Circular No. 13/2023/TT-NHNN Amending and supplementing certain provisions of Circulars on issuing Licenses, organization, operation, and documents, procedures, and approval processes for certain changes in commercial banks and foreign bank branches

CIRCULAR

AMENDMENTS AND SUPPLEMENTS TO CERTAIN ARTICLES OF CIRCULARS REGULATING THE ISSUANCE OF LICENSES, ORGANIZATION, OPERATIONS, AND FILES, PROCEDURES, AND PROCEDURES FOR APPROVAL OF CERTAIN CONTENT CHANGES OF COMMERCIAL BANKS AND FOREIGN BRANCHES OF BANKS

On the basis of Law on the State Bank of Vietnam dated June 16, 2010;

On the basis of Law on Credit Institutions dated June 16, 2010 and THE LAW AMENDING AND SUPPLEMENTING SEVERAL PROVISIONS OF THE LAW ON CREDIT ORGANIZATIONS dated November 20, 2017;

Decree No. "4. The purchase and sale of corporate bonds between credit institutions under special control and supporting credit institutions, and the mandatory transferor shall implement according to the restructuring plan of credit institutions under special control approved by the competent authority."

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

The Governor of the State Bank of Vietnam issues this Circular to amend and supplement certain articles of Circulars regulating the issuance of licenses, organization, operations, and files, procedures, and procedures for approval of certain content changes of commercial banks, foreign branches of banks.

Article 1. Amend and supplement certain articles of Circular No. 40/2011/TT-NHNN dated December 15, 2011 of the Governor of the State Bank of Vietnam on the issuance of Licenses and organization and operations of commercial banks, foreign branches of banks, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam.

1. Amend and supplement Clause 5 and Clause 13 of Article 2 as follows:

“5. Joint venture bank is a commercial bank established in Vietnam with capital contributions from the Vietnamese side (including at least one Vietnamese bank and up to one non-bank Vietnamese enterprise) and the foreign side (including at least one foreign bank and up to one non-bank foreign enterprise) based on a joint venture agreement; it is a Vietnamese legal entity with its headquarters in Vietnam. A joint venture bank may be organized as a limited liability company with two or more members but not exceeding five members, among which one member and related parties shall not hold more than 50% of the charter capital.”

“13. Capital Contributing Members is a bank or a non-bank enterprise contributing capital to a joint venture bank; is a foreign credit institution contributing capital to a wholly foreign-owned bank.”

2. Amend and supplement Point b(iii) and Point b(vi) of Clause 3 of Article 15 as follows:

“(iii) License for establishment or business registration certificate or equivalent document (except for Vietnamese enterprises);”

“(vi) Copy of passport of the legal representative and capital contributor representative of the organization at the bank (for those who do not have Vietnamese nationality);”

3. Supplement Point b(iii) to Point b of Clause 3 of Article 31 as follows:

“(iii) The new partner must be a non-bank enterprise that meets the following conditions:

- Established under Vietnamese law or foreign law;

- In case of a state-owned enterprise, it must obtain written approval from the competent authority to participate in contributing capital to a joint venture bank in accordance with the law;

- In case of an enterprise holding a License for establishment and operation in the banking, securities, or insurance sectors, it must comply with the relevant regulations on capital contribution stipulated by law;

- Have a minimum paid-in capital of 10 trillion VND and total assets of at least 20 trillion VND in the three consecutive years prior to the year of submitting the application for approval of purchase and sale, transfer of shares for shareholding from over 1% to less than 5% of the charter capital of the joint venture bank, or have a minimum paid-in capital of 2 trillion VND and total assets of at least 4 trillion VND in the three consecutive years prior to the year of submitting the application for approval of purchase and sale, transfer of shares for shareholding of 1% or less of the charter capital of the joint venture bank;

- For enterprises operating in industries requiring statutory capital, they must ensure that their paid-up capital minus statutory capital is at least equal to the committed capital contribution according to the audited financial statements without any disclaimer from the auditing firm of the year immediately preceding the year of submitting the application for approval of purchase and sale, transfer of shares;

- Achieve profitability in the three consecutive years prior to the year of submitting the application for approval of purchase and sale, transfer of shares;

- Not to use raised funds or loans from other organizations or individuals to contribute capital;

- Fulfill all tax and social insurance obligations as required until the date of submission of the application for approval of purchase and sale, transfer of shares;

- Not to be a founding shareholder, owner, or strategic shareholder of another credit institution established and operating in Vietnam.”

4. Replace Appendix 02a, Appendix 03, Appendix 04, Appendix 05a, Appendix 05b, and Appendix 07 with Appendix 02a, Appendix 03, Appendix 04, Appendix 05a, Appendix 05b, and Appendix 07 issued together with this Circular.

Article 2. Supplementing some articles of Circular No. 50/2018/TT-NHNN dated December 31, 2018 of the Governor of the State Bank of Vietnam on the dossier, procedures, and formalities for approving certain contents of changes in commercial banks and foreign bank branches.

1. Supplementing point b(iii) of point b, Clause 2, Article 16 as follows:

"(iii) For the buyer or transferee who is a non-bank enterprise, the dossier includes:

- Business registration certificate or equivalent document (except for Vietnamese enterprises);

- Authorization document for the representative of the capital contribution at the bank in accordance with the provisions of the law;

- Copy of the passport of the legal representative and the capital contribution representative of the enterprise at the bank (for those without Vietnamese nationality);

- Document from the competent authority approving the enterprise's participation in capital contribution to the bank;

- Report on meeting the conditions for new partners being non-bank enterprises when transferring shares of joint venture banks according to the regulations of the State Bank regarding the issuance of licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam;

- Financial statements of three consecutive years prior to the year of submitting the application for approval of purchase and sale, transfer of shares, which have been audited independently and do not contain any disclaimer from the auditing unit;

- Financial capacity report for participating in the capital contribution of joint venture banks of non-bank enterprises according to the form prescribed in Appendix 01 issued together with this Circular;

- Declaration table of information on the credit history of enterprises according to the form prescribed in Appendix 02 issued together with this Circular;

- Documents from tax authorities and social insurance agencies confirming that the enterprise has fulfilled all tax and social insurance obligations;

- Commitment letter stating that they are not founding shareholders, owners, founding members, or strategic shareholders of other credit institutions established and operating in Vietnam."

2. Supplementing Appendix 01 and Appendix 02 issued together with this Circular to Circular No. 50/2018/TT-NHNN.

This Circular takes effect from December 25, 2025/.

The Director of the Office, the Head of Banking Inspection and Supervision, Heads of units under the State Bank, commercial banks, foreign bank branches, representative offices of foreign credit institutions, other foreign organizations engaged in banking activities in Vietnam, and related organizations and individuals are responsible for organizing the implementation of this Circular.

Article 4. Implementation provisions

1. This Circular takes effect from December 14, 2023.

2. Abolishing Clause 9, Clause 19 of Article 1 and Clause 3 of Article 2 of Circular No. 28/2018/TT-NHNN dated November 30, 2018 of the Governor of the State Bank of Vietnam amending and supplementing some articles of Circular No. 40/2011/TT-NHNN.

 

APPENDIX 01

MODEL REPORT ON FINANCIAL CAPACITY FOR PARTICIPATING IN CAPITAL CONTRIBUTION OF JOINT VENTURE BANKS BY NON-BANK ENTERPRISES
(Issued together with Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

Respectfully submitted to: Joint Venture Bank...

1. Information about the enterprise:

- Organizational identification number (if applicable):

- Registered capital:

- Telephone number:                                   Fax number:

- Main office address:

- Phone number:                           Fax number:

- Personal identification number; current place of residence (if different from registered domicile) (for individuals with Vietnamese nationality):

- Date of Birth:

- Identity card number or citizen identification card number, current place of residence (if different from registered permanent address) (for Vietnamese citizens):

- Passport number, date of issue, place of issue; nationality (original nationality, current nationalities); current address (for those without Vietnamese nationality):

2. Financial capacity to participate in capital contribution to Joint Venture Banks:

- Long-term assets minus long-term liabilities used for investment in long-term assets (B):

- Financial capability to participate in capital contribution to Joint-Venture Banks (C = A - B):

- Financial capacity to participate in capital contribution to Joint Venture Banks (C = A - B):

(In case the enterprise operates in industries requiring statutory capital, additional information must be declared as follows:)

- Statutory capital requirement according to current laws applicable to the industry in which the enterprise is operating (if the enterprise operates in multiple industries, declare the highest statutory capital requirement) (D):

- Not to use raised funds or borrowed funds from other organizations or individuals for capital contribution; bear legal responsibility for the legality of the contributed capital;

- Comply with the regulations stipulated in the charter of the joint-stock company, internal regulations of the bank, and relevant laws;

3. Commitment

Legal representative of the enterprise

Shareholders' equity, long-term assets, long-term liabilities used for investment in long-term assets

- Fully responsible for the truthfulness and accuracy of the accompanying documents (if any).

 

Note: 2025 of the Governor of the State Bank of Vietnam regulating the files, procedures based on the financial statement of the most recent year before submitting the application for approval of purchase and sale, transfer of shares, which has been independently audited and does not contain any disclaimer from the auditing unit.

 

APPENDIX 02

MODEL DECLARATION TABLE OF INFORMATION ON THE CREDIT HISTORY OF ENTERPRISES
(Issued together with Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

DECLARATION TABLE OF INFORMATION ON THE CREDIT HISTORY OF ENTERPRISES

1. Enterprise name:

2. Tax code:

3. Business field:

4. Information on credit history:

- Credit balance at credit institutions, foreign bank branches at the time of declaration:

- Address:

- Overdue balance at the time of declaration:

- Non-performing loans at credit institutions, foreign bank branches:

+ Time point

- Overdue balance at the time of declaration:

+ Status of non-performing loan resolution

+ Time period 6. Commitment to fully bear responsibility for the truthfulness and accuracy of the declaration form./.:

+ Status of bad debt resolution (Clearly state how it has been resolved up to the declaration date):

5. Commitment to fully bear responsibility for the truthfulness and accuracy of the declaration table.

 

 

APPENDIX 02a

MODEL APPLICATION FOR LICENSE TO ESTABLISH AND OPERATE COMMERCIAL BANKS
(Issued together with Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
--------------- 

APPLICATION FOR LICENSE TO ESTABLISH AND OPERATE COMMERCIAL BANKS

Respectfully submitted to: Governor of the State Bank of Vietnam

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

Based on Law on Credit Institutions No. 47/2010/QH12 dated June 16, 2010 (as amended and supplemented);

Based on Circular No. 40/2011/TT-NHNN of the Governor of the State Bank of Vietnam on the issuance of licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam (as amended and supplemented);

Based on the Minutes of the Founding Shareholders' Meeting or the Founding Members' Meeting or the document of the owner bank... (for wholly foreign-owned limited liability companies) dated... month... year... on the establishment of Bank...;

Now, the founding shareholders or founding members of Bank... on behalf of the shareholders (members) contributing capital to establish or the owner bank... request the Governor of the State Bank of Vietnam to consider issuing a license to establish and operate a commercial bank with the following contents:

1. Name of the Bank:

- Full name in Vietnamese:

- Full name in English:

2. Province or city where the main office is planned to be located:

3. Business content:

4. Duration of operation:

5. Charter capital:... dong (in words...), of which the proportion of contributions by founding shareholders (members) is as follows:

6. List of individuals proposed for election or appointment as members of the Board of Directors, Board of Members, Supervisory Board members, and General Director (Director) of commercial banks (specify full name and proposed positions for each member).

We hereby commit:

- Shall be responsible under the law for the accuracy and truthfulness of the contents in the application and supporting documents.

- Shall register business operations, announce the opening date, and disclose information in accordance with the law.

- Strictly comply with laws, regulations of the State Bank of Vietnam, and the Charter governing the organization and operation of banks.

..., day... month... year...

Founding shareholders, founding members, owners of the bank...

(Individual founding shareholders shall sign and write their full name, Founding Shareholders, Founding Members, Owners shall be signed by the legal representative, stamped, and write their full name)

 

APPENDIX 03

MODEL SELF-DISCLOSED CURRICULUM VITAE
(Issued together with Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

CURRICULUM VITAE

- Identity card number or citizen identification card number, current place of residence (if different from registered permanent address) (for Vietnamese citizens):

- Passport number, date of issue, place of issue; nationality (original nationality, current nationalities); current address (for those without Vietnamese nationality):

- Name and address of the legal entity represented (if acting as a representative of a legal entity):

2. Educational qualifications

School name; main city or country where the school is headquartered; course name; duration of study; degree (list all relevant degrees and training programs related to the position's standards and conditions)

3. Work experience

- Work experience, profession, and positions held (from age 18 to present), what was done, where, and a summary of key characteristics.

- Current position held at the bank and other organizations.

- Workplace unit; position; primary responsibilities (list workplace units and positions held at these units ensuring continuity over time).

- Awards and disciplinary actions (if any).

4. Shareholding contribution or expected ownership of shares (in case of individual shareholder) or expected authorization to be named on behalf of a legal entity.

5. Relationships (if the individual is a founding shareholder, someone proposed for election or appointment as a manager or director, and certain other positions in commercial banks).

Declare relationships with related parties.

6. I, ..., hereby commit that the statements above are true. I fully accept responsibility for any information that does not conform to the truth in this declaration.

 

 

ANNEX 04

SAMPLE LIST OF SHAREHOLDERS CONTRIBUTING CAPITAL TO ESTABLISH A JOINT STOCK COMMERCIAL BANK
(Issued together with Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam)

LIST OF SHAREHOLDERS CONTRIBUTING CAPITAL TO ESTABLISH A BANK...

 

 

GUIDANCE FOR DECLARATION

1. Information about organizations includes:

a) Information about the organization:

- Name of the organization:

- Location of the main office:

- Registration number for establishment or business registration or equivalent document, issuing authority, date of issuance:

b) Information about the capital contributor representative:

- Full name:

- Date of Birth:

- Identity card number or citizen identification card number, current place of residence (if different from registered permanent address) (for Vietnamese citizens):

- Passport number, date of issue, place of issue; nationality (original nationality, current nationalities); current address (for those without Vietnamese nationality):

2. Information about individuals includes:

- Full name:

- Date of Birth:

- Identity card number or citizen identification card number, current place of residence (if different from registered permanent address) (for Vietnamese citizens):

- Passport number, date of issue, place of issue; nationality (original nationality, current nationalities); current address (for those without Vietnamese nationality):

 

ANNEX 05a

APPLICATION FOR PURCHASE OF SHARES BY INDIVIDUALS
(Issued together with Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

…, day … month … year …

APPLICATION FOR PURCHASE OF SHARES

To: Preparatory Committee for Establishing the Bank...

1. Individual Applying to Purchase Shares:

- Full name (written in uppercase letters):

- Date of Birth:

- Identity card number or citizen identification card number, current place of residence (if different from registered permanent address) (for Vietnamese citizens):

- Passport number, date of issue, place of issue; nationality (original nationality, current nationalities); current address (for those without Vietnamese nationality):

- Current workplace and position:

Telephone number:

2. Content of share purchase application:

- Quantity of shares to be purchased, type of shares, value, ownership ratio compared to charter capital:

- Payment period:

3. Capital contribution and share purchase situation at other organizations:

- Name of credit institution or enterprise where the individual has contributed capital:

- Amount of capital contributed and its proportion to the total charter capital of the credit institution or enterprise:

4. Commitment:

After reviewing the Bank's Charter and relevant laws, I hereby commit:

a) To purchase the required number of shares and contribute capital within the registered timeframe;

b) Not to use raised funds or loans from other organizations or individuals to contribute capital; to be legally responsible for the legitimacy of the source of capital for establishing the bank;

c) To comply with the provisions of the Bank's Charter, internal regulations of the bank, and relevant laws;

d) To fully bear responsibility for the truthfulness and accuracy of any accompanying documents (if applicable).

 

 

ANNEX 05b

APPLICATION FOR PURCHASE OF SHARES BY ORGANIZATIONS
(Issued together with Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

…, day … month … year …

APPLICATION FOR PURCHASE OF SHARES

To: Preparatory Committee for Establishing the Bank...

1. Organization applying to purchase shares:

- Name of the organization (full and official name, written in uppercase letters):

- Establishment decision number or business registration number, issuing authority, date of issuance:

- Telephone number:                                   Fax number:

- Main office address:

- Phone number:                            Fax number:

2. Legal representative:

- Full name:

- Date of Birth:

- Position held at the organization:

- Identity card number or citizen identification card number, current place of residence (if different from registered permanent address) (for Vietnamese citizens):

- Passport number, date of issue, place of issue; nationality (original nationality, current nationalities); current address (for those without Vietnamese nationality):

3. Person appointed as authorized representative of the organization at the joint stock commercial bank:

- Full name:

- Date of Birth:

- Current workplace and position:

- Relationship with the organization (in case of not working for the organization):

- Identity card number or citizen identification card number, current place of residence (if different from registered permanent address) (for Vietnamese citizens):

- Passport number, date of issue, place of issue; nationality (original nationality, current nationalities); current address (for those without Vietnamese nationality):

4. Content of Share Purchase Registration:

- Quantity of shares to be purchased, type of shares, value, ownership ratio compared to charter capital:

- Payment period:

5. Capital contribution and share purchase situation at other organizations:

- Name of credit institution or enterprise where the organization has contributed capital:

- Amount of capital contributed and its proportion to the total charter capital of the credit institution or enterprise:

6. Commitments:

After reviewing the Bank's Charter and relevant laws, we hereby commit:

a) To purchase the required number of shares and contribute capital within the registered timeframe;

b) Not to use raised funds or loans from other organizations or individuals to contribute capital; to be legally responsible for the legitimacy of the source of capital for establishing the bank;

c) To comply with the provisions of the Bank's Charter, internal regulations of the bank, and relevant laws;

d) To fully bear responsibility for the truthfulness and accuracy of any accompanying documents (if applicable).

 

 

APPENDIX 07

SAMPLE ASSET AND INCOME DECLARATION FORM FOR INDIVIDUAL FOUNDING SHAREHOLDERS OF JOINT STOCK COMMERCIAL BANKS
(Issued together with Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------

ASSET DECLARATION FORM

Respected: State Bank of Vietnam

- Full name of the declarant: …

- Date of birth: …

- ID card number or citizen identification card number or personal identification number or passport number; current place of residence (if different from registered permanent address):

- Workplace/unit or place of work: …

I hereby commit that the above asset declaration is truthful and complete. If there is any false declaration, I will fully bear responsibility under the law.

 

 

GUIDELINES FOR COMPLETING THE DECLARATION FORM

1. Regarding the declaration on houses and other construction works:

- No need to declare official housing

- Houses and other construction works to be declared include: residential houses, factories, restaurants, clubs, and other construction works...

- For subsequent houses or construction works (if any), they shall be declared similarly to the first and second houses or construction works.

2. Regarding the declaration of items 5, 6, 7, and 8:

Only declare if the total value of each type of asset is 100 million VND or more. For example, if there are three motorcycles with a combined value of 100 million VND or more, they must be declared; otherwise, if their total value is less than 100 million VND, there is no need to declare them.

3. Regarding jointly owned assets:

Clearly declare the portion belonging to the declarant and the estimated value of that portion of the asset.