Circular No. 22/2024/TT-NHNN amends and supplements certain provisions of Circular No. 50/2018/TT-NHNN dated December 31, 2018, issued by the Governor of the State Bank of Vietnam on the dossier, procedures, and formalities for approving certain changes in commercial banks and foreign bank branches.

CIRCULAR

 Amending and supplementing the list of narcotic substances and precursors promulgated to amend and supplement some articles of Circular National number 50/2018/TT-NHNN dated December 31, 2018 issued by the Governor of the State Bank of Vietnam 确保各级地方政府机关之间任务和权限的划分符合各机关的任务、权限和能力，并由被授予任务和权限的机关和个人负责实施。 files, procedures, and formalities for approving certain changes in commercial banks and foreign bank branches

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

Based on the Law on Credit Institutions dated 18 the 01 Pursuant to Decree No. 32/2019/NĐ-CP dated April 10, 2019 of the Government on assigning tasks, procurement or tendering for the supply of products and services using state budget from regular operating expenses;24;

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;

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

The Governor of the State Bank of Vietnam issues this Circular to amend and supplement some articles of Circular number 50/2018/TT-NHNN dated December 31, 2018 issued by the Governor of the State Bank of Vietnam 确保各级地方政府机关之间任务和权限的划分符合各机关的任务、权限和能力，并由被授予任务和权限的机关和个人负责实施。 files, procedures, and formalities for approving certain changes in commercial banks and foreign bank branches.

Article 1. Amending and supplementing some articles of Circular No. 50/2018/TT-NHNN dated December 31, 2018 issued by the Governor of the State Bank of Vietnam regarding files, procedures, and formalities for approving certain changes in commercial banks and foreign bank branches

1. Amending and supplementing point b Clause 1 Article 1 as follows:

"b) Files and procedures for approving certain changes in commercial banks and foreign bank branches:

(i) Purchase, sale, or transfer of shares held by the sole shareholder of a limited liability commercial bank; purchase, sale, or transfer of shares held by shareholders of a commercial bank with two or more shareholders;

(ii) Purchase or receipt of transferred shares leading to becoming a major shareholder of a commercial bank;

(iii) Suspension of transactions for five working days or more, except in cases of force majeure."

2. Amending and supplementing Clause 3, 4 and adding Clauses 5, 6 to Article 3 as follows:

"3. The request for approval from commercial banks and foreign bank branches must be signed by the legal representative or authorized representative (hereinafter referred to as the lawful representative). In case of signing by authorization, the file must include an authorization document established in accordance with the provisions of the law.

4. The files of commercial banks and foreign bank branches shall be submitted to the State Bank of Vietnam, the State Bank of Vietnam branch in provinces and cities through one of the following methods:

a) Submitting online via the National Public Service Portal or on the State Bank of Vietnam Public Service Portal (for commercial banks submitting files as prescribed in Articles 5 and 8 of this Circular);

b) Submitting directly at the One-Stop Service Unit of the State Bank of Vietnam, the State Bank of Vietnam branch in provinces and cities;

c) Sending through postal services.

5. In case of submitting files online via the National Public Service Portal or on the State Bank of Vietnam Public Service Portal, electronic files must use digital signatures in accordance with the provisions of the law on administrative procedures in the electronic environment. In case the National Public Service Portal or the State Bank of Vietnam Public Service Portal encounters technical issues or errors that prevent the reception and exchange of electronic information, the declaration, submission, acceptance, issuance of results, exchange, and feedback of information shall be carried out through postal services or directly at the One-Stop Service Unit of the State Bank of Vietnam.

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

3. Amend and supplement Article 4 as follows:

"Article 4. Approval Authority
1. The Governor of the State Bank of Vietnam approves the changes stipulated in Clause 1 Article 1 of this Circular for large foreign bank branches, except for the contents specified in Clause 2 of this Article.
2. The Director of Banking Inspection and Supervision approves the changes of large foreign bank branches according to the Decision of the Governor of the State Bank of Vietnam and commercial banks as follows:
a) The location of the headquarters of commercial banks and the location of foreign bank branches and amending and supplementing the License for changes in the location of the headquarters of commercial banks and foreign bank branches (on the same provincial or municipal territory where the commercial bank's headquarters and foreign bank branch are located);
b) Increasing the charter capital and amending and supplementing the License for changes in the charter capital of limited liability commercial banks;
c) Increasing the authorized capital of foreign bank branches and amending and supplementing the License for changes in the authorized capital of foreign bank branches;
d) Changing the name and amending and supplementing the License for changes in the name of commercial banks and foreign bank branches;
đ) Amending and supplementing the License for changes in the address of the headquarters of commercial banks and the address of foreign bank branches when there is no change in the location of the headquarters or branch;
e) Suspension of transactions for five working days or more, except in cases of suspension due to force majeure events.

3. The Director of the State Bank of Vietnam branch in provinces and cities approves the changes stipulated in Clause 1 Article 1 of this Circular for foreign bank branches located within their jurisdiction, except for the cases stipulated in Clauses 1 and 2 of this Article."

4. Amending and supplementing point c(iii) Clause 1 Article 11 as follows:

"(iii) List of shareholders and shareholding ratios of shareholders holding 5% or more of the voting share capital and the registered charter capital at present and after the increase in capital; List of shareholders and related parties of those shareholders holding 15% or more of the registered charter capital at present and after the increase in capital. These lists must contain identification information (for individuals: full name; identity card number or personal identification number (for individuals with Vietnamese nationality), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese nationality); for organizations: organization name, business registration code, main office address, legal representative of the organization (identity card number or personal identification number (for individuals with Vietnamese nationality), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese nationality)) of shareholders and related parties of shareholders as prescribed by law;"

5. Amending and supplementing point a(iii) Clause 1 Article 12 as follows:

"(iii) In the case where a joint-stock commercial bank increases its charter capital leading to the formation of a major shareholder, the request document must include the following information: name of the shareholder, ownership percentage before and expected after the increase in the joint-stock commercial bank's charter capital;"

6. Amend and supplement Point d Clause 1 Article 12 as follows:

"d) A list of shareholders and their ownership percentages of shares with ownership ratios of 5% or more compared to the voting share capital and compared to the current charter capital and expected after the increase in capital; A list of shareholders and related parties with ownership ratios of 15% or more compared to the current charter capital and expected after the increase in capital. These lists must contain identifying information (for individuals: full name; identification card number or individual identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship); for organizations: organization name, business registration code, main office address, legal representative of the organization (identification card number or individual identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue, nationality/nationalities (for individuals without Vietnamese citizenship)) of the shareholder and related parties of the shareholder as prescribed by law."

7. Supplement Point c(iii) into Point c Clause 1 Article 13 as follows:

"(iii) For new members of a joint venture bank that are non-bank enterprises, the application package includes:

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

- Authorization document for the legal representative of the contributed capital at the bank as prescribed by law;

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

- Approval document from the competent authority allowing the enterprise to participate in contributing capital to the bank;

- Report on meeting the conditions for new partners being non-bank enterprises when contributing capital according to the Governor of the State Bank of Vietnam's regulations on issuing, amending, and adding activities to the license and certain provisions on the organization and operation of joint-stock commercial banks, foreign bank branches, and representative offices in Vietnam of foreign credit institutions, and other foreign organizations engaged in banking activities;

- Financial statements of the three consecutive years prior to the year of submitting the application for approval to increase capital, audited independently and without any disclaimer from the auditing firm;

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

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

- Confirmation document from the tax authority and social insurance agency regarding the enterprise's compliance with all tax and social insurance obligations;

- Commitment letter stating that the enterprise is not a founding shareholder, owner, founding member, or strategic shareholder of another credit institution established and operating in Vietnam."

8. Amend and supplement Clause 2 Article 13 as follows:

"2. The approval procedure for the case where a limited liability commercial bank increases its charter capital from the supplementary capital reserve fund, undistributed accumulated profits, and other funds as prescribed by law shall be implemented according to Clause 2 Article 5 of this Circular."

9. Amend and supplement Point b(iii) Clause 2 Article 16 as follows:

"(iii) For the buyer or transferee of the contribution portion of a joint venture bank that is a non-bank enterprise, the application package includes the documents stipulated in Point c(iii) Clause 1 Article 13 of this Circular."

10. Amend and supplement the title of Article 17 as follows:

"Article 17. Purchase, Acceptance of Transfer of Shares Leading to Becoming a Major Shareholder"

11. Amend and supplement Clause 3 Article 17 as follows:

"3. The purchase of shares by organizations or individuals leading to such organizations or individuals becoming major shareholders in the case of a joint-stock commercial bank increasing its charter capital shall be carried out according to the provisions of Article 12 of this Circular.

12. Supplement Article 17a as follows:

12. Add Article 17a as follows:

"Article 17a. Notification to the business registration authority regarding the approval of changes by commercial banks and foreign bank branches

Within five working days from the date the State Bank of Vietnam issues a document approving amendments and supplements to the license of commercial banks and foreign bank branches, the Banking Inspection and Supervision Authority, the State Bank of Vietnam branch in the province/city shall be responsible for notifying in writing to the business registration authority to update the national enterprise registration information system with the Decision amending and supplementing the license.

13. Amend the title of Chapter III as follows:

"Chapter III. Implementation Organization"

14. Amend and supplement Clause 1 of Article 18 as follows:

"1. The focal point for receiving, examining, soliciting opinions from relevant units under the State Bank of Vietnam (if necessary), compiling and submitting to the Governor of the State Bank of Vietnam for consideration and approval on matters of change prescribed in Clause 1 of Article 4 of this Circular; within five working days from the date the State Bank of Vietnam receives the document of the commercial bank, foreign bank branch in accordance with Clause 4 of Article 7 of this Circular, the Banking Inspection and Supervision Authority shall request the State Bank of Vietnam branch in the province/city where the commercial bank plans to establish its headquarters, foreign bank branch plans to establish its office to inspect whether the conditions for the headquarters of the commercial bank, the office of the foreign bank branch planned to be established in the area are fully met."

15. Supplement Clause 1a to Article 18 as follows:

"1a. Receiving, examining the file and considering, approving on matters of change prescribed in Clause 2 of Article 4 of this Circular."

16. Supplement Appendix 01, Appendix 02 issued together with this Circular to Circular No. 50/2018/TT-NHNN.

Article 2. Replace, abolish certain phrases, clauses of Circular No. 50/2018/TT-NHNN

1. Delete the phrase "procedure" at Clause 1 of Article 1, Clause 3 of Article 2, Clause 2 of Article 5, Clause 2 of Article 6, Clause 2 of Article 7, Clause 2 of Article 9, Clause 2 of Article 10, Clause 2 of Article 11, Clause 2 of Article 12, Clause 3 of Article 13, Clause 2, 3 of Article 14, Clause 2 of Article 15, Clause 3 of Article 16, Clause 4 of Article 17.

2. Replace the phrase "business operations" and the phrase "activities" in Article 10 with the phrase "transactions."

3. Replace the phrase "Clause 6 Article 103 Law on Credit Organizations" with the phrase "Clause 8 Article 111 Law on Credit Organizations" at item c(ii) Point 1 Clause 1 of Article 13.

4. Replace the phrase "retained earnings" with the phrase "cumulative undistributed profits" in the name of Article 11, Point b, c(ii) Clause 1 of Article 11, Point a(iii) Clause 1 of Article 13, Point a(iii) Clause 1, Clause 2 of Article 14.

5. Abolish Clause 3 of Article 1, Clause 3 of Article 10, Clause 1 of Article 17.

This Circular takes effect from December 25, 2025/.

The Director of the Office, the Director of Banking Inspection and Supervision, the Heads of Units under the State Bank of Vietnam, commercial banks, foreign bank branches are responsible for organizing the implementation of this Circular.

Article 4. Implementation provisions

1. This Circular takes effect from July 1, 2024, except for the provisions in Clause 2 of this Article.

2. The provisions on the online form of commercial bank files prescribed in this Circular take effect from July 1, 2025.

3. Abolish Clauses 1, 2, 5, 6, 7 of Article 1 of Circular No. 06/2022/TT-NHNN dated June 30, 2022 of the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circular No. 50/2018/TT-NHNN dated December 31, 2018 on the files, procedures, and formalities for approving certain changes of commercial banks and foreign bank branches.

4. Abolish Article 2 of Circular No. 13/2023/TT-NHNN dated October 31, 2023 of the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circulars on issuing licenses, organization, operation, and files, procedures, and formalities for approving certain changes of commercial banks and foreign bank branches.

APPENDIX 01

MODEL FINANCIAL CAPABILITY REPORT FOR NON-BANK ENTITIES TO PARTICIPATE IN CAPITAL CONTRIBUTION TO JOINT-VENTURE BANKS
(Issued together with Circular No. 22/2024/TT-NHNN dated June 28, 2024 of the Governor of the State Bank of Vietnam)

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

Respectfully submitted to: Joint-venture Bank...

1. Information about the entity:

- Entity Name (full and official name, in uppercase letters):

- Business Registration Number or equivalent document number, issuing authority, date of issuance:

4. EXECUTED TRANSACTION VALUE (FACE VALUE):

- Main office address:

- Telephone Number: Fax Number:

- Legal Representative's Name:

- Date of Birth:

- Identity Card Number or Personal Identification Number; current address (if different from registered residence) (for individuals with Vietnamese nationality):

- Passport Number, Date of Issue, Place of Issue; Nationality (original nationality, current nationalities); current address (for individuals without Vietnamese nationality):

2. Financial capability to participate in capital contribution to joint-venture banks:

- Shareholders' Equity (A):

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

- Financial capability to participate in capital contribution to joint-venture banks (C = A - B):

(In case the entity operates in industries requiring statutory capital, additional information must be disclosed as follows)

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

- Shareholders' Equity minus statutory capital requirement (E = A - D):

Conclusion: Adequate financial capability to participate in capital contribution to joint-venture banks (only conclude this when C and E are at least equal to the committed capital contribution amount of the entity).

3. Commitment

- Not using raised funds or loans from other organizations or individuals to contribute capital; Legally responsible for the legality of the contributed capital;

- Complying with the charter and internal regulations of the bank and relevant laws;

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

 

 

Note: Shareholders' Equity, Long-term Assets, Long-term Debt Used for Investment in Long-term Assets shall be based on the audited annual financial report of the year immediately preceding the submission of the application for approval of the purchase, transfer of equity participation, without any disclaimer from the auditing firm.

 

APPENDIX 02

MODEL FORM FOR REPORTING INFORMATION ON THE CREDIT RELATIONSHIP HISTORY OF ENTERPRISES
(Issued together with Circular No. 22/2024/TT-NHNN dated June 28, 2024 of the Governor of the State Bank of Vietnam)

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

FORM FOR REPORTING INFORMATION ON THE CREDIT RELATIONSHIP HISTORY OF ENTERPRISES

1. Enterprise name:

2. Tax code:

3. Business field:

4. Information on credit relationship history:

- Name of credit institution, foreign bank branch:

- Address:

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

- Deposits at credit institution, foreign bank branch at the time of reporting:

- Credit balance at credit institution, foreign bank branch at the time of reporting:

- Overdue debt at the time of reporting:

- Non-performing debt at credit institution, foreign bank branch:

+ Reporting period(Specify month and year):

+ Status of non-performing debt resolution(Specify how it has been resolved up to the time of reporting):

5. Commitment to fully assume responsibility for the truthfulness and accuracy of the reported information.