Working on cross-border lending into Vietnam, parties are probably familiar with the pain, stacks of paperwork, inconsistent processing times, and a set of rules that never quite tell you what happens when a lender actually enforces its security. The State Bank of Vietnam (“SBV”) has tried to address these frustrations before, but the results were incremental at best.

Circular 80/2025/TT-NHNN, issued on 31 December 2025 and effective from 25 January 2026, is a different story. It amends the existing Circular 12/2022/TT-NHNN – one of the main regulations governing how Vietnamese enterprises borrow from offshore lenders and manage those debts – and it tackles several issues that practitioners have been complaining about for years.

This article walks through what actually changed, compares the old and new rules side by side, and looks at what it all means for structuring offshore financing into Vietnam.

A Refresher on the Old Framework

Circular 12/2022 replaced the earlier Circular 03/2016 and introduced a more consolidated regime for enterprise offshore borrowing. It was later complemented by Circular 08/2023 (eligibility conditions for non-government-guaranteed foreign loans) and Circular 19/2024 (further tweaks to borrowing conditions, including provisions for deferred-payment imports).

Under this framework, Vietnamese enterprises taking medium- or long-term offshore loans — or short-term loans that get extended beyond one year — must register with the SBV. Borrowers open dedicated offshore loan accounts, submit registration dossiers, and report monthly on their drawdowns and repayments. The system works, but it has been slow, paper-heavy, and silent on some real-world scenarios that arise all the time in practice.

What Changed?

Less Paperwork, More Flexibility on Documentation

One of the most welcome changes is the slimming down of the registration dossier. Here’s what’s different:

The loan summary option is a big deal for complex deals. Dropping down the production of a full Vietnamese translation of a 200-something page syndicated facility agreement just for registration should be wholeheartedly appreciated. That said, the SBV is putting the onus on borrowers to make sure their summary is accurate and complete – so this is not a shortcut to be taken lightly.

Faster and Clearer Processing Timelines

Shaving a few days off might not sound revolutionary, but in deal execution – where conditions precedent need to be satisfied before first drawdown – those days matter. The 60-day supplementation window is worth watching, if your registration gets stuck because SBV asks a follow-up question and nobody responds in time, the file gets closed, and the dossier has to be started over.

One Filing Portal Instead of Two

Under Circular 12, borrowers could file through either the National Public Service Portal or the SBV’s own system (which required a separate account). Circular 80 simplifies this, the National Public Service Portal is now the only option for online filings. Borrowers log in with their institutional VNeID and submit scanned PDFs signed with digital or specialized electronic signatures.

This is cleaner. In practice, it means every borrower needs to have an organizational VNeID account and working e-signatures set up before they file.

Clarity on What Happens When Lenders Enforce Security

This is probably the change that will get the most attention from the financing community, and rightly so.

Under Circular 12, there was a persistent grey area around enforcement-driven repayments. Imagine a lender enforces its security over the borrower’s assets and uses the proceeds to repay the loan. The repayment does not match the schedule that was filed with SBV during registration. Does the borrower need to do a full amendment registration? And if so, what happens to the enforcement timeline while everyone waits for SBV to process the amendment?

The answer was never clear, and different SBV branches handled it differently. This created real problems in workout and restructuring situations, where timing is everything.

Circular 80 resolves this. It expressly states that repayment of principal through any of the following does not require an amendment registration:

• Debt write-off by the lender
• Enforcement of loan-related security (i.e., the lender or security agent sells or takes over collateral and applies the proceeds)
• Performance of a guarantee through enforcement of collateral

Instead, the borrower just needs to submit an online notification to SBV. That’s it — no amendment dossier, no waiting for approval.

There are also a couple of other changes that move items from the “amendment registration” bucket into the simpler “notification only” bucket:

• Changes to the borrower’s registered address caused by administrative boundary reorganization (a surprisingly common occurrence in Vietnam)
• Waivers of interest or fee obligations by the lender

One caveat is worth noting the notification obligation sits with the borrower, not the lender. In an enforcement scenario – where the relationship between borrower and lender is typically adversarial – getting the borrower to cooperate on SBV notifications may not be straightforward. Lenders should think about building notification covenants into their loan documentation, with clear consequences for non-compliance.

Regional SBV Branches Get More Authority

Starting 25 July 2026 (not January — this one has a delayed effective date), the threshold for which loans are handled by SBV headquarters versus regional branches doubles:

This is a meaningful decentralization. A large number of mid-market offshore loans will shift to regional processing, which should help with turnaround times and reduce the bottleneck at SBV’s Foreign Exchange Management Department in Hanoi.

Broader Payment Flows Through Offshore Loan Accounts

Circular 80 widens what can flow through a borrower’s offshore loan account:

• Foreign currency accounts can now receive inflows from – and make outflows to – not only non-residents but also Vietnamese residents who are legally authorized to receive foreign currency. This matters for enforcement scenarios where the securing party is a domestic entity.
• VND offshore loan accounts can now be used to settle loans that are not eligible for registration, or whose registration has been invalidated (for example, due to forged documents). For non-registrable loans, the borrower and lender have to agree on the exchange rate in writing.
• Repayments to a lender’s VND account in Vietnam must now go through the borrower’s account bank. This centralizes cash flow and makes things easier to trace.
• For enterprises that have issued international bonds, Circular 80 now allows disbursement and repayment through intermediary accounts when doing early repayment via bond redemption. This is new and directly relevant for Vietnamese issuers considering tender offers or open-market repurchases.

Reporting Adjustments

The monthly reporting deadline remains the same (by the 5th of the following month), and online reporting is still mandatory. Circular 80 adds a practical rule for currency conversion, if the loan currency isn’t one of the standard currencies in the reporting template, borrowers should use the accounting exchange rate published by the Ministry of Finance closest to the reporting date.

Several appendices have been replaced with updated versions, and the old Appendix 02 has been abolished entirely.

Final Thoughts

Circular 80 remains the borrower-centric notification model which is a structural limitation, and the digital transition will have growing pains. But the direction is clearly positive. Reduced paperwork, faster processing, clearer rules on enforcement, and more realistic payment flow provisions all add up to a regime that’s materially easier to work with than what came before.

For anyone in the business of lending into Vietnam or advising Vietnamese borrowers, these changes are worth understanding in detail. The rules are already live.