CIRCULAR

ON APPLICATION AND PROCEDURES FOR APPROVAL FOR CHANGES OF NON-BANK CREDIT INSTITUTIONS

The Circular No. 25/2017/TT-NHNN dated December 29, 2017 of the Governor of the State Bank of Vietnam on application and procedures for approval for changes of non-bank credit institutions, in force as from February 26, 2018, is amended and supplemented by:

The Circular No. 27/2022/TT-NHNN dated December 31, 2022 of the Governor of the State Bank of Vietnam, amending and supplementing several Articles of Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

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

Pursuant to the Law on Credit Institutions dated June 16, 2010;

Pursuant to the Law on Amendments and Supplements to the Law on Credit Institutions dated November 20, 2017;

Pursuant to the Law on Enterprises dated November 26, 2014;

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Upon the request of the Chief of Banking Inspection and Supervision Agency;

The Governor of the State Bank of Vietnam herein promulgates the Circular on application and procedures for approval for changes of non-bank credit institutions[1]. 

Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. This Circular provides for application and procedures for approval for changes of non-bank credit institutions, including:

a) Corporate name or head office’s address of a non-bank credit institution;

b) License validity period;

c) Charter capital;

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dd) Any business suspension of 05 working days or more, except suspension due to force majeure events;

e) Revisions to licenses of non-bank credit institutions other than the cases specified in Point a, b, c and d this Clause.

2. Application and procedures for approval for license changes and revisions of the contents and scope of operation of non-bank credit institutions; application and procedures for approval for relocation of headquarters; listing of shares on a foreign securities market shall comply with specific guidance of the State bank of Vietnam (hereinafter referred to as “State bank”) and relevant law provisions.

3. Application and procedures for approval for transfer of shares and stakes that leads to conversion of business types of non-bank credit institutions shall comply with specific guidance of the State bank and relevant law provisions.

Article 2. Subjects of application

1. Non-bank credit institutions, including financial companies and financial leasing companies.

2. Organizations and individuals related to the application and procedures for approval for changes and revisions of licenses applied to non-bank credit institutions specified in this Circular.

Article 3. Interpretation of terms

In this Circular, “competent authority” means the authority that has the power to approve the changes specified in Clause 1 Article 1 hereof as prescribed in the Charter of the non-bank credit institution and in accordance with the Law on credit institutions (amended) and relevant law provisions.

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1. The application must be made in Vietnamese. Consular legalization of the applications in foreign language shall be required, unless they are exempted from consular legalization under law provisions on consular certification, consular legalization and translation, notarization in Vietnamese.

2. If any of the documents is not a certified true copy or a copy made from its original register, the original copy shall be presented together with the application for comparison, the official in charge of comparison shall sign his/her certification on the copy and assume responsibility for his/her certification.

Chapter II

APPLICATION AND PROCEDURES FOR APPROVAL FOR LICENSE CHANGES AND REVISIONS APPLIED TO NON-BANK CREDIT INSTITUTIONS

Article 5. Renaming

1. The application includes:

a) The application for renaming signed by a legal representative of the non-bank credit institution with the following contents: Current name; new name which complies with relevant law provisions on naming; reasons;

b) Document of a competent authority approving the renaming.

2. Procedures for approval:

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b)[2] (deleted);

c) Within 20 working days from the day on which the satisfactory application is received, the State bank shall revise the License regarding the name changing of the non-bank credit institution. If the application is rejected, the State bank must provide explanation in writing.

3.[3] The SBV’s Governor shall authorize the Head of the SBV Banking Supervision Agency to consider issuing a decision to modify the license regarding the renaming of the non-bank credit institution.

Article 6. Relocation of headquarter

1. The application includes:

a) The application for headquarter relocation signed by a legal representative of the non-bank credit institution with the following contents:  Current location; new location which satisfies the requirements of a headquarter in accordance with law provisions; reasons; plan to install equipment at the new headquarter; plan to relocate headquarter to ensure continuity in operation;

b) Document of a competent authority approving the relocation of headquarters;

c) Documents proving the non-bank credit institution have the lawful right to own or use the headquarters at its new location in accordance with relevant law provisions.

2. Procedures for approval for relocation in the same centrally-affiliated city or province (hereinafter referred to as “province”) where the headquarter of the non-bank credit institution is currently located:

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b)[4] (deleted);

c) Within 20 working days from the day on which the satisfactory application is received, the State bank shall revise the License regarding the relocation of headquarter of the non-bank credit institution as specified in this Clause. If the application is rejected, the State bank must provide explanation in writing.

3. Procedures for approval for relocation to another province:

a) The non-bank credit institution shall send the applications specified in Clause 1 this Article to the State bank directly or by post. If the application is not sufficient, within 10 working days from the receipt of the above application, the State bank shall sent a document requiring the non-bank credit institution to supplement the application;

b) Within 10 working days from the day on which the satisfactory application is received, the Bank Supervision and Inspection Agency shall review the application and send requests for opinion or request the Governor to send the requests for opinion to:

(i) The State Bank branches of the provinces (hereinafter referred to as State bank branch) where the headquarter of the non-bank credit institution is located and where the non-bank credit institution requests to be relocated at on the relocation of headquarter of the non-bank credit institution, impact of the relocation of headquarter to the operation system of the credit institution in the administrative division; proposals and recommendations (if any);

(ii) People’s Committees  of the provinces where the headquarter of the non-bank credit institution is located and where the non-bank credit institution requests to be relocated at on the relocation of headquarter of the non-bank credit institution, impact of the relocation of headquarter for the political, economic and social stability in the administrative division; proposals and recommendations (if any);

c) Within 10 working days since the receipt of the written requests from the Bank Supervision and Inspection Agency, the above units and agencies received such requests shall provide their opinions in writing on the requested contents, and send them to the Bank Supervision and Inspection Agency within their power and duties;

d) Within 15 days after the expiry of the time limit for receipt of opinions as specified in Point c this Clause, the Bank Supervision and Inspection Agency shall collect the opinions and submit them to the Governor, who will decide revision of the License regarding the relocation of headquarter of the non-bank credit institution;

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4. Within 15 days before operating at the new location, the non-bank credit institution shall send a written report on the day scheduled to start operations at the new location and satisfying all requirements of a headquarter in accordance with law provisions to the Bank Supervision and Inspection Agency or the State bank branch where the new headquarter of the non-bank credit institution is located in the province or city[5].

5. Within 12 months from the day on which the State bank issued a decision to revise the License regarding the relocation of headquarter, the non-bank credit institution must operate at the new location. Over the said time limit, if the non-bank credit institution does not operate at the new location, the decision to revise the License regarding the relocation of headquarter shall automatically expires.

6.[6] Where its head office’s address is changed (i.e. its head office is not relocated), the non-bank credit institution shall send a written notification of change in the head office’s address and a request for modification of the license regarding change in the head office’s address either by post or directly to the SBV.

Within 20 days from the receipt of the request from the non-bank credit institution, the SBV shall issue a decision to modify the license regarding change in the head office’s address of the non-bank credit institution as prescribed in this Clause.

7.[7] The SBV’s Governor shall authorize the Head of the SBV Banking Supervision Agency to consider issuing a decision to modify the license regarding relocation of the head office of the non-bank credit institution within the same province or city where it is headquartered and regarding the change in the head office’s address (without relocation of the head office) of the non-bank credit institution.

Article 7. Change of license validity period

1. The application includes:

a) The application for change of license validity period signed by a legal representative of the non-bank credit institution with the following contents: Current license validity period; new license validity period which ensure compliance with the license validity period of non-bank credit institutions according to the provisions of law; reasons;

b) The report on the organization and operation of the non-bank credit institution which specifies:

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(ii) Evaluation of  business performance in 05 years preceding the year in which the application is submitted, including main operational targets (capital structure, use of capital and business results); organization and operation of the management and internal audit apparatus and the internal audit system;

(iii) Expected objectives, strategy of operation and business plan in the 03 following years;

c) Document of a competent authority approving the change of license validity period;

d) In case of change of license validity period other than extension of license validity period, the non-bank credit institution shall submit the dossiers specified in Point a, b and c this Clause and documents proving the necessity of the change of license validity period.

2. Procedures for approval:

a) The non-bank credit institution shall send the applications specified in Clause 1 this Article to the State bank directly or by post (In case of demand for the extension of license validity period, the non-bank credit institution shall send the dossier at least 180 days before the expiry date of the license). If the application is not sufficient, within 10 working days from the receipt of the above application, the State bank shall sent a document requiring the non-bank credit institution to supplement the application;

b) Within 10 working days from the day on which the satisfactory application is received, the Bank Supervision and Inspection Agency shall evaluate the application and send requests for opinions to the State bank branch in the province or city where the non-bank credit institution's headquarter is located[8];

c) Within 10 workings day since the receipt of the written requests from the Bank Supervision and Inspection Agency, the State bank specified in Point b this Clause shall provide their opinions in writing on the requested contents, and send them to the Bank Supervision and Inspection Agency;

d) Within 15 days after the expiry of the time limit for receipt of opinions, the Bank Supervision and Inspection Agency shall collect the opinions and submit them to the Governor, who will decide the revision of the License regarding the change of license validity period of the non-bank credit institution;

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Article 8. Increase in charter capital of a limited liability non-bank credit institution

1. The application includes:

a) Written application for approval for increase in charter capital and revision of the license regarding the increase in charter capital signed by a legal representative of the non-bank credit institution;

b) Written approval of the competent authority for plan for increasing charter capital of the non-bank credit institution with the following contents:

(i) The reason and the need to increase charter capital;

(ii) Current amount of charter capital, amount of charter capital planned to be increased;

(iii) Stages of increasing charter capital in the year, sources used to increase charter capital;

(iv) Scheduled time to complete the increase in charter capital;

(v) Expected balance sheet and business result in 03 consecutive years after the increase of charter capital; plan to use the amount of charter capital increased in business activities;

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c) Financial statement of the non-bank credit institution of the year preceding the year of proposal for increase in charter capital audited by an independent audit firm in accordance with law provisions. If there is no audited financial statement, the non-bank credit institution may submit the non-audited financial statement, and then submit an audited financial statement as soon as the independent audit firm issues an auditor's report and must take responsibility for its submitted financial statement;

d) For cases where the increase in charter capital is contributed by the owner or a capital contributor, the non-bank credit institution shall supplement the following dossiers in addition to the dossiers prescribed at Points a, b and c of this Clause:

(i) Commitment to use the lawful source of money of the owner or capital contributor to allocate or contribute;

(ii) The written certification by the State Bank's Transaction center or the State Bank branch where the headquarter of the non-bank credit institution is located on the additional amount of charter capital to be deposited into the escrow account;

(iii) Financial statement of the owner or the additional capital contributor of the year preceding the year of proposal for increase in charter capital audited by an independent audit firm in accordance with law provisions. If there is no audited financial statement, the non-bank credit institution may submit the non-audited financial statement, and then submit an audited financial statement as soon as the independent audit firm issues an auditor's report and must take responsibility for its submitted financial statement;

dd) For cases where the increase in charter capital is contributed by a new capital contributor, the non-bank credit institution shall supplement the dossiers of the new capital contributor of the non-bank credit institution similar to dossiers of a founding member of a non-bank credit institution in accordance with regulations of the State bank on issuance of licenses, organization and operation of non-bank credit institutions in addition to the dossiers prescribed at Points a, b, c, d(i) and d(ii) of this Clause.

2. Procedures for approval:

a) The non-bank credit institution shall send the applications specified in Clause 1 this Article to the State bank directly or by post. If the application is not sufficient, within 10 working days from the receipt of the above application, the State bank shall sent a document requiring the non-bank credit institution to supplement the application;

b) Within 30 days from the day on which the satisfactory application is received, the Bank Supervision and Inspection Agency shall request the Governor to consider issuing a decision to revise the License regarding the increase in charter capital of the non-bank credit institution;

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Article 9. Increase in charter capital of a joint-stock non-bank credit institution

1. The application for increase in charter capital from convertible bonds, reserve fund for charter capital complementation, fund for capital surplus, retained earnings and other funds in accordance with law provisions on non-bank credit institutions includes:

a) Written application for approval for increase in charter capital and revision of the license regarding the increase in charter capital signed by a legal representative of the non-bank credit institution;

b) Document of a competent authority approving the plan for increasing charter capital of the non-bank credit institution;

c) Plan for increasing charter capital with the following contents:

(i) The reason and the need to increase charter capital;

(ii) Current amount of charter capital, amount of charter capital planned to be increased;

(iii) Stages of increasing charter capital in the year, sources used to increase charter capital; information on the batches to be issued in the year, plan for issuance each stage.  In case the charter capital is increased from the conversion of convertible bonds into common stocks, the following contents shall be included in the plan for increase in charter capital:

- Total value of issued bonds, batches of bonds issued, term to maturity, rate of conversion of bonds into stocks, plan of conversion of bonds into stocks;

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(iv) Scheduled time to complete the increase in charter capital;

(v) Expected balance sheet and business result in the year after the increase of charter capital; plan to use the amount of charter capital increased in business activities;

(vi) Capacity for management, operation and risk management regarding the new amount of charter capital;

d) Financial statement of the non-bank credit institution of the year preceding the year of proposal for increase in charter capital audited by an independent audit firm in accordance with law provisions. If there is no audited financial statement, the non-bank credit institution may submit the non-audited financial statement, and then submit an audited financial statement as soon as the independent audit firm issues an auditor's report and must take responsibility for its submitted financial statement;

dd) List of major shareholders and their related persons; shareholders and their related persons own at least 5% of charter capital or 5% of share capital with voting rights of the non-bank credit institution; shareholders who are members of the Board of Directors, members of the Control Board, General Director (Director) and their related persons before and after the increase in charter capital with the following information:

(i) For individuals: Name, people's identity card or citizen identification number or passport number or other valid personal identification papers, date of issue, place of issue;  

(ii) For organizations: Name of the organization, address of the headquarter, establishment license number or enterprise registration certificate or equivalent document, date of issue, place of issue; full name, people's identity card or citizen identification number or passport number or other valid personal identification papers of the legal representative of the organization, date of issue, place of issue;

(iii) Amount of shares and ratio of holdings to share capital with voting rights, current charter capital and expected amount of charter capital after the increase (specify the amount of common shares and preference shares);

e) Report on total shareholding of foreign investors (foreign individuals and organizations) of current and expected after the increase in charter capital.

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a) Documents specified in Point b, c, d, dd and e Clause 1 this Article;

b) Written application for approval for increase in charter capital and revision of the license regarding the increase in charter capital signed by a legal representative of the non-bank credit institution in which must include the content of commitment to notify shareholders and investors of the rights and obligations of shareholders in accordance with provisions of the Law on Credit Institutions (amended), including taking legal responsibility for the legitimacy of the sources of funding for contributing, buying, receiving shares at the non-bank credit institution; not using credit extended by the credit institution or foreign bank’s branch to buy or receive shares from the non-bank credit institution; not contributing capital or buying shares of a non-bank credit institution in the name of another individual or legal entity in any shape or form, unless it is authorized in accordance with law;

c) Written declaration of persons related to individuals or organizations expected to be major shareholders according to the Annex enclosed herewith;

d) Written tax declaration of individuals and organizations expected to be major shareholders in the latest year since the application and the terminal tax statement submitted to the tax authority in accordance with law provisions;

dd) Report on outstanding credit balance up to the time of application of organizations and individuals expected to be major shareholders of the non-bank credit institution, major shareholders, members of the Board of Directors, members of the Control Board, General Director (Director) expected to purchase, contribute and receive shares to increase charter capital of the non-bank credit institution, in which information on name of the credit institution or foreign bank’s branch extending such credit, debt category and credit purposes shall be included;

e) License for establishment or enterprise registration certificate or equivalent documents of the organizations expected to be major shareholders;

g) Financial statement of the organizations expected to be major shareholders of the year preceding the year of proposal for increase in charter capital audited by an independent audit firm in accordance with law provisions. If there is no audited financial statement, the organization may submit the non-audited financial statement, and then submit an audited financial statement as soon as the independent audit firm issues an auditor's report and must take responsibility for its submitted financial statement;

3. After completing the increase in charter capital, the non-bank credit institution shall send documents proving the completion to the State bank including:

a) Report on the structure of shareholders after the non-bank credit institution increase its charter capital, including the contents specified in Point e, Clause 1 of this Article;

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c) In case of increasing charter capital as prescribed in Clause 2 of this Article, the non-bank credit institution must enclose the State Securities Commission's document on shares offering; report on results of securities offering; The written certification of the bank where the escrow account is opened for the earnings from the offering.

4. Procedures for approval:

a) The non-bank credit institution shall send the applications specified in Clause 1 and 2 this Article to the State bank directly or by post. If the application is not sufficient, within 10 working days from the receipt of the above application, the State bank shall sent a document requiring the non-bank credit institution to supplement the application;

b) Within 30 days from the day on which the satisfactory application is received, the Bank Supervision and Inspection Agency shall request the Governor to decide whether to issue an official approval for the request of the non-bank credit institution;

c) Within 45 working days from the day on which the satisfactory application is received, the State bank shall issue the written approval or disapproval for the request of the non-bank credit institution. If the application is rejected, the State bank must provide explanation in writing;

d) The written approval for increase in charter capital shall be valid for 12 months from the day on which it is signed. If the increase of charter capital has not been completed within the prescribed time limit and if the competent authority authorized level approves the change in the charter capital increase plan already approved by the State Bank, the charter capital increase automatically expires;

dd) Within 10 working days since the completion of the increase of charter capital, the non-bank credit institution shall send the applications specified in Clause 3 this Article to the State bank directly or by post;

e) Within 20 days from the day on which the satisfactory application is received, the State bank shall revise the License regarding the increase in charter capital of the non-bank credit institution. If the application is rejected, the State bank must provide explanation in writing.

Article 10. Transfer of stakes of owners and capital contributors

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a) The application for approval for transfer of stakes signed by a legal representative of the non-bank credit institution in which specifies names and addresses of headquarters of the seller, the buyer, the transferor and the transferee; rate of transfer of stakes; holdings and value of stakes of capital contributors before and after the transfer; time of transfer; reasons;

b) Written approval on the transfer of stakes issued by a competent authority of the seller, the buyer, the transferor and the transferee;

c) Written request for purchase or receipt of stakes signed by the legal representatives of the buyer and the transferee;

d) Written agreement, commitment on the transfer of stakes between the seller, the transferor and the buyer, the transferee;

dd) Commitment to use the lawful source of money of the seller or the transferee to purchase or receive stakes of the non-bank credit institution;

e) Financial statement of the non-bank credit institution of the year preceding the year of proposal for transfer of stakes audited by an independent audit firm in accordance with law provisions. If there is no audited financial statement, the non-bank credit institution may submit the non-audited financial statement, and then submit an audited financial statement as soon as the independent audit firm issues an auditor's report and must take responsibility for its submitted financial statement;

g) Financial statement of the buyer or the transferee of the year preceding the year of proposal for transfer of stakes audited by an independent audit firm in accordance with law provisions. If there is no audited financial statement, the organization may submit the non-audited financial statement, and then submit an audited financial statement as soon as the independent audit firm issues an auditor's report and must take responsibility for its submitted financial statement;

2. The application for approval for transfer of stakes to sellers or buyers who are new capital contributors of the non-bank credit institution shall include the following documents:

a) Documents specified in Point a, b, c, d, dd and e Clause 1 this Article;

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3. The application for approval for transfer of stakes to sellers or buyers who are owners of the non-bank credit institution shall include the following documents:

a) Documents specified in Point a, c, d, dd and e Clause 1 this Article;

b) Written approval on the contents of the plan for transfer of stakes issued by a competent authority of the seller, the buyer, the transferor and the transferee;

c) Plan for transfer of stakes with the following contents:

(i) Name, address and website (if any) of the non-bank credit institution;

(ii) Information of the seller, the buyer, the transferor and the transferee: Name of the organization, address of the headquarter, establishment license number or enterprise registration certificate or equivalent document, date of issue, place of issue; full name, people's identity card or citizen identification number or passport number or other valid personal identification papers of the legal representative of the organization, date of issue, place of issue;

(iii) Reasons for transfer of stakes;

(iv) Summary of financial status and business performance, the satisfaction of prudential ratios in activities of the non-bank credit institution in the year immediately preceding the application and at the time of request for transfer of stakes;

(v) Rights and obligations of the seller, the buyer, the transferor, the transferee and related organizations and individuals (if any);

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(vii) Responsibilities of the seller, the transferor, the buyer and the transferee in costs arising during the transfer;

(viii) Handling methods in cases one of the parties unilaterally cancel the agreement on transfer;

(ix) Plan for diagram of organizational structure, personnel, operation network and other issues related to the organization and operation of the non-bank credit institution after the transfer of stakes;

(x) Intended business plan in the first 3 years of the non-bank credit institution after the transfer, which at least contain: analysis of the market, business strategy, targets and plan; intended financial statements of each year (the balance sheet, income statement, cash flow statement); reserves requirement in the operation, targets for performance and description of possibilities of financial targets in each year;

(xi) Measures for conversion and combination of management information system, internal control, internal audit and transmission system to ensure the smooth operation during and after the transfer;

d) Dossiers of the new owner of the non-bank credit institution similar to dossiers of a founding owner of a non-bank credit institution in accordance with regulations of the State bank on issuance of licenses, organization and operation of non-bank credit institutions.

4. Procedures for approval:

a) The non-bank credit institution shall send the applications specified in Clause 1, 2 and 3 this Article to the State bank directly or by post. If the application is not sufficient, within 10 working days from the receipt of the above application, the State bank shall sent a document requiring the non-bank credit institution to supplement the application;

b) Within 10 workings day from the day on which the satisfactory application is received, the Bank Supervision and Inspection Agency shall review the application and send requests for opinion to related units on the request of the non-bank credit institution, impact of the transfer of stakes to the operation system of the credit institution in the administrative division, proposals and recommendations (if any);

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d) Within 15 days after the expiry of the time limit for receipt of opinions as specified in Point c this Clause, the Bank Supervision and Inspection Agency shall collect the opinions and submit them to the Governor, who will decide whether to issue an official approval for the request of the non-bank credit institution;

dd) Within 45 working days from the day on which the satisfactory application is received, the State bank shall issue the written approval or disapproval for the request of the non-bank credit institution. If the application is rejected, the State bank must provide explanation in writing.

e) Within 03 months from the day on which the State bank issued the written approval, participating parties must complete the transfer of stakes. Over the said time limit, if the parties do not perform the transfer of stakes, the written approval for the State bank shall automatically expires;

g) Within 05 working days from the completion of the transfer of stakes, the non-bank credit institution shall submit to the State bank a report on the result of the transfer of stakes, list and contribution rate of capital contributors before and after the transfer together with documents proving the completion.

5. Regarding the transfer of 100% of stakes of a non-bank credit institution placed under special control according to the plan approved by the Prime Minister, after completing the transfer of 100% of stakes, the non-bank credit institution shall submit to the State bank a report on the result of the transfer of stakes, list and contribution rate of capital contributors before and after the transfer together with documents proving the completion.

6. In case the transfer of stakes results in revision of the license related to license validity period, owners and capital contributors of the license, the revision of the license shall comply with the following regulations:

a) The non-bank credit institution shall send the following documents to the State bank directly or by post:

(i) Written request for revision of license and documents proving the completion of the transfer of stakes specified in Point g Clause 4 or 5 this Article;

(ii) In case of change of license validity period due to change of owners, the non-bank credit institution shall supplement the documents on license validity period of the owners in addition to the dossiers specified in Point a(i) this Clause;

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Article 11. Transfer of shares of major shareholders; transfer of shares that turns the major shareholders to a common one and vice versa

1. Application for approval for transfer of shares of major shareholders and the buyer, the transferee intended to be common shareholders; transfer of shares that turns the major shareholders to a common one:

a) The application signed by a legal representative of the non-bank credit institution with the following contents:

(i) Information of the seller/the transferor:

- For individuals: Full name, people's identity card or citizen identification number or passport number or other valid personal identification papers, date of issue, place of issue;  

- For organizations: Name, address of the headquarter, establishment license number or enterprise registration certificate or equivalent document, date of issue, place of issue; full name, people's identity card or citizen identification number or passport number or other valid personal identification papers of the legal representative of the organization, date of issue, place of issue;

(ii) Number of shares transferred, total value of shares transferred at par value;

(iii) Number of shares owned, total value of shares owned by par value, ratio of holdings to charter capital of the non-bank credit institutions before and after the transfer;

(iv) Expected date of transaction;

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b) List of major shareholders and their related persons of the non-bank credit institution before and after the transfer of shares with the following information:

(i) For individuals: Full name, people's identity card or citizen identification number or passport number or other valid personal identification papers, date of issue, place of issue;  

(ii) For organizations: Name, address of the headquarter, establishment license number or enterprise registration certificate or equivalent document, date of issue, place of issue; full name, people's identity card or citizen identification number or passport number or other valid personal identification papers of the legal representative of the organization, date of issue, place of issue;

(iii) Amount of shares and ratio of holdings to share capital with voting rights, current charter capital and expected amount of charter capital after the transfer of shares (specify the amount of common shares and preference shares).

2. Application for approval for transfer of shares of major shareholders and the buyer, the transferee intended to be major shareholders; transfer of shares that turns the common shareholders to a major one:

a) Documents specified in Point b Clause 1 this Article;

b) The application signed by a legal representative of the non-bank credit institution with the following contents:

(i) Information of the seller, the buyer, the transferor and the transferee:

- For individuals: Full name, people's identity card or citizen identification number or passport number or other valid personal identification papers, date of issue, place of issue;  

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(ii) Number of shares transferred, total value of shares transferred at par value;

(iii) Number of shares owned, total value of shares owned by par value, ratio of holdings to charter capital of the non-bank credit institutions before and after the transfer;

(iv) Expected date of transaction;

(v) Commitment to notify shareholders and investors of the rights and obligations of shareholders in accordance with provisions of the Law on Credit Institutions (amended), including taking legal responsibility for the legitimacy of the sources of funding for contributing, buying, receiving shares at the non-bank credit institution; not using credit extended by the credit institution or foreign bank’s branch to buy or receive shares from the non-bank credit institution; not contributing capital or buying shares of a non-bank credit institution in the name of another individual or legal entity in any shape or form, unless it is authorized in accordance with law;

c) Written request for purchase or receipt of shares signed by the legal representatives of the buyer or the transferee;

d) Written agreement, commitment on the transfer of shares between the seller, the transferor and the buyer, the transferee;

dd) Report on outstanding credit balance up to the time of application of the buyer/the transferee in which information on name of the credit institution or foreign bank’s branch extending such credit, debt category and credit purposes shall be included;

e) Written declaration of persons related to the buyer/the transferee according to the Annex enclosed herewith;

g) Written tax declaration of the buyer/the transferee in the latest year since the application and the terminal tax statement submitted to the tax authority in accordance with law provisions;

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i) Financial statement of the buyer or the transferee of the year preceding the year of application audited by an independent audit firm in accordance with law provisions. If there is no audited financial statement, the organization may submit the non-audited financial statement, and then submit an audited financial statement as soon as the independent audit firm issues an auditor's report and must take responsibility for its submitted financial statement;

3. Procedures for approval:

a) The non-bank credit institution shall send the applications specified in Clause 1, 2 this Article to the State bank branch in the province or city where the headquarter of the non-bank credit institution[9] is located directly or by post. If the application is inadequate or invalid, within 10 business days from the receipt of the application, the SBV’s branch[10] shall request the applicant in writing to modify the application;

b) Within 40 working days from the day on which the satisfactory application is received, the State bank branch[11] shall issue the written approval or disapproval for the request of the non-bank credit institution. If the application is rejected, the State bank branch[12] must provide explanation in writing.

4. Within 05 working days from the completion of trading or transfer of shares, the non-bank credit institution shall submit a report on such transaction to the State bank branch[13].

Article 12. Business suspension of 05 working days or more, except suspension due to force majeure events

1. The application includes:

a) The application for business suspension signed by a legal representative of the non-bank credit institution with the following contents: Number of days and estimate time of business suspension; reasons; measures to be taken to minimize the effect of the business suspension on the rights and interests of customers;

b) Document of a competent authority approving the business suspension.

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a) At least 30 days before the estimated day of business suspension, the non-bank credit institution shall send the application specified in Clause 1 of this Article to the State bank branch in the province or city where the headquarter of the non-bank credit institution[14] is located directly or by post. If the application is inadequate or invalid, within 10 business days from the receipt of the application, the SBV’s branch[15] shall request the applicant in writing to modify the application;

b) Within 15 working days from the day on which the satisfactory application is received, the State bank branch[16] shall issue the written approval or disapproval for the request of the non-bank credit institution. If the application is rejected, the State bank branch[17] must provide explanation in writing.

3. After receiving the written approval on the business suspension from the State bank branch[18], the non-bank credit institution shall list the time and reason of business suspension on its website, at its headquarter and transaction offices at least 03 working days before the day of business suspension.

Article 13. Revision of licenses of non-bank credit institutions as specified in Point e Clause 1 Article 1 hereof

1. The application includes:

a) The application for revision of the license signed by a legal representative of the non-bank credit institution with the following contents: reasons, the necessity of such revision, measures to be taken related to the revision of the license that affect the organization and operation of the non-bank credit institution;

b) Document of a competent authority approving the revision of the license;

c) Documents proving the necessity of the revision and other documents in accordance with law provisions.

2. Procedures for approval:

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b) Within 30 days from the day on which the satisfactory application is received, the Bank Supervision and Inspection Agency shall request the Governor to consider issuing a decision to revise the License;

c) Within 45 days from the day on which the satisfactory application is received, the State bank shall revise the License. If the application if rejected, the State bank must provide explanation in writing. If the application is rejected, the State bank must provide explanation in writing.

Chapter III

IMPLEMENTATION[19]

Article 14. Responsibilities of non-bank credit institutions

1. Implement the regulations on application and procedures for approval for changes and revision of licenses as specified in this Circular and take responsibility for the accuracy, completeness and truthfulness of the information provided in the application.

2. Supplement the application at the request of the State bank or the State bank branch[20] within 45 days from the day on which the written request for supplementation is received. Over the said time limit, if the non-bank credit institution does not supplement the application as requested, the State bank branch[21] shall reject the application for approval of change submitted by the non-bank credit institution.

Article 15. Grandfather clauses

Non-bank credit institutions submitting sufficient applications for approval or changes of one of more contents specified in Clause 1 Article 1 hereof before the effective date of this Circular and conformable to law provisions at the time of application shall continue to be performed in accordance with effective law provisions or supplement applications to comply with this Circular.

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1. This Circular shall enter into force as from February 26, 2018.

2. Upon the effect of this Circular, the following documents shall lose effect:

a) The Governor of the State bank’s Circular No. 06/2002/TT-NHNN dated December 23, 2002 guiding the implementation of the Government's Decree No. 79/2002/ND-CP dated October 4, 2002 on the organization and operation of financial companies;

b) The Governor of the State bank’s Circular No. 06/2005/TT-NHNN dated October 12, 2005 guiding the implementation of several contents stipulated in the Government's Decree No. 16/2001/ND-CP dated May 2, 2001 on the organization and operation of finance leasing companies and the Decree No. 65/2005/ND-CP dated May 19, 2005 of the Government  on amendments to some articles of the Decree No. 16/2001/ND-CP dated May 2, 2001 of the Government on the organization and operation of finance leasing companies.

Article 17. Implementation

The Chief of the Office, Chief Inspector and Supervisor of banks, Heads of affiliated entities of the State Bank, Directors of the State Bank branches  of provinces, Chairpersons of the Board of Directors, Chairpersons of the Board of Members, and General Director (Director) of non-bank credit institutions shall be responsible for implementing this Circular./.

APPENDIX

(to the Circular No. 25/2017/TT-NHNN dated December 29, 2017)

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FORM OF DECLARATION OF RELATED PERSONS

To State Bank of Vietnam

1. Declarant’s information

2. Related persons

No.

Related persons

Relationship with the declarant

Capital contribution

Name of the receiving credit institution

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(1)

(2)

(3)

(4)

(5)

1.

Nguyen Van A

Declarant

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2

Nguyen Thi B

Spouse

3.

Company X

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Total

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I undertake that this Form of Declaration is true, and bear legal responsibility in case of fraud.

Declarant (6)

(Signature, full name and seal (if any))

INSTRUCTIONS ON HOW TO COMPLETE THE FORM OF DECLARATION

1. For the section of the Declarant’s information, declare information of the individual, organization, the purchaser or the transferee that is expected to be a major shareholder of the non-bank credit institution.

a) As an individual, the declarant is required to complete the following:

- Full name;

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- Birth date (mm/dd/yyyy);

- Address registered in the family record book;

- Current residence address;

- Number of ID card or PP or other valid personal identification paper; date of issue, place of issue;  

- Elected or appointed title at a non-bank credit institution.

b) As an organization, the declarant is required to complete the following:

- Organization’s name;

- Address;

- Number of the License for establishment or enterprise registration certificate or equivalent document; date and place of issuance.

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2.1. Column (2): List down the declarant and all related persons of the declarant who are individuals, organizations, purchasers, transferees expected to be major shareholders of non-banking credit institutions or the “Related persons” determined by referencing the regulatory provisions of the Law on Credit Institutions (amended and supplemented) and regulations of the State Bank.

2.2. Column (3): Based on the actual relationship of the related person in column (2) in specific case prescribed in the Law on Credit Institutions (amended and supplemented) and other relevant regulations, complete column (3).

2.3. Column (4): Clearly enter name and address of the credit institutions contributing capital.

2.4. For the section of declaration at (6): As an organization, the signer must be the legal representative of the organization and its seal is affixed.

CERTIFIED AS A CONSOLIDATED DOCUMENT BY

PP. GOVERNOR
DEPUTY GOVERNOR




Doan Thai Son

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

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

Pursuant to the Government's Decree No. 102/2022/NĐ-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 promulgates the Circular providing amendments to the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks.”

[2] This point is abolished according to point d of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[3] This clause is supplemented according to clause 1 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[4] This point is abolished according to point d of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[5] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh nơi tổ chức tín dụng phi ngân hàng đặt trụ sở mới đối với tỉnh, thành phố không có Cục Thanh tra, giám sát ngân hàng” (“the office of the SBV Banking Supervision Agency or the SBV’s branch of province or city to which the head office of the non-bank credit institution is relocated (if the former is not established)”) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh nơi tổ chức tín dụng phi ngân hàng đặt trụ sở mới” (“the SBV’s branch of province or city to which the head office of the non-bank credit institution is relocated”) pursuant to point a of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

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[7] This clause is supplemented according to clause 2 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[8] The phrase “Ngân hàng Nhà nước chi nhánh nơi tổ chức tín dụng phi ngân hàng đặt trụ sở mới đối với tỉnh, thành phố không có Cục Thanh tra, giám sát ngân hàng” (“the SBV’s branch of province or city to which the head office of the non-bank credit institution is relocated (if the former is not established)”) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh nơi tổ chức tín dụng phi ngân hàng đặt trụ sở mới” (“the SBV’s branch of province or city to which the head office of the non-bank credit institution is relocated”) pursuant to point b of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[9] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh nơi tổ chức tín dụng phi ngân hàng đặt trụ sở mới đối với tỉnh, thành phố không có Cục Thanh tra, giám sát ngân hàng” (“the office of the SBV Banking Supervision Agency or the SBV’s branch of province or city to which the head office of the non-bank credit institution is relocated (if the former is not established)”) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh nơi tổ chức tín dụng phi ngân hàng đặt trụ sở mới” (“the SBV’s branch of province or city to which the head office of the non-bank credit institution is relocated”) pursuant to point b of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[10] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh” (“the office of the SBV Banking Supervision Agency and the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[11] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh” (“the office of the SBV Banking Supervision Agency and the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[12] The phrase “Ngân hàng Nhà nước chi nhánh hoặc Cục Thanh tra, giám sát ngân hàng” (“the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[13] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh” (“the office of the SBV Banking Supervision Agency and the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[14] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh nơi tổ chức tín dụng phi ngân hàng đặt trụ sở mới đối với tỉnh, thành phố không có Cục Thanh tra, giám sát ngân hàng” (“the office of the SBV Banking Supervision Agency or the SBV’s branch of province or city to which the head office of the non-bank credit institution is relocated (if the former is not established)”) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh nơi tổ chức tín dụng phi ngân hàng đặt trụ sở mới” (“the SBV’s branch of province or city to which the head office of the non-bank credit institution is relocated”) pursuant to point b of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[16] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh” (“the office of the SBV Banking Supervision Agency and the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh” (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

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[17] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh” (“the office of the SBV Banking Supervision Agency and the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh” (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[16] The phrase “Cục Thanh tra, giám sát ngân hàng hoặc Ngân hàng Nhà nước chi nhánh” (“the office of the SBV Banking Supervision Agency and the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh” (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[19] Article 6 and Article 7 in the Circular No. 27/2022/TT-NHNN dated December 3, 2022, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023, are as follows:

“Article 6. Responsibilities for implementation

The Chief of Office, Head of SBV Banking Supervision Agency, heads of SBV’s affiliated units and credit institutions shall organize the implementation of this Circular.

Article 7. Implementation

This Circular comes into force from March 01, 2023./.”

[20] The phrase “Ngân hàng Nhà nước chi nhánh hoặc Cục Thanh tra, giám sát ngân hàng” (“the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.

[21] The phrase “Ngân hàng Nhà nước chi nhánh hoặc Cục Thanh tra, giám sát ngân hàng” (“the SBV’s branch of province or city) is replaced with the phrase “Ngân hàng Nhà nước chi nhánh (“the SBV’s branch of province or city) pursuant to point c of clause 3 of Article 3 in the Circular No. 27/2022/TT-NHNN, amending and supplementing several Articles of the Circulars prescribing division of authority to handle administrative procedures related to establishment and operation of banks, in force as from March 1, 2023.