Circular number 57/2024/TT-NHNN of the State Bank of Vietnam stipulates the documents and procedures for issuing the first license to non-bank financial institutions, including licenses such as comprehensive finance companies. This Circular takes effect from December 24, 2024.
Scope of application
Non-bank financial institutions and units under the State Bank of Vietnam
Key points
- Detailed regulations on the documents and procedures for issuing the first license to non-bank financial institutions
- The model of the establishment and operation license for comprehensive finance companies is issued together with this Circular.
- Require units under the State Bank of Vietnam and related organizations to comply with the regulations during the process of issuing licenses.
- This Circular replaces Circular number 41/2019/TT-NHNN previously issued.
- Effective from December 24, 2024.
🌐 Social impact of this document
- Strengthen management of non-bank financial institutions' activities
- Ensure transparency and compliance with laws during the process of issuing licenses.
- Improve financial services quality for individuals and businesses.
❓ Frequently asked questions
Which Circular does this replace?
Circular number 57/2024/TT-NHNN replaces Circular number 41/2019/TT-NHNN regarding the documents and procedures for issuing the first license to non-bank financial institutions.
When does this Circular take effect?
Circular number 57/2024/TT-NHNN takes effect from December 24, 2024.
Full text
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| SOCIALIST REPUBLIC OF VIET NAM
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CIRCULAR
Regulations on the application dossier and procedures for issuing the first license to non-bank financial institutions
Circular No. 57/2024/TT-NHNN dated December 24, 2024, issued by the Governor of the State Bank of Vietnam, stipulates the application dossier and procedures for issuing the first license to non-bank financial institutions, which took effect from December 24, 2024, has been amended and supplemented by:
Circular No. 12/2025/TT-NHNN dated June 30, 2025, issued by the Governor of the State Bank of Vietnam, amending and supplementing certain provisions of the Circulars stipulating the application dossier and procedures for issuing the first license to commercial banks, foreign bank branches, foreign representative offices, and non-bank financial institutions, which took effect from August 14, 2025.
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;
Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;
Pursuant to Decree No. 162/2024/NĐ-CP dated December 20, 2024, issued by the Government, stipulating conditions for issuing licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members;
At the proposal of the Director of Banking Inspection and Supervision;
The Governor of the State Bank of Vietnam issues this Circular stipulating the application dossier and procedures for issuing the first license to non-bank financial institutions[1].
Chapter I. GENERAL PROVISIONS
Article 1. Scope of Regulation
This Circular stipulates the application dossier and procedures for issuing the first license to non-bank financial institutions.
Article 2. Applicability
1. Comprehensive financial company.
2. Specialized financial company.
3. Organizations and individuals related to the issuance of the first license to non-bank financial institutions.
Article 3. Explanation of Terms
In this Circular, the following terms are understood as follows:
1. Foreign financial institution participating in capital contribution to establish a non-bank financial institution (hereinafter referred to as the foreign financial institution) includes banks, finance companies, financial groups.
2. Shareholder contributing capital to establish is a shareholder holding at least one ordinary share of the non-bank financial institution at the time of establishment.
3. Capital Contributing Members is a Vietnamese enterprise, Vietnamese commercial bank, foreign financial institution contributing capital to a non-bank financial institution with two or more shareholders.
4. 2. The meeting discusses and votes by majority on the following issues: is a meeting of founding shareholders, founding members, and other capital contributors with the responsibility to:
a) Approve the draft Charter of the non-bank financial institution; Project to establish the non-bank financial institution; List of candidates to be elected and appointed as the Chairman and members of the Board of Directors, Board of Members, Head and members of the Supervisory Board, General Director (Director) of the non-bank financial institution for the first term;
b) Elect the Preparatory Committee, Head of the Preparatory Committee;
c) Decide on other matters related to the establishment of the non-bank financial institution.
5. Preparatory Committee is a group of people chosen by the founding shareholders, founding members, and owners to act as representatives, representing the founding shareholders, founding members, and owners to carry out tasks related to requesting the issuance of the license. The Preparatory Committee must have at least 02 members, including 01 member as the Head.
6. Founding Assembly is an assembly of founding shareholders, shareholders contributing capital to establish, founding members, and members contributing capital organized after receiving the State Bank of Vietnam's (hereinafter referred to as the State Bank) approval in principle for the establishment, with the responsibility to:
a) Approve the Charter of the non-bank financial institution;
b) Elect and appoint members of the Board of Directors, Board of Members, and members of the Supervisory Board for the first term according to the list of personnel already approved by the State Bank;
c) Approve regulations on the organization and operation of the Board of Directors, Board of Members, and Supervisory Board;
d) Decide on other matters related to the establishment of the non-bank financial institution.
7. Lead unit handling the application dossier is a unit under the State Bank of Vietnam assigned the task of issuing the first license to non-bank financial institutions.
Article 4. Legal Form of Non-Bank Financial Institutions
1. Non-bank financial institutions may be organized under a legal form as prescribed in Clause 3 and Clause 4, Article 6 of the Law on Credit Institutions.
2. Non-bank financial institutions may be organized under a legal form as a limited liability company with two or more shareholders consisting of a Vietnamese commercial bank and a Vietnamese enterprise contributing capital (in which a Vietnamese commercial bank owns at least 30% of the total charter capital of the non-bank financial institution) or Vietnamese commercial banks contributing capital, ensuring compliance with Clause 1, Article 77 of the Law on Credit Institutions.
3. Joint venture non-bank financial institutions may be organized under a legal form as a limited liability company with two or more shareholders, through the contribution of capital from the Vietnamese side (including one or more Vietnamese commercial banks, Vietnamese enterprises) and the foreign side (including one or more foreign credit institutions), based on a joint venture agreement, ensuring compliance with Clause 1, Article 77 of the Law on Credit Institutions.
4. Non-bank financial institutions with 100% foreign capital may be organized under a legal form as a single-member limited liability company owned by a foreign credit institution or a limited liability company with two or more shareholders contributed by foreign credit institutions, ensuring compliance with Clause 1, Article 77 of the Law on Credit Institutions.
Article 5. Term of Operation
The operating term of non-bank financial institutions shall be recorded in the License, not exceeding 50 years.
Chapter II. REGULATIONS ON GRANTING LICENSES
Article 6. License
1. The State Bank of Vietnam shall specify in detail the contents of banking activities and other business operations in the License issued to each non-bank financial institution according to the model License corresponding to each type of non-bank financial institution as stipulated in Appendices No. 01, 02, 03, and 04 attached hereto.
2. In case the License is lost, torn, burned, or destroyed in any other manner, the non-bank financial institution must submit a written statement explaining the reason and send it via postal service or directly hand it over at the headquarters of the State Bank of Vietnam (one-stop service department) to request issuance of a copy of the License from the original License in accordance with the provisions of the law.
Within five working days from the date of receipt of the written request, the State Bank of Vietnam will issue a copy of the License from the original for the non-bank financial institution.
Article 7. Procedure for Issuing a License
1. Prepare the application dossier for the License in accordance with Article 10, Article 11, Clauses 1, 2, and 3 of Article 12, and Clauses 1, 2, 3, 4, 5, 6, and 7 of Article 13 of this Circular and send it via postal service or directly hand it over at the headquarters of the State Bank of Vietnam (one-stop service department) or submit it online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available).[2].
Within sixty days from the date of receipt of the application dossier for the License, the State Bank of Vietnam will send a written confirmation to the preparatory board stating that all valid dossiers have been received for preliminary approval or requesting additional information if the application dossier for the License is incomplete or invalid.
2. Within ninety days from the date of sending the written confirmation of receipt of all valid dossiers, the State Bank of Vietnam will issue a written approval for the establishment of a non-bank financial institution. If the approval is not granted, the State Bank of Vietnam will send a written response to the preparatory board, specifying the reasons for non-approval.
3. Within sixty days from the date of receipt of the written approval for the establishment of a non-bank financial institution, the preparatory board will prepare additional documents in accordance with Clause 4 of Article 12 and Clause 8 of Article 13 of this Circular and send them via postal service or directly hand them over at the headquarters of the State Bank of Vietnam (one-stop service department) or submit them online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available).[3]If the State Bank of Vietnam does not receive or receives incomplete additional documents beyond the above time limit, the preliminary approval will automatically become invalid.
Within five working days from the date of receipt of all complete additional documents, the State Bank of Vietnam will confirm in writing to the preparatory board that all additional documents have been received.
4. Within thirty days from the date of receipt of all complete additional documents, the State Bank of Vietnam will issue the License in accordance with the regulations. If the License is not issued, the State Bank of Vietnam will respond in writing to the preparatory board, specifying the reasons for not issuing the License.
Article 8. Payment of Fees for Issuing the License
1. Within fifteen days from the date of issuance of the License, non-bank financial institutions must pay the fee for issuing the License at the State Bank (Trading Department) or make online payment through the National Public Service Portal.
2. The amount of the fee for issuing the License shall be in accordance with the provisions of the Law on Fees and Charges.
Article 9. Conditions Regarding Total Assets and Financial Situation for Foreign Credit Institutions when Applying for the License
When applying for the License, foreign credit institutions that are founding members or owners of non-bank financial institutions must meet the following conditions regarding total assets and financial situation:
1. Having total assets of at least equivalent to one billion US dollars at the end of the year immediately preceding the year of submitting the application for the License and up to the time of submitting supplementary applications for the License.
2. Operating profitably for three consecutive years immediately preceding the year of submitting the application for the License and up to the time of submitting supplementary applications for the License.
Article 10. Principles for Preparing Applications
1. Documents in the application for the License must be signed by the Head of the Preparatory Board and documents prepared according to the Appendices issued together with this Circular must be originals; other documents must be certified copies, except where otherwise provided in this Circular. Documents signed by the Head of the Preparatory Board must have the title "Preparatory Board for Establishing and the Proposed Name of the Non-Bank Financial Institution".
2. The application for the License of domestic non-bank financial institutions must be prepared in one set in Vietnamese, except where otherwise provided in this Circular.
3. The application for the License of joint venture non-bank financial institutions and non-bank financial institutions with 100% foreign capital must be prepared in two sets (one set in Vietnamese and one set in English), except where otherwise provided in this Circular, including:
a) The English-language set of documents must be legalized according to the provisions of the law, except for the following documents:
(i) Documents from the competent authority of the country where the foreign credit institution has its headquarters sent directly to the State Bank;
(ii) Financial reports prepared directly in English;
(iii) Other documents exempted from legalization according to the provisions of the law on legalization.
b) Translations from English to Vietnamese must be certified by the translator according to the certification regulations under Vietnamese law, except for the documents specified in point c of this Clause;
c) Translations of financial reports must be confirmed by organizations or individuals permitted to practice translation according to the provisions of the law;
d) Vietnamese-language documents that are originals (or copies from original Vietnamese-language documents) prepared in Vietnam do not need to be translated into English.
4. In cases where the documents are copies but not certified copies or copies issued from the original number, the original must be presented for comparison, and the person responsible for the comparison bears responsibility for the accuracy of the copy compared to the original.
5. Each set of application files must contain a list of documents.
6.[4] In cases where the application is submitted online through the National Public Service Portal or the State Bank's Public Service Portal (if available), electronic applications must use digital signatures in accordance with the provisions of the law on administrative procedures in the electronic environment.
In cases where the National Public Service Portal or the State Bank's Public Service Portal encounters technical issues or errors preventing the acceptance and exchange of electronic information, the declaration, submission, acceptance, result delivery, exchange, and feedback of information will be carried out through postal services or directly at the One-Stop Service Center of the State Bank.
7.[5] Documents in electronic dossiers are scanned electronic versions of original documents (PDF format files).
Article 11. Common Documents for Application to Obtain a License
1. An application form for obtaining a license signed by the founding shareholders, owners, or founders of the non-bank financial institution according to the model prescribed in Appendix No. 05 issued together with this Circular.
2. A draft Charter of the non-bank financial institution.
3. A project on establishing a non-bank financial institution (except in cases stipulated in Clause 4 of this Article), including at least the following contents:
a) The necessity of establishment;
b) The name of the proposed non-bank financial institution, type, name of the province/city where the main office is expected to be located, period of operation, charter capital upon establishment, scope of activities, and capability to meet the conditions for operating a bank as prescribed by law for the proposed type of non-bank financial institution;
c) Financial capacity of the founding shareholders, contributing shareholders, owners, founding members, and contributing members;
d) Organizational structure and network of operations expected in the first three years;
đ) List of personnel expected, detailing their professional qualifications, work experience in finance, banking, economics, business management, law, accounting, and auditing that meet the requirements of each position and title:
(i) Chairman, members, independent members of the Board of Directors, Board of Members; Heads of Committees under the Board of Directors, Board of Members;
(ii) Heads, members of the Supervisory Board;
(iii) General Director (Director), Deputy General Directors (Deputy Directors), Chief Accountant, and heads of units directly subordinate within the organizational structure;
e) Risk management policy: Identification, measurement, prevention, management, and control of credit risks, operational risks, market risks, liquidity risks, and other risks during the course of operation;
g) Information technology:
(i) Expected financial investment in information technology;
(ii) Information technology system must ensure compliance with requirements for management and risk management and regulations of the State Bank;
(iii) Capability to apply information technology, specifying: time to implement investment in technology; type of technology expected to be applied; expected staff and their capability to apply information technology; ensuring the information system can integrate and connect with the State Bank's management system to provide information as required by the State Bank;
(iv) Documentation on infrastructure for information technology serving the operations of the non-bank financial institution;
(v) Solutions to ensure security and confidentiality corresponding to the type of service expected to be deployed; solutions regarding continuous operation of the information technology system;
(vi) Identification, measurement, and implementation of risk management plans for the technology expected to be applied in the field of operation of the non-bank financial institution;
(vii) Expected allocation of responsibilities for reporting and controlling the information technology system;
h) Capability for sustainable development in the market:
(i) Market analysis and evaluation, specifying current status, challenges, and prospects;
(ii) Capability to participate and compete in the market, proving advantages when entering the market;
(iii) Development strategy, expansion of the network of operations, and content of banking activities, customer groups, analyzing in detail the fulfillment of conditions for conditional activities;
i) Internal control system and internal audit system:
(i) Principles of operation and requirements of the internal control system;
(ii) Draft of basic internal regulations concerning the organization and operation of the non-bank financial institution, at least including internal regulations prescribed in Clause 2 of Article 101 of the Law on Credit Institutions and the following regulations: Regulations on the organization and operation of the Board of Directors, Board of Members, Supervisory Board, and Management; Regulations on the organization and operation of the main office, branches, and other subordinate units;
(iii) Content and procedures for the operation of internal audit;
k) Business plan expected in the first three years, including at least the following contents: Market analysis, strategy, objectives, and business plan; financial reports expected for each year (balance sheet, income statement, cash flow statement, minimum capital adequacy ratio, performance indicators, and explanation of the ability to achieve financial targets each year);
4. A project on establishing a non-bank financial institution approved by the owner, including at least the contents prescribed in Clause 3 of this Article (excluding points a and c) for cases where the owner is a commercial bank that is compulsorily transferred to establish a non-bank financial institution to implement a compulsory transfer plan already approved;
5. Documentation proving the capability of the proposed governance, oversight, and management machinery:
a) Curriculum vitae according to the model prescribed in Appendix No. 06 issued together with this Circular;
b) Criminal record certificate:
(i) For personnel expected to have Vietnamese citizenship: Criminal record certificate issued by the criminal record data management authority, which must include complete information about criminal records (including those that have been expunged and those that have not been expunged) and information about prohibitions on holding positions, establishing, and managing enterprises and cooperatives.
(ii) For personnel expected not to have Vietnamese citizenship: A criminal record certificate or an equivalent document (containing full information on criminal records; information on prohibition from holding positions, establishing, managing enterprises, cooperatives) must be issued by the competent authority of Vietnam or the competent authority of a foreign country in accordance with regulations. In case the criminal record certificate or an equivalent document issued by a foreign competent authority does not contain information on prohibition from holding positions, establishing, managing enterprises, cooperatives, the Chairman of the Preparatory Board must provide an explanation regarding the absence of such information from the competent authority issuing the criminal record certificate or an equivalent document and commit to bear legal responsibility for the fact that the proposed management, supervisory, and operational personnel do not fall under the categories prohibited from holding positions, establishing, managing enterprises, cooperatives as stipulated in the Law on Credit Institutions.
(iii) The criminal record certificate or an equivalent document prescribed in points b(i) and b(ii) must be issued by the competent authority before the deadline for the non-bank credit institution to submit the application for the License, not exceeding six months.
Expected personnel to be elected or appointed shall present an electronic criminal record certificate obtained through the VNeID identity verification application or submit an electronic criminal record certificate in accordance with the law (containing full information on criminal records; information on prohibition from holding positions, establishing, managing enterprises, cooperatives).[6];
c) Certificates proving professional qualifications.
d) Other documents proving compliance with conditions and standards as prescribed in the Law on Credit Institutions and related laws.
đ) In cases where individuals expected to be elected as members of the Board of Directors, Board of Members, Chairman of the Supervisory Board, General Director (Director) do not have Vietnamese citizenship, in addition to the aforementioned documents, they must provide a commitment document confirming their compliance with the conditions for residence and work in Vietnam.
6. Minutes of the founding shareholders' meeting or the document of the owner regarding the selection of the Preparatory Board, the Chairman of the Preparatory Board, approval of the draft Charter, establishment project of the non-bank credit institution, and approval of the list of proposed management, supervisory, and operational positions and the selection of the Preparatory Board, the Chairman of the Preparatory Board.
Article 12. Application Documents for Non-Bank Credit Institution Licenses.
1. Components of the application documents as prescribed in Article 11 of this Circular.
2. List of founding shareholders and shareholders contributing capital for establishment according to the model prescribed in Appendix No. 07 attached to this Circular.
3. Documents of shareholders contributing capital for establishment:
a) For individuals:
(i) Share purchase form according to the model prescribed in Appendix No. 08 attached to this Circular;
(ii) Declaration of related parties according to the model prescribed in Appendix No. 10 attached to this Circular;
(iii) In addition to the above-mentioned documents, founding shareholders must also provide the following documents:
- Curriculum vitae according to the model prescribed in Appendix No. 06 attached to this Circular;
- Criminal record certificate issued by the criminal record database management agency, containing full information on criminal records and information on prohibition from establishing enterprises, cooperatives; Founding shareholders may present an electronic criminal record certificate obtained through the VNeID identity verification application or submit an electronic criminal record certificate in accordance with the law (containing full information on criminal records; information on prohibition from holding positions, establishing, managing enterprises, cooperatives).[7];
- Declaration of personal credit history information according to the model prescribed in Appendix No. 11 attached to this Circular;
- Financial statements of the enterprise managed by the founding shareholder for at least three consecutive years prior to the year of submitting the application for the License, or copies of bachelor's, master's, or higher degrees in finance, banking, economics, business administration, law, accounting, auditing;
b) For organizations:
(i) Share purchase form according to the model prescribed in Appendix No. 09 attached to this Circular;
(ii) Declaration of related parties according to the model prescribed in Appendix No. 10 attached to this Circular;
(iii) Authorization document for the representative of contributed capital at the non-bank credit institution in accordance with the law;
(iv) Charter of organization and operation;
(v) Financial statements of the most recent year prior to the year of submitting the application for the License and financial statements up to the nearest date from the submission date of the application for the License, audited by an auditing firm listed by the competent authority as qualified to operate auditing services and without any disclaimer from the auditor. In case there is no audited financial statement at the time of submitting the application for the License, un-audited financial statements must be submitted and the audited financial statements must be submitted immediately upon issuance of the audit report by the auditing firm and the applicant must be responsible for the contents of the submitted financial statements.
(vi) In addition to the above-mentioned documents, founding shareholders must also provide the following documents:
- Curriculum vitae of the person appointed to represent the contributed capital according to the model prescribed in Appendix No. 06 attached to this Circular;
- Criminal record certificate of the person appointed to represent the organization's contributed capital at the non-bank credit institution issued by the criminal record database management agency, containing full information on criminal records; Founding shareholders may present an electronic criminal record certificate obtained through the VNeID identity verification application or submit an electronic criminal record certificate in accordance with the law (containing full information on criminal records; information on prohibition from holding positions, establishing, managing enterprises, cooperatives).[8]
- Declaration of organizational credit history information according to the model prescribed in Appendix No. 12 attached to this Circular;
- Financial statements for the three consecutive years immediately preceding the year in which the application for the License is submitted must have been audited by an auditing firm listed in the list of auditing firms eligible to operate auditing services published by the competent authority and must not contain any disclaimer from the auditing firm. In case at the time of submitting the application for the License, there is no audited financial statement for the most recent year, then the un-audited financial statement shall be submitted and the audited financial statement must be submitted immediately upon issuance of the audit report by the auditing organization and the applicant shall bear responsibility for the contents of the submitted financial statements.
- A financial capability report for participating in the establishment of a non-bank credit institution, prepared according to the model prescribed in Appendix 13 issued together with this Circular, for an organization that is not a commercial bank.
- Documentation proving compliance with tax obligations and social insurance contributions: A commitment letter fully complying with all tax and social insurance obligations of the organization, as prescribed in Appendix 14 issued together with this Circular; A confirmation letter from the tax authority regarding the fulfillment of tax obligations to the state budget; A document from the social insurance agency providing information on the payment of social insurance by the organization.
4. After receiving the approval-in-principle document, the Preparatory Board must submit the following additional documents:
a) The charter of the non-bank credit institution approved by the Founding Assembly;
b) Minutes and Resolutions of the Founding Assembly concerning the approval of the Charter, the election of members of the Board of Directors, members of the Supervisory Board, and regulations on the organization and operation of the Board of Directors and the Supervisory Board;
c) Minutes of the Board of Directors meeting concerning the election of the Chairman of the Board of Directors; Minutes of the Supervisory Board meeting concerning the election of the Head of the Supervisory Board;
d) Decisions of the Board of Directors appointing the General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;
đ) A document from a Vietnamese commercial bank where the Preparatory Board has opened a capital contribution account confirming the amount of capital contributed by each shareholder;
e) Documentation proving ownership or lawful right to use the location of the main office;
g) Internal regulations on the organization and operation of the non-bank credit institution as stipulated in point i(ii) Clause 3 Article 11 of this Circular, approved by the Founding Assembly and the Board of Directors;
h) Reports from founding shareholders who are Vietnamese commercial banks and Vietnamese enterprises regarding their compliance with the provisions of the Government Decree on conditions for issuing Licenses to people's credit funds, microfinance organizations, and conditions for owners of non-bank credit institutions being limited liability companies, founding shareholders, and founding members from the date of submission of the application for the License until the date of submission of the supplementary application for the License;
Article 13. Application Documents for Issuing a License for a Limited Liability Non-Bank Credit Institution
1. Components of the application documents as prescribed in Article 11 of this Circular.
2. List of founding members and capital contributors for the establishment of the non-bank credit institution according to the model prescribed in Appendix 7 issued together with this Circular.
3. Joint venture agreement containing the main contents as prescribed by law and must include at least the following:
a) Name and address of the non-bank credit institution joint venture;
b) Name and address of the parties involved in the joint venture and the legal representatives of the joint venture parties;
c) Duration of operation of the joint venture;
d) Registered capital, contribution ratio, amount of capital contributed by each party, method and schedule of registered capital contribution;
đ) Rights and obligations of the joint venture parties;
e) Number and ratio of members of the Management Board, Supervisory Board, and Executive Board of the joint venture parties;
g) Projected number of departments and number of staff at the initial stage for each party (number of Vietnamese citizens, number of foreign nationals);
h) Principles for accounting, bookkeeping, reporting, establishment and use of reserves; profit distribution and loss handling in business operations;
i) Procedures for resolving disputes between the parties arising from the implementation of the joint venture agreement, procedures for liquidation, dissolution, merger, and consolidation of the non-bank credit institution joint venture;
k) Conditions for amending and supplementing the joint venture agreement;
The joint venture agreement must be signed by the authorized representatives of the joint venture parties on each page and fully signed at the end of the agreement.
4. Capital contribution agreement among founding members for a limited liability non-bank credit institution.
5. Application documents for owners and founding members who are Vietnamese commercial banks and Vietnamese enterprises (except for the owner specified in Clause 6 of this Article):
a) Documents prescribed in point b(vi) Clause 3 Article 12 of this Circular, except for the Share Purchase Application Form;
b) Report on the process of establishment, operation, and development orientation of the owner and founding member up to the date of submission of the application for the License;
6. Application documents for owners who are Vietnamese commercial banks transferred compulsorily to establish a non-bank credit institution to implement the compulsory transfer plan approved:
a) Authorization document for the representative of the Vietnamese commercial bank's shareholding in the non-bank credit institution in accordance with the law;
b) Documentation proving compliance with tax obligations and social insurance contributions: A commitment letter fully complying with all tax and social insurance obligations of the organization, as prescribed in Appendix 14 issued together with this Circular; Confirmation from the tax authority regarding the fulfillment of tax obligations to the state budget; A document from the social insurance agency providing information on the payment of social insurance by the organization;
c) Curriculum vitae according to the model prescribed in Appendix 6 issued together with this Circular, Criminal Record Certificate of the legal representative and person appointed to represent the Vietnamese commercial bank's shareholding in the non-bank credit institution issued by the criminal record management authority, which must include complete information about criminal records and information about prohibition from establishing a business.
The legal representative and the person appointed to represent the shareholding portion of a Vietnamese commercial bank at a non-bank credit institution shall present an electronic Criminal Record Certificate issued through the VNeID digital identity and authentication application or submit an electronic Criminal Record Certificate in accordance with the provisions of the law (containing complete information on criminal records; information on prohibition from holding positions, establishing, and managing enterprises, cooperatives).[9]
7. Documents for the owner and founding member being foreign credit institutions:
a) Documents stipulated in point b(iii), b(iv), b(v) Clause 3 Article 12 of this Circular and the following documents:
(i) A resume of the person appointed to represent the shareholding portion according to the form prescribed in Appendix No. 06 attached to this Circular;
(ii) A Criminal Record Certificate of the person appointed to represent the shareholding portion of the organization at a non-bank credit institution issued by the authority managing the criminal record database, which must contain complete information on criminal records. In cases where the Criminal Record Certificate or equivalent document issued by the competent authority of the foreign country does not contain information on prohibitions from holding positions, establishing, and managing enterprises, the Head of the Preparatory Board must provide an explanatory document regarding the absence of such information from the competent authority issuing the Criminal Record Certificate or equivalent document and commit to bear legal responsibility for personnel not falling under the categories prohibited from holding positions, establishing, and managing enterprises as provided for in the Law on Credit Institutions;
The person appointed to represent the shareholding portion of the organization at a non-bank credit institution shall present an electronic Criminal Record Certificate issued through the VNeID digital identity and authentication application or submit an electronic Criminal Record Certificate in accordance with the provisions of the law (containing complete information on criminal records; information on prohibition from holding positions, establishing, and managing enterprises, cooperatives);[10]
(iii) A list of information on the credit history of the organization according to the form prescribed in Appendix No. 12 attached to this Circular;
(iv) Financial statements of the foreign credit institution are financial statements for the three consecutive years immediately preceding the year of submitting the application for the License, audited and without a qualified opinion from the auditing firm. In case there is no audited financial statement of the most recent year at the time of submitting the application for the License, the un-audited financial statement must be submitted and the audited financial statement must be submitted immediately upon issuance by the auditing firm and the applicant must be responsible for the contents of the submitted financial statement;
(v) Report on the establishment process, operation, and development orientation of the owner and founding member up to the time of submitting the application for the License;
b) Document of the competent authority of the country where the foreign credit institution has its headquarters allowing the foreign credit institution to establish a joint venture non-bank credit institution and a wholly foreign-owned non-bank credit institution in Vietnam. In cases where the laws of the country where the foreign credit institution has its headquarters stipulate that the competent authority does not have the function of issuing such documents, evidence confirming this must be provided by the competent authority of the country where the foreign credit institution has its headquarters or a legal document of the country where the foreign credit institution has its headquarters stipulating this matter, legalized, translated into Vietnamese, and certified in accordance with the provisions of the law;
c) Document of the competent authority of the country where the foreign credit institution has its headquarters providing information about the foreign credit institution as follows:
(i) Content of activities already permitted in the country where the foreign credit institution has its headquarters at the time of submitting the application for the License;
(ii) Compliance with banking laws and other relevant laws over the five consecutive years immediately preceding the year of submitting the application for the License and up to the time of submitting the application for the License;
(iii) Capital adequacy ratio and other safety ratios prescribed by the country where the foreign credit institution has its headquarters in the most recent year preceding the year of submitting the application for the License and up to the time of submitting the application for the License;
(iv) Compliance with regulations of the country where the foreign credit institution has its headquarters on risk management and provision reserves in the most recent year preceding the year of submitting the application for the License and up to the time of submitting the application for the License;
d) Document or material of an international credit rating agency rating the creditworthiness (including credit rating and outlook of the credit rating) of the foreign credit institution within six months prior to the date of submitting the application for the License;
đ) Document of the competent authority of the country where the foreign credit institution has its headquarters committing to consolidated supervision in accordance with international practices for the operations of the foreign credit institution;
e) Commitment document of the owner and founding members regarding:
(i) Being ready to provide financial, technological, managerial, operational, and activity support to the joint venture non-bank credit institution and the wholly foreign-owned non-bank credit institution;
(ii) Ensuring the actual value of the charter capital of the limited liability non-bank credit institution is not less than the statutory capital and fully meets the requirements for safe operation as stipulated by the Governor of the State Bank of Vietnam;
8. After receiving the principle approval document, the Preparatory Board must submit the following additional documents:
a) Charter of the non-bank credit institution approved by the Board of Members;
b) Document of a Vietnamese commercial bank where the Preparatory Board opens a capital contribution account confirming the amount of capital contributed by the owner and founding members;
c) Document proving ownership or lawful right to use the location of the main office;
d) Internal regulations on the organization and operation of the non-bank credit institution stipulated in point i(ii) Clause 3 Article 11 of this Circular approved by the Board of Members;
d) Report of a Vietnamese commercial bank, a Vietnamese enterprise, or report of a commercial bank transferred to establish a non-bank financial institution to implement the approved compulsory transfer plan regarding compliance with the provisions set forth in the Government Decree stipulating conditions for issuing licenses to people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members from the time of submitting the application for license issuance to the time of submitting supplementary applications for license issuance;
e) Document from the competent authority of the country where the foreign credit institution has its headquarters evaluating the foreign credit institution's compliance with the provisions on owners and founding members set forth in the Government Decree stipulating conditions for issuing licenses to people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members from the time of submitting the application for license issuance to the time of submitting supplementary applications for license issuance;
g) In addition to the components of the application file specified in points a, b, c, d, đ, and e of this clause, the preparatory board establishing a limited liability non-bank financial institution must submit the following additional documents:
i) Decision of the owner appointing the position of Chairman of the Board of Members, Board of Members member, Supervisory Board member, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;
ii) Minutes of the Supervisory Board meeting electing the position of Head of the Supervisory Board;
h) In addition to the components of the application file specified in points a, b, c, d, đ, and e of this clause, the preparatory board establishing a non-bank financial institution with two or more members must submit the following additional documents:
i) Minutes and Resolution of the Founding Assembly approving the Charter, electing and appointing positions of Board of Members members, Supervisory Board members, and regulations on the organization and operation of the Board of Members and the Supervisory Board;
ii) Minutes of the Board of Members meeting approving the content regarding the election of the position of Chairman of the Board of Members; Minutes of the Supervisory Board meeting electing the position of Head of the Supervisory Board;
iii) Decision of the Board of Members appointing the positions of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant.
Chapter III. RESPONSIBILITIES OF THE RELATED UNITS
Article 14. Responsibilities of Units under the State Bank
1. Lead unit handling the application for license issuance:
a) Serve as the lead unit to receive and coordinate with related units of the State Bank of Vietnam, State Bank of Vietnam branch in the Regions where the proposed establishment of the non-bank financial institution plans to locate its main office[11] (hereinafter referred to as the State Bank of Vietnam branch) to review the initial application for license issuance; submit to the Governor of the State Bank of Vietnam for a letter requesting opinions from the People's Committee of the province, centrally-run city where the non-bank financial institution plans to locate its main office, Ministry of Public Security (if necessary); submit to the Governor of the State Bank of Vietnam for approval in principle or disapproval of the establishment of the non-bank financial institution; submit to the Governor of the State Bank of Vietnam for issuance or non-issuance of a license to the non-bank financial institution;
b) Within five working days from the date the Governor of the State Bank of Vietnam issues the license, the Lead unit handling the application for license issuance is responsible for notifying in writing along with the license, information about the legal representative of the non-bank financial institution to the Business Registration Authority of the province where the non-bank financial institution locates its main office to update into the national system of business registration information.
2. State Bank of Vietnam branch
a) Within thirty days from the date the Lead unit handling the application for license issuance sends a request, the State Bank of Vietnam branch reviews the application for license issuance and sends a letter to the Lead unit handling the application for license issuance;
b) The State Bank of Vietnam branch receives notifications from the non-bank financial institution as stipulated in Clause 2, Article 34 of the Law on Credit Institutions; directs supervision of implementation and ensures compliance with legal requirements and State Bank regulations; suspends the opening activities of the non-bank financial institution when it does not meet the conditions stipulated in Clause 2, Article 34 of the Law on Credit Institutions.
3. Other units under the State Bank of Vietnam
Other units under the State Bank of Vietnam involved are responsible for coordinating in the issuance of licenses according to regulations.
Article 15. Responsibilities of Related Organizations and Individuals
Organizations and individuals related to the file for issuing a License of a non-bank financial institution must provide complete, accurate, and timely information as required by the State Bank of Vietnam and the Preparatory Board in accordance with this Circular and shall be responsible under the law for the provided information.
Chapter IV. IMPLEMENTING PROVISIONS[12]
Article 16. Effective Date
This Circular takes effect from December 24, 2024.
Article 17. Implementation Organization
Heads of units under the State Bank of Vietnam, non-bank financial institutions, and related organizations and individuals are responsible for implementing this Circular./.
Appendix No. 01
MODEL LICENSE FOR ESTABLISHING AND OPERATING A COMPREHENSIVE FINANCIAL COMPANY
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
| STATE BANK OF VIETNAM | SOCIALIST REPUBLIC OF VIET NAM |
| Number: /GP-NHNN | Hanoi, day ... month ... year ... |
LICENSE
ESTABLISHMENT AND OPERATION OF THE COMPREHENSIVE FINANCIAL COMPANY... (*)
GOVERNOR OF THE STATE BANK OF VIETNAM
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;
Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;
Pursuant to Decree No. 162/2024/NĐ-CP dated December 20, 2024, issued by the Government, stipulating conditions for issuing licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated ... the ... year 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions;
Considering the application for issuance of a License for establishing and operating the Financial Company...(*) and the attached documents;
At the proposal of the Head of the Unit responsible for processing the License application.
DECISION:
Article 1. Permission is granted to establish the Financial Company...(*) as follows:
1. Name of the financial company:
- Full name in Vietnamese: …;
- Abbreviation in Vietnamese (if any): ...;
- Full name in English: …;
- Abbreviation in English (if any): ...;
- Trading name (if any): …
3. Legal representative's name: …
Article 2. The charter capital of the Financial Company... (*) is …(in words: …)
Article 3. The term of operation of the Financial Company... (*) is ……… years.
Article 4. Scope of Activities (**)
The Financial Company... (*) is authorized to carry out comprehensive financial company activities in accordance with the laws and regulations of the State Bank of Vietnam, including the following activities:
1. Accepting demand deposits and time deposits from organizations.
2. Issuing deposit certificates to raise funds from organizations.
3. Lending.
4. Bank guarantees.
5. Discounting and rediscounting.
6. Issuing credit cards, factoring, and leasing.
7. Other forms of credit provision as prescribed by the Governor of the State Bank of Vietnam (only permitted when there is a legal provision).
8. Borrowing from the State Bank in the form of refinancing.
9. Buying and selling securities with the State Bank.
10. Lending, borrowing, depositing, and receiving deposits, buying and selling securities with financial institutions and foreign bank branches according to the Governor's regulations of the State Bank of Vietnam.
11. Foreign borrowing in accordance with the law.
12. Opening settlement accounts at the State Bank.
13. Opening settlement accounts at commercial banks and foreign bank branches.
14. Opening accounts abroad in accordance with the law on foreign exchange (for financial companies permitted to issue credit cards).
15. Opening deposit accounts and loan management accounts for customers.
16. Investing and purchasing shares according to the law and guidelines of the State Bank of Vietnam.
17. Other business activities:
a) Accepting entrusted capital from organizations and individuals to implement permitted credit activities; entrusting capital to other financial institutions to carry out the main credit activities of the comprehensive financial company.
b) Buying and selling central bank bills, corporate bonds, government debt instruments, government-guaranteed bonds, local government bonds, and other securities;
c) Foreign exchange trading and providing foreign exchange services;
d) Providing customer asset custody services;
đ) Other services related to factoring;
e) Consulting on banking operations and other business activities specified in the License.
g) Issuing bonds to raise funds from organizations;
h) Insurance agency in accordance with the law on insurance business, consistent with the scope of insurance agency activities as stipulated by the Governor of the State Bank of Vietnam.
18. Other business activities related to banking operations (only permitted when there is a legal provision).
Article 5. During its operation, the Financial Company...(*) must comply with Vietnamese laws.
Article 6. This License becomes effective from the date of signature.
Article 7. The License for Establishing and Operating the Financial Company... (*) is made in five (05) original copies: one (01) copy issued to the Financial Company... (*); one (01) copy sent to the Provincial Business Registration Authority; three (03) copies retained at the State Bank of Vietnam (one (01) copy retained at the Office of the State Bank of Vietnam, one (01) copy retained at the State Bank branch, one (01) copy retained in the file for issuing the License for Establishing and Operating the Financial Company... (*)).
| Place of Receipt: | GOVERNOR |
(*) Name of the financial company requesting establishment.
(**) Based on the content of the activities recorded in the establishment application to specify accordingly.
1. Accounting regulations for tourism administrative and public service units issued together with Decision No. 1899/1998/QĐ-BTC dated December 19, 1998 of the Minister of Finance;
MODEL LICENSE FOR ESTABLISHING AND OPERATING A FACTORING FINANCIAL COMPANY
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
| STATE BANK OF VIETNAM | SOCIALIST REPUBLIC OF VIET NAM |
| Number: /GP-NHNN | Hanoi, on ... day ... month ... |
LICENSE
ESTABLISHMENT AND OPERATION OF THE COMPREHENSIVE FINANCIAL COMPANY... (*)
GOVERNOR OF THE STATE BANK OF VIETNAM
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;
Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;
Pursuant to Decree No. 162/2024/NĐ-CP dated December 20, 2024, issued by the Government, stipulating conditions for issuing licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated ... day ... month ... year 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions;
Considering the application for issuance of a License for establishing and operating the Financial Company... (*) and the attached documents;
At the proposal of the Head of the Unit responsible for processing the License application.
DECISION:
Article 1. Permission is granted to establish the Financial Company... (*) as follows:
1. Name of the financial company:
- Full name in Vietnamese: …;
- Abbreviation in Vietnamese (if any): ...;
- Full name in English: …;
- Abbreviation in English (if any): ...;
- Trading name (if any): …
3. Legal representative's name: …
Article 2. The charter capital of the Financial Company... (*) is …(in words: …)
Article 3. The term of operation of the Financial Company...(*) is …year.
Article 4. Scope of Activities (**)
The Financial Company... (*) is authorized to carry out factoring financial company activities in accordance with the laws and regulations of the State Bank of Vietnam, including the following activities:
1. Accepting demand deposits and time deposits from organizations.
2. Issuing deposit certificates to raise funds from organizations.
3. Lending.
4. Discounting and rediscounting.
5. Factoring
6. Other forms of credit provision as prescribed by the Governor of the State Bank of Vietnam (only permitted when there is a legal provision).
7. Borrowing from the State Bank in the form of refinancing.
8. Buying and selling securities with the State Bank.
9. Lending, borrowing, depositing, and receiving deposits, buying and selling securities with financial institutions and foreign bank branches according to the Governor's regulations of the State Bank of Vietnam.
10. Borrowing abroad according to the law.
11. Opening accounts at the State Bank.
12. Opening settlement accounts at commercial banks and foreign bank branches.
13. Opening deposit accounts and loan management accounts for customers.
14. Contributing capital and purchasing shares in accordance with the law and guidelines of the State Bank.
15. Other business activities:
a) Accepting entrusted capital to implement permitted credit activities;
b) Entrusting capital to other financial institutions to carry out lending and main credit activities of the specialized financial company.
c) Purchase, sale of central bank bills, deposit certificates issued by credit organizations and foreign bank branches operating domestically, government debt instruments, guaranteed government bonds, local government bonds;
d) Foreign exchange trading, provision of foreign exchange services;
đ) Banking activity advisory services and other business activities as specified in the License;
e) For factoring financial companies, related services to factoring may be carried out;
g) Issuing bonds to raise funds from organizations;
h) Insurance agency in accordance with the law on insurance business, consistent with the scope of insurance agency activities as stipulated by the Governor of the State Bank of Vietnam.
16. Other business activities related to banking operations (only permitted when there are legal provisions);
Article 5. During its operation, the Financial Company...(*) must comply with Vietnamese laws.
Article 6. This License becomes effective from the date of signature.
Article 7. The License for Establishing and Operating the Financial Company... (*) is made in five (05) original copies: one (01) copy issued to the Financial Company... (*); one (01) copy sent to the Provincial Business Registration Authority; three (03) copies retained at the State Bank of Vietnam (one (01) copy retained at the Office of the State Bank of Vietnam, one (01) copy retained at the State Bank branch, one (01) copy retained in the file for issuing the License for Establishing and Operating the Financial Company...(*)).
| Place of Receipt: | GOVERNOR |
(*) Name of the proposed financial company;
(***) Based on the content of the proposed activities recorded in the application for establishment to specify accordingly;
Annex No. 03
MODEL OF LICENSE FOR ESTABLISHMENT AND OPERATIONS OF CONSUMER FINANCIAL COMPANIES
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
| STATE BANK OF VIETNAM | SOCIALIST REPUBLIC OF VIET NAM |
| Number: /GP-NHNN | Hanoi, on ... day ... month ... |
LICENSE
ESTABLISHMENT AND OPERATIONS OF CONSUMER FINANCIAL COMPANY ... (*)
GOVERNOR OF THE STATE BANK OF VIETNAM
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;
Pursuant to Decree No. 102/2022/ND-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;
Pursuant to Decree No. 162/2024/NĐ-CP dated December 20, 2024, issued by the Government, stipulating conditions for issuing licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated ... the ... year 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions;
Considering the application for issuance of a License for establishing and operating the Financial Company... (*) and the attached documents;
At the proposal of the Head of the Unit responsible for processing the License application.
DECISION:
Article 1. Permission is granted to establish the Financial Company... (*) as follows:
1. Name of the financial company:
- Full name in Vietnamese: …;
- Abbreviation in Vietnamese (if any): ...;
- Full name in English: …;
- Abbreviation in English (if any): ...;
- Trading name (if any): …
3. Legal representative's name: …
Article 2. The charter capital of the Financial Company... (*) is ...(in words ...)
Article 3. The term of operation of the Financial Company... (*) is …year.
Article 4. Scope of Activities (**)
The Financial Company... (*) shall carry out the activities of consumer financial companies in accordance with the laws and regulations of the State Bank of Vietnam, including the following activities:
1. Accepting demand deposits and time deposits from organizations.
2. Issuing deposit certificates to raise funds from organizations.
3. Lending.
4. Discounting and rediscounting.
5. Issuing credit cards.
6. Other forms of credit provision as prescribed by the Governor of the State Bank of Vietnam (only permitted when there is a legal provision).
7. Borrowing from the State Bank in the form of refinancing.
8. Buying and selling securities with the State Bank.
9. Lending, borrowing, depositing, and receiving deposits, buying and selling securities with financial institutions and foreign bank branches according to the Governor's regulations of the State Bank of Vietnam.
10. Borrowing abroad according to the law.
11. Opening accounts at the State Bank.
12. Opening settlement accounts at commercial banks and foreign bank branches.
13. Opening accounts at foreign banks in accordance with the laws on foreign exchange (for financial companies authorized to conduct credit card issuance activities);
14. Opening deposit accounts and loan management accounts for customers;
15. Contributing capital, purchasing shares in accordance with the laws and guidelines of the State Bank of Vietnam;
16. Other business activities:
a) Accepting entrusted capital to implement permitted credit activities;
b) Entrusting capital to other financial institutions to carry out lending and main credit activities of the specialized financial company.
c) Purchase, sale of central bank bills, deposit certificates issued by credit organizations and foreign bank branches operating domestically, government debt instruments, guaranteed government bonds, local government bonds;
d) Foreign exchange trading, provision of foreign exchange services;
đ) Banking activity advisory services and other business activities as specified in the License;
e) Issuing bonds to raise funds from organizations;
g) Insurance agency in accordance with the laws on insurance business, consistent with the scope of insurance agency activities as prescribed by the Governor of the State Bank of Vietnam;
17. Other business activities related to banking operations (only permitted when there are legal provisions);
Article 5. During its operation, the Financial Company...(*) must comply with Vietnamese laws.
Article 6. This License becomes effective from the date of signature.
Article 7. The License for Establishing and Operating the Financial Company... (*) shall be established in five (05) original copies: one (01) copy issued to the Financial Company ... (*); one (01) copy sent to the Provincial Business Registration Authority; three (03) copies retained at the State Bank of Vietnam (one (01) copy retained at the Office of the State Bank of Vietnam, one (01) copy retained at the State Bank branch, one (01) copy retained in the file for issuing the License for Establishing and Operating the Financial Company... (*).
| Place of Receipt: | GOVERNOR |
(*) Name of the proposed financial company;
(***) Based on the content of the proposed activities recorded in the application for establishment to specify accordingly;
Annex No. 04
MODEL OF LICENSE FOR ESTABLISHMENT AND OPERATIONS OF LEASING FINANCIAL COMPANIES
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
| STATE BANK OF VIETNAM | SOCIALIST REPUBLIC OF VIET NAM |
| Number: /GP-NHNN | Hanoi, on ... day ... month ... |
LICENSE
ESTABLISHMENT AND OPERATIONS OF LEASING FINANCIAL COMPANY ...(*)
GOVERNOR OF THE STATE BANK OF VIETNAM
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;
Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;
Pursuant to Decree No. 162/2024/NĐ-CP dated December 20, 2024, issued by the Government, stipulating conditions for issuing licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated ... the ... year 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions;
Upon reviewing the application for issuance of the License for establishment and operation of the Leasing Financial Company ...(*) and the attached documents;
At the proposal of the Head of the Unit responsible for processing the License application.
DECISION:
Article 1. Permission to establish the Leasing Financial Company ... (*) as follows:
1. Name of the Leasing Financial Company:
- Full name in Vietnamese: …;
- Abbreviation in Vietnamese (if any): ...;
- Full name in English: …;
- Abbreviation in English (if any): ...;
- Trading name (if any): …
3. Legal representative's name: …
Article 2. Charter capital of the Leasing Financial Company ... (*) is …(in words: …)
Article 3. Term of operation of the Leasing Financial Company ... (*) is …year.
Article 4. Scope of Activities (**)
The Leasing Financial Company ...(*) shall carry out the activities of leasing financial companies in accordance with the laws and regulations of the State Bank of Vietnam, including the following activities:
1. Accepting demand deposits and time deposits from organizations.
2. Issuing deposit certificates to raise funds from organizations.
3. Lending.
4. Purchasing and reselling under financial leasing arrangements;
5. Financial leasing;
6. Other forms of credit provision as prescribed by the Governor of the State Bank of Vietnam (only permitted when there is a legal provision).
7. Borrowing from the State Bank in the form of refinancing.
8. Buying and selling securities with the State Bank.
9. Lending, borrowing, depositing, and receiving deposits, buying and selling securities with financial institutions and foreign bank branches according to the Governor's regulations of the State Bank of Vietnam.
10. Borrowing abroad according to the law.
11. Opening accounts at the State Bank.
12. Opening settlement accounts at commercial banks and foreign bank branches.
13. Opening deposit accounts and loan management accounts for customers.
14. Contributing capital and purchasing shares in accordance with the law and guidelines of the State Bank.
15. Other business activities:
a) Accepting entrusted capital to implement permitted credit activities;
b) Entrusting capital to other financial institutions to carry out lending and main credit activities of the specialized financial company.
c) Purchase, sale of central bank bills, deposit certificates issued by credit organizations and foreign bank branches operating domestically, government debt instruments, guaranteed government bonds, local government bonds;
d) Foreign exchange trading, provision of foreign exchange services;
đ) Banking activity advisory services and other business activities as specified in the License;
e) Operating lease when meeting the conditions stipulated by law;
g) Issuing bonds to raise funds from organizations;
h) Insurance agency in accordance with the law on insurance business, consistent with the scope of insurance agency activities as stipulated by the Governor of the State Bank of Vietnam.
16. Selling receivables from financial leasing contracts to organizations and individuals in accordance with the guidelines of the State Bank of Vietnam;
17. Other business activities related to banking operations (only permitted when there are legal provisions);
Article 5. During its operation, the Leasing Financial Company ...(*) must comply with Vietnamese laws.
Article 6. This License becomes effective from the date of signature.
Article 7. License for establishment and operation of the Leasing Financial Company ...(*) shall be established in five (05) original copies: one (01) copy issued to the Leasing Financial Company ... (*); one (01) copy sent to the provincial Business Registration Authority; three (03) copies retained at the State Bank of Vietnam (one (01) copy retained at the Office of the State Bank of Vietnam, one (01) copy retained at the State Bank of Vietnam branch, one (01) copy retained in the file for issuance of the License for establishment and operation of the Leasing Financial Company ... (*)).
| Place of Receipt: | GOVERNOR |
(*) Name of the proposed financial company;
(***) Based on the content of the proposed activities recorded in the application for establishment to specify accordingly;
Appendix No. 05
MODEL APPLICATION FOR ISSUANCE OF LICENSE FOR ESTABLISHMENT AND OPERATIONS OF NON-BANK FINANCIAL INSTITUTIONS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------
..., day ... month ... year ...
APPLICATION FOR ISSUANCE OF LICENSE FOR ESTABLISHMENT AND OPERATIONS OF THE COMPANY ...(*)
Respectfully submitted to: Governor of the State Bank of Vietnam
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;
Pursuant to Decree No. 162/2024/NĐ-CP dated December 20, 2024, issued by the Government, stipulating conditions for issuing licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated ... day ... month ... year 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions;
Pursuant to the Minutes of the Founding Meeting on ... month ... year ...
The founding shareholders, founding members of the Company ... (*) on behalf of the shareholders (members) contributing capital to establish or the owner of the Company ...(*) request the Governor of the State Bank of Vietnam to consider issuing a license for the establishment and operation of non-bank financial institutions with the following contents:
1. Legal form:
2. Name of the non-bank financial institution:
- Full name in Vietnamese
- Abbreviation in Vietnamese (if applicable)
- Full name in English
- Abbreviation in English (if applicable)
- Trading name (if applicable)
3. Province/City where the main office is expected to be located:
4. Content of activities:
5. Term of operation:
6. Charter capital:... Vietnamese dong (in words...), of which the contribution ratio of the founding shareholders (members) is as follows:
| Serial number | Name of organization or individual | Currency Exchange Agent No. 3 | License number for establishment or registration certificate number or equivalent document, passport number, personal identification number | Value of capital contribution | Contribution ratio |
| 1 | Company A |
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| 2 | Nguyen Van B |
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| 3 |
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7. List of proposed persons to be elected/appointed as members of the Board of Directors, Board of Members, Supervisory Board members, and General Director (Director) of the non-bank financial institution (specify full name and positions requested for approval for each member);
We hereby commit:
- Shall be responsible before the law for the accuracy, completeness, and truthfulness of the content in the application and supporting documents;
- Shall comply with the registration requirements for commencement of operations and public announcement of information as prescribed by law;
- Shall strictly adhere to all legal provisions, regulations of the State Bank of Vietnam, and the Articles of Association of the non-bank financial institution;
Founding shareholders, founding members, owners of the Company...(*)
(Founding shareholders who are individuals sign and provide their full name, founding shareholders, founding members, owners who are organizations are signed by the legal representative, stamped, and provide their full name);
(*) Name of the non-bank financial institution proposed for establishment
Appendix No. 06
MODEL SELF-DISCLOSED CURRICULUM VITAE
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
---------------
CURRICULUM VITAE
| 1. Personal Information - Full name: - Date of Birth: - Place of Birth: |
Passport photo (4 x 6)
|
- Personal identification number, current place of residence (if different from the 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
Name of school; name of city, country where the main office of the school is located; name of course; duration of study; list of certificates (list degrees and training programs related to the standards and conditions for the position being elected or appointed)
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 commercial banks and other organizations.
- Workplace unit; position; main responsibilities (list workplace units and titles 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 a founding shareholder, person expected to be elected or appointed as a manager, director, or other positions of non-bank credit institutions):
Declare relationships with related parties.
6. Information about prohibition from holding positions, establishing, and managing enterprises, cooperatives (for cases where the criminal record certificate or equivalent document issued by foreign authorities does not provide this information).
7. I, ..., hereby commit that the declarations above are true. I will bear full responsibility for any information that is not true in this declaration.
|
| ..., date... month... year...
|
* The signature must be certified according to the provisions of the law.
Appendix No. 07
LIST OF FOUNDING SHAREHOLDERS (MEMBERS) AND CONTRIBUTING SHAREHOLDERS TO ESTABLISH NON-BANK CREDIT INSTITUTIONS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
| Serial number (1) | Name of shareholder, contributing member (2) | Currency Exchange Agent No. 3 (3) | Business Registration Certificate number or equivalent document, or personal identification number, passport number (4) | Value of capital contribution (5) | Number of shares (6) | Type of shares (7) | Contribution ratio (8) |
| I. Founding shareholders (members): | |||||||
| Organization | |||||||
| 1 | Company A |
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| Individual | |||||||
| 3 | Nguyen Van A |
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| II. Contributing shareholders (members) to establish: | |||||||
| Organization | |||||||
| 5 | Company B |
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| 6 |
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| Individual | |||||||
| 7 | Nguyen Van B |
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Appendix No. 08
APPLICATION FOR PURCHASE OF SHARES BY INDIVIDUALS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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..., day ... month ... year ...
APPLICATION FOR PURCHASE OF SHARES
To: Preparatory Board for Establishing Company...(*)
1. Individual Applying to Purchase Shares:
- Full name (written in capital letters)
- Date of Birth:
- Personal identification number; issuing authority, date of issue, issuing agency (for Vietnamese citizens):
- Passport number, issuing authority, date of issue, issuing agency; nationality; current residential address (for non-Vietnamese citizens):
- 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, enterprise where the individual has contributed capital:
- Amount of capital contributed and ownership ratio compared to total charter capital of the credit institution, enterprise.
4. Commitment:
After studying the Articles of Association of Company... (*) and relevant laws, I commit:
a) To purchase the required number of shares and contribute capital within the registered timeframe;
b) Not to use raised funds, loans from credit institutions, foreign bank branches, or other organizations and individuals to contribute capital; to bear legal responsibility for the legality of the source of capital for establishing a non-bank credit institution;
c) To comply with the provisions of the Articles of Association of Company...(*)internal regulations of Company... (*) and relevant laws;
d) To fully take responsibility for the truthfulness, completeness, and accuracy of the accompanying documents.
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| Shareholder Applicant
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(*) Name of proposed non-bank credit institution
Appendix No. 09
APPLICATION FOR PURCHASE OF SHARES BY ORGANIZATIONS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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..., day ... month ... year ...
APPLICATION FOR PURCHASE OF SHARES
To: Preparatory Board for Establishing Company...(*)
1. Organization applying to purchase shares:
- Full name of organization (written in capital letters)
- Establishment Permit number or Business Registration Certificate number or equivalent document issued by ... on ... day ... month ... year ...:
- Telephone number: Fax number:
- Main office address:
- Telephone number: ... Fax number: ...
2. Legal representative:
- Full name:
- Date of Birth:
- Position held at the organization:
- Personal identification number; issuing authority, date of issue, issuing agency (for Vietnamese citizens):
- Passport number, issuing authority, date of issue, issuing agency, nationality; current residential address (for non-Vietnamese citizens):
3. Person designated to represent the organization's shareholding interest in Company...(*):
- Full name:
- Date of Birth:
- Current workplace and position:
- Relationship with the organization (in case not working for the organization):
- Personal identification number, issuing authority, date of issue, issuing agency (for Vietnamese citizens):
- Passport number, issuing authority, date of issue, issuing agency, nationality; current residential address (for non-Vietnamese citizens):
4. Content of Share Purchase Registration:
- Number of shares registered for purchase:
- 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, enterprise where the organization has contributed capital:
- Amount of capital contributed and purchased shares and ownership ratio compared to total charter capital of the credit institution, enterprise.
6. Commitments:
After studying the Articles of Association of Company... (*) and relevant laws, (name of organization applying to purchase shares) commits:
a) To purchase the required number of shares and contribute capital within the registered timeframe;
b) Not to use raised funds, loans from other organizations and individuals to contribute capital, not to use funds from corporate bond issuance to contribute capital; not to contribute capital under the name of another individual or legal entity in any form; to bear legal responsibility for the legality of the source of capital for establishing a non-bank credit institution;
c) Not to have been convicted of crimes stipulated in the Penal Code in the two years immediately preceding the submission of the application;
d) To comply with the provisions of the Articles of Association of Company... (*) internal regulations of Company... (*) and relevant laws;
e) To fully take responsibility for the truthfulness, completeness, and accuracy of the accompanying documents.
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| Legal Representative of the Organization
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(*) Name of proposed non-bank credit institution
Appendix No. 10
DECLARATION OF RELATED PERSONS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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DECLARATION OF RELATED PERSONS
1. Information of declarant
2. Related party
| Serial number | Related person | Relationship with declarant | Has participated in capital contribution to credit institutions | Ratio of charter capital contribution to establish Company...(*) | |
| Name, address of credit institution | Credit institution's charter capital contribution ratio (%) |
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| (1) | (2) | (3) | (4) | (5) | (6) |
| 1 | Nguyen Van A | Declaration Maker |
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| 2 | Nguyen Thi B |
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| 3 | Company X |
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| Total |
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| % (details for each credit institution) |
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I commit that the above declaration is true. If there is any untruthfulness, I will bear full responsibility under the law.
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GUIDELINES FOR COMPLETING THE DECLARATION FORM
1. For the declaration of information of the declarant: Declaration of information of shareholders contributing capital, owners, members contributing capital to establish non-bank credit institutions.
a) For individuals, declare the following contents:
- Full name;
- Common name;
- Date of birth;
- Personal identification number; issuing authority, date of issue, issuing agency (for Vietnamese citizens);
- Passport number, place of issuance, date of issuance, issuing authority; current address (for those without Vietnamese nationality);
- Elected or appointed position at the proposed non-bank financial institution;
b) For organizations, declare the following contents:
- Name of organization;
- Address;
- License number for establishment or Business Registration Certificate number or equivalent document, place of issuance, date of issuance, issuing authority.
2. For the declaration section of Related Parties
2.1. Column (3): Based on the actual relationship of related parties listed in column (2) according to specific cases stipulated in the Law on Credit Institutions and relevant regulations, fill in column (3).
2.2. Column (4): Clearly state the names and addresses of credit institutions that have participated in capital contribution.
2.3. Column (5): Specifically record the shareholding ratio or the proportion of charter capital contributed by credit institutions at the time of registration for participation in capital contribution to establish the Company... (*)
2.4. Column (6): Specifically record the registered capital contribution ratio, participating in capital contribution to establish the Company... (*) based on Appendix No. 08, Appendix No. 09 of this Circular.
2.5. For the declaration section at (7): If it is an organization, the person signing the declaration must be the legal representative of the organization and affix the seal.
Appendix No. 11
DECLARATION OF INFORMATION ON THE HISTORY OF CREDIT RELATIONSHIP OF INDIVIDUALS CONTRIBUTING CAPITAL TO ESTABLISH NON-BANK FINANCIAL INSTITUTIONS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
DECLARATION OF INFORMATION ON THE HISTORY OF CREDIT RELATIONSHIP OF INDIVIDUALS
1. Full name:
2. Date of birth:
3. Personal identification number or passport number:
4. Bank account number:
5. Occupation, business field:
6. Information about the history of credit relationship
- Credit balance at credit institutions, foreign bank branches at the time of declaration:
- Address:
- License number for establishment or Business Registration Certificate number or equivalent document, place of issuance, date of issuance, issuing authority:
- Deposits at credit institutions or foreign bank branches up to the declaration date:
- Outstanding loans at credit institutions or foreign bank branches up to the declaration date:
- Overdue balance at the most recent point in time:
+ Status of non-performing loan resolution
+ Time period: Month/year
+ Status of bad debt resolution (Clearly state how it has been resolved up to the declaration date):
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| ..., day... month... year ...
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Appendix No. 12
DECLARATION OF INFORMATION ON THE HISTORY OF CREDIT RELATIONSHIP OF ORGANIZATIONS CONTRIBUTING CAPITAL TO ESTABLISH NON-BANK FINANCIAL INSTITUTIONS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
DECLARATION OF INFORMATION ON THE HISTORY OF CREDIT RELATIONSHIP OF ORGANIZATIONS
- Full name:
2. Tax code:
3. Business field:
4. Information about the history of credit relationship
- Credit balance at credit institutions, foreign bank branches at the time of declaration:
- Address:
- License number for establishment or Business Registration Certificate number or equivalent document, place of issuance, date of issuance, issuing authority:
- Deposits at credit institutions or foreign bank branches up to the declaration date:
- Outstanding loans at credit institutions or foreign bank branches up to the declaration date:
- Overdue balance at the most recent point in time:
+ Status of non-performing loan resolution
+ Time period: Month/year
+ Status of bad debt resolution (Clearly state how it has been resolved up to the declaration date):
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| ...day... month... year...
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APPENDIX NO. 13
REPORT ON FINANCIAL CAPACITY FOR CAPITAL CONTRIBUTION TO NON-BANK FINANCIAL INSTITUTIONS BY NON-BANKING ORGANIZATIONS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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To: (1) …
1. Information about the organization:
- Name of organization (full and official name, in uppercase letters)
- License number for establishment or Business Registration Certificate number or equivalent document, issued by ... on ... day ... month ... year ...
- Charter capital
- Revenue from services in Vietnamese dong and revenue from product sales in the domestic market
- Telephone number: ... Fax number: ...
- Legal representative:
2. Financial capacity to contribute capital to establish the Company ...(*)
- A: Shareholders' equity (2).
- B: Long-term assets (3) minus Long-term liabilities used to invest in long-term assets (4).
- C: Financial capacity to contribute capital to establish the Company …(*)
(C = A - B)
Conclusion: Adequate financial capacity to contribute capital to establish the Company ...(*) (only conclude this when C is at least equal to the committed capital contribution level of the organization)
Note:
- (1): Sent to the preparatory board.
- (2), (3), (4): Taken from the latest audited financial statements by an independent auditing organization with no disclaimer. In case the contributing organization is the parent company in a parent-subsidiary group, the contributing organization must submit the parent company's financial statements and consolidated financial statements as prescribed by accounting laws.
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| Legal Representative of the Organization
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Appendix No. 14
DOCUMENT COMMITTING TO FULLY PERFORM TAX AND SOCIAL INSURANCE OBLIGATIONS
(Annexed to Circular No. 57/2024/TT-NHNN dated December 24, 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions)
| NAME OF JOINT STOCK | SOCIALIST REPUBLIC OF VIET NAM |
| No.: …/… | ………, day ... month ... year … |
DOCUMENT COMMITTING TO FULLY PERFORM TAX AND SOCIAL INSURANCE OBLIGATIONS
Respectfully submitted to: Governor of the State Bank of Vietnam
Pursuant to Decree No. 162/2024/NĐ-CP dated December 20, 2024, issued by the Government, stipulating conditions for issuing licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions that are limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated ... day ... month ... year 2024 issued by the Governor of the State Bank of Vietnam on the procedures for issuing initial Licenses for non-bank financial institutions;
Name of organization:
Tax code:
Main office address:
Email/Website:
Legal representative: Position:
By this document, name of organization we commit: As of the present time, name of organization all tax and social insurance obligations have been fully performed with the competent state authorities.
Organization Name we accept full responsibility under the law for the accuracy, truthfulness, and completeness of the contents in this commitment.
Respectfully,
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| Legal representative of the organization
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| STATE BANK OF VIETNAM No.: 15/VBHN-NHNN Place of Receipt: | CERTIFIED CONSOLIDATED DOCUMENT
Hanoi, August 4, 2025
DIRECTOR |
______________________________
[1] Circular No. 12/2025/TT-NHNN dated June 30, 2025 amending and supplementing certain provisions of Circulars governing the application procedures for initial banking licenses for commercial banks, foreign bank branches, foreign representative offices, and non-bank financial institutions, promulgated as follows:
"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;
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 hereby issues the Circular amending and supplementing certain provisions of Circulars governing the application procedures for initial banking licenses for commercial banks, foreign bank branches, foreign representative offices, and non-bank financial institutions."
[2] The phrase "or submit online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available)" is added pursuant to point a, Clause 2, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025 amending and supplementing certain provisions of Circulars governing the application procedures for initial banking licenses for commercial banks, foreign bank branches, foreign representative offices, and non-bank financial institutions, effective from August 14, 2025.
[3] The phrase "or submit online through the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available)" is added pursuant to point a, Clause 2, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025 amending and supplementing certain provisions of Circulars governing the application procedures for initial banking licenses for commercial banks, foreign bank branches, foreign representative offices, and non-bank financial institutions, effective from August 14, 2025.
[4] This clause is added pursuant to Clause 1, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025 amending and supplementing certain provisions of Circulars governing the application procedures for initial banking licenses for commercial banks, foreign bank branches, foreign representative offices, and non-bank financial institutions, effective from August 14, 2025.
[5] This clause is added pursuant to Clause 1, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025 amending and supplementing certain provisions of Circulars governing the application procedures for initial banking licenses for commercial banks, foreign bank branches, foreign representative offices, and non-bank financial institutions, effective from August 14, 2025.
[6] The phrase “Nominees for election or appointment shall present an electronic Criminal Record Certificate issued on the VNeID identity verification application or submit an electronic Criminal Record Certificate in accordance with the law (containing complete information on criminal records; information on prohibition from holding positions, establishing, and managing enterprises or cooperatives)” is added pursuant to point b, Clause 2, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025, amending and supplementing certain provisions of Circulars on the application forms and procedures for issuing initial licenses for commercial banks, foreign bank branches, representative offices of foreign organizations, and non-bank financial institutions, which takes effect from August 14, 2025.
[7] The phrase “Founding shareholders shall present an electronic Criminal Record Certificate issued on the VNeID identity verification application or submit an electronic Criminal Record Certificate in accordance with the law (containing complete information on criminal records; information on prohibition from holding positions, establishing, and managing enterprises or cooperatives)” is added pursuant to point c, Clause 2, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025, amending and supplementing certain provisions of Circulars on the application forms and procedures for issuing initial licenses for commercial banks, foreign bank branches, representative offices of foreign organizations, and non-bank financial institutions, which takes effect from August 14, 2025.
[8] The phrase “Founding shareholders shall present an electronic Criminal Record Certificate issued on the VNeID identity verification application or submit an electronic Criminal Record Certificate in accordance with the law (containing complete information on criminal records; information on prohibition from holding positions, establishing, and managing enterprises or cooperatives)” is added pursuant to point d, Clause 2, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025, amending and supplementing certain provisions of Circulars on the application forms and procedures for issuing initial licenses for commercial banks, foreign bank branches, representative offices of foreign organizations, and non-bank financial institutions, which takes effect from August 14, 2025.
[9] The phrase “Legal representatives and persons appointed to represent equity contributions of Vietnamese commercial banks at non-bank financial institutions shall present an electronic Criminal Record Certificate issued on the VNeID identity verification application or submit an electronic Criminal Record Certificate in accordance with the law (containing complete information on criminal records; information on prohibition from holding positions, establishing, and managing enterprises or cooperatives)” is added pursuant to point đ, Clause 2, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025, amending and supplementing certain provisions of Circulars on the application forms and procedures for issuing initial licenses for commercial banks, foreign bank branches, representative offices of foreign organizations, and non-bank financial institutions, which takes effect from August 14, 2025.
[10] The phrase “Persons appointed to represent equity contributions of organizations at non-bank financial institutions shall present an electronic Criminal Record Certificate issued on the VNeID identity verification application or submit an electronic Criminal Record Certificate in accordance with the law (containing complete information on criminal records; information on prohibition from holding positions, establishing, and managing enterprises or cooperatives)” is added pursuant to point e, Clause 2, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025, amending and supplementing certain provisions of Circulars on the application forms and procedures for issuing initial licenses for commercial banks, foreign bank branches, representative offices of foreign organizations, and non-bank financial institutions, which takes effect from August 14, 2025.
[11] The phrase “State Bank branch where the proposed establishment of the non-bank financial institution intends to locate its headquarters” is replaced by the phrase “State Bank branch in the Areas where the proposed establishment of the non-bank financial institution intends to locate its headquarters” pursuant to Clause 3, Article 2 of Circular No. 12/2025/TT-NHNN dated June 30, 2025, amending and supplementing certain provisions of Circulars on the application forms and procedures for issuing initial licenses for commercial banks, foreign bank branches, representative offices of foreign organizations, and non-bank financial institutions, which takes effect from August 14, 2025.
[12] Article 3 and Article 4 of Circular No. 12/2025/TT-NHNN dated June 30, 2025, amending and supplementing certain provisions of Circulars governing the application forms and procedures for issuing the first License of commercial banks, foreign bank branches, foreign representative offices, non-bank credit institutions, shall take effect from August 14, 2025, and are stipulated as follows:
Article 3. Responsibilities for Implementation
The 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./.
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