CIRCULAR

PROVIDING AMENDMENTS TO CIRCULAR NO. 30/2015/TT-NHNN DATED DECEMBER 25, 2015 OF GOVERNOR OF STATE BANK OF VIETNAM PRESCRIBING LICENSING, ORGANIZATION AND OPERATION OF NON-BANK CREDIT INSTITUTIONS

Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;

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

Pursuant to the Government's Decree No. 102/2022/ND-CP dated December 12, 2022 prescribing functions, tasks, powers and organizational structure of the State Bank of Vietnam;

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

The Governor of the State Bank of Vietnam (SBV) promulgates a Circular providing amendments to the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam prescribing licensing, organization and operation of non-bank credit institutions.

Article 1. Amendments to Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam

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 “1. The preparatory board shall prepare an application for the license as prescribed in Article 13, Article 14, Clauses 1, 2, 3 Article 15, Clauses 1, 2, 3, 4, 5, 5a, 6 Article 16 of this Circular, and send it directly or by post to SBV’s head office (via the Single-window Section).

Within 10 working days from receipt of the application, the SBV shall provide the preparatory board with a confirmation letter indicating its receipt of adequate and valid application or, in the case the submitted application is inadequate, request the preparatory board in writing to modify its application.”

2. Clause 3 Article 10 is amended as follows:

 “3. The licensed non-bank credit institution shall send written notice of its satisfaction of business commencement requirements laid down in Clause 2 of this Article directly or by post to the SBV's branch in the province or city where the non-bank credit institution is headquartered and to the SBV (via the Single-window Section) at least 15 days before the planned date of business commencement.”

3. Article 11 is amended as follows:

 “Article 11. Founding shareholders

1. A founding shareholder must be the one who does not join any other credit institution duly established and operating in Vietnam as a strategic shareholder, founding shareholder, owner or founding member.

2. Founding shareholders are not allowed to use their funds raised or borrowed from other entities to make capital contribution.

3. In addition to the provisions of Clauses 1, 2 of this Article, a founding shareholder who is an individual must:

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

4. In addition to the provisions of Clauses 1, 2 of this Article, a founding shareholder who is an organization must:

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

b) have a profitable business in the last 03 fiscal years preceding the year in which the application is submitted and up to the date of submission of additional documents to the application;

c) have fulfilled its tax and social insurance obligations in accordance with regulations of law up to the date of application submission;

d) A Vietnamese enterprise (except for Vietnamese commercial banks) 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 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 is submitted, and the legal capital shall not be smaller than the capital amount to be contributed as promised;

 (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:

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 (ii) have not violated SBV’s regulations on limits and prudential ratios in the year preceding the year in which the application is submitted and up to the date of submission of additional documents to the application;

 (iii) maintain the minimum capital adequacy ratio upon completion of capital contribution 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 is submitted and up to the date of submission of additional documents to the application.”

4. Article 12 is amended as follows:

 “Article 12. Owner and founding members

1. A founding member that is a Vietnamese enterprise (except Vietnamese commercial banks) shall be required to:

a) comply with the provisions of Clauses 1, 2 and Points a, b, c Clause 4 Article 11 of this Circular;

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 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 is submitted, and the legal capital shall not be smaller than the capital amount to be contributed as promised;

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.

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3. The owner or founding member that is a foreign credit institution shall be required to:

a) comply with the provisions of Point b Clause 4 Article 11 of this Circular;

b) have total assets of more than USD 10 billion at the end of the year preceding the year in which the application 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 is submitted and up to the date of submission of additional documents to the application;

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 is submitted and up to the date of submission of additional documents to the application;

e) not join any other credit institution duly 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. If the owner that is a Vietnamese commercial bank is converted into a non-bank credit institution under an approved mandatory transfer plan (hereinafter referred to as “commercial bank subject to mandatory transfer plan”), it shall:

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b) meet the minimum legal capital requirements for both commercial banks and non-bank credit institutions.

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

5. Clause 3a is added following Clause 3 Article 14 as follows:

 “3a. The project on establishment of the non-bank credit institution which has been approved by the owner and includes the contents specified in Clause 3 of this Article (except the contents in Points a and c) in case the owner is a commercial bank subject to mandatory transfer plan.”

6. Point h Clause 4 Article 15 is amended as follows:

 “h) The reports made by the founding shareholder that is a Vietnamese commercial bank or Vietnamese enterprise on its compliance with the provisions of Clause 4 Article 11 of this Circular for the period commencing from the application submission date to the date of submission of additional documents to the application.”

7. Clause 5a is added following Clause 5 Article 16 and Points dd, e Clause 7 Article 16 are amended as follows:

 “5a. Documents of the owner that is a commercial bank subject to mandatory transfer plan:

a) The letter of authorization to the representative of Vietnamese commercial bank’s stake in the non-bank credit institution as prescribed by laws;

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c) CV, made using the form in the Appendix No. 02 enclosed herewith, and criminal record of the legal representative or the person who is authorized to represent the Vietnamese commercial bank’s stake in the non-bank credit institution as prescribed in Point a Clause 4 Article 14 of this Circular.”;

 “dd) The reports made by the Vietnamese commercial bank or Vietnamese enterprise on their compliance with the provisions of Clause 4 Article 11 of this Circular or the reports made by the commercial bank subject to mandatory transfer plan on its compliance with the provisions of Clause 4 Article 12 of this Circular for the period commencing from the application submission date to the date of submission of additional documents to the application;

e) The written assessment given by a competent authority of the home country of the foreign credit institution’s compliance with the provisions of Points a, c, dd Clause 3 Article 12 of this Circular for the period commencing from the application submission date to the date of submission of additional documents to the application.”

8. Clause 1 Article 18 is amended as follows:

 “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 of this Circular directly or by post to SBV’s head office (via the Single-window Section)."

9. Article 22 is amended as follows:

 “Article 22. Charter and revised charter

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 revisions to its charter.

2. After obtaining the license, the non-bank credit institution shall send its charter which has been approved by its General Meeting of Shareholders or Board of Members directly or by post to the SBV’s head office within 15 days from the date of approval. If there are any revisions to its charter, the non-bank credit institution must send its revised charter directly or by post to the SBV’s head office within 15 days from the date on which such revisions are approved.”

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1. The phrase “(trừ trường hợp quy định tại khoản 3a Điều này)” (“except the case specified in Clause 3a of this Article”) is added following the phrase “đề án thành lập tổ chức tín dụng phi ngân hàng” (“Project on establishment of the non-bank credit institution”) in Clause 3 Article 14; the phrase “(trừ trường hợp chủ sở hữu quy định tại khoản 5a Điều này)” (except for the owner defined in Clause 5a of this Article”) is added following the phrase “Hồ sơ đối với chủ sở hữu, thành viên sáng lập là ngân hàng thương mại Việt Nam, doanh nghiệp Việt Nam” (“Documents of an owner or founding member that is a Vietnamese commercial bank or Vietnamese enterprise”) in Clause 5 Article 16.

2. The word “thành lập” ("establishment”) in Article 4, the phrase “(đối với địa bàn không có Cục Thanh tra, giám sát ngân hàng)” (“in province or city where the Office of the SBV Banking Supervision Agency is not established”) in Point b Clause 4 Article 41, and the phrase “Cục Thanh tra, giám sát ngân hàng hoặc” (“SBV Banking Supervision Agency or”) in Article 7 of Appendix 09A, Article 7 of Appendix 09B, Article 7 Appendix 09C, Article 7 Appendix N09D are abrogated.

3. Point c(iii), Point c(vi) Clause 3 Article 15 and Point d Clause 1 Article 41 are abrogated.

4. Appendixes 01, 02, 03, 04A, 04B, 05 and 06 are replaced with Appendixes 01, 02, 03, 04A, 04B, 05 and 06 enclosed herewith.

Article 3. Responsibility for implementation

The Chief of Office, Head of SBV Banking Supervision Agency, heads of units affiliated to the SBV, and non-bank credit institution are responsible for the implementation of this Circular.

Article 4. Implementation

1. This Circular comes into force from August 06, 2023.

2. Clauses 2, 3, 5 and 6 Article 1 of 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 are abrogated.

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4. Clause 7 Article 1, and Clauses 1, 2, 3 and 4 Article 2 of 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 are abrogated./.

PP. GOVERNOR
DEPUTY GOVERNOR




Doan Thai Son