|
STATE BANK OF VIETNAM |
SOCIALIST REPUBLIC OF VIETNAM |
|
No. 31/2026/TT-NHNN |
Hanoi, June 30, 2026 |
FINANCE LEASING ACTIVITIES OF GENERAL FINANCE COMPANIES AND FINANCE LEASING COMPANIES
Pursuant to the Civil Code No. 91/2015/QH13;
Pursuant to the Law on State Bank of Vietnam No. 46/2010/QH12;
Pursuant to the Law on Credit Institutions No. 32/2024/QH15 amended by the Law No. 43/2024/QH15 and the Law No. 96/2025/QH15;
Pursuant to the Government’s Decree No. 26/2025/ND-CP on functions, tasks, powers, and organizational structure of the State Bank of Vietnam, amended by the Decree No. 198/2026/ND-CP;
At request of the Director of the Department of Credit;
The Governor of the State Bank of Vietnam hereby promulgates a Circular on finance leasing activities of general finance companies and finance leasing companies.
This Circular provides for finance leasing activities of general finance companies and finance leasing companies.
1. General finance companies and finance leasing companies specified in the Law on Credit Institutions.
2. Organizations and individuals engaged in finance leasing activities of general finance companies and finance leasing companies specified in clause 1 of this Article.
Article 3. Definition of terms
In this Circular, the terms below are construed as follows:
1. “Finance leasing” means extension of medium and long-term credit under a finance leasing contract between a finance lessor and a finance lessee The finance lessor purchases finance leased assets at the request of the finance lessee and takes over ownership of the finance leased assets during the lease term. The finance lessee uses the finance leased assets and pays rentals therefor throughout the lease term under the finance leasing contract.
2. “Finance leased assets” include machinery, equipment, tools, means of transport (only including domestic marine transport ships); software, exploitation rights, intellectual property, and data (hereinafter referred to as “property rights”) that are not included in the list of those prohibited from ownership, purchase, sale, use, export and import as prescribed.
3. ” Finance lessor” (hereinafter referred to as “lessor”) (including the purchaser and sublessor in the form of finance leasing) means a general finance company or finance leasing company permitted to conduct finance leasing activities in accordance with regulations of law.
4. “Finance lessee” (hereinafter referred to as “lessee”) (including the seller and sublessee in the form of finance leasing) means an organization or individual that conducts finance leasing activities in Vietnam and directly uses the leased assets for the purposes as agreed upon in the finance leasing contract.
5. “Finance leasing contract” means an agreement signed between a lessor and a lessee on finance leasing of one or more leased assets in accordance with clause 2 of this Article. The finance leasing contract is irrevocable, except for the cases specified in clause 2 Article 20 of this Circular.
6. “Rental” means an amount payable by a lessee to a lessor as agreed upon in a finance leasing contract. Rentals consist of:
a) Principal debt determined at the purchase price of a finance leased asset and legitimate costs as prescribed by law, related to the purchase of that asset for finance leasing;
b) Rental interest determined according to regulations of the State Bank of Vietnam (hereinafter referred to as “SBV”) on methods for calculation and accounting of interest collections and payments of credit institutions.
7. “Purchase and sublease in the form of finance leasing” (hereinafter referred to as “purchase and sublease”) means that a lessor being a finance leasing company or finance leasing company purchases finance leased assets under clause 2 of this Article which are owned by a lessee and subleases such assets to the lessee in the form of finance leasing so as for the lessee to keep using the assets to serve their activities. In the purchase and sublease transactions, the lessee is also the supplier of financed assets.
8. “Finance lease term” means a period from the time the lessee begins to owe the rental to the time the rental is fully paid as specified in the finance leasing contract.
9. “Time of beginning to owe the rental” means the date on which the lessor makes the first payment to the supplier of the leased asset or another date as agreed upon by the parties in the finance leasing contract, which is not later than the date on which the right to use the finance leased asset is transferred to the lessee.
10. “Rental repayment term” means the periods of the finance lease term agreed upon between the lessor and the lessee at the end of each period over which the lessee has to repay the rental in part or in full to the lessor.
11. “Rental rescheduling” means the lessor granting approval for adjustment of the debt repayment term or extension of the debt repayment term for the rental loans of the lessee when the lessee is unable to repay the rental as agreed under the finance leasing contract as follows:
a) Adjustment of the rental repayment term means the lessor agreeing to extend a period of time to partially or fully pay the loan principal and/or interest of the repayment term during the agreed finance lease term (including cases where there is no change to the number of agreed repayment terms) without changing the finance lease term;
b) Extension of debt means the lessor agreeing to extend the loan principal and/or interest for a period exceeding the agreed finance lease term.
12. “Small-value finance leasing amount” means a finance leasing amount prescribed in clause 2 Article 102 of the Law on Credit Institutions and not exceeding VND 400.000.000.
13. “Documents certifying the ownership of or the right to use the finance leased asset” mean those as prescribed by law, proving the legal ownership or the use right of the lessor over/to the finance leased asset.
14. “Finance leased asset supplier” means an individual or organization that holds the legal ownership of the asset and sells it to the lessor for the purpose of finance leasing.
15. “Online finance leasing” means finance leasing by the lessor based on the online processing of data and data messages through electronic devices.
Article 4. Finance leasing principles
The finance leasing by a lessor to a lessee shall conform to this Circular and other relevant regulations of law
Article 5. Conditions applicable to lessees
1. The lessor shall consider deciding finance leasing when the lessee fully meets the following conditions, except for the case specified in clause 2 of this Article:
a) They have full civil legal personality and capacity for civil acts as prescribed by law;
b) They rent finance leased assets for the lawful purposes;
c) They have a feasible plan to use finance leased assets;
d) They have financial capacity to fulfill their obligations under the finance leasing contract;
dd) Regarding Vietnamese and foreign organizations, the finance lease term must not exceed the remaining operating period according to the establishment decision or license for operation in Vietnam; regarding foreign individuals, the finance lease term must not exceed the remaining period of permitted residence in Vietnam.
2. The lessor shall consider deciding the grant of a small-value finance leasing amount as prescribed in clause 12 Article 3 of this Circular when the lessee meets at least conditions specified in points a, b, d and dd clause 1 of this Article.
Article 6. Applications for finance leasing
The lessee shall send the following documents to the lessor:
1. Documents proving the satisfaction of the conditions for finance leasing prescribed in Article 5 of this Circular.
2. Information about the related person(s) of the lessee, including:
a) Information about person(s) related to the lessee who is subject to restriction on credit extension in accordance with the Law on Credit Institutions;
b) Information about person(s) related to the lessee in accordance with the Law on Credit Institutions in case, at the time of application for finance leasing, the lessee has a balance of credit extension at the lessor (including the principal amount proposed for finance leasing) greater than or equal to 1% of the lessor’s equity at the end of the latest working day. In case the lessor’s equity is a negative number, the abovementioned percentage shall apply to their charter capital.
3. Information about the related person(s) of the lessee specified in clause 2 of this Article, consisting of:
a) Information about the related person(s) who is an individual(s), including full name; personal ID number, regarding Vietnamese citizens; nationality, passport number or number of document in lieu of passport, date of issue and place of issue, regarding foreigners; relationship with the lessee;
b) Information about the related person(s) that is an organization(s), including name, enterprise ID number, head office address of the enterprise, enterprise registration certificate number or equivalent legal documents, regarding organizations other than enterprises; legal representative, and relationship with the lessee.
4. The lessor shall instruct the lessee to provide information and documents specified in this Article.
Article 7. Finance leasing interest rate
1. The lessor and the lessee shall agree to the finance leasing interest rate in accordance with law. The finance leasing interest rate shall be expressed as %/year.
2. When the payment is due and the lessee fails to pay or fully pay the loan principal and/or interest under the finance leasing contract, the lessee must pay the rental interest as follows:
a) The leasing interest on the principal is charged at the agreed finance leasing interest rate in proportion to the lease term during which repayment of that principal due has not been made;
b) If the lessee fails to make due payment of leasing interest, the lessee must also pay the lessor late payment interest charged at the interest rate agreed upon by the parties, which is not allowed to exceed 10%/year on the late payment interest during the late payment period;
c) Leasing interest on the overdue outstanding amount of principal in proportion to the period of late payment at the overdue interest rate shall be agreed upon by the lessor and the lessee under the finance leasing contract but must not exceed 150% of the leasing interest rate immediately applicable before the overdue date for the outstanding amount of principal.
3. Where the adjusted finance leasing interest rate is applied, the lessor and the lessee must agree to the principles and factors for determination of the adjusted interest rate, and the time of adjustment to the finance leasing interest rate. In case reference to factors for determination of the adjusted interest rate results in finance leasing interest rates, the lessor shall apply the lowest finance leasing interest rate.
Article 8. Fees related to finance leasing activities
The lessor and the lessee shall agree to collect fees related to finance leasing activities, including:
1. Agreement fee for signing a finance leasing syndication contract between the lessors participating in the finance leasing syndication and the lessee. The fee for arranging a finance leasing syndication contract shall be agreed upon by the lessor and the lessee.
2. Fee for making a commitment to finance leasing (charged from the time the finance leasing contract comes into force to the time the lessee receives finance lease debt).
3. Exit fee (paid by the lessee for repayment of debt before the due date).
4. Other fees related to finance leasing activities, which are specified in relevant legislative documents.
Article 9. Currencies used in finance leasing
1. The lessor shall perform finance leasing in Vietnamese dong, except for cases where finance leasing is permitted in a foreign currency as specified in clause 2 of this Article.
2. Finance leasing in a foreign currency must meet the following requirements:
a) The lessor is licensed to conduct foreign exchange business and provide foreign exchange services;
a) The lessor pays for the import of finance leased assets to the supplier in a foreign currency; the lessee receives debt and pays the rental in that foreign currency;
b) The lessee uses the leased assets to serve their production and business and has enough foreign currency from production and business revenue to repay the rental debt.
Article 10. Finance leasing decision and appraisal
1. The lessor shall appraise the lessee’s ability to satisfy the conditions for finance leasing under Article 5 of this Circular to consider making finance leasing decision. In the course of such appraisal, the lessor may use the internal credit rating system associated with information available at the National Credit Information Center of Vietnam and other information channels.
2. The lessor must establish finance leasing approval procedures according to the principle of assignment of responsibilities in the appraisal and decision-making stages.
3. In the event of rejection of the finance leasing, the lessor shall notify the lessee of the reason therefor at the latter’s request.
Article 11. Repayment of rental principal and interest
1. The lessor and lessee shall agree to the term for repayment of rental principal and interest in either of the following manners:
a) Separate terms for repayment of rental principal and interest;
b) Same terms for repayment of rental principal and interest.
2. The lessor and lessee shall agree upon the repayment of rental principal and interest prior to the due date.
3. The lessor and lessee may agree on the order of collection of the rental principal and interest:
a) With respect to a rental loan overdue, the lessor shall recover the rental principal first and the rental interest later;
b) With respect to a rental loan for which one or more payment are past due, the lessor shall collect debts in the following order: overdue principal amount, unpaid interest on overdue principal amount, principal amount due, interest on the principal amount that has not been paid when due.
Article 12. Rental rescheduling
A lessor may consider and decide the rental rescheduling at the lessee’s request and depending on results of assessment of the lessee’s capability to repay rental and the lessor’s financial capability as follows:
1. If the lessee is incapable of making due repayment of their rental principal and/or interest during the agreed lease term and is assessed by the lessor as having capability to fully repay the rental principal and/or interest according to the adjusted repayment term, the lessor shall consider adjusting the term for repayment of that principal and/or interest as appropriate to the lessee’s source of financing for debt payment.
2. If the lessee is incapable of paying off their rental principal and/or interest in full within the agreed finance lease term and is assessed by the lessor as having capability to fully repay the rental principal and/or interest within a specified period of time following the said finance lease term, the lessor shall consider extending the term for repayment of that principal and/or interest as appropriate to the lessee’s source of financing for debt payment.
3. The rental rescheduling shall be performed prior to or within 10 (ten) days from the agreed date on which debt repayment is due.
In case the lessee fails to make due payment of their rental principal and/or interest under the finance leasing contract and is not permitted by the lessor to reschedule the debt, the lessor shall notify the lessee of the overdue debts. The notification must at least specify the overdue outstanding amount of rental principal and/or overdue rental interest, the time the overdue debt arose, the interest rate charged for the overdue outstanding amount of principal, and the interest rate charged for the late payment interest amount.
Every lessor has the right:
1. Not to take responsibility for the finance leased assets not delivered or delivered in contravention of the conditions agreed upon by the lessee and the supplier.
2. To have their ownership of finance leased assets not affected in case the lessee goes bankrupt, is dissolved or involved in a dispute or lawsuit at court related to a third party, unless otherwise prescribed by law or agreed upon by the parties. The leased assets are not regarded as assets of the lessee upon the disposal of assets for payment of debts to other creditors.
3. To affix their ownership signs to leased assets throughout the lease term.
4. To agree with the lessee about the adoption of security interests in accordance with regulations of law.
5. To request the lessee to report their use of finance leased assets, provide documents and data proving that the finance leased assets are used for their intended purposes during the lease term at the lessor’s request and provide other information related to the lessee and leased assets as agreed.
6. To examine and supervise the use of finance leased assets and the debt repayment by the lessee as prescribed.
7. To request the lessee to pay compensation when the latter violates terms and conditions of the finance leasing contract.
8. To terminate the finance leasing contract, recover debts, leased assets, leased asset use rights ahead of schedule as prescribed by law and as agreed upon in the finance leasing contract.
9. To recover damaged leased assets that cannot be restored, repaired and replaced, request the lessee to pay their remaining rentals and costs incurred in connection with the recovery of leased assets as agreed upon in the finance leasing contract.
10. To recover the finance leased assets, the finance leased asset use rights and exercise the rights of the owners of leased assets after the lease term expires in case the lessee decides not to buy or continue to rent the assets specified in clause 2 Article 16 of this Circular and relevant laws.
11. Other rights prescribed by law and finance leasing contracts.
Article 15. Obligations of lessors
Every lessor has the obligation:
1. To assume responsibility for truthfully and accurately providing the following information to the lessee before signing a finance leasing contract: finance leasing interest rate, interest rates charged for overdue outstanding amount of principal, late payment interest; principles, factors and time for determination of finance leasing interest rates in case of application of adjusted finance leasing interest rates, fees and open posting of applicable fees for the lessee to consider and decide the signature of the finance leasing contract.
2. To assess the leased assets, (including their types, basic information on the leased assets, prices, time of delivery, installation and warranty and other information related to the finance leased assets (if any)); conditions for finance leasing and the lessee’s capability to pay debts before deciding finance leasing. The assessment of the leased assets shall comply with internal regulations issued by the lessor, in conformity with the asset type and rental.
3. To purchase and import the leased assets agreed upon by both parties under a finance leasing contract.
4. To complete documents verifying the ownership and right to use the leased assets, and ensure that such assets are covered by insurance in accordance with the law. The parties are entitled to agree on methods for following procedures related to documents verifying the ownership and the use right and procedures for buying insurance according to regulations of law and the finance leasing contract.
5. To guarantee the lessee the right to use leased assets under the finance leasing contract.
6. Other obligations prescribed by law and finance leasing contracts.
Every lessee has the right:
1. To receive and use the leased assets according to regulations laid down under the finance leasing contract.
2. To decide to purchase or continue to lease assets after the expiry of the lease term.
3. To request the lessor to pay compensation for their violation of terms and conditions of the finance leasing contract.
4. To terminate the finance leasing contract early as agreed upon in the finance leasing contract.
5. To repair and increase the value of the leased assets if agreed in the finance leasing contract.
6. Agree with the lessor that the lessor shall facilitate the lessee’s enjoyment of preferential regimes, policies, maintenance, warranty, and other regimes and policies as prescribed by law applicable to the finance leased assets and the owner of the finance leased assets during the lease term, unless otherwise provided by law.
7. Other rights prescribed by law and finance leasing contracts.
Article 17. Obligations of lessees
Every lessee has the obligation:
1. To assume responsibility for the selection of leased assets, suppliers, terms and conditions relating to the leased assets, including their names, types, information provided by the manufacturer, supplier, prices, time of delivery, installation and warranty and other terms and conditions relating to the leased assets.
2. To use the leased assets for their intended purposes as agreed upon in the finance leasing contract; to refrain from selling or transferring the right to use leased assets to other individuals and organizations, unless otherwise agreed between the lessor and the lessee in the finance leasing contract.
3. Upon granting finance lease to the lessee, to provide accurate and sufficient information, documents and data in a prompt and honest manner, and take responsibility for the provision of information, documents and data to the lessor under relevant regulations of law and finance leasing contract. To be specific:
a) Information and documents specified in Article 6 of this Circular when applying for finance leasing;
b) Reporting and providing information and data to the lessor so as for them to exercise their rights and obligations to examine and supervise the use of leased assets and debt repayment by the lessee during the lease term as prescribed;
c) Other information as agreed upon under the finance leasing contract.
4. To pay rentals and other costs related to leased assets in full and on schedule under regulations of the finance leasing contract.
5. To incur all risks of loss of leased assets and all costs of maintenance, repair or replacement of leased assets throughout the lease term and take responsibility for all consequences caused by the use of leased assets to other organizations and individuals in the course of using leased assets.
6. To refrain from erasing or damaging, changing the lessor’s ownership signs affixed to the leased assets, unless agreed upon by the lessor and the secured party (in case the finance leased asset is mortgaged by the lessor).
7. Refrain from using leased assets for mortgage, pledge or use as security for performance of obligations.
8. Other obligations prescribed by law and finance leasing contracts.
Article 18. Finance leasing contracts
1. A finance leasing contract must be made in writing in accordance with regulations of law on civil contracts and relevant laws and must include at least the following information:
a) Full name, personal ID number, and current residence regarding a Vietnamese citizen; nationality, passport number or number of document in lieu of passport, date of issuance, place of issue, and place of residence regarding a foreigner; name, enterprise ID number, head office address of the enterprise, enterprise registration certificate number or equivalent legal documents regarding organizations other than enterprises, and the legal representative;
b) Name, type, information provided by the manufacturer/supplier; prices, time of delivery, installation and warranty of the leased asset, quality of the leased asset and other terms and conditions related to the leased asset;
c) Purposes of the leased asset;
d) Currency used in finance leasing and debt repayment;
dd) Rentals, time of beginning to owe the rentals; finance leasing interest rate; principles, factors and time for determination of the finance leasing interest rates in case of applying adjusted finance leasing interest rates; types and rates of fees; costs as prescribed by law;
e) Lease term and rental repayment term;
g) Rental rescheduling, notification of overdue principals, interest rate charged for overdue outstanding amount of principal, interest rate charged for the late payment interest amount;
h) The repayment of rental principal and interest and the order of recovery of rental principal and interest; payment of debt ahead of schedule;
i) Cases where the finance leasing contract is terminated early in accordance with clause 1 Article 20 of this Circular, time of early termination and handling of issues that arise;
k) Agreement on measures to guarantee the exercise of the lessor’s ownership of the finance leased asset;
l) Responsibility and actions against breach of contract, rights and obligations of the parties;
m) Dispute settlement method;
n) Agreement on methods for following procedures related to documents verifying the ownership and right to use the leased assets, and procedures for buying insurance;
o) Other contents of the finance leasing contract as agreed upon by the lessor and the lessee in accordance with regulations of law.
2. Effective date of the finance leasing contract shall be agreed upon by the parties according to regulations of law.
3. Registration of the finance leasing contract shall comply with regulations of law.
Article 19. Penalties for breach and compensation for damage
1. The lessor and the lessee are entitled to agree on penalties for breach and compensation for damage in accordance with regulations of law in case either of them fails to comply with the agreements in the finance leasing contract.
2. The lessor and the lessee may agree that a party breaching an obligation must only be subject to a penalty for breach without having to compensate damage or must be subject to a penalty for breach and also compensate for damage.
Where the lessor and the lessee have agreed on penalties for breach but do not have an agreement on both penalties for breach and compensation for damage, the party breaching an obligation is required to be subject to the penalty for breach only.
Article 20. Early termination of finance leasing contracts
1. A finance leasing contract may be terminated early in any of the following cases:
a) The lessor discovers that the lessee has provided untruthful information, breaching the finance leasing contract or agreement or guarantee contract;
b) The finance leased asset is lost or damaged beyond repair and cannot be replaced;
c) The lessor breaches one of the terms and conditions that are grounds for terminating the finance leasing contract, as stipulated in the finance leasing contract;
d) Cases of early termination of the finance leasing contract according to regulations of law and finance leasing contract.
2. The lessor and the lessee shall specify cases of early termination of the finance leasing contract ahead specified in clause 1 of this Article in the finance leasing contract.
In case one party unilaterally terminates the finance leasing contract, the party that unilaterally terminates the finance leasing contract must immediately notify the other party of the contract termination. Contents of the notification of unilateral termination of contract shall be agreed upon by the parties in the finance leasing contract in accordance with regulations of law.
3. Actions taken in case of early termination of a contract are specified in Article 21 of this Circular and relevant regulations of law.
Article 21. Actions taken in case of early termination of finance leasing contracts
1. In case a finance leasing contract is terminated early in the case specified in point a or b clause 1 Article 20 of this Circular, the rental payment shall be made as follows:
a) The lessee must fully pay remaining rental payable under the finance leasing contract prior to the date of early termination of the finance leasing contract, including: principal, rental interest, and interest charged for late payment interest (if any). Rentals shall be recovered in accordance with clause 3 Article 11 of this Circular;
b) The time the lessee must pay the entire rental amount specified in point a of this clause shall be agreed upon by the parties to the finance leasing contract. In case the parties do not reach an agreement, the time the financial lessee must pay all remaining rental payable under the finance leasing contract is the time of early termination of the finance leasing contract.
c) If the lessee fails to make due payment of the entire rental amount specified in points a and b of this clause, that lessee must pay overdue interest charged for the unpaid principal and late payment interest for unpaid interest as agreed in the finance leasing contract.
2. In case the finance leasing contract is terminated early under points c and d clause 1 Article 20 of this Circular, the rental payment shall be made under the finance leasing contract and relevant regulations of law.
3. Regarding disposal of finance leased assets and handling of other issues arising from a finance leasing contract in case the finance leasing contract is terminated early as specified in clause 1 Article 20 of this Circular, the lessor and the lessee shall comply with regulations set out under the finance leasing contract and relevant regulations of law.
Article 22. Examination and supervision of finance leasing
1. The lessor has the right and obligation to examine and supervise the use of finance leased assets and debt repayment by the lessee; has the right to request the lessee to report the use of finance leased assets and provide documents and data proving that the finance leased assets are used for their intended purposes.
2. Regarding a small-value finance leasing amount specified in clause 2 Article 5 of this Circular, the lessor shall implement measures to examine and supervise the use of finance leased assets and debt repayment by the lessee; and have capacity to fully and promptly recover principal and rental interest under the finance leasing contract.
3. Regarding examination and supervision specified in clause 1 and clause 2 of this Article of the leased assets that are asset rights, the lessor and the lessee may agree on an appropriate method in accordance with regulations of law.
Article 23. Documents verifying the ownership and right to use the leased assets
1. Regarding assets requiring registration in accordance with the law:
a) Where the law prescribes that the lessee must hold original copies of documents certifying the ownership and right to use the leased assets, the lessee is entitled to hold such original copies. The lessor and the lessee shall agree on settlement of any related issues arising.
b) Except for the case specified in point a of this clause, during the lease term, the lessor shall hold original copies of documents certifying the ownership and right to use the leased assets. The lessee is entitled to use copies of documents certifying the ownership and right to use the leased assets, certified by competent authorities in accordance with the law, during the use of the leased assets.
2. Regarding assets that do not require registration as prescribed by law, the parties shall agree in the finance leasing contract on the hold of original copies and the provision of copies (if any) of documents verifying the ownership and right to use the leased assets in accordance with the law.
Article 24. Internal regulations
1. Pursuant to the Law on Credit Institutions, this Circular and relevant regulations of law, the lessor shall issue internal regulations on finance leasing, including regulations on finance leasing by electronic means specified in Chapter IV of this Circular (if any), appropriate to the conditions and characteristics of their business activities.
2. Internal regulations on finance leasing shall be applied to the entire system and must contain a mechanism for control, internal audit and risk management in finance leasing activities of the lessor. Such regulations must at least include the following details:
a) Criteria for determination of a lessee, a lessee and their related person(s) as per regulations and finance leasing policies applicable to a lessee, a lessee and their related person(s), regulations on procedures for appraisal, approval and decision on finance leasing;
b) Conditions for finance leasing, cases where finance leasing is not permitted or is restricted as prescribed by law, types of assets not permitted for finance leasing; finance leasing interest rates and rental interest calculation methods; applications for finance leasing and documents sent by the lessee to the lessor as appropriate to the characteristics of the finance leased assets and the lessees;
c) Regulations on risk dispersion in finance leasing activities; methods of monitoring, managing and approving and deciding finance leasing for a lessee, a lessee and their related person(s) at a level 1% or more of the lessor’s equity. Such regulations must be public and transparent in the stages of appraisal, decision on finance leasing and rental rescheduling, thereby preventing conflicts of interest between finance leasing appraisers, decision makers and the lessees that are related persons of such appraisers and decision makers;
d) Principles and criteria for assessing and determining the level of finance leasing risk to lessees, types of finance leased assets, areas which the lessor prioritizes or those restricted from credit extension to serve as a basis for formulation of annual business plans and strategies, measures to manage finance leasing risks to lessees and risk levels of each type of the leased asset;
dd) Procedures for examining and supervising the finance leasing process, use of finance leased assets appropriate to their types and repayment of rentals by the lessee (including small-value financial leasing amount), which contain control before, during and after finance leasing;
e) Regulations on conditions and procedures for approval of rental rescheduling, and exemption from or reduction of interest and fees related to finance leasing activities. The approval and decision on rental rescheduling, and exemption from or reduction of interest and fees related to finance leasing activities shall adhere to the principle that the person deciding such rescheduling, exemption or reduction must not be the person deciding finance leasing, except for the case where the finance leasing was approved by the Board of Directors or the Board of Members;
g) Regulations on jurisdiction, delegation, authorization, and responsibilities of each individual and department for appraisal, decision, and approval of finance leasing; inspection and supervision of finance leasing activities, the lessee’s use of leased assets and rental repayment; debt collection; approval and decision on rental rescheduling (including extension and adjustment to debt repayment term) and exemption from or reduction of interest and fees related to finance leasing activities; where the approval of credit extension and rental rescheduling is granted through a council mechanism, at least two-thirds (2/3) of the members of the rental rescheduling approval council must not be members of the credit extension approval council;
h) Early termination of finance leasing contracts and actions taken in case of early termination; settlement of issues that may arise in finance leasing activities;
i) Identification of risks that may arise during the finance leasing process (including finance leasing by electronic means, risks to types of the leased assets); the process of monitoring, assessment and control of risks; risk management plans;
3. Within 10 days from the date of issuance of new or amended internal regulations, general finance companies and finance leasing companies shall send internal regulations to SBV (the Credit Institution Management and Supervision Department and SBV’s regional branches) in accordance with regulations of law.
Article 25. Principles of purchase and sublease
1. Purchase and sublease transactions must be conducted through an asset purchase contract and finance leasing contract between the purchaser and sublessor, the seller and sublessee. The asset purchase contract takes effect from the effective date of the finance leasing contract.
2. In the purchase and sublease transaction, the purchaser and sublessor hold the ownership of the leased and subleased assets to the seller and sublessee in the form of finance leasing in accordance with regulations on finance leasing in this Circular. The transfer of asset ownership from the seller and sublessee to the purchaser and sublessor shall comply with regulations of law.
3. The purchaser and sublessor shall select the assets and the seller and sublessee having the capability to repay debt to carry out the purchase and sublease transaction in a safe and effective manner.
4. The purchaser and sublessor shall carry out purchase and sublease in VND or foreign currency. The purchase and sublease shall be carried out in a foreign currency when:
a) Assets purchased and subleased are finance leased assets which are imported and meet the requirements in Article 26 of this Circular;
b) The seller and sublessee currently have outstanding debt in the foreign currency that has yet to be paid to the foreign supplier;
c) The seller and sublessee use the purchased and subleased assets to serve their production and business and have enough foreign currency from production and business revenue to pay the rental debt;
a) The purchaser and sublessor are licensed to conduct foreign exchange business and provide foreign exchange services;
e) The purchaser and sublessor proceed to purchase and sublease when the seller and sublessee present complete legal documents about the assets. In case a bank or foreign supplier manages and holds asset-related dossiers, the purchaser and sublessor shall pay for the assets purchased after agreeing with the bank or foreign supplier to receive asset-related dossiers when repurchasing purchased and sub-leased assets;
g) The payment for purchased and subleased assets in foreign currency shall be made:
(i) In case the asset repurchase price is greater than debt owed to the foreign supplier:
The purchaser and sublessor shall directly pay for the purchased and subleased assets to the bank or foreign supplier in the foreign currency corresponding to the corresponding to the debt owed by the seller and sublessee to the foreign supplier. The purchaser and sublessor shall pay the seller and sublessee the difference (between the payment for purchased and subleased asset and the debt owed by the seller and sublessee to the foreign supplier) in VND at the exchange rate of the commercial bank chosen by both parties at the payment date;
(ii) In case the asset repurchase price is lower than debt owed by the seller and sublessee to the foreign supplier:
The purchaser and sublessor shall directly pay for the purchased and subleased assets to the bank or foreign supplier in the foreign currency the corresponding to the value of the purchased and subleased assets. The seller and sublessee shall pay the bank or foreign supplier the remaining deficit.
5. During purchase and sublease, the debt shall be owed in accordance with regulations of this Circular.
Article 26. Purchased and subleased assets
When performing a purchase and sublease transaction, the purchased and sublease asset must meet the following conditions:
1. Be under legal ownership of the seller and sublessee.
2. Not be involved in any dispute.
3. Not be used to secure the fulfillment of other obligations.
4. Be in normal operation, and used normally.
5. Be finance leased assets specified in clause 2 Article 3 of this Circular.
Article 27. Asset purchase contracts
An asset purchase contract must contain the following main details: names and addresses of the parties; purpose of purchasing the asset; asset description; asset purchase price; payment methods; time and place of contract performance, method of contract performance; rights and obligations of the parties; liability for breach of contract, penalties for breach of contract and other details as agreed in accordance with regulations of law on asset purchase and sale.
Article 28. Rights and obligations of the parties to purchase and sublease transactions
1. Purchasers and sublessors have the rights and obligations to:
a) Request sellers and sublessees to provide sufficient information and documents related to the assets (except for cases where banks or foreign suppliers manage and hold asset-related dossiers specified in point e clause 4 Article 25 of this Circular);
b) Request sellers and sublessees to issue legal sales invoices, hand over all documents verifying the ownership and the use right and other relevant documents of the assets;
c) Request sellers and sublessees to compensate for damage caused by disputes related to the assets and asset ownership of sellers and sublessees;
d) Pay sellers and sublessees the amount as agreed in asset purchase contracts;
dd) Properly and fully comply with the terms agreed in asset purchase contracts.
2. Sellers and sublessees have the rights and obligations to:
a) Receive proceeds from the sale of assets paid by purchasers and sublessors as agreed in asset purchase contracts;
b) Provide fully, accurately, and truthfully all information and documents related to the assets at the request of purchasers and sublessors (except for cases where banks or foreign suppliers manage and hold asset-related dossiers specified in point e clause 4 Article 25 of this Circular);
c) Issue legal sales invoices, hand over all documents verifying the ownership of and other relevant documents of the assets;
d) Compensate purchasers and sublessors for damage caused by disputes related to the assets and asset ownership of sellers and sublessees;
dd) Properly and fully comply with the terms agreed in asset purchase contracts.
3. In addition to the rights and obligations specified in clauses 1 and 2 of this Article, purchasers and sublessors, sellers and sublessees have other rights and obligations as per relevant regulations of law.
FINANCE LEASING BY ELECTRONIC MEANS
Article 29. Principles of finance leasing by electronic means
1. General finance companies and finance leasing companies may choose to conduct finance leasing by electronic means. Finance leasing by electronic means shall comply with regulations of this Circular, regulations of law on anti-money laundering, electronic transactions, personal data protection, safety and security for online provision of services in the banking sector, and other relevant laws.
2. Regarding customers establishing a relationship with the lessor for the first time, when identifying and verifying customer identification information by electronic means, the lessor shall identify and verify customer identification information in accordance with regulations issued by the State Bank of Vietnam on opening and use of payment accounts at payment service providers. In cases a customer has already established a relationship with the lessor and customer information identification and verification are complete, the lessor may decide the application of measures, forms, and technologies to verify customer identification information for the purpose of finance leasing by electronic means, according to regulations on safety and security for online provision of services in the banking sector and customer information collected and stored by the lessor.
3. The lessor shall decide its own measures, methods and technologies for finance leasing, bear all risks that arise (if any) and must, at a minimum, meet the following requirements:
a) Measures, methods and technologies chosen by the lessor must comply with security, safety and confidentiality standards according to regulations issued by SBV and the State;
b) Methods of e-transaction authentication must be adopted to confirm the customer’s acceptance to the lessor when conducting electronic transactions during the finance leasing process in accordance with regulations issued by the State Bank of Vietnam and relevant regulations of law.
c) Adequate and detailed documents, information, and data identifying customers during the process of finance leasing must be stored and preserved. Information and data must be stored safely, securely, and backed up, ensuring the adequacy and integrity of the data to serve examination, comparison, and authentication of customers in the process of finance leasing; tracing requests, complaints and disputes must be handled and information must be provided at competent authorities’ request. The period of storage and preservation shall comply with regulations of law on anti-money laundering and law on e-transactions;
d) The lessor must inspect and assess the safety and security of measures, methods, and technologies, and suspend provision of services for upgradation, modification, and improvement in case there are signs of safety hazards;
dd) Specific responsibility shall be delegated to each individual or department involved in formulation, establishment, and operation of information systems serving finance leasing activities by electronic means. In case a risk arises, the lessor must have a mechanism to identify each responsible individual and department and promptly handle any issue or risk that arises to ensure efficiency and safety in the process of finance leasing by electronic means.
4. The information system for finance leasing by electronic means must comply with regulations on assurance of information system security at level 3 or higher according to the Government’s regulations on assurance of security of information systems by classification and SBV’s regulations on security of information systems in banking activities.
5. Regarding other contents of finance leasing activities by electronic means that are not regulated under this Chapter, the lessor may conduct such activities by electronic means in accordance with regulations of law on electronic transactions, regulations of this Circular, and other relevant laws.
Article 30. Applications for finance leasing by electronic means
When having the demand for financial leasing, the lessee must send documents, data, and data messages about the request for finance leasing to the lessor as specified in Article 6 of this Circular and in accordance with the guidelines provided by the lessor.
Article 31. Decision and appraisal of finance leasing by electronic means
When organizing the approval of finance leasing by electronic means, the lessor must adhere to the principle of assigning the responsibilities of each individual and department involved in formulation, establishment, and operation of information systems serving the finance leasing appraisal and decision stages. In case where a risk arises, the lessor must have a mechanism to identify each responsible individual and department and promptly handle any issue or risk that arises to ensure efficiency and safety in the process of approval and decision on finance leasing by electronic means.
Article 32. Agreement on finance leasing by electronic means
The finance leasing agreement shall be made in writing in accordance with regulations of law on electronic transactions and other relevant laws. The electronic contract shall be executed in accordance with regulations of law on electronic transactions and must contain, at a minimum, the contents specified in Article 18 and Article 27 of this Circular.
Article 33. Responsibilities of units affiliated to SBV
1. The Department of Credit shall:
a) Monitor the finance leasing in accordance with this Circular;
b) Act as a conduit to resolve difficulties that arise from finance leasing activities as per this Circular;
2. SBV’s inspectorate shall:
a) Conduct inspection and handle violations committed by general finance companies and finance leasing companies against regulations on implementation of this Circular within its functions and tasks;
b) Cooperate with the Department of Credit in resolving difficulties that rise.
3. The Credit Institution Management and Supervision Department shall:
a) Supervise general finance companies’ and finance leasing companies’ implementation of this Circular within its functions and tasks;
b) Cooperate with the Department of Credit in resolving difficulties that rise.
4. The Department of Finance and Accounting shall instruct credit institutions and foreign bank branches to impose accounting regimes applicable to finance leasing activities.
5. SBV’s regional branches shall be responsible for receiving internal regulations, conducting inspection and examination and handling violations committed by general finance companies and finance leasing companies against regulations on implementation of this Circular within its functions and tasks.
6. The National Credit Information Center of Vietnam shall:
a) Receive and consolidate information about finance leasing provided by general finance companies and finance leasing companies;
b) Provide information about finance leasing activities of general finance companies and finance leasing companies in accordance with regulations on credit information activities of SBV.
This Circular takes effect from August 15, 2026, and replaces the Circular No. 26/2024/TT-NHNN dated June 28, 2024 of the Governor of the State Bank.
Article 35. Transitional provisions
Regarding any finance leasing contract signed before the effective date of this Circular, the general finance company, the finance leasing company and the lessee may continue to comply with the signed agreements until the expiration of the finance leasing contract. In case of any amendment, the finance leasing contract must comply with regulations of this Circular.
Article 36. Organization of implementation
Heads of units affiliated to the State Bank of Vietnam, general finance companies and finance leasing companies shall be responsible for organizing the implementation of this Circular./.
|
PP. THE GOVERNOR Nguyen Ngoc Canh |
