Circular No. 21/2013/TT-NHNN on the network operation of commercial banks

CIRCULAR

Article 24Regulations on the network of operations of commercial banks

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Pursuant to the Law on the State Bank of Vietnam No.No. 46/2010/QH12 dated June 16,June 2024;art. 6 year 2010;

Based on the Law on Credit Institutions No. 47/2010/QH12 dated November 16,June 2024;art. 6 year 2010;

Pursuant to the Enterprise LawNo. 60/2005/QH11 dated December 29,June 2024;of the Minister of Planning and Investment

Pursuant to DecreeNo. 96/2008/NĐ-CP dated August 26, 2008 of the Government stipulating functions, tasks, regulationsonThe Director of the Office, Heads of Payment Department, Heads of units under the State Bank of Vietnam; credit institutions, foreign bank branches, payment switching organizations, electronic transaction settlement organizations are responsible for implementing this Circular.of the Government stipulating functions, tasks, powers, and organizational structure of the Ministry of Home AffairsThis Circular takes effect from February 16, 2021, except for the provisions of Clause 2 of this Article.

At the proposal of the Office of the Ministry of Public Security;June 2024;of the Banking Inspection and Supervision Department;

The Governor of the State Bank of Vietnam issues this Circular to regulate the network of operations of commercial banks,

Chapter I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular regulates procedures for establishment, name change, location change, cessation of operations, dissolution of branches, transaction offices, representative offices, public service units within the country; branches, representative offices, wholly-owned foreign banks of commercial banks.

Article 2. Applicability

1. Commercial banks.

2. Organizations and individuals related to the establishment, name change, location change, cessation of operations, dissolution of branches, transaction offices, representative offices, public service units within the country; branches, representative offices, wholly-owned foreign banks of commercial banks.

Article 3. Explanation of Terms

In this Circular, the following terms shall be understood as follows:

1. The network of operations of commercial banks includes branches, transaction offices, representative offices, public service units within the country; branches, representative offices, wholly-owned foreign banks outside the country as prescribed by law.

2. A branch is a dependent unit of a commercial bank, subject to subsidiary accounting, having a seal, with the task of performing one or more functions of a commercial bank as prescribed by law.

3. A transaction office is a dependent unit of a commercial bank, managed by a branch within the country of the commercial bank, subject to bookkeeping, having a seal, located at a site within the province or centrally governed city where the managing branch is located. A transaction office shall not perform:

a) Deciding to grant credit to a customer exceeding two (02) billion Vietnamese dong or equivalent foreign currency, except in cases where the credit granted is fully secured by cash, savings certificates, securities issued by the commercial bank itself, government bonds, treasury bills;

b) Providing international payment services.

4. A representative office is a dependent unit of a commercial bank, having a seal, performing the function of representation by proxy of the commercial bank. A representative office shall not engage in business activities.

5. A public service unit is a dependent unit of a commercial bank, having a seal, performing one or more support activities for the business operations of a commercial bank, including:

a) Researching and applying banking technology for commercial banks;

b) Training and upgrading skills for staff of commercial banks;

c) Liaison offices; researching and understanding the market;

d) Storing databases, collecting and processing information to serve the business operations of commercial banks;

đ) Other activities supporting the business operations of commercial banks in accordance with the provisions of law.

6. Trading departments, savings funds, transaction points are units that have been established according to the regulations of the State Bank before the effective date of this Circular.

7. A wholly-owned foreign bank is a type of subsidiary company owned 100% by a Vietnamese commercial bank, having legal personality, established abroad in accordance with the laws of the foreign country.

8. A State Bank branch is a State Bank branch of a province or centrally governed city.

9. The proposed date is the day, month, year recorded on the document proposing the establishment of branches, transaction offices, representative offices, public service units within the country; branches, representative offices, wholly-owned foreign banks outside the country of commercial banks.

10. The inner city area of Hanoi includes the districts of Hanoi City.

11. The outer city area of Hanoi includes the remaining areas of Hanoi City not included in the inner city area of Hanoi mentioned in Clause 10 of this Article.

12. The inner city area of Ho Chi Minh City includes the districts of Ho Chi Minh City.

13. The outer city area of Ho Chi Minh City includes the remaining areas of Ho Chi Minh City not included in the inner city area of Ho Chi Minh City mentioned in Clause 12 of this Article.

14. Procedures for approval of establishment of transaction offices, branches within the country of commercial banks include procedures for approval of meeting conditions for establishment of transaction offices, branches as prescribed in Chapter 2 and procedures for approval of meeting conditions for commencement of operation of transaction offices, branches as prescribed in Chapter 3 of this Circular.

Article 4. The Governor's Authority of the State Bank of Vietnam

1. In accordance with the provisions of this Circular and in line with the monetary policy objectives in each period, the Governor of the State Bank has the authority to approve or disapprove the establishment, cessation of operations, dissolution of branches, transaction offices, representative offices, public service units within the country; establishment of branches, representative offices, wholly-owned foreign banks outside the country by commercial banks.

2. In accordance with the provisions of this Circular and in line with the monetary policy objectives in each period, the Governor of the State Bank delegates the Director of the State Bank branch to approve or disapprove the following actions by commercial banks:

a) Name change, location change of headquarters of branches within the country, transaction offices in the area;

b) Cessation of operations of transaction offices in the area (in case of voluntary cessation of operations);

c) Change of managing branch of transaction offices in the area;

d) Meeting conditions for commencement of operation of branches within the country, transaction offices of commercial banks in the area.

3. In certain specific cases, to serve economic, social, political, security, defense, diplomatic, and monetary policy objectives in each period, the Governor of the State Bank will consider proposals for the establishment of branches, representative offices, public service units, transaction offices within the country; branches, representative offices, wholly-owned foreign banks outside the country of commercial banks based on ensuring compliance with the procedures and formalities prescribed in this Circular and in line with actual conditions.

Article 5. Principles for Record Keeping

1. Commercial banks shall prepare documents in Vietnamese. Vietnamese copies and translations from foreign languages into Vietnamese must be certified by competent authorities in accordance with the provisions of the law.

2. Documents of commercial banks sent to the State Bank of Vietnam and its branches as stipulated in this Circular must be signed by the legal representative of the commercial bank or by a person authorized by the legal representative of the commercial bank. The authorization of the legal representative to another person must be done through a power of attorney document established in compliance with the provisions of the law.

3. The documents of commercial banks sent to the State Bank of Vietnam and its branches shall be submitted either directly or via postal service.

Chapter II

APPROVAL OF ESTABLISHING BRANCHES,

BRANCHES AND BRANCHES WITHIN THE COUNTRY; APPROVAL OF ESTABLISHING REPRESENTATIVE OFFICES,

ENTERPRISE UNITS WITHIN THE COUNTRY; BRANCHES AND REPRESENTATIVE OFFICES,

FOREIGN BANKS WITH 100% FOREIGN CAPITAL OF COMMERCIAL BANKS

Article 6. Conditions for establishing branches within the country by commercial banks

To establish a branch within the country, commercial banks must meet all of the following conditions:

1. For commercial banks that have been operating for 12 months or more (counted from the date of opening operations to the date of application):

a) The actual value of the charter capital at the end of December of the previous year before the application year is not less than the statutory capital requirement;

b) Operating profitably according to consolidated financial statements and individual financial statements audited for the immediately preceding year compared to the year of application;

c) Complying with restrictions to ensure safety in the operation of credit organizations as prescribed in Articles 126, 127, 128, 129; Clause 1 of Article 130 and Article 135 of the Law on Credit Organizations and guidelines issued by the State Bank of Vietnam regarding these provisions continuously for 12 months prior to the month of application;

d) Properly implementing regulations on loan classification and risk provisioning as prescribed by the State Bank of Vietnam; the ratio of non-performing loans to total outstanding loans at the end of December of the immediately preceding year compared to the year of application does not exceed 3% or another ratio determined by the Governor of the State Bank of Vietnam during each period;

đ) At the time of application, the Board of Directors, Board of Members, and Audit Committee must have the number and structure as prescribed by law, without being missing a General Director;

e) At the time of application, the commercial bank has an internal audit department and an internal control system ensuring compliance with Article 40, Article 41 of the Law on Credit Organizations and related current laws;

g) Not subject to measures prohibiting expansion of the network under the law on post-supervision and inspection measures for credit organizations and foreign bank branches;

h) Meeting the condition on the number of branches allowed to establish as prescribed in Article 7 of this Circular;

i) Having complete and valid documents as prescribed in this Circular.

2. For commercial banks that have been operating for less than 12 months (counted from the date of opening operations to the date of application):

a) The actual value of the charter capital at the time of application is not less than the statutory capital requirement;

b) Operating profitably up to the date of application;

c) Complying with restrictions to ensure safety in the operation of credit organizations as prescribed in Articles 126, 127, 128, 129; Clause 1 of Article 130 and Article 135 of the Law on Credit Organizations and guidelines issued by the State Bank of Vietnam regarding these provisions continuously from the date of opening operations to the date of application;

d) Properly implementing regulations on loan classification and risk provisioning as prescribed by the State Bank of Vietnam; the ratio of non-performing loans to total outstanding loans at the date of application does not exceed 3% or another ratio determined by the Governor of the State Bank of Vietnam during each period;

e) Provisions at points đ, e, g, h, i of Clause 1 of this Article.

Article 7. Number of Branches to be Established

1. The number of branches of a commercial bank to be established must ensure:

VND 300 billion x N |||1 + Fifty billion VND x N2 < C

Where:

- C is the actual value of the charter capital of the commercial bank at the time of application (in billion VND).

- N |||1 is the number of branches already established and proposed to be established in the inner city area of Hanoi and the inner city area of Ho Chi Minh City.

- N2 is the number of branches already established and proposed to be established in the suburban areas of Hanoi, suburban areas of Ho Chi Minh City; and other provinces and centrally governed cities.

2. A commercial bank may establish a maximum of ten branches in each inner city area of Hanoi or Ho Chi Minh City.

3. A commercial bank that has been operating for less than twelve months (from the date of opening operations to the date of application) is permitted to establish no more than three (03) branches, and these branches shall not be established in the same province or centrally governed city.

4. A commercial bank that has been operating for twelve months or more (from the date of opening operations to the date of application) is permitted to establish no more than five (05) branches within one (01) fiscal year.

5. A commercial bank that ceases operations of branches in the inner city area of Hanoi or the inner city area of Ho Chi Minh City is permitted to establish branches in other provinces and centrally governed cities corresponding to the number of branches that have ceased operations, in addition to the maximum number of branches allowed to be established within one (01) fiscal year as stipulated in Clause 4 of this Article.

Articleonu 8. GoonConditions for Establishing Overseas Branches, 100% Foreign Capital Bank in foreign

To be eligible to establish overseas branches, a commercial bank with 100% foreign capital must meet all of the following conditions:

1. The conditions specified in Clause 1 of Article 6 of this Circular (excluding points b and h of Clause 1 of Article 6).

2. Have a minimum operational period of three (03) years from the date of opening operations to the date of application.

3. Have total assets of one hundred thousand billion VND or more according to the consolidated financial report audited at the end of December of the preceding year relative to the year of application.

4. Conduct business profitably as reported in the consolidated financial statements and individual financial statements audited over the last three (03) years prior to the year of application.

Articleonu 9. GoonConditions for Establishing Representative OfficesệEnterprises Operating Domestically and AbroadcouncillORS "7. A flexible power plant is a thermal power plant using reciprocating internal combustion engines (RICE) or aeroderivative gas turbines (Aero-GT) with fast start-up capabilities, designed in modular form to generate electricity for balancing capacity and maintaining power system stability."itself To be eligible to establish representative offices, domestic enterprises and foreign representative offices, a commercial bank must meet all of the following conditions:

To be eligible to establish representative offices, domestic units and foreign representative offices, a commercial bank must meet all of the following conditions:

1. Have a minimum operational period of twelve months from the date of opening operations to the date of application.

2. The conditions specified in points d, e, and i of Clause 1 of Article 6 of this Circular.

3. For establishing representative offices, in addition to meeting the conditions specified in Clauses 1 and 2 of this Article, the commercial bank must also meet the condition specified in point g of Clause 1 of this Circular.

Article 10. Conditions for Establishing Transaction Rooms

To be eligible to establish transaction rooms, a commercial bank must meet all of the following conditions:

1. Meet all conditions as prescribed in Clause 1 of Article 6 of this Circular.

2. The branch expected to manage the transaction room must meet the following conditions:

a) Having a minimum operating period of 12 months from the date of opening operations to the time of the request;

b) The ratio of non-performing loans to total outstanding loans at the end of December of the preceding year relative to the year of application does not exceed 3% or another ratio as decided by the Governor of the State Bank of Vietnam during each period;

c) Not having been administratively penalized with a fine in the field of currency and banking within the past twelve months from the date of application.

3. Meet the conditions regarding the number of transaction rooms to be established as stipulated in Article 11 of this Circular.

Article 11. The number of transaction offices to be established

1. The number of transaction offices of commercial banks in the inner city area of Hanoi and Ho Chi Minh City shall not exceed two (02) times the current number of branches of commercial banks in each of these areas.

2. The number of transaction offices of commercial banks in the suburban areas of Hanoi and Ho Chi Minh City and other provinces and centrally administered cities shall not exceed three (03) times the current number of branches of commercial banks in each of these areas.

3. The number of transaction offices managed by a branch shall be determined by the commercial bank itself, in accordance with the management capacity of each branch and the provisions of Clauses 1 and 2 of this Article.

Article 12. Documents for approval of conditions for establishing domestic branches, transaction offices; establishment of representative offices, public service units within the country; foreign branches, representative offices, wholly-owned banksoabroad

1. A document from the commercial bank requesting the State Bank of Vietnam to approve the conditions for establishing domestic branches and transaction offices; establishment of domestic representative offices and public service units; foreign branches, representative offices, and wholly-owned banks (in accordance with Form 01 attached to this Circular).

2. Resolutions of the Board of Directors or Members' Council on the establishment of domestic branches, transaction offices, representative offices, and public service units; foreign branches and representative offices. For the establishment of transaction offices, the resolutions of the Board of Directors or Members' Council must clearly state the name, location of the office, the branch expected to manage the transaction office, the business activities of the transaction office, the geographical scope of operations, and the main customer base.

3. Resolutions of the Shareholders' Meeting (for joint-stock commercial banks); resolutions of the Members' Council (for limited liability commercial banks with two or more members); consent of the Owner (for limited liability commercial banks with one member) regarding the establishment of wholly-owned banks abroad.

4. Proposals for establishing each domestic branch, which must include at least the following contents:

a) Full name in Vietnamese; abbreviated name in Vietnamese; address; business content; main customer base;

b) Reasons for establishment and reasons for choosing the establishment location;

c) Organizational structure: An organizational chart including the departments of the branch;

d) Feasibility study: Analysis of the business environment, target market, business opportunities to be seized, and market penetration plans;

đ) Proposed business plan for the first three (03) years, which must include at least: projected balance sheet; profit and loss statement; basis for formulating the plan and explanation of the feasibility of implementing the plan each year.

5. Proposals for establishing foreign branches, wholly-owned banks abroad, which must include at least the following contents:

a) Full name in Vietnamese and in the local language, abbreviated name in Vietnamese and in the local language (if applicable);

b) Location (name of the country and specific address (if applicable));

c) Capital contribution level for foreign branches, wholly-owned banks abroad;

d) Business content; duration of operation; main customer base;

đ) Reasons for establishment and reasons for choosing the host country;

e) Organizational structure and network: An organizational chart including the headquarters, departments at the headquarters; other commercial presences of wholly-owned banks abroad (if applicable);

g) Relevant legal information: List of relevant regulations of the host country allowing foreign credit institutions to establish and operate branches, wholly-owned banks in that host country (name, number, date of the document);

h) Feasibility study: Analysis of the business environment, target market, business opportunities to be seized, and market penetration plans;

i) Control methods of the commercial bank over foreign branches, wholly-owned banks abroad, which must include at least the following contents: method (outsourcing or self-execution) and reason for choosing the method; organization to implement the method; estimated cost of executing the method; anticipated difficulties and solutions;

k) Proposed business plan for the first three years, which must include at least: projected balance sheet; profit and loss statement; cash flow statement (for wholly-owned banks abroad); basis for formulating the plan and explanation of the feasibility of implementing the plan each year;

l) Expected impact and effectiveness of establishing foreign branches, wholly-owned banks abroad, issues (if any) related to ensuring operational safety for the commercial bank and solutions; minimum capital adequacy ratio and investment limits in shares after establishing wholly-owned banks abroad;

m) Plan and measures of the commercial bank in case foreign branches, wholly-owned banks abroad have significant impacts on the commercial bank.

6. Other documents proving compliance with the conditions for establishing domestic branches, transaction offices, representative offices, public service units; foreign branches, representative offices, wholly-owned banks abroad as stipulated in this Circular.

Article 13. Procedures for approving the establishment of branches and transaction offices within the country; approval for establishing representative offices and public service units within the country; branches, representative offices, and 100% foreign-owned banks.

1. Except for cases stipulated in Clause 3, Article 4 of this Circular, the State Bank shall examine and approve commercial banks to establish branches and transaction offices within the country when they meet the required conditions; approve commercial banks to establish representative offices and public service units within the country; branches, representative offices, and 100% foreign-owned banks once per fiscal year. Commercial banks shall prepare documents in accordance with Article 12 of this Circular and submit them to the State Bank (Bank Inspection and Supervision Authority).

2. Within ten working days from the date of receiving complete documents as prescribed in Article 12 of this Circular, the Bank Inspection and Supervision Authority shall send letters to seek opinions from the following entities:

a) The State Bank branch where the head office of the commercial bank is located shall provide comments on whether the commercial bank meets the conditions stipulated in this Circular;

b) The People's Committee of the province or centrally-administered city shall provide comments on the necessity of establishing additional branches in their respective areas (in the case of requesting to open branches within the country);

c) The State Bank branch where the commercial bank plans to establish branches and transaction offices within the country shall provide comments on the necessity of establishing additional branches and transaction offices in their respective areas and whether the proposed branch meets the conditions stipulated in this Circular for managing transaction offices in their respective areas (in the case of requesting to establish transaction offices).

3. Within fourteen working days from the date of receiving the letter from the Bank Inspection and Supervision Authority, the State Bank branch where the head office of the commercial bank is located, the People's Committee of the province or centrally-administered city, and the State Bank branch where the commercial bank plans to establish branches and transaction offices within the country shall provide written comments on the matters proposed.

4. Within twenty days from the date of receiving complete participation opinions from the relevant units, the Bank Inspection and Supervision Authority shall compile the opinions, evaluate whether the commercial bank and the branch managing transaction offices (for requests to establish transaction offices) meet the conditions stipulated in this Circular, and submit a report to the Governor for approval or disapproval of the commercial bank's establishment of branches and transaction offices within the country; approval or disapproval for the commercial bank to establish representative offices and public service units within the country; branches, representative offices, and 100% foreign-owned banks; in cases of disapproval, the letter sent to the commercial bank must clearly state the reasons.

5. Within twelve months from the date the Governor of the State Bank signs the document specified in Clause 4 of this Article, the commercial bank must commence operations of the approved branches, transaction offices, representative offices, and public service units within the country. Within twenty-four months from the date the Governor of the State Bank signs the document specified in Clause 4 of this Article, the commercial bank must commence operations of the approved branches, representative offices, and 100% foreign-owned banks. Beyond these deadlines, the approval document of the State Bank shall automatically become invalid.

Chapter III

OPENING OF OPERATIONS, CHANGING THE NAME, LOCATION OF BRANCHES,

TRANSACTION OFFICES, REPRESENTATIVE OFFICES, PUBLIC SERVICE UNITS WITHIN THE COUNTRY;

BRANCHES, REPRESENTATIVE OFFICES, AND 100% FOREIGN-OWNED BANKS;

CHANGING THE MANAGING BRANCH OF TRANSACTION OFFICES OF COMMERCIAL BANKS

Article 14. Approval of Satisfactory Conditions for Commencing Branch Operations within the Country, Transaction Rooms

||| 1. Conditions

a) Possessing ownership or lawful use rights to the branch headquarters or transaction room premises; the premises must ensure storage of documents (except for transaction rooms), be convenient and safe for transactions and assets, have a complete security and protection system, uninterrupted power supply and communication systems, meeting requirements for fire prevention and explosion control;

b) The branch headquarters must have a secure cash vault according to the standards set by the State Bank. In cases where a commercial bank has more than one branch in the same province or centrally-administered city, the commercial bank must have at least one branch with a cash vault as prescribed by the State Bank and must be responsible for transferring funds from branches without cash vaults to the branch with a cash vault after the end of each working day's transactions;

c) The branch and transaction room must have an information technology system that connects online with the main headquarters and transaction rooms that connect online with the managing branch; ensuring continuous, secure, and confidential operation of the information technology system and database for business activities;

d) Branches and service outlets must have a minimum management staff including the Branch Director, Deputy Director, Service Outlet Director or equivalent positions, and a team of business officers;

e) The Branch Manager or equivalent positions (in the case of commencing branch operations) must meet the standards and conditions stipulated in Clause 5, Article 50 of the Law on Credit Organizations;

2. Documents

a) A document from the commercial bank requesting approval of satisfactory conditions for commencing branch or transaction room operations; which reports clearly on the fulfillment of conditions for commencing branch or transaction room operations. The document specifies the location of the branch or transaction room headquarters;

b) Documents proving ownership or lawful use of the branch or transaction room headquarters;

c) Relevant personal documents of the Branch Manager or equivalent positions, including: appointment decision for the Branch Manager position; brief resume; criminal record; certificates and diplomas proving professional qualifications; written comments from financial banking units where the Branch Manager has worked (if applicable), the comment specifying the position, contact address, name, and signature of the person providing the comment;

3. Procedure

a) At least 30 days before the commencement date of branch or transaction room operations, the commercial bank prepares one set of documents as prescribed in Clause 2 of this Article, clearly stating the expected commencement date, and submits it to the State Bank branch where the branch or transaction room headquarters is located;

b) Within seven working days from the date of receiving the complete set of documents as prescribed in this Circular, the State Bank branch where the branch or transaction room headquarters is located conducts a review and assessment of the fulfillment of conditions for commencing branch or transaction room operations, and issues a document approving or not approving the commercial bank's satisfactory conditions for commencing branch or transaction room operations; in cases of non-approval, the document sent to the commercial bank must specify the reasons;

4. After receiving the State Bank branch's document approving satisfactory conditions for commencing branch or transaction room operations, the commercial bank shall proceed with registering branch operations (for branches) or notifying the establishment of a business location (for transaction rooms) and publishing announcements in accordance with the laws on enterprise registration and relevant current laws;

5. The commercial bank shall commence branch or transaction room operations after completing the business registration procedures as stipulated in Clause 4 of this Article.

Article 15. Opening representative offices, public service units within the country; branches, representative offices, and wholly foreign-owned banks

1. A commercial bank decides on opening the operation of representative offices and public service units within the country and submits a report in writing to the State Bank (through the Banking Inspection and Supervision Agency), the State Bank branch where the representative office or public service unit is located, at least 14 working days before the date of opening operations.

2. A commercial bank conducts the opening of operations for branches, representative offices, and wholly foreign-owned banks according to the laws of the foreign country; submits a report in writing to the State Bank (through the Banking Inspection and Supervision Agency) at least 14 working days before the date of opening operations.

Article 16. Changing the Name of Domestic Branches, Service Outlets

1. Changing the name of a branch

a) Documents

(i) A document from the commercial bank requesting approval to change the branch's name, specifying the reasons and the proposed new name;

(ii) A resolution of the Board of Directors or the Board of Members approving the change of the branch's name.

b) Procedure

(i) The commercial bank prepares one set of documents in accordance with Clause 1 of this Article and sends it to the State Bank branch where the branch is located;

(ii) Within five working days from the date of receiving complete documents as stipulated in this Circular, the State Bank branch issues a document approving or not approving the commercial bank's request; if not approved, the document sent to the commercial bank specifies the reasons.

2. Changing the name of a transaction office

A commercial bank decides on changing the name of a transaction office; submits a report in writing to the State Bank branch where the transaction office is located about this change within five working days from the date the transaction office operates under the new name.

Article 17. Changing the location of the headquartersin of domestic branches, transaction offices

1. A commercial bank may only change the location of the headquarters of branches and transaction offices within the provincial or centrally-administered municipal area.

2. A commercial bank is not permitted to change the location of branches or transaction offices from the outer areas of Hanoi City or Ho Chi Minh City to the inner areas of these cities.

3. When changing the location of the headquarters of branches and transaction offices, a commercial bank must meet the following requirements:

a) Conditions: The conditions specified in points a, b, and c of Clause 1 of Article 14 of this Circular.

b) Documents:

(i) A document from the commercial bank requesting approval to change the location of the headquarters of branches and transaction offices, reporting clearly on meeting the conditions specified in point a of this Clause. The document specifies the location of the headquarters of branches and transaction offices;

(ii) Proof of lawful ownership or use of the headquarters of branches and transaction offices.

4. Procedure:

a) The commercial bank prepares one set of documents in accordance with Clause 3 of this Article and sends it to the State Bank branch where the branch and transaction office are located;

b) Within ten working days from the date of receiving complete documents as stipulated in this Circular, the State Bank branch where the branch and transaction office are located reviews the proposed location for the headquarters of branches and transaction offices and issues a document to the commercial bank approving or not approving the change of location for the headquarters of branches and transaction offices; if not approved, the document sent to the commercial bank specifies the reasons.

5. Within twelve months from the date the State Bank branch issues an approval document, the branch and transaction office of the commercial bank must commence operations at the approved location. Beyond this period, the approval document of the State Bank branch becomes automatically invalid.

Article 18. Changing the name, location of the headquarters of representative offices and public service units within the country; branches, representative offices, and wholly-owned foreign banks

Commercial banks shall decide on changing the name, location of the headquarters of representative offices and public service units within the country; branches, representative offices, and wholly-owned foreign banks; and submit a report in writing to the State Bank (the Inspection and Supervision Agency), the State Bank branch where the commercial bank's headquarters is located, and the State Bank branch where the representative office or public service unit within the country is located (in case of changing the name and location of the headquarters of representative offices and public service units within the country) regarding such changes within five working days from the date when the representative office, public service unit within the country; branches, representative offices, and wholly-owned foreign banks operate under the new name and at the new location.

In case of changing the location of the headquarters of representative offices and public service units within the country to a different province or centrally-administered city, the commercial bank shall be responsible for reporting to the State Bank branch where the representative office or public service unit was previously located and where it will be newly located.

Article 19. Changing the name of branches, transaction offices, representative offices, and public service units within the country; branches, representative offices, and wholly-owned foreign banks in cases of restructuring commercial banks

The change of the name of branches, transaction offices, representative offices, and public service units within the country; branches, representative offices, and wholly-owned foreign banks in cases of restructuring commercial banks shall be carried out in accordance with the guidelines of the State Bank on restructuring credit institutions.

Article 20. Changing the branch managing transaction offices

||| 1. Conditions

The proposed branch to take over the management of transaction offices must meet all conditions stipulated in Clause 2, Article 10 of this Circular.

2. Documents

a) A document from the commercial bank requesting to change the branch managing transaction offices, including at least the following contents:

(i) Reasons for the change;

(ii) Name and location of the headquarters of the branch currently managing and the branch that will take over the management of transaction offices;

(iii) Name and location of the headquarters of the transaction office requesting to change the branch managing it.

b) Resolution of the Board of Directors or the Board of Members approving the change of the branch managing transaction offices.

3. Procedure

a) The commercial bank shall prepare one set of documents in accordance with this Circular and send it to the State Bank branch where the headquarters of the branch is located;

b) Within fourteen working days from the date of receiving the complete set of documents as prescribed in this Circular, the State Bank branch where the headquarters of the branch is located shall issue a document approving or not approving the request of the commercial bank; in case of non-approval, the document sent to the commercial bank shall clearly state the reasons.

Article 21. Announcing information about changed contents

Within seven working days from the date of receiving the approval document of the State Bank allowing the commercial bank to implement changes as prescribed in Articles 16, 17, and 20 of this Circular, and from the date of implementing changes as prescribed in Articles 18 and 19 of this Circular, the commercial bank must announce the changed contents on its electronic information website, at its headquarters, domestic branch offices, and related transaction offices.

Chapter IV

TERMINATING OPERATIONS AND LIQUIDATING BRANCHES, TRANSACTION OFFICES, REPRESENTATIVE OFFICES,

ENTERPRISE UNITS WITHIN THE COUNTRY; BRANCHES AND REPRESENTATIVE OFFICES,

FOREIGN BANKS WITH 100% FOREIGN CAPITAL OF COMMERCIAL BANKS

Articleonu 22. Terminating operations and liquidating branches, transaction offices, representative offices,of the Government stipulating functions, tasks, powers, and organizational structure of the Ministry of Home Affairsunits within the country; branches, representative offices, wholly-owned foreign banks of commercial bankscouncillORS1. Branches, transaction offices, representative offices, and public service units within the country terminate operations and liquidate in the following cases:

2. Branches, representative offices, and wholly-owned foreign banks of commercial banks terminate operations and liquidate according to the laws of the host country where their headquarters are located. Branches and representative offices abroad automatically terminate operations and liquidate if the commercial bank terminates operations.

a) Automatic termination of operations and liquidation;

b) Voluntary termination of operations and liquidation;

c) Compulsory termination of operations and liquidation.

3. The commercial bank shall be responsible for:

a) Settling assets, rights, obligations, and related interests of branches, transaction offices, representative offices, and public service units within the country; branches, representative offices, and wholly-owned foreign banks terminating operations and liquidating;

b) Storing relevant documents and records concerning the termination of operations and liquidation of branches, transaction offices, representative offices, and public service units within the country; branches, representative offices, and wholly-owned foreign banks;

c) Carrying out legal procedures to terminate operations and liquidate branches, transaction offices, representative offices, and public service units within the country; branches, representative offices, and wholly-owned foreign banks in accordance with the law.

c) Carry out the legal procedures to terminate operations, dissolve branches, transaction offices, representative offices, domestic public service units; overseas branches, representative offices, wholly foreign-owned banks according to the provisions of the law.

Article 23. Automatic cessation of operations and dissolution of branches, representative offices, and domestic units; overseas branches and representative offices

1. Branches, representative offices, and domestic units; overseas branches and representative offices shall automatically cease operations and be dissolved in the event that the commercial bank ceases operations and is dissolved.

2. The procedures for automatic cessation of operations and dissolution of branches, representative offices, and domestic units; overseas branches and representative offices shall be carried out in accordance with the provisions of the law on the cessation of operations and dissolution of commercial banks.

Article 24. Voluntary cessation of operations of branches, representative offices, and domestic units within the country

1. Documents for voluntary cessation of operations of branches and representative offices within the country:

a) A document from the commercial bank proposing to cease operations of the branch or representative office, clearly stating the reasons for ceasing operations;

b) A resolution from the Board of Directors or Management Board of the commercial bank regarding the cessation of operations of the branch or representative office;

c) A plan for resolving assets, rights, obligations, and related interests of the branch or representative office ceasing operations.

2. Procedure for voluntary cessation of operations of branches within the country:

a) The commercial bank shall prepare one (01) set of documents in accordance with Clause 1 of this Article and submit it to the State Bank (Supervisory Authority);

b) Within seven working days from the date of receipt of complete documents as stipulated in this Circular, the Supervisory Authority shall issue a document seeking opinions from the State Bank branch where the proposed branch to be ceased operations is located;

c) Within fourteen working days from the date of receipt of the document from the Supervisory Authority, the State Bank branch where the proposed branch to be ceased operations is located shall provide its opinion in writing on the matters requested;

d) Within fourteen working days from the date of receipt of the document from the State Bank branch where the proposed branch to be ceased operations is located, the Supervisory Authority shall compile the opinions, propose the Governor of the State Bank to approve or not approve the request of the commercial bank; if not approved, the document sent to the commercial bank shall clearly state the reasons.

3. Procedure for voluntary cessation of operations of representative offices:

a) The commercial bank shall prepare one set of documents in accordance with Clause 1 of this Article and submit it to the State Bank branch where the representative office is located;

b) Within fourteen working days from the date of receipt of complete documents as stipulated in this Circular, the State Bank branch where the representative office is located shall issue a document approving or not approving the request of the commercial bank; if not approved, the document sent to the commercial bank shall clearly state the reasons.

4. Within forty-five days from the date of the approval document of the State Bank specified in point d, Clause 2 of this Article or of the State Bank branch where the representative office is located specified in point b, Clause 3 of this Article, the commercial bank must carry out legal procedures in accordance with the law to cease operations of the branch or representative office; and issue a report to the State Bank (Supervisory Authority - for cessation of operations of branches) and the State Bank branch where the branch or representative office is located (for cessation of operations of representative offices) about the cessation date of operations.

5. For the voluntary cessation of operations of representative offices and units, within five working days from the date of cessation of operations of the representative office or unit, the commercial bank must issue a report to the State Bank (Supervisory Authority), the State Bank branch where the headquarters of the commercial bank is located, and the State Bank branch where the representative office or unit is located, clearly stating the reasons and the cessation date of operations.

Article 25. Compulsory Termination of Branches, Representative Offices, Domestic Units, and Subsidiaries' Operations

1. The Governor of the State Bank of Vietnam has the authority to compel the termination of operations of branches, representative offices, domestic units, and subsidiaries of commercial banks within the country.

2. Branches, representative offices, domestic units, and subsidiaries of commercial banks within the country may be compelled to terminate their operations if any of the following circumstances occur:

a) There is evidence proving that the application documents for establishing branches, representative offices, domestic units, and subsidiaries contain false information leading to a misjudgment regarding the fulfillment of conditions for establishing such entities of commercial banks.

b) Operating activities not in accordance with the permitted scope as stipulated by law.

3. Based on the cases stipulated in Points a and b of Clause 2 of this Article, the State Bank branch where the headquarters of the branch, representative office, domestic unit, or subsidiary of the commercial bank is located shall issue a document clearly stating the reasons and submit it to the State Bank (Supervisory Authority) requesting the termination of operations of the branch, representative office, domestic unit, or subsidiary of the commercial bank.

4. Within 14 working days from the date of receipt of the document from the State Bank branch as prescribed in Clause 3 of this Article or during the process of inspection and supervision when discovering the cases stipulated in Points a and b of Clause 2 of this Article, the Supervisory Authority shall submit a document to the Governor of the State Bank requesting the commercial bank to terminate the operations of its branches, representative offices, domestic units, or subsidiaries.

5. Within 90 days from the date the State Bank issues the document as prescribed in Clause 4 of this Article, the commercial bank must complete the termination of operations of its branches, representative offices, domestic units, or subsidiaries and issue a report to the State Bank indicating the date of termination of operations.

6. In case of objections to the State Bank's request for compulsory termination of operations of branches, representative offices, domestic units, or subsidiaries, the commercial bank shall follow the current legal procedures for lodging complaints.

Article 26. Termination of Operations and Dissolution of Overseas Branches, Representative Offices, and 100% Foreign-Owned Banks

1. Commercial banks shall implement the termination of operations and dissolution of overseas branches, representative offices, and 100% foreign-owned banks according to the laws of the host country and relevant Vietnamese laws.

2. At least 14 working days before the date of termination of operations and dissolution of overseas branches, representative offices, and 100% foreign-owned banks, the commercial bank must issue a report to the State Bank (through the Supervisory Authority) and the State Bank branch where the headquarters of the commercial bank is located, detailing the reasons and the date of termination of operations and dissolution.

Article 27. Public Announcement

Within seven working days from the date of termination of operations and dissolution of domestic branches, representative offices, domestic units, and subsidiaries; overseas branches, representative offices, and 100% foreign-owned banks (except in cases of automatic termination of operations and dissolution under Article 23 of this Circular), the commercial bank must publicly announce and post the notice of termination and dissolution on its website, at its headquarters, and at the branch managing the transaction office (for the termination of transaction offices) of the commercial bank, and publish it in central and local newspapers. The minimum content of the public announcement and posting includes:

1. The name and address of domestic branches, representative offices, domestic units, and subsidiaries; overseas branches, representative offices, and 100% foreign-owned banks terminating operations and dissolving.

2. Date of termination of operations and dissolution.

3. The responsibility of the commercial bank regarding assets, rights, obligations, and related interests of domestic branches, representative offices, domestic units, and subsidiaries; overseas branches, representative offices, and 100% foreign-owned banks terminating operations and dissolving.

Chapter V

IMPLEMENTATION

Articleonu 28. Responsibilities of Commercial Banks

1. To develop plans for the development of domestic branches, representative offices, domestic units, and subsidiaries; overseas branches, representative offices, and 100% foreign-owned banks and submit them annually to the competent authorities of the bank.

2. To report to the State Bank (Supervisory Authority) and the State Bank branch where the headquarters of the commercial bank is located, by the latest on January 31 and July 31 each year, on the contents specified in Appendix No. 02 issued together with this Circular.

3. To comply with the public announcement requirements set forth in this Circular and Point c, Clause 4, Article 29 of the Law on Credit Institutions.

4. To fulfill other provisions set forth in this Circular.

Article 29. Responsibilities of the State Bank Branch where the head office of the commercial bank is locatedi 1. Coordinate with relevant State Bank branches to handle issues related to the organization and operation of branches, transaction offices, representative offices, and affiliated units of commercial banks.

2. Implement other contents related to this Circular.

Article 30. Responsibilities of the State Bank Branch where the branch, transaction office, representative office, or affiliated unit of the commercial bank is located

1. Be responsible before the Governor of the State Bank when implementing issues within their authority as stipulated in this Circular.concerning the classification and determination of state management authority in the field of crop production2. Coordinate with the State Bank Branch where the head office of the commercial bank is located to handle issues related to the organization and operation of branches, transaction offices, representative offices, and affiliated units of commercial banks in the area.

3. Manage, inspect, and supervise the activities of branches, transaction offices, affiliated units, and representative offices of commercial banks in the area.

4. Issue a report and propose to the Governor of the State Bank to terminate the operations of branches, transaction offices, representative offices, and affiliated units of commercial banks when one of the cases specified in Clause 2, Article 25 of this Circular occurs.

5. Report issues related to this Circular.

1. Serve as the focal point for reviewing and submitting to the Governor matters concerning the establishment, termination of operations, and dissolution of branches, transaction offices, representative offices, and affiliated units within the country; branches, representative offices, and 100% foreign-owned banks outside the country of commercial banks according to this Circular.

2. Serve as the focal point for reviewing and submitting to the Governor matters concerning the handling of issues arising from the establishment, termination of operations, and dissolution of branches, transaction offices, representative offices, and affiliated units within the country; branches, representative offices, and 100% foreign-owned banks outside the country of commercial banks.

Article 31. Responsibilities of Banking Inspection and Supervision Authorities

3. Summarize reports from relevant units as stipulated in this Circular.

Article 32. Responsibilities of Relevant Departments and Bureaus in the State Bank

Other Departments and Bureaus in the State Bank shall provide opinions on relevant issues upon the Governor's directive based on the proposal of the Banking Inspection and Supervision Agency.

1. Within twenty-four months from the date this Circular takes effect, commercial banks must review, develop, and complete the implementation of plans to adjust transaction offices, savings funds, and transaction points as follows:

a) Commercial banks convert transaction offices into branches in accordance with the name change regulations stipulated in Article 16 of this Circular; convert savings funds and transaction points into transaction offices based on meeting the conditions, documents, procedures for establishing and commencing operations of transaction offices as stipulated in this Circular, except for the conditions specified in Clause 3, Article 10; Clauses 1 and 2, Article 11; and Clause 1, Article 13 of this Circular.

Chapter VI

IMPLEMENTING PROVISIONS

1. Documents and papers issued and granted by competent authorities before July 1, 2025, which remain valid or within their validity period, shall continue to be applied and used according to the law until they expire or are amended, supplemented, replaced, abolished, revoked, or recalled by the authority receiving the functions, tasks, and powers or by the competent authority.

b) In cases where commercial banks do not convert transaction offices, savings funds, and transaction points as stipulated in sub-point a of this clause, commercial banks must terminate the operations of transaction offices, savings funds, and transaction points; the documents shall be implemented in accordance with Clause 1, Article 24 of this Circular; the procedures shall be carried out in accordance with Clause 2, Article 24 of this Circular (for terminating transaction offices) and Clause 3, Article 24 of this Circular (for terminating savings funds and transaction points).

c) Commercial banks must ensure that the conversion of transaction offices, savings funds, and transaction points does not disrupt operations and protects the legitimate rights and interests of related organizations and individuals.

2. Commercial banks that already have more branches than the maximum number specified in Clause 2, Article 7 of this Circular do not need to adjust the number of branches according to this Circular.

3. Commercial banks that already have more transaction offices than the maximum number specified in Clauses 1 and 2, Article 11 of this Circular do not need to adjust the number of transaction offices according to this Circular.

This Circular takes effect from October 23, 2013, replacing Decision No. 13/2008/QD-NHNN dated April 29, 2008, issued by the Governor of the State Bank on the network operation regulations of commercial banks.

The Head of the Office, the Head of the Banking Inspection and Supervision Agency, Heads of relevant units under the State Bank of Vietnam, Governors of State Bank Branches in provinces and centrally-administered cities, and Chairmen of the Board of Directors, Chairmen of the Board of Members, and General Managers (Directors) of commercial banks are responsible for implementing this Circular./.

Article 34. Effective Date 1. This Circular takes effect from February 15, 2026; Circular No. 24/2013/TT-BKHCN dated September 30, 2013 of the Minister of Science and Technology on activities related to calibration, verification, testing of measuring instruments, and measurement standards shall cease to be effective from the date this Circular takes effect.

This Circular takes effect from October 23, 2013, replacing Decision No. 13/2008/QĐ-NHNN dated April 29, 2008, issued by the Governor of the State Bank of Vietnam on the network operation regulations for commercial banks.

Article 35. Organization a) Report to the Ministry of Natural Resources and Environment on the results of training and upgrading, including listing the teaching staff participating in teaching, evaluating the participation of trainees in the training process, the results of organizing examinations for completing the training and upgrading program on land valuation business, the issuance of Certificates and the use of Certificate codes, summarizing the feedback from trainees on the quality of the training and upgrading program on land valuation business, and other relevant matters.

The Director of the Office, the Head of Banking Inspection and Supervision, Heads of relevant units under the State Bank of Vietnam, Governors of the State Bank of Vietnam branches in provinces and centrally governed cities, and Chairmen of the Board of Directors, Chairmen of the Board of Members, General Directors (Directors) of commercial banks are responsible for implementing this Circular./.