Circular No. 17/2017/TT-NHNN Amending and Supplementing Certain Articles of Circular No. 40/2011/TT-NHNN dated December 15, 2011 on the Issuance of Licenses and Organization and Operation of Commercial Banks, Branches of Foreign Banks, Representative Offices of Foreign Credit Institutions, and Other Foreign Organizations Engaged in Banking Activities in Vietnam

CIRCULAR

Amending and supplementing certain articles of Circular No. 40/2011/TT-NHNN dated December 15, 2011 on the issuance of licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam.

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

||| Based on the Law on Credit Institutions dated June 16, 2010 2010;

Pursuant to Decree No. 16/2017/NĐ-CP dated February 17, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

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

The Governor of the State Bank of Vietnam issues this Circular amending and supplementing certain articles of Circular No. 40/2011/TT-NHNN dated December 15, 2011 on the issuance of licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam.

1. Clause 4, Article 13 is amended and supplemented as follows:

"4. In cases where the documents are copies that are not certified true copies or copies issued from the original book, they must be presented together with the originals for verification; the person verifying must sign to confirm the copy and bear responsibility for the accuracy of the copy compared to the original."

2. Point b, Clause 4, Article 14 is amended and supplemented as follows:

"b) Copies of certificates proving professional qualifications."

3. Adding Section 4 to Chapter II as follows:

"Section 4:"

REGULATIONS ON THE ISSUANCE OF LICENSES AND THE SUPPLEMENTATION OF OPERATIONAL CONTENT IN LICENSES

INTERFERENCE WITH LICENSES

Article 18a. Principles for the Issuance of Licenses and the Supplemental Addition of Operational Content in Licenses

The issuance of licenses and the supplemental addition of operational content in licenses shall be carried out according to the following principles:

1. The State Bank will not issue licenses for activities that commercial banks and foreign bank branches are not permitted to carry out according to the laws at the time of issuance; simultaneously, adjust the name of the permitted activity to comply with the provisions of the Law on Credit Institutions and Appendices 01a, 01b promulgated along with this Circular. The newly issued license will replace all previously issued licenses and approvals (which are integral parts of the license) granted by the State Bank to the commercial bank or foreign bank branch before the issuance of the new license.

2. For foreign exchange trading and service provision activities; gold bullion trading activities; foreign exchange, currency, and other financial asset derivative product trading and service provision activities in domestic and international markets, the supplementation of operational content in licenses shall be carried out according to specific regulations of the State Bank and other relevant laws.

3. For activities specified in Clause 24, Article 4 of the Model License for the Establishment and Operation of Commercial Banks (Appendix 01a) and Clause 23, Article 4 of the Model License for the Establishment of Foreign Bank Branches (Appendix 01b), commercial banks and foreign bank branches may carry them out after obtaining approval from the State Bank; procedures for adding these activities to the license shall be carried out according to specific regulations of the State Bank and other relevant laws.

4. In cases where commercial banks and foreign bank branches request to add operational content to their licenses concurrently with the issuance of new licenses, the State Bank will consider issuing new licenses including the added content based on the commercial banks and foreign bank branches fully complying with the requirements stipulated in Article 18c of this Circular.

Article 18b. Procedure for Requesting to Exchange License and Supplement Activities in the License

1. Commercial banks and foreign bank branches that need to exchange licenses or supplement activities in the license shall prepare documents in accordance with Article 18c of this Circular and send them through postal service or submit directly to the State Bank of Vietnam (through the Banking Inspection and Supervision Authority).

2. Within forty days from the date of receiving complete and valid documents from commercial banks and foreign bank branches, the State Bank of Vietnam will process the exchange of licenses or supplement activities in the license or exchange licenses including the supplemented activities according to the request of commercial banks and foreign bank branches. In case of refusal, the State Bank of Vietnam will respond in writing and specify the reasons.

3. After being granted the exchanged license or supplemented activities in the license by the State Bank of Vietnam, commercial banks and foreign bank branches must:

a) Complete procedures with the business registration authority regarding changes in the license in accordance with the law;

b) Announce the changes in the license on the information channels of the State Bank of Vietnam and in three consecutive issues of a daily newspaper or on a Vietnamese online news site within seven working days from the date of receiving the exchanged license or supplemented activities in the license from the State Bank of Vietnam;

c) Commercial banks must amend and supplement their Articles of Association to be consistent with the exchanged or supplemented content of the license and register with the State Bank of Vietnam in accordance with Clause 3 of Article 27 of this Circular.

Article 18c. Documents for Requesting to Exchange License and Supplement Activities in the License

1. For the case of amending the License:

a) A request for exchanging the license signed by the legitimate representative of the commercial bank or foreign bank branch, which clearly states the proposed activities. For wholly foreign-owned banks, the request must include a commitment that these activities are those permitted for the owner or the foreign bank holding fifty percent of the charter capital of the wholly foreign-owned bank at the location where the owner or the foreign bank has its headquarters. For foreign bank branches, the request must include a commitment that these activities are those permitted for the parent bank at the home country;

b) A list of current licensed activities, other approvals from the State Bank of Vietnam along with copies of the current license and these approvals.

2. For the case of supplementing the content of the License:

a) A request for supplementing activities in the license signed by the legitimate representative of the commercial bank or foreign bank branch, which clearly states the proposed supplementary activities. For wholly foreign-owned banks, the request must include a commitment that these activities are those permitted for the owner or the foreign bank holding fifty percent of the charter capital of the wholly foreign-owned bank at the location where the owner or the foreign bank has its headquarters. For foreign bank branches, the request must include a commitment that these activities are those permitted for the parent bank at the home country. For cases requesting to supplement futures contracts trading activities, the request must include a report on the bank's permission to conduct government bond trading activities;

b) A resolution of the Board of Directors (Board of Members) of the commercial bank agreeing to the request for supplementing activities in the license; a document from the parent bank signed by the legitimate representative agreeing to the request for supplementing activities in the license (for foreign bank branches);

c) Specifically, for cases requesting to supplement interest rate derivatives activities, commodity price derivatives products supply activities, and securities custody activities in the license, in addition to the documents specified in points a and b of this clause, commercial banks and foreign bank branches must have internal procedures, including risk management measures appropriate to each proposed activity to be supplemented in the license.

3. For cases simultaneously requesting to supplement activities in the license and exchange the license:

a) A request for supplementing activities in the license and exchanging the license signed by the legitimate representative of the commercial bank or foreign bank branch, which includes the contents stipulated in point a of Clause 1 and point a of Clause 2 of this Article;

b) The documents stipulated in point b of Clause 1 and points b and c of Clause 2 of this Article.”

4. Article 36 is amended and supplemented as follows:

a) Point a Clause 1 is amended and supplemented as follows:

“a) The Appraisal Council shall be decided by the Governor of the State Bank of Vietnam, consisting of: the Governor or a Deputy Governor (authorized by the Governor) as Chairperson, and members being the heads of units specified in Clauses 2, 3, 4, 5, 6, 7, 8, and 10 of this Article;”

b) Points g and h are added to Clause 2 as follows:

“g) To act as the focal point for receiving, appraising, and submitting to the Governor of the State Bank of Vietnam the application files for renewal of Licenses and addition of business contents to Licenses of commercial banks and foreign bank branches;

h) To issue documents along with the application files seeking opinions from relevant units within the State Bank of Vietnam regarding the application for adding business contents to Licenses concerning derivative interest rate activities, provision of derivative commodity price products, and securities custody activities.”

c) Clauses 10 and 11 are added to Article 36 as follows:

“10. Department of Foreign Exchange Management:

a) Within thirty days from the date of receipt of the document from the Banking Inspection and Supervision Authority, the Department of Foreign Exchange Management shall appraise the application file for issuance of License and send a document to the Banking Inspection and Supervision Authority;

b) To provide comments on issues related to foreign exchange activities of commercial banks and foreign bank branches.

11. Within a maximum period of ten days from the date of receipt of the document from the Banking Inspection and Supervision Authority regarding the application for adding business contents to Licenses concerning derivative interest rate activities, provision of derivative commodity price products, and securities custody activities, relevant units within the State Bank of Vietnam must provide specific comments in writing and clearly state their agreement or disagreement with the application file of commercial banks and foreign bank branches.”

Article 2. Replace Appendix 01 promulgated together with Circular No. 40/2011/TT-NHNN dated December 15, 2011, which stipulates the issuance of Licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam, with Appendix 01 promulgated together with this Circular, including: Appendix 01a (Sample License for Establishment and Operation of Commercial Banks), Appendix 01b (Sample License for Establishment of Foreign Bank Branches), and Appendix 01c (Sample License for Establishment of Representative Offices).

This Circular takes effect from December 25, 2025/.

The Director of the Office, the Head of the Banking Inspection and Supervision Authority, the Heads of Units under the State Bank of Vietnam, the Governors of the State Bank of Vietnam Branches in provinces and cities, the Chairpersons of the Boards of Directors, the Chairpersons of the Boards of Members, and the General Managers (Directors) of commercial banks and General Managers (Directors) of foreign bank branches are responsible for organizing the implementation of this Circular.

Article 4. Effective date

1. This Circular takes effect from January 5, 2018.

2. Repeal Circular No. 08/2015/TT-NHNN dated June 30, 2015, amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN.

APPENDIX 01

ON THE LICENSE FORMS

(Issued together with Circular No. 17/2017/TT-NHNN dated November 20, 2017, amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN dated December 15, 2011, stipulating the issuance of Licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam)

Appendix 01a - Sample License for Establishment and Operation of Commercial Banks

Appendix 01b - Sample License for Establishment of Foreign Bank Branches

Appendix 01c - Sample License for Establishment of Representative Offices

APPENDIX 01a

SAMPLE LICENSE FOR ESTABLISHMENT AND OPERATION OF COMMERCIAL BANKS

LICENSE

ESTABLISHMENT AND OPERATION OF BANK (type…)

GOVERNOR OF THE STATE BANK OF VIETNAM

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

No. 06/2013/UBTVQH13 dated March 18, 2013;

Pursuant to Decree No. 16/2017/NĐ-CP dated February 17, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

On the basis of Circular No. 40/2011/TT-NHNN dated December 15, 2011, stipulating the issuance of Licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam, and Circular No. …amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN;

Considering the application for issuance of License for establishment and operation (Commercial Bank, Joint Venture Bank, 100% Foreign Capital Bank) …and attached documents (for new License issuance cases)/Considering the application for renewal of License for establishment and operation (Commercial Bank, Joint Venture Bank, 100% Foreign Capital Bank) …and attached documents (for License renewal cases);

On the basis of the Minutes of the Appraisal Council meeting on issuing License for establishment and operation of Bank …on …(for new License issuance cases);

At the proposal of the Director of the Inspectorate and Supervision Department,

DECISION:

Article 1. Permitting the establishment (Commercial Bank, Joint Venture Bank, 100% Foreign Capital Bank) …as follows: (for new License issuance cases)/renewing License for establishment and operation No. …dated …to Bank …as follows (for License renewal cases):

1. Name of Bank:

- Full name in Vietnamese: …;

- Full name in English: …;

- Trading name (or abbreviation): …

2. Main office address:…

Article 2. Charter capital of Bank …is …(in words: …)

Article 3. Duration of operation of Bank …is …years (for new License issuance cases)/Duration of operation of Bank ...is …years (the duration of operation prescribed in the previous License issued by the State Bank of Vietnam) from …(the effective date of the previous License issued by the State Bank of Vietnam) (for License renewal cases).

Article 4. Content of Activities

The Bank ... shall carry out commercial bank activities in accordance with the provisions of the law and the State Bank of Vietnam, including the following activities:

1. Accepting demand deposits, term deposits, savings deposits, and other types of deposits.

2. Providing credit in the following forms:

a) Lending;

b) Discounting, rediscounting negotiable instruments and other securities;

c) Bank guarantees;

d) Issuing credit cards;

đ) Domestic factoring;

3. Opening settlement accounts for customers.

4. Providing domestic payment services:

a. Providing payment instruments;

b. Implementing check, payment order, mandate payment, collection, mandate receipt, letter of credit, bank card, agency collection, and agency payment services.

5. Opening accounts:

a) Opening an account at the State Bank of Vietnam;

b) Opening an account at another credit organization, foreign bank branch.

6. Organizing internal payments, participating in the national inter-bank payment system.

7. Cash management services, banking and financial advisory services, asset management and safekeeping services, safe and vault rental services.

8. Financial advisory services for enterprises, mergers and acquisitions advisory services, investment advisory services.

9. Participating in bidding, buying and selling treasury bills, transferable securities, government bonds, central bank bills, and other negotiable instruments on the money market.

10. Buying and selling government bonds, corporate bonds.

11. Foreign exchange brokerage services.

12. Issuing deposit certificates, promissory notes, bills, bonds to raise capital in accordance with the Law on Credit Organizations, Securities Law, Government regulations, and guidelines of the State Bank of Vietnam.

13. Borrowing from the State Bank through refinancing in accordance with the Law on the State Bank of Vietnam and guidelines of the State Bank of Vietnam.

14. Borrowing and lending, depositing and receiving deposits from credit organizations, foreign bank branches, domestic and foreign financial institutions in accordance with the law and guidelines of the State Bank of Vietnam.

15. Contributing capital and purchasing shares in accordance with the law and guidelines of the State Bank of Vietnam.

16. Entrusting and accepting entrustment, acting as agent in areas related to banking operations, insurance business, asset management in accordance with the law and guidelines of the State Bank of Vietnam.

17. Trading and providing foreign exchange services in the domestic and international markets within the scope prescribed by the State Bank of Vietnam.

18. Trading and providing derivative products about exchange rates, interest rates, foreign exchange, currency, and other financial assets in the domestic and international markets.

19. Securities custody.

20. Gold trading.

21. Electronic wallets.

22. Providing commodity price derivatives products.

23. Investing in government bond futures contracts.

24. Other activities (after being approved by the State Bank of Vietnam).

Article 5. During its operation, the Bank ... must comply with Vietnamese laws.

Article 6. This license becomes effective from the date of issuance (for new establishment cases)/This license becomes effective from the date of issuance and replaces the previous Banking Establishment and Operation License number ..., dated ..., along with relevant approval documents for amending and supplementing the license (for renewal cases).

Article 7. The Banking Establishment and Operation License for the Bank .../Renewed Banking Establishment and Operation License for the Bank ... is made in five (05) original copies: one (01) copy issued to the Bank .../Bank... Branch...; one (01) copy for business registration; three (03) copies retained at the State Bank of Vietnam (one copy retained at the State Bank of Vietnam Office, one copy retained at the State Bank of Vietnam Branch..., one copy retained in the file for issuing the Banking Establishment and Operation License/renewed Banking Establishment and Operation License...).

ANNEX 01b

MODEL OF LICENSE FOR ESTABLISHING FOREIGN BANK BRANCHES

 

LICENSE

ESTABLISHMENT OF FOREIGN BANK BRANCHES

GOVERNOR OF THE STATE BANK OF VIETNAM

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

No. 06/2013/UBTVQH13 dated March 18, 2013;

Pursuant to Decree No. 16/2017/NĐ-CP dated February 17, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

On the basis of Circular No. 40/2011/TT-NHNN dated December 15, 2011, stipulating the issuance of Licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam, and Circular No. …amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN;

Considering the application for a license to establish a foreign bank branch of Bank ... and attached documents (for new establishment cases)/Considering the application for renewing a license to establish a foreign bank branch of Bank ... and attached documents (for renewal cases);

Based on the Minutes of the Meeting of the Licensing Committee for Establishing Foreign Bank Branches of Bank ... on ... (for new establishment cases);

At the proposal of the Director of the Inspectorate and Supervision Department,

DECISION:

Article 1. Permitting Bank ..., nationality ..., with headquarters at ..., to establish a branch in ..., Socialist Republic of Vietnam as follows (for new establishment cases)/renewing the license to establish a foreign bank branch number ... on ... for Bank ... as follows (for renewal cases):

1. Branch name:

- Full name in Vietnamese: …;

- Full name in English: …;

- Trading name (or abbreviation): …

2. Head office address: …

Article 2. The authorized capital of Bank... - Branch ... is ...(in words: ...).

Article 3. The operating period of Bank Branch ... is ... years (for new establishment cases)/The operating period of Bank... - Branch ... is ... years (as specified in the previous license issued by the State Bank) from ... (the effective date of the previous license issued by the State Bank) (for renewal cases).

Article 4. Content of Activities

Bank ... - Branch... shall carry out commercial bank activities in accordance with the provisions of the law and the State Bank of Vietnam, including the following activities:

1. Accepting demand deposits, term deposits, savings deposits, and other types of deposits,

2. Providing credit in the following forms:

a) Lending;

b) Discounting, rediscounting negotiable instruments and other securities;

c) Bank guarantees;

d) Issuing credit cards;

đ) Domestic factoring;

3. Opening settlement accounts for customers.

4. Providing domestic payment services:

a. Providing payment instruments;

b. Implementing check, payment order, mandate payment, collection, mandate receipt, letter of credit, bank card, agency collection, and agency payment services.

5. Opening accounts:

a) Opening an account at the State Bank of Vietnam;

b) Opening an account at another credit organization, foreign bank branch.

6. Organizing internal payments, participating in the national inter-bank payment system.

7. Cash management services, banking and financial advisory services, asset management and safekeeping services, safe and vault rental services.

8. Financial advisory services for enterprises, mergers and acquisitions advisory services, investment advisory services.

9. Participating in bidding, buying and selling treasury bills, transferable securities, government bonds, central bank bills, and other negotiable instruments on the money market.

10. Buying and selling government bonds, corporate bonds.

11. Foreign exchange brokerage services.

12. Issuing deposit certificates, promissory notes, bills, bonds to raise capital in accordance with the Law on Credit Organizations, Securities Law, Government regulations, and guidelines of the State Bank of Vietnam.

13. Borrowing from the State Bank through refinancing in accordance with the Law on the State Bank of Vietnam and guidelines of the State Bank of Vietnam.

14. Borrowing and lending, depositing and receiving deposits from credit organizations, foreign bank branches, domestic and foreign financial institutions in accordance with the law and guidelines of the State Bank of Vietnam.

15. Entrusting and accepting entrustment, acting as agent in areas related to banking operations, insurance business, asset management in accordance with the law and guidelines of the State Bank of Vietnam.

16. Trading and providing foreign exchange services in the domestic and international markets within the scope prescribed by the State Bank of Vietnam.

17. Engaging in and supplying derivative products related to exchange rates, interest rates, foreign exchange, currencies, and other financial assets in the domestic market and international markets.

18. Securities custody.

19. Bullion trading.

20. Electronic wallets.

21. Supplying derivative products related to commodity prices.

22. Investing in government bond futures contracts.

23. Other activities (subject to approval by the State Bank of Vietnam).

Article 5. During its operations, the Branch of the Bank must comply with Vietnamese laws.

Article 6. This License shall take effect from the date of issuance (in the case of issuing a new License)/This License shall take effect from the date of issuance and replace the License for establishing a foreign bank branch number ... dated ..., along with related approval documents concerning amendments and supplements to the License (in the case of renewing the License).

Article 7. The License for establishing the Bank... - Branch.../The renewed License for the Bank... - Branch... shall be issued in five (05) original copies: one (01) copy to be issued to the Bank... - Branch...; one (01) copy for business registration; three (03) copies to be kept at the State Bank of Vietnam (one copy to be kept at the Office of the State Bank of Vietnam, one copy to be kept at the State Bank Branch..., one copy to be kept in the file for issuing the License for establishing the Bank... - Branch.../the file for renewing the License for establishing the Branch...).

ANNEX 01c

SAMPLE OF LICENSE FOR ESTABLISHING A REPRESENTATIVE OFFICE

 

LICENSE

ESTABLISHING A REPRESENTATIVE OFFICE

GOVERNOR OF THE STATE BANK OF VIETNAM

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

No. 06/2013/UBTVQH13 dated March 18, 2013;

Pursuant to Decree No. 16/2017/NĐ-CP dated February 17, 2017 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

On the basis of Circular No. 40/2011/TT-NHNN dated December 15, 2011, stipulating the issuance of Licenses and organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam, and Circular No. …amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN;

Upon reviewing the application for a License to establish a representative office submitted by ... (name of foreign credit institution, other foreign organization engaged in banking activities) and the accompanying documents,

At the proposal of the Director of the Inspectorate and Supervision Department,

DECISION:

Article 1. Permission is hereby granted to ... (name of foreign credit institution, other foreign organization engaged in banking activities), nationality ..., headquartered in (city name, country), to establish a representative office in (province/city directly under the Central Government), Vietnam, as follows:

1. Name of the representative office:

- Full name in Vietnamese:

- Full name in English:

2. Location of the representative office headquarters:

Article 2. Duration of operation:

Article 3. Scope of activities:

Activities... (list the proposed activities and those approved in accordance with Article 125 of the Law on Credit Institutions);

Article 4. During its operations, the Representative Office of... (name of foreign credit institution, other foreign organization engaged in banking activities) - ...(name of province/city directly under the Central Government) must comply with Vietnamese laws.

Article 5. This License shall take effect from the date of issuance.

Article 6. The License for establishing the Representative Office of... (name of foreign credit institution, other foreign organization engaged in banking activities) - ...(name of province/city directly under the Central Government) shall be issued in five (05) original copies: one copy to be issued to... (name of foreign credit institution, other foreign organization engaged in banking activities); one copy for registration of activities; three (03) copies to be kept at the State Bank of Vietnam (one copy to be kept at the Office of the State Bank of Vietnam, one copy to be kept at the State Bank Branch..., one copy to be kept in the file for issuing the License for establishing the Representative Office of... (name of foreign credit institution, other foreign organization engaged in banking activities) - ... (name of province/city directly under the Central Government).