Partner
Attorney at Law (Germany)
Forex Management: Vietnam´s Banking Regulations unpacked
- Vietnam aspires to balance capital inflows with financial stability.
- Greater clarity and tighter control over the access and management of offshore loans.
- More transparent and controlled environment for cross-border financing.
- Tightened compliance requirements with clearer guidance.
Vietnam’s foreign exchange (forex) management framework continues to evolve, reflecting the country’s efforts to balance capital inflows with financial stability. A notable recent development is the issuance of Circular No. 80/2025/TT-NHNN on 31 December 2025 by the State Bank of Vietnam (“Circular 80”), which amends and supplements Circular 12/2022/TT-NHNN on foreign borrowing and repayment by enterprises. This update provides greater clarity and tighter control over how Vietnamese companies access and manage offshore loans.
Enhanced clarity
One of the key highlights of Circular 80 is that it provides greater clarity on cases where the entire outstanding loan principal is converted into equity or capital contributions of the lender in the borrower, or where the borrower is fully released from their obligation to repay such principal, provided that such conversion or waiver occurs within 30 working days from the date marking one year from the first disbursement. In such cases, the loan is not subject to registration with the State Bank of Vietnam.
Clear distinction between foreign currency and Vietnam Dong accounts
Another key highlights of Circular 80 is the clearer distinction between foreign currency accounts and Vietnam Dong accounts used for foreign loans. For foreign currency accounts, the regulation explicitly allows proceeds from purchasing foreign currency at authorized credit institutions to be used for repaying principal, interest, and fees. Circular 80 also clarifies scenarios involving repayments between borrowers and guarantors.
Streamlined guidelines
The Circular also sets out stricter requirements for cases where loans fail to meet registration conditions or are invalidated due to fraudulent documentation, including rules on applicable exchange rates and mandatory written agreements between parties.
Conclusion
Overall, Circular 80 demonstrates Vietnam’s increasingly sophisticated approach to forex management. By refining account usage rules, the regulation helps create a more transparent and controlled environment for cross-border financing. For businesses, this means greater compliance responsibilities, but also clearer guidance for navigating Vietnam’s regulatory landscape.
Sources:
Article 4 of Circular No. 80/2025/TT-NHNN amends and supplements several provisions under Article 11.3 of Circular No. 12/2022/TT-NHNN
Article 11.3 of Circular No. 80/2025/TT-NHNN amends and supplements several provisions under Article 28.1.b of Circular No. 12/2022/TT-NHNN
Article 14.2 of Circular No. 80/2025/TT-NHNN amends and supplements several provisions under Article 32.5 of Circular No. 12/2022/TT-NHNN