Foreign Loans & Debt Repayment

A loan from a foreign parent or offshore lender is straightforward to agree and easy to get wrong. Medium and long-term foreign loans must be registered with the State Bank, and repayment must run through a designated account — otherwise the money may not lawfully leave Vietnam.

Wise Counsel advises Vietnamese borrowers and foreign lenders on structuring, registering and repaying offshore loans in compliance with foreign exchange regulations.

What we help with

• Advising on whether the loan requires registration with the State Bank of Vietnam
• Preparing and filing the foreign loan registration application
• Advising on borrowing limits, permitted purposes and tenor classification
• Structuring shareholder loans and intra-group financing
• Opening and operating the foreign loan account for drawdown and repayment
• Advising on withholding tax on interest and treaty relief
• Registering amendments where the loan terms change
• Advising on early repayment, conversion to capital and loan restructuring

Registration is not a formality — an unregistered loan can leave a company unable to repay it lawfully. We deal with it before the first drawdown.