ON RE-ISSUANCE OF THE LICENSE, SUPPLEMENTATION OF LICENSED ACTIVITIES AND THE ORGANIZATION AND OPERATIONS OF NON-BANK CREDIT INSTITUTIONS

1. This Circular provides for re-issuance of the License, supplementation of licensed activities and the organization and operations of non-bank credit institutions.

2. Financial leasing activities of general finance companies and financial leasing companies shall be carried out in accordance with regulations of the Governor of the State Bank of Vietnam.

1. General finance companies.

2. Specialized finance companies.

3. Organizations and individuals related to re-issuance of the License, supplementation of licensed activities and the organization and operations of non-bank credit institutions as prescribed in this Circular.

For the purposes of this Circular, the following terms shall be construed as follows:

1. Owner means a Vietnamese commercial bank or a foreign credit institution owning the entire charter capital of a single-member limited liability non-bank credit institution.

2. Lease payment means the amount payable by the lessee to the lessor as agreed in the operating lease contract.

3. Operating lease means a form of operating lease under which a financial leasing company leases assets to an operating lessee for use for a definite period, based on the principle that the leased assets shall be returned upon expiration of the lease term. The financial leasing company owns the leased assets throughout the lease term. The operating lessee uses the leased assets and pays lease payments throughout the lease term as agreed in the operating lease contract.

4. Operating lessee means a legal entity or individual operating in Vietnam.

For households, cooperative groups and other organizations without legal person status, when participating in operating lease relations, members of such households, cooperative groups or other organizations without legal person status shall be subjects participating in the establishment and performance of operating lease transactions, or may authorize a representative to participate in the establishment and performance of operating lease transactions.

5. Consumer credit means a form of credit extension for personal consumption purposes through consumer lending operations and issuance of credit cards.

6. Total outstanding credit balance includes the total outstanding balance of loans, discounting, financial leasing, factoring, credit cards and other credit extension operations in accordance with regulations of the State Bank of Vietnam (including outstanding credit balances from capital sources of other legal entities for which specialized finance companies bear risks in accordance with law), and balances of entrusted amounts to other credit institutions or branches of foreign banks for credit extension. The total outstanding credit balance prescribed in this Clause excludes credit extensions from entrusted capital sources of the Government, organizations or individuals for which the specialized finance company receiving the entrustment does not bear risks, or cases where customers are other credit institutions or branches of foreign banks.

1. The Governor of the State Bank of Vietnam shall consider and decide on re-issuance of the License or supplementation of licensed activities concurrently with re-issuance of the License of a non-bank credit institution.

2. The Director of the Department of Banking Supervision and Regulation shall consider and decide on supplementation of licensed activities of a non-bank credit institution.

1. The State Bank of Vietnam shall not carry out re-issuance of the License for licensed activities that non-bank credit institutions are not permitted to perform under law at the time of re-issuance.

2. The State Bank of Vietnam shall adjust the names of permitted licensed activities in conformity with the Law on Credit Institutions No. 32/2024/QH15, as amended by Law No. 96/2025/QH15 (hereinafter referred to as Law No. 32/2024/QH15), and Appendices I, II, III and IV promulgated together with this Circular. The re-issued License shall replace all Licenses and approval documents (related to amendments and supplementation of the License) previously issued by the State Bank of Vietnam to the non-bank credit institution prior to the time of re-issuance.

3. For foreign exchange business activities and provision of foreign exchange services, supplementation of licensed activities shall be implemented in accordance with separate regulations of the State Bank of Vietnam and other relevant laws.

4. For other forms of credit extension and other business activities related to banking operations prescribed in Appendices I, II, III and IV promulgated together with this Circular, non-bank credit institutions may carry out such activities only after obtaining approval from the State Bank of Vietnam; procedures for supplementation of such licensed activities shall be implemented in accordance with separate regulations of the State Bank of Vietnam and other relevant laws.

5. Where a non-bank credit institution requests supplementation of licensed activities concurrently with re-issuance of the License, the State Bank of Vietnam shall consider re-issuance of the License incorporating the requested supplemented activities, provided that the non-bank credit institution fully meets the application requirements prescribed in Clause 3 Article 7 of this Circular.

1. Applications for re-issuance of the License or supplementation of licensed activities must be signed by the legal representative or the authorized representative of the non-bank credit institution. In case of signing under authorization, the application must be accompanied by a written authorization prepared in accordance with law.

2. Applications for re-issuance of the License or supplementation of licensed activities of a non-bank credit institution shall be prepared in 1 set in Vietnamese.  Foreign documents included in the application must be consular legalized in accordance with Vietnamese law (except cases exempt from consular legalization under the law on consular legalization) and translated into Vietnamese. Translations from foreign languages into Vietnamese must be notarized or have the translator’s signature certified in accordance with law. Where documents are copies that are neither certified true copies nor copies issued from original registers, the original documents must be presented for comparison; the person conducting the comparison shall be responsible for the accuracy of the copies against the originals.

3. Each application set must contain a list of documents.

4. Applications of non-bank credit institutions shall be submitted to the State Bank of Vietnam in one of the following forms:

a) Online submission via the National Public Service Portal;

b) In-person submission at the single window of the State Bank of Vietnam;

c) Submission via postal services.

Where applications are submitted online via the National Public Service Portal, electronic applications must use digital signatures in accordance with the law on implementation of administrative procedures in the electronic environment.

Where the National Public Service Portal system encounters incidents or errors preventing receipt or exchange of electronic information, declaration, submission, receipt, return of results, exchange and feedback of information shall be carried out via postal services or in person at the single window of the State Bank of Vietnam.

5. Results of applications for re-issuance of the License or supplementation of licensed activities shall be sent to the non-bank credit institution in electronic form via online methods; where requested by the non-bank credit institution, results shall be sent in paper form via postal services or returned in person at the single window of the State Bank of Vietnam.

6. Documents in electronic applications shall be electronic copies scanned from originals or originals (PDF format files), or documents generated from systems with digital signatures.

1. In case of re-issuance of the License:

a) Application for re-issuance of the License made in accordance with the form provided in Appendix V promulgated together with this Circular, clearly specifying the licensed activities proposed to be conducted;

b) List of licensed activities enclosed with copies of the current License and approval documents.

2. In case of supplementation of licensed activities:

a) Application for supplementation of licensed activities made in accordance with the form provided in Appendix VI promulgated together with this Circular, clearly specifying the licensed activities proposed for supplementation. For non-bank credit institutions with 100% foreign capital requesting supplementation of licensed activities, the application must include a commitment that such activities are those which the foreign credit institution being the owner or the capital-contributing member with the largest charter capital contribution ratio is permitted to conduct in the country where its head office is located;

b) Resolution of the Board of Directors or the Members’ Council of the non-bank credit institution approving the request for supplementation of licensed activities;

c) Documents evidencing satisfaction of conditions for the activities proposed to be conducted in Vietnam, being activities which the foreign credit institution being the owner or the capital-contributing member with the largest charter capital contribution ratio of the non-bank credit institution with 100% foreign capital is permitted to conduct in the country where its head office is located;

d) In addition to the documents prescribed at Points a, b and c of this Clause, where the non-bank credit institution requests supplementation of banking activities specifically provided in Law No. 32/2024/QH15 and Appendices I, II, III and IV promulgated together with this Circular, the following additional documents are required:

(i) Internal regulations prepared in accordance with law for execution of the banking activities proposed for supplementation;

(ii) Commitment confirming satisfaction of conditions regarding professional operations, staff and facilities, technology to execute the banking activities proposed for supplementation in accordance with relevant laws.

3. In case of requesting supplementation of licensed activities concurrently with re-issuance of the License:

a) Application for supplementation of licensed activities and re-issuance of the License made in accordance with the form provided in Appendix VII promulgated together with this Circular, including the licensed activities proposed to be conducted, proposed for supplementation and the commitments prescribed at Point a Clause 2 of this Article;

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

1. Where a non-bank credit institution has a demand for re-issuance of the License, supplementation of licensed activities, or supplementation of licensed activities concurrently with re-issuance of the License, it shall prepare an application in accordance with Article 7 of this Circular and submit it to the State Bank of Vietnam.

2. Within 35 days from the date of receipt of a complete and valid application, the State Bank of Vietnam shall carry out re-issuance of the License, supplementation of licensed activities, or supplementation of licensed activities concurrently with re-issuance of the License as requested by the non-bank credit institution. In case of refusal, the State Bank of Vietnam shall reply in writing and clearly state the reasons

3. After being granted re-issuance of the License or supplementation of licensed activities by the State Bank of Vietnam, the non-bank credit institution shall:

a) Publicize changes to the License within 7 working days from the date of re-issuance or supplementation on 1 media outlet of the State Bank of Vietnam and 1 printed newspaper for 3 consecutive issues or on 1 Vietnamese electronic newspaper;

b) Amend and supplement its Charter in conformity with the contents of the re-issued or supplemented License.

1. Fees for re-issuance of the License shall be implemented in accordance with the law on fees and charges.

2. Within 15 days from the date of re-issuance of the License, the non-bank credit institution shall pay the re-issuance fee to the State Bank of Vietnam.

Within 5 working days from the date the State Bank of Vietnam re-issues the License or supplements licensed activities, or supplements licensed activities concurrently with re-issuance of the License, the Department of Banking Supervision and Regulation shall be responsible for notifying in writing, enclosed with the Decision on supplementation of licensed activities or the re-issued License, the province-level business registration authority where the non-bank credit institution’s head office is located for updating in the national enterprise registration information system.

1. The name of a non-bank credit institution must comply with the Law on Enterprise No. 59/2020/QH14 as amended by Law No. 03/2022/QH15 and Law No. 76/2025/QH15 (hereinafter referred to as Law No. 59/2020/QH14) and other relevant laws, and must be established in accordance with the corresponding legal form and type as follows:

a) Joint stock general finance company and its proper name;

b) Joint stock factoring finance company and its proper name;

c) Joint stock consumer credit finance company and its proper name;

d) Joint stock financial leasing company and its proper name;

dd) Single-member limited liability general finance company and its proper name;

e) Single-member limited liability factoring finance company and its proper name;

g) Single-member limited liability consumer credit finance company and its proper name;

h) Single-member limited liability financial leasing company and its proper name;

i) Limited liability general finance company and its proper name, applicable to general finance companies with two or more members;

k) Limited liability factoring finance company and its proper name, applicable to specialized finance companies with two or more members;

l) Limited liability consumer credit finance company and its proper name, applicable to specialized finance companies with two or more members;

m) Limited liability financial leasing company and its proper name, applicable to specialized finance companies with two or more members.

2. The head office of a non-bank credit institution must satisfy the requirements applicable to enterprise head offices under Law No. 59/2020/QH14 and the following conditions:

a) Be recorded in the License in accordance with law, serve as the workplace of the Board of Directors, Members’ Council, Supervisory Board and General Director, and be the place where transactions with customers are conducted;

b) Be located within the territory of Vietnam, with a specific address including the building name (if any), house number, street name, name of the commune-level administrative division, name of the province-level administrative division, telephone number (if any), fax number (if any) and email address (if any);

c) Ensure convenience for transactions with customers and comply with the State Bank of Vietnam’s regulations on vaults;

d) Have an information management system with online connectivity between the head office, branches and business units of the non-bank credit institution, meeting requirements for governance and management, risk management of the non-bank credit institution and management requirements of the State Bank of Vietnam.

1. The Board of Directors or the Members’ Council must establish a Risk Management Committee and a Human Resources Committee to assist the Board of Directors or the Members’ Council in performing their duties and powers. The Board of Directors or the Members’ Council shall promulgate regulations on the organization and operations of these Committees. Within 10 days from the date of promulgation, the non-bank credit institution shall submit these internal regulations to the State Bank of Vietnam (Department of Banking Supervision and Regulation).

2. Each Committee must have at least three members, including a Chairperson who is a member of the Board of Directors or the Members’ Council, and other members decided, appointed and dismissed by the Board of Directors or the Members’ Council in accordance with the Charter of the non-bank credit institution. Each member of the Board of Directors or the Members’ Council may serve as Chairperson of only one Committee. For joint stock non-bank credit institutions, the Risk Management Committee must include at least one independent member of the Board of Directors.

3. Regulations on the organization and operations of the Committees must include at least the following contents:

a) Working regulations, at a minimum, including: the number of Committee members and responsibilities of each member; regular meetings of the Committee; extraordinary meetings of the Committee; forms and voting ratios applicable to proposals of these Committees;

b) Duties and functions of the Risk Management Committee:

(i) Provide advice to the Board of Directors or the Members’ Council on promulgation of processes and policies within the Committee’s authority relating to risk governance in the operations of the non-bank credit institution in accordance with law and the Charter of the non-bank credit institution;

(ii) Analyze and issue warnings on the safety level of the non-bank credit institution against risks and potential risks that may have impacts, and propose preventive measures for such risks in the short term and long term;

(iii) Review and assess the appropriateness and effectiveness of existing risk governance processes and policies of the non-bank credit institution, and provide recommendations and proposals to the Board of Directors or the Members’ Council on requirements for changes to existing processes, policies and operational strategies;

(iv) Provide advice to the Board of Directors or the Members’ Council on approval of investment decisions and relevant contracts and transactions; decide on risk management policies and supervise the enforcement of risk prevention measures of the non-bank credit institution within the scope of functions and duties assigned by the Board of Directors or the Members’ Council;

c) Duties and functions of the Human Resources Committee:

(i) Provide advice to the Board of Directors or the Members’ Council on the size and structure of the Board of Directors, the Members’ Council and executive management in line with the operational scale and development strategy of the non-bank credit institution;

(ii) Provide advice to the Board of Directors or the Members’ Council on handling personnel matters arising in relation to procedures for election, appointment, dismissal and removal of members of the Board of Directors, the Members’ Council, members of the Supervisory Board and executive management of the non-bank credit institution in accordance with law and the Charter of the non-bank credit institution;

(iii) Conduct research and provide advice to the Board of Directors or the Members’ Council on promulgation of internal regulations of the non-bank credit institution within the competence of the Board of Directors or the Members’ Council on salary entitlement, remuneration, bonuses, recruitment regulations, training and other incentive policies applicable to executive management, officials and employees of the non-bank credit institution.

1. The transfer of capital contribution must comply with the provisions of Law No. 59/2020/QH14.

2. The transfer of capital contribution must comply with regulations on organizational forms of non-bank credit institutions as prescribed in Clauses 3 and 4 Article 6 of Law No. 32/2024/QH15.

3. A founding member may only transfer its capital contribution to another founding member within 5 years from the date of issuance of the License.

4. The transfer of capital contribution must ensure compliance with the capital contribution ratio prescribed in Clause 1 Article 77 of Law No. 32/2024/QH15 and the following provisions:

a) A new transferee must meet conditions applicable to a founding member as prescribed in Clause 5 Article 29 of Law No. 32/2024/QH15 and guiding documents;

b) A new transferee that is a foreign credit institution must meet conditions prescribed at Points b, d and dd Clause 2, and conditions applicable to a founding member as prescribed in Clause 5 Article 29 of Law No. 32/2024/QH15 and guiding documents.

1. A general finance company may conduct activities prescribed from Article 115 to Article 119 of Law No. 32/2024/QH15.

2. A specialized finance company may conduct activities prescribed from Article 120 to Article 124 of Law No. 32/2024/QH15.

3. A factoring finance company must maintain factoring outstanding balances accounting for at least 65% of the total outstanding credit balance.

4. A consumer credit finance company must maintain consumer credit outstanding balances accounting for at least 65% of the total outstanding credit balance.

5. A financial leasing company must maintain financial leasing outstanding balances accounting for at least 65% of the total outstanding credit balance.

1. Assets subject to operating lease include machinery, equipment, means of transport, other movable assets, and immovable property as prescribed in Clause 2 Article 139 of Law No. 32/2024/QH15.

2. A financial leasing company conducting operating lease activities must comply with regulations on asset leasing under the Civil Code No. 91/2015/QH13 and other relevant laws.

3. Operating lease contract:

a) An operating lease contract is an agreement between a financial leasing company and an operating lessee on leasing and use of one or more assets as prescribed in Clause 1 of this Article. An operating lease contract comes into force from the date agreed upon by both parties in the operating lease contract;

b) An operating lease contract must include at least the following contents:

(i) Name, address and tax identification number of the financial leasing company and the operating lessee;

(ii) Name, type and code (if any) of the leased asset and necessary information to accurately identify the leased asset;

(iii) Lease term;

(iv) Lease payment;

(v) Responsibilities of the parties regarding insurance, maintenance, warranty, inspection, repair, replacement and other agreed responsibilities relating to the leased asset during the lease term;

(vi) Rights and obligations of the financial leasing company and the operating lessee in operating lease activities and early termination of the operating lease contract in accordance with civil law and other relevant laws.

1. Where the License issued by the State Bank of Vietnam to a non-bank credit institution includes insurance agency activities, the non-bank credit institution may carry out insurance agency activities for types of insurance in accordance with the Law on Insurance Business No. 08/2022/QH15 as amended by Law No. 139/2025/QH15.

2. When conducting insurance agency activities, the non-bank credit institution must comply with regulations of law on insurance business and other relevant laws.

1. Department of Banking Supervision and Regulation:

a) Act as the focal point for receipt, appraisal and submission to the Governor of the State Bank of Vietnam of applications for re-issuance of the License or for supplementation of licensed activities concurrently with re-issuance of the License;

b) Act as the focal point for receipt, appraisal and decision on supplementation of licensed activities into the License;

c) Carry out notifications in accordance with Article 10 of this Circular.

2. Department of Finance - Accounting:

Provide guidance on accounting entries for operations of non-bank credit institutions as prescribed in this Circular.

3. Department of Forecasting, Statistics - Monetary and Financial Stability:

Act as the focal point for development and guidance on implementation of the statistical reporting entitlement applicable to operations of non-bank credit institutions in accordance with this Circular.

4. Transaction Office:

a) Provide guidance to non-bank credit institutions on payment of fees for re-issuance of the License;

b) Collect fees for re-issuance of the License from non-bank credit institutions and remit the entire collected amount into the State Budget in accordance with current regulations.

1. Provide fully, accurately and promptly all information as requested by the State Bank of Vietnam in accordance with this Circular and bear full legal responsibility for such information.

2. Ensure satisfaction of conditions for carrying out licensed activities as proposed and continuously maintain compliance with such conditions in accordance with regulations.

3. Develop and take full responsibility for the contents of internal regulations in accordance with law; carry out licensed activities in strict compliance with internal procedures already established, provisions of this Circular and other relevant laws.

4. Carry out payment of fees for re-issuance of the License in accordance with Article 32 of Law No. 32/2024/QH15.

This Circular comes into force from February 9, 2026 and replaces Circular No. 35/2024/TT-NHNN on re-issuance of the License, supplementation of licensed activities into the License and organization and operations of non-bank credit institutions.

1. Applications for re-issuance of the License, supplementation of licensed activities into the License, or supplementation of licensed activities concurrently with re-issuance of the License of non-bank credit institutions submitted before the effective date of this Circular shall continue to be reviewed and handled in accordance with the law applicable at the time of submission.

2. Non-bank credit institutions may continue to collect insurance premiums, collect documentation for claim settlement and pay insurance proceeds in accordance with agreements signed before July 1, 2024 with respect to insurance contracts and agreements in which the non-bank credit institution acts as an insurance agent. Amendments, supplements or extensions of such contracts or agreements may only be carried out where the amended, supplemented or extended contents comply with Law No. 32/2024/QH15 and this Circular.

Heads of units of the State Bank of Vietnam and non-bank credit institutions shall implement this Circular./.