| THE STATE BANK OF VIETNAM | THE SOCIALIST REPUBLIC OF VIETNAM |
| No.: 21/VBHN-NHNN | Hanoi, November 10, 2023 |
The Circular No. 50/2018/TT-NHNN dated December 31, 2018 of the Governor of the State Bank of Vietnam (SBV) prescribing application and procedures for granting approval for changes of commercial banks and foreign branch banks, coming into force from February 15, 2019, is amended by:
1. The Circular No. 06/2022/TT-NHNN dated June 30, 2022 of the SBV's Governor 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 for changes of commercial banks and foreign bank branches, coming into force from August 15, 2022.
2. The Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the SBV’s Governor providing amendments to Circulars prescribing licensing, organization, operation, and application and procedures for approval of changes of commercial banks and foreign bank branches, coming into force from December 14, 2023.
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. 16/2017/ND-CP dated February 17, 2017 prescribing functions, tasks, powers and organizational structure of the State Bank of Vietnam;
...
...
...
The Governor of the State Bank of Vietnam hereby promulgates a Circular on application and procedures for granting approval for changes of commercial banks and foreign branch banks [1],[2].
1. This Circular provides regulations on:
a) Applications and procedures for granting approval for changes, amendments to the incorporation and operation license of commercial banks, license for incorporation of foreign bank branches (hereinafter referred to as “the License”). To be specific:
(i) Renaming and relocation of headquarters of commercial banks; renaming and relocation of foreign bank branches (hereinafter referred to as “FBBs”);
(ii) Increase in charter capital of commercial banks and provided capital of FBBs;
(iii) Extension of operation duration;
...
...
...
(i) Sale or transfer of stakes of the owner of a single-member limited liability commercial bank; sale or transfer of stakes of the capital contributor of a multi-member limited liability commercial bank;
(ii) Sale or transfer of a major shareholder’s shares; sale or transfer of shares resulting in a conversion into a major shareholder of a commercial bank;
(iii) Suspension of business for 05 working days or more, except suspension due to force majeure events.
2. The sale or transfer of shares or stakes resulting in changing legal form of a commercial bank shall comply with SBV’s regulations and relevant regulations of law.
3. The sale or transfer of 100% of stakes/charter capital of an acquired commercial bank shall comply with Clause 3 Article 3 of the Law on Amendments to some Articles of the Law on Credit Institutions dated November 20, 2017.
4. Foreign investors that purchase shares of Vietnamese commercial banks shall be subject to legislation on foreign investors' purchase of shares of Vietnamese credit institutions.
1. Commercial banks.
2. FBBs.
...
...
...
Article 3. Rules for preparing and submitting applications for approval for changes
1. An application in Vietnamese shall be prepared. In case documents included in the application are prepared in a foreign language, they shall be consularly legalized as prescribed by Vietnamese law (except for the cases in which consular legalization is exempted by the law on consular legalization) and translated into Vietnamese language. Translations from a foreign language into Vietnamese must be notarized or bear the translator’s signature certified in accordance with applicable laws.
2. For the copied documents, commercial banks and FBBs shall submit copies from the master registers or certified true copies or copies presented together with their originals for verification purpose. In case the applicant submits copies presented together with their originals for verification purpose, the person comparing the documents must affix his/her confirmation and signature onto the copies and is held liable for the accuracy of the copies against the originals.
3. The application form shall be signed by the legal representative of the commercial bank or FBB. In case the application is signed by an authorized representative, it must be accompanied with a written authorization duly made in accordance with applicable laws.
4.[3] The application shall be submitted either directly at the single-window service section or by post to the State Bank of Vietnam or the authorized provincial branch of the State Bank of Vietnam (hereinafter referred to as “SBV”).
Article 4. Power to grant approval of changes
1.[4] The SBV’s Governor shall consider giving approval for the changes specified in Clause 1 Article 1 of this Circular, of commercial banks or foreign bank branches (FBBs) of large scale according to decision of the SBV’s Governor; relocation of a FBB to a province or city other than the one where it is located.
2. The Director of each SBV’s provincial branch shall grant approval of changes specified in Clause 1 Article 1 of this Circular, of FBBs that are located within their province or city, except for the case specified in Clause 1 of this Article.
...
...
...
1. An application for approval of renaming includes:
a) An application form, which contains at least:
(i) Current name;
(ii) The new name requiring approval, which shall comply with relevant regulations on naming;
(iii) Reasons for renaming;
b) A resolution or decision on approval for renaming of commercial bank of the General meeting of shareholders in case of a joint stock commercial bank, a resolution or decision on approval for renaming of commercial bank of the Board of Members in case of a multi-member limited liability commercial bank, an owner’s decision on approval for renaming of commercial bank in case of a single member limited liability commercial bank; a parent bank’s written approval for renaming of FBB in Vietnam.
2. Procedures for granting approval:
a) The commercial bank or FBB shall submit an application to the SBV. If the application is unsatisfactory, within 07 working days from the receipt of the application, the SBV shall request the commercial bank or FBB in writing to complete it.
...
...
...
1. An application includes:
a) An application form, which contains at least:
(i) Current location;
(ii) New location;
(iii) Reasons for relocation;
(iv) A plan to install equipment at the new headquarters which satisfies the requirements of a headquarters in accordance with regulations of law;
(v) A headquarters relocation plan, which is aimed at ensuring continuous operation;
b) A resolution or decision on approval for headquarters relocation of the General meeting of shareholders in case of a joint stock commercial bank, a resolution or decision on approval for headquarters relocation of the Board of Members in case of a multi-member limited liability commercial bank, an owner’s decision on approval for headquarters relocation in case of a single member limited liability commercial bank; a parent bank’s written approval for relocation of FBB in Vietnam.
...
...
...
2. Procedures for granting approval:
a) The commercial bank or FBB shall submit an application to the SBV. If the application is unsatisfactory, within 07 working days from the receipt of the application, the SBV shall request the commercial bank or FBB in writing to complete it.
b) Within 25 working days from the receipt of the satisfactory application, the SBV shall grant a written approval for relocation of headquarters of the commercial bank or relocation of the FBB. In case of rejection of the application, the SBV shall respond and provide explanation in writing.
The SBV’s written approval shall be valid for 12 months from the date on which it is signed.
3. At least 30 working days before the expected date of operating at the approved location, the commercial bank or FBB shall submit an application form for amendment to the License regarding the relocation of commercial bank’s headquarters or relocation of FBB, specifying the date of starting to operate at the approved location and its compliance with all requirements of a headquarters as prescribed by law.
4.[5] Within a maximum duration of 15 working days from the receipt of the application prescribed in Clause 3 of this Article, the SBV shall issue a decision to modify the headquarters address of the commercial bank or location of the FBB specified in its license. In case of rejection of the application, the SBV shall respond and provide explanation in writing.
1. An application includes:
a) In case of the commercial banks: The documents specified in Clause 1 Article 6 of this Circular.
...
...
...
(i) The documents specified in Clause 1 Article 6 of this Circular;
(ii) A business plan for the first 03 years of operation at the new location, which contains at least: forecasted demands for banking services at the new location; expected business strategy and changes in business strategy (if any); expected income in the first 03 years of operating at the new location and relevant descriptions.
2. Procedures for granting approval:
a) The commercial bank or FBB shall submit an application to the SBV. If the application is unsatisfactory, within 07 working days from the receipt of the application, the SBV shall request the commercial bank or FBB in writing to complete it.
b) Within 25 working days from the receipt of the satisfactory application, the SBV shall grant a written approval for relocation of headquarters of the commercial bank or relocation of the FBB. In case of rejection of the application, the SBV shall respond and provide explanation in writing.
3. The SBV’s written approval shall be valid for 12 months from the date on which it is signed.
4. At least 30 working days before the expected date of operating at the approved location, the commercial bank or FBB shall submit an application form for amendment to the License regarding the relocation of commercial bank’s headquarters or relocation of FBB, specifying the date of starting to operate at the approved location and its compliance with all requirements of a headquarters as prescribed by law.
5.[6] Within a maximum duration of 15 working days from the receipt of the application prescribed in Clause 4 of this Article, the SBV shall issue a decision to modify the headquarters address of the commercial bank or location of the FBB specified in its license. In case of rejection of the application, the SBV shall respond and provide explanation in writing.
...
...
...
2. Within 30 working days from the receipt of the application form, the SBV shall decide to amend the License regarding the change of address of commercial bank’s headquarters or address of FBB.
Article 9. Extension of operation duration
1. An application includes:
a) An application form, which contains at least:
(i) Expiry date of the licensed duration;
(ii) Requested extension;
(iii) Reason for extension;
b) A resolution or decision on approval for extension of the operation duration of the General meeting of shareholders in case of a joint stock commercial bank, a resolution or decision on approval for extension of the operation duration of the Board of Members in case of a multi-member limited liability commercial bank, an owner’s decision on approval for extension of the commercial bank’s operation duration in case of a single member limited liability commercial bank; a parent bank’s written approval for approval for extension of the operation duration of its FBB in Vietnam;
c) A general report on organizational structure and operation of the commercial bank or FBB in Vietnam, which specifies:
...
...
...
(ii) Expected business plan for the next 03 years.
2. Procedures for granting approval:
a) At least 06 months prior to the expiration date of the License, the commercial bank or FBB shall submit an application to the SBV. If the application is unsatisfactory, within 07 working days from the receipt of the application, the SBV shall request the commercial bank or FBB in writing to complete it.
b) Within 40 working days from the receipt of the satisfactory application, the SBV shall decide to amend the License regarding the extension. In case of rejection of the application, the SBV shall respond and provide explanation in writing.
1. An application includes:
a) An application form, which contains at least:
(i) Number of days and expected date of suspension of business;
(ii) Reasons and necessity for suspension of business;
...
...
...
b) A resolution or decision on approval for suspension of business of the Board of Directors in case of a joint stock commercial bank, a resolution or decision on approval for suspension of business of the Board of Members in case of a limited liability commercial bank, a decision on approval for suspension of business issued by the General Director of the FBB;
c) Documentary evidences for necessity for suspension of business.
2. Procedures for granting approval:
a) At least 45 working days prior to the expected date of suspension of business, the commercial bank or FBB shall submit an application to the SBV. If the application is unsatisfactory, within 07 working days from the receipt of the application, the SBV shall request the commercial bank or FBB in writing to complete it.
b) Within 30 working days from the receipt of the satisfactory application, the SBV shall grant a written approval for suspension of business by the commercial bank or FBB. In case of rejection of the application, the SBV shall respond and provide explanation in writing.
3. At least 07 working days prior to the date of business suspension approved by the SBV, the commercial bank or FBB shall publish a notification of its suspension of business, including information about the date and reasons for its suspension of business on its mass media, mass media of the SBV and on a daily printed newspaper in 03 consecutive issues or an electronic newspaper of Vietnam.
1. An application includes:
a) An application form, which contains at least:
...
...
...
(ii) Current charter capital, specifying the number of common shares, preference shares and treasury stocks; expected increase in charter capital;
(iii) Sources of funding used for increasing charter capital;
(iv) Expected date of completing the increase in charter capital;
b) A resolution or decision of the General meeting of shareholders on approval for plan for increase in the charter capital of joint stock commercial bank from convertible bonds, additional charter capital reserve fund, share premium, retained earnings and other funds prescribed by law;
c) The plan for increase in charger capital specified in Point b of this Clause shall contain at least:
(i) A plan for conversion of bonds into stocks, which includes: information about issued convertible bonds: number, face value and term of bonds; information about expected conversion of bonds into stocks: number of bonds, face value of bonds and rate of conversion (in case of increase in charter capital from conversion of convertible bonds into common stocks);
(ii) Information about the additional charter capital reserve fund, share premium, retained earnings and other funds determined according to the auditing result given by an independent audit firm; information about the amount of money from additional charter capital reserve fund, share premium, retained earnings and other funds which is used to increase charter capital (in case of increase in charter capital from the additional charter capital reserve fund, share premium, retained earnings and other funds);
(iii) A list of shareholders and holdings of shareholders that own shares whose value is 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 whose value is at least 20% of charter capital before and after the increase. These lists must include identity information (in case of an individual: full name and number of ID card or Citizen ID card or passport, place of issue, date of issue; in case of an organization: name of the organization, enterprise ID number, address of headquarters, full name of its legal representative, number of his ID card or Citizen ID card or passport, place of issue, date of issue) of shareholders and their related persons in accordance with regulations of law;
(iv) Information about the total holdings of foreign investors before and after the increase in charter capital.
...
...
...
a) The commercial bank shall submit an application to the SBV. If the application is unsatisfactory, within 07 working days from the receipt of the application, the SBV shall request the commercial bank in writing to complete it;
b) Within 25 working days from the receipt of the satisfactory application, the SBV shall grant a written approval for increase in charter capital. In case of rejection of the application, the SBV shall respond and provide explanation in writing.
3. The SBV’s written approval for increase in charter capital shall be valid for 12 months from the date on which it is signed.
4. The License shall be amended as follows:
a) Within 10 working days from the date of completing the issuance of stocks as prescribed by law, the commercial bank shall submit an application form for amendment to the License regarding the increase in charter capital and the following documents:
(i) State Securities Commission's document about the issuance of stocks;
(ii) Information specified in Points c(iii) and c(iv) Clause 1 of this Article after the completion of issuance of stocks.
b) Within 15 working days from the receipt of the application form, the SBV shall decide to amend the License regarding the increase in charter capital.
...
...
...
a) An application form, which contains at least:
(i) Current charter capital and charter capital expected to be increased;
(ii) A commitment to notify share purchasers of rights and obligations of shareholders in accordance with regulations of the Law on Credit Institutions. To be specific:
- Take legal responsibility for the legitimacy of the sources of funding for purchasing shares; do not use credit extended by the credit institution or FBB to purchase shares; do not purchase shares in the name of another individual or juridical person in any form, unless it is authorized in accordance with law;
- Comply with regulations of the Law on Credit Institutions on the limits on ownership of shares by shareholders, shareholders and their related persons;
- Comply with regulations on major shareholders, major shareholders and their related persons;
(iii) [7] In case the increase in charter capital of a joint-stock commercial bank results in establishment of a new majority shareholder or change of the status of a majority shareholder into an ordinary shareholder or share purchase by a majority shareholder, the application shall also indicate name of the shareholder, the shareholder’s holding ratio before and after the joint-stock commercial bank increases its charter capital;
b) A resolution or decision of the General meeting of shareholders on approval for plan for increase in the charter capital of the commercial bank;
c) The plan for increase in the charter capital of the joint stock commercial bank specified in Point b of this Clause, which contains at least:
...
...
...
(ii) Total charter capital expected to be increased; total face value, types of shares issued, prospective buyers; expected issuance and plan tailored for each issuance (if any);
(iii) Expected date of issuance and expected date of completing the issuance of additional stocks;
d) A list of shareholders and holdings of shareholders that own shares whose value is 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 whose value is at least 20% of charter capital before and after the increase. These lists must include identity information of shareholders and their related persons as prescribed by law.
2. Procedures for granting approval, effective period of the written approval and amendment to the License regarding the increase in charter capital shall comply with Clauses 2, 3 and 4 Article 11 of this Circular.
Article 13. Increase in charter capital of limited liability commercial bank
1. An application includes:
a) An application form, which contains at least:
(i) Current charter capital and charter capital expected to be increased;
(ii) Necessity for increase in charter capital;
...
...
...
(iv) A commitment to use the lawful source of money of the owner or capital contributor to allocate or contribute (in case the sources of funding for increasing charter capital are additionally provided by the owner or a capital contributor);
b) A resolution or decision on approval for increase in charter capital of the Board of Members in case of a multi-member joint stock commercial bank, an owner’s decision on approval for increase in charter capital in case of a single member limited liability commercial bank, which contains at least:
(i) Total charter capital expected to be increased;
(ii) Expected stages of increase in charter capital;
(iii) Sources of funding used for increasing charter capital;
(iv) Expected date of completing the increase in charter capital;
c) In the cases where a multi-member limited liability commercial bank increases its charter capital from the contribution of the new capital contributors, apart from the documents specified in Points a and b of this Clause, the commercial bank shall submit the following documents:
(i) Regarding the new capital contributor that is a foreign credit institution:
- An audited financial statement of 05 years preceding the year in which the application is submitted and the latest financial statement by the time of submission;
...
...
...
- A document of a competent authority of the home country about the foreign credit institution, which contains at least: operations allowed to be carried out at the home country at the time of submission; compliance with law on banking and other regulations of law within 05 years preceding the year in which the application is submitted and by the time of submission; capital adequacy ratio and other ratios in accordance with regulations of the home country in the year preceding the year in which the application is submitted and by the time of submission; compliance with regulations on risk management and provision establishment in the year preceding the year in which the application is submitted and by the time of submission;
- A credit rating document issued by an international credit rating agency within 06 months before the time of submission of application;
- A charter on organization and operation;
- A report on establishment, operation and development orientations by the time of submission of applications;
- A document about expected election of representatives of contributions at the bank;
- A commitment to provide assistance in finance, technology, administration and operation to the bank, to ensure that the actual value of the bank’s charter capital is not smaller than legal capital and to comply with all regulations on operating safety in accordance with regulations of the SBV;
- A commitment of the home country’s competent authority to ensure the ability to supervise all operations of the foreign credit institution (including operations of the limited liability bank to which capital is expected to be contributed) in accordance with international practice;
- A commitment that the new capital contributor is not a founding shareholder, owner, founding member or strategic shareholder of another Vietnamese credit institution;
(ii) Regarding the new capital contributor that is a Vietnamese commercial bank:
...
...
...
- An audited financial statement of the year preceding the year in which the application is submitted and the latest financial statement by the time of submission;
- A report on compliance with the SBV’s regulations on risk management and provision establishment at the time of submission; regulations on banking safety ratios in the year preceding the year in which the application is submitted and by the time of submission;
- A report on compliance with regulations on limits on purchase and holding of stocks of credit institutions in accordance with Clause 6 Article 103 of the Law on Credit Institutions;
- A report on minimum capital adequacy ratio and expected capital contribution and purchase of shares after the capital contribution;
- A commitment that the new capital contributor is not a founding shareholder, owner, founding member or strategic shareholder of another credit institution.
2. Procedures for granting approval for the increase in charter capital from retained earnings and other funds by a limited liability commercial bank are specified in Clause 2 Article 5 of this Circular.
3. Procedures for granting approval and effective period of the written approval for the increase in charter capital in case a limited liability commercial bank increases its charter capital from the additional contributions by the owner or capital contributor or contributions by new capital contributor are specified in Clauses 2 and 3 Article 11 of this Circular.
4. Amendment to the License after the SBV grants an approval as prescribed in Clause 3 of this Article shall be amended as follows:
a) Within 15 working days from the date of completing the allocation and contribution of capital, the commercial bank shall submit an application form for amendment to the License regarding the increase in charter capital to the SBV, which includes a report on the capital contributor’s contributions after the capital contribution and documents proving the contribution of capital by the owner or capital contributor for the purpose of increasing the charter capital;
...
...
...
Article 14. Increase in provided capital of FBB
1. An application includes:
a) An application form, which contains at least:
(i) Current provided capital and provided capital expected to be increased;
(ii) Necessity for increase in provided capital;
(iii) Information about the additional provided capital reserve fund, retained earnings and other funds determined according to the auditing result given by an independent audit firm; information about the amount of money from additional provided capital reserve fund, retained earnings and other funds which is used to increase provided capital (in case the sources of funding for increasing provided capital come from the additional provided capital reserve fund, retained earnings and other funds);
(iv) Capital expected to be additionally provided from the parent bank (in case sources of funding for increasing charter capital comes from the parent bank);
b) A parent bank’s written approval for the increase in provided capital of FBB in Vietnam, which contains at least:
(i) Total charter capital expected to be increased;
...
...
...
(iii) Sources of money used for increasing provided capital;
(iv) Expected date of completing the increase in charter capital;
2. Procedures for granting approval for the increase in provided capital from retained earnings and other funds by a FBB are specified in Clause 2 Article 5 of this Circular.
3. Procedures for granting approval for the increase in provided capital in case a FBB increases its provided capital from additional capital provided by the parent bank in accordance with Clause 2 Article 11 of this Circular.
The SBV’s written approval shall be valid for 06 months from the date on which it is signed.
4. Amendment to the License after the SBV grants an approval as prescribed in Clause 3 of this Article shall be amended as follows:
a) Within 15 working days from date of completing the increase in provided capital, the FBB shall submit an application form for amendment to the License regarding the increase in provided capital to the SBV;
b) Within 15 working days from the receipt of the application form, the SBV shall decide to amend the License regarding the increase in provided capital.
...
...
...
a) An application form, which contains at least:
(i) Name and address of headquarters of the owner and of the purchaser or the transferee;
(ii) Expected date of sale or transfer;
b) A written agreement on sale or transfer of stakes between the owner and the purchaser or the transferee;
c) Documents proving that the purchaser or the transferee satisfies the conditions applied to owners of single member limited liability commercial banks specified in Point c(i) Clause 1 Article 13 of this Circular.
2. Procedures for granting approval:
a) The commercial bank shall submit an application to the SBV. If the application is unsatisfactory, within 07 working days from the receipt of the application, the SBV shall request the commercial bank in writing to complete it;
b) Within 75 working days from the receipt of the satisfactory application, the SBV shall grant a written approval for the sale or transfer. In case of rejection of the application, the SBV shall respond and provide explanation in writing.
3. The SBV’s written approval shall be valid for 03 months from the date on which it is signed.
...
...
...
Article 16. Sale or transfer of stakes at a multi-member limited liability commercial bank
1. An application for sale or transfer of stakes to transferees that are capital contributors of the commercial bank includes:
a) An application form, which specifies:
(i) Name and address of headquarters of the seller, transferor, purchaser and transferee;
(ii) Proportion of sale or transfer of stakes; the holding and value of capital contributors’ stakes before and after sale or transfer of stakes;
(iii) Expected date of sale or transfer;
(iv) Reasons for sale or transfer;
b) A resolution or decision of the Board of Members of the commercial bank on the sale or transfer of stakes;
c) A written agreement on sale or transfer of stakes between the seller/transferor and the purchaser/transferee.
...
...
...
a) The documents specified in Clause 1 of this Article;
b) Documents proving that the purchasers or the transferees satisfy the conditions for purchase of stakes or receipt of transferred stakes of the multi-member limited liability commercial banks as prescribed by law, which include:
(i) Regarding the purchaser or transferee that is a foreign credit institution: documents specified in Point c(i) Clause 1 Article 13 of this Circular;
(ii) Regarding the seller or transferee that is a Vietnamese commercial bank: documents specified in Point c(ii) Clause 1 Article 13 of this Circular.
(iii) [8] If the purchaser or transferee is a non-bank enterprise, such an application includes:
- The establishment license or business registration certificate or another document of equivalent validity (except Vietnamese enterprises);
- The power of attorney giving authorization to a person representing its stake at the bank as prescribed by law;
- Copies of passports of the enterprise’s legal representative and the person representing its capital contributed to the bank (for persons who do not Vietnamese citizenship);
- A competent authority’s written permission for enterprise’s contribution of capital to the bank;
...
...
...
- Financial statements of the last 03 years prior to the year of submission of an application for approval for purchase and sale or transfer of stake, which have been audited by independent auditors and given no qualified opinion.
- The report on the nonbank enterprise’s financial capability to make capital contribution to the JV 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;
- Written confirmations of fulfillment of tax obligations and social insurance obligations given by the relevant tax authority and social insurance authority;
- A written statement that it is not a founding shareholder, owner, founding member or strategic shareholder of another credit institution duly established and operating in Vietnam.
3. Procedures for granting approval, effective period of the written approval and report on completion of sale or transfer are specified in Clauses 2, 3 and 4 Article 15 of this Circular.
1. An application for sale or transfer of a major shareholder’s shares includes:
An application form, which contains at least:
...
...
...
b) Information about the major shareholder involved in the sale or transfer of shares: identity information and title of the major shareholder (if the major shareholder is an individual) or title of the representative of the major shareholder (if the major shareholder is an organization) at the commercial bank, number of shares and ratio of voting shares being held to total voting share capital, number and ratio of common shares and preference shares (if any) being held to current charter capital and expected charter capital after the sale or transfer of shares;
c) Information about commitments and agreements related to holdings and restriction on transfer of shares of the major shareholder (if any);
d) Expected ratio of shares being held to charter capital of the major shareholder and related persons thereof after the sale or transfer of shares;
dd) Expected date of transaction.
2. An application for approval for sale or transfer of shares that result in a conversion into a major shareholder includes:
An application form, which contains at least:
a) Information about the number, types and total face value of shares purchased or transferred;
b) Information about the purchaser and transferee: identity information, number and ratio of voting shares being held to total voting shares, number and ratio of common shares and preference shares (if any) being held to current charter capital and expected charter capital after the purchase or transfer of shares;
c) Expected ratio of shares being held to charter capital of the purchaser, transferee and related persons thereof after the purchase or transfer of shares;
...
...
...
dd) A commitment to notify the purchaser or transferee of shares of rights and obligations of the shareholder in accordance with regulations of the Law on Credit Institutions. To be specific:
(i) Take legal responsibility for the legitimacy of the sources of funding for purchasing shares; do not use credit extended by the credit institution or FBB to purchase shares; do not purchase shares in the name of another individual or juridical person in any form, unless it is authorized in accordance with law;
(ii) Comply with regulations of the Law on Credit Institutions on the limits on ownership of shares by shareholders, shareholders and their related persons;
(iii) Comply with regulations on major shareholders, major shareholders and their related persons.
3.[9] If the purchase of shares helps the purchaser become a majority shareholder or a majority shareholder purchases shares in case of increase in charter capital of a joint-stock commercial bank, the application and procedures in Article 12 of this Circular shall apply.
If the purchase of shares helps the purchaser become a majority shareholder or a majority shareholder purchases shares in case of increase in charter capital of a joint-stock commercial bank but such purchaser or majority shareholder is not included in the list of shareholders eligible to purchase shares of the joint-stock commercial bank prescribed in Point d Clause 1 Article 12 of this Circular, which has been approved by SBV, the provisions of Clause 1, Clause 2 of this Article and Clause 2 Article 15 of this Circular shall apply. The SBV’s written approval for the share purchase is also an integral part of the written approval for increase in charter capital.
4. Procedures for granting approval and effective period of the written approval for sale or transfer are specified in Clauses 2 and 3 Article 15 of this Circular.
5. Within 07 working days from the end of the sale or transfer of shares, the commercial bank shall submit a report on sale or transfer of shares, which contains information specified in Points b and d Clause 1 of this Article to the SBV.
...
...
...
Article 18. Responsibility of Banking Supervision Agency
1.[12] 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 Articles 5 through 17 within its jurisdiction prescribed in Clause 1 Article 4 of this Circular; within 03 working days from the day on which the SBV receives the application from a commercial bank or FBB as prescribed in Clause 3 Article 6 or 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 or FBB will be relocated to verify the satisfaction of headquarters or office requirements by the commercial bank or FBB.
2. Submit the change and written opinions of the provincial People’s Committee about approval for the change specified in Article 7 of this Circular to the SBV’s Governor for approval.
3. Take charge of receiving reports on the changes submitted by commercial banks and FBBs as prescribed in this Circular within its power specified in Clause 1 Article 4 of this Circular.
4. Take charge of requesting the SBV’s Governor to decide to approve changes of large-scale FBBs as prescribed in Clause 1 Article 4 of this Circular.
Article 19. Responsibilities of SBV’s provincial branches
1. Receive applications and grant approval of changes specified in Articles 5, 6, 8, 9, 10 and 14 within their power prescribed in Clause 2 Article 4 of this Circular.
2. Take charge of receiving reports on the changes submitted by commercial banks as prescribed in this Circular within its power specified in Clause 2 Article 4 of this Circular.
3.[13] Within 07 working days from the receipt of the request from the SBV Banking Supervision Agency, the SBV’s branch of the province or city to which the commercial bank or FBB will be relocated shall check and verify the satisfaction of headquarters or office requirements by the commercial bank or FBB, and give its written opinions to the SBV Banking Supervision Agency.
...
...
...
Article 20. Responsibilities of commercial banks and FBBs
1. Take legal responsibility of the accuracy, adequacy and truthfulness of the information provided in the application.
2. Complete applications at the request of the SBV within 30 working days from date on which the SBV makes its request in writing. By the aforementioned deadline, if the commercial bank or FBB fails to complete the applications as requested, the SBV shall not consider granting approval for its changes.
3. Perform other responsibilities as prescribed in this Circular.
1. This Circular comes into force from February 15, 2019.
2. The following documents shall cease to have effect:
a) The Circular No. 06/2010/TT-NHNN dated February 26, 2010 of the SBV’s Governor;
b) The Circular No. 03/2007/TT-NHNN dated June 05, 2007 of the SBV’s Governor.
...
...
...
The Chief of Office, Head of the Banking Supervision Agency, heads of the SBV’s affiliated units, Directors of SBV’s provincial branches, Presidents of Boards of Members, Chiefs of Boards of Supervisors, and General Directors (Directors) of commercial banks, General Directors of FBBs are responsible for the implementation of this Circular./.
CERTIFIED BY
PP. GOVERNOR
DEPUTY GOVERNOR
Doan Thai Son
[1] The Circular No. 06/2022/TT-NHNN 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 for changes of commercial banks and foreign bank branches is 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 providing amendments to the Law on Credit Institutions dated November 20, 2017;
...
...
...
And at the request of the Head of the SBV Banking Supervision Agency;”
[2] The Circular No. 13/2023/TT-NHNN providing amendments to Circulars prescribing licensing, organization, operation, and application and procedures for approval of changes of commercial banks and foreign bank branches is 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. 102/2022/ND-CP dated December 12, 2022 prescribing 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;”
[3] This Clause is amended according to Clause 1 Article 1 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022.
[4] This Clause is amended according to Clause 2 Article 1 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022.
[5] This Clause is amended according to Clause 3 Article 1 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022.
...
...
...
[7] This Point is amended according to Clause 5 Article 1 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022.
[8] This Point is amended according to Clause 1 Article 2 of the Circular No. 13/2023/TT-NHNN, coming into force from December 14, 2023.
[9] This Clause is amended according to Clause 6 Article 1 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022.
[10] Article 2, Article 3 and Article 4 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022, stipulate as follows:
“Article 2. Transition clauses
Applications for modification of headquarters addresses or locations of commercial banks or FBBs in their licenses submitted before the effective date of this Circular shall be considered and processed in accordance with regulations of laws in force at the submission time.
Article 3. Implementation
The Chief of Office, Head of SBV Banking Supervision Agency, heads of units affiliated to SBV, commercial banks and FBBs shall organize the implementation of this Circular.
Article 4. Implementation
...
...
...
[11] Article 3 and Article 4 of the Circular No. 13/2023/TT-NHNN, coming into force from December 14, 2023, stipulate as follows:
“Article 3. Responsibility for implementation
The Chief of Office, Head of SBV Banking Supervision Agency, heads of affiliated units of SBV, commercial banks, foreign bank branches, representative offices of foreign credit institutions or other foreign organizations performing banking activities, and relevant organizations and individuals are responsible for the implementation of this Circular.
Article 4. Implementation
1. This Circular comes into force from December 14, 2023.
2. Clauses 9 and 19 Article 1 and Clause 3 Article 2 of the Circular No. 28/2018/TT-NHNN dated November 30, 2018 of the SBV’s Governor providing amendments to the Circular No. 40/2011/TT-NHNN are abrogated./.”
[12] This Clause is amended according to Clause 7 Article 1 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022.
[13] This Clause is amended according to Clause 8 Article 1 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022.
[14] This Clause is amended according to Clause 8 Article 1 of the Circular No. 06/2022/TT-NHNN, coming into force from August 15, 2022.
...
...
...
[16] This Appendix is added according to Clause 2 Article 2 of the Circular No. 13/2023/TT-NHNN, coming into force from December 14, 2023.
File gốc của Integrated document No. 21/VBHN-NHNN dated November 10, 2023 Circular on prescribing application and procedures for approval of changes of commercial banks and foreign bank branches đang được cập nhật.
Integrated document No. 21/VBHN-NHNN dated November 10, 2023 Circular on prescribing application and procedures for approval of changes of commercial banks and foreign bank branches
Tóm tắt
| Cơ quan ban hành | Ngân hàng Nhà nước Việt Nam |
| Số hiệu | 21/VBHN-NHNN |
| Loại văn bản | Văn bản hợp nhất |
| Người ký | Đoàn Thái Sơn |
| Ngày ban hành | 2023-11-10 |
| Ngày hiệu lực | 2023-11-10 |
| Lĩnh vực | Tiền tệ - Ngân hàng |
| Tình trạng | Còn hiệu lực |