on replacement of licenses, addition of operations to licenses AND organization and OPERATION OF COMMERCIAL BANKS, FOREIGN BANK BRANCHES, REPRESENTATIVE OFFICES OF FOREIGN CREDIT INSTITUTIONS, OTHER FOREIGN ORGANIZATIONS INVOLVED IN BANKING OPERATIONS IN VIETNAM

This Circular provides for replacement of licenses, addition of operations to licenses (hereinafter referred to as “supplementation of licenses” and organization and operation of commercial banks, foreign bank branches (FBBs), representative offices of foreign credit institutions and other foreign organizations involved in banking operations in Vietnam.

This Circular applies to:

1. Commercial banks.

2. Foreign bank branches (FBBs).

3. Representative offices of foreign credit institutions and other foreign organizations involved in banking operations in Vietnam (hereinafter referred to as “foreign representative offices").

4. Organizations and individuals involved in the replacement of licenses and supplementation of licenses and organization and operation of commercial banks, FBBs and foreign representative offices.

1. The Governor of SBV has authority to decide replacement of licenses or both supplementation and replacement of licenses granted to commercial banks or FBBs that are subject to microprudential supervision by Banking Inspection and Supervision Agency.

2. The chief banking inspector has authority to decide supplementation of licenses granted to commercial banks or FBBs that are subject to microprudential supervision by Banking Inspection and Supervision Agency.

3. The Director of a SBV’s branch of a province or central-affiliated city has the authority to decide:

a) Replacement of licenses, supplementation of licenses or both supplementation and replacement of licenses granted to FBBs located in the province or city, except those specified in Clause 1 of this Article;

b) Modification of licenses of foreign representative offices located in the province or city.

1. A commercial bank or a FBB whose license is replaced must pay a charge for replacement of the license at SBV (via operations center) or an SBV’s branch of a province or central-affiliated city (hereinafter referred to as “SBV’s branch”) where it is located or pay online via the National public service portal within 15 days after the license is replaced.

2. The charges for replacement of the license shall comply with regulations of law on fees and charges.

1. Within 05 (five) working days from the date on which the Governor of SBV approves the replacement or both supplementation and replacement of licenses according to clause 1 Article 3 hereof or the date on which the chief banking inspector supplements the licenses according to clause 2 Article 3 hereof, Banking Inspection and Supervision Agency shall prepare and send a written notification enclosed with a decision to supplement the licenses or new licenses to business registration authorities of provinces where commercial banks or FBBs are headquartered to update the national enterprise registration information system.

2. Within 05 (five) working days from the date on which the Director of an SBV’s branch approves the replacement or supplementation of licenses or both supplementation and replacement of licenses granted to FBBs or the modification of licenses granted to foreign representative offices according to clause 3 Article 3 hereof, SBV’s branch shall prepare and send a written notification enclosed with a decision to supplement the licenses or new licenses granted to the FBBs or a decision to modify the licenses granted to the foreign representative offices granted to business registration authorities of provinces where the FBBs or the foreign representative offices are located to update the national enterprise registration information system.

1. SBV shall not approve the replacement of licenses if the banking operations of commercial banks and FBBs are not permitted to be performed under laws at the time of replacement.

2. SBV shall adjust names of operations permitted to be performed in a manner that is conformable to the Law on Credit Institutions and Appendices 01, 02 and 03 enclosed herewith. The replaced licenses shall replace all licenses and written approvals (which are integral parts of the licenses) which have been granted by SBV to commercial banks and FBBs prior to the time of replacement.

3. SBV shall consider approving the participation in each international payment system by commercial banks and FBBs.

4. The addition of foreign exchange services; international payment services; derivative products including foreign exchange, currency and other financial products for domestic and overseas customers in domestic market and international market and gold to Licenses shall comply with specific regulations of SBV and other relevant laws.

5. Commercial banks and FBBs are permitted to perform the operations specified in clause 25 Article 4 of the License to replace License to establish and operate commercial banks form (Appendix 01) and clause 24 Article 4 of the License to replace License to establish FBBs (Appendix 01, Appendix 03) after obtaining the approval from SBV; procedures for application for supplementation of such operations to Licenses shall be carried out in accordance with specific regulations of SBV and other relevant laws.

6. If a commercial bank or an FBB applies for both supplementation and replacement of a license, SBV shall consider replacing the License with a new one with the proposed additions, provided that the applicant satisfies application requirements specified in Article 9 of this Circular.

1. A commercial bank or an FBB that applies for replacement or supplementation of a license or both supplementation of and replacement of a license shall prepare an application as prescribed in Article 9 hereof and send it via a postal service or in person to the head office of SBV (via the One-stop Division) (for the cases specified in clause 1 and clause 2 Article 3 hereof) or the head office of an SBV’s branch (via the One-stop Division) (for the cases specified in point a clause 3 Article 3 hereof).

2. Within 40 days from the date on which the adequate and valid application from the commercial bank or the FBB is received, SBV shall approve the replacement or supplementation of the License or both supplementation and replacement of the license at the request of the commercial bank or FBB. In case of rejection, SBV shall give a written response specifying reasons for the refusal to the applicant.

3. After receiving the new License from SBV, the commercial bank or the FBB shall:

a) Publish the changes in the License on a mean of communication of SBV and a newspaper on 03 consecutive issues or a Vietnamese online newspaper for 07 working days from the day on which SBV approves the replacement or supplementation of the license;

b) The commercial bank shall carry out modification of Charters in accordance with the new License.

1. An application for replacement or supplementation of a license (for a commercial bank or an FBB); an application for modification of a license (for a foreign representative office) must be made in duplicate and one of them is made in Vietnamese.

2. Consular legalization under Vietnamese laws and Vietnamese translations are required for documents provided by foreign parties, except for the case of exemption from consular legalization under consular legalization laws. Vietnamese translations must be notarized or certified with signatures of translators in accordance with regulations of law.

If documents are copies which are not certified or are not issued from the master register, they must be enclosed with their originals to be compared, and the person making comparison shall be responsible for the accuracy of such copies.

3. The application must be signed by a legal representative or an authorized representative. In case of signing under authorization, the application must contain a written authorization prepared in accordance with the provisions of law.

4. In each application, a list of documents included in the application shall be required.

1. An application for replacement of a license includes:

a) An application form for replacement of the License with proposed operations thereon;

b) A list of operations enclosed with photocopies of the existing license and other written approvals granted by SBV (if any).

2. An application for supplementation of a License includes:

a) An application form for supplementation of the License with the following information thereon:

(i) Operations proposed for addition to the license;

(ii) Commitment to fulfil the conditions for performing the proposed operations and maintain fulfilment of these conditions according to regulations;

(iii) Declaration that the foreign owner or foreign credit institution that holds 50% of the charter capital of the wholly foreign-owned bank is permitted to perform the proposed operations in the country where the owner or foreign credit institution is headquartered (if the applicant is a wholly foreign-owned bank).

(iv) Declaration that the parent bank is permitted to perform the proposed operations in the country where the parent bank is headquartered (if the applicant is an FBB).

(v) Report on the grant of authorization for trading Government bonds to the bank in case the bank applies for addition of investment in the government-bond futures contract.

b) The resolution issued by the Board of Directors (or the Board of Members) of the commercial bank on unanimous agreement on approval for the supplementation of the License; the agreement on supplementation of the license (if the applicant is an FBB);

c) Documentary evidence to show the eligibility for performing the proposed banking operations in Vietnam that are permitted to be performed by the foreign owner or foreign credit institution that holds 50% of the charter capital of the wholly foreign-owned bank (if the applicant is a wholly foreign-owned bank) or by the parent bank (if the applicant is an FBB) in the country where the foreign owner or foreign credit institution or parent bank is headquartered;

d) With regard to application for addition of interest-rate derivatives, commodities derivatives and/or securities depository to the license, in addition to the documents prescribed in points a, b and c of this clause, the commercial bank or the FBB must also submit its internal control procedures including measures for risk management in corresponding with each activity to be added to the license.

dd) If the commercial bank or the FBB applies for addition of the participation in international payment systems, in addition to the documents specified in points a, b and c of this Clause, the following documents must be added:

(i) Written approval for the conduction of basic foreign exchange operations on domestic and international markets granted by SBV to the commercial bank or the FBB;

(ii) Internal regulations on: Management of risks of money laundering, terrorism financing, financing for the proliferation of weapons of mass destruction in accordance with legal requirements for preventing and combating money laundering, financing terrorism, financing the proliferation of weapons of mass destruction; standards for selecting connection to international payment systems;

(iii) A written explanation in terms of technical solutions for the information system that meets the requirements for ensuring level 3 information system security according to the provisions of law;

(iv) Documentary evidence about the legal establishment and operation in the foreign country of the international payment system operator, including one of the following documents: Business registration certificate or establishment decision, tax registration certificate or other documents issued by the competent authority of the country or territory where the international payment system operator is established and operates legally;

(v) If the commercial bank or the FBB has participated in the international payment system before July 01, 2024, in addition to the documents specified in points dd(i) and dd(iv) clause 2 of this Article, the following documents are also required: Report on the satisfaction of the requirements specified in Clauses 2 and 3, Article 21 of Decree No. 52/2024/ND-CP dated May 15, 2024 of the Government on non-cash payments (including data on transactions via the international payment system up to the time of application submission); Contract or Agreement or Letter of confirmation from the international payment system operator concerning the participation in the international payment system by the commercial bank, the FBB (or the parent bank).

3. An application for both supplementation and replacement of a licence:

a) Application form for both supplementation and replacement of the license, with the contents specified in point a clause 1 and point a clause 2 of this Article;

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

1. A foreign representative office shall prepare an application for modification or supplementation of a license and send it via a postal service or in person at the head office of an SBV’s branch (via the One-stop Division) according to the regulations in point a clause 2 Article 11 of this Circular in a manner that ensures the documentation principles according to the regulations in Article 8 of this Circular if it has the following changes:

a) Change of its name;

b) Relocation to another province or city;

c)  Extension of operation duration.

2. A foreign representative office shall send a written notification in person or via a postal service to the head office of an SBV’s branch in the province or city where it is located (via the One-stop Division) within 07 working days from the occurrence of one of the following changes:

a) Change of the chief of the foreign representative office;

b)  Relocation within the same province or city;

c) Change of address without change of its location.

3. After SBV’s branch makes modifications or supplementations of the license in terms of the proposed changes specified in Clause 1 of this Article, the foreign representative office shall:

a) start operation at the new location and terminate operation at the previous location within 06 months from the day on which the License is modified or added in terms of the changes specified in Point b Clause 1 of this Article by SBV's branch in province or city where the foreign representative office is located;

b) Publish the changes in the License on an SBV’s mean of communication and 03 consecutive issues of a printed newspaper or an online newspaper of Vietnam within 07 working days after the License is modified or added by SBV's branch.

1. An application for modification or supplementation of a License with respect to the changes specified in Clause 1 Article 10 of this Circular includes:

a) Application form for a change, including at least the following contents:

(i) Current contents;

(ii) Contents to be changed. In case of change of name, the new name must comply with the provisions in Clause 1 Article 16 of this Circular;

(iii) Reasons for the change;

b) Documents proving the reasons for the change (in case of change of name); or documents proving that the foreign representative office has the legal right to use or will have the legal right to use the new location (in case of relocation to new province or city);

c) Financial report of the foreign credit institution or other foreign organization involved in banking operations of the year preceding the year of application, which have been independently audited, and general report on operations of the foreign representative office in case of extension of operation duration (which must specify the operations within 03 consecutive years preceding the year of application submission and operation plan for the following year).

2. Procedure for modification or supplementation of a License:

a) The foreign representative office shall submit an application to SBV’s branch in the province or city where it is located in case of change of name or extension of operation duration, or where it is relocated to in case of relocation of the foreign representative office. In case of extension of operation duration, the application must be submitted at least 60 days before the expiry date of the License;

b) If an application is insufficient or invalid, within 05 working days from the receipt of the application, SBV’s branch shall request the foreign representative office in writing to complete it;

c) Within 30 days after receipt of a sufficient and valid application, SBV’s branch shall issue a decision on modification or addition to the License in terms of the proposed changes of the foreign representative office, and send a document informing SBV’s branch in the province or city where the foreign representative office is located (in case of relocation to another province or city). If the application is refused, SBV’s branch shall give a written response indicating reasons for such refusal to the applicant.

The commercial bank, the FBB or the foreign representative office shall organize and operate in accordance with provisions of the Law on Credit Institutions, this Circular and relevant laws.

1. Commercial banks and FBBs are allowed to trade Government debt instruments, Government-guaranteed bonds, and local government bonds on the stock market provided that licenses issued by SBV to the commercial banks and the FBBs contain the information on the trade of Government debt instruments, Government-guaranteed bonds, local government bonds or the trade of Treasury bills, negotiable instruments, Government bonds, State Bank bills and other valuable papers in the currency market; or the trade of Government bonds.

2. Commercial banks and FBBs are allowed to provide securities transaction clearing/settlement services according to the regulations in Point a Clause 4 Article 56 of the Law on Securities, perform banking supervision or securities depository in accordance with securities laws provided that licenses granted by SBV to such banks contain the information on these operations and the banks meet the following requirements as prescribed by securities and securities market laws:

a) Regarding the provision of securities transaction clearing/settlement services in accordance with the regulations in point a clause 4 Article 56 of the Law on Securities, Commercial banks and FBBs must be granted a Certificate of eligibility for providing securities transaction clearing/settlement services by State Securities Committees and approved to be clearing members by the Vietnam Securities Depository and Clearing Corporation;

b) Regarding the banking supervision in accordance with securities laws: commercial banks must be granted a Certificate of securities depository registration by the State Securities Committees;

c) Regarding the securities depository: commercial banks and FBBs must be granted a Certificate of securities depository registration by the State Securities Committees and approved to be depository members by the Vietnam Securities Depository and Clearing Corporation.

3. Documents on supplementation of securities clearing/settlement services to licenses of commercial banks and FBBs according to the regulations prescribed in Point a Clause 4 Article 56 of the Law on Securities are written approvals of SBV in accordance with securities laws.

4. For operations related to securities, securities market, commercial banks and FBBs must comply with securities and securities market laws and relevant laws.

1. When Licenses granted by SBV to commercial banks and FBBs contain the information on insurance agency operations, commercial banks and FBBs are allowed to perform insurance agency operations in terms of insurance types in accordance with the Law on Insurance Business.

2. When performing insurance agency operations, commercial banks and FBBs must comply with insurance business laws and relevant laws.

1. Within 10 (ten) days from the date of change of legal representative, a commercial bank or an FBB must notify SBV in writing of information about full name; sex; title; date of birth; nation; nationality; type of personal legal documents; personal legal document number; date of issue; place of issue; permanent residence address; contact address of the legal representative (except in cases where the commercial bank or the FBB has announced the change of legal representative after SBV approves the proposed list of personnel according to regulations).

2. Within 10 (ten) days from the date of change of the chief of a foreign representative office, the foreign representative office must notify SBV’s branch in the province or city where it is located in writing of information about full name; sex; title; date of birth; nation; nationality; type of personal legal documents; personal legal document number; date of issue; place of issue; permanent residence address; contact address of the chief of the foreign representative office.

3. Within 05 (five) working days from the date of receipt of a document on change of the legal representative of a commercial bank or an FBB specified in clause 1 Article 3 of this Circular, Banking Inspection and Supervision Agency shall send a written notification of the information on the legal representative office specified in clause 1 Article 1 of this Article to the Business registration authority of the province or central-affiliated city where the commercial bank is headquartered or where the FBB is located in order to update the national enterprise registration information system.

4. Within 05 (five) working days from the date of receipt of a document on change of the legal representative of an FBB other than the FBB specified in clause 1 Article 3 of this Circular; a document on change of the chief of a foreign representative office, the Director of SBV’s branch shall send a written notification of the information on the legal representative specified in clause 1 of this Article or the information on the chief of the foreign representative office specified in clause 1 of this Article to the Business registration authority of the province or central-affiliated city where the FBB or the foreign representative office is located in order to update the national enterprise registration information system.

1. Vietnamese name of a commercial bank, FBB, or foreign representative office must ensure compliance with the Law on Enterprises and relevant laws and be arranged in accordance with the legal structure and corresponding type as follows:

a) For joint stock commercial banks: ”Ngân hàng thương mại cổ phần” + proper name;

b) For joint venture banks: “Ngân hàng liên doanh” + proper name;

c) For single-member limited liability banks: “Ngân hàng trách nhiệm hữu hạn một thành viên” + name of foreign credit institution + “Vietnam”;

d) “For wholly foreign-owned multi-member banks: “Ngân hàng trách nhiệm hữu hạn” + proper name;

dd) “For branches of foreign credit institutions: “Ngân hàng” + proper name of the foreign credit institution + “- Chi nhánh” + name of the province or city where  the branch is located. If a foreign bank establishes two or more branches in a province or city, the proper name of each branch must be added to ensure the distinction between such branches;

e) For representative offices of foreign credit institutions: “Văn phòng đại diện nước ngoài” + name of the foreign credit institution or other foreign organization involved in banking operations - name of the province or central-affiliated city where the foreign representative office is located.

2. The head office of a commercial bank must comply with regulations on an enterprise’s head office in the Law on Enterprises and meet the following requirements:

a) It is the workplace of the Board of Directors, Board of Members, or General Manager, and specified in the License as prescribed by law and used for transactions with customers;

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

c) It is convenient for transactions with customers and comply with SBV's regulations on vaults;

d) It is equipped with a management information system which must be connected online with its branches and business divisions, and meet administration and risk management requirements of the commercial bank and management requirements of SBV.

3. The head office of an FBB must comply with regulations on an enterprise’s head office in the Law on Enterprises and meet the following requirements:

a) It is the workplace of the General Manager (Manager), and must be specified in the License as prescribed by law and be used in transactions with customers;

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

c) It is convenient for transactions with customers and comply with SBV's regulations on vaults;

d) It is equipped with a management information system which must be connected online with the head office of the foreign credit institution, and meet administration and risk management requirements of the foreign bank and management requirements of SBV.

4. The foreign representative office must be located in the territory of Vietnam and the administrative division specified in the License; phone number (if any), fax number (if any), and email address (if any).

1. The Board of Directors and the Board of members must establish a Risk Management Committee and a Personnel Committee to assist the Board of Directors and the Board of members in performing their tasks and powers.

2. A Committee must have at least three members, including the Head who is a member of the Board of Directors or the Board of Members and other members decided, appointed and dismissed by the Board of Directors or the Board of members in accordance with internal regulations and the Charter of the commercial bank. A member of the Board of Directors or the Board of members may only be the Head of a Committee. For a joint-stock commercial bank, the Risk Management Committee must have at least one member who is an independent member of the Board of Directors.

1. Upon establishing Committees, the Board of Directors or the Board of members must promulgate the working regulations and define functions and tasks of the Committees. Within 10 (ten) days from the date of promulgation, the commercial bank shall send these internal regulations to SBV (via Banking Inspection and Supervision Agency) for reporting.

2. The working regulations and functions and tasks of each Committee shall at least include the following contents:

a) The working regulations of the Committee shall at least include: the number of members of the Committee and the responsibilities of each member, the periodic meetings of the Committee, the extraordinary meetings of the Committee, the method and thresholds on the proposals of the Committee;

b) Functions and tasks of the Risk Management Committee include:

(i) Provide the Board of Directors or Board of Members with advice about promulgating internal regulations, within its jurisdiction, relating to management of risks during operation of the bank in accordance with regulations of law and the bank’s charter.

(ii) Analyze and give warnings about the level of safety of the bank against potential risks and short-term and long-term measures for risk prevention.

(iii) Consider and evaluate the suitability and efficiency of current procedures and policies for risk management adopted by the bank, and then make recommendations and proposals to the Board of Directors or Board of Members for changing such procedures and policies as well as business strategies.

(iv) Provide the Board of Directors or Board of Members with advice about making decisions on investments, relevant contracts or transactions; decisions on policies on risk management and supervision of the implementation of risk prevention measures of the commercial bank within the ambit of its tasks and functions assigned by the Board of Directors or Board of Members.

c) Functions and tasks of the Personnel Committee:

(i) Provide the Board of Directors or Board of Members with advice about the size and structure of the Board of Directors or Board of Members, and executives in conformity with the scale and development strategies of the bank;

(ii) Provide the Board of Directors or Board of Members with advice about handling personnel matters arising during the election, appointment or dismissal of members of the Board of Directors, Board of Members, members of the Supervisory Board and Executives of the Bank in accordance with regulations of law and the bank’s charter.

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

1. Charter capital of a commercial bank:

a) The charter capital of a commercial bank is the total amount of money which is contributed by the owner or contributing members of a credit institution that is a limited liability company; is the total par value of shares sold to shareholders by a credit institution that is a joint stock company;

b) The charter capital of the commercial bank may be increased from the following sources:

(i) Additional reserve fund of charter capital, development investment fund, share premium fund; undistributed profits and other funds as prescribed by law;

(ii) Proceeds from public offering or private placement of shares;

(iii) Proceeds from conversion of convertible bonds to common shares;

(iv) Capital amounts additionally allocated by the owner or contributed by new contributing members;

(v) Other lawful funding sources as prescribed by law.

2. Allocated capital of an FBB:

a) The allocated capital of an FBB is the amount of money allocated by a foreign bank to the FBB and stated in the License;

b) The allocated capital of the FBB may be increased from the following sources:

(i) Undistributed profits;

(ii) Extra capital allocated by the parent bank;

(iii) Other lawful funding sources as prescribed by law.

1. Repurchase of shares from shareholders of a joint-stock commercial bank must be in compliance with provisions of law.

2. A joint-stock commercial bank may only repurchase shares from its shareholders if after making full payment for repurchased shares, it still meets prudential ratios and limits in banking operations and the actual value of its charter capital is not lower than the legal capital.

3. Procedures and application for repurchase of shares of the joint stock commercial bank shall comply with regulations of the Governor of SBV.

1. The capital increase, transfer or repurchase of stakes must comply with provisions of the Law on Enterprises.

2. Within 05 years since the date of issue of the License, a founding member may only transfer its stake to another founding member. Within 03 years from the commencement of capital contribution to a JV bank or a wholly foreign-owned bank, a contributing member may only transfer its stake to another contributing member provided that it meets stake holding ratio requirements specified in clause 1 Article 77 of the Law on Credit Institutions.

3. The capital increase or transfer of the stakes to an organization which is not a contributing member of a joint venture bank or a wholly foreign-owned bank must ensure the ownership ratio of stakes specified in Clause 1Article 77 of the Law on Credit Institutions and satisfy the following requirements:

a) New partners (except for new partners (of joint venture banks) that are non-bank enterprises) must meet the requirements of founding members as prescribed in Clause 5, Article 29 of the Law on Credit Institutions and guiding documents;

b) New partners that are foreign credit institutions must meet the requirements specified in Points b, d, dd, Clause 2, Clause 5, Article 29 of the Law on Credit Institutions and guiding documents;

c) For a joint venture bank, a new partner that is a non-bank enterprise must meet the following requirements:

(i) It must be established under Vietnamese law or foreign law;

(ii) If the partner is a state-owned enterprise, it must obtain a written approval for the capital contribution or receipt of stakes through transfer at a JV bank as prescribed by law;

(iii) If the partner is an enterprise that is granted a License to establish and operate in banking, securities or insurance field, the capital contribution or transfer of stakes must comply with relevant laws;

(iv) It must maintain the owner's equity of at least VND 1.000 billion and total assets of at least VND 2.000 billion in the last 03 consecutive years prior to the year of submission of an application for approval for capital increase or transfer of the stake which is between 1% and 5% of the charter capital of the JV bank; or it must maintain the owner's equity of at least VND 200 billion and total assets of at least VND 400 billion in the last 03 consecutive years prior to the year of submission of an application for approval for capital increase or transfer of the stake which does not exceed 1% of the charter capital of the JV bank;

(v) If an enterprise is required to meet the legal capital requirement to operate in a certain business line, its owner's equity minus the legal capital must not be lower than the capital amount contributed as committed according to financial statements, which have been audited by an independent audit organization and given no qualified opinion, of the year prior to the year of submission of an application for approval for capital increase or transfer of stakes;

(vi) It has a profitable business for the last 03 consecutive years prior to the year of submission of an application for approval for capital increase or transfer of stakes;

(vii) It is not allowed to use its funds raised or borrowed from other organizations or individuals to make capital contribution or transfer of stakes;

(viii) It has fulfilled all tax and social insurance obligations as prescribed by law by the date of submission of an application for approval for capital increase or transfer of stakes;

(ix) It is not a founding shareholder, owner, founding member or strategic shareholder of any other credit institution that is duly established and operating in Vietnam.

d) In case of capital increase or transfer of stakes leading to another foreign credit institution owning 50% of the charter capital of a wholly foreign-owned bank, the new foreign credit institution must ensure that operations of the wholly foreign-owned bank are operations that the foreign credit institution is allowed to carry out in the country where the foreign credit institution is headquartered.

4. Requirements for repurchase of stakes:

a) The application for repurchase of the stake of a contributing member, conditions for payment and disposal of the stake must comply with provisions on repurchase of stakes of the Law on enterprises;

b) After making full payment for the repurchased stake, the bank must still ensure the full payment of all debts and other asset obligations, comply with requirements for prudential ratios and limits in banking operations, and the real value of the charter capital must not be lower than the legal capital;

c) The purchaser must fully comply with regulations on risk management and reserve provisions in accordance with provisions at the time of applying for approval by SBV for the stake repurchase;

d) The purchaser must do unceasingly profitable business in 05 consecutive years preceding the year of applying for the stake repurchase and have no accumulated loss;

dd) The purchaser must not be punished for any administrative penalty against regulations on currency and banking operations by SBV in 05 consecutive years preceding the year of applying for stake repurchase and until the time of applying for approval by SBV for the stake repurchase.

5. The capital increase or stake transfer or stake repurchase must be approved by SBV in writing before implementation thereof. The procedures and application for capital increase or stake transfer or stake repurchase shall comply with the regulations of the Governor of SBV.

1. Adequately, accurately and promptly provide information at the request of SBV in accordance with provisions of this Circular, and assume all legal responsibility for their provided information.

2. Ensure to be eligible for performing the proposed operations and carry on meeting the eligibility criteria according to regulations;

3. A commercial bank or an FBB participating in international payment systems must comply with the following principles:

a) If it has participated in the international payment systems before the effective date of Decree No. 52/2024/ND-CP dated May 15, 2024 of the Government on non-cash payments, it must complete procedures for addition of the information on the participation in the international payment systems to the License according to the provisions of this Circular within 24 months from the effective date of Decree No. 52/2024/ND-CP. Past the above time limit, the commercial bank or the FBB must stop participating in the international payment systems until completing procedures for addition of the information on the participation in the international payment systems to the License;

b) During the participation in the international payment systems, the commercial bank or the FBB must regularly review, monitor and evaluate their participation in the international payment systems and the organization and operation of the international payment systems in order to make appropriate adjustments to ensure safety for the operations of the commercial bank or the FBB, and fully comply with the provisions of law on prevention and control of anti-money laundering, terrorist financing, financing of proliferation of weapons of mass destruction and safety and security of customer information;

c) The participation in the international payment systems must be conformable to payment commitments in international treaties to which Vietnam is a signatory;

d) The commercial bank or the FBB must comply with regulations on assurance of information security and safety and information system security in banking operations according to regulations of SBV;

dd) The commercial bank or the FBB must be responsible for the content and implementation of internal regulations on business processes and risk management processes when participating in the international payment systems; make a connection with international payment systems in accordance with the issued internal regulations;

e) The commercial bank or the FBB must make annual reports on transactions through the international payment systems by using the form in Appendix 04 enclosed herewith. In unexpected cases or when necessary, the commercial bank or the FBB shall make reports at the request of SBV.

4. The commercial bank or the FBB shall pay the charge for replacement of the license as prescribed in Article 4 of this Circular.

1. Banking Inspection and Supervision Agency:

a) Act as a focal point in charge of receiving, appraising and submit applications for replacement or supplementation of Licenses of commercial banks or FBBs which are subject to banking microprudential supervision by Banking Inspection and Supervision Agency as prescribed in Clauses 1 and 2 Article 3 hereof;

b) Send a written request for opinions of relevant units in SBV, enclosed with the application, about addition of interest rate derivatives, commodities derivatives, securities depository and international payment systems to the license when carrying out its responsibilities specified in point a of this clause;

c) Send information on the change together with the Decision to supplement banking operations to the license or new license to the business registration authority of the province where the commercial bank or the FBB is headquartered to update the national business registration information system according to the provisions of Clause 2, Article 5 of this Circular;

d) Notify the business registration authority of the change in legal representative of the commercial bank or the FBB that is subject to microprudential supervision by Banking Inspection and Supervision Agency according to the provisions of Clause 1 and Clause 2, Article 3 of this Circular;

d) Be responsible for managing and storing the application for replacement of the license or addition of banking operations to the license after issuance;

e) Handle difficulties arising during the implementation of this Circular.

2. The operations center:

a) Instruct the commercial bank or the FBB to transfer the charge for replacement of the license;

b) Collect the charge for replacement of the license of the commercial bank or the FBB and transfer the entire charge collected to the State budget according to applicable regulations.

3. The Payment Department:

a) Within 10 (ten) days from the date of receipt of the written request from Banking Inspection and Supervision Agency or SBV’s branch for addition of information on the participation in the international payment systems to the license, the Payment Department shall have a written comment on:

(i) Whether the commercial bank or the FBB has met the documentation requirements in terms of internal regulations on standards for selecting connection to international payment systems;

 (ii) Report on the satisfaction of the requirement that there are internal regulations on standards for selecting connection to international payment systems specified in clause 3 Article 21 of Decree No. 52/2024/ND-CP, including data on transactions through the international payment system as of the time of application submission (in cases where the bank has participated in international payment system before July 1, 2024);

b) Receive and synthesize periodic reports on the status of transactions through the international payment system of the commercial bank or the FBB;

c) Handle problems during the participation in the international payment system of the commercial bank or the FBB.

4. Department of Information Technology.

Within 10 (ten) days from the date of receipt of the written request from Banking Inspection and Supervision Agency or SBV’s branch for addition of information on the participation in the international payment systems to the license, the Department of Information Technology shall have a written comment on:

a) Whether the commercial bank or the FBB has met the documentation requirements specified in Point dd(iii) Clause 2 Article 9 of this Circular and have internal regulations on standards for selecting connection to international payment systems in terms of technical requirements and assurance of safety and security when participating in international payment systems;

b) Report on the satisfaction of the requirement that there is an information system that meets the requirements for administration, safety and security as prescribed in Clause 3, Article 21 of Decree No. 52/2024/ND-CP (if the commercial bank or the FBB has participated in the international payment system before July 1, 2024).

5. International Cooperation Department:

Within 10 (ten) days from the date of receipt of the written request from Banking Inspection and Supervision Agency or SBV’s branch for addition of the information on the participation in the international payment system to the License for operations Actively participating in the international payment system, the International Cooperation Department shall review, consider, and give comments on the application of the commercial bank or the FBB in accordance with international commitments on payments in international treaties to which Vietnam is a signatory.

6. Monetary Policy Department:

Within 10 (ten) days from the date of receipt of the written request from Banking Inspection and Supervision Agency or SBV’s branch for addition of interest rate derivatives, commodities derivatives, and securities depository to the license, the Monetary Policy Department must have a written comment on.

7. Foreign Exchange Management Department:

Within 10 (ten) days from the date of receipt of the written request from Banking Inspection and Supervision Agency or SBV’s branch for addition of information on the participation in the international payment systems to the license, the Foreign Exchange Management Department shall have a written comment on:

a) The fact that the commercial bank or the FBB has issued internal regulations on standards for selecting connection to international payment systems in terms of the content related to legal regulations on foreign exchange management when participating in the international payment systems (if any);

b) Report on the satisfaction of the requirement that there are internal regulations on standards for selecting connection to international payment systems specified in clause 3 Article 21 of Decree No. 52/2024/ND-CP in terms of the content related to legal regulations on foreign exchange management when the commercial bank or the FBB participates in the international payment systems (if any) (in cases where the bank has participated in the international payment systems before July 1, 2024);

8. SBV’s branch:

a) Receive and appraise applications for replacement or supplementation of Licenses of FBBs and applications for modification or supplementation of licenses in terms of changes of the foreign representative offices that are subject to microprudential supervision by SBV’s branch to the license according to the provisions of Clause 3, Article 3 of this Circular;

b) Send a written request for opinions of the People's Committee of the province or central-affiliated city where the foreign representative office is expected to be headquartered (in case of relocation to another province or city) according to the provisions of Article 11 of this Circular;

c) Send information on the change together with the Decision to add banking operations to the license or new license to the business registration authority of the province where the FBB is located to update the national business registration information system according to the provisions of Clause 3, Article 5 of this Circular;

d) Notify the business registration authority of changing the legal representative of the FBB that is subject to microprudential supervision by SBV’s branch according to the provisions of Clause 3, Article 3 of this Circular; of changing the chief of the foreign representative office;

dd) Be responsible for managing and storing the application for replacement or supplementation of the License or addition of changes of the FBB to the License; for modification or supplementation of changes of the foreign representative office to the license after issuance;

e) Receive the written notification from the foreign representative office whose head office is located in the province or city where the branch is located of the changes specified in Clause 2, Article 10 of this Circular;

g) Notify the Ministry of Public Security (via the Department of Economic Security) of the head of the foreign representative office after receiving the written notification of change from the foreign representative office;

h) Send a written request for opinions of relevant units affiliated to SBV, enclosed with the application, about supplementation of interest rate derivatives, commodities derivatives, securities depository and international payment systems to the license when carrying out its responsibilities specified in point a of this clause;

i) Instruct the FBB to pay the charge for replacement of the license;

k) Collect the charge for replacement of the license of the FBB except for FBBs that are subject to microprudential supervision by Banking Inspection and Supervision Agency and transfer the entire charge collected to the State budget according to applicable regulations.

1. This Circular comes into force from July 01, 2024.

2. This Circular annuls:

a) Circular No. 40/2011/TT-NHNN;

b) Circular No. 17/2017/TT-NHNN;

c) Circular No. 28/2018/TT-NHNN;

d) Circular No. 25/2019/TT-NHNN;

dd) Circular No. 37/2019/TT-NHNN;

e) Circular No. 28/2021/TT-NHNN;

g) Circular No. 13/2023/TT-NHNN.

3. Article 1 of Circular No. 17/2018/TT-NHNN is annulled.

1. Written requests for modification of changes of foreign representative offices to licenses that have been submitted before the effective date of this Circular may carry on consideration and processing according to regulations of law at the time of application submission.

2. Written requests for replacement and supplementation of licenses, both supplementation and replacement of licenses of commercial banks and FBBs that have been submitted before the effective date of this Circular may carry on consideration and processing according to regulations of law at the time of application submission.

3. Commercial banks and FBBs may carry on collecting insurance premiums and collecting applications to serve compensation settlement and insurance payment according to agreements signed before July 1^st 2024 (for insurance contracts and agreements in which commercial banks and FBBs act as insurance agents. Amendments, supplements, and extensions of insurance contracts and agreements in which commercial banks and foreign bank branches act as insurance agents are only carried out if the content of the amendments, supplements, and extensions is in accordance with the Law on Credit Institutions and this Circular.

Chiefs of Offices, Chief Inspectors, heads of units affiliated to SBV, commercial banks, FBBs, representative offices in Vietnam of foreign credit organizations and other foreign organizations involved in banking operations are responsible for implementation of this Circular./.