Circular No. 12/2025/TT-NHNN Amending and Supplementing Certain Provisions of Circulars on Documents and Procedures for Issuing Initial Licenses to Commercial Banks, Branches of Foreign Banks, Representative Offices of Foreign Banks, and Non-Bank Financial Institutions

CIRCULAR

Amending and supplementing certain articles of Circulars stipulating the files and procedures for issuing initial licenses to commercial banks, foreign bank branches, foreign representative offices, and non-bank credit institutions

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12 amended and supplemented by Law No. 14/2022/QH15;

Pursuant to the Law on Credit Institutions No. 32/2024/QH15 amended and supplemented by Law No. 43/2024/QH15;

Decree No. 26/202Decision No. 5/2025/NĐ-CP dated February 24, 2025 of the Government stipulating 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 amending and supplementing certain articles of the Circulars stipulating the files and procedures for issuing initial licenses to commercial banks, foreign bank branches, foreign representative offices, and non-bank credit institutions.

Article 1. Amending and supplementing certain articles of Circular No. 56/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam stipulating the files and procedures for issuing initial licenses to commercial banks, foreign bank branches, foreign representative offices

1. Supplement Clause 6, Clause 7 following Clause 5 of Article 10 as follows:

"6. In case of submitting files online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available), the electronic file shall be signed with a digital signature in accordance with the laws on administrative procedures in the electronic environment.

In case the National Public Service Portal or the State Bank of Vietnam Public Service Portal encounters technical issues or errors that prevent it from receiving, exchanging electronic information, the declaration, submission, receipt, issuance of results, exchange, and feedback of information shall be conducted through postal services or directly at the One-Stop Service Center of the State Bank of Vietnam.

7. Documents in the electronic file are scanned copies of original documents or originals (in PDF format)."

2. Supplement phrases in some points, clauses, and articles as follows:

a) Supplement the phrase "or submit online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available)" after the phrase "submit directly at the State Bank of Vietnam (One-Stop Service Center)" in point a and point c of Clause 1 of Article 7;

b) Supplement the phrase "or submit online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available)" after the phrase "submit directly at the State Bank of Vietnam branch" in point a of Clause 2 of Article 7;

c) Supplement the phrase "The proposed personnel to be elected or appointed shall present an electronic Criminal Record Certificate obtained via the VNeID identity verification application or submit an electronic Criminal Record Certificate in accordance with the law (containing full information about criminal records; information about prohibition from holding positions, establishing, managing enterprises, cooperatives);" after point b(iii) of Clause 4 of Article 11;

d) Supplement the phrase "The founding shareholders shall present an electronic Criminal Record Certificate obtained via the VNeID identity verification application or submit an electronic Criminal Record Certificate in accordance with the law (containing full information about criminal records; information about prohibition from holding positions, establishing, managing enterprises, cooperatives);" after the phrase "information about prohibition from establishing enterprises, cooperatives;" in point a(iii) of Clause 3 of Article 12;

đ) Supplement the phrase "The founding shareholders shall present an electronic Criminal Record Certificate obtained via the VNeID identity verification application or submit an electronic Criminal Record Certificate in accordance with the law (containing full information about criminal records; information about prohibition from holding positions, establishing, managing enterprises, cooperatives);" after the phrase "information about criminal records;" in point b(vii) of Clause 3 of Article 12.

3. Replace the phrase "State Bank of Vietnam branch" with the phrase "State Bank of Vietnam branch in the Areas (hereinafter referred to as the State Bank of Vietnam branch)" in Clause 2 of Article 5.

Article 2. Amend and supplement some articles of Circular No. 57/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank of Vietnam on the dossier and procedures for issuing the first license of non-bank credit institutions

1. Supplement Clause 6, Clause 7 following Clause 5 of Article 10 as follows:

"6. In case of submitting files online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available), the electronic file shall be signed with a digital signature in accordance with the laws on administrative procedures in the electronic environment.

In case the National Public Service Portal or the State Bank of Vietnam Public Service Portal encounters technical issues or errors that prevent it from receiving, exchanging electronic information, the declaration, submission, receipt, issuance of results, exchange, and feedback of information shall be conducted through postal services or directly at the One-Stop Service Center of the State Bank of Vietnam.

7. Documents in the electronic file are scanned copies of original documents or originals (in PDF format)."

2. Supplement phrases in some points, clauses, and articles as follows:

a) Add the phrase "or submit online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available)" after the phrase "submit directly at the State Bank of Vietnam (one-stop service counter)" in Clause 1 and Clause 3, Article 7;

b) Add the phrase "The proposed personnel to be elected or appointed shall present an electronic criminal record certificate issued via the VNeID identity verification application or submit an electronic criminal record certificate in accordance with the law (containing full information about criminal records; information about prohibition from holding positions, establishing, and managing enterprises, cooperatives)" after point b(iii) Clause 5, Article 11;

c) Add the phrase "Founding shareholders shall present an electronic criminal record certificate issued via the VNeID identity verification application or submit an electronic criminal record certificate in accordance with the law (containing full information about criminal records; information about prohibition from holding positions, establishing, and managing enterprises, cooperatives)" after the phrase "information about prohibition from establishing enterprises, cooperatives" in point a(iii) Clause 3, Article 12;

d) Add the phrase "Founding shareholders shall present an electronic criminal record certificate issued via the VNeID identity verification application or submit an electronic criminal record certificate in accordance with the law (containing full information about criminal records; information about prohibition from holding positions, establishing, and managing enterprises, cooperatives)" after the phrase "information about criminal records" in point b(vi) Clause 3, Article 12;

đ) Add the phrase "Legal representatives and persons appointed to represent the shareholding interest of Vietnamese commercial banks in non-bank credit institutions shall present an electronic criminal record certificate issued via the VNeID identity verification application or submit an electronic criminal record certificate in accordance with the law (containing full information about criminal records; information about prohibition from holding positions, establishing, and managing enterprises, cooperatives)" after point c Clause 6, Article 13;

e) Add the phrase "Persons appointed to represent the shareholding interest of organizations in non-bank credit institutions shall present an electronic criminal record certificate issued via the VNeID identity verification application or submit an electronic criminal record certificate in accordance with the law (containing full information about criminal records; information about prohibition from holding positions, establishing, and managing enterprises, cooperatives)" after point a(ii) Clause 7, Article 13.

3. Replace the phrase "State Bank branch where the non-bank credit institution proposes to establish its main office" with the phrase "State Bank branch in the Areas where the non-bank credit institution proposes to establish its main office" in Clause 1, Article 14.

This Circular takes effect from December 25, 2025/.

Heads of units under the State Bank of Vietnam, commercial banks, foreign bank branches, foreign representative offices, non-bank credit institutions, and related organizations and individuals are responsible for organizing the implementation of this Circular.

Article 4. Implementation provisions

This Circular takes effect from August 14, 2025./.