Circular No. 05/2023/TT-NHNN amending and supplementing certain provisions of Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on the issuance of licenses, organization, and operation of non-bank financial institutions.

CIRCULAR

Amending and supplementing some articles of Circular No. 30/2015/TT-NHNN

dated December 25, 2015 of the Governor of the State Bank of Vietnam

on the issuance of Licenses, organization and

operation of non-bank credit institutions

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 amending and supplementing certain provisions of the Law on Credit Institutions dated November 20, 2017;

On the basis of Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of Banking Inspection and Supervision;

The Governor of the State Bank of Vietnam promulgates this Circular amending and supplementing some articles of Circular No. 30/2015/TT-NHNN dated 25 December 2015 of the Governor of the State Bank of Vietnam on the issuance of Licenses, organization and operation of non-bank credit institutions.

Article 1. Amending and supplementing some articles of Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam on the issuance of Licenses, organization and operation of non-bank credit institutions

1. Amending and supplementing Clause 1, Article 8 as follows:

“1. The preparatory board shall prepare the application for License issuance in accordance with Articles 13 and 14, Clauses 1, 2, and 3 of Article 15, Clauses 1, 2, 3, 4, 5, 5a, and 6 of Article 16 of this Circular and submit it directly or through postal service to the headquarters of the State Bank of Vietnam (One-stop Service Department).

Within ten working days from the date of receipt of the application for License issuance, the State Bank shall send a letter to the preparatory board confirming that all necessary documents have been received for preliminary approval or requesting additional documents if the application is incomplete.”

2. Amending and supplementing Clause 3, Article 10 as follows:

“3. Non-bank credit institutions granted a License shall submit directly or through postal service to the State Bank branch in the province or city where the main office is located and the State Bank (One-stop Service Department) a notification regarding compliance with the conditions for commencing operations as stipulated in Clause 2 of this Article at least fifteen days prior to the commencement of operations.”

3. Amending and supplementing Article 11 as follows:

“Article 11. Provisions for founding shareholders

1. Not be a strategic shareholder, founding shareholder, owner, or founding member of another credit institution established and operating in Vietnam.

2. Shall not use raised capital or loans from other organizations or individuals to contribute capital.

3. In addition to the provisions of Clause 1 and Clause 2 of this Article, individual founding shareholders must comply with the following provisions:

a) Hold Vietnamese nationality;

b) Not be among those prohibited from establishing enterprises under the Enterprise Law and the Civil Servants Law.

4. In addition to the provisions of Clause 1 and Clause 2 of this Article, corporate founding shareholders must comply with the following provisions:

a) Established in accordance with Vietnamese law;

b) Have been profitable for three consecutive fiscal years before the year of submitting the application for License issuance and up to the time of submitting supplementary documents for consideration of License issuance;

c) Fully fulfill tax and social insurance obligations as prescribed by law up to the time of submitting the application for License issuance;

d) For Vietnamese enterprises (excluding Vietnamese commercial banks):

(i) Have a minimum equity capital of 500 billion VND and total assets of at least 1,000 billion VND for three consecutive fiscal years before the year of submitting the application for License issuance. If the enterprise operates in industries requiring statutory capital, it must ensure equity capital according to the audited financial statements of the year immediately preceding the submission of the application for License issuance minus the statutory minimum capital commitment;

(ii) If the enterprise has been granted a License to operate in the securities or insurance sectors, it must comply with the capital contribution requirements as stipulated by relevant laws;

d) For Vietnamese commercial banks:

(i) Have a minimum total asset of 100 trillion VND, fully comply with risk management regulations and adequate provisioning requirements as prescribed at the time of submitting the application for License issuance and up to the time of submitting supplementary documents for consideration of License issuance;

(ii) Not violate safety limits and ratios in operations as prescribed by the State Bank in the year immediately preceding the year of submitting the application for License issuance and up to the time of submitting the application for License issuance;

(iii) Ensure a minimum capital adequacy ratio after contributing capital to establish a non-bank credit institution;

(iv) Not be subject to administrative penalties in the field of currency and banking activities in the two consecutive years prior to the year of submitting the application for License issuance and up to the time of submitting the application for License issuance.”

4. Amending and supplementing Article 12 as follows:

“Article 12. Provisions for owners and founding members

1. Founding members that are Vietnamese enterprises (excluding Vietnamese commercial banks) must comply with the following provisions:

a) The provisions set forth in Clause 1, Clause 2, and Points a, b, c of Clause 4, Article 11 of this Circular;

b) Having a minimum charter capital of VND 1,000 billion and total assets of at least VND 2,000 billion in the three consecutive fiscal years prior to the year of submitting the application for the License. In cases where the business operates in industries requiring statutory capital, it must ensure that the owner's equity according to the audited financial report of the year immediately preceding the submission of the application for the License, minus the minimum statutory capital equivalent to the committed contribution capital;

c) In cases where the enterprise is granted a License to establish and operate in the securities and insurance sectors, it must comply with the capital contribution regulations stipulated by relevant laws.

2. Owners and founding members who are commercial banks of Vietnam (except for the case of owners specified in Clause 4 of this Article) must comply with the provisions set forth in Clause 1, Clause 2, and Points b, c, đ of Clause 4, Article 11 of this Circular.

3. Owners and founding members that are foreign credit organizations must comply with the following provisions:

a) The provision set forth in Point b of Clause 4, Article 11 of this Circular;

b) Having total assets exceeding US$10 billion at the end of the year immediately preceding the year of submitting the application for the License;

c) Not seriously violating banking operation regulations and other laws of the home country in the five consecutive years prior to the year of submitting the application for the License and up to the time of submitting supplementary documents for consideration of the License issuance;

d) Having international operational experience, rated by international credit rating organizations at a stable level or higher, indicating the ability to fulfill financial commitments and operate normally even under unfavorable economic conditions;

đ) Being evaluated by the competent authority of the home country as ensuring the safety capital ratio, other safety ratios, fully complying with risk management regulations, and adequately provisioning according to the regulations of the home country in the year immediately preceding the year of submitting the application for the License and up to the time of submitting supplementary documents for consideration of the License issuance;

e) Not being a strategic shareholder, owner, or founding member of another credit institution established and operating in Vietnam;

g) In cases where the foreign credit institution is a leasing company, the balance of financial leasing and loans must account for at least 70% of the total assets of the company.

4. Owners who are commercial banks of Vietnam required to compulsorily establish non-bank credit institutions to implement approved compulsory transfer plans (hereinafter referred to as compulsorily transferred commercial banks) must comply with the following provisions:

a) The provisions set forth in Clause 1, Clause 2, and Point c of Clause 4, Article 11 of this Circular;

b) Having a minimum charter capital equal to the total statutory capital for commercial banks and the statutory capital for non-bank credit institutions as prescribed by law.

5. Within five years from the date of issuance of the License, owners and founding members must jointly own 100% of the charter capital of the limited liability non-bank credit institution.

5. Supplement Clause 3a after Clause 3 of Article 14 as follows:

"3a. The project to establish a non-bank credit institution, which has been approved by the owner, shall include at least the contents prescribed in Clause 3 of this Article (excluding Point a and Point c) in cases where the owner is a compulsorily transferred commercial bank."

6. Amend and supplement Point h of Clause 4 of Article 15 as follows:

"h) Report of founding shareholders who are commercial banks of Vietnam and Vietnamese enterprises on their compliance with the provisions of Clause 4, Article 11 of this Circular from the time of submitting the application for the License to the time of submitting supplementary documents for consideration of the License issuance."

7. Supplement Clause 5a after Clause 5 of Article 16 and amend and supplement Points đ and e of Clause 7 of Article 16 as follows:

"5a. Documents for owners who are compulsorily transferred commercial banks:

a) Authorization document for the legal representative of the Vietnamese commercial bank's shareholding at the non-bank credit institution in accordance with the provisions of the law;

b) Certificates from tax authorities and social insurance agencies confirming the full fulfillment of tax and social insurance obligations by the organization;

c) Curriculum vitae according to the model prescribed in Appendix No. 02 of this Circular, and the criminal record certificate of the legal representative and the person appointed to represent the shareholding of the Vietnamese commercial bank at the non-bank credit institution as prescribed in Point a of Clause 4 of Article 14 of this Circular;"

"đ) Report of Vietnamese commercial banks and Vietnamese enterprises on their compliance with the provisions of Clause 4, Article 11 of this Circular or report of compulsorily transferred commercial banks on their compliance with the provisions of Clause 4, Article 12 of this Circular from the time of submitting the application for the License to the time of submitting supplementary documents for consideration of the License issuance;

e) Document from the competent authority of the home country evaluating the foreign credit institution's compliance with the provisions of Point a, c, đ of Clause 3, Article 12 of this Circular from the time of submitting the application for the License to the time of submitting supplementary documents for consideration of the License issuance."

8. Amend and supplement Clause 1 of Article 18 as follows:

"1. Non-bank credit institutions wishing to renew the License or add activities to the License shall submit the application dossier in accordance with the provisions of Article 19 of this Circular directly or through postal services to the headquarters of the State Bank of Vietnam (One-Stop Service Department)."

9. Amend and supplement Article 22 as follows:

“ Article 22. Charter, contents for amending and supplementing the Charter

1. The charter of non-bank credit organizations must include the main provisions stipulated in Clause 1, Article 31 of the Law on Credit Institutions and must not contravene the provisions of the Law on Credit Institutions and other relevant laws. Non-bank credit organizations shall be fully responsible under the law for the contents of the Charter, the contents for amending and supplementing the Charter.

2. Upon being granted a License, non-bank credit organizations must directly send or send through postal service to the headquarters of the State Bank of Vietnam the Charter that has been approved by the Shareholders' Meeting and the Board of Members within fifteen days from the date of approval. In case of amending or supplementing the Charter, non-bank credit organizations must directly send or send through postal service to the headquarters of the State Bank of Vietnam within fifteen days from the date of approval.”

Article 2. Supplementing, replacing, abolishing some terms, phrases, points of Circular 30/2015/TT-NHNN

1. Supplement the phrase “(except in cases provided for in Clause 3a of this Article)” after the phrase “Project to establish a non-bank credit organization” in Clause 3, Article 14, and supplement the phrase “(except in cases of the owner provided for in Clause 5a of this Article)” after the phrase “Documents for the owner, founding member being a commercial bank of Vietnam, a Vietnamese enterprise” in Clause 5, Article 16.

2. Remove the word “establishment” in Article 4, the phrase “(for areas without a Banking Inspection and Supervision Department)” in point c Clause 4, Article 41, and the phrase “Banking Inspection and Supervision Department or” in Article 7 Appendix number 09A, Article 7 Appendix number 09B, Article 7 Appendix number 09C, Article 7 Appendix number 09D.

3. Abolish point c(iii), point c(vi) Clause 3, Article 15, point d Clause 1, Article 41.

4. Replace Appendix number 01, Appendix number 02, Appendix number 03, Appendix number 04A, Appendix number 04B, Appendix number 05, and Appendix number 06 with Appendix number 01, Appendix number 02, Appendix number 03, Appendix number 04A, Appendix number 04B, Appendix number 05, and Appendix number 06 issued together with this Circular.

This Circular takes effect from December 25, 2025/.

The Director of the Office, the Director of Banking Inspection and Supervision, the Heads of units under the State Bank of Vietnam, non-bank credit organizations are responsible for organizing the implementation of this Circular.

Article 4. Implementation provisions

1. This Circular takes effect from August 6, 2023.

2. Abolish Clause 2, Clause 3, Clause 5, Clause 6, Article 1 of Circular No. 15/2016/TT-NHNN dated June 30, 2016 of the Governor of the State Bank of Vietnam amending and supplementing some articles of Circular No. 30/2015/TT-NHNN.

3. Abolish Article 4 of Circular No. 17/2018/TT-NHNN dated August 14, 2018 of the Governor of the State Bank of Vietnam amending and supplementing some articles of Circulars on granting Licenses, network operations, and foreign exchange activities of credit institutions, branches of foreign banks.

4. Abolish Clause 7, Article 1, Clause 1, Clause 2, Clause 3, Clause 4, Article 2 of Circular No. 01/2019/TT-NHNN dated February 1, 2019 of the Governor of the State Bank of Vietnam amending and supplementing some articles of Circular No. 30/2015/TT-NHNN./.