Vietnam – Foreign Debt Payment In Business Mergers.

Question: What are the regulations on loan registration in the case of business mergers?

Answer: Under Point 1, Article 15, Circular 03/2016/TT-HHNN on several instructions on foreign exchange administration in respect of enterprise’s foreign borrowing and foreign debt payment of enterprises.

1. Unless otherwise provided for by paragraph 2 and 3 of this Article, if there is any change to contents relating to loans referred to in the confirmation of foreign loan registration given by the State Bank (according to the form given in Annex No.02 hereto), the borrower shall be responsible for making registration for changes of his foreign loan with the State Bank under the provisions of this Circular.

2. If the plan for fund withdrawal, debt repayment and actual fee remittance is changed within a permitted duration of 10 (ten) days as against the one previously approved by the State Bank, the borrower shall be responsible for notifying in writing the account service provider to carry out fund withdrawal and debt repayment according to the changed plan; By doing so, registration for changes of such loan with the State Bank shall not be required.

3. The borrower shall only notify in writing the State Bank and shall not apply for registration of changes of loans in respect of the following contents:

a) Change of the borrower's address in the city or province where the borrower’s head office is located;

b) Change of the creditor, related information about creditors in respect of a syndicated loan that designate the representative for creditors, except when a creditor is also the representative for creditors in respect of a syndicated loan, and any change of creditors that may entail changes to the roles of the representative for creditors;

c) Change of the commercial transaction name of the account service provider.

4. Within a maximum period of 30 (thirty) days from the date of change or receipt of notification of change made to contents referred to in paragraph 3 of this Article, the borrower shall send notification by post or directly to the authority in charge of confirmation of registration of loans according to authority covered by Article 18 hereof.