On 30 June 2026, the State Bank of Vietnam (“SBV“) issued Circular No. 32/2026/TT-NHNN (“Circular 32“), the new rulebook governing how credit institutions and foreign bank branches lend to customers investing abroad. Circular 32 takes effect on 18 August 2026 and replaces Circular No. 36/2018/TT-NHNN (“Circular 36“), which had governed this space since 2019.
Circular 32 does not reinvent the framework Circular 36 put in place, but it does not simply recycle it either. A handful of changes matter, and lenders and outbound investors should get comfortable with them before the effective date.
1. Loan conditions
Circular 32 introduces two notable changes to borrower eligibility conditions:
- Individual borrowers: Circular 32 keeps the existing age and capacity test (18 or older, full civil act capacity) but adds the requirement that the individual must also fall within the category of persons the investment law permits to invest abroad. Being a capable adult is no longer enough on its own – the borrower must be someone entitled to make the investment in the first place.
- OIRC relaxed for certain projects: The old Circular 36 treated the Outbound Investment Registration Certificate (“OIRC“) as a hard pre-condition for any loan. Circular 32 relaxes that for projects that never needed an OIRC and provides that the borrower can instead rely on confirmation that its foreign exchange transaction for the outbound investment has been registered. This is not a random tweak – it brings Circular 32 into line with Decree No. 103/2026/ND-CP on outbound investment (“Decree 103“), which already carved out that category of project.1
2. How much can actually be borrowed
The 70% loan-to-investment-capital ceiling survives from Circular 36, so nothing changes there in headline terms. What is new is the label: Circular 32 calls it the “maximum committed loan amount” (in Vietnamese: mức cam kết cho vay tối đa), not just the “maximum loan amount” (in Vietnamese: mức cho vay tối đa) as before. This change provides clarification for deals involving more than one lender.
In practical terms, a single credit institution’s maximum committed loan amount for an outbound investment project still cannot exceed 70% of the borrower’s outbound investment capital in that project. But where a customer taps several credit institutions to fund the same project, Circular 32 makes explicit that the 70% ceiling is tested on the aggregate, not lender by lender. Add up every credit institution’s committed loan amount to that customer for that project, and the total still has to stay within 70% of the outbound investment capital.2
3. Keeping an eye on how the loan is used
Circular 36 already lets a credit institution ask the customer to report on results and how the loan proceeds were spent. Circular 32 goes a step further and gives lenders an express right to demand actual proof in the form of information, documents and data showing the money genuinely went where it was supposed to. The flip side is a matching duty on the customer to hand that proof over when asked. In other words, the lender no longer has to accept a report at face value – it can insist on evidence.3
4. What happens to existing loans
Loans already documented before 18 August 2026 are grandfathered. The credit institution and the customer can keep performing the contract on its existing terms right through to maturity. However, the moment either side wants to amend or supplement it, the new deal has to comply with Circular 32 and not the old Circular 36 framework.
5. What this means in practice
For credit institutions and outbound investors intending to finance offshore projects out of Vietnam, three things are worth doing now:
- On any club deal or multi-lender financing of a single outbound investment project, check the math across all Vietnamese lenders together, not just your own facility, to confirm the combined committed amount stays within 70% of the customer’s outbound investment capital in that project;
- Update loan monitoring and reporting covenants so they reflect the credit institution’s express right to demand proof, not just reports, that the proceeds were used as intended; and
- If you are amending or supplementing an outbound investment loan contract signed before 18 August 2026, draft the amendment against Circular 32, not the now-superseded Circular 36.
The information provided here is for information purposes only and is not intended to constitute legal advice. Legal advice should be obtained from qualified legal counsel for all specific situations.
DFDL provides specialized Banking and Finance counsel throughout the ASEAN region. Connect with our Vietnam office.
