Circular No. 10/2025/TT-NHNN stipulates on restructuring, revoking Licenses, and liquidating assets of People's Credit Funds.

CIRCULAR

Regulations on restructuring, revocation of Licenses, and liquidation of assets of credit unions
of the people's credit fund

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Based on the Law on Cooperatives dated June 20, 2023;

Pursuant to Decree No. 26/2025/NĐ-CP dated February 24, 2025 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Credit Institution System Safety Department;

The Governor of the State Bank of Vietnam issues this Circular stipulating regulations on restructuring, revocation of Licenses, and liquidation of assets of credit unions.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates:

1. Conditions, documents, and procedures for approving the restructuring of credit unions in the forms of division, separation, merger, and consolidation.

2. Documents and procedures for revoking the License for establishment and operation of credit unions (hereinafter referred to as the License).

3. Procedures and processes for liquidating the assets of credit unions under the supervision of the State Bank of Vietnam (hereinafter referred to as the State Bank).

4. Credit unions that have been revoked their Licenses before the Law on Credit Organizations comes into effect shall be dissolved according to Article 202 of the Law on Credit Organizations and shall implement dissolution and asset liquidation according to the provisions of the Law on Credit Organizations, this Circular (except for the provisions on revocation of Licenses), and other relevant laws.

5. Credit unions that do not engage in banking activities for a continuous period of twelve months prior to the effective date of the Law on Credit Organizations shall be dissolved according to Article 202 of the Law on Credit Organizations and shall implement dissolution and asset liquidation according to the provisions of the Law on Credit Organizations, this Circular, and other relevant laws.

Article 2. Applicability

4. Deposit Insurance Corporation of Vietnam.

2. Organizations and individuals related to the restructuring, revocation of Licenses, and liquidation of assets of credit unions.

Article 3. Explanation of Terms

In this Circular, the following terms are understood as follows:

1. Division of credit unions is the act where a credit union (hereinafter referred to as the divided credit union) divides all members, assets, rights, obligations, and lawful interests to establish two new credit unions or more, while ceasing the existence of the divided credit union.

2. Separation of credit unions is the act where a credit union (hereinafter referred to as the separated credit union) separates part of its members, assets, rights, obligations, and lawful interests to establish one or several new credit unions without ceasing the existence of the separated credit union.

3. Merger of credit unions is the act where two or more credit unions (hereinafter referred to as participating credit unions) merge all assets, rights, obligations, and lawful interests to establish a new credit union (hereinafter referred to as the merged credit union), while ceasing the existence of the participating credit unions.

4. Absorption of credit unions is the act where one or several credit unions (hereinafter referred to as absorbed credit unions) transfer all assets, rights, obligations, and lawful interests to another credit union (hereinafter referred to as the absorbing credit union), while ceasing the existence of the absorbed credit unions.

5. Credit unions undergoing restructuring include divided credit unions, separated credit unions, participating credit unions in mergers, absorbed credit unions, and absorbing credit unions.

6. Newly formed credit unions are credit unions established anew after implementing division, separation, or merger of credit unions.

7. Credit unions after restructuring include separated credit unions, absorbing credit unions, and newly formed credit unions.

8. The first General Meeting of Members of newly formed credit unions is a meeting comprising capital contributors of newly formed credit unions after being approved in principle by the State Bank, with the task of adopting the Charter of organization and operation of the credit union, electing the Chairman and other members of the Board of Management, the Head and other members of the Supervisory Board for the first term, and deciding other matters related to the establishment of the credit union.

Article 4. Competence to approve the restructuring of people's credit funds, revoke Licenses, and supervise the liquidation of assets of people's credit funds

1. The Governor of the State Bank of Vietnam branch in the Regions where the headquarters of the people's credit fund is located shall approve the restructuring and decide to revoke the License for the people's credit fund within its jurisdiction.

2. The State Bank of Vietnam branch in the Regions where the headquarters of the people's credit fund is located (hereinafter referred to as the State Bank of Vietnam Region) shall supervise the process of asset liquidation of the people's credit fund within its jurisdiction.

Article 5. Principles for Preparing and Submitting Applications

1. The proposal for approval of the restructuring of the people's credit fund shall be signed by the Chairman of the Restructuring Council; the proposal for dissolution of the people's credit fund shall be signed by the legal representative of the people's credit fund. In case the Chairman of the Restructuring Council or the legal representative of the people's credit fund authorizes another person to sign, the file must include an authorization document established in accordance with the provisions of the law.

2. The dossier shall be prepared in one set in Vietnamese.

3. In cases where the documents and materials in the file are copies that are not certified true copies or copies issued from the original book, when submitting the file, the original must be presented for comparison, the person comparing must sign to confirm on the copy and bear responsibility for the accuracy of the copy compared to the original.

Documents in electronic dossiers are scanned electronic versions of original documents (PDF format files).

4. The file shall be submitted in one of the following forms:

a) Submitting online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available). When submitting the file online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal, the electronic file shall use digital signatures in accordance with the provisions of the law on administrative procedures in the electronic environment.

In case the National Public Service Portal system or the State Bank of Vietnam Public Service Portal encounters technical issues or errors preventing the acceptance and exchange of electronic information, the declaration, submission, acceptance, result delivery, information exchange, and feedback shall be carried out through postal services or directly at the One-Stop Service Unit of the State Bank of Vietnam Region;

b) Submitting directly at the One-Stop Service Unit of the State Bank of Vietnam Region;

c) Sending through postal services.

Chapter II

RESTRUCTURING OF PEOPLE'S CREDIT FUNDS

Section 1

GENERAL PROVISIONS

Article 6. Principles of restructuring of people's credit funds

1. Compliance with the provisions of this Circular and relevant laws.

2. The restructuring of people's credit funds shall be implemented based on the Restructuring Plan, merger plan, approved by the State Bank of Vietnam Region in accordance with the provisions of the law.

3. Ensuring the safe and continuous operation of the people's credit fund; ensuring the rights and legitimate interests of members of the people's credit fund and customers during the restructuring process.

4. The transfer and sale of assets during the restructuring of the people's credit fund must ensure transparency, compliance with the provisions of the law and agreements between the parties, ensuring asset safety and not affecting the rights of the people's credit fund undergoing restructuring, organizations and individuals related to the restructuring.

5. The people's credit fund after restructuring shall succeed the rights and obligations of the people's credit fund undergoing restructuring in accordance with the law and agreements between the parties.

6. The License of the people's credit fund being divided, the people's credit funds participating in the merger shall become invalid when the newly formed people's credit fund commences operations. The License of the people's credit fund being merged shall become invalid after the approval document for restructuring by the State Bank of Vietnam Region takes effect.

1. People's credit funds after restructuring shall carry out the activities of people's credit funds undergoing restructuring if they meet all conditions for operation as prescribed by law.

2. The territorial area of operation of people's credit funds after restructuring, except in cases of merger or consolidation of people's credit funds under special supervision, shall be implemented as follows:

a) The territorial area of operation of consolidated people's credit funds is a commune administrative unit (hereinafter referred to as commune) within the territorial area of operation of participating people's credit funds. Participating people's credit funds operating in different communes must cooperate in formulating plans and timelines to ensure operation in one commune in the Restructuring Plan. In this case, the consolidated people's credit fund shall not admit new members, grant new loans, or accept new deposits in communes other than the commune where its main office is located;

b) The territorial area of operation of newly formed people's credit funds after implementing division or separation of people's credit funds is a commune within the territorial area of operation of the divided or separated people's credit fund and must ensure that it does not overlap with the territorial areas of operation of other people's credit funds;

c) The territorial area of operation of people's credit funds receiving mergers after implementing mergers of people's credit funds includes the current territorial area of operation of the merged people's credit fund. The people's credit fund receiving mergers and the people's credit fund being merged must cooperate in formulating plans and timelines to ensure cessation of operations in communes within the territorial area of operation of the merged people's credit fund in the Restructuring Plan. In this case, the people's credit fund receiving mergers shall not admit new members, grant new loans, or accept new deposits in communes that must cease operations;

d) The territorial area of operation of people's credit funds being separated must ensure that it does not exceed the territorial area of operation before the separation of people's credit funds and does not overlap with the territorial areas of operation of other people's credit funds. If the territorial area of operation of people's credit funds being separated involves more than one commune, they must be adjacent communes and can only be approved if the separated people's credit fund meets the conditions for inter-commune operation as stipulated by the Governor of the State Bank regarding people's credit funds;

3. The territorial area of operation of people's credit funds after mergers or consolidations with people's credit funds under special supervision shall be carried out according to the merger or consolidation plan of people's credit funds under special supervision approved by the State Bank Region, ensuring that it is one commune or adjacent communes (if applicable) and does not exceed the territorial area of operation of the people's credit funds before the merger or consolidation;

Section 2

CONDITIONS, DOCUMENTS, PROCEDURES FOR RESTRUCTURING PEOPLE'S CREDIT FUNDS, EXCEPT IN CASES OF MERGER OR CONSOLIDATION OF PEOPLE'S CREDIT FUNDS UNDER SPECIAL SUPERVISIONESTABLISHMENT, MERGER OF PEOPLE'S CREDIT FUNDS UNDER SPECIAL SUPERVISION

Article 8. Conditions for restructuring people's credit funds

1. There must be a feasible Restructuring Plan ensuring the rights and obligations between related parties, which is established and approved in accordance with Article 12 of this Circular.

2. People's credit funds carrying out restructuring must have audited financial reports of the most recent year by an independent auditing organization without any exceptions.

3. After restructuring, people's credit funds must ensure compliance with legal provisions on member capital contribution ratios; organizational structure and management; standards and conditions for members of the Board of Management, members of the Supervisory Board, General Director, Deputy General Director, Chief Accountant, Branch General Manager (Transaction Room); the ratio of remaining value of fixed assets to charter capital and additional reserve capital; limits and ratios ensuring safety in operations and ensuring the actual value of minimum charter capital equal to the statutory capital level.

4. For cases of division or separation of people's credit funds, in addition to meeting the conditions prescribed in Clause 1, Clause 2, and Clause 3 of this Article, the divided or separated people's credit funds must also meet the following conditions:

a) Total assets must be at least VND 500 billion at the time of application or fall under the cases requiring handling of non-contiguous communes from the commune where the main office is located as stipulated in Circular No. 29/2024/TT-NHNN dated June 28, 2024 of the Governor of the State Bank on people's credit funds and any subsequent amendments or supplements (if any);

b) Newly formed people's credit funds must have total assets of at least VND 100 billion.

Article 9. Reorganization Council

1. The People's Credit Cooperative shall establish a Reorganization Council to address issues related to the reorganization of the People's Credit Cooperative.

2. The Reorganization Council of the People's Credit Cooperative shall consist of the Chairman of the Board of Directors, the Head of the Supervisory Board, and the Director of the People's Credit Cooperative undergoing reorganization.

3. The Chairman of the Reorganization Council of the People's Credit Cooperative shall be:

a) The Chairman of the Board of Directors of the People's Credit Cooperative receiving merger; or

b) The Chairman of the Board of Directors of the People's Credit Cooperative being divided, the People's Credit Cooperative being separated; or

c) The Chairman of the Board of Directors of the People's Credit Cooperative participating in consolidation, appointed by the remaining People's Credit Cooperatives participating in consolidation to represent and carry out tasks related to consolidation in accordance with this Circular. The appointment must be made in writing and comply with relevant laws.

4. The Reorganization Council shall be responsible for:

a) Drafting the Reorganization Plan;

b) Proposing the Board of Directors of the People's Credit Cooperative undergoing reorganization to convene the General Meeting of Members to approve the Reorganization Plan and matters related to the reorganization procedures of the People's Credit Cooperative;

c) Recommending the organizational structure and personnel expected to be elected or appointed as Chairman and other members of the Board of Directors, Head and other members of the Supervisory Board, and Director of the People's Credit Cooperative after reorganization;

d) Representing the People's Credit Cooperative undergoing reorganization to implement reorganization procedures in accordance with this Circular and bear legal responsibility for the legality and accuracy of the documents in the application for approval of reorganization;

đ) After the State Bank Regional has issued a document approving the principle of reorganization of the People's Credit Cooperative, the Chairman of the Reorganization Council shall represent the Reorganization Council to convene the first General Meeting of Members of the newly formed People's Credit Cooperative to carry out tasks as stipulated in Clause 8, Article 3 of this Circular.

Article 10. Announcing Information on Reorganization of People's Credit Cooperatives

1. After the State Bank Regional approves the principle of reorganization, the People's Credit Cooperative undergoing reorganization must post at its main office, branch offices, and the headquarters of the People's Committee of the commune where it operates; broadcast on the local radio station where its main office is located (if applicable) for seven working days the following information:

a) Name and main office address of the People's Credit Cooperative undergoing reorganization;

b) Number and date of the document from the State Bank Regional regarding the approval of the principle of reorganization of the People's Credit Cooperative;

c) Charter capital; content and operating area of the People's Credit Cooperative undergoing reorganization at the time of submitting the application for approval of the principle of reorganization;

d) Legal representative of the People's Credit Cooperative undergoing reorganization;

đ) Expected information about the People's Credit Cooperative after reorganization, including: name, main office address, charter capital, legal representative, operating area.

2. After the State Bank Regional approves the reorganization, the People's Credit Cooperative after reorganization must post at its main office, branch offices, and the headquarters of the People's Committee of the commune where it operates; broadcast on the local radio station where its main office is located (if applicable) for three consecutive days and publish in a daily newspaper for three consecutive issues or on a Vietnamese online newspaper for seven working days the following information (except for the provision at point e of this clause):

a) Name and main office address of the People's Credit Cooperative after reorganization;

b) Number and date of the decision from the State Bank Regional regarding the approval of the reorganization of the People's Credit Cooperative;

c) Number and date of the License for Establishment and Operation; number and date of the document amending and supplementing the License of the People's Credit Cooperative after reorganization;

d) Content, duration, and operating area; charter capital of the People's Credit Cooperative after reorganization;

đ) Legal representative of the People's Credit Cooperative after reorganization;

e) List and corresponding contribution ratio of each member contributing capital to the People's Credit Cooperative after reorganization must be posted at the main office and branch offices of the People's Credit Cooperative after reorganization;

g) Expected opening date for the newly formed People's Credit Cooperative;

h) Official information about the termination of the legal entity status of the People's Credit Cooperative being divided, the People's Credit Cooperative being merged into, and the People's Credit Cooperative participating in consolidation, including:

(i) Name, main office address;

(ii) Number and date of the License for Establishment and Operation;

(iii) Charter capital;

(iv) Legal representative;

(v) Termination date. The termination date of the legal entity status of the People's Credit Cooperative being merged into is the effective date of the document approving the reorganization of the State Bank Regional. The termination date of the legal entity status of the People's Credit Cooperative being divided and the People's Credit Cooperative participating in consolidation is the opening date of the newly formed People's Credit Cooperative.

3. The People's Credit Cooperatives participating in consolidation; the People's Credit Cooperative receiving merger and the People's Credit Cooperative being merged into may agree and jointly announce the information specified in Clause 1 of this Article.

Article 11. Documents for requesting approval to reorganize

1. The documents for requesting approval of the principle to reorganize include:

a) A request for approval of the reorganization of the people's credit cooperative according to the form prescribed in Appendix No. 01 issued together with this Circular;

b) The reorganization plan as stipulated in Article 12 of this Circular;

c) The resolution of the members' congress of the people's credit cooperative implementing the reorganization through:

(i) The reorganization plan;

(ii) The merger and consolidation contracts for cases where the people's credit cooperative implements mergers and consolidations;

(iii) The list of personnel expected to be elected and appointed as the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, and the Director of the newly formed people's credit cooperative; the people's credit cooperative being separated, the people's credit cooperative receiving mergers (if there are changes);

(iv) The draft Charter of the people's credit cooperative after reorganization;

(v) Other issues related to the reorganization of the people's credit cooperative;

d) Financial reports audited according to Clause 2, Article 8 of this Circular;

đ) The list of personnel expected to be elected and appointed as the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, and the Director of the newly formed people's credit cooperative; the people's credit cooperative being separated, the people's credit cooperative receiving mergers (if there are changes), including: full name, current position (if applicable) and expected position to be elected and appointed;

e) Documentation proving compliance with the criteria and conditions for those expected to be elected and appointed as the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, and the Director of the newly formed people's credit cooperative; the people's credit cooperative being separated, the people's credit cooperative receiving mergers (if there are changes) according to the Governor of the State Bank's regulations on approving the list of expected personnel of the people's credit cooperative;

g) Draft internal regulations regarding the organization and operation of the newly formed people's credit cooperative, at least including internal regulations stipulated in Clause 2, Article 101 of the Law on Credit Institutions and regulations on the organization and operation of the Board of Directors, the Supervisory Board, and management personnel;

h) Authorization documents according to Point c, Clause 3, Article 9 of this Circular;

i) In addition to the documents specified in Points a, b, c, d, đ, e, g, and h of this clause, the people's credit cooperative implementing mergers and consolidations must submit the merger and consolidation contract according to Point c(ii) of this clause signed by the legal representative of the people's credit cooperative being merged, the people's credit cooperative receiving mergers, and the people's credit cooperative participating in consolidation. The merger and consolidation contract must include the following main contents: name, headquarters address of the people's credit cooperative being merged, the people's credit cooperative receiving mergers, and the people's credit cooperative participating in consolidation; procedures for mergers and consolidations; methods, procedures, deadlines, and conditions for asset conversion, deadlines for implementing mergers and consolidations;

k) The draft Charter of the people's credit cooperative after reorganization approved by the competent authority of the people's credit cooperative implementing reorganization.

2. The documents for requesting approval to reorganize include:

a) A document from the Chairman of the Reorganization Council detailing the changes compared to the reorganization plan submitted to the State Bank Regional Office for approval of the principle (if any);

b) The resolution of the members' congress of the people's credit cooperative implementing reorganization approving the changes in the reorganization plan submitted to the State Bank Regional Office for approval of the principle of reorganization (if any);

c) The documents for requesting approval of the changes that must be approved by the State Bank for the people's credit cooperative being separated, the people's credit cooperative receiving mergers according to the regulations of the State Bank;

d) Minutes of the first members' congress meeting of the newly formed people's credit cooperative regarding:

(i) Electing and appointing the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board according to the list of personnel expected to be approved by the State Bank Regional Office;

(ii) Other contents required to be voted and approved by the members attending the first members' congress meeting according to the law;

đ) Minutes of the members' congress meeting of the people's credit cooperative being separated, the people's credit cooperative receiving mergers regarding electing and appointing the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board according to the list of personnel expected to be approved by the State Bank Regional Office (if there are changes);

e) The decision of the Board of Directors of the newly formed people's credit cooperative appointing the Director according to the list of personnel expected to be approved by the State Bank Regional Office.

The decision of the Board of Directors of the people's credit cooperative being separated, the people's credit cooperative receiving mergers appointing the Director according to the list of personnel expected to be approved by the State Bank Regional Office (if there are changes);

g) The Charter of the people's credit cooperative after reorganization approved by the members' congress;

h) Internal regulations regarding the organization and operation of the newly formed people's credit cooperative stipulated in Point g, Clause 1 of this Article approved by the competent authority of the newly formed people's credit cooperative.

Article 12. Reorganization Plan

1. The reorganization plan must be approved by the Shareholders' Meeting of the People's Credit Cooperative implementing the reorganization, and signed, stamped, and held responsible by the legal representatives of the People's Credit Cooperatives involved.

2. The minimum contents of the reorganization plan for the People's Credit Cooperative shall include the following:

a) Name, address, and website (if any) of the People's Credit Cooperative implementing the reorganization;

b) Reasons for reorganization;

c) Financial status and operations of the People's Credit Cooperative implementing the reorganization in the year immediately preceding the submission of the application;

d) Actual value of the charter capital and non-performing debt up to the time of submitting the application; compliance with limits and ratios ensuring safety in the operations of the People's Credit Cooperative implementing the reorganization in the year immediately preceding the submission of the application;

g) Anticipated business plan for each year in the next three years of the People's Credit Cooperative after reorganization, including at least objectives, business plans, expected implementation of regulations on limits and ratios ensuring safety in operations each year, and analysis and explanation of the ability to implement the plan;

h) Measures to transition information technology management systems, data transmission systems, control, and internal audit systems to ensure smooth operations during and after completing the reorganization of the People's Credit Cooperative;

i) Budgeted costs arising during the reorganization process and principles for allocating costs for the People's Credit Cooperative implementing the reorganization;

k) Plan for dealing with employees working at the People's Credit Cooperative implementing the reorganization;

l) Impact assessment of the reorganization of the People's Credit Cooperative and plans for addressing existing weaknesses and deficiencies (if any) to ensure safe and continuous operations of the People's Credit Cooperative during the reorganization process;

m) Rights and obligations of the People's Credit Cooperative implementing the reorganization, related organizations, and individuals (if any);

n) Principles and plans for dividing assets (for People's Credit Cooperatives implementing division or separation) based on agreements between parties ensuring compliance with legal provisions;

o) Commitment of the People's Credit Cooperative being separated, and the new People's Credit Cooperative formed after the division or separation to strictly control the growth of their total asset size;

p) List of members contributing capital to the People's Credit Cooperative implementing the reorganization and list of members contributing capital to the People's Credit Cooperative after reorganization, including at least the following contents:

(i) Full name (for individual members, household representatives); name and main office address (for corporate members);

(ii) Personal identification number (for individual members, household representatives); business registration code or cooperative registration code (for corporate members);

(iii) Amount of capital contribution and percentage of contribution of each member;

q) Plan for handling special loans already taken out (if any);

r) Organization of the first Shareholders' Meeting of the newly formed People's Credit Cooperative under conditions, composition, meeting format, and voting procedures as stipulated by law to carry out tasks as specified in Clause 8, Article 3 of this Circular; delegation of authority to the Reorganization Council to convene this meeting.

Article 13. Procedures for approving the restructuring of people's credit funds

1. Approval of principles:

a) The restructuring council of the people's credit fund shall complete the dossier in accordance with Clause 1, Article 11 of this Circular and submit it to the State Bank Regional Branch in accordance with Clause 4, Article 5 of this Circular;

b) Within fifteen days from the date of receipt of the dossier, the State Bank Regional Branch shall issue a document to the restructuring council of the people's credit fund confirming that all necessary documents have been received or requesting additional or supplementary documents;

The people's credit fund shall complete the dossier within a maximum period of thirty days from the date the State Bank Regional Branch issues a document requesting additional or supplementary documents;

d) Within fifteen days from the date of receipt of the document seeking opinions, the People's Committee of the commune shall issue a document providing comments on the proposed contents;

(i) Approving the principle of restructuring the people's credit fund;

(ii) Approving the list of candidates for election and appointment as Chairperson and other members of the Board of Directors, Head and other members of the Supervisory Board, and Director of the newly formed people's credit fund;

Approving the list of candidates for election and appointment as Chairperson and other members of the Board of Directors, Head and other members of the Supervisory Board, and Director of the people's credit fund being separated or merged (if there is a change);

In case of non-approval, the State Bank Regional Branch shall issue a document specifying the reasons;

2. Within five working days from the date the State Bank Regional Branch approves the principle of restructuring, the people's credit fund shall publish information in accordance with Clause 1, Article 10 of this Circular;

3. Approval of restructuring:

a) Within sixty days from the date the State Bank Regional Branch approves the principle of restructuring, the restructuring council shall submit to the State Bank Regional Branch the dossier requesting approval of restructuring as stipulated in Clause 2, Article 11 of this Circular. If the State Bank Regional Branch does not receive the aforementioned dossier beyond this period, the document approving the principle of restructuring shall become invalid;

Within ten days from the date of receipt of the aforementioned dossier, the State Bank Regional Branch shall issue a document to the restructuring council confirming that all necessary documents have been received or requesting additional or supplementary documents;

The people's credit fund shall complete the dossier within a maximum period of thirty days from the date the State Bank Regional Branch issues a document requesting additional or supplementary documents;

(i) Shall issue a document approving the restructuring of the people's credit fund according to the model prescribed in Appendix No. 2, Appendix No. 3, Appendix No. 4, and Appendix No. 5 issued together with this Circular;

(ii) Shall issue, amend, or supplement the Business License for the people's credit fund after restructuring. In case of non-approval, the State Bank Regional Branch shall issue a document specifying the reasons;

4. Within forty-five days from the date the document approving the restructuring of the people's credit fund becomes effective:

a) The people's credit fund after restructuring shall publish information in accordance with Clause 2, Article 10 of this Circular;

b) The newly formed people's credit fund shall commence operations in accordance with the law. New people's credit funds established after splitting or separating must commence operations simultaneously;

Within three working days from the date of commencement of operations, the newly formed people's credit fund shall issue a document notifying the State Bank Regional Branch of its commencement of operations;

5. Within five working days from the date the Business License expires as stipulated in Clause 6, Article 6 of this Circular, the people's credit fund being split, the people's credit fund being merged, and the people's credit fund participating in consolidation shall be responsible for returning the expired Business License to the State Bank Regional Branch;

6. Within five working days from the date the branch of the people's credit fund after restructuring commences operations under the new name, the people's credit fund after restructuring shall issue a report to the State Bank Regional Branch on the change of information about the branch's name (including full name and abbreviation);

7. Within five working days from the date of receipt of the document of the people's credit fund as stipulated in Clause 4 and Clause 6 of this Article or from the date of receipt of the expired Business License of the people's credit fund as stipulated in Clause 5 of this Article, the State Bank Regional Branch shall be responsible for issuing a written notice to the registration authority in accordance with the Government's regulations on registration of cooperatives, cooperative associations, and cooperative federations as follows:

a) Notifying the amendment and supplementation of the Business License for the people's credit fund receiving the merger, accompanied by the Decision amending and supplementing the Business License; information about the legal representative of the people's credit fund receiving the merger; notifying the revocation of the Business License of the people's credit fund being merged;

b) Notifying the issuance of the Business License for the consolidated people's credit fund, accompanied by the Business License; information about the legal representative of the consolidated people's credit fund; notifying the revocation of the Business License of the people's credit fund participating in consolidation;

c) Notifying the amendment and supplementation of the Business License for the people's credit fund being separated, accompanied by the Decision amending and supplementing the Business License; notifying the issuance of the Business License for the newly established people's credit fund after separation, accompanied by the Business License; information about the legal representative of the newly established people's credit fund after separation;

d) Notice regarding the revocation of the License for a people's credit fund that is being divided; notice regarding the issuance of the License for a newly established people's credit fund following the division of a people's credit fund, accompanied by the License; information about the legal representative of the newly established people's credit fund following the division of a people's credit fund;

đ) Notice regarding the change of name of the branch of a people's credit fund after restructuring.

Section 3

MERGER AND CONSOLIDATION OF PEOPLE'S CREDIT FUNDS UNDER SPECIAL SUPERVISION

Article 14. Merger and consolidation of people's credit funds under special supervision

1. The merger and consolidation of people's credit funds under special supervision must ensure the conditions stipulated in Article 175 of the Law on Credit Organizations.

2. Within sixty days from the date of receipt of the request document of the Special Supervisory Board specified in Clause 7, Article 167 of the Law on Credit Organizations, the people's credit fund under special supervision shall cooperate with the people's credit fund to be merged or consolidated to perform the following tasks:

a) Complete the preparation of the merger and consolidation plan with contents as prescribed in Article 177 of the Law on Credit Organizations and submit it to the Special Supervisory Board. The merger and consolidation plan must be approved by the competent authority of the people's credit fund to be merged, the people's credit fund to be merged, and the people's credit fund participating in the consolidation according to the law and signed, stamped, and responsible by the legal representatives of the people's credit funds implementing the merger and consolidation;

b) Prepare the dossier to request approval of the principle of merger and consolidation including:

(i) The dossier as prescribed at Point đ, e, g, i, k Clause 1, Article 11 of this Circular based on the content of the merger and consolidation plan as prescribed in Point a of this Clause;

(ii) The document of the people's credit fund to be merged, the people's credit fund participating in the consolidation authorizing the people's credit fund to be merged, the people's credit fund representing the people's credit funds participating in the consolidation (hereinafter referred to as the people's credit fund representative) to carry out tasks related to the merger and consolidation as prescribed in this Circular.

In case the people's credit fund to be merged does not have changes in personnel holding the position of Chairman and other members of the Management Board, Head and other members of the Supervisory Board, Director, the dossier to request approval of the principle of merger shall be implemented according to the provisions at Point g, i, k Clause 1, Article 11 of this Circular based on the content of the merger and consolidation plan as prescribed in Point a of this Clause.

3. Within thirty days from the date of receipt of the merger and consolidation plan as prescribed in Clause 2 of this Article, the Special Supervisory Board shall perform the following tasks:

a) Coordinate with the Vietnam Deposit Insurance Corporation, the Vietnam Cooperative Bank to conduct an assessment and issue a report to the State Bank Regional Office on the feasibility of the merger and consolidation plan;

b) Issue a notification document to send to the people's credit fund to be merged, the people's credit fund representative, the people's credit fund under special supervision to complete the dossier to request approval of the principle of merger and consolidation as prescribed in Point b Clause 2 of this Article.

4. After receiving the notification document of the Special Supervisory Board as prescribed in Point b Clause 3 of this Article, the people's credit fund to be merged, the people's credit fund representative shall submit the dossier as prescribed in Point b Clause 2 of this Article to the State Bank Regional Office as prescribed in Clause 4, Article 5 of this Circular.

5. Within ten days from the date of receipt of the dossier as prescribed in Clause 4 of this Article, the State Bank Regional Office shall issue a document to confirm receipt of the complete and valid dossier or request supplementation and completion of the dossier. The people's credit fund shall complete the dossier within a maximum of ten days from the date the State Bank Regional Office issues a document requesting supplementation and completion of the dossier.

Within ten days from the date of receipt of the opinion-seeking document, the People's Committee of the commune shall issue a document providing comments on the proposed contents.

In case of approval of the merger and consolidation plan, the State Bank Regional Office shall issue a document:

a) Approving the principle of merger and consolidation of people's credit funds;

b) Approving the list of proposed personnel to be elected or appointed as Chairman and other members of the Management Board, Head and other members of the Supervisory Board, Director of the people's credit fund formed after consolidation.

Approving the list of proposed personnel to be elected or appointed as Chairman and other members of the Management Board, Head and other members of the Supervisory Board, Director of the people's credit fund to be merged (if there are changes).

8. Within sixty days from the date the State Bank Regional Office approves the principle of restructuring, the people's credit fund to be merged, the people's credit fund representative shall submit to the State Bank Regional Office the dossier to request approval of restructuring including:

a) Minutes of the first General Meeting of Members of the consolidated people's credit fund regarding:

(i) Electing and appointing the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board according to the list of personnel expected to be approved by the State Bank Regional Office;

(ii) Approving other contents as required by law to be voted on by the members attending the first General Meeting of Members.

b) Minutes of the meeting of the Shareholders' Assembly of the credit cooperative being merged regarding the election and appointment of the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board according to the list of personnel approved by the State Bank Regional Office (if there are any changes);

c) Decision of the Board of Directors of the consolidated credit cooperative regarding the appointment of the Director according to the list of personnel approved by the State Bank Regional Office.

Decision of the Board of Directors of the credit cooperative being merged regarding the appointment of the Director according to the list of personnel approved by the State Bank Regional Office (if there are any changes);

d) Charter of the credit cooperative being merged, the consolidated credit cooperative which has been approved by the Shareholders' Assembly;

đ) Internal regulations on the organization and operation of the consolidated credit cooperative which have been approved by the competent authority, at least including internal regulations stipulated in Clause 2 Article 101 of the Law on Credit Institutions and regulations on the organization and operation of the Board of Directors, the Supervisory Board, and the management personnel.

9. Within ten days from the date of receiving complete and valid documents as prescribed in Clause 8 of this Article, the State Bank Regional Office shall send a letter to the credit cooperative being merged and the representative credit cooperative confirming receipt of complete and valid documents or requesting additional or supplementary documents.

The credit cooperative shall complete the documents within a maximum period of thirty days from the date the State Bank Regional Office requests additional or supplementary documents.

a) Shall issue a letter approving the merger and consolidation of credit cooperatives according to the form prescribed in Appendix No. 2 and Appendix No. 3 issued together with this Circular;

b) Shall issue, amend, or supplement the Business License for the consolidated credit cooperative and the credit cooperative being merged. In case of non-approval, the State Bank Regional Office shall issue a letter specifying the reasons.

11. In case the plan for the merger and consolidation of credit cooperatives under special supervision is not approved by the State Bank Regional Office as prescribed in Clause 7 of this Article or the deadline for implementing the plan for the merger and consolidation has expired without the credit cooperative under special supervision implementing such plan, including the case where the credit cooperative is not approved for merger and consolidation by the State Bank Regional Office as prescribed in Clause 10 of this Article, the Special Supervisory Board shall require the credit cooperative to propose and develop a dissolution plan or bankruptcy plan in accordance with the Law on Credit Institutions and relevant laws.

12. The announcement of information on the merger and consolidation of credit cooperatives under special supervision shall be carried out in accordance with the provisions of the law on special supervision of credit institutions.

13. The deadlines prescribed in Clause 2 and Clause 7 of this Article may be extended by the State Bank Regional Office but the total extension time shall not exceed twice the prescribed deadlines.

14. Within five working days from the date the Business License expires as prescribed in Clause 6 Article 6 of this Circular, the credit cooperative being merged and the credit cooperative participating in the consolidation shall be responsible for returning the expired Business License to the State Bank Regional Office.

Chapter III

REVOCATION OF BUSINESS LICENSE, LIQUIDATION OF ASSETS OF THE CREDIT COOPERATIVE

Section 1

GENERAL PROVISIONS

Article 15. Acts Not to be Performed During the Revocation of the License and Liquidation of Assets of People's Credit Funds

From the date when the Members' Congress of the People's Credit Fund passes the proposal to revoke the license for the voluntary dissolution of the People's Credit Fund or the State Bank Region issues a document requesting the dissolution of the People's Credit Fund and the liquidation of its assets or the State Bank Region approves the early intervention or special supervision of the People's Credit Fund, the People's Credit Fund, its managers, operators, and employees shall not perform the following acts:

1. Conceal or dissipate the assets of the People's Credit Fund, return the capital contributions of members.

2. Abandoning or reducing debt collection rights.

3. Convert unsecured debts into secured debts guaranteed by the assets of the People's Credit Fund.

4. Pledge, mortgage, gift, or lease the assets of the People's Credit Fund.

5. Enter into new agreements or contracts except those aimed at terminating the legal entity status.

6. Transfer funds or assets of the People's Credit Fund abroad.

Article 16. Principles for Revoking the License and Liquidating the Assets of People's Credit Funds

1. The People's Credit Fund must determine its ability to pay off all debts and other financial obligations before and during the asset liquidation process, dissolution, and revocation of the license. All revenues of the People's Credit Fund must be used to settle debts to creditors as stipulated in Article 28 of this Circular.

2. Except for cases specified in Clause 1 of Article 20 of this Circular, the State Bank Region will only approve the dissolution of the People's Credit Fund if:

a) The People's Credit Fund has the ability to fully repay all debts and other financial obligations and is not involved in litigation proceedings before the Court;

b) The People's Credit Fund undergoing early intervention or special supervision has a credit institution that takes over all debt obligations.

3. The dissolution of the People's Credit Fund shall be carried out in accordance with this Circular and relevant laws.

4. The People's Credit Fund must conduct asset liquidation under the supervision of the State Bank Region. If during the supervision of the liquidation process of the dissolved People's Credit Fund, it is found that the People's Credit Fund does not have the ability to fully repay all debts, the State Bank Region decides to terminate the liquidation process and implement the bankruptcy plan of the credit institution according to Section 5 Chapter X and Article 203 of the Law on Credit Institutions.

Section 2

REVOCATION OF LICENSE

Article 17. Revocation of License for Voluntary Dissolution of People's Credit Funds

1. The dissolution application file includes:

a) A document proposing the dissolution of the People's Credit Fund, clearly stating the reasons for requesting dissolution, the ability to fully repay all debts, and measures to be taken after dissolution;

b) The resolution of the Members' Congress of the People's Credit Fund approving the dissolution and the asset liquidation plan;

c) The asset liquidation plan of the People's Credit Fund as prescribed in Article 27 of this Circular;

d) The financial report of the People's Credit Fund (including the People's Credit Fund that is not required to undergo annual independent audit according to the Governor of the State Bank's regulations on independent audit for credit institutions) of the most recent quarter prior to the dissolution request, audited by an independent auditing organization and without any disclaimer.

2. Approval of the Dissolution Application:

a) The People's Credit Fund prepares the dissolution application file in accordance with Clause 1 of this Article and submits it to the State Bank Region in accordance with Clause 4 of Article 5 of this Circular;

b) Within fifteen days from the date of receipt of the file, the State Bank Region sends a document to the People's Credit Fund confirming the receipt of a complete and valid file or requesting additional information;

c) Within fifteen days from the date of receipt of a complete and valid file, the State Bank Region sends a document seeking opinions:

(i) From the People's Committee of the commune where the main office of the People's Credit Fund is located regarding the dissolution and revocation of the license; the impact of the dissolution and revocation of the license on political stability and socio-economic development in the area;

(ii) From the Vietnam Cooperative Bank regarding the impact of the dissolution and revocation of the license;

d) Within fifteen days from the date of receipt of the document seeking opinions from the State Bank Region, the agencies and organizations specified in point c of this clause provide their opinions on the proposed contents;

(i) In case the asset liquidation plan demonstrates the ability to fully repay all debts and other financial obligations, the State Bank Region issues a document approving the dissolution, approving the asset liquidation plan of the People's Credit Fund, requiring the People's Credit Fund to establish a Liquidation Board and proceed with the liquidation process; or establishing a Supervisory Team for Liquidation in accordance with Article 29 of this Circular; or

(ii) In case the asset liquidation plan does not demonstrate the ability to fully repay all debts and other financial obligations, the State Bank Region issues a document rejecting the approval of dissolution, specifying the reasons; or

(iii) The State Bank Region requests the People's Credit Fund to submit reports and explanations on related matters (if necessary);

e) Within twenty days from the date of receipt of the document requesting reports and explanations from the State Bank Region as stipulated in point đ(iii) of this clause, the People's Credit Fund must submit reports and explanations to the State Bank Region;

g) Within fifteen days from the date of receipt of the explanation document from the People's Credit Fund, the State Bank Region reviews and processes in accordance with points đ(i) and đ(ii) of this clause.

3. Liquidation of assets:

a) From the date the State Bank Region issues a document approving the dissolution, the People's Credit Fund must cease all business activities recorded in the License.

b) Within thirty days from the date the State Bank of Vietnam Region issues a document approving the dissolution, the people's credit cooperative must establish a Liquidation Committee and proceed with the liquidation of assets according to the approved asset liquidation plan, in compliance with Section 3 Chapter III of this Circular and relevant laws.

c) Within thirty days from the end of the liquidation process, the Liquidation Committee must issue a report on the results of the liquidation and request the termination of the liquidation process (including a request for termination of the liquidation process to implement bankruptcy procedures as prescribed by law) to be sent to the Liquidation Supervision Team, the People's Committee of the commune where the people's credit cooperative is headquartered, and the State Bank of Vietnam Region.

d) Within fifteen days from the date of receipt of the document of the Liquidation Committee as stipulated in point c clause of this article, the Liquidation Supervision Team must issue a report on the results of the liquidation and request the termination of the liquidation process (including a request for termination of the liquidation process to implement bankruptcy procedures as prescribed by law) to be sent to the State Bank of Vietnam Region.

đ) During the supervision of the liquidation of the people's credit cooperative's assets, if it is discovered that the people's credit cooperative does not have the ability to fully pay off all debts and other financial obligations, the Liquidation Supervision Team has the responsibility to report to the State Bank of Vietnam Region the results of the liquidation, request the termination of the liquidation process, and require the people's credit cooperative to submit a petition to the Court to initiate bankruptcy proceedings as prescribed by law.

4. Revocation of the License:

(i) To terminate the liquidation process and revoke the license of the people's credit cooperative; or

(ii) To terminate the liquidation process of the people's credit cooperative to implement bankruptcy procedures and revoke the license as prescribed in clause 2 Article 21 of this Circular;

b) Within five working days from the date the decision to revoke the license of the people's credit cooperative becomes effective, the State Bank of Vietnam Region shall be responsible for issuing a written notice regarding the revocation of the license of the people's credit cooperative along with the decision to revoke the license to the business registration authority in accordance with the Government's regulations on registration of cooperatives, cooperative enterprises, and cooperative enterprise associations.

Article 18. Revocation of the License in the case of Dissolution of a People's Credit Cooperative under Special Control

1. In the case where a people's credit cooperative under special control develops a dissolution plan as prescribed in clause 2 Article 164 of the Law on Credit Organizations and is assessed as having the ability to fully pay off all debts, the Special Control Board shall issue a document requesting approval for the dissolution of the people's credit cooperative to be sent to the State Bank of Vietnam Region.

2. In the case where a people's credit cooperative under special control dissolves as prescribed in point b clause 1 Article 187 of the Law on Credit Organizations, the Special Control Board shall require the people's credit cooperative under special control to cooperate with the receiving credit organization to develop a plan for the liquidation of assets in accordance with clause 2 Article 27 of this Circular and issue a document requesting approval for the dissolution of the people's credit cooperative along with the asset liquidation plan to be sent to the State Bank of Vietnam Region for approval of the dissolution.

The asset liquidation plan of a people's credit cooperative under special control must include the opinion of the Vietnam Rural Credit Bank before being submitted to the State Bank of Vietnam Region.

3. Within thirty days from the date of receipt of the document of the Special Control Board as prescribed in clause 1 of this Article, the State Bank of Vietnam Region:

a) Shall issue a document approving the dissolution and requiring the people's credit cooperative to proceed with the liquidation of assets;

b) Shall issue a decision to establish a Liquidation Committee and a Liquidation Supervision Team in accordance with Articles 25 and 29 of this Circular.

4. Within twenty days from the date of receipt of the document of the Special Control Board as prescribed in clause 2 of this Article, the State Bank of Vietnam Region shall issue a document to the State Bank requesting approval for support measures for the receiving credit organization to take over all debt obligations of the people's credit cooperative under special control (in cases where the support measures exceed the authority of the State Bank of Vietnam Region).

5. Within fifty days from the date of receipt of the document of the Special Control Board as prescribed in clause 2 of this Article, the State Bank of Vietnam Region:

a) Shall issue a document approving the dissolution, approve the asset liquidation plan, and require the people's credit cooperative under special control to proceed with the liquidation of assets;

b) Shall issue a decision to establish a Liquidation Committee and a Liquidation Supervision Team in accordance with Articles 25 and 29 of this Circular.

6. The implementation of the liquidation of assets of the people's credit cooperative under special control as prescribed in clauses 1 and 2 of this Article shall be carried out in accordance with point a, c, d, đ clause 3 Article 17; Section 3 Chapter III of this Circular and other relevant laws.

7. The revocation of the license of the people's credit cooperative under special control as prescribed in clauses 1 and 2 of this Article shall be carried out in accordance with clause 4 Article 17 of this Circular.

Article 19. Revocation of the License in the case of dissolution of a people's credit cooperative subject to early intervention with a financial institution taking over all debt obligations

1. A people's credit cooperative subject to early intervention shall cooperate with the financial institution taking over all debt obligations to develop a liquidation plan for assets in accordance with Clause 2, Article 27 of this Circular and submit a written request for approval of dissolution along with the asset liquidation plan to the State Bank Regional Office for approval of dissolution.

2. Within 50 days from the date of receipt of the written request as stipulated in Clause 1 of this Article, the State Bank Regional Office:

a) Shall issue a written approval of dissolution and approve the asset liquidation plan;

b) Shall issue a decision to establish a Liquidation Committee and a Liquidation Supervision Team in accordance with Articles 25 and 29 of this Circular.

3. The liquidation of assets of a people's credit cooperative subject to early intervention shall be carried out in accordance with Point a, c, d, đ of Clause 3, Article 17; Section 3, Chapter III of this Circular and other relevant laws.

4. The revocation of the License of a people's credit cooperative subject to early intervention shall be implemented in accordance with Clause 4, Article 17 of this Circular.

Article 20. Revocation of the License for a people's credit cooperative under the circumstances specified in Point a, c, d, đ of Clause 1, Article 36, Clause 1, Article 202 of the Law on Credit Organizations

1. Based on the inspection conclusion, the report on supervisory results, and the document of the competent authority regarding the operation of a people's credit cooperative falling within one of the cases specified in Point a, c, d, đ of Clause 1, Article 36 of the Law on Credit Organizations, or in the case where the people's credit cooperative does not request an extension or requests an extension but is not approved in writing by the State Bank Regional Office when the operating period expires, the State Bank Regional Office shall issue a written request for the people's credit cooperative to dissolve and carry out asset liquidation; establish a Liquidation Board and a Supervision Team for Liquidation.

2. From the date the State Bank Regional Office issues a written request for the people's credit cooperative to dissolve, the people's credit cooperative must cease all business activities recorded in the License.

The asset liquidation shall be carried out in accordance with Point c, d, đ of Clause 3, Article 17; Section 3, Chapter III of this Circular and other relevant laws.

3. The revocation of the License shall be carried out in accordance with Clause 4, Article 17 of this Circular.

Article 21. Revocation of the License in the case of restructuring or bankruptcy of a people's credit cooperative

1. The procedure for revoking the License for a people's credit cooperative that is divided, merged, or participates in a merger shall be carried out in accordance with Clause 5, Article 13 of this Circular and relevant laws.

2. In the case of bankruptcy of a people's credit cooperative, the State Bank Regional Office shall issue a decision to revoke the License after the Judge appoints a Receiver or a company to manage and liquidate assets.

Article 22. Announcing information about the revocation of the License and implementing procedures to terminate the legal entity status

1. Within seven working days from the date the written approval of dissolution according to Articles 17, 18, and 19 of this Circular, or the written request for the people's credit cooperative to dissolve and carry out asset liquidation according to Article 20 of this Circular becomes effective:

a) The people's credit cooperative must post at the headquarters of the People's Committee of the commune where its main office is located; at its main office and branch offices, the following information for seven working days:

(i) Number and date of the document of the State Bank Regional Office approving dissolution, requesting dissolution, and carrying out asset liquidation;

(ii) Name and address of the main office;

(iii) Number and date of the License for establishment and operation, Certificate of Registration for Cooperative (if applicable);

(iv) Registered capital;

(v) Legal representative;

b) The State Bank Regional Office shall publish on the electronic portal of the State Bank about the approval of dissolution or the request for the people's credit cooperative to dissolve in accordance with the provisions of Point a of this clause.

2. Within seven working days from the date the decision to revoke the License becomes effective:

a) The people's credit cooperative must post the decision to revoke the License at the headquarters of the People's Committee of the commune where the people's credit cooperative's main office is located; at its main office and branch offices;

b) The State Bank Regional Office shall publish on the electronic portal of the State Bank the revocation of the License of the people's credit cooperative and send the decision to revoke the License to the State Bank, the People's Committee of the commune where the people's credit cooperative's main office is located, the Deposit Insurance Corporation of Vietnam, the Vietnam Rural Credit Bank Association, and the Vietnam People's Credit Cooperative Association.

3. In the case of revocation of the License for a people's credit cooperative that is divided, merged, or participates in a merger, the announcement of information shall be carried out in accordance with Clause 2, Article 10 of this Circular.

4. Within thirty days from the date the Decision to Revoke the License becomes effective, the people's credit cooperative must complete the legal procedures in accordance with the laws on tax, social insurance, and other relevant laws to terminate the legal entity status.

Section 3

LIQUIDATION OF ASSETS OF PEOPLE'S CREDIT COOPERATIVES

Article 23. Liquidation Period

1. The liquidation period is twelve months from the date the approval document for dissolution or the request document for the people's credit fund to dissolve and liquidate assets of the State Bank Region becomes effective. The liquidation period may be extended up to three times, each extension not exceeding twelve months.

Within fifteen days from the date of receipt of the liquidation period extension request document from the Liquidation Council, the State Bank Region shall issue a document approving or not approving the request for an extension of the liquidation period.

Article 24. Termination of Liquidation

1. The people's credit fund terminates liquidation in the following cases:

a) The people's credit fund has paid off all debts and other property obligations as stipulated in Clause 1 and Clause 2, Article 28 of this Circular;

b) The people's credit fund is unable to fully pay off all debts and other property obligations as stipulated in Clause 2, Article 204 of the Law on Credit Institutions.

2. If the liquidation period expires and the people's credit fund has paid off all debts and other property obligations as stipulated in Clause 1 and Clause 2, Article 28 of this Circular, except for deposits that have not been collected by depositors and the people's credit fund has sufficient funds to pay these deposits, the Liquidation Council must transfer the amount to be paid for undischarged deposits, a list of depositors who have not received their deposits to the State Bank Region for management and payment to depositors, and terminate the liquidation.

Article 25. Liquidation Council

1. In cases where the people's credit fund dissolves according to Article 17 of this Circular, the Liquidation Council includes members as prescribed in Clause 3 and Clause 4 of this Article, established by the General Meeting of Members of the People's Credit Fund based on the proposal of the Management Board of the People's Credit Fund.

2. In cases where the people's credit fund dissolves according to Articles 18, 19, and 20 of this Circular, the Director of the State Bank Region decides on the composition of the Liquidation Council as follows:

a) Members as prescribed in Clause 3 and Clause 4 of this Article based on the proposal of the people's credit fund; or

b) Other members decided by the Director of the State Bank Region in cases where the people's credit fund does not propose members as prescribed in Clause 3 and Clause 4 of this Article.

3. The composition of the Liquidation Council of the people's credit fund includes the Chairman of the Management Board, the Head of the Supervisory Board, the Director, the Chief Accountant, and all members of the people's credit fund with capital contributions of five percent or more of the charter capital and the five largest depositors at the people's credit fund (provided that these depositors agree to participate in the Liquidation Council) at the time of dissolution request or when the State Bank Region issues a document requesting the people's credit fund to dissolve and liquidate assets.

In cases where the people's credit fund dissolves according to Clause 2 of Article 18 and Article 19 of this Circular, the composition of the Liquidation Council includes representatives of credit institutions receiving all the debt obligations of the people's credit fund.

At the time of establishment and during the operation of the Liquidation Council, if there is a vacancy in the position of Chairman of the Management Board, the General Meeting of Members of the People's Credit Fund selects one of the Management Board members to replace and join the Liquidation Council; if there is a vacancy in the positions of Head of the Supervisory Board, Director, or Chief Accountant, the General Meeting of Members of the People's Credit Fund selects a replacement to join the Liquidation Council until these positions are filled.

When the people's credit fund has a new Chairman of the Management Board, a new Head of the Supervisory Board, a new Director, or a new Chief Accountant, these individuals will join the Liquidation Council in place of those who were previously part of the Liquidation Council when these positions were vacant.

4. The Chairman of the Management Board of the people's credit fund is the Chairman of the Liquidation Council. At the time of establishment and during the operation of the Liquidation Council, if there is a vacancy in the position of Chairman of the Management Board, the person selected by the General Meeting of Members of the People's Credit Fund to replace the Chairman of the Management Board according to Clause 3 of this Article assumes the role of Chairman of the Liquidation Council. If the people's credit fund has a new Chairman of the Management Board, then the new Chairman of the Management Board will assume the role of Chairman of the Liquidation Council in place of the person holding the position of Chairman of the Liquidation Council as stipulated in this clause.

Article 26. Duties and Authorities of the Liquidation Council

1. The Liquidation Council may use the seal of the people's credit fund during the liquidation process of the people's credit fund in accordance with the provisions of the law.

2. The Liquidation Council shall be responsible for:

a) Reviewing all items of assets and liabilities, off-balance sheet items in the financial situation report of the people's credit fund, compiling a list and amount of creditors and debtors up to the time of liquidation of the people's credit fund and the inventory of assets of the people's credit fund for disposal;

b) Implementing the liquidation of the people's credit fund's assets in accordance with this Circular and relevant laws, taking every measure to recover debts and assets of the people's credit fund (except in cases where the people's credit fund's assets are liquidated by a credit institution that takes over all obligations);

c) Reporting periodically on the 10th day of each month or when necessary, to the Supervisory Liquidation Team about the situation of asset liquidation, asset distribution, and payment to creditors of the people's credit fund.

3. The operating costs of the Liquidation Council shall be borne by the people's credit fund. Accounting for expenses must comply with the current accounting regulations.

4. The Liquidation Council shall terminate its duties in the following cases:

a) In the case where the people's credit fund ceases liquidation as provided for in point a, Clause 1, Article 24 of this Circular, the Liquidation Council shall terminate its duties when the people's credit fund ceases to exist as a legal entity in accordance with the law;

b) In the case where the people's credit fund ceases liquidation as provided for in point b, Clause 1, Article 24 of this Circular, the Liquidation Council shall terminate its duties as follows:

(i) For a people's credit fund under special supervision, the Liquidation Council shall terminate its duties when the Governor of the State Bank Region issues a decision to cease liquidation of the people's credit fund under special supervision;

(ii) For a people's credit fund not yet under special supervision, the Liquidation Council shall terminate its duties when the Governor of the State Bank Region issues a decision to establish a Special Supervision Board to supervise the activities of the people's credit fund.

5. The Liquidation Council shall terminate its duties as provided for in point b, Clause 4 of this Article shall be responsible for transferring all documents related to the liquidation process to the Special Supervision Board.

Article 27. Plan for Liquidating Assets of People's Credit Funds

1. In the case where the people's credit fund dissolves according to the provisions of Article 17 of this Circular, the asset liquidation plan must be approved by the General Meeting of Members of the people's credit fund and include at least the following contents:

a) Name, address, website (if any) of the people's credit fund;

b) Name, address, and contact phone number of members of the Management Council, members of the Supervisory Board, and the Director of the people's credit fund;

c) List of Liquidation Council members (including name, address, and contact phone number of each member);

d) Summary of financial status and operations (actual value of charter capital, bad debts, creditor-debtor situation, receivables and payables including on-balance sheet and off-balance sheet items) up to the dissolution request date, clearly identifying the ability to settle debts and other property obligations, repayment deadlines for debts and contract liquidation;

đ) List of contributing members and their contribution ratios;

e) Plan and measures to handle rights and obligations, specifying the liquidation schedule and asset distribution plan;

g) Responsibilities of organizations and individuals related to the asset liquidation, dissolution, and license revocation process.

2. In the case where the people's credit fund dissolves according to the provisions of Clause 2, Article 18, and Article 19 of this Circular, the asset liquidation plan must be approved by the competent authority deciding the credit institution that takes over all obligations and the General Meeting of Members (in the early intervention case) or the Management Council (in the special supervision case) of the people's credit fund undergoing dissolution, including at least the following contents:

a) Name, address, website (if any) of the people's credit fund subject to early intervention or special supervision;

b) Name, address, website (if any) of the credit institution taking over all obligations;

c) Name, address, and contact phone number of members of the Management Council, members of the Supervisory Board, and the Director of the people's credit fund subject to early intervention or special supervision.

Name, address, and contact phone number of members of the Management Council, members of the Board of Directors, members of the Supervisory Board, and CEO (Director) of the credit institution taking over all obligations;

d) List of Liquidation Council members (including name, address, and contact phone number of each member);

đ) Summary of financial status and operations (actual value of charter capital, bad debts, creditor-debtor situation, receivables and payables including on-balance sheet and off-balance sheet items) of the people's credit fund subject to early intervention or special supervision up to the time of requesting to take over all obligations;

e) Plan, timeline, and method of transferring obligations between the people's credit fund subject to early intervention and the credit institution taking over all obligations; rights and obligations of the early intervention credit institution and the credit institution taking over all obligations; rights and obligations of third parties related to the transfer;

g) Plan to purchase part or all of the assets while receiving the transfer of all obligations of the people's credit fund under special supervision; timeline and method of purchasing assets and transferring obligations; rights and obligations of the people's credit fund under special supervision and the credit institution taking over all obligations; rights and obligations of third parties related to the transfer of obligations;

h) List of contributing members and their contribution ratios of the people's credit fund subject to early intervention or special supervision;

i) Plan and measures to handle rights and obligations, specifying the asset liquidation schedule and asset distribution plan;

k) Measures to support the credit institution taking over all obligations.

l) Responsibilities of organizations and individuals related to the liquidation process of assets, dissolution, and revocation of the License.

Article 28. Handling Secured Debts, Order of Asset Distribution

1. The handling of secured debts of credit cooperatives shall be carried out in accordance with relevant laws.

2. The distribution of the value of assets of credit cooperatives shall be conducted in the following order:

a) Special loans as prescribed in the Law on Credit Institutions;

b) Fees and expenses for asset liquidation as prescribed by law;

c) Wages, severance pay, unemployment benefits, social insurance, health insurance, and other rights of workers according to collective labor agreements and signed labor contracts;

d) Payments to depositors;

đ) Financial obligations to the State;

e) Loans from the system safety guarantee fund for credit cooperatives;

g) Other debts as prescribed by relevant laws.

3. Credit cooperatives shall not distribute state-subsidized capital and common assets (state-subsidized capital, public works, infrastructure serving the community) to members but must transfer them to local authorities for management. Land allocated by the State for use by credit cooperatives shall be handled in accordance with the law on land.

4. In cases where the value of the assets of credit cooperatives remains after paying off all debts as stipulated in Clause 1, Clause 2, and Clause 3 of this Article, the remaining asset value shall be distributed among contributing members in proportion to their contributions at the time of asset distribution.

Section 4

SUPERVISION OF ASSET LIQUIDATION OF CREDIT COOPERATIVES

Article 29. Supervisory Liquidation Team

1. The Governor of the State Bank Region decides on the establishment of the Supervisory Liquidation Team to oversee the liquidation of assets of credit cooperatives within its jurisdiction, appoints the head of the Supervisory Liquidation Team, and specifies the specific duties and powers of the head and members of the Supervisory Liquidation Team.

2. The Supervisory Liquidation Team shall have a minimum of three members including representatives from the State Bank Region, Vietnam Rural Commercial Bank, and Vietnam Deposit Insurance Corporation (in cases where Vietnam Deposit Insurance Corporation provides special loans to credit cooperatives).

3. Members of the Supervisory Liquidation Team shall not be any of the following:

a) Members of the Board of Management, members of the Supervisory Board, Director, or members of the credit cooperative being liquidated, or members of the Liquidation Board of the credit cooperative being liquidated;

b) Persons related to those specified in point a of this clause.

Article 30. Operation Mechanism of the Supervisory Liquidation Team

1. Members of the Asset Liquidation Supervision Team work on a part-time basis.

2. The Supervisory Liquidation Team is responsible to the Governor of the State Bank Region where the credit cooperative whose license has been revoked is headquartered and to the Governor of the State Bank regarding the execution of their tasks.

3. The Supervisory Liquidation Team uses the seal of the State Bank Region in documents. Reports of the Supervisory Liquidation Team are signed by the head of the team.

4. The head of the Supervisory Liquidation Team and members are responsible to the Governor of the State Bank Region for the execution of their tasks.

5. A meeting of the Supervisory Liquidation Team can only be held when at least two-thirds of the total number of members participate. Decisions of the Supervisory Liquidation Team can only be passed when a majority of the members present agree. In case of an equal number of valid votes, the decision-making power belongs to the head of the Supervisory Liquidation Team.

6. Costs related to the activities of the Supervisory Liquidation Team shall be borne by the credit cooperative. Accounting for costs must comply with current accounting regulations.

7. The Supervisory Liquidation Team terminates its mission in the following cases:

a) In the case where the credit cooperative ceases liquidation as prescribed in point a, Clause 1 of Article 24 of this Circular, the Supervisory Liquidation Team terminates its mission when the credit cooperative ceases to exist as a legal entity according to the law;

b) In the case where the credit cooperative ceases liquidation as prescribed in point b, Clause 1 of Article 24 of this Circular, the Supervisory Liquidation Team terminates its mission as follows:

(i) For credit cooperatives under special supervision, the Supervisory Liquidation Team terminates its mission when the Governor of the State Bank Region makes a decision to cease liquidation for that credit cooperative under special supervision;

(ii) For credit cooperatives not yet under special supervision, the Supervisory Liquidation Team terminates its mission when the Governor of the State Bank Region makes a decision to establish a special supervision board to supervise the operations of the credit cooperative.

Article 31. Tasks and Authorities of the Liquidation Supervision Team

1. Direct and supervise the people's credit fund to inventory all debts, receivables, and payables; request the people's credit fund to invite creditors and debtors to reconcile accounts to determine the ability to pay and sources of repayment.

2. Require the liquidation board to report and provide documents and information on the organizational status and operations of the people's credit fund during the asset liquidation process and the implementation of payments to creditors according to the priority order specified in this Circular.

3. Supervise the entire asset liquidation process of the people's credit fund.

4. Report periodically on the 15th day of each month or at any time, to the State Bank Regional Branch on the situation of asset liquidation and distribution of the people's credit fund. In necessary cases, report to the State Bank Regional Branch for written requests to relevant agencies to assist the people's credit fund in recovering receivables and handling customers who intentionally cause loss of assets of the people's credit fund.

5. Propose the Director of the State Bank Regional Branch to issue a decision to suspend the activities of liquidation board members who intentionally violate laws or fail to implement the liquidation plan or engage in acts of disposing of assets, refusing responsibility and obligations; in serious cases, propose the Director of the State Bank Regional Branch to submit to the Governor of the State Bank for written requests to competent authorities to handle individuals who have committed violations (if any).

6. Recommend the Director of the State Bank Regional Branch to handle issues arising outside their authority.

7. Report to the Director of the State Bank Regional Branch to issue a decision to terminate liquidation and require the people's credit fund to implement bankruptcy procedures as stipulated in point d and point đ, Clause 3, Article 17 of this Circular.

8. In the case of terminating liquidation to proceed with bankruptcy procedures, the liquidation supervision team shall be responsible for transferring all files from the liquidation supervision process to the Special Supervisory Board.

Chapter IV RESPONSIBILITIES OF RELATED UNITS

Article 32. Responsibilities of the People's Credit Fund

1. Responsibilities regarding restructuring of the people's credit fund:

a) The Board of Directors, Supervisory Board, and General Director of the people's credit fund are responsible for all activities of the people's credit fund and must ensure absolute safety of the assets of the people's credit fund until the restructuring is completed according to the approved restructuring plan by the State Bank Regional Branch;

b) After the State Bank Regional Branch has issued a document approving the principle of restructuring, the people's credit fund must proactively prepare for the handover process and must immediately hand over all rights, obligations, and related matters when the State Bank Regional Branch issues a decision approving the restructuring. Merger and consolidation contracts must be sent to creditors and notified to employees within 15 days from the date the State Bank approves the principle of merging and consolidating the people's credit fund;

c) After restructuring, if any issues outside the books or not handed over are discovered, the Chairman and other members of the Board of Directors, the Head and other members of the Supervisory Board, and the General Director of the people's credit fund involved in restructuring must bear full responsibility under the law.

2. Responsibilities regarding dissolution, revocation of License, and liquidation of assets of the people's credit fund:

a) The Chairman of the Board of Directors of the people's credit fund must be responsible for the accuracy, legality, and legitimacy of the application documents for revoking the License;

b) Provide complete and truthful information on the organizational status and operations of the people's credit fund to serve the liquidation of assets;

c) Implement reporting systems and other regulations related to the dissolution, revocation of License, and liquidation of assets of the people's credit fund in accordance with the provisions of this Circular.

Article 33. Responsibilities of the State Bank Regional Branch

a) Serve as the focal point for receiving and coordinating with relevant units to appraise applications for the restructuring of people's credit funds within its jurisdiction;

b) Approve or disapprove the principle of restructuring for people's credit funds within its jurisdiction;

c) Approve or disapprove the restructuring of people's credit funds within its jurisdiction; approve the list of candidates to be elected or appointed as Chairperson and other members of the Board of Management, Head and other members of the Supervisory Board, Director of the people's credit fund after restructuring; amend and supplement the License and approve changes in the people's credit fund being split, the people's credit fund receiving merger (if any); issue a License for newly formed people's credit funds;

d) Inspect and supervise people's credit funds within its jurisdiction in implementing restructuring according to the provisions of this Circular and related laws;

đ) Decide on amending and supplementing the plan for merging and consolidating people's credit funds under special supervision, including extending the implementation period upon the request of the Special Supervisory Board;

2. Responsibilities regarding the revocation of Licenses and liquidation of assets of people's credit funds:

a) Decide to revoke the License of people's credit funds within its jurisdiction, announce the Decision to revoke the License according to the provisions of this Circular;

b) Decide on issues related to the establishment of the Liquidation Committee and the Oversight Team;

c) Receive reports from the Oversight Team on the operation status and progress of the liquidation process of people's credit funds. In necessary cases, the State Bank Regional Branch may issue documents requesting relevant agencies to support people's credit funds in recovering receivables, handling customers who intentionally cause asset losses, report to the People's Committee of provinces and centrally-administered cities to direct competent agencies to ensure public order when issues arise;

d) Consider suspending or temporarily suspending the rights and obligations of the Chairperson and other members of the Board of Management, Head and other members of the Supervisory Board, Director of people's credit funds violating the provisions of this Circular, require the competent authority to remove, dismiss, elect, appoint replacement persons or designate replacement persons if deemed necessary according to Articles 47 and 48 of the Law on Credit Organizations;

đ) Consider and decide to suspend members of the Liquidation Committee of people's credit funds based on the proposal of the Oversight Team. In serious cases, the Director of the State Bank Regional Branch shall submit to the Governor of the State Bank for a document requesting the competent authority to handle individuals who have committed violations;

e) Decide to terminate the liquidation of people's credit funds, require people's credit funds to submit a petition to the Court to initiate bankruptcy proceedings according to the law on bankruptcy;

g) Handle complaints related to the liquidation process and revocation of Licenses of people's credit funds beyond the authority of the Oversight Team. Submit to the Governor of the State Bank for consideration and handling of issues arising beyond the authority;

3. Responsibilities regarding reporting to the State Bank:

a) Within five days from the date of receipt of the approval document for the principle of restructuring, send the State Bank the approval document for the principle of restructuring of people's credit funds, the decision approving the restructuring of people's credit funds;

b) Within five days from the date of receipt of the approval document for dissolution, the decision to terminate liquidation and revoke the License of people's credit funds (including cases where liquidation is terminated to implement bankruptcy procedures), send the State Bank the approval document for dissolution of people's credit funds, the decision to terminate liquidation and revoke the License of people's credit funds;

c) Report to the State Bank quarterly, no later than the 15th day of the month following the end of the quarter, on the situation of approvals for restructuring, revocation of Licenses, and liquidation of assets of people's credit funds within its jurisdiction (if there are any developments).

Article 34. Responsibilities of units under the State Bank

1. The Credit Institution Management and Supervision Department shall be responsible for:

a) The focal point for advising and handling matters related to support measures for credit institutions that take over all the debts of people's credit funds subject to special control as provided for in Clause 4, Article 18 of this Circular;

b) Receiving reports from the State Bank Regional Office on the situation regarding restructuring approval, revocation of Licenses, and liquidation of assets of people's credit funds as stipulated in Clause 3, Article 33 of this Circular.

2. Other relevant units under the State Bank shall cooperate according to their functions and tasks at the request of the Credit Institution Management and Supervision Department.

Chapter V IMPLEMENTATION PROVISIONS

Article 35. Transitional Provisions

In cases where people's credit funds have been approved for dissolution, have had their Licenses revoked, and are in the process of asset liquidation before the effective date of this Circular, the dissolution, revocation of Licenses, and asset liquidation of such people's credit funds shall continue to be carried out in accordance with the laws in effect at the time of approval for dissolution and revocation of Licenses. Extensions of the liquidation period and termination of the liquidation period of people's credit funds shall be implemented in accordance with this Circular, with the number of extensions counted from the effective date of this Circular.

Article 36. Effective Date

1. This Circular takes effect from August 15, 2025.

2. This Circular abolishes the following provisions:

a) Circular No. 23/2018/TT-NHNN dated September 14, 2018, issued by the Governor of the State Bank, concerning the restructuring, revocation of Licenses, and liquidation of assets of people's credit funds;

b) Article 3 of Circular No. 13/2019/TT-NHNN dated August 21, 2019, issued by the Governor of the State Bank, amending and supplementing certain provisions of related Circulars concerning the issuance of Licenses, organization, and operation of credit institutions and foreign bank branches;

c) Article 6 of Circular No. 24/2023/TT-NHNN dated December 29, 2023, issued by the Governor of the State Bank, amending and supplementing certain provisions of related Circulars concerning the submission, presentation, and provision of information and documents on civil status when performing administrative procedures in the banking sector.

Article 37. Responsibility for implementation organization

Heads of units under the State Bank of Vietnam, people's credit funds, and related organizations and individuals are responsible for implementing this Circular./.