCIPAL PAYMENT, NOT ON THE PERIODICAL BASIS | |||
Date of payment | Amount of payment (Clearly state the type of currency) | Date of payment | Amount of payment (Clearly state the type of currency) |
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INTEREST RATES | ||||||||
A. INTEREST RATES AND THE WAY TO CALCULATE | ||||||||
Order (3) | Type of interest rate applicable | Percentage (%) or floating interest rate applicable | Margin interest rate (applicable to the floating interest rate) | Number of days in the year | Number of days in the month | The date when the calculation of interest is commenced | ||
| {} Fixed |
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| {} 360 days | {} 30 days |
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| {} Fixed |
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| {} 360 days | {} 30 days |
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B. PLAN OF PERIODICAL INTEREST PAYMENT (monthly, once per 3 months, 6 months, a year, etc) | ||||||||
Order (3) | The date starting the payment | The date ending the payment | Payment period (Fill in under the Appendix II - Part “Payment period”) | Amount of payment (Clearly state type of currency) | ||||
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C. PLAN OF INTEREST PAYMENT NOT ON THE PERIODICAL BASIS | ||||||||
Order (3) | Date of payment | Amount of payment (clearly state the type of currency) | ||||||
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(3) To list under the ordinal number in case where there are many levels of interest rates applicable to various periods | ||||||||
TYPES OF FEES | ||||||||
A. FEES TO BE PAID ON THE PERIODICAL BASIS - THE WAY TO CALCULATE | ||||||||
Name of fee | Type of fee | Percentage of floating interest rate applicable | Margin interest rate (applicable to the floating interest rate) | Number of days in a year | Number of days in a moth | Date starting the calculation of fees | Date ending the calculation of fees | Method of fee calculation (2) |
| {} fixed |
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| {} 360 days | {} 30 days |
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| {} fixed |
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| {} 360 days | {} 30 days |
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Note: (2) Fill in under the Appendix II, Part “Method of fee calculation” | ||||||||
B. FEES TO BE PAID ON THE PERIODICAL BASIS - DATE OF PAYMENT | ||||||
Name of fee | Date starting the payment | Date of the last payment | Payment period (state the number code under the Appendix II, Part “Payment period”) | Amount of payment (5) (Clearly state the type of currency) | ||
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Note: (5) State the amount to be paid in each period in case where the fees are not calculated under the percentage but provided in details for the amount payable | ||||||
FEES TO BE PAID IN ONE TIME | ||||||
Name of fee | Date of payment | Amount of payment (clearly state the type of currency) | ||||
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PENALTY INTEREST (if any) | ||||
Number (3) | Type of interest rates applicable | Percentage or Floating interest rate applicable | Margin interest (Applicable to floating interest rate) | Number of grace days not subject to the penalty interest rate |
| {} fixed {} floating |
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| {} fixed {} floating |
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(3) To list under the ordinal number in case where there are many levels of interest rates applicable to various periods | ||||
(Application form No. 1)
THE DETAILED PERFORMANCE OF FUNDS WITHDRAWAL, DEBT REPAYMENT
(In case where a loan contains many component loans (tranche), please state in details under each component loan)
Date of performance | Funds withdrawal | Debt repayment | Transaction currency | ||
Principal | Interest | Fee | |||
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Total |
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Commitment:
- The person signing below would like to undertake to take responsibility for the accuracy of all information stated in this Application and enclosed documents
- (Name of the borrowing enterprise) would like to undertake to comply with Vietnam’s laws, provisions in the Regulation on the management of foreign borrowing, repayment, and relevant legal documents and contents in the official letter on the confirmation of the registration of foreign borrowing repayment issued by the State Bank to the enterprise
| GENERAL DIRECTOR (DIRECTOR) |
Enclosed:
- A notarized copy of the establishment Decision, Certificate of Business Registration or Investment License; or operational license, other related documents issued by the competent agencies;
- A notarized copy of the written approval by the competent authority for the Investment Project or Plan of production and business (except for foreign invested enterprises);
- A notarized copy of the Decision of the competent agency permitting the enterprise to issue bonds to foreign markets (in case where the enterprise issues bonds to foreign markets)
- A copy and a Vietnamese translation version of the foreign loan contract that has been signed (confirmed by the Head of the enterprise)
(Application Form No. 1)
APPENDIX I.A
DETAILS OF THE BORROWING PARTY
1. Name of the borrowing party
2. Address
Tel: Fax:
3. Full name of General Director (Director)
4. Decision (or License) on the enterprise establishment No. ....... issued on ...........
5. The agency issuing the establishment decision (or license)
6. Certificate of business registration No. ....... date of issue:
7. The agency issuing the Certificate of business registration
8. Operation scope of the enterprise under the Certificate of business registration
9. Type of enterprise (state under the Appendix II - Part. Types of enterprise)
10. Foreign account (s) No.............. at (name of the bank).......
11. The performance of borrowing and debt repayment (at the time of foreign borrowing registration)
- Short term foreign borrowing | |
+ Amount | + Outstanding debt (of which overdue: ) |
- Medium, long term domestic borrowing: | |
+ Amount: | + Of which overdue |
- Medium, long term foreign borrowing: | |
+ Amount: | + Of which overdue |
12. The performance of borrowing, debt repayment by the foreign invested enterprise at the time of foreign borrowing registration | |||
- Where the investment capital has not yet been used up and the project has not yet put into operation | Short term domestic borrowing | Amount | Of which overdue |
Short term foreign borrowing | Amount | Of which overdue | |
- Where the legal capital has been fully contributed and the investment capital has been used up | Short term domestic borrowing | Amount | Of which overdue |
Short term foreign borrowing | Amount | Of which overdue | |
| Medium, long term domestic borrowing | Amount | Of which overdue |
| Medium, long term foreign borrowing | Amount | Of which overdue |
13. Total investment capital of the foreign invested enterprise:
Of which:
+ Legal capital stated in the investment license
+ Legal capital contributed at the time of registration:
Appendix I.B
DETAILS OF OTHER PARTICIPANTS
NAME OF THE LENDING PARTY | ABBREVIATED NAME |
ADDRESS | |
NATION | |
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TYPE OF THE LENDING PARTY |
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TEL: | FAX: |
TELEX | |
NAME OF OTHER LENDING PARTY (If any) | ABBREVIATED NAME |
ADDRESS | |
NATION | |
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TYPE: |
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TEL: | FAX: |
TELEX | |
NAME OF PARTICIPANT | ABBREVIATED NAME |
ADDRESS | |
NATION | |
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RELATIONSHIP WITH THE BORROWING PARTY | |
TYPE OF THE PARTICIPANT |
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TEL: | FAX: |
TELEX | |
NAME OF PARTICIPANT | ABBREVIATED NAME |
ADDRESS | |
NATION | |
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RELATIONSHIP WITH THE BORROWING PARTY | |
TYPE OF THE PARTICIPANT |
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TEL: | FAX: |
TELEX | |
NAME OF PARTICIPANT | ABBREVIATED NAME |
ADDRESS | |
NATION | |
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RELATIONSHIP WITH THE BORROWING PARTY | |
TYPE OF THE PARTICIPANT |
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TEL: | FAX: |
TELEX | |
Appendix II
EXPLANATION
Number code | PAYMENT PERIOD | Number | RELATIONS |
5 | Monthly | 80 | Arranger |
4 | Quarterly | 70 | Underwriter |
3 | Semi-annually | 90 | Beneficiary of the project using loan |
2 | Annually | 51 | Debtor financial agent |
1 | Irregularly | 40 | Creditor Insurer |
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| 23 | Lead Manager |
| METHOD OF FEE CALCULATION | 60 | Trustee |
10 | Regular payment by the percentage over the borrowing amount that has not been withdrawn | 26 | Manager |
20 | Regular payment by the percentage over the amount of the loan | 81 | Other party (clearly state, if any) |
30 | Regular payment by the percentage over the outstanding debt |
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50 | Regular payment by fixed amount |
| ORGANIZATIONAL FORM OF THE LENDING PARTY |
70 | Payment made at the time of interest payment and equal to the percentage over the interest amount to be paid | 345 | Export insurance company |
80 | Payment made at the time of principal payment and equal to the percentage over the principal amount to be paid | 340 | Exporter |
93 | Regular payment by the percentage over the total of withdrawn borrowing amounts | 310 | Individual |
95 | Regular payment by the percentage over each withdrawn loan | 100 | International Organization |
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| 321 | Joint stock bank |
| ECONOMIC SECTOR | 260 | Joint venture non-financial enterprise |
11 | Agriculture and Forestry | 320 | Deposit bank |
13 | Pisciculture/Fishing breeding | 300 | Private non-financial enterprise |
2 | Mine and stone exploitation | 253 | Social non-financial organization |
3 | Processing | 266 | State owned non- financial enterprise |
4 | Electricity, gas and oil | 352 | Non-financial enterprise with 100% foreign owned capital |
5 | Construction | 240 | Official Development Bank |
61 | Wholesale, retail trading, repair of automobile and individual goods (95130) | 350 | Corporate Affiliated |
63 | Hotel, restaurant | 330 | Other finance institutions |
7 | Telecommunication, transportation and warehouse | 390 | Other private institutions |
8 | Financial brokerage/intermediation | 252 | State owned finance corporate |
83240 | Science and Technology | 250 | State owned corporate |
83 | Real estate, activity of commercial leasing | 262 | Stated owned commercial bank |
91 | State administrative management and national defense; social security | 391 | Others |
931 | Education and training |
| TYPES OF ENTERPRISE |
91040 | Medical and social service | 1 | State owned finance enterprise |
94 | Activities of sport, culture and entertainment | 2 | Finance joint stock enterprise |
97 | Activities of the Party and activities of member organizations | 3 | Finance joint venture enterprise |
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| 4 | Finance enterprise with 100% foreign owned capital |
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| 5 | State non-finance enterprise |
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| 6 | Non-finance joint stock enterprise |
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| 7 | Non-finance joint venture enterprise |
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| 8 | Non-finance enterprise with 100% foreign owned capital |
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| 9 | Other type (not subject to above 8 types) |
Note: Please contact SBV (the Department of Foreign Exchange Control) or SBV’s branches in provinces, cities where the Head office of the enterprise is located for explanation or further information relating to this form.
(Application form No. 2)
Name of enterprise | SOCIALIST REPUBLIC OF VIETNAM |
No.: | ................., date |
APPLICATION FOR THE CHANGE REGISTRATION
To: The State Bank............
- Pursuant to the Regulation on the management of foreign borrowing, repayment issued in conjunction with the Decree No. 90/1998/ND-CP dated 7 November 1998 of the Government and documents guiding the implementation of the Decree;
- Pursuant to the fund borrowing contract entered into with the foreign lending Party (ies) on......./...../.......;
- Pursuant to the Agreement on the change of the foreign loan entered into with the foreign lending Party (ies) on......./...../.......;
- Pursuant to the written confirmation of the registration of the foreign debt repayment of the State Bank No. ............ dated............
Enterprise with the name hereby would like to register with the State Bank for the changes in several contents relating to the foreign borrowing as follows:
I. BORROWING PARTY:
1. Name of the borrowing enterprise:
2. Code of the loan that has been registered with the State Bank: (is the code provided for by the State Bank in accordance with the DMFAS program. This code has been informed by the SBV in the written confirmation of the foreign loan registration by the enterprise)
II. CHANGED CONTENTS: (Please state in details each change under following sub-items)
1. Change in the lending party:
- Current lending party
- New lending party
- Reason for the change:
2. Change in turnover:
- Current turnover
- New turnover
- Reason for the change
3. Change in interest rate, penalty interest rate, fee:
- Current interest rate, penalty interest rate, fee:
- New interest rate, penalty interest rate, fee:
- Reason for change
4. Change in the repayment plan
- Current repayment plan
- New repayment plan
- Reason for change
5. Change in the guarantor:
- Current guarantor
- New guarantor
- Reason for change
6. Other changes:
- Contents of changes:
- Reason for changes:
III. RECOMMENDATIONS:
(Name of the enterprise) would like to request the State Bank......... to confirm the registration of changes in the content of the foreign loan at the State Bank.......... by (name of the enterprise)
IV. UNDERTAKING
- The person signing below would like to undertake to take responsibility for the accuracy of all information stated in this Application and enclosed documents
- (Name of the borrowing enterprise) would like to undertake to comply with Vietnam’s laws, provisions in the Regulation on the management of foreign borrowing, repayment, relevant legal documents and contents in the official letter on the confirmation of the registration of foreign borrowing repayment issued by the State Bank to the enterprise
| GENERAL DIRECTOR (DIRECTOR) |
Enclosed documents:
- Agreement on the changes (enclosed with the Vietnamese translation version confirmed by the head of the unit)
- Written approval of changes (in case where the enterprise is guaranteed) by the guarantor for the foreign loan of the enterprise.
Note: Please contact SBV (the Department of Foreign exchange control) or SBV’s branches in provinces, cities where the Head office of the enterprise is located for explanation or further information relating to this Form.
(Form No. 1)
Name of the reporting unit (clearly state name of the reporting unit, Tel, Fax)
REPORT ON THE PERFORMANCE OF SHORT TERM FOREIGN BORROWING, REPAYMENT QUARTER ............ YEAR..........
To: STATE BANK BRANCH IN PROVINCE, CITY................
Balance at the early period | Amount arising in the period | Balance at the ending period | Repayment obligation in the following period | |||||
Total | Of which overdue | Amount of funds withdrawn in the period | Amount of repayment in the period | Overdue amount already paid in the period | Overdue amount arising in the period | Total | Of which overdue | |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 |
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| ........., date............... |
Note:
- This form is applicable to the case where the enterprise carries out the short term borrowing, the fund of which is not withdrawn and the repayment is not performed through the authorized bank (Cases provided for in point 31 (a), 31 (b), 31(c) Section V, Chapter III of the Circular No. 2004/TT-NHNN guiding the foreign borrowing, repayment by the enterprise)
- On quarterly basis, on the 7th of the first month in the following quarter, the enterprise shall prepare a report under the above form and send to the SBV’s branch in province, city under the central Government’s management where the enterprise’s Head office is located
- All queries and requirements of the guidance should be submitted to the SBV (the Department of Foreign Exchange Control) or SBV’s branch in province, city where the enterprise’s Head office is located.
Guidance on the report preparation:
(1) Balance at the early period: is the total outstanding debt at the beginning of the reporting period
(2) Overdue: is the total of overdue debts at the beginning of the reporting period
(3) Amount of funds withdrawn in the reporting period
(4) Amount of repayment in the reporting period
(5) Overdue amount that has been paid in the reporting period
(6) Overdue amount increasing in the reporting period
(7) Balance at the ending period: is the total outstanding debt at the end of the reporting period
(8) Overdue: is the total overdue debt at the end of the reporting period
(9) Plan of the debt repayment in the following period
Relations between columns in the report
Column (7) = Column (1) + Column (3) - Column (4)
Column (8) = Column (2) + Column (6) - Column (5)
(Form No. 2)
Name of the reporting unit (clearly state name of the reporting unit, Tel, Fax)
REPORT ON THE PERFORMANCE OF MEDIUM, LONG TERM FOREIGN BORROWING, REPAYMENT QUARTER ............ YEAR..........
To: STATE BANK BRANCH IN PROVINCE, CITY................
Code of the loan | Turnover of the borrowing period | Date where the transaction arises | Balance at the early period | Amount arising in the period | Balance at the ending period | Plan of the following period | |||||||||||
Total | Of which overdue | Amount of funds withdrawn in the period | Amount of repayment | Overdue debt increasing | Total | Of which overdue | Funds withdrawal | Debt repayment | |||||||||
Principal | Interest | Principal | Interest | Fee | Principal | Interest | Principal | Interest | Principal | Interest | |||||||
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| | ........., date............... |
Note:
- On quarterly basis, on the 7th of the first month in the following quarter, the enterprise shall prepare a report under the above form and send to the SBV’s branch in province, city under the central Government’s management where the enterprise’s Head office is located
- All queries and requirements of the guidance should be submitted to the SBV (the Department of Foreign exchange control) or SBV’s branch in province, city where the enterprise’s Head office is located.
Guidance on the report preparation:
(1) Code of loan: consists of 9 digits provided for by the SBV in its written confirmation of the foreign loan registration of the enterprise or informed by the SBV to the enterprise
(2) Turnover of the borrowing period: is the value of the loan under the foreign loan contract entered into with the lending party
(3) Date where the transaction arises: is the date where the funds withdrawn or the repayment of principal, interest, fee of the loan is made
(4) Balance at the early period: is the total outstanding debt at the beginning of the reporting period
(5) (6) Overdue: is the total of overdue debts at the beginning of the reporting period, divided into principal overdue (column 5) and interest overdue (column 6)
(7) Amount of funds withdrawn in the reporting period
(8) Amount of principal repaid in the reporting period
(9) Amount of interest repaid in the reporting period
(10) Amount of fee paid in the reporting period
(11) Overdue principal increasing in the reporting period
(12) Overdue interest increasing in the reporting period
(13) Balance at the ending period: is the total outstanding debt at the end of the reporting period
(14) (15) Overdue: is the total overdue debt at the end of the reporting period, divided into principal overdue (column 14) and interest overdue (column 15)
(16) Plan of funds withdrawn in the following period
(17) Plan of principal repayment in the following period
(18) Plan interest repayment in the following period
Relations between columns in the report
Column (13) = Column (4) + Column (7) - Column (8)
Column (14) = Column (5) + Column (11)
Column (15) = Column (6) + Column (12)
Column (11) = the amount of overdue principal increasing in the period - amount of overdue principal already paid in the period
Column (12) = the amount of overdue interest increasing in the period - amount of overdue interest already paid in the period
