Alongside offshore bond issuance, syndicated offshore lending remains a key channel for medium- and long-term financing for Vietnamese corporates, particularly for projects requiring phased drawdowns. The legal framework governing offshore borrowing has just been updated through Circular 80/2025/TT-NHNN, amending Circular 12/2022/TT-NHNN, with notable changes to registration-processing authority.
This briefing, prepared by IVLF Advisors’ capital markets advisory team, analyses the offshore loan registration process, syndicated lending structures, security limitations and the foreign-exchange account mechanism that applies.
Updated legal framework: Circular 80/2025/TT-NHNN
Circular 12/2022/TT-NHNN (as amended by Circular 08/2023/TT-NHNN) remains the foundational instrument governing foreign-exchange management of offshore borrowing and repayment by enterprises not guaranteed by the Government. Circular 80/2025/TT-NHNN, issued 31 December 2025 and effective from 25 January 2026, further amends Circular 12/2022 by permitting online submission of loan registration dossiers via the National Public Service Portal.
From 25 July 2026, the authority threshold for processing dossiers also changes: loans above USD 20 million are processed by the Foreign Exchange Management Department (central SBV), while loans of USD 20 million or below are processed by provincial SBV branches — a significant increase from the prior USD 10 million line.
Short-term versus medium/long-term loans: differing registration obligations
An offshore loan with a tenor exceeding 1 year must be registered with the State Bank of Vietnam within 30 working days of signing the loan agreement. Short-term loans (1 year or less) are generally exempt from registration, but if a short-term loan is extended beyond 1 year, the enterprise must then register it — unless the loan is fully repaid within 30 working days of the one-year anniversary from the first drawdown date.
Syndicated lending structures: arranger and security-agent roles
SBV regulations recognise the role of a lead arranger bank in syndicated structures involving credit institutions, and permit designating one foreign lender within a syndicate to act as lender, arranger or security agent. However, whether a foreign entity can hold a facility (paying) agent role without itself being a lender remains a point businesses should specifically confirm with counsel at the time of transaction — current regulations do not contain a dedicated instrument governing syndicated loans separate from the general offshore-loan framework.
Notably, an offshore lender may not act as the paying agent within a Vietnamese syndication structure; use of a third-party account (including an offshore account) to receive loan proceeds or repayments must be explicitly stated in the loan agreement and registered with the SBV.
Security limitations under Decree 21/2021/NĐ-CP
Offshore lenders cannot directly take a mortgage over land use rights in Vietnam due to restrictions under land law. The common structure in practice is to designate a Vietnamese bank as the domestic security holder/lender of record for the land use rights mortgage, while the borrower separately assigns or pledges its “right to receive proceeds” or other contractual rights to the offshore lender, under the notice mechanism in Article 33 of Decree 21/2021/NĐ-CP. This is a point businesses should account for when negotiating the security package for a syndicated loan involving offshore lenders.
The offshore loan borrowing and repayment account
Enterprises must open an Offshore Loan Borrowing and Repayment Account (OLBRA) at a licensed onshore credit institution. For foreign direct investment enterprises, this account is typically linked to the Direct Investment Capital Account (DICA); where the loan currency differs from the DICA currency, a separate foreign-currency loan account may be required. All drawdown and repayment transactions must run through this account and be periodically reported to the SBV.
Governing law: a hybrid of foreign and Vietnamese law
The 2015 Civil Code (Article 683) permits parties to a civil relationship with a foreign element to choose the governing law, and in practice, many international syndicated loans into Vietnam use English law with SIAC arbitration for the facility agreement, while security documents over Vietnam-situs assets remain governed by Vietnamese law. This is a common structure across several emerging Asian markets, balancing international lender requirements against domestic legal constraints.
Counsel’s view: Businesses arranging their first offshore syndicated loan should engage early with their onshore bank on the loan account opening mechanism and the security-holder role, as this is typically the most time-consuming step in dossier preparation — particularly where the security package includes land use rights.
Frequently asked questions
Which offshore loans must be registered with the State Bank of Vietnam?
Loans with a tenor exceeding 1 year, within 30 working days of signing the loan agreement.
Can an offshore lender take a mortgage over land use rights in Vietnam?
Not directly — this requires a Vietnamese bank to hold the mortgage of record, combined with a contractual assignment of rights to the offshore lender.
From 25 July 2026, which authority processes registration for loans above USD 20 million?
The Foreign Exchange Management Department of the central State Bank of Vietnam.
IVLF Advisors’ capital markets advisory team helps businesses arrange and register syndicated and offshore loans in compliance with current regulations. Speak with our team about your company’s offshore loan for tailored advice.
Offshore Lending Compliance Checklist
Offshore Lending into Vietnam requires careful review of State Bank registration, permitted loan purposes and dedicated foreign-loan accounts. Offshore Lending documentation should align drawdown, repayment, interest and security terms with Vietnamese regulations.
Before signing an Offshore Lending facility, lenders should verify approvals, withholding tax, security perfection and enforcement routes. Consult our Vietnam banking and finance lawyers and the State Bank of Vietnam.
For Offshore Lending transactions, early legal review improves bankability and reduces closing risk. Offshore Lending counsel can coordinate registration, tax, security and remittance requirements before funds are drawn.
Registering a Syndicated Loan Vietnam Foreign Lender Structure with the State Bank
Foreign banks structuring a syndicated loan Vietnam foreign lender arrangement must complete offshore loan registration State Bank Vietnam before disbursement, since an unregistered facility cannot legally repatriate principal or interest. The cross-border loan approval Vietnam process typically runs alongside the borrower’s foreign currency loan Vietnamese borrower obligations, including drawdown notifications and periodic reporting through the SBV’s online loan registration portal.
Lenders should also confirm whether the borrower’s sector triggers additional conditions, for example real estate and securities borrowers face closer scrutiny during SBV review, and build these timelines into closing schedules to avoid delayed funding.
If your institution is preparing a syndicated facility or needs help navigating SBV offshore loan registration, contact IVLF Advisors for a consultation on structuring a compliant cross-border lending transaction into Vietnam.
The bottom line on offshore lending: structuring offshore lending into Vietnam is as much a legal exercise as a financial one. Registering the offshore lending facility with the State Bank, perfecting security and planning withholding tax are the steps that make offshore lending enforceable, while ignoring them turns offshore lending into a compliance liability.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
