You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

March 28, 2025

Vietnam’s New Regulations on Bank Guarantees Set to Take Effect

Subscribe to Updates

On October 25, 2024, the State Bank of Vietnam (SBV) issued Circular No. 49/2024/TT-NHNN (“Circular 49”) amending and supplementing certain provisions of Circular No. 11/2022/TT-NHNN dated September 30, 2022, on bank guarantees (“Circular 11”). However, shortly thereafter, the SBV replaced both Circular 11 and Circular 49 with Circular No. 61/2024/TT-NHNN (“Circular 61”) dated December 31, 2024, which incorporates most of the updates from Circular 49 while introducing further amendments to bank guarantee regulations to align with the 2024 Law on Credit Institutions and 2023 Law on Real Estate Business. Circular 61 has an effective date of April 1, 2025.

Below, we highlight some new regulations on bank guarantees under Circular 61, including those that were adopted from Circular 49.

Updated Definitions

Circular 61 broadens the definition of “customer” in bank guarantee relationships, introducing the possibility of a fourth party. Traditionally, a customer would request a credit institution to guarantee its obligations. Under the revised framework, a customer may also request the credit institution to issue a guarantee for another party, such as a parent company requesting a guarantee for its subsidiary. This change establishes a broader scope of parties involved in a bank guarantee relationship, which now includes the customer, the guarantor, the guaranteed party, and the beneficiary.

Circular 61 also updates the definitions of “bank guarantee”, “cross-guarantee”, and “guaranteed party” to align with the term “bank guarantee” as defined in the 2024 Law on Credit Institutions. This includes requirements on mandatory debt acknowledgement.

Bank Guarantees for Sale of Off-Plan Housing

Circular 61, in alignment with Circular 49, the Law on Credit Institutions, and the Law on Real Estate Business, allows foreign bank branches and commercial banks (the “Guarantor”) to guarantee off-plan housing with a detailed procedure.

The guarantee agreement between the Guarantor and the real estate project investor will be effective from the time of signing until the guarantee obligations for all guarantee letters issued to the home purchasers are terminated in accordance with applicable law (e.g., when the real estate project investor fulfills its commitment to hand over the property as stipulated in the off-plan housing purchase/rent-to-own contract), and all obligations of the real estate project investor to the Guarantor under the guarantee agreement have been fully satisfied, unless the parties mutually agree to terminate the guarantee agreement prior to its expiration.

Guarantee agreements that were signed and became effective prior to the effective date of Circular 61 (April 1, 2025) will remain in effect and continue to be implemented in accordance with the terms of the agreements, provided they comply with the applicable legal regulations in force at the time of signing, until the guarantee obligation is fulfilled. However, any amendments or additions to these agreements may only be made if the revised or supplementary content complies with the provisions of Circular 61.

Electronic Guarantee Activities

Circular 61 amends and supplements the minimum requirements for credit institutions and foreign bank branches when developing measures, forms, and technologies to implement electronic guarantee operations. These requirements include, among others, applying appropriate electronic transaction confirmation methods for customers when conducting electronic transactions during the electronic guarantee process; ensuring proper storage and preservation of documents, information, and customer identification data throughout the electronic guarantee process; and clearly defining the specific roles and responsibilities of individuals and departments involved in building, setting up, and operating the information system for credit assessment and decision-making in the electronic guarantee process.

Other New Points

Credit institutions and foreign bank branches are allowed to agree with related parties to use a foreign language for guarantee transactions conducted through the SWIFT system.

Credit institutions and foreign bank branches are required to publicly disclose their guarantee fees.

A foreign bank branch is prohibited from issuing a guarantee in foreign currency for a non-resident institutional client unless the beneficiary is a resident.

Related Professionals

Practices

Banking and Finance

Location

RELATED INSIGHTS​ 

August 19, 2025
On August 6, 2025, Myanmar’s National Defence and Security Council (NDSC) issued Order No. 20/2025, announcing a change in the composition of the country’s Foreign Exchange Supervisory Committee (FESC). The prime minister has been appointed committee chair of the FESC, and five other individuals were appointed to the committee. The order took immediate effect. Originally established in April 2022, the FESC is responsible for approving foreign currency conversion, granting exemptions to foreign exchange restrictions, and permitting overseas transfers of foreign currency. The FESC supervises the flow of foreign currencies for domestic and foreign investment, manufacturing, exports and imports, and service businesses (including education- and health-related initiatives). The FESC is specifically responsible for considering and approving the use of foreign currency for the following: Importing machinery, vehicles, equipment, and raw materials essential for foreign investment and manufacturing projects; Importing fuel, medicine, cooking oil, fertilizer, insecticide, and construction materials not readily available on the domestic market; Covering Myanmar citizens’ needs abroad, such as medical treatment, education, or religious activities; Facilitating imports of general goods, loan repayments, interest payments to foreign lenders, service payments, and profit repatriation from investments; and Importing luxury products, including brand-name goods, jewelry, sports cars, and watches. The FESC is empowered to carry out further duties related to foreign exchange management as assigned by the NDSC Importers, exporters, investors, and business owners are encouraged to consult the most current FESC guidelines and approval lists before conducting transactions in Myanmar. For more details on these FESC composition developments, or on any aspect of financial regulations in Myanmar, please contact Tilleke & Gibbins at [email protected].
Read More
July 25, 2025
On June 17, 2025, the National Assembly of Vietnam adopted Law No. 76/2025/QH15 (Amended LOE) amending and supplementing the 2020 Law on Enterprises, which aims to reshape the legal framework to enhance transparency and alignment with international standards. The Amended LOE took effect from July 1, 2025. Below are key notes on the Amended LOE. Recognition of Beneficial Owners The beneficial owner (BO) concept was previously addressed under Vietnam’s anti-money laundering framework. However, the formal recognition of a BO in the Amended LOE marks a pivotal advancement in embedding ownership transparency into corporate governance, in line with the G7 Financial Action Task Force’s standards on anti-money laundering and counter-terrorism financing. Under the Amended LOE and Decree No. 168/2025/ND-CP of the government dated June 30, 2025, on enterprise registration (Decree 168), a BO is identified through either equity ownership or control rights. Equity ownership: Individuals holding 25% or more of a company’s charter capital or voting shares, either directly or indirectly, qualify as BOs. Indirect ownership is further defined as ownership of at least 25% of charter capital or voting shares through an intermediary organization. Control rights: Individuals with the authority to make or influence major decisions are considered BOs. The actual control over a company includes the power (i) to appoint or remove most or all members of the board of directors or the members’ council or the general director of a company; (ii) to amend the charter; or (iii) to decide other key matters specified in the company’s charter. Notably, individuals representing state ownership in state-owned enterprises are excluded from the scope of the BO concept. Companies are responsible for collecting, updating, and retaining information about BOs and cooperating with authorities when requested to identify BOs, among other obligations. Additionally, any companies registered before July 1, 2025, must
Read More
July 11, 2025
Vietnam’s recent embrace of “regulatory sandboxes” reflects a deliberate policy choice to balance the need for robust oversight with an equally pressing imperative to catalyze innovation. A sandbox is a controlled, time-bound framework in which businesses may pilot emerging technologies, products, or business models under relaxed or tailor-made regulatory requirements, thereby allowing regulators to observe risks in real time while innovators validate commercial viability without bearing the full weight of the traditional compliance regime. By issuing sandbox regulations, the government of Vietnam is signaling its commitment to accelerating digital transformation, attracting investment, and developing a knowledge-based economy, all while safeguarding financial stability, consumer protection, and national security. This strategy is embodied in a suite of instruments that together establish sector-specific sandboxes: Decree No. 94/2025/ND-CP on the Regulatory Sandbox in the Banking Sector (Fintech Sandbox Decree), effective July 1, 2025. Law on Digital Technology Industry (DTI Law), effective January 1, 2026, and Law on Science, Technology and Innovation (STI Law), effective October 1, 2025. Resolution No. 222/2025/QH15 on International Financial Centers (IFC Resolution), effective September 1, 2025. In addition, a draft resolution on the pilot implementation of the crypto-asset market (Draft Crypto Pilot Resolution) is expected to introduce a dedicated sandbox for crypto-asset service providers later this year, further underscoring Vietnam’s holistic, forward-looking approach to regulating emerging technologies. Below is a brief summary of all the regulatory sandboxes, who they are open for, and what businesses are attracted. Fintech Sandbox Decree Under the Fintech Sandbox Decree, besides credit institutions and foreign bank branches, fintech companies operating in Vietnam can apply for a Certificate of Sandbox Participation issued by the State Bank of Vietnam to operate any of the following services in Vietnam: Credit scoring: A solution applicable to information technology systems of credit institutions, branches of foreign banks, and fintech
Read More
July 4, 2025
On July 3, 2025, the Trade Competition Commission of Thailand (TCCT) officially announced an invitation for stakeholders to participate in a public survey to gather feedback on the flexibility and appropriateness of credit terms across different business sectors for goods and services. The TCCT initially introduced guidelines on unfair trade practices related to credit terms applicable to small and medium-sized enterprises (SMEs) in 2021, with amendments following in 2022. The guidelines have had a wide impact, as businesses have had to adapt their payment procedures and practices, particularly those for dealing with SMEs, to comply with the guidelines. The TCCT is now seeking comprehensive feedback from businesses and other stakeholders to evaluate the effectiveness and practicality of these guidelines. The collected responses may potentially lead to future amendments aimed at enhancing fairness and efficiency in business transactions. To summarize the core principles, the guidelines aim to improve the liquidity and cash flow of SMEs, stipulating payment terms of: Within 30 days for agricultural products or primary agricultural processing involving non-complex production. Within 45 days for trade, manufacturing, and service sectors. The guidelines also identify practices deemed unfair, including: Unjustified delays in payment beyond agreed credit terms. Changes to credit terms or contractual conditions without at least 60 days’ advance notice. Other unfair conduct or credit term conditions that impose excessive burdens on an SME. Interested stakeholders are encouraged to submit their feedback through the TCCT’s online survey form available via their official public media channels. The survey is open for responses until July 20, 2025.
Read More