EXPANDING OPPORTUNITIES FOR ACCESS TO CAPITAL THROUGH FINANCIAL LEASING

On 16 June 2026, the State Bank of Vietnam issued Circular No. 31/2026/TT-NHNN governing financial leasing activities of general finance companies and financial leasing companies. The Circular will take effect on 15 August 2026, replacing Circular No. 26/2024/TT-NHNN.

Circular 31 updates the regulatory framework for financial leasing to better accommodate evolving financing needs and digital business models. The new rules are expected to facilitate access to medium- and long-term financing while providing greater flexibility for financial leasing companies to develop new products and services.

Expansion of Eligible Leased Assets

A key development under Circular 31 is the expansion of assets eligible for financial leasing. In addition to traditional assets such as machinery, equipment, tools and means of transport, the Circular now permits financial leasing of property rights, including software, exploitation rights, intellectual property rights, data and other property rights, provided that such assets are not prohibited from ownership, trading, use or import/export under applicable law.

This amendment broadens financing opportunities for businesses that rely heavily on intangible assets, particularly technology companies, innovative enterprises and intellectual property-intensive businesses.

Higher Threshold for Small-Value Financial Leases

Circular 31 raises the threshold for small-value financial leases from VND 100 million to VND 400 million. Eligible transactions are subject to simplified eligibility requirements and documentation compared to ordinary financial leasing transactions.

The revised threshold is expected to streamline approval procedures and improve financing accessibility, particularly for small and medium-sized enterprises (“SMEs”).

Framework for Electronic Financial Leasing

For the first time, Circular 31 introduces a dedicated regulatory framework for electronic financial leasing.

Financial institutions may provide financial leasing services through electronic means, provided they comply with applicable requirements on customer identification, electronic transactions, anti-money laundering, personal data protection and information system security.

Notably, the Circular removes the previous cap on the value of financial leasing transactions eligible for electronic approval, supporting further digitalisation of credit activities.

Clarification of Sale and Leaseback Transactions

Circular 31 also clarifies the requirements applicable to sale and leaseback transactions. The leased asset must be lawfully owned by the seller-lessee, free from disputes, not subject to any security interest securing other obligations, and remain in normal operating condition.

These requirements are intended to strengthen legal certainty and mitigate transaction risks.

Enhanced Internal Governance Requirements

The Circular requires finance companies and financial leasing companies to establish comprehensive internal regulations governing appraisal, approval, supervision, risk management, debt restructuring, interest and fee waivers, and the allocation of responsibilities throughout the credit approval process.

These requirements are expected to improve transparency, strengthen risk management and promote greater consistency in financial leasing operations.

Key Considerations for Businesses

While Circular 31 expands the scope of eligible leased assets, businesses should carefully assess the legal status, transferability and valuation of intangible assets before using them in financial leasing transactions.

Finance companies and financial leasing companies should also review and update their internal policies, standard documentation and technology systems to ensure compliance before the Circular takes effect.