CIRCULAR

LICENSING, ORGANIZATION AND OPERATION OF NON-BANK CREDIT INSTITUTIONS

The Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from February 08, 2016, is amended by:

The Circular No. 15/2016/TT-NHNN dated June 30, 2016 of the Governor of the State Bank of Vietnam providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

The Circular No. 17/2018/TT-NHNN dated August 14, 2018 of the Governor of the State Bank of Vietnam providing amendments to Circulars on licensing, business network and foreign exchange operations of credit institutions and foreign bank branches, which comes into force from October 01, 2018.

The Circular No. 01/2019/TT-NHNN dated February 01, 2019 of the Governor of the State Bank of Vietnam providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

Pursuant to the Law on State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

Pursuant to the Law on Credits Institutions No. 47/2010/QH12 dated June 16, 2010;

Pursuant to the Law on enterprises No. 68/2014/QH13 dated November 26, 2014;

Pursuant to the Government’s Decree No. 156/2013/ND-CP dated November 11, 2013 defining the functions, tasks, powers and organizational structure of the State bank of Vietnam;

Pursuant to the Government’s Decree No. 39/2014/ND-CP dated May 07, 2014 on operations of financial companies and finance lease companies;

At the request of the Head of the SBV Banking Supervision Agency;  

The Governor of the State Bank of Vietnam promulgates a Circular prescribing licensing, organization and operation of non-bank credit institutions [1],[2],[3].

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Circular introduces regulations on issuance of establishment and operation licenses to non-bank credit institutions (hereinafter referred to as “license”), organization and operation of non-bank credit institutions.

Article 2. Regulated entities

1. Finance companies.

2. Finance lease companies.

3. Organizations and individuals involved in the licensing, organization and operation of non-bank credit institutions.

Article 3. Definitions

For the purpose of this Circular, the terms below are construed as follows:

1. “home country” means the country where a foreign credit institution is established and headquartered.

2. “non-bank credit institution“ means a finance company or a finance lease company.

3. “foreign credit institution” making capital contributions to a non-bank credit institution means a bank, finance company, financial corporation or finance lease company that is duly established and operating in a foreign country in accordance with its national legislation. A foreign credit institution that is a finance lease company may only make capital contributions to a finance lease company in Vietnam.

4. “Vietnamese commercial bank” means a commercial bank established and operating in Vietnam.

5. “founding shareholder” means any shareholder that owns at least an ordinary share and whose signature appears on the list of founding shareholders of a joint-stock non-bank credit institution.

6. “contributing member” means any Vietnamese enterprise, Vietnamese commercial bank or foreign credit institution that makes capital contributions to a multi-member limited liability non-bank credit institution.

7. “founding member” means a contributing member whose signature appears on the list of founding members of a multi-member limited liability non-bank credit institution.

8. “owner” means a Vietnamese commercial bank or foreign credit institution that owns the entire charter capital of a single-member limited liability non-bank credit institution.

9. “founding meeting” means a meeting of founding shareholders, founding members and other contributing members that:

a) Ratify the draft charter of the non-bank credit institution, project on establishment of the non-bank credit institution, list of proposed personnel to be elected or appointed to act as Chairperson and members of the Board of Directors, those of the Board of Members, head and members of the Control Board, and General Director (Director) of a non-bank credit institution for the first term of office;

b) Elect preparatory board and its head;

c) Decide other matters relevant to the establishment of a non-bank credit institution.

10. “preparatory board” is comprised of persons who are included in the list of proposed personnel to be elected or appointed to act as Chairperson and members of the Board of Directors, those of the Board of Members, head and members of the Control Board, and General Director (Director) of a non-bank credit institution for the first term of office and act on behalf of the founding shareholders, owner, founding members and other contributing members to perform duties relevant to the application for a license.  A preparatory board must be comprised of at least 02 members one of which is its head.

11. “founding general meeting” means a general meeting that is held by founding shareholders, contributing shareholders, founding members and other contributing members after the State Bank of Vietnam (hereinafter referred to as “SBV”) approves the principles of establishment to:

a) Ratify charter of the non-bank credit institution;

b) Elect of appoint members of the Board of Directors, Board of Members and Control Board for the first term of office according to the list of proposed personnel approved by SBV;

c) Ratify regulations on organization and operation of the Board of Directors, Board of Members and Control Board;

d) Decide other matters relevant to the establishment of a non-bank credit institution.

12. “leased assets” mean machinery, equipment, means of transport (except ships, boats and airplanes) which are not included inthe announced lists of goods banned from trading, import and export.

13. “lessor” (including buyer-lessors) means a finance lease company or finance company licensed to engage in finance lease in accordance with regulations of law.

14. [4] “lessee” (including seller-lessees) means a legal or natural person that operates in Vietnam and directly uses the leased asset to serve their operations.

When a household or an artel or organization without acquiring a legal status wishes to enter into a finance lease contract, such finance lease contract shall be concluded and performed by its member or authorized representative.

15. “rental” means an amount of money paid by the lessee to the lessor as agreed upon in a finance lease or operating lease contract.

16. “operating lease” means a lease wherein a finance lease company leases an asset to an operating lessee for a particular period on the principle that the leased asset must be returned upon expiry of the lease period. The finance lease company shall own the leased asset during the lease period. The operating lessee shall use the leased asset and pay rentals during the lease period as specified in the operating lease contract.

17. [5] “operating lessee” means a legal or natural person that operates in Vietnam.

When a household, artel or organization without acquiring a legal status wishes to enter into an operating lease contract, such operating lease contract shall be concluded and performed by its member or authorized representative.

18. “lease term” means a period of time starting from the time when the lessee begins to incur rental debts under a finance lease contract and ending on the time when such rental debts have been fully paid.

19. “payment period” means a set of periods of time constituting the lease term agreed upon between the lessor and the lessee and, at the end of each of these periods, the lessee is obliged to pay the rental debt in part or in full to the lessor.

20. “rental debt rescheduling” means the lessor’s consent to adjustments to payment periods or extension of lease term when the lessee is unable to pay rental debts as agreed upon in the finance lease contract according to the following provisions:

a) Adjustment to a payment period is defined as the lessor’s consent to extend the agreed period of payment of the rental principal and/or interest in part or in full while the lease term is kept unchanged;

b) Extension of lease term is defined as the lessor’s consent to extend the payment of the rental principal and/or interest for a period exceeding the agreed lease term.

Article 4. Forms of organization of non-bank credit institutions

1. A domestic non-bank credit institution shall be established and organized in one of the following forms:

a) A joint-stock company established by shareholders that are organizations and individuals making capital contributions as regulated;

b) A single-member limited liability company that is owned by a Vietnamese commercial bank;

c) A multi-member limited liability company whose capital is contributed by Vietnamese commercial banks and Vietnamese enterprises (in which a Vietnamese commercial banks must own at least 30% of its total charter capital) or by Vietnamese commercial banks only.

2. A joint-venture non-bank credit institution shall be established and organized in the form of a multi-member limited liability company with capital contributed by a Vietnamese party (including one or more Vietnamese commercial banks and enterprises) and a foreign party (including one or more foreign credit institutions) on the basis of a joint venture agreement.

3. A wholly foreign-owned non-bank credit institution shall be established and organized in the form of a single-member limited liability company owned by a foreign credit institution or in the form of a multi-member limited liability company whose capital is contributed by foreign credit institutions.

Article 5. Operation duration

1. The operation duration of a non-bank credit institution is specified in its license and shall not exceed 50 years.

2. Procedures and application for change of the operation duration of a non-bank credit institution shall comply with SBV’s regulations.

Article 6. Charter capital

1. The charter capital of a non-bank credit institution is the capital actually allocated or contributed by shareholders or contributing members, recorded in its charter and equal to at least the legal capital as prescribed by law.

2. Any increase or decrease in the charter capital of a non-bank credit institution and actions in the case where the actual value of the decreased charter capital is lower than the legal capital shall comply with regulations of law.

3. Percentages of the charter capital contributed by contributing members or owned by shareholders in a non-bank credit institution shall comply with regulations of law.

Chapter II

LICENSING

Section 1. GENERAL PROVISIONS

Article 7. License

1. The SBV shall stipulate banking and other business operations specified in the license issued to a non-bank credit institution according to the license form in Appendix 09A, 09B, 09C or 09D enclosed herewith corresponding to each type of non-bank credit institutions.

2. The issued license shall be used in accordance with Article 27 of the Law on credit institutions.

3. If a license was lost, torn, burned or otherwise destroyed, the non-bank credit institution shall prepare a written request for a duplicate of the license from the master register, in which reasons must be indicated, and send it by post or directly to SBV.

Within 05 working days from receipt of the written request, SBV shall consider issue a duplicate license from the master register to the non-bank credit institution.

Article 8. Licensing procedures

1. The preparatory board shall prepare an application for the license as prescribed in Article 13, Article 14, Clause 1 through 3 Article 15, Clause 1 through 6 Article 16 hereof and send it by post or directly to SBV.

Within 30 days from receipt of the application, the SBV shall give a written confirmation of receipt of an adequate application to the preparatory board. If the application is inadequate, the SBV shall request the preparatory board in writing to complete it.

2. Within 90 days from the date on which the confirmation of receipt of an adequate application is given, the SBV shall give a written approval for the principles of establishment of the non-bank credit institution. If the application is refused, the SBV shall give its written reasons to the applicant.

3. Within 60 days from receipt of written approval for the principles of establishment of the non-bank credit institution, the preparatory board shall prepare additional documents as prescribed in Clause 4 Article 15, Clause 7 Article 16 hereof, and send them by post or directly to the SBV. Over the said time limit, if the SBV does not receive or inadequately receives the required documents, the given approval will be no longer valid.

Within 05 working days from receipt of adequate documents as required, the SBV shall give a written confirmation of receipt of adequate documents.

4. Within 30 days from receipt of adequate documents as required, the SBV shall issue a license as prescribed. If the SBV refuses to issue a license, its written reasons shall be given to the applicant.

Article 9. Licensing fees

1. Licensing fees shall be paid in accordance with regulations of the Law on fees and charges.

2. Within 15 days from the date of issue of a license, the non-bank credit institution shall pay the required licensing fee at SBV.

Article 10. Commencement of business

1. A licensed non-bank credit institution that is granted the license may only start its business from the business commencement date.

2. In order to start its business, the licensed non-bank credit institution shall be required to meet all of the requirements laid down in Clause 2 Article 26 of the Law on Credit Institutions.

3. The licensed non-bank credit institution shall submit by post or directly a written notification of fulfillment of business commencement requirements as prescribed in Clause 2 of this Article at least 15 days before the planned business commencement date according to the following provisions:

a) If a non-bank credit institution is headquartered at the province or city where an Office of the SBV Banking Supervision Agency is located, the notification shall be submitted to the SBV Banking Supervision Agency (via the Office of the SBV Banking Supervision Agency) [6];

b) If a non-bank credit institution is headquartered at the province or city where an Office of the SBV Banking Supervision Agency is not established, the notification shall be submitted to the SBV’s provincial branch.

4. The non-bank credit institution shall commence its business within 12 months from the date of issue of its license; over this time limit, if the licensed non-bank credit institution fails to commence its business, the SBV shall revoke its license.

Section 2. FOUNDING SHAREHOLDERS, OWNER AND FOUNDING MEMBERS [7]

Article 11. Founding shareholders [8]

1. [9] (abrogated)

2. [10] (abrogated).

3. [11] (abrogated).

4. A founding shareholder must not join another credit institution established and operating in Vietnam as a strategic shareholder, founding shareholder, owner or founding member.

5. [12] Founding shareholders are not allowed to use mobilized funds or funds borrowed from other entities as contributed capital.

6. Notwithstanding the provisions in Clause 2 through 5 of this Article, a founding shareholder who is an individual must:

a) [13] hold the Vietnamese citizenship;

b) not be prohibited from establishment of enterprises as provided for in the Law on enterprises and the Law on officials.

7. Notwithstanding the provisions in Clause 2 through 5 of this Article, a founding shareholder that is an organization must:

a) be established in accordance to the law of Vietnam;

b) have a profitable business for the last 03 fiscal years preceding the year in which the application for the license is submitted and by the time the complete application for the license is submitted;

c) have fulfilled its tax and social insurance obligations according to laws by the time the application for the license is submitted;

d) A Vietnamese enterprise (except Vietnamese commercial bank) must also:

 (i) maintain the owner's equity of at least VND 500 billion and total assets of at least VND 1,000 billion in the last 03 fiscal years preceding the year in which the application for the license is submitted. If the enterprise’s business line is subject to legal capital requirements, it must ensure that the difference between the owner's equity, as recorded in the audited financial statements of the fiscal year preceding the year in which the application for the license is submitted, and the legal capital shall not be smaller than the promised capital contribution;

 (ii) If an enterprise is licensed to operate in securities and insurance sectors, it must comply with capital contribution requirements laid down in relevant laws;

dd) A Vietnamese commercial bank must also:

 (i) have total assets of at least VND 100,000 billion, have fully complied with regulations on risk management and set aside provisions for losses as required at the time the application for the license is submitted and by the time the complete application for the license is submitted;

 (ii) have not violated SBV’s regulations on limits and prudential ratios in the year preceding the year in which the application for the license is submitted and by the time the complete application for the license is submitted;

 (iii) maintain the minimum capital adequacy ratio upon completion of capital contributions to the non-bank credit institution;

 (iv) have not incurred any penalties for administrative violations in monetary and banking sector in the last 02 years preceding the year in which the application for the license is submitted and by the time the complete application for the license is submitted.

Article 12. Owner and founding members [14]

1. A founding member that is a Vietnamese enterprise (except Vietnamese commercial banks) must:

a) comply with the provisions in Clause 2 through 5 and Points a, b, c Clause 7 Article 11 hereof;

b) maintain the owner's equity of at least VND 1,000 billion and total assets of at least VND 2,000 billion in the last 03 fiscal years preceding the year in which the application for the license is submitted. If the enterprise’s business line is subject to legal capital requirements, it must ensure that the difference between the owner's equity, as recorded in the audited financial statements of the fiscal year preceding the year in which the application for the license is submitted, and the legal capital shall not be smaller than the promised capital contribution;

c) If an enterprise is licensed to operate in securities and insurance sectors, it must comply with capital contribution requirements laid down in relevant laws.

2. The owner or founding member that is a Vietnamese commercial bank shall comply with the provisions in Clause 2 through 5 and Points b, c, dd Clause 7 Article 11 hereof.

3. The owner or founding member that is a foreign credit institution must:

a) comply with the provisions in Point b Clause 7 Article 11 hereof;

b) have total assets of more than USD 10 billion at the end of the year preceding the year in which the application for the license is submitted;

c) have not committed any serious violations against regulations on banking operations and other laws of the home country in the last 05 years preceding the year in which the application for the license is submitted and by the time the complete application for the license is submitted;

d) have experience of international transactions; be rated “stable” or better by international credit rating organizations; be able to perform financial commitments and normal operations even in cases of unfavorable economic conditions;

dd) be evaluated by competent authorities of its home country as able to ensure capital adequacy ratio and other prudential ratios, and have fully complied with regulations of the home country on risk management and establishment of provisions for losses in the year preceding the year in which the application for the license is submitted and by the time the complete application for the license is submitted;

e) not join another credit institution established and operating in Vietnam as a strategic shareholder, founding shareholder, owner or founding member;

g) If the foreign credit institution is a finance lease company, total balance of finance leases and loans provided must be accounted for at least 70% of its total assets.

4. Within 05 years from the date of issue of the license, the owner and founding members of a limited liability non-bank credit institution shall be required to own 100% of its charter capital.

Section 3. APPLICATION FOR LICENSING

Article 13. Rules for preparation of application

1. All documents included in an application for the license must bear the signature of the preparatory board head, unless otherwise prescribed herein. Heading of any document signed by the preparatory board head contains the phrase “Preparatory Board” and name of the non-bank credit institution.

2. An application for the license issued to a domestic non-bank credit institution shall be prepared in 01 set of documents in Vietnamese.

3. An application for the license issued to a joint-venture non-bank credit institution or wholly foreign-owned non-bank credit institution shall be prepared in 02 sets of documents (one in Vietnamese and one in English), of which:

a) The set of application in English must bear consular legalization as prescribed by law, except the following documents:

 (i) The documents sent by competent authorities of the home country directly to SBV;

 (ii) Financial statements;

b) The translator’s signature appearing on a translation from English into Vietnamese must be certified in accordance with Vietnam’s regulations on certification;

c) Translations of financial statements must be certified by licensed translation service providers as prescribed by law.

4. The copies of documents/qualifications must be copies from the master registers or certified true copies or presented with their originals for verification purpose.

5. Each set of application must include a list of documents.

Article 14. General application for licensing

A general application for licensing includes:
1. An application form for licensing made according to the form in Appendix No. 01 hereof and signed by founding shareholders, owner or founding members.

2. The draft charter of the non-bank credit institution ratified by the founding meeting or approved by its owner.

3. The project on establishment of the non-bank credit institution ratified by the founding meeting or approved by its owner, including, inter alia, the following contents:

a) The necessity of establishment;

b) [15] Name and type of the non-bank credit institution, province or city where it will be headquartered, operation duration, charter capital, business lines and its capacity to meet requirements for banking operations as prescribed in the Government’s Decree No. 39/2014/ND-CP dated May 07, 2014 on operations of finance companies and finance lease companies (hereinafter referred to as “Decree No. 39/2014/ND-CP”);

c) Financial capability of founding shareholders, contributing shareholders, owner, founding members and contributing members;

d) The organizational chart and business network within the first 03 years;

dd) The list of proposed personnel, containing description of qualifications and working experience of finance, banking and risk management of each person to meet requirements for each of the following positions:

 (i) Chairperson, members, independent members of Board of Directors, Board of Members; heads of committees affiliated to Board of Directors, Board of Members;

 (ii) Head, members and full-time members of Control Board;

 (iii) General Director (Director), Deputy General Directors (Deputy Directors), Chief accountant and heads of departments/divisions within the organizational chart;

e) Risk management policies: Identification, measurement, prevention, management and control of credit losses, operational risks, market risks, liquidity risks and other risks incurred during operation;

g) Information technology (IT):

 (i) The plan for investment in IT system, including description of the IT system which must meet business administration and risk management requirements of the non-bank credit institution and other SBV’s regulations;

 (ii) Duration of technology investment; types of technologies to be applied; proposed employees and their capacity to meet IT application requirements; capacity for integrating and connecting with SBV’s management system for the purpose of providing information as requested by SBV and effectively supporting the SBV’s management system;

 (iii) Documents relating to the IT system;

 (iv) Measures for ensuring information security and confidentiality during operation;

 (v) Identification, measurement and plans for management of risks to technologies to be applied;

 (vi) Responsibility to report and control operation of the IT system;

h) Sustainable development capacity:

 (i) Market analysis and assessment, including actual situation, challenges and prospects;

 (ii) Capacity for participation and competition in the market, including proved benefits of market participation;

 (iii) Strategies for development and expansion of business network and banking operations, clients, including detailed analysis on eligibility to operate in conditional business lines;

i) Internal control and audit systems:

 (i) Operating rules of the internal control system;

 (ii) Draft internal regulations on organization and operation of the non-bank credit institution, including, inter alia, the internal regulations set forth in Clause 2 Article 93 of the Law on Credit Institutions and the following:

- - Regulations on organization and operation of the Board of Directors, Board of Members, Control Board and executives;

- Regulations on organization and operation of headquarters, branches and other affiliated units;

 (iii) Internal audit contents and procedures;

k) The business plan for the first 03 years, which includes, inter alia, the following contents: Market analysis, and business strategies, objectives and plans; expected financial statements of each year (including balance sheet, income statement, cash flow statement, minimum capital adequacy ratios, business performance indicators and capacity to achieve financial indicators in each year).

4. Documentary evidences of competency of management, control and executive boards:

a) [16] CV made according to the form in the Appendix No. 02 enclosed herewith; Criminal records:

Regarding a Vietnamese national: The criminal record must be issued by the agency managing criminal record database and contain adequate information about criminal records (including the criminal records that have been or not been expunged) and prohibition from holding certain positions, incorporation and management of enterprises and cooperatives;

Regarding a person who does not hold the Vietnamese nationality: The criminal record or another document of equivalent validity (which contains adequate information about criminal records, including the criminal records that have been or not been expunged, and prohibition from holding certain positions, incorporation and management of enterprises and cooperatives) must be issued by a Vietnamese competent authority or foreign competent authority as prescribed;

Such criminal record or another document of equivalent validity must be issued by a competent authority within the last 06 (six) months before the date on which the application for the license is submitted;

b) The copies of qualifications proving their professional competence;

c) Other documentary evidences of the fulfillment of conditions and standards as prescribed in the Law on Credit Institutions and other relevant laws;

 d) If a person to be appointed to act as a member of the Board of Directors, Board of Members, Control Board or General Director (Director) does not hold the Vietnamese nationality, in addition to the abovementioned documents, documents proving his/her eligibility to stay and work in Vietnam must be submitted.

5. The record of the founding meeting or the owner’s document ratifying or approving the draft charter, the project on establishment of the non-bank credit institution, list of persons to be appointed to management board, control board, executives, preparatory board and preparatory board head. 

Article 15. Application for licensing for a joint-stock non-bank credit institution

1. The documents prescribed in Article 14 hereof.

2. The list of founding shareholders and contributing shareholders made according to the form in Appendix No. 03 enclosed herewith.

3. Documents of contributing shareholders:

a) For an individual shareholder: 

 (i) The request for purchase of shares made according to the form in Appendix No. 04A enclosed herewith;

 (ii) The list of related persons made according to the form in Appendix No. 05 enclosed herewith;

b) For an individual who is a founding shareholder:

 (i) The documents prescribed in Point a of this Clause;

 (ii) [17] CV made according to the form in the Appendix No. 02 enclosed herewith; The criminal record which is issued by the agency managing criminal record database and contains adequate information about criminal records (including the criminal records that have been or not been expunged) and prohibition from holding certain positions, incorporation and management of enterprises and cooperatives;

Such criminal record must be issued by a competent authority within the last 06 (six) months before the date on which the application for the license is submitted;

 (iii) The statement of credit relationships made according to the form in Appendix No. 06 enclosed herewith;

 (iv) [18] (abrogated)

c) For an institutional shareholder:

 (i) The request for purchase of shares made according to the form in Appendix No. 04B enclosed herewith;

 (ii) The list of related persons made according to the form in Appendix No. 05 enclosed herewith;

 (iii) The copy of the establishment license or enterprise registration certificate or equivalent document;

 (iv) The power of attorney giving authorization to a person representing its stake at the non-bank credit institution as prescribed by law;

 (v) The copy of its organization and operation charter;

 (vi) The copies of ID cards or Citizen’s Identity Cards [19] or passports of the legal representative and representative for its stake at the non-bank credit institution;

 (vii) The written approval given by a competent authority for its capital contribution to the non-bank credit institution;

 (viii) The financial statements of the year preceding the year in which the application for the license is submitted and the financial statements by the time the complete application for the license is submitted, which have been audited by independent audit organizations and do not contain qualified opinions. If audited financial statements are not yet available at the date of submission, the organization shall submit unaudited financial statements but must provide the audited ones immediately after the auditor's report is given and assume responsibility for contents of the submitted financial statements;

 (ix) The report on financial capability to make capital contribution to the non-bank credit institution of the organization that is not a commercial bank, made according to the form in Appendix No. 08 enclosed herewith;

 (x) The confirmations of fulfillment of tax and social insurance obligations given by the tax authority and social insurance authority;

d) If an organization is a founding shareholder:

 (i) The documents prescribed in Point c of this Clause;

 (ii) [20] CV made according the form in the Appendix No. 02 enclosed herewith; The criminal record of the legal representative or the person who is authorized to represent the organization's stake in the non-bank credit institution as regulated in Point a Clause 4 Article 14 hereof;

 (iii) The statement of credit relationships made according to the form in Appendix No. 07 enclosed herewith;

 (iv) [21] (abrogated)

 (v) The financial statements of the last 03 years preceding the year in which the application for the license is submitted, which have been audited by independent audit organizations and do not contain qualified opinions. If audited financial statements of the previous year are not yet available at the date of submission, the organization shall submit unaudited financial statements but must provide the audited ones immediately after the auditor's report is given and assume responsibility for contents of the submitted financial statements.

4. Upon receipt of the written approval for principles of establishment, the preparatory board shall submit a complete application for licensing which includes:

a) The charter of the non-bank credit institution ratified by the founding general meeting;

b) The record and resolution of the founding general meeting giving approval for the charter and appointment of members of the Board of Directors, Control Board, and regulations on organization and operation of the Board of Directors, Control Board;

c) The record of the meeting of the Board of Directors on appointment of the Chairperson of the Board of Directors; The record of the meeting of the Control Board on appointment of the head and full-time members of the Control Board;

d) Decisions of the Board of Directors on appointment of General Director (Director), Deputy General Directors (Deputy Directors), and Chief Accountant;

dd) The confirmation given by a Vietnamese commercial bank where the preparatory board opens the capital contribution account to certify the capital amounts contributed by shareholders;

e) Documents proving the lawful ownership or right to use the location where it is headquartered;

g) Internal regulations on organization and operation of the non-bank credit institution prescribed in Point i(ii) Clause 3 Article 14 hereof, which have been ratified by the founding general meeting, Board of Directors;

h) [22] The reports made by the founding shareholder that is a Vietnamese commercial bank or enterprise on its compliance with the provisions in Clause 7 Article 11 hereof for the period from the time of submission of the application for license to the time the complete application for license is submitted.

Article 16. Application for licensing for a limited liability non-bank credit institution

1. The documents prescribed in Article 14 hereof.

2. The list of founding members and contributing members made according to the form in Appendix No. 03 enclosed herewith.

3. The joint venture agreement, which contains all of contents required by law and the following:

a) Name and address of the joint-venture non-bank credit institution;

b) Name and address of the parties of the joint venture and their legal representatives;

c) Operation duration of the joint venture;

d) The charter capital, percentage and amount of capital contributed by each party, method and progress of contribution of charter capital;

dd) Rights and obligations of parties of the joint venture;

e) Number and ratio of members of the Board of Members, Control Board and Board of Directors appointed by each party of the joint venture;

g) Planned departments/divisions and employees for initial period of each party (number of employees holding Vietnamese nationality and those holding foreign nationality);

h) Principles for accounting, reporting, establishing and using funds; distributing profits and handling business losses;

i) Procedures for solving disputes arising between the parties during the performance of the joint venture agreement, procedures for liquidation, dissolution, merge and consolidation of the joint-venture non-bank credit institution;

k) Conditions for amending the joint venture agreement;

Lawful representatives of the parties of the joint venture must initial each page of the joint venture agreement and duly sign its final page.

4. The agreement on capital contribution made between founding members of the limited liability non-bank credit institution.

5. Documents of the owner or founding member that is a Vietnamese commercial bank or enterprise:

a) The documents prescribed in Point d Clause 3 Article 15 hereof, excluding the request for purchase of shares;

b) Reports on establishment, operation and development orientations of the owner or founding member by the time the application for the license is submitted.

6. Documents of the owner or founding member that is a foreign credit institution:

a) The documents prescribed in Clause 5 of this Article, except Point c(ii), c(ix), c(x) Clause 3 Article 15 hereof;

b) The written approval given by a competent authority of the home country for the foreign credit institution's establishment of a joint venture non-bank credit institution and wholly foreign-owned non-bank credit institution in Vietnam. If no competent authorities of the home country issue this document according to its national legislation, written certifications given by competent authorities of the home country or legislative documents of the home country stipulating this matter must be provided but they must bear the consular legalization, be translated into Vietnamese and certified in accordance with regulations of law;

c) The document given by a competent authority of the home country to provide the following information about the foreign credit institution:

 (i) Its business lines licensed at the home country at the time of submission of the application for the license;

 (ii) Its compliance with the law on banking operations and relevant laws within the last 05 years preceding the year in which the application for the license is submitted and by the time of submission of the application;

 (iii) Its capital adequacy ratio and other prudential ratios as prescribed by the home country in the year preceding the year in which the application for the license is submitted and by the time of submission of the application;

 (iv) Its compliance with regulations of the home country on risk management and establishment of required provisions in the year preceding the year in which the application for the license is submitted and by the time of submission of application;

d) The credit rating report or document issued by an international credit rating agency to the foreign credit institution within 06 months before the time of submission of application;

dd) The written commitment given by a competent authority of the home country to ensure the consistent supervision of operations of the foreign credit institution in accordance with international practices;

e) The written commitments given by the owner and founding members to:

 (i) provide assistance in finance, technologies, administration, management and operation to the joint-venture non-bank credit institution or the wholly foreign-owned non-bank credit institution;

 (ii) ensure that the actual value of charter capital of the limited liability non-bank credit institution shall not be smaller than the legal capital, and fully comply with SBV’s regulations on operational safety.

7. Upon receipt of the written approval for principles of establishment, the preparatory board shall submit a complete application for licensing which includes:

a) The charter of the non-bank credit institution ratified by the Board of Members;

b) The confirmation given by a Vietnamese commercial bank where the preparatory board opens the capital contribution account to certify the capital amounts contributed by the owner or founding members; 

c) Documents proving the lawful ownership or right to use the location where it is headquartered;

d) Internal regulations on organization and operation of the non-bank credit institution prescribed in Point i(ii) Clause 3 Article 14 hereof, which have been ratified by the Board of Members;

dd) [23] The reports made by Vietnamese commercial bank(s) and/or Vietnamese enterprise(s) on their compliance with the provisions in Clause 7 Article 11 hereof for the period from the time of submission of the application for license to the time the complete application for license is submitted;

e) [24] The written assessment given by a competent authority of the home country of the foreign credit institution’s compliance with the provisions in Point a, c, dd Clause 3 Article 12 hereof for the period from the time when the application for license is submitted to the time of submission of a complete application;

g) In addition to the documents prescribed in Point a, b, c, d, dd, e of this Clause, the preparatory board of a single-member limited liability non-bank credit institution shall submit the following additional documents:

 (i) The owner’s decision on appointment of Chairperson and members of the Board of Members, members of the Control Board, General Director (Director), Deputy General Director (Deputy Director), and Chief accountant;

 (ii) The record of meeting of the Control Board on appointment of the head and full-time members of the Control Board;

h) In addition to the documents prescribed in Point a, b, c, d, dd, e of this Clause, the preparatory board of a multiple-member limited liability non-bank credit institution shall submit the following additional documents:

 (i) The record and resolution of the founding general meeting giving approval for the charter and election or appointment of members of the Board of Members, Control Board, and regulations on organization and operation of the Board of Members, Control Board;

 (ii) The record of the meeting of the Board of Members on appointment of the Chairperson of the Board of Members; The record of the meeting of the Control Board on appointment of the head and full-time members of the Control Board;

 (iii) Decision of the Board of Members on appointment of General Director (Director), Deputy General Directors (Deputy Directors), and Chief Accountant.

Section 4: REPLACEMENT OF LICENSE AND ADDITION OF BUSINESS LINES TO A LICENSE

Article 17. Principles for replacement of license and addition of business license to a license

1. SBV shall not approve the replacement of license if it covers business lines which a non-bank credit institution is not allowed to perform as prescribed in the laws in force at the time of application for replacement, and shall change names of licensed business lines in conformity with regulations in the Law on Credit Institutions and Appendix No. 09A, 09B, 09C, 09D enclosed herewith. The new license shall supersede all licenses and written approvals (relating to amended or modified contents of the license) issued by SBV to the non-bank credit institution before the time of application for replacement.

2. The addition of foreign exchange services to the license shall comply with SBV’s specific regulations and relevant laws.

3. [25] With regard to addition of other credit extension services (upon approval given by SBV), the non-bank credit institution shall render these services after obtaining SBV’s approval; procedures, conditions and application for addition of these credit extension services to the license shall comply with SBV’s specific regulations and relevant laws.

Article 18. Procedures for replacement of license and addition of business license to a license

1. The non-bank credit institution that wishes to replace the license or add business lines to its license shall submit an application as prescribed in Article 19 hereof by post or directly to the SBV.

2. Within 40 days from the receipt of a sufficient and valid application, SBV shall issue a new license or approve the addition of business lines to the license or issue a new license covering additional business lines as requested to the non-bank credit institution. If an application is refused, the SBV shall give a written notification indicating reasons for refusal to the applicant.

3. After SBV has issued a new license or approved the addition of business lines to the license, the non-bank credit institution shall:

a) Follow procedures for changes in the license with the business registration agency as prescribed by law;

b) Publish the changes in the license on means of communication of the SBV and 03 consecutive issues of a daily newspaper or a Vietnamese online newspaper for 07 working days from the day on which SBV issues a new license or approves the addition of business lines to the license;

c) [26] Amend its charter in conformity with the new license or the license covering additional business lines, and send the amended charter to SBV within 15 (fifteen) days after it is approved.

Article 19. Application for replacement of license and addition of business license to a license

1. An application for replacement of license includes:

a) An application form for replacement of license which must be signed by the legal representative of the non-bank credit institution and indicate requested business lines;

b) The list of business lines specified in the existing license and other written approvals granted by the SBV, accompanied by the copies of the existing license and such written approvals.

2. An application for addition of business lines to the license includes:

a) An application form for addition of business lines to the license which must be signed by the legal representative of the non-bank credit institution and indicate additional business lines. If a wholly foreign-owned non-bank credit institution applies for addition of banking operations, its application shall include the commitment of the foreign credit institution, that is the owner or the contributing member holding the highest percentage of charter capital of the wholly foreign-owned non-bank credit institution, to ensure that the foreign credit institution is allowed to perform these additional banking operations in the home country, except the cases prescribed in international treaties to which the Socialist Republic of Vietnam is a signatory;

b) The resolution of the Board of Directors or Board of Members of the non-bank credit institution giving approval for the addition of business lines to the license;

c) In addition to the documents prescribed in Point a and b of this Clause, a finance company that wishes to add banking operations to its license shall submit the following additional documents:

 (i) Internal regulations on banking operations to be added to the license; 

 (ii) [27] The report on personnel, facilities, technologies and equipment, accompanied by a written commitment to have fulfilled personnel, facilities, technologies and equipment requirements for banking operations to be added to the license as prescribed  in the Decree No. 39/2014/ND-CP and relevant laws;

d) In addition to the documents prescribed in Point a, b and c of this Clause, a finance company that was duly established before the effective date of Decree No. 39/2014/ND-CP, is operating and wishes to add factoring services to its license shall submit the following additional documents:

 (i) [28] (abrogated)

 (ii) The financial statements of the year preceding the year in which the application for addition of factoring services to the license is submitted, which have been audited by an independent audit organization and do not contain qualified opinions. If audited financial statements are not yet available at the time of submission of application, the finance company shall submit unaudited financial statements but must provide the audited ones immediately after the auditor's report is given and assume responsibility for contents of the submitted financial statements;

dd) In addition to the documents prescribed in Point a, b and c of this Clause, a finance company that was duly established before the effective date of Decree No. 39/2014/ND-CP, is operating and wishes to add credit card issuance and finance lease services to its license shall submit the following additional documents:

 (i) [29] (abrogated)

 (ii) The financial statements of the last 02 years preceding the year in which the application for addition of credit card issuance and finance lease services to the license is submitted, which have been audited by an independent audit organization and do not contain qualified opinions. If audited financial statements of the previous year are not yet available at the time of submission of application, the finance company shall submit unaudited financial statements but must provide the audited ones immediately after the auditor's report is given and assume responsibility for contents of the submitted financial statements.

3. An application for addition of business lines to the license and replacement of license includes:

a) An application form for addition of business lines to the license and replacement of license which must be signed by the legal representative of the non-bank credit institution and include modified and additional operations, and commitments as prescribed in Point a Clause 2 of this Article;

b) The documents prescribed in Point b Clause 1 and Points b, c, d and dd Clause 2 of this Article.

Chapter III

ORGANIZATION, ADMINISTRATION, MANAGEMENT AND CONTROL

Article 20. Name and headquarters of a non-bank credit institution

1. Name of a non-bank credit institution must:

a) comply with the Law on enterprises and relevant laws;

b) be conformable with its legal and organizational form as follows:

 (i) The phrase “Công ty tài chính cổ phần” and its proper name;

 (ii) The phrase “Công ty cho thuê tài chính cổ phần” and its proper name;

 (iii) The phrase “Công ty tài chính trách nhiệm hữu hạn một thành viên” and its proper name;

 (iv) The phrase “Công ty cho thuê tài chính trách nhiệm hữu hạn một thành viên” and its proper name;

 (v) The phrase “Công ty tài chính trách nhiệm hữu hạn” and its proper name if it is a multiple-member limited liability finance company;

 (vi) The phrase “Công ty cho thuê tài chính trách nhiệm hữu hạn” and its proper name if it is a multiple-member limited liability finance lease company.

2. Headquarters of a non-bank credit institution must comply with regulations on headquarters in the Law on enterprises and meet the following requirements:

a) It must be specified in the license and business registration certificate as prescribed by law and will be the workplace of the Board of Directors, Board of Members, Control Board or Executive Board;

b) It must be a location in the territory of Vietnam and have a clear address which consists of the building’s name, house number, street or hamlet, commune, ward, commune-level town, urban or suburban district, district-level town, provincial-affiliated city, province or central-affiliated city, phone number, fax number, and email address (if any);

c) It must be capable of ensuring safety of  assets and conformable with operations of the non-bank credit institution;

d) It must be equipped with a management information system which must be connected online with branches and sales departments of the non-bank credit institution, and meet administration and risk management requirements of the non-bank credit institution and management requirements of SBV.

Article 21. Establishment of branches and representative offices of a non-bank credit institution

1. A non-bank credit institution is allowed to establish both domestic and overseas branches and representative offices after obtaining written approval from SBV.

2. Conditions, applications and procedures for establishment, shutdown and dissolution of branches and representative offices of a non-bank credit institution shall comply with SBV’s regulations.

Article 22. Charter and amended charter [30]

1. The charter of a non-bank credit institution must include the primary contents in Clause 1 Article 31 of the Law on credit institutions and must be conformable with the Law on credit institutions and relevant laws. The non-bank credit institution shall assume the full legal responsibility for its charter and any amendments to its charter.

2. After the non-bank credit institution has been issued with the license, it must submit its charter to SBV within 15 (fifteen) business days from the date on which it is approved by the General Meeting of Shareholders or the Board of Members. If there are any amendments to its charter, the non-bank credit institution must submit its amended charter to SBV within 15 (fifteen) business days from the date on which such amendments are approved.

Article 23. Internal regulations

1. Each non-bank credit institution shall establish its own internal regulations in accordance with Article 93 of the Law on credit institutions. Such internal regulations and amendments thereto must be promulgated by its Board of Directors or Board of Members.

1a. [31] The non-bank credit institution that provides finance lease services shall promulgate internal regulations on finance lease operations which must be implemented throughout its entire network and include mechanisms for internal control and audit, and management of risks incurred during the performance of finance lease operations by the lessor. Such internal regulations shall, inter alia, include the following contents:

a) Criteria for identification of a client, a client and related persons as prescribed, finance lease polices for a client, a client and related persons, the power to appraise, approve and decide finance lease, principles for assignment, authorization and responsibility of each employee and each department for appraisal, decision and approval for finance lease, rental debt rescheduling for a lessee;

b) Finance lease conditions, cases in which finance lease is not granted, restrictions on finance lease as prescribed by law, types of assets unqualified for finance lease, finance lease interest rates and calculation methods thereof; finance lease dossier and documents which shall be provide by the lessor to the lessee in conformity with characteristics of the leased asset and the client; debt recovery; conditions for rental debt rescheduling or delinquency procedures;

c)  Regulations on dispersion of risks to finance lease; methods for monitoring, management and approval, decision on finance lease for a client, a client and related persons if the finance lease is worth at least 1% of the equity of the lessor. These regulations shall be made public, especially those on appraisal, finance lease and rental debt rescheduling, prevention of conflict of interest between the appraiser, the finance lease decision-maker and the client if they are related;

d) Rules and criteria for assessment and determination of level of risks associated with finance lease posed by groups of clients and fields/sectors in which the credit extension is favored or limited by the lessor, as the basis for preparation of annual business plans and strategies, methods for management of risks associated with finance lease incurred by the lessee;

dd) Regulations on inspection and supervision of finance lease procedures, use of leased assets and rental debt payment by the lessee, including control before, during and after finance lease; decentralization, authorization and responsibility of each individual, each department for inspection and supervision of finance lease procedures, use of leased assets and rental debt payment by the lessee;

e) Regulations that consideration of finance lease and decision on rental debt rescheduling (including adjustment to payment period and extension of lease term) must be made on the principle that the maker of decision on rental debt rescheduling must not be the finance lease decision maker, unless the finance lease is approved by the Board of Directors or Board of Members;

g) Regulations on termination and settlement of finance lease contract before it expires; exemption and reduction of interest rates and fees;

h) Identification of risks that may be incurred during finance lease; procedures for monitoring, assessment and control of risks; risk management measures.

2. The non-bank credit institution shall send its internal regulations and any amendments thereto shall be submitted to SBV (via SBV Banking Supervision Agency) for inspection after they are promulgated.

Article 24. Organizational structure of a non-bank credit institution

1. Each non-bank credit institution must have an organizational structure, executive apparatus, internal audit, risk management and internal control systems in conformity with its organization form as prescribed in the Law on Credit Institutions and relevant laws.

2. The organizational structure of a joint-stock non-bank credit institution consists of:  The General Meeting of Shareholders, Board of Directors, Control Board, and General Director (Director).

3. The organizational structure of a limited liability non-bank credit institution consists of:  The Board of Members, Control Board, and General Director (Director).

Article 25. Risk management committee and personnel committee

1. The Board of Directors or Board of Members shall establish risk management committee and personnel committee, and promulgate regulations on organization and operation, including mechanisms for making decisions on proposals of these two committees. The non-bank credit institution shall send these regulations to SBV (via the SBV Banking Supervision Agency) within 10 days after they are promulgated. 

2. Each committee is composed of at least three members, including a head who is a member of the Board of Directors or Board of Members and other members who will be decided, appointed and dismissed by the Board of Directors or Board of Members according to the charter of the non-bank credit institution. A member of the Board of Directors or Board of Members may only act as the head of a committee. The risk management committee of a joint-stock non-bank credit institution shall include at least a member who is an independent member of its Board of Directors.

3. Regulations on organization and operation of these committees shall, inter alia, include the following contents:

a) Working regulations:

 (i) Number of member of the committee and responsibilities of each member;

 (ii) Periodic meetings of the committee;

 (iii) Extraordinary meetings of the committee;

 (iv) Decision making by the committee;

b) Tasks and functions of these committees:

 (i) The risk management committee shall:

- Provide the Board of Directors or Board of Members with advice about promulgating procedures and policies, within its jurisdiction, for management of risks during operation of the non-bank credit institution in accordance with the law and the charter of the non-bank credit institution;

- Analyze and give warnings about the level of safety of the non-bank credit institution against potential risks and short-term and long-term measures for risk prevention;

- Consider and evaluate the suitability and efficiency of current procedures and policies for risk management adopted by the non-bank credit institution, and then make recommendations and proposals to the Board of Directors or Board of Members for changing such procedures and policies as well as business strategies;

- Provide the Board of Directors or Board of Members with advice about making decisions on investments, relevant transactions, management policies and risk control measures within the ambit of its tasks and functions assigned by the Board of Directors or Board of Members;

 (ii) The personnel committee shall:

- Provide the Board of Directors or Board of Members with advice about the size and structure of the Board of Directors, Board of Members, and executives in conformity with the scale and development strategies of the non-bank credit institution;

- Provide the Board of Directors or Board of Members with advice about handling personnel matters relating to election, appointment and dismissal of members of the Board of Directors, Board of Members, Control Board and executives of the non-bank credit institution in accordance with regulations of law and the charter of the non-bank credit institution;

- Consider and provide the Board of Directors or Board of Members with advice about promulgating, within its jurisdiction, internal regulations on salary, remuneration, bonus, recruitment, training and other benefits of executives, officers and employees of the non-bank credit institution.

Article 26. Repurchase of shares at the request of shareholders or under decision of a joint-stock non-bank credit institution

1. Repurchase of shares from shareholders of a joint-stock non-bank credit institution must comply with regulations of law.

2. The joint-stock non-bank credit institution may repurchase shares from its shareholders if after making payments for repurchased shares, it still meets prudential ratios in banking operations and the actual value of its charter capital is not smaller than the legal capital. If the repurchase of shares will result in a decrease in the charter capital of the joint-stock non-bank credit institution, such repurchase shall require a written approval from SBV. 

3. Procedures and application for approval for repurchase of shares which will result in a decrease in the charter capital of the joint-stock non-bank credit institution shall comply with SBV’s regulations.

Article 27. Transfer and repurchase of stakes of a limited liability non-bank credit institution

1. The transfer and repurchase of stakes must comply with regulations of the Law on enterprises.

2. The transfer of stakes must comply with regulations on forms of organization of non-bank credit institutions in Article 4 hereof.

3. Within 05 years from the date of issue of the license, a founding member may only transfer his/her stake to another founding member.

4. [32] The transfer of stakes must ensure the percentages of contribution of charter capital prescribed in Clause 3 Article 6 hereof and the following provisions:

a) The transferee that is a Vietnamese enterprise must comply with the provisions in Clause 1 Article 12 hereof;

b) The transferee that is a Vietnamese commercial bank must comply with the provisions in Clause 2 Article 12 hereof;

c) The transferee that is a foreign credit institution must comply with the provisions in Clause 3 Article 12 hereof.

5. [33] Repurchase of stakes:

The repurchase of stakes of a limited liability non-bank credit institution must comply with the following provisions:

a) Request for repurchase of stakes, conditions for payment and settlement of stakes shall comply with regulations on repurchase of stakes laid down in the Law on enterprises;

b) After making full payment for repurchased stakes, the non-bank credit institution is still able to pay its debts and other asset liabilities, meets prudential ratios in banking operations, and has the actual value of its charter capital equal or higher than the legal capital;

c) The non-bank credit institution fully complies with regulations on risk management and establishment of provisions for losses at the time of application for SBV’s approval for repurchase of stakes;

d) It has a profitable business for the last 05 years preceding the year in which the application for SBV’s approval for repurchase of stakes is submitted, and incurs no accumulated losses;

dd) It has not incurred any penalties imposed by SBV for administrative violations in monetary and banking sector in the last 05 years preceding the year in which the application for SBV’s approval for repurchase of stakes is submitted and by the time the repurchase of stakes is approved by SBV.

Chapter IV

OPERATIONS OF FINANCE COMPANIES

Article 28. Operations of finance companies [34]

1. Finance companies are entitled to carry out operations prescribed in Article 108 through 111 of the Law on Credit Institutions when they meet the conditions laid down in Article 5 through 13 and Article 15 of Decree No. 39/2014/ND-CP.

2. An operating finance company duly established before the effective date of Decree No. 39/2014/ND-CP is entitled to add factoring, credit card issuance and finance lease services to its license when it has a bad debts ratio under 3% in all quarters of the year preceding the year in which the application for addition of business lines to the license is submitted.

3. Finance companies shall engage in finance lease in accordance with Article 35 hereof.”

Article 29. [35] (abrogated)

Article 30. [36] (abrogated)

Article 31. [37] (abrogated)

Article 32. [38] (abrogated)

Article 33. [39] (abrogated)

Chapter V

OPERATIONS OF FINANCE LEASE COMPANIES

Article 34. Operations of finance lease companies

1. Finance lease companies are entitled to carry out operations prescribed in Article 112 through 116 of the Law on Credit Institutions, Article 16 of Decree No. 39/2014/ND-CP, regulations hereof and relevant laws.

2. [40] (abrogated)

Article 35. Finance lease operations

1. The lessor shall be required to:

a) have the full legal personality and legal capacity in accordance with laws;

b) have an effective and feasible business plan or project, a feasible plan for capital use, and directly use the leased assets for implementing such project/plan in accordance with regulations of law;

c) be financially capable of fulfilling its obligations as defined in the finance lease contract;

d) With regard to a Vietnamese or foreign organization, the lease term shall not exceed its remaining operation duration under the establishment decision or license for operations in Vietnam; for a foreigner, the lease term shall not exceed the remaining period for which he/she is permitted to stay in Vietnam.

2. Finance lease contracts:

a) The finance lease contract is an agreement between the lessor and the lessee on the finance lease in accordance with regulations on finance lease operations, regulations laid down herein and relevant laws. The finance lease contract is irrevocable.

b) The finance lease contract must be made in writing in accordance with regulations of the law on civil contracts and shall, inter alia, include the following:

 (i) Name and address of the lessor and the lessee;

 (ii) Finance lease conditions;

 (iii) Name, technical characteristics, type, price, periods of transfer, installation and warranty of the leased asset, quality of the leased asset, other provisions and terms relating to the leased asset;

 (iv) Purposes of the leased asset;

 (v) The rental, time for calculating rental debt; finance lease interest rate; principles and factors for determining interest rate, time for determining interest rate on the finance lease in case of adjusted interest rate; fee types and amounts; other costs as prescribed by law;

 (vi) The lease term and payment period;

 (vii) Agreements on and notification of principal debt delinquency, interest rate on outstanding principal debt and late payment interest rate;

 (viii) Rights and obligations of the parties, actions in cases of early termination of the finance lease contract in accordance with regulations on finance lease operations; 

 (ix) Other contents of the finance lease contract as agreed upon by the lessor and the lessee;

c) The finance lease contract shall become effective from the date agreed upon by the parties and specified in the finance lease contract.

3. The rental includes the principal debt determined according to the price of the leased asset, legitimate costs relating to the purchase of that asset, and rental interest determined according to SBV's regulations on methods for calculation and accounting of interest collections and payments of credit institutions.

4. Interest rate and fees relating to the finance lease:

a) The finance lease interest rate shall be agreed upon by the lessor and the lessee. It shall be expressed as a percentage (%) per year;

b) Notwithstanding the provisions in Clause 9 of this Article, if the lessee fails to pay the rental on the due date, the lessee shall incur an interest as follows:

 (i) The interest rate charged on the outstanding rental principal shall be agreed upon between the lessor and the lessee and specified in the finance lease contract but not exceed 150% of the interest rate charged on due payment that is determined upon the date of such debt becoming delinquent.

 (ii) If the lessee fails to pay rental interest on the due date, the lessee shall incur the late payment interest charged at the interest rate which is agreed upon between the parties but shall not exceed 10%/year on the unpaid rental interest for the period of late payment;

c) The lessor may reach an agreement with the lessee on fees for arrangement for the conclusion of an agreement on syndicated finance lease by the lessors engaged in the syndicated finance lease and other fees as prescribed in legislative documents on finance lease operations;

d) The lessor must provide the lessee with accurate information on the interest rate on the finance lease, interest rate on outstanding rental principal; principles and factors for determination of interest rates, time for determining the interest rate on the finance lease in case of adjusted interest rate, fee types and amounts to facilitate the lessee's decision to enter into the finance lease contract.

5. Rental debt rescheduling:

The lessor shall consider deciding the rental debt rescheduling at the lessee’s request and depending on results of assessment of the lessee’s solvency and its financial capability as prescribed hereunder:

a) If the lessee is incapable of making due payment of rental principal and/or interest within the agreed lease term, and is rated by the lessor as having capacity for fully paying rental principal and/or interest within an adjusted payment period, the lessor shall consider adjusting the period of payment of rental principal and/or interest as appropriate to the lessee’s sources of financing for such payment;

b) If the lessee is incapable of making due payment of rental principal and/or interest in full within the agreed lease term, and is rated by the lessor as having capacity for fully paying rental principal and/or interest within a specified period of time following the said lease term, the lessor shall consider extending the lease term as appropriate to the lessee’s sources of financing for such payment;

c) [41] The rental debt rescheduling shall be performed prior to or within a period of 10 (ten) days from the agreed date on which the rental payment becomes due.

6. Currency units used in finance lease:

The lessor shall enter into finance lease contracts in VND, unless the finance lease is performed in a foreign currency as prescribed in Clause 7 of this Article. 

7. [42] Principles for performing finance lease in foreign currency:

a) The lessor makes payment for the leased asset to the supplier in foreign currency; the lessee shall incur and pay rental in foreign currency;

b) The lessee uses the leased asset for its business;

c) The lessee earns sufficient foreign currency amounts from its business to pay rental debts.

8. Penalty and compensation in event of default:  

a) The lessor and the lessee shall be allowed to agree on penalty and compensation for damage in accordance with laws in the event that either the lessor or the lessee fails to fulfill their obligations as agreed upon in the finance lease contract (except the case prescribed in Point b Clause 4 of this Article);

b) The lessor and the lessee may agree on whether the defaulting party is only subject to a penalty without being held liable to a compensation for damage or both of these actions.

Where the lessor and the lessee have mutually agreed on a penalty instead of both of these actions, the defaulting party shall only be subject to the penalty.

9. Early termination of finance lease contract:

a) Early termination of finance lease contract shall comply with the provisions in Article 21 of Decree No. 39/2014/ND-CP;

b) An early terminated finance lease contract shall be settled in accordance with the provisions in Article 22 of Decree No. 39/2014/ND-CP and regulations on recovery and disposal of leased assets;

c) If a finance lease contract is early terminated as prescribed in Point a, b Clause 1 Article 21 of Decree No. 39/2014/ND-CP, the lessee shall immediately pay the remaining rental debts in full, including:

 (i) Remaining rental principal;

 (ii) Remaining rental interest payable under the finance lease contract for the period starting from the time of early termination of the finance lease contract to the expiry date specified in the finance lease contract. Unless otherwise prescribed in the finance lease contract and agreed upon between the parties, the remaining amount of rental interest payable shall be calculated according to the interest rate charged on due payment that is determined upon the date of early termination of the finance lease contract;

 (iii) Undue and overdue rental interests by the time of early termination of the finance lease contract;

 (iv) Interests charged on late payment of rental interests by the time of early termination of the finance lease contract;

d) If the lessee is unable to make immediate payment of the remaining rental principal prescribed in Point c of this Clause, the lessee shall incur the late payment interest which is calculated as follows:

A = B - C

Where:

A: Interest on late payment of the remaining rental principal prescribed in Point c of this Clause

B: Rental interest on the remaining rental principal, which is calculated according to the interest rate agreed upon between the lessor and the lessee but shall not exceed 150% of the interest rate charged on due payment that is determined upon the date of early termination of the finance lease contract, for the period starting from the time of early termination of the finance lease contract and ending on the time the rental principal is fully paid

C: Remaining rental interest payable under the finance lease contract as prescribed in Point c(ii) of this Clause for the period starting from the time of early termination of the finance lease contract and ending on the time the rental principal is fully paid. If the lessee is unable to pay the rental principal in full by the expiry date specified in the finance lease contract, C is total amount of remaining rental interest payable under the finance lease contract prescribed in Point c(ii) of this Clause.

Article 36. Sale and leaseback

1. Rules for sale and leaseback:

a) A sale and leaseback transaction is conducted through an asset purchase agreement and a finance lease contract signed between the buyer-lessor and the seller-lessee. The asset purchase agreement and the finance lease contract shall have the same effective date;  

b) In a sale and leaseback transaction, the buyer-lessor is the owner of asset and leases it back to the seller-lessee in the form of finance lease in accordance with regulations on finance lease operations herein. The ownership of asset shall be transferred from the seller-lessee to the buyer-lessor in accordance with regulations of law;

c) The buyer-lessor will select an asset and a solvent seller-lessee to conduct a safe and efficient sale and leaseback transaction.

d) [43] A sale and leaseback transaction may be conducted in either VND or foreign currency. A sale and leaseback transaction may be conducted in foreign currency if:

 (i) The asset in a sale and leaseback transaction is the leased asset defined in Clause 12 Article 3 hereof, imported and lawfully owned by the seller-lessee, is in good status and not in any disputes;

 (ii) The seller-lessee has an outstanding debt in foreign currency with a bank for importing asset, or a debt in foreign currency with the foreign supplier;

 (iii) The seller-lessee uses the asset leased back for its business and has sufficient foreign currency amounts earned from its business for paying rental debts;

 (iv) Payment for an asset purchased and leased back in foreign currency:

- The buyer-lessor shall enter into a sale and leaseback transaction when the seller-lessee presents adequate legal documents concerning the asset. If such asset-related documents are kept by the bank or foreign supplier, the buyer-lessor shall make payments for the purchased asset after it has reached an agreement with the bank or foreign supplier on asset-related documents;

- The buyer-lessor shall make directly payments for the purchased asset to the bank or foreign supplier in foreign currency according to the value of the purchased asset. If the purchase price is higher than the outstanding loan owned to the bank or the debt owed to the foreign supplier, the buyer-lessor shall pay the difference to the seller-lessee in VND according to the exchange rate announced by the commercial bank, which is jointly selected by two parties, at the payment date;  

 (v) After the buyer-lessor makes full payments for the purchased asset, the seller-lessee shall incur and pay the rental debt in foreign currency in accordance with current regulations on finance lease operations.

2. Purchased and leased-back asset:

When conducting a sale and leaseback transaction, the asset to be purchased and leased back must meet the following conditions:

a) Be under the lawful ownership of the seller-lessee;

b) Be not in any disputes;

c) Be not used as a collateral for any other liabilities;

d) Be in good status;

dd) Be the leased asset defined in Clause 12 Article 3 hereof.

3. Asset purchase agreement:

An asset purchase agreement shall, inter alia, include the following contents: name and address of the parties; purchase purposes; description of the purchased asset; payment method; time, place and method of execution of asset purchase agreement; rights and obligations of the parties; responsibility for breach of agreement, penalty and other contents as agreed upon between the parties in accordance with regulations on sale and purchase of assets;

4. Rights and obligations of the parties in a sale and leaseback transaction:

a) Rights and obligations of the buyer-lessor:

 (i) request the seller-lessee to provide adequate information and documents concerning the purchased asset;

 (ii) request the seller-lessee to issue a lawful invoice and provide all original documents of ownership of asset and other invoices, vouchers on asset-related rights and benefits;

 (iii) request the seller-lessee to make compensation for damage incurred from any disputes over the asset and its ownership;

 (iv) make payments to the seller-lessee as agreed upon in the asset purchase agreement;

 (v) strictly and fully comply with terms and conditions agreed upon in asset purchase agreement;

b) Rights and obligations of the seller-lessee:

 (i) receive payments made by the buyer-lessor as agreed upon in the asset purchase agreement;

 (ii) provide adequate and accurate information and documents concerning the sold asset at the request of the buyer-lessor;

 (iii) issue a lawful invoice and provide all original documents of ownership of asset and other invoices, vouchers on asset-related rights and benefits;

 (iv) make compensation for damage incurred by the buyer-lessor from any disputes over the asset and its ownership;

 (v) strictly and fully comply with terms and conditions agreed upon in asset purchase agreement;

c) Apart from the rights and obligations specified in Point a, b of this Clause, the buyer-lessor and the seller-lessee shall also have rights and obligations prescribed in Article 17 through 20 of Decree No. 39/2014/ND-CP and relevant laws.

5. [44] (abrogated)

6. [45] (abrogated)

Article 37. Provisions of loans as additional working capital

1. The finance lease company shall provide loan to the lessee as an additional working capital to directly serve the management, operation and use of the leased asset.

2. The provision of loans as additional working capital by finance lease companies to lessees shall comply with SBV’s regulations on loans granted by credit institutions and foreign bank branches.

Article 38. Operating lease

1. Operating lease assets include machinery, equipment, means of transport and other movable and immovable property as prescribed in Clause 2 Article 132 of the Law on Credit Institutions.

2. Finance lease companies engaging in operating lease shall comply with regulations on lease of property in the Civil Code and relevant laws.

3. Operating lease contract:

a) An operating lease contract is an agreement between the finance lease company and the operating lessee on the lease and use one or a number of assets as prescribed in Clause 1 of this Article. The operating lease contract shall become effective from the date agreed upon by the parties and specified in the operating lease contract;

b) An operating lease contract shall, inter alia, include the following contents:

 (i) Name, address and TIN of the finance lease company and those of the operating lessee;

 (ii) Name, type, code (if any) of the leased asset and other information necessary to identify the leased asset;

 (iii) Lease term;

 (iv) Rental;

 (v) Responsibility of the parties for insurance, maintenance, warranty, inspection, repair and replacement of the leased asset and other responsibilities as agreed by the parties for the leased asset during the lease term;

 (vi) Rights and obligations of the finance lease company and the operating lessee during the lease term and in case of early termination of the operating lease contract in accordance with the civil codes and relevant laws.

Chapter VI

TRANSITION PROVISIONS

Article 39. Transition provisions

1. [46] (abrogated)

2. With regard to loan agreements, finance lease contracts, asset purchase and leaseback agreements, and operating lease contracts which have been signed before the effective date of this Circular in accordance with laws and regulations in force at the time of signing of the agreement or contract, the finance lease company and its client shall be allowed to continue implementing terms and conditions agreed upon in the signed agreement or contract until this agreement or contract expires. Any amendments to or extension of the aforementioned agreements or contracts must comply with regulations laid down herein and relevant laws.

3. With regard to assets, other than the leased assets defined in Clause 12 Article 3 hereof, subject to the finance lease contracts which have been signed before the effective date of this Circular and early terminated according to the provisions in Point a, b, c Clause 1 Article 21 of Decree No. 39/2014/ND-CP, lessors shall be allowed to continue providing such assets under finance lease contracts in accordance with regulations laid down herein and relevant regulations and laws on recovery and disposal of finance lease assets.

4. [47] (abrogated)

Article 40. [48] (abrogated)

Chapter VII

RESPONSIBILITY OF AFFILIATED UNITS OF STATE BANK OF VIETNAM

Article 41. Responsibility of SBV’s affiliated units

1. The SBV Banking Supervision Agency shall:

a) Act as a focal point for receipt of applications for licensing, and cooperate with relevant departments/agencies affiliated to SBV and SBV's provincial branches in appraising applications for licensing and requesting SBV’s Governor to send written requests for opinions of People’s Committee of the province or city where the non-bank credit institution will be headquartered, and the Ministry of Public Security (if necessary);

b) Act as a focal point in charge of receiving, appraising and reporting applications for replacement of license or addition of business lines to the license to SBV’s Governor;

c) [49] (abrogated)

d) The SBV Banking Supervision Agency (via its Office located in [50] the province or city where the non-bank credit institution is headquartered) shall inspect and suspend the commencement of business of the non-bank credit institution if it fails to meet the conditions in Clause 2 Article 10 hereof;

dd) Inspect and supervise the compliance with regulations laid down herein by non-bank credit institutions;

e) Take actions against violations committed by non-bank credit institutions in accordance with regulations of law;

g) [51] (abrogated)

2. The Finance and Accounting Department shall

Provide guidance on accounting for operations of non-bank credit institution as prescribed herein.

3. The Monetary Forecasting and Statistics Department shall:

Provide guidance on statistical reports of operations of non-bank credit institution as prescribed herein.

4. Each SBV’s provincial branch shall:

a) Within 30 days from the receipt of the written request of the SBV Banking Supervision Agency, the SBV’s branch of the province or city where the non-bank credit institution will be headquartered shall appraise the application for licensing and send appraisal report to the SBV Banking Supervision Agency;

b) The SBV’s branch of the province or city where the non-bank credit institution is headquartered inspect and suspend the commencement of business of the non-bank credit institution if it fails to meet the conditions in Clause 2 Article 10 hereof (if the Office of the SBV Banking Supervision Agency is not established in that province or city);

c) Carry out inspections and take actions against violations committed by non-bank credit institutions in accordance with regulations on functions, duties, powers and organizational structure of SBV’s provincial branches.

Chapter VIII

IMPLEMENTATION PROVISIONS [52],[53],[54]

Article 42. Effect

1. This Circular comes into force from February 08, 2016.

2. The following regulations and documents are abrogated from the effective date of this Circular:

a) Clause 2 through 19, Clause 21 through 43 of the Circular No. 06/2002/TT-NHNN dated December 23, 2002 of the Governor of the State Bank of Vietnam providing guidance on implementation of the Government’s Decree No. 79/2002/ND-CP dated October 04, 2002 on organization and operation of finance companies;

b) Clause 1 through 13, Clause 15 through 37 of the Circular No. 06/2005/TT-NHNN dated October 12, 2005 of the Governor of the State Bank of Vietnam providing guidance on some contents of the Government’s Decree No. 16/2001/ND-CP dated May 02, 2001 on organization and operation of finance lease companies and the Government’s Decree No. 65/2005/ND-CP dated May 19, 2005 providing amendments to the Government’s Decree No. 16/2001/ND-CP dated May 02, 2001 on organization and operation of finance lease companies;

c) The Decision No. 40/2007/QD-NHNN dated November 02, 2007 of the Governor of the State Bank of Vietnam promulgating regulations on issuance of establishment and operation licenses to joint-stock non-bank credit institutions;

d) The Circular No. 05/2006/TT-NHNN dated July 25, 2006 of the Governor of the State Bank of Vietnam providing guidance on finance lease and entrusted finance lease services prescribed in the Government’s Decree No. 16/2001/ND-CP dated May 02, 2001 and the Government’s Decree No. 65/2005/ND-CP dated May 19, 2005;

dd) The Circular No. 07/2006/TT-NHNN dated September 07, 2006 of the Governor of the State Bank of Vietnam providing guidance on sale and leaseback transactions prescribed in the Government’s Decree No. 16/2001/ND-CP dated May 02, 2001 and the Government’s Decree No. 65/2005/ND-CP dated May 19, 2005;

e) The Circular No. 02/2007/TT-NHNN dated May 21, 2007 amending Clause 5 of the Circular No. 07/2006/TT-NHNN dated September 07, 2006 of the Governor of the State Bank of Vietnam providing guidance on sale and leaseback transactions prescribed in the Government’s Decree No. 16/2001/ND-CP dated May 02, 2001 and the Government’s Decree No. 65/2005/ND-CP dated May 19, 2005;

g) The Decision No. 731/2004/QD-NHNN dated June 15, 2004 of the Governor of the State Bank of Vietnam promulgating provisional regulations on operating lease operations of finance lease companies;

h) Article 5, Article 6 and Article 7 of the Circular No. 24/2011/TT-NHNN dated August 31, 2011 of the Governor of the State Bank of Vietnam on simplification of administrative procedures for establishment and operations in banking sector under Government’s Resolutions on simplification of administrative procedures within the jurisdiction of the State Bank of Vietnam.

Article 43. Implementation

The Chief of Office, the Head of the SBV Banking Supervision Agency, heads of SBV’s affiliated units, Directors of the SBV’s provincial branches, Chairpersons and members of Boards of Directors and of Boards of Members, heads and members of Control Boards, and General Directors (Directors) of non-bank credit institutions are responsible for implementation of this Circular./.

[1] The Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions has been promulgated pursuant to:

 “The Law on State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

The Law on Credits Institutions No. 47/2010/QH12 dated June 16, 2010;

The Government’s Decree No. 39/2014/ND-CP dated May 07, 2014 on operations of financial companies and finance lease companies;

The Government’s Decree No. 156/2013/ND-CP dated November 11, 2013 defining the functions, tasks, powers and organizational structure of the State bank of Vietnam;

And at the request of the Head of the SBV Banking Supervision Agency”.  

[2] The Circular No. 17/2018/TT-NHNN providing amendments to Circulars on licensing, business network and foreign exchange operations of credit institutions and foreign bank branches has been promulgated pursuant to:

 “The Law on the State Bank of Vietnam dated June 16, 2010;

The Law on Credit Institutions dated June 16, 2010 and the Law on amendments to the Law on Credit Institutions dated November 20, 2017;

The Government’s Decree No. 16/2017/ND-CP dated February 17, 2017 defining functions, tasks, powers and organizational structure of the State Bank of Vietnam;

And at the request of the Director of the Legal Department;”

[3] The Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions has been promulgated pursuant to:

 “The Law on the State Bank of Vietnam dated June 16, 2010;

The Law on credits institutions dated June 16, 2010;

The Law on amendments to the Law on credit institutions dated November 20, 2017;

The Government’s Decree No. 16/2017/ND-CP dated February 17, 2017 defining functions, tasks, powers and organizational structure of the State Bank of Vietnam;

The Government’s Decree No. 39/2014/ND-CP dated May 07, 2014 on operations of financial companies and finance lease companies;

And at the request of the Head of the SBV Banking Supervision Agency;”  
[4] This Clause is amended according to Clause 1 Article 1 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[5] This Clause is amended according to Clause 2 Article 1 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[6] The phrase “Cục Thanh tra, giám sát ngân hàng” (“Office of SBV Banking Supervision Agency”) is changed into the phrase “Cơ quan Thanh tra, giám sát ngân hàng (Đối với địa bàn có Cục Thanh tra, giám sát ngân hàng)” (“SBV Banking Supervision Agency (via its Office located in the province or city)”) according to Clause 3 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[7] Heading of this Section is amended according to Clause 1 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[8] Heading of this Section is amended according to Clause 2 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[9] This Clause is abrogated according to Clause 3 Article 4 of the Circular No. 17/2018/TT-NHNN providing amendments to Circulars on licensing, business network and foreign exchange operations of credit institutions and foreign bank branches, which comes into force from October 01, 2018.

[10] This Clause is abrogated according to Clause 3 Article 4 of the Circular No. 17/2018/TT-NHNN providing amendments to Circulars on licensing, business network and foreign exchange operations of credit institutions and foreign bank branches, which comes into force from October 01, 2018.

[11] This Clause is abrogated according to Clause 3 Article 4 of the Circular No. 17/2018/TT-NHNN providing amendments to Circulars on licensing, business network and foreign exchange operations of credit institutions and foreign bank branches, which comes into force from October 01, 2018.

[12] This Clause is abrogated according to Clause 1 Article 4 of the Circular No. 17/2018/TT-NHNN providing amendments to Circulars on licensing, business network and foreign exchange operations of credit institutions and foreign bank branches, which comes into force from October 01, 2018.

[13] This Point is amended according to Clause 2 Article 4 of the Circular No. 17/2018/TT-NHNN providing amendments to Circulars on licensing, business network and foreign exchange operations of credit institutions and foreign bank branches, which comes into force from October 01, 2018.

[14] This Article is amended according to Clause 3 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[15] This Clause is amended according to Clause 4 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[16] This Point is amended according to Clause 3 Article 1 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[17] This Point is amended according to Clause 4 Article 1 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[18] This Point is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[19] The phrase “Giấy chứng minh nhân dân” (“ID Card”) is changed into “Giấy chứng minh nhân dân hoặc thẻ căn cước công dân” (“ID Card or Citizen’s identity card”) according to Clause 1 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[20] This Point is amended according to Clause 5 Article 1 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[21] This Point is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[22] This Clause is amended according to Clause 5 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[23] This Clause is amended according to Clause 6 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[24] This Clause is amended according to Clause 6 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[25] This Clause is amended according to Clause 7 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[26] This Point is amended according to Clause 6 Article 1 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[27] This paragraph is amended according to Clause 8 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[28] This paragraph is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[29] This paragraph is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[30] This Article is amended according to Clause 7 Article 1 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[31] This Clause is added according to Clause 11 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[32] This Clause is amended according to Clause 12 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[33] This Clause is amended according to Clause 13 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[34] This Article is amended according to Clause 14 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[35] This Article is abrogated according to Article 2 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[36] This Article is abrogated according to Article 2 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[37] This Article is abrogated according to Article 2 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[38] This Article is abrogated according to Article 2 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[39] This Article is abrogated according to Article 2 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[40] This Clause is abrogated according to Article 2 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[41] This Point is amended according to Clause 8 Article 1 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[42] This Clause is amended according to Clause 15 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[43] This Clause is added according to Clause 16 Article 1 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[44] This Clause is abrogated according to Article 2 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[45] This Clause is abrogated according to Article 2 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016.

[46] This Clause is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[47] This Clause is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[48] This Article is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[49] This Point is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[50] The phrase “Cục Thanh tra, giám sát ngân hàng” (“Office of SBV Banking Supervision Agency”) is changed into the phrase “Cơ quan Thanh tra, giám sát ngân hàng (Đối với địa bàn có Cục Thanh tra, giám sát ngân hàng)” (“SBV Banking Supervision Agency (via its Office located in the province or city)”) according to Clause 3 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[51] This Point is abrogated according to Clause 5 Article 2 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019.

[52] Article 3 and Article 4 of the Circular No. 15/2016/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from July 01, 2016, stipulate: 

 “Article 3. Implementation

This Circular comes into force from July 01, 2016.

Article 4. Implementation organization

The Chief of Office, Head of SBV Banking Supervision Agency, Heads of SBV’s affiliated units, Directors of SBV’s provincial branches, Chairpersons of Boards of Directors, Chairpersons of Boards of Members, and General Directors (Directors) of non-bank credit institutions are be responsible for implementation of this Circular./.”

[53] Article 7 and Article 8 of the Circular No. 17/2018/TT-NHNN providing amendments to Circulars on licensing, business network and foreign exchange operations of credit institutions and foreign bank branches, which comes into force from October 01, 2018, stipulate:

 “Article 7. Responsibility for implementation 

The Chief of Office, Head of Legal Department, and Heads of SBV’s affiliated units, Directors of SBV’s provincial branches, Chairpersons of Boards of Directors, Chairpersons of Boards of Members, and General Directors (Directors) of credit institutions and foreign bank branches are be responsible for implementation of this Circular.

Article 8. Implementation

This Circular comes into force from October 01, 2018./.”

[54] Article 3 and Article 4 of the Circular No. 01/2019/TT-NHNN providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on licensing, organization and operation of non-bank credit institutions, which comes into force from March 20, 2019, stipulate: 

 “Article 3. Responsibility for implementation 

The Chief of Office, Head of SBV Banking Supervision Agency, Heads of SBV’s affiliated units, Directors of SBV’s provincial branches, Chairpersons of Boards of Directors, Chairpersons of Boards of Members, and General Directors (Directors) of non-bank credit institutions are be responsible for implementation of this Circular.

Article 4. Implementation

1. This Circular comes into force from March 20, 2019.

2. This Circular nullifies Clause 9, Clause 10 Article 1 of the Circular No. 15/2016/TT-NHNN dated June 30, 2016 by the Governor of the State Bank of Vietnam providing amendments to the Circular No. 30/2015/TT-NHNN./.”

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