CIRCULAR

OPERATIONS CONDUCTED BY SUBSIDIARIES OR ASSOCIATE COMPANIES OF CREDIT INSTITUTIONS IN THE FIELD OF DEBT AND COLLATERAL MANAGEMENT

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. 96/2025/QH15;

Pursuant to the Government's Decree No. 26/2025/ND-CP on functions, duties, powers and organizational structure of State Bank of Vietnam;

At the request of the Director of Department of System Safety Supervision of Credit Institutions;

The Governor of SBV promulgates Circular on operations conducted by subsidiaries or associate companies of credit institutions in the field of debt and collateral management.

Chapter I

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Article 1. Scope

This Circular provides for operations conducted by subsidiaries or associate companies of commercial banks, general finance companies and finance leasing companies in the field of debt and collateral management.

Article 2. Regulated entities

This Circular applies to:

1. Subsidiaries or associate companies of commercial banks, general finance companies and finance leasing companies in the field of debt and collateral management (hereinafter referred to as “debt management companies”)

2. Commercial banks, general finance companies and specialized finance companies having debt management companies specified in clause 1 of this Article (hereinafter referred to as "credit institutions having debt management companies).

3. Other organizations and individuals related to operations conducted by debt management companies.

Article 3. Operation principles

When conducting operations in the field of debt and collateral management, debt management companies and credit institutions having debt management companies shall adhere to the following principles:

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2. Purchase and sale of debt, debt collateral and disposal of debt collateral must be public and transparent in accordance with regulations of law. 

3. Legitimate rights and interests of debt management companies, credit institutions having debt management companies and relevant organizations and individuals must be protected.

4. Debt management companies that are subsidiaries of credit institutions are only allowed to purchase debts according to Article 7 of this Circular when the following conditions are met:

a) Credit institutions having such debt management companies purchase debts as per law;

b) Credit institutions having such debt management companies have their non-performing loan ratio maintained below 3% in the latest classification according to regulations of the Governor  of State Bank of Vietnam on classification of assets in operations conducted by commercial banks, non-bank credit institutions and foreign bank branches before the signature of debt purchase agreements, except for purchase of debts according to plans for restructuring of credit institutions placed under special control approved by competent authorities (hereinafter referred to as “restructuring plans”).

5. Debt purchase agreements must not be contrary to terms of credit extension contracts or guarantee contracts signed between debt sellers, customers and guarantors.

6. Debt management companies are only allowed to manage debt, settle debt, manage debt collateral, utilize collateral when authorized by credit institutions specified in points a and b of this clause (hereinafter referred to as “the authorizing parties”) and purchase collateral of the authorizing parties. The authorizing parties include:

a) Credit institutions having such debt management companies;

b) Credit institutions that are subsidiaries of credit institutions having such debt management companies.

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Chapter II

OPERATIONS CONDUCTED BY DEBT MANAGEMENT COMPANIES AND RIGHTS AND OBLIGATIONS OF DEBT MANAGEMENT COMPANIES AND AUTHORIZING PARTIES

Article 4. Operations conducted by debt management companies

A debt management company is allowed to conduct the following operations:

1. Debt management and settlement as authorized by the authorizing party as prescribed in Article 6 of this Circular.

2. Management of debt collateral as authorized by the authorizing party as prescribed in Article 6 of this Circular.

3. Utilization of collateral as authorized by the authorizing party through leasing of part of the authorizing party’s business building which is not yet used in accordance with regulations of Article 139 of the Law on Credit Institutions.

4. Debt purchase and sale as prescribed in Article 7 of this Circular.

5. Purchase of bad debt collateral as prescribed in Article 8 of this Circular.

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7. Valuation of collateral of debts during implementation of the operations specified in clauses 1, 2, 4, 5 and 6 of this Article.

Article 5. Settled debts in operations conducted by debt management companies

1. The debt management company shall manage debts and collateral of debts in accordance with clauses 1 and 2 Article 4 of this Circular. To be specific:

a) Overdue debts and bad debts, including bad debts recorded on the balance sheet, bad debts which have been settled by using risk provisions but have not been recovered and recorded as off-balance sheet items, and debts removed from off-balance sheet according to regulations of the Governor of the State Bank (hereinafter referred to as “bad debts”)

b) Debts authorized by Vietnam Asset Management Company (VAMC) to the authorizing party.

The debt management company shall manage debts and collateral of debts authorized by Vietnam Asset Management Company (VAMC) to the authorizing party according to regulations on establishment, organization and operation of Vietnam Asset Management Company (VAMC), in accordance with regulations on re-authorization in the Civil Code.

2. The debt management company shall purchase and sell debts as specified in clause 4 and Article 4, arising from lending, debts to be paid on a third party’s behalf in the guarantee operation, receivables from financial leasing contracts that are overdue debts and bad debts.

Article 6. Management and settlement debts and management and utilization of collateral as authorized by the authorizing party

1. The debt management company shall manage debts and utilize collateral of debts as authorized by the authorizing party in accordance with clause 1 Article 5 of this Circular. To be specific:

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b) Managing and settling debts that have been received by the forms of monitoring, urging recovery of, directly recovering debts, disposing collateral to recover debts; selling debts to other organizations and individuals and other forms in accordance with regulations of law;

c) Managing and disposing collateral that have been received through the forms of inspecting, seizing and selling collateral and other forms as agreed in the collateral contract in accordance with regulations of law; utilizing and using collateral in accordance with regulations of law on assurance of fulfillment of obligations;

d) Conducting other operations related to receipt, management, settlement of debts, utilization and disposal of collateral as authorized by the authorizing party as per law.

2. The authorizing party’s authorization for implementation of the operations specified in clause 1 of this Article must be made into an authorization contract according to regulations of law, a credit extension contract, a guarantee contract (if any) between the credit institution having the debt management company and the customer and other related parties.

Article 7. Debt purchase and sale

1. The debt management company shall purchase and sell the debts according to regulations in clause 2 Article 5 of this Circular. To be specific: 

a) Purchasing debts from the credit institution having the debt management company according to the restructuring plan approved by the competent authority;

b) Purchasing debts from another credit institution or foreign bank branch, except for debts sold by the credit institution having the debt management company or a credit institution that is a subsidiary of the credit institution having the debt management company to such credit institution or foreign bank branch;

c) Purchasing debts from another debt management company, except for debts sold by the credit institution having the debt management company or a credit institution that is a subsidiary of the credit institution having the debt management company to such debt management company;

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2. The debt management company’s purchase and sale of debts specified in clause 1 of this Article must be made into a debt sale/purchase contract according to regulations of law, a credit extension contract, a guarantee contract (if any).

Article 8. Purchase and sale of collateral of bad debts

1. A debt management company that is a subsidiary of a credit institution must not trade in real estate except for the cases specified in clauses 2 and 3 of this Article.

2. A debt management company that is a subsidiary of a credit institution is only allowed to purchase the collateral of the bad debt from the authorizing party during the process of disposal of the collateral of the bad debt for recovery of the debt.

3. When purchasing the collateral as prescribed in clause 2 of this Article, the debt management company must comply with the following regulations:

a) Total purchase price of collateral of the bad debt as prescribed in Article 5 of this Circular must not exceed the charter capital of the debt management company;

b) Within 05 years from the date of purchase of the collateral that is real estate, the debt management company must sell or transfer this collateral. If holding it for more than 05 years, the debt management company must not purchase any additional collateral of the bad debt from the authorizing party.

Article 9. Internal regulations

1. On the basis of regulations in this Circular and relevant laws, each debt management company must establish its internal regulations on management of debts and collateral and purchase and sale of debts. Within 10 working days from the date on which new regulations are issued or regulations are amended, the debt management company shall send 01 copy of its internal regulations on management of debts and collateral and purchase and sale of debts to the State Bank (Credit Institution Management and Supervision Department) and the State Bank’s branch in the region where the unit affiliated to the debt management company is headquartered.

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a) Procedures for receiving, managing and settling debts received;

b) Procedures for receiving, managing and disposing collateral received;

c) Procedures for purchasing and selling debts, applied to entities from which the debt management company purchases or sells debts as prescribed in Article 7 of this Circular;

d) Risk management procedures, applied to management of debts and collateral and purchase and sale of debts;

dd) Responsibilities and obligations of each department and individual related to professional operations conducted by the debt management company.

Article 10. Rights and obligations of debt management companies

1. Conduct operations specified in this Circular.

2. Provide information, documents and data related to debt and collateral management for credit institutions having debt management companies when requested.

3. Develop and promulgate internal regulations in accordance with regulations of this Circular and relevant laws.

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Article 11. Rights and obligations of authorizing parties

1. Manage, inspect and supervise operations of debt management companies, ensuring that they operate in accordance with regulations of this Circular.

2. Establish and independently, equally and transparently execute contracts and other transactions with debt management companies in accordance with regulations of this Circular and relevant laws.

3. Perform other rights and obligations prescribed by this Circular and relevant laws.

Article 12. Report

1. Debt management companies must send financial statements and operation reports to the State Bank (Credit Institution Management and Supervision Department), and units affiliated to debt management companies (any) must send operation reports to the State Bank’s branches in regions where they are headquartered upon request.

2. Debt management companies must report debt purchase and sale to credit institutions having debt management companies to implement regulations issued by the Governor of the State Bank on statistical reports for units affiliated to the State Bank and credit institutions and foreign bank branches.

Chapter III

RESPONSIBLITIES OF UNITS AFFILIATED TO STATE BANK OF VIETNAM

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1. Credit Institution Management and Supervision Department shall receive internal regulations on management of debts and collateral and purchase and sale of debts from debt management companies according to clause 1, Article 9, and reports according to clause 1, Article 12 and clauses 4 and 5, Article 14 of this Circular.

2. Inspectorate of the State Bank of Vietnam shall conduct inspections and handle violations against regulations on debt and collateral management, committed by debt management companies within its jurisdiction and as per law.

3. Regional branches of the State Bank shall conduct inspections and supervision and handle violations against regulations on debt and collateral management, committed by local units affiliated to debt management companies within their jurisdiction and as per law.

4. Department of Credit for Economic Sectors shall monitor and prepare a consolidated report on purchase and sale of debts by credit institutions and foreign bank branches, including debt purchase and sale by debt management companies of credit institutions.

5. Department of System Safety Supervision of Credit Institutions shall resolve issues arising during the implementation of this Circular.  

Chapter IV

IMPLEMENTATION PROVISIONS

Article 14. Entry into force

1. This Circular comes into force from December 01, 2025.

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3. Debt management companies established before the effective date of this Circular must develop settlement plans in accordance with regulations of this Circular. Each settlement plan must include at least the following contents:

a) Operations contrary to regulations;

b) Measures and plans and roadmap for settlement in accordance with regulations of this Circular within 12 months from the effective date of this Circular.

4. Within a maximum period of 60 days from the effective date of this Circular, debt management companies established before the effective date of this Circular must send in person or by post settlement plans as prescribed in clause 3 of this Article to the State Bank (Credit Institution Management and Supervision Department) for supervision.

5. After the deadline specified in clause 3 of this Article, debt management companies that do not meet regulations of this Circular must terminate their operations. Credit institutions having debt management companies shall report to the State Bank (Credit Institution Management and Supervision Department) whether debt management companies have met regulations of this Circular or have terminated their operations.

6. Debt purchase and sale contracts and contracts for other transactions (if any) between debt management companies and customers signed before the effective date of this Circular shall continue to be executed as agreed. Amendments to these contracts must comply with regulations of this Circular.

Article 15. Responsibilities for organization of implementation

Heads of units affiliated to the State Bank; credit institutions having debt management companies; debt management companies are responsible for organizing the implementation of this Circular./.

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PP. THE GOVERNOR
DEPUTY GOVERNOR




Nguyen Thai Son