CIRCULAR

AMENDMENTS TO CIRCULAR NO. 50/2018/TT-NHNN DATED DECEMBER 31, 2018 OF GOVERNOR OF STATE BANK OF VIETNAM PRESCRIBING PROCEDURES AND APPLICATION FOR APPROVAL OF CHANGES OF COMMERCIAL BANKS AND FOREIGN BANK BRANCHES

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

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 (SBV); 

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

The Governor of the State Bank of Vietnam promulgates a Circular providing amendments to the Circular No. 50/2018/TT-NHNN dated December 31, 2018 of the Governor of the State Bank of Vietnam prescribing procedures and application for approval of changes of commercial banks and foreign bank branches (FBB).

Article 1. Amendments to Circular No. 50/2018/TT-NHNN dated December 31, 2018 of SBV’s Governor  

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“b) Applications and procedures for granting approval for the following changes of a commercial bank or FBB:

(i) Purchase, sale or transfer of stakes of the owner of a single-member limited liability commercial bank; purchase, sale or transfer of stakes of the capital contributor of a multi-member limited liability commercial bank;

(ii) Purchase or receipt of transfer of shares resulting in a conversion into a major shareholder of a commercial bank;

(iii) Suspension of transactions for 05 working days or more, except suspension due to force majeure events.”

2. Clauses 3, 4 Article 3 are amended, and Clauses 5, 6 are added to Article 3 as follows:

“3. The application form made by a credit institution or FBB must be signed by its legal representative or authorized representative (hereinafter referred to as "lawful representative").  If the application form is signed by an authorized representative, it must be accompanied with a written authorization which is duly made in accordance with applicable laws.

4. The commercial bank or FBB shall submit its application to the SBV or SBV's provincial branch in one of the following forms:

a) Online submission through the National public service portal or SBV's public service portal (for applications submitted by commercial banks as prescribed in Article 5 and Article 8 of this Circular);

b) Direct submission at the Single-window Section of the SBV or SBV’s provincial branch;

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5. If an application is submitted online through the National public service portal or the SBV’s public service portal, electronic documents to be submitted may bear digital signatures in accordance with regulations of law on completion of administrative procedures in electronic environment. If the National public service portal or the SBV’s public service portal failed or encountered a problem, and thus is unable to receive and exchange electronic information, declaration, sending, receipt, exchange and response to information, and return of results will be made by post or directly at the SBV’s Single-window Section.

6. Documents included in an electronic application are scanned copies of original or physical original documents (in PFD format).”

3. Article 4 is amended as follows:

“Article 4. Authority to grant approval of changes

1. The SBV’s Governor shall consider granting approval for the changes specified in clause 1 Article 1 of this Circular of large-scale FBBs, as defined in the Decision of the SBV’s Governor, and commercial banks, except the changes prescribed in clause 2 of this Article.

2. Head of the SBV Banking Supervision Agency shall consider granting approval for the following changes of large-scale FBBs, as defined in the Decision of the SBV’s Governor, and commercial banks:

a) Relocation of headquarters of the commercial bank or relocation of FBB (within the same province or city where the commercial bank is headquartered or the FBB is located) and revisions to their License regarding such relocation;

b) Increase in charter capital of a limited liability commercial bank and revisions to its License regarding charter capital;

c) Increase in allocated capital of a FBB and revisions to its License regarding allocated capital;

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dd) Revisions to the License of a commercial bank or FBB regarding changes in address of the commercial bank’s headquarters or FBB’s address without relocation;

e) Suspension of transactions for 05 working days or more, except suspension due to force majeure events.

3. The Director of each SBV’s provincial branch shall consider granting approval for the changes specified in clause 1 Article 1 of this Circular of FBBs that are located in their province or city, except the cases prescribed in clauses 1, 2 of this Article.”

4. Point c(iii) clause 1 Article 11 is amended as follows:

“(iii) The list of shareholders and holdings of shareholders that own shares worth at least 5% of voting share capital and of charter capital before and after the increase; list of shareholders and their related persons that own shares worth at least 15% of charter capital before and after the increase.  These lists must also include identification information (for an individual: full name; ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity, and nationality(ies) (for an individual who does not hold Vietnamese nationality); for an organization: name of the organization, enterprise ID number, headquarters address, and legal representative (ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity, and nationality(ies) (for an individual who does not hold Vietnamese nationality)) of shareholders and their related persons as prescribed by laws;”.

5. Point a(iii) clause 1 Article 12 is amended as follows:

 “(iii) In case the increase in charter capital of a joint-stock commercial bank results in establishment of a new majority shareholder, its application form shall also indicate the shareholder’s name and their holdings before and after such increase;”  

6. Point d clause 1 Article 12 is amended as follows:

“d) The list of shareholders and holdings of shareholders that own shares worth at least 5% of voting share capital and of charter capital before and after the increase; list of shareholders and their related persons that own shares worth at least 15% of charter capital before and after the increase.  These lists must also include identification information (for an individual: full name; ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity, and nationality(ies) (for an individual who does not hold Vietnamese nationality); for an organization: name of the organization, enterprise ID number, headquarters address, and legal representative (ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity, and nationality(ies) (for an individual who does not hold Vietnamese nationality)) of shareholders and their related persons as prescribed by laws.”.

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“(iii) Regarding a new capital contributor of a joint-venture bank that is a non-bank enterprise, the application also includes:

- The establishment license or business registration certificate or another document of equivalent validity (except Vietnamese enterprises);

- The letter of authorization to person representing its stake at the bank as prescribed by law;

- Copies of passports of the enterprise’s legal representative and representative of its stake at the bank (for persons who do hold Vietnamese nationality);

- A competent authority’s written permission for the enterprise’s contribution of capital to the bank;

- The report on satisfaction of requirements by the new partner that is a non-bank enterprise upon its contribution of capital in accordance with regulations adopted by the SBV’s Governor on replacement of license, addition of business lines to license, and organization and operation of commercial banks, foreign bank branches, representative offices in Vietnam of foreign credit institutions and other foreign organizations performing banking activities;

- Financial statements of the last 03 years prior to the year of submission of the application for approval of capital increase, which have been audited by independent audit organizations and given no qualified opinion;

 - The report on the non-bank enterprise’s financial capability to make capital contribution to the joint-venture bank which is made using the form in Appendix 01 enclosed herewith;

- The statement of credit relationships made using the form in Appendix 02 enclosed herewith;

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 - A written statement that the non-bank enterprise is not a founding shareholder, owner, founding member or strategic shareholder of another credit institution duly established and operating in Vietnam.”.

8. Clause 2 Article 13 is amended as follows:

“2. Procedures for granting approval for the increase by a limited liability commercial bank in its charter capital from additional reserve fund of charter capital, accumulated undistributed profits and other funds as prescribed by law comply with provisions of clause 2 Article 5 of this Circular.”.

9. Point b(iii) clause 2 Article 16 is amended as follows:

“(iii) If the purchaser or transferee of stakes of a joint-venture bank is a non-bank enterprise, the application includes the documents specified in point c(iii) clause 1 Article 13 of this Circular.”

10. Heading of Article 17 is amended as follows:

“Article 17. Purchase or receipt of transfer of shares resulting in conversion into a major shareholder”.

11. Clause 3 Article 17 is amended as follows:

“3. If the purchase of shares helps the purchaser become a majority shareholder in case of increase in charter capital of a joint-stock commercial bank, the application and procedures for approval shall comply with provisions of Article 12 of this Circular.

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12. Article 17a is added as follows:

“Article 17a. Notifying business registration authorities of approval of changes of commercial banks and FBBs

Within 05 working days from the day on which the SBV gives a written approval of revisions to the License of a commercial bank or FBB, the SBV Banking Supervision Agency or relevant SBV’s provincial branch shall give a written notification of such approval, accompanied with the Decision to revise the License, to the relevant business registration authority for keeping the National Enterprise Registration Information System updated.”

13. Heading of Chapter III is amended as follows:

“Chapter III. Implementation organization”

14. Clause 1 Article 18 is amended as follows:

“1. Take charge of receiving, appraising, getting opinions from relevant units affiliated to the SBV (where necessary), consolidating and submitting reports to the SBV’s Governor for considering and giving approval for the changes specified in clause 1 Article 4 of this Circular; within 05 working days from the day on which the SBV receives the application from a commercial bank or FBB as prescribed in clause 4 Article 7 of this Circular, the SBV Banking Supervision Agency shall request the SBV’s branch of the province or city to which the commercial bank’s headquarters or the FBB will be relocated to verify the satisfaction of relevant requirements by such commercial bank’s headquarters or FBB.”

15. Clause 1a is added to Article 18 as follows:

“1a. Receive and appraise applications, and consider granting approval for the changes specified in clause 2 Article 4 of this Circular.”

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Article 2. Replacement and abrogation of some phrases, clauses of Circular No. 50/2018/TT-NHNN

1. The phrase “trình tự” (“order”) in clause 1 Article 1, clause 3 Article 2, clause 2 Article 5, clause 2 Article 6, clause 2 Article 7, clause 2 Article 9, clause 2 Article 10, clause 2 Article 11, clause 2 Article 12, clause 3 Article 13, clause 2, 3 Article 14, clause 2 Article 15, clause 3 Article 16, clause 4 Article 17 is abrogated.

2. The phrases “hoạt động kinh doanh” (“business activities”) and “hoạt động” (“activities”) in Article 10 are replaced with the phrase “giao dịch” (“transactions”).

3. The phrase “khoản 6 Điều 103 Luật Các tổ chức tín dụng” ("clause 6 Article 103 of the Law on Credit Institutions”) is replaced with the phrase “khoản 8 Điều 111 Luật Các tổ chức tín dụng” (“clause 8 Article 111 of the Law on Credit Institutions”) in the 4^th dash of point c(ii) clause 1 Article 13.

4. The phrase “lợi nhuận để lại” (“retained earnings”) is replaced with the phrase “lợi nhuận lũy kế chưa phân phối” (“accumulated undistributed profits") in heading of Article 11, points b, c(ii) clause 1 Article 11, point a(iii) clause 1 Article 13, point a(iii) clauses 1, 2 Article 14.

5. Clause 3 Article 1, clause 3 Article 10 and clause 1 Article 17 are abrogated.

Article 3. Responsibility for implementation

The Chief of Office, Head of the SBV Banking Supervision Agency, heads of units affiliated to the SBV, commercial banks and FBBs are responsible for the implementation of this Circular.

Article 4. Effect

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2. Regulations on online submission of applications by commercial banks in this Circular come into force from July 01, 2025.

3. Clauses 1, 2, 5, 6, 7 Article 1 of the Circular No. 06/2022/TT-NHNN dated June 30, 2022 of Governor of the State Bank of Vietnam are abrogated.

4. Article 2 of the Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam is abrogated./.

PP. GOVERNOR
DEPUTY GOVERNOR




Doan Thai Son