Consolidated Document number 23/VBHN-NHNN stipulates conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank financial institutions.

SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness __________________

 

 

CIRCULAR

Regulations on conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions

 

Circular No. 62/2024/TT-NHNN dated December 31, 2024, of the Governor of the State Bank of Vietnam stipulates the conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions, which shall take effect from February 17, 2025, amended and supplemented by:

Circular No. 26/2025/TT-NHNN dated August 31, 2025, of the Governor of the State Bank of Vietnam amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN stipulating the conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions, which shall take effect from October 25, 2025.

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Based on the Enterprise Law dated June 17, 2020;

Pursuant to the Competition Law dated June 12, 2018;

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 stipulating the conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions^[1].

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular stipulates the conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions under the forms of merger, consolidation, conversion of the legal form of credit institutions, and conversion of the type of non-bank credit institutions.

2. The conversion of a state-owned joint-stock company with 100% state capital into a public limited company shall be carried out in accordance with the laws on the conversion of state-owned enterprises into public limited companies.

3.^[2] The restructuring of credit institutions under special control shall be implemented according to the restructuring plan of credit institutions under special control that has been approved based on the procedures stipulated in this Circular, except for cases provided for in Clause 4 of this Article.

4.^[3] The restructuring of commercial banks subject to mandatory transfer at the time of mandatory transfer shall be carried out in accordance with the Decision on Mandatory Transfer.

5.^[4] The disclosure of information on the restructuring of credit institutions under special control shall be carried out in accordance with the laws on special control over credit institutions.

Article 2. Applicability

1. Credit institutions include:

a) Commercial banks;

b) Non-bank credit institutions including comprehensive financial companies and specialized financial companies.

2. Organizations and individuals related to the restructuring of credit institutions.

Article 3. Explanation of Terms

In this Circular, the following terms are understood as follows:

1. Merger of credit institutions is the act whereby one or more credit institutions (hereinafter referred to as the merged credit institution) transfers all assets, rights, obligations, and lawful interests to another credit institution (hereinafter referred to as the receiving credit institution), while ceasing the existence of the merged credit institution.

2. Consolidation of credit institutions is the act whereby two or more credit institutions (hereinafter referred to as the consolidated credit institutions) transfer all assets, rights, obligations, and lawful interests to form a new credit institution (hereinafter referred to as the consolidated credit institution), while ceasing the existence of the consolidated credit institutions.

3. Credit institution after merger is the credit institution receiving the merger after being approved by the State Bank of Vietnam (hereinafter referred to as the State Bank) for the merger.

4. Participating credit institution in merger is the merged credit institution, the receiving credit institution.

5. Participating credit institution in merger, consolidation are the participating credit institutions in merger, the consolidated credit institutions.

6. Representing credit institution is the consolidated credit institution authorized by the remaining consolidated credit institutions to handle matters related to the consolidation of credit institutions.

7. Credit institution after restructuring is the credit institution after merger, consolidated credit institution, credit institution converting its legal form, non-bank credit institution converting its type.

8. Competent authority of the credit institution is the competent authority deciding on the merger, consolidation, and conversion of the legal form of credit institutions, and the conversion of the type of non-bank credit institutions in accordance with the laws and Charter of the credit institution.

Article 4. Cases of restructuring credit organizations

1. Cases of merging credit organizations:

a) A commercial bank or a non-bank credit organization merging into a commercial bank;

b) A non-bank credit organization merging into another non-bank credit organization.

2. Cases of consolidating credit organizations:

a) A commercial bank consolidating with another commercial bank to form a single commercial bank;

b) A commercial bank consolidating with a non-bank credit organization to form a single commercial bank;

c) A non-bank credit organization consolidating with another non-bank credit organization to form a single non-bank credit organization.

3. Cases of changing the legal form of credit organizations:

a) A commercial bank or a non-bank credit organization converting from a limited liability company to a joint-stock company and vice versa;

b) A commercial bank or a non-bank credit organization converting from a single-member limited liability company to a multi-member limited liability company and vice versa.

4. Cases of changing the type of non-bank credit organizations:

a) A comprehensive financial company converting to a specialized financial company;

b) A specialized financial company converting to a comprehensive financial company.

Article 5. Principles for Preparing and Submitting Applications

1.^[5] The application dossier for approval of credit organization restructuring shall be prepared in one set in Vietnamese and submitted to the State Bank of Vietnam through one of the following methods:

a) Submitting online via the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available) for applications requesting approval for changes in legal form as stipulated in Article 17 of this Circular;

b) Submitting directly at the One-Stop Service Window of the State Bank;

c) Sending through postal services.

2. Vietnamese documents submitted must be certified copies issued from original books or certified true copies or copies accompanied by presentation of the original for verification; in cases where the applicant submits copies accompanied by presentation of the original for verification, the verifier has the responsibility to confirm the accuracy of the copy compared to the original.

3. Foreign components of the dossier must be legalized according to Vietnamese law, except in cases exempted from legalization under Vietnamese law on legalization, and translated into Vietnamese. Translations from foreign languages into Vietnamese must be notarized or certified by the translator's signature according to Vietnamese law.

4. The application must be signed by the legal representative or authorized representative (hereinafter referred to as the authorized representative). In case of signing by authorization, the application must include an authorization document established in accordance with the provisions of Vietnamese law.

5. Each set of application files must contain a list of documents.

6.^[6] When submitting the dossier online via the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available), the electronic dossier must use digital signatures in accordance with the provisions of Vietnamese 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 preventing the reception and exchange of electronic information, the declaration, submission, receipt, result delivery, information exchange, and feedback shall be conducted through postal services or directly at the One-Stop Shop of the State Bank of Vietnam.

7.^[7] Documents in electronic dossiers are scanned electronic versions of original documents (PDF format files).

Article 6. Activities of credit institutions after restructuring

1. The activities of credit institutions after restructuring must be consistent with the activities of each type of credit institution after restructuring as prescribed by law.

2. The activities of credit institutions after merger shall be the activities of the credit institution receiving the merger. The credit institution after merger may supplement the activities of the credit institution being merged if it meets all conditions for operation as prescribed by law.

3. The activities of consolidated credit institutions shall be the activities of the credit institutions being consolidated if the consolidated credit institution meets all conditions for operation as prescribed by law.

4. The activities of credit institutions changing legal form shall be the activities of the credit institution whose legal form has been changed.

5. Non-bank credit institutions changing their type shall modify and supplement their operational content to be consistent with the type of non-bank credit institution changing its type as prescribed by relevant laws.

Article 7. Disclosure of information on restructuring of credit institutions

1. After the State Bank approves the principle of merger, consolidation, or change of legal form of credit institutions, the participating credit institutions in mergers and consolidations, and the credit institution whose legal form has been changed must publish such information on one communication medium of the State Bank, in one printed newspaper for three consecutive issues, or on one online newspaper in Vietnam, and must post at their main offices, branches, transaction offices (if any), and affiliated units the following information:

a) The number and date of the State Bank's document approving the principle of merger, consolidation, or change of legal form of credit institutions;

b) The name and main office address of the participating credit institutions in mergers and consolidations, and the credit institution whose legal form has been changed;

c) The charter capital of the participating credit institutions in mergers and consolidations, and the credit institution whose legal form has been changed at the time of submitting the application for approval of the principle of merger, consolidation, or change of legal form;

d) The legal representative of the participating credit institutions in mergers and consolidations, and the credit institution whose legal form has been changed;

đ) Expected information about the credit institution after merger, consolidated credit institution, credit institution changing legal form, including: name, main office address; charter capital; legal representative; legal form.

2. After the State Bank approves the merger, consolidation, or change of legal form of credit institutions, or the change of type of non-bank credit institutions, the credit institution after restructuring must publish such information on one communication medium of the State Bank, in one printed newspaper for three consecutive issues, or on one online newspaper in Vietnam, and must post at their main offices, branches, transaction offices (if any), and affiliated units the following information:

a) The number and date of the State Bank's document approving the merger, consolidation, or change of legal form of credit institutions; change of type of non-bank credit institutions;

b) The number and date of the License for Establishment and Operation; the number and date of the document amending and supplementing the License for Establishment and Operation;

c) The name and main office address of the credit institution after restructuring;

d) The charter capital of the credit institution after restructuring;

đ) The legal representative of the credit institution after restructuring;

e) The legal form of the credit institution after restructuring; type of activity of the non-bank credit institution changing type;

g) List of founding shareholders, major shareholders, strategic shareholders, contributing members, owners of the credit institution after restructuring, and their shareholding ratios;

h) The expected opening date for operations for consolidated credit institutions and credit institutions changing legal form;

i) Official information on the cessation of operations of the credit institution being merged, credit institution being consolidated, credit institution whose legal form has been changed, including:

(i) Name, main office address;

(ii) Number and date of the License for Establishment and Operation;

(iii) Charter capital;

(iv) Legal representative;

(v) Legal form;

(vi) Date of cessation of operations. The cessation date of the credit institution being merged, credit institution being consolidated, credit institution whose legal form has been changed is the date when the State Bank issues a document amending and supplementing the License for Establishment and Operation of the credit institution receiving the merger; the opening date of operations of the consolidated credit institution; the opening date of operations of the credit institution changing legal form.

3. Credit institutions participating in mergers and consolidations may agree and uniformly disclose the information stipulated in Clause 1 of this Article.

Chapter II

MERGER AND CONSOLIDATION OF CREDIT INSTITUTIONS

Article 8. Principles of Merger and Consolidation

1. To be carried out according to agreement; ensuring the normal operation of credit organizations; guaranteeing the rights and legitimate interests of customers, creditors, and other related parties during the merger and consolidation process.

2. Comply with the provisions of this Circular and relevant laws.

3.^[8] Ensure the stable operation of credit organizations participating in the merger and consolidation before the Merger and Consolidation Plan is approved by the competent authority of the credit organization. Documents and materials related to the merger and consolidation of credit organizations must ensure prudence, honesty, accuracy, and not cause misunderstanding.

4. Strictly prohibit the disposal of assets in any form. The transfer and sale of assets during the merger and consolidation process must ensure transparency, comply with legal regulations and agreements between the parties, ensure asset safety, and not affect the interests of credit organizations participating in the merger and consolidation, individuals and organizations related to the merger and consolidation.

5. The establishment and operation license of the credit organization being consolidated becomes invalid when the consolidated credit organization commences operations. The establishment and operation license of the credit organization being merged becomes invalid from the date the State Bank issues a document amending and supplementing the establishment and operation license of the credit organization receiving the merger.

Article 9. Conditions for Merger and Consolidation

1. Credit organizations participating in the merger and consolidation must meet the following conditions:

a) Not falling under cases of prohibited economic concentration;

b) Having a Merger and Consolidation Plan in accordance with Article 12 of this Circular approved by the competent authority of the participating credit organizations;

c) The charter capital of the consolidated credit organization, the credit organization after merger must be at least equal to the statutory capital level of the type of credit organization being consolidated, the credit organization after merger as prescribed by law.

2. After the merger and consolidation, the credit organization after merger, the consolidated credit organization must ensure compliance with legal regulations on limits, ratios for ensuring safety, equity participation ratios, shareholding.

Article 10. Documents for Requesting Approval of Merger

1. Documents for requesting approval of the principle of merger:

a) Application for merger approval of the participating credit organizations in accordance with the model prescribed in Appendix 01 issued together with this Circular;

b) Authorization document of the credit organization being merged entrusting the credit organization receiving the merger to carry out tasks related to the merger in accordance with this Circular;

c) Report documents of the participating credit organizations on compliance with point a, Clause 1, Article 9 of this Circular; or documents proving compliance with point a, Clause 1, Article 9 of this Circular in accordance with competition laws;

d) Decision documents of the competent authority approving the participating credit organizations on the Merger Plan, Merger Contract, Charter of the credit organization after merger, and other issues related to the merger of credit organizations;

đ) Merger Plan in accordance with Article 12 of this Circular;

e) Merger Contract approved by the competent authority of the participating credit organizations and signed by the legal representatives of the participating credit organizations, including the main contents of the merger contract as prescribed in point a, Clause 2, Article 201 of the Enterprise Law;

g) Charter of the credit organization after merger approved by the competent authority of the participating credit organizations;

h) Financial statements of the last three consecutive years prior to the year of submitting the application for approval of the principle of merger of the participating credit organizations audited by an independent auditing organization without any disclaimer. In case there is no audited financial statement of the most recent year at the time of submitting the application for approval of the principle of merger, submit the unaudited financial statement. The credit organization must submit the audited financial statement immediately upon issuance of the audit report by the auditing organization. The participating credit organization is responsible for the content of the submitted financial statement.

2. Documents for requesting approval of merger:

a) Document of the credit organization receiving the merger requesting:

(i) Approval of merger, change in charter capital;

(ii) Approval of other contents (if any);

b) Documents for requesting the State Bank's approval of the contents specified in point a(ii) of this clause in accordance with the State Bank's regulations and relevant laws;

c) Decision documents of the competent authority approving the participating credit organizations on changes in the Merger Plan and other issues related to the merger (if any);

d) Document of the credit organization receiving the merger detailing the changes compared to the Merger Plan previously submitted to the Governor of the State Bank for approval of the principle of merger (if any);

đ) Commitment document of the credit organization receiving the merger regarding the post-merger credit organization ensuring compliance with Clause 2, Article 9 of this Circular.

Article 11. Documents for requesting approval of merger

1. Documents for requesting approval of the principle of merger:

a) Application for approval of merger from credit organizations to be merged according to the model prescribed in Appendix 01 issued together with this Circular;

b) Authorization documents from credit organizations to be merged authorizing a representative credit organization to perform tasks related to the merger as stipulated in this Circular;

c) Reports from credit organizations to be merged on compliance with the provisions at point a, Clause 1, Article 9 of this Circular; or evidence proving compliance with the provisions at point a, Clause 1, Article 9 of this Circular according to competition laws;

d) Documents of competent authorities deciding on the credit organizations to be merged approving the Merger Project; the Merger Contract; draft Charter of the merged credit organization; list of personnel expected to be elected or appointed to positions of members of the Board of Directors, Board of Members, Supervisory Board, General Director (Director) and other issues related to the merger of credit organizations;

đ) The Merger Project as prescribed in Article 12 of this Circular;

e) The Merger Contract already approved by the competent authorities of the credit organizations to be merged and signed by the legal representatives of the credit organizations to be merged, including the main contents of the Merger Contract as stipulated at point a, Clause 2, Article 200 of the Enterprise Law;

g) Draft Charter of the merged credit organization already approved by the competent authorities of the credit organizations to be merged;

h) Financial reports of the three consecutive years prior to the year of submitting the application for approval of the principle of merger of the credit organizations to be merged, audited by an independent auditing organization without any disclaimer. In case there is no financial report of the nearest year audited at the time of submitting the application for approval of the principle of merger, submit the un-audited financial report. Credit organizations must submit the audited financial report immediately after the auditing organization issues the audit report. The credit organizations to be merged shall be responsible for the contents of the submitted financial reports;

i) Draft internal regulations on the organizational structure and operations of the merged credit organization, at least including internal regulations stipulated at Clause 2, Article 101 of the Law on Credit Organizations and the following regulations:

(i) Regulations on the organizational structure and operations of the Board of Directors, Board of Members, Supervisory Board, and management personnel;

(ii) Regulations on the organizational structure and operations of the headquarters, branches, and other dependent units;

k) List of personnel expected to be elected or appointed to positions of members of the Board of Directors, Board of Members, Supervisory Board, and General Director (Director) of the merged credit organization;

l) Evidence proving that the expected personnel meet the criteria and conditions for positions of members of the Board of Directors, Board of Members, Supervisory Board, and General Director (Director) of the merged credit organization according to the State Bank of Vietnam's procedures and documents for approving lists of expected personnel of commercial banks, non-bank credit organizations, and foreign bank branches;

2. Documents for requesting approval of merger:

a) Document of the representative credit organization requesting:

(i) Approval of merger;

(ii) Approval of other contents (if any);

b) Documents for requesting the State Bank's approval of the contents specified in point a(ii) of this clause in accordance with the State Bank's regulations and relevant laws;

c) Charter of the merged credit organization approved by the competent authority of the merged credit organization;

d) Document of the competent authority of the credit organizations to be merged approving changes in the Merger Project and other issues related to the merger (if any);

đ) Document of the representative credit organization detailing changes compared to the Merger Project submitted to the Governor of the State Bank of Vietnam for approval of the principle of merger (if any);

e) Document of the competent authority of the merged credit organization approving the Charter; electing and appointing positions of members of the Board of Directors, Board of Members, Supervisory Board; regulations on the organizational structure and operations of the Board of Directors, Board of Members, Supervisory Board of the merged credit organization and other issues related to the merged credit organization;

g) Document of the competent authority of the merged credit organization regarding the election of positions of Chairman of the Board of Directors, Chairman of the Board of Members; election of position of Head of the Supervisory Board;

h) Document of the competent authority of the merged credit organization regarding the appointment of positions of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

i) Internal regulations on the organizational structure and operations of the merged credit organization as stipulated at point i, Clause 1 of this Article, already approved by the competent authority of the merged credit organization;

k) Commitment document of the representative credit organization ensuring that the merged credit organization complies with the provisions at Clause 2, Article 9 of this Circular.

Article 12. Merger and consolidation plan

1. The merger and consolidation plan must be approved by the competent authority of the participating credit organizations, and signed and stamped by the legitimate representatives of the participating credit organizations, who shall bear responsibility for it.

2. The minimum contents of the merger and consolidation plan shall include the following:

a) Name, address, and website (if available) of the participating credit organizations;

b) Name, address, and contact phone number of the owner, Chairman, and members of the Board of Directors, Chairman and members of the Board of Members, Head and members of the Supervisory Board, General Director (Director) of the participating credit organizations;

c) Reasons for merger and consolidation;

d) Summary of financial status and operating results of the participating credit organizations in the three consecutive years prior to the year of submitting the application for approval of the principle of merger and consolidation;

đ) Actual value of charter capital, bad debt, limits, safety ratios in operation, and compliance with these limits and ratios of the participating credit organizations before merger and consolidation; charter capital and actual value of charter capital of the credit organization after merger, consolidated credit organization;

e) Merger and consolidation roadmap;

g) Method of converting contributed capital, shares (including time, form, conversion ratio);

h) Organization of meetings by the competent authority of the participating credit organizations, credit organization after merger, consolidated credit organization, under conditions, components, meeting format, voting method according to the provisions of the law and the Charter of the credit organization to approve the merger and consolidation; authorization for the credit organization receiving the merger to organize this meeting;

i) Rights and obligations of the participating credit organizations in the merger and consolidation, related organizations and individuals (if any);

k) Plan for handling employees working at the participating credit organizations in the merger and consolidation;

l) List and contribution ratio of founding shareholders, major shareholders, contributing members of the credit organization after merger, consolidated credit organization;

m) Expected organizational structure, personnel, network activities, and other issues related to the organization and operation of the credit organization after merger, consolidated credit organization;

n) Measures to convert and integrate management information systems, internal control systems, internal audit systems, data transmission systems to ensure smooth operations during and after merger and consolidation;

o) Expected business plan for the first three years of the credit organization after merger, consolidated credit organization, which must minimally include the following contents: Market analysis, strategy, objectives, and business plans; expected financial reports for each year (financial condition report, operating result report, cash flow statement, limits, safety ratios in operation, performance indicators, and explanation of the ability to achieve financial indicators in each year);

p) Impact assessment and handling plan (if any) of the merger and consolidation to ensure normal operation of the participating credit organizations and stability of the credit organization system;

q) Compliance with the conditions stipulated in Clause 2 of Article 9 of this Circular.

Article 13. Procedures for Approval of Merger

1. Approval of Principle for Merger:

a) The credit organization receiving the merger shall prepare a dossier requesting approval of the principle for merger in accordance with Clause 1, Article 10 of this Circular and submit it to the State Bank.

In case the dossier is incomplete or invalid, within twenty days from the date of receipt of the dossier, the State Bank shall issue a document requesting the credit organization to supplement and complete the dossier;

b)^[9] The credit organization shall supplement and complete the dossier within thirty days from the date the State Bank issues the document requesting supplementation and completion of the dossier. Beyond this period, the credit organization must resubmit the dossier in accordance with this Circular for the State Bank to review and approve;

c) Within thirty days from the date of receipt of all valid dossiers, the State Bank shall issue a document to seek opinions from the People's Committee of the province or centrally governed city where the participating credit organizations have their main offices regarding the impact of the merger on economic and social stability in the area and their views on the merger;

d) Within fifteen days from the date of receipt of the State Bank's document, the People's Committee of the province or centrally governed city shall provide written comments on the requested contents;

đ) Within twenty days from the date of receipt of the comments from the People's Committee of the province or centrally governed city, the State Bank shall issue a document approving the principle for the merger of credit organizations. In case of non-approval, the State Bank shall issue a document clearly stating the reasons;

2. Within seven working days from the date the State Bank approves the principle for the merger, the participating credit organizations shall implement information disclosure in accordance with Clause 1 and 3, Article 7 of this Circular.

3. Approval of Merger:

a) Within ninety days from the date the State Bank approves the principle for the merger, the credit organization receiving the merger shall submit one dossier requesting approval of the merger as stipulated in Clause 2, Article 10 of this Circular to the State Bank. If the State Bank does not receive the aforementioned dossier beyond this period, the document approving the principle for the merger of the credit organization shall become ineffective;

In case the dossier is incomplete or invalid, within twenty days from the date of receipt of the dossier, the State Bank shall issue a document requesting the credit organization to supplement and complete the dossier;

b)^[10] The credit organization shall supplement and complete the dossier submitted to the State Bank within forty-five days from the date the State Bank issues the document requesting supplementation and completion of the dossier. If the State Bank does not receive the aforementioned dossier beyond this period, the document approving the principle for the merger of the credit organization shall become ineffective;

c) Within thirty days from the date of receipt of all valid dossiers, the State Bank shall issue a document approving the merger according to the model prescribed in Appendix 04 issued together with this Circular; amend and supplement the License for Establishment and Operation of the credit organization receiving the merger and approve other relevant contents (if any). In case of non-approval, the State Bank shall issue a document clearly stating the reasons;

4. Within forty-five days from the date the document approving the merger becomes effective, the credit organization receiving the merger shall implement information disclosure in accordance with Clause 2, Article 7 of this Circular and submit a report on the completion of the merger to the State Bank;

5. Within five working days from the date the License for Establishment and Operation of the credit organization being merged becomes ineffective, the credit organization being merged shall be responsible for returning the License for Establishment and Operation that has become ineffective to the State Bank.

Article 14. Procedures for Approval of Merger

1. Approval of Principle for Merger:

a) The credit organization represents to prepare the application for approval of principle for merger according to Clause 1, Article 11 of this Circular and submit it to the State Bank.

In case the dossier is incomplete or invalid, within twenty days from the date of receipt of the dossier, the State Bank shall issue a document requesting the credit organization to supplement and complete the dossier;

b)^[11] The credit organization shall supplement and complete the dossier within thirty days from the date the State Bank issues the document requesting supplementation and completion of the dossier. Beyond this period, the credit organization must resubmit the dossier in accordance with this Circular for the State Bank to review and approve;

c) Within thirty days from the date of receipt of complete and valid files, the State Bank sends a document to seek opinions from the People's Committee of the province or centrally governed city where the head offices of the credit organizations being merged are located, and where the head office of the merging credit organization is planned to be located, regarding the impact of the merger on economic and social stability in the area and their views on the merger.

d) Within fifteen days from the date of receipt of the State Bank's document, the People's Committee of the province or centrally governed city shall provide written comments on the requested contents;

đ) Within twenty days from the date of receipt of opinions from the People's Committee of the province or centrally governed city, the State Bank issues a document approving the principle for merger of credit organizations and approves the list of proposed personnel. In case of disapproval, the State Bank issues a document clearly stating the reasons.

2. Within seven working days from the date the State Bank approves the principle for merger, the credit organization being merged shall publish information according to Clause 1 and 3, Article 7 of this Circular.

3. Approval of Merger:

a) Within ninety days from the date the State Bank approves the principle for merger, the representative credit organization submits one set of application file for approval of merger as stipulated in Clause 2, Article 11 of this Circular to the State Bank. If the State Bank does not receive the aforementioned file within this period, the document approving the principle for merger of credit organizations becomes invalid.

In case the dossier is incomplete or invalid, within twenty days from the date of receipt of the dossier, the State Bank shall issue a document requesting the credit organization to supplement and complete the dossier;

b)^[12] The credit organization supplements and completes the file sent to the State Bank within forty-five days from the date the State Bank requests supplementation and completion of the file. If the State Bank does not receive the aforementioned file within this period, the document approving the principle for merger of credit organizations becomes invalid;

c) Within thirty days from the date of receipt of complete and valid files, the State Bank issues a document approving the merger according to the model prescribed in Appendix 05 issued together with this Circular; issues the License for Establishment and Operation of the merged credit organization, and approves other contents (if any). In case of disapproval, the State Bank issues a document clearly stating the reasons.

4. Within forty-five days from the date the document approving the merger takes effect, the merged credit organization publishes information according to Clause 2, Article 7 of this Circular, and commences operations in accordance with the law.

5.^[13] Within five working days from the date the License for Establishment and Operation of the credit organization being merged expires, the credit organization being merged is responsible for returning the expired License for Establishment and Operation to the State Bank, and the merged credit organization issues a report on the completion of the merger, and information about the legal representative of the merged credit organization (if there is a change) to the State Bank.

Chapter III

TRANSFORMATION OF LEGAL FORM OF CREDIT ORGANIZATIONS

Article 15. Principles for Transformation of Legal Form

1. The transfer of contributed capital shares, shareholding, and issuance of shares must comply with the regulations of the State Bank and relevant laws.

2. Credit organizations can only transform their legal form in accordance with the legal form specified in Article 6 of the Law on Credit Organizations and the provisions of this Circular.

3.^[14] Ensure the stable operation of credit organizations before the Plan for Transformation of Legal Form is approved by the competent authority of the credit organization. All related files and documents concerning the transformation of the legal form of credit organizations must adhere to the principles of prudence, honesty, accuracy, and clarity to avoid misunderstandings.

4. Strictly prohibit any form of asset diversion. The transfer and sale of assets during the transformation of legal form must ensure transparency, compliance with legal regulations and agreements between parties, ensuring asset safety, and not affecting the interests of credit organizations and individuals involved in the transformation of legal form.

5. The License for Establishment and Operation of credit organizations that have transformed their legal form will expire when the credit organization begins operations under its new legal form.

Article 16. Conditions for Changing Legal Form

1. Credit organizations that change their legal form must have a Plan for Changing Legal Form as prescribed in Article 18 of this Circular and must be approved by the competent authority of the credit organization.

2. In the case where a credit organization changes from a limited liability company to a joint-stock company, it must satisfy the following conditions:

a) The conditions stipulated in Clause 1 of this Article;

b)^[15] A credit organization changing its legal form must meet the conditions for issuing shares to the public as prescribed by relevant laws for the purpose of changing from a limited liability company to a joint-stock company;

c)^[16] Founding shareholders (if any), major shareholders, strategic shareholders of the credit organization changing its legal form must meet the conditions prescribed by law for founding shareholders of credit organizations when they are newly established, except in cases where the founding shareholders, major shareholders, and strategic shareholders are commercial banks receiving mandatory transfer and implementing a mandatory transfer plan;

d) Foreign investors who are shareholders or strategic shareholders of the credit organization changing its legal form must meet the conditions prescribed by law regarding foreign investors purchasing shares of Vietnamese credit organizations;

đ) Organizations and individuals purchasing shares must ensure compliance with the provisions of law on shareholding ratios and regulations on purchasing and holding shares of other credit organizations (in the case where the purchaser is a commercial bank);

3. In the case where a credit organization changes from a single-member limited liability company to a multi-member limited liability company and vice versa, or from a joint-stock company to a limited liability company, it must satisfy the following conditions:

a) The conditions stipulated in Clause 1 of this Article;

b) The owner, capital contributors receiving transfer, and new capital contributors of the credit organization changing its legal form must meet the conditions prescribed by law for owners and founding members of credit organizations when they are newly established;

c) Capital contributors receiving transfer and new capital contributors of the credit organization changing its legal form must comply with the provisions of law on capital contribution ratios;

Article 17. Documents for Requesting Approval to Change Legal Form

1. Documents for requesting approval of the principle to change legal form:

a) Application for approval to change legal form of the credit organization according to the model prescribed in Appendix 02 issued together with this Circular;

b) Document of the competent authority approving the credit organization's Plan for Changing Legal Form; draft Articles of Association; list of personnel expected to be elected or appointed to positions on the Board of Directors, Board of Members, Supervisory Board, General Director (Director) of the credit organization changing its legal form and other issues related to changing legal form;

c) Plan for Changing Legal Form as prescribed in Article 18 of this Circular;

d) Draft Articles of Association of the credit organization changing its legal form approved by the competent authority of the credit organization;

đ) Financial statements for the three consecutive years prior to the year of submitting the application for approval of the principle to change legal form, audited by an independent auditing organization and without any disclaimer. If at the time of submitting the application for approval of the principle to change legal form, there is no audited financial statement of the most recent year, then submit the unaudited financial statement. The credit organization must submit the audited financial statement immediately upon issuance of the audit report by the auditing organization. The credit organization shall be responsible for the contents of the submitted financial statements;

e) Draft internal basic regulations on the organizational structure and operations of the credit organization changing its legal form, including at least the internal regulations prescribed in Clause 2 of Article 101 of the Law on Credit Institutions and the following regulations:

(i) Regulations on the organizational structure and operations of the Board of Directors, Board of Members, Supervisory Board, and management personnel;

(ii) Regulations on the organizational structure and operations of the headquarters, branches, and other dependent units;

g) List of personnel expected to be elected or appointed to positions on the Board of Directors, Board of Members, Supervisory Board, General Director (Director) of the credit organization changing its legal form;

h) Documentation proving that the expected personnel meet the qualifications and conditions for positions on the Board of Directors, Board of Members, Supervisory Board, General Director (Director) of the credit organization changing its legal form as prescribed by the State Bank of Vietnam regarding procedures and documents for approving lists of expected personnel of commercial banks, non-bank credit institutions, and foreign bank branches;

i) Documentation and information provided to investors, which must include at least the following contents: conditions for founding shareholders, major shareholders, strategic shareholders, foreign investor shareholders, owners, capital contributors receiving transfer, and new capital contributors of the credit organization changing its legal form;

2. Documents for requesting approval to change legal form:

a) Document of the credit organization requesting:

(i) Approval to change legal form;

(ii) Approval of other contents (if any);

b) Documents for requesting the State Bank's approval of the contents specified in point a(ii) of this clause in accordance with the State Bank's regulations and relevant laws;

c) Articles of Association of the credit organization changing its legal form approved by the competent authority of the credit organization changing its legal form;

d) Document of the competent authority approving the credit organization changing its legal form on the changes in the Plan for Changing Legal Form and other issues related to changing legal form (if any);

đ) Document of the credit organization changing its legal form detailing the changes compared to the Plan for Changing Legal Form previously submitted to the Governor of the State Bank of Vietnam for approval of the principle to change legal form (if any);

e) Documents from the competent authority deciding on the credit institution's legal form conversion through its Charter; electing and appointing positions of Board of Directors members, Board of Members members, Supervisory Board; provisions regarding the organization and operation of the Board of Directors, Board of Members, Supervisory Board of the credit institution converting its legal form and other issues related to the credit institution converting its legal form;

g) Documents from the competent authority deciding on the credit institution's legal form conversion regarding the election of the position of Chairman of the Board of Directors, Chairman of the Board of Members; electing the position of Head of the Supervisory Board; appointing the Chairman, Board of Members members, Supervisory Board members;

h) Documents from the competent authority deciding on the credit institution's legal form conversion regarding the appointment of the position of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

i) List, amount, and contribution ratio of contributing members, founding shareholders, major shareholders, strategic shareholders, foreign investor shareholders of the credit institution converting its legal form;

k) Internal regulations on the organization and operation of the credit institution converting its legal form as stipulated in point e clause 1 of this Article, which have been approved by the competent authority deciding on the credit institution's legal form conversion;

l) In addition to the documents specified in points a, b, c, d, đ, e, g, h, i, k of this clause, credit institutions converting from a limited liability company to a joint-stock company shall submit the following additional documents:

(i)^[17] Report on the results of issuing shares and confirmation from the bank or foreign bank branch where the frozen account is opened regarding the amount received from the issuance, document from the State Securities Commission confirming receipt of the report on the results of the public share offering for the purpose of converting a limited liability company into a joint-stock company or Share Transfer Agreement or proof of completed transfer in the case of share transfer; Proof of new shareholder capital contribution in the case of accepting new shareholders;

(ii) Documents of founding shareholders (if any), major shareholders, strategic shareholders of the credit institution converting its legal form, implemented according to the documents for founding shareholders establishing credit institutions as prescribed by the State Bank regarding the documents and procedures for the initial issuance of operating licenses for credit institutions;

(iii) Documents of shareholders, strategic shareholders who are foreign investors of the credit institution converting its legal form, in accordance with the State Bank's regulations on the documents and procedures for approving foreign investors' purchase of shares in Vietnamese credit institutions;

m) In addition to the documents specified in points a, b, c, d, đ, e, g, h, i, k of this clause, credit institutions converting from a single-member limited liability company to a multi-member limited liability company and vice versa, and credit institutions converting from a joint-stock company to a limited liability company shall submit the following additional documents:

(i) Share transfer agreement or investment contribution agreement or proof of completed share transfer;

(ii) Document from the credit institution being converted into a legal form confirming the status of contributing member of the credit institution converting its legal form;

(iii) Documents of the owner, transferee, new contributing member of the credit institution converting its legal form, implemented according to the documents for owners, founding contributing members establishing credit institutions as prescribed by the State Bank regarding the documents and procedures for the initial issuance of operating licenses for credit institutions.

Article 18. Plan for Changing Legal Form

1. The plan for changing legal form must be decided by the competent authority of the credit institution and signed, stamped, and held responsible by the legitimate representative of the credit institution.

2. The minimum contents of the plan for changing legal form shall include the following:

a) Name, address, and website (if available) of the credit institution;

b) Name, address, and contact phone number of the owner, Chairman, and members of the Board of Members, Chairman and members of the Board of Management, Head and members of the Supervisory Board, General Director (Director) of the credit institution;

c) Reason for changing legal form;

d) Summary of financial situation and operating results of the credit institution to be converted in the three consecutive years immediately preceding the year of requesting approval to change legal form;

đ) Actual value of charter capital before and after the credit institution changes its legal form; bad debts, limits, safety ratios in operations, and compliance with these limits and ratios by the credit institution prior to changing its legal form;

e) Rights and obligations of the credit institution and related organizations and individuals (if any);

g) Expected organizational chart, network of operations, and other issues related to the organization and operation of the credit institution changing its legal form;

h) Anticipated business plan for the first three years of the credit institution changing its legal form, which must at least include: Market analysis, strategy, objectives, and business plans; projected financial reports for each year (financial condition report; operating result report, cash flow statement; limits, safety ratios in operations; performance indicators and explanations on the feasibility of financial targets in each year);

i) Proportions of contributed capital, share ownership; conditions for founding shareholders, major shareholders, strategic shareholders, foreign investors, owners, transferring contributors, new contributors of the credit institution changing its legal form;

k) Method of converting contributed capital, shares (including time, form, conversion ratio).

Article 19. Procedure for Approving Change of Legal Form

1. Approval of Principle for Changing Legal Form:

a) The credit institution prepares one set of application documents for approving the principle of changing legal form according to Clause 1, Article 17 of this Circular and submits it to the State Bank.

In case the application documents are incomplete or invalid, within thirty days from the date of receipt of the documents, the State Bank will issue a document requesting the credit institution to supplement and complete the documents;

b)^[18] The credit organization shall supplement and complete the dossier within thirty days from the date the State Bank issues the document requesting supplementation and completion of the dossier. Beyond this period, the credit organization must resubmit the dossier in accordance with this Circular for the State Bank to review and approve;

c) Within sixty days from the date of receiving valid documents, the State Bank will issue a document approving the principle of changing legal form of the credit institution and approving the list of proposed personnel. If not approved, the State Bank will issue a document stating the reasons.

2. Within seven working days from the date the State Bank approves the principle of changing legal form, the credit institution to be changed in legal form shall publish information according to Clause 1, Article 7 of this Circular.

3. Approval of Change of Legal Form:

a) Within one hundred twenty days from the date the State Bank approves the principle of changing legal form, the credit institution shall submit one set of application documents for approving the change of legal form as stipulated in Clause 2, Article 17 of this Circular to the State Bank. If the State Bank does not receive the aforementioned documents beyond this period, the document approving the principle of changing legal form will become invalid.

In case the application documents are incomplete or invalid, within twenty days from the date of receipt of the documents, the State Bank will issue a document requesting the credit institution to supplement and complete the documents;

b)^[19] The credit institution shall supplement and complete the documents and resubmit them to the State Bank within forty-five days from the date the State Bank issues the request for supplementation and completion of the documents. If the State Bank does not receive the aforementioned documents beyond this period, the document approving the principle of changing legal form will become invalid;

c) Within thirty days from the date of receiving valid documents, the State Bank will issue a document approving the change of legal form of the credit institution according to the model prescribed in Appendix 06 issued together with this Circular, issue a License for Establishment and Operation of the credit institution, and approve other contents (if any). If not approved, the State Bank will issue a document stating the reasons.

4. Within forty-five days from the date the document approving the change of legal form becomes effective, the credit institution shall publish information according to Clause 2, Article 7 of this Circular; organize the commencement of operations in accordance with the law.

5.^[20] Within five working days from the date the License for Establishment and Operation of the credit institution changing its legal form expires, the credit institution changing its legal form shall be responsible for returning the expired License for Establishment and Operation to the State Bank and issue a report on the completion of the change of legal form, information about the legal representative of the credit institution changing its legal form (if there is a change), and send it to the State Bank.

Chapter IV

TRANSITION TO NON-BANK CREDIT INSTITUTION FORMS

Article 20. Principles for Changing the Type of Organization

1. Non-bank financial institutions may only change their type in accordance with the cases of changing types specified in this Circular.

2.^[21]  Ensure the stable operation of non-bank financial institutions before the Change Plan is approved by the competent authority of the non-bank financial institution. All documents related to the change of type of non-bank financial institutions must comply with the principles of prudence, honesty, and accuracy.

3. Non-bank financial institutions that are allowed to change their type shall implement procedures to amend and supplement the content of their operations to become non-bank financial institutions that have changed their type.

Article 21. Conditions for Changing the Type of Non-Bank Financial Institution

A non-bank financial institution may change its type if it meets all of the following conditions:

1. It must have a Change Plan in accordance with Article 23 of this Circular and such plan must be approved by the competent authority of the non-bank financial institution.

2. At the time of application, the Board of Directors, Board of Members, and Supervisory Board must meet the number and structure requirements stipulated by law, and there must not be a vacancy in the position of General Director (Director).

3. At the time of application, the non-bank financial institution must have an internal control system and internal audit system that ensure compliance with Articles 57 and 58 of the Law on Credit Institutions and relevant laws.

4. In the case where a specialized finance company changes its type to a universal finance company, in addition to the conditions set out in Clauses 1, 2, and 3 of this Article, it must also meet the following conditions:

a) The actual value of the charter capital at December 31 of the year immediately preceding the year of application for changing the type must not be lower than the statutory capital requirement for the type of non-bank financial institution being changed. The actual value of the charter capital is determined according to the regulations of the Governor of the State Bank regarding limits and ratios to ensure safety based on audited individual financial statements of the year immediately preceding the year of application.

b) Continuous profitability in business for at least two consecutive years immediately preceding the year of application for changing the type and up to the month immediately preceding the application date;

c) Compliance with restrictions to ensure safety in the operation of non-bank financial institutions as prescribed in the Law on Credit Institutions and guidelines issued by the State Bank continuously for twelve months immediately preceding the month of application;

d) Compliance with regulations on classification of assets, provisioning rates, methods of establishing provisions for risks, and the use of provisions to address risks in operations as prescribed by law continuously in each quarter of the year immediately preceding the year of application and each quarter up to the application date;

đ) Not having been administratively penalized in the field of currency and banking within the last twelve months prior to the application date;

e) Not being subject to measures to restrict expansion of activities.

Article 22. Documents for Requesting Approval to Change the Type of Non-Bank Credit Institution

1. The document of the non-bank credit institution sent to the State Bank according to the model prescribed in Appendix 03 issued together with this Circular requesting:

a) Approval to change the type;

b) Approval for other contents (if any).

2. The documents requesting the State Bank to approve the contents specified in point b, Clause 1, Article 22 of this Circular shall be implemented in accordance with the regulations of the State Bank and relevant laws.

3. The document of the competent authority deciding on the non-bank credit institution approving the restructuring plan; the Charter of the non-bank credit institution changing its type and other issues related to the change of type.

4. The restructuring plan as prescribed in Article 23 of this Circular.

5. The Charter of the non-bank credit institution changing its type which has been approved by the competent authority of the non-bank credit institution.

6. Financial reports for the three consecutive years immediately preceding the year of submitting the request for change of type, audited by an independent auditing organization and without any disclaimer. In case there is no financial report of the most recent year audited at the time of submission of the request for change of type, the un-audited financial report shall be submitted. The non-bank credit institution must submit the audited financial report immediately upon issuance of the audit report by the auditing organization. The non-bank credit institution shall be responsible for the content of the submitted financial report.

7. Internal regulations on organization and operation approved by the competent authority of the non-bank credit institution, including at least the internal regulations stipulated in Clause 2, Article 101 of the Law on Credit Institutions and the following regulations (if any):

a) Regulations on the organization and operation of the Board of Directors, Board of Members, Supervisory Board, and management personnel;

b) Regulations on the organization and operation of the main office, branches, and other dependent units.

8. Other documents proving compliance with conditions for changing the type as prescribed in this Circular.

Article 23. Restructuring Plan

1. The restructuring plan must be approved by the competent authority of the non-bank credit institution and signed, stamped, and responsible by the legal representative of the non-bank credit institution.

2. The restructuring plan must include at least the following contents:

a) Name, address, and website (if any) of the non-bank credit institution;

b) Name, address, and contact phone number of the owner, Chairman, and members of the Board of Members, Chairman, and members of the Board of Directors, Head and members of the Supervisory Board, General Director (Director) of the non-bank credit institution;

c) Reasons for changing the type;

d) Summary of the financial situation and operating results of the non-bank credit institution being changed in the three consecutive years immediately preceding the year of requesting the change of type;

đ) The actual value of the charter capital before and after the change of type of the non-bank credit institution; bad debts, limits, safety ratios in operations, and compliance with these limits and ratios of the non-bank credit institution before the change of type;

e) Rights and obligations of the non-bank credit institution and related organizations and individuals (if any);

g) Expected organizational structure, network of operations, and other issues related to the organization and operation of the non-bank credit institution changing its type;

h) Business plan expected for the first three years of the non-bank credit institution changing its type, including at least the following contents: Market analysis, strategy, objectives, and business plans; projected financial statements for each year (financial condition report; operating results report; cash flow statement; operational safety limits and ratios; performance indicators and explanations of the ability to achieve financial targets in each year); compliance with the ratio of credit activity loans to total credit loans as prescribed by the Governor of the State Bank (for comprehensive finance companies changing their type to specialized finance companies).

Article 24. Approval Procedure for Changing Business Form

1. A non-bank credit organization shall prepare one set of application documents for approval to change business form in accordance with Article 22 of this Circular and submit it to the State Bank.

In case the submitted documents are incomplete or invalid, within twenty days from the date of receipt of the documents, the State Bank shall issue a written request for the non-bank credit organization to supplement and complete the documents.

2.^[22] The non-bank credit organization must supplement and complete the documents within thirty days from the date the State Bank issues the written request for supplementation and completion of the documents. If the deadline is exceeded, the non-bank credit organization must return the set of documents in accordance with this Circular for the State Bank to review and approve.

3. Within forty days from the date of receiving valid documents, the State Bank shall issue a written approval for changing the business form of the non-bank credit organization according to the model prescribed in Appendix 07 issued together with this Circular; amend and supplement the License for Establishment and Operation of the non-bank credit organization and approve other relevant contents (if any). In case of disapproval, the State Bank shall issue a written notice specifying the reasons.

4. Within forty-five days from the date the approval for changing the business form becomes effective, the non-bank credit organization shall change its business form and publicly announce the information in accordance with Clause 2 of Article 7 of this Circular and submit a written report on the completion of the business form change to the State Bank branch in the region where the branch, transaction office, or representative office is located.

Chapter V

NOTIFICATION TO BUSINESS REGISTRATION AUTHORITIES

Article 25. Change of Branch, Transaction Office, and Representative Office Names in Domestic Locations After Reorganization^[23]

Within five working days from the date the branch, transaction office, or domestic representative office of the reorganized credit organization commences operations under a new name, the reorganized credit organization shall submit a written report to the State Bank branch in the region where the branch, transaction office, or representative office is located regarding the change of information about the name of the branch, transaction office, or representative office (including the name, foreign language name, and abbreviated name).

Article 26. Notification of Information to the Business Registration Authority

1. Within five working days from the date of receiving the report from the credit organization that has been merged as stipulated in Clause 4 of Article 13 of this Circular, the lead unit handling the application for approval of reorganization of credit organizations shall be responsible for issuing a written notification about the amendment and supplementation of the License for the merged credit organization along with the Decision on Amendment and Supplementation of the License; about the revocation of the License for Establishment and Operation of the credit organization being merged for the Provincial Business Registration Authority where the main office of the merged credit organization and the credit organization being merged is located to update the national enterprise registration information system.

2. Within five working days from the date of receiving the report from the consolidated credit organization as stipulated in Clause 5 of Article 14 of this Circular, the lead unit handling the application for approval of reorganization of credit organizations shall be responsible for issuing a written notification about the issuance of the License for Establishment and Operation of the consolidated credit organization along with the License; information about the legal representative of the consolidated credit organization; about the revocation of the License for Establishment and Operation of the credit organization being consolidated for the Provincial Business Registration Authority where the main office of the consolidated credit organization and the credit organization being consolidated is located to update the national enterprise registration information system.

3.^[24] Within five working days from the date of receiving the report from the credit organization that has changed its legal form as stipulated in Clause 5 of Article 19 of this Circular, the lead unit handling the application for approval of reorganization of credit organizations shall be responsible for issuing a written notification about the issuance of the License for Establishment and Operation of the credit organization that has changed its legal form along with the License; information about the legal representative of the credit organization that has changed its legal form (if there is a change); about the revocation of the License for Establishment and Operation of the credit organization that has been changed for the Provincial Business Registration Authority where the main office of the credit organization that has changed its legal form and the credit organization that has been changed is located to update the national enterprise registration information system.

4. Within five working days from the date of receiving the report from the non-bank credit organization that has changed its business form as stipulated in Clause 4 of Article 24 of this Circular, the lead unit handling the application for approval of reorganization of credit organizations shall be responsible for issuing a written notification about the amendment and supplementation of the License for Establishment and Operation of the non-bank credit organization along with the Decision on Amendment and Supplementation of the License for the Provincial Business Registration Authority where the main office of the non-bank credit organization that has changed its business form is located to update the national enterprise registration information system.

5.^[25] Within five working days from the date of receiving the report from the credit organization as stipulated in Article 25 of this Circular, the State Bank branch in the region shall be responsible for issuing a written notification about the change of the name of the branch, transaction office, or representative office for the Provincial Business Registration Authority where the branch, transaction office, or representative office is located to update the national enterprise registration information system.

Chapter VI

RESPONSIBILITIES OF THE RELATED UNITS

Article 27. Responsibilities of Credit Institutions

1. The Board of Directors, Board of Members, Supervisory Board, General Director (Director), and related organizations and individuals of credit institutions participating in mergers and consolidations, credit institutions changing their legal form, non-bank credit institutions changing their type must be responsible for all activities and ensure absolute safety of assets of the credit institution until the merger, consolidation, change of legal form of credit institutions, and change of type of non-bank credit institutions are completed according to the Merger Plan, Consolidation Plan, Legal Form Change Plan, and Type Change Plan that have been approved.

2. The Chairperson and members of the Board of Directors, the Chairperson and members of the Board of Members, and the legal representatives of credit institutions participating in mergers and consolidations, credit institutions changing their legal form, and non-bank credit institutions changing their type must be responsible for the completeness, accuracy, legality, and compliance of the application documents for approval of mergers, consolidations, changes of legal form of credit institutions, and changes of type of non-bank credit institutions.

3. The merger and consolidation contracts must be sent to creditors and notified to employees by the credit institutions participating in mergers and consolidations within fifteen days from the date the State Bank approves the principle of merger and consolidation of credit institutions.

4. After receiving the approval document, the credit institutions participating in mergers and consolidations, credit institutions changing their legal form must proactively prepare for the handover process and immediately transfer all rights, obligations, and organizational and operational issues upon the State Bank's approval decision.

5. If any issues outside the books or not handed over are discovered after restructuring, the Chairperson and members of the Board of Directors, the Chairperson and members of the Board of Members, the Supervisory Board, the General Director (Director), and related organizations and individuals of credit institutions participating in mergers and consolidations, credit institutions changing their legal form must bear responsibility according to the provisions of the law.

6.^[26] Ensure the stable operation of credit institutions as stipulated in Clause 3 of Article 8, Clause 3 of Article 15, and Clause 2 of Article 20 of this Circular.

7. The competent authority of credit institutions participating in mergers and consolidations, post-merger credit institutions, and consolidated credit institutions has the responsibility to organize the restructuring under conditions, meeting formats, and voting methods prescribed by law and the charter of the credit institutions.

Article 28. Responsibilities of Units under the State Bank

1. The lead unit handling the application for approval of restructuring of credit institutions serves as the primary recipient, reviews, and submits to the Governor of the State Bank for consideration and issuance of documents or decisions as prescribed in Articles 13, 14, 19, and 24 of this Circular.

2. Other relevant units under the State Bank have the responsibility to coordinate with the lead unit handling the application for approval of restructuring of credit institutions when approving the restructuring of credit institutions according to their functions and tasks.

Chapter VII

IMPLEMENTING PROVISIONS^[27]

Article 29. Effective Date

1. This Circular takes effect from February 17, 2025.

2. From the date this Circular takes effect, Circular No. 36/2015/TT-NHNN dated December 31, 2015, issued by the Governor of the State Bank of Vietnam on the restructuring of credit institutions shall cease to be effective.

3. From the date the State Bank amends and supplements the License for Establishment and Operation of the credit institution accepting the merger, non-bank credit institution changing its type, or from the date the consolidated credit institution commences operations, the post-merged credit institution, non-bank credit institution changing its type, and consolidated credit institution may not enter into new contracts or agreements to conduct activities not in accordance with the regulations.

4. For contracts and agreements signed before the State Bank amends and supplements the License for Establishment and Operation of the credit institution accepting the merger, non-bank credit institution changing its type, or before the consolidated credit institution commences operations and which comply with the legal provisions at the time of signing, the post-merged credit institution, non-bank credit institution changing its type, and consolidated credit institution and customers may continue to implement the signed contracts and agreements until their expiration.

Article 30. Implementation

Heads of units under the State Bank, commercial banks, non-bank credit institutions, and related organizations and individuals are responsible for implementing this Circular./.

 

APPENDIX 01

MODEL APPLICATION FOR APPROVAL OF MERGER AND CONSOLIDATION OF CREDIT INSTITUTIONS
(Annexed to Circular No. 62/2024/TT-NHNN dated December 31, 2024, issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions)

 

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

APPLICATION FOR APPROVAL OF MERGER AND CONSOLIDATION OF CREDIT INSTITUTIONS

 

Respectfully submitted to: Governor of the State Bank of Vietnam

 

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Based on Circular No.   /   /TT-NHNN dated   month   year issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions;

………………………..^(*) we request the Governor of the State Bank of Vietnam to consider and approve the following contents:

A. Content of the Application of Credit Institution

Merger □                 Consolidation □

B. Credit Institutions Participating in Merger and Consolidation

1. Name of Credit Institution:

- Full name in Vietnamese:…

- Full name in English:…

- Trading name (or abbreviation):...

2. Main Office Address

3. Capital Stock, Charter Capital (as of the date of submitting the application for approval of the principle of merger and consolidation of credit institutions)

4. Year of Establishment

5. Term of Operation

6. Scope of Operations

 

(*) Name of Credit Institution Accepting Merger, Credit Institution Representing the Merged Credit Institutions

7. Legal Representative

- Full name:

- Date of Birth:

- Passport number or equivalent document number, date of issue, issuing authority; nationality (original nationality, current nationalities); current place of residence (for individuals without Vietnamese nationality):

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

8. Stock exchange branch (for listed joint-stock credit institutions)

9. Role of credit institutions in mergers and consolidations

(List in full order all credit institutions participating in mergers and consolidations)

C. Credit institution after merger, consolidated credit institution

1. Name of Credit Institution:

- Full name in Vietnamese: …

- Full name in English: …

- Trading name (or abbreviation): …

2. Main Office Address

3. Charter capital

4. Term of operation

5. Scope of activities

D. Reasons for merger and consolidation of credit institutions

Đ. Attached documents

1. ……………………………….

2. ……………………………….

We commit:

- Shall be responsible for the accuracy and truthfulness of the contents in the application and documents requesting approval for merger and consolidation.

- Strictly comply with laws and regulations of the State Bank of Vietnam.

 

..., date..., month..., year... (*) Legal representative (Sign, write full name and stamp)

^{_______________________________________}

 ^(*) Credit institutions participating in mergers and consolidations

 

APPENDIX 02

APPLICATION FOR APPROVAL OF TRANSFORMATION OF LEGAL FORM
(Annexed to Circular No. 62/2024/TT-NHNN dated December 31, 2024, issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions)

 

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

 

APPLICATION FOR APPROVAL OF TRANSFORMATION OF LEGAL FORM BY CREDIT INSTITUTION

 

Respectfully submitted to: Governor of the State Bank of Vietnam

 

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to Circular No.   /   /TT-NHNN dated   month   year issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions;

………………………….. ^(*) we request the Governor of the State Bank of Vietnam to consider and approve the following contents:

A. Content of the Application of Credit Institution

Content of transformation of legal form of credit institution.

B. Credit institution whose legal form is transformed

1. Name of Credit Institution:

- Full name in Vietnamese:…

- Full name in English:…

- Trading name (or abbreviation):...

2. Main Office Address

3. Shareholders' equity, charter capital (as of the date of submission of the application for approval of the principle of transformation of legal form)

4. Year of Establishment

5. Term of Operation

6. Scope of Operations

 

(*) Name of credit institution whose legal form is transformed

7. Legal Representative

- Full name:

- Date of Birth:

- Passport number or equivalent document number, date of issue, issuing authority; nationality (original nationality, current nationalities); current place of residence (for individuals without Vietnamese nationality):

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

8. Stock exchange branch (for listed joint-stock credit institutions)

C. Credit institution transforming its legal form

1. Name of Credit Institution:

- Full name in Vietnamese:…

- Full name in English:…

- Trading name (or abbreviation):...

2. Main Office Address

3. Charter capital

4. Term of operation

5. Scope of activities

D. Attached documents

1. ………………………………………….

2. ………………………………………….

We commit:

- Shall be responsible for the accuracy and truthfulness of the contents in the application and documents requesting approval of transformation of legal form.

- Strictly comply with laws and regulations of the State Bank of Vietnam.

 

..., day ... month ... year... (*) Legal representative (Sign, write full name and stamp)

^{________________________________________}

 ^(*) Name of credit institution whose legal form is transformed

 

APPENDIX 03

DOCUMENT REQUESTING APPROVAL OF TRANSFORMATION OF ORGANIZATIONAL FORM OF NON-BANK CREDIT INSTITUTION
(Annexed to Circular No. 62/2024/TT-NHNN dated December 31, 2024, issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions)

NAME OF CREDIT INSTITUTION NON-BANK --------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
No.: …	…, day…… month…… year……

 

 

DOCUMENT REQUESTING APPROVAL OF TRANSFORMATION OF ORGANIZATIONAL FORM OF NON-BANK CREDIT INSTITUTION

 

Respectfully submitted to: Governor of the State Bank of Vietnam

 

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to Circular No.   /   /TT-NHNN dated   month  year    issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions;

…………………… ^(*) requests the Governor of the State Bank of Vietnam to consider and approve the following contents:

A. Request of non-bank credit institution

Content of transformation of organizational form of non-bank credit institution and other contents requested to be approved by NHNN (if any)

B. Non-bank credit institution whose organizational form is transformed

1. Name of non-bank credit institution

- Full name in Vietnamese: …

- Full name in English: …

- Trading name (or abbreviation): …

2. Main Office Address

3. Shareholders' equity, charter capital (as of the date of submission of the application for approval of transformation of organizational form)

4. Year of Establishment

5. Term of Operation

 

^(*) Name of non-bank credit institution whose organizational form is transformed

6. Scope of Operations

7. Legal Representative

- Full name:

- Date of Birth:

- Passport number or equivalent document number, date of issue, issuing authority; nationality (original nationality, current nationalities); current place of residence (for individuals without Vietnamese nationality):

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

8. Stock exchange branch (for listed non-bank credit institution joint-stock)

C. Non-bank credit institution transforming its organizational form

1. Name of non-bank credit institution

- Full name in Vietnamese: …

- Full name in English: …

- Trading name (or abbreviation): …

2. Main Office Address

3. Charter capital

4. Term of operation

5. Scope of activities

D. Attached documents

1. ………………………………………

2. ………………………………………

…………………………………………

We commit:

- Shall be responsible for the accuracy and truthfulness of the contents in the document and application requesting approval of transformation of organizational form.

- Strictly comply with laws and regulations of the State Bank of Vietnam.

 

..., date..., month..., year... (*) Legal representative (Sign, write full name and stamp)

^{_______________________________________}

 ^(*) Name of non-bank credit institution whose organizational form is transformed

 

ANNEX 04

MODEL DECISION ON APPROVAL OF MERGER
(Annexed to Circular No. 62/2024/TT-NHNN dated December 31, 2024, issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions)

STATE BANK OF VIETNAM VIETNAM --------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
No.:     /QĐ-NHNN	Hanoi, day    month    year……

 

Pursuant to …;

Regarding the merger of …(*)
into…(**)

GOVERNOR OF THE STATE BANK OF VIETNAM

 

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

Pursuant to Circular No.    /    /TT-NHNN dated   month   year     issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions;

Considering the request for approval of the merger of …(*) into …(**) made by the authorized representatives of the credit institutions participating in the merger in the Application for Approval of Merger dated   month   year   and attached documents;

At the proposal of the Head Unit in charge of handling applications for approval of restructuring of credit institutions.

DECISION:

Article 1. Approve the merger of …(*) into …(**).

(*) Name of credit institution being merged

(**) Name of credit institution receiving the merger

Article 2. Revoke the Business License No. …/GP-NHNN dated   month   year issued by the Governor of the State Bank of Vietnam to …(*).

The Business License No. …/GP-NHNN dated   month   year    issued by the Governor of the State Bank of Vietnam to …(*) shall cease to be effective when the State Bank issues a document amending and supplementing the Business License of …(**).

Article 3. …(**) shall be responsible for:

1. Taking over all assets, rights, obligations, and legitimate interests of …(*).

2. Announcing information in accordance with the law within 45 days from the date this decision takes effect.

3. Fulfilling other obligations as prescribed by relevant laws.

Article 4. …(*) shall be responsible for:

1. Transferring all assets, rights, obligations, and legitimate interests to …(**).

2. Returning the original Business License No. …/GP-NHNN dated   month   year   issued by the Governor of the State Bank of Vietnam to …(*) in accordance with the law.

3. Announcing information about the cessation of operations and the resolution of related rights and obligations in accordance with the law.

4. Fulfilling other obligations as prescribed by relevant laws.

Article 5. This Decision shall take effect from day    month   year    .

Article 6. Heads of units under the State Bank of Vietnam, credit institutions being merged, credit institutions receiving the merger shall be responsible for implementing this Decision./.

 

Place of Receipt: - As Article 6; - People's Committee of province/city where ... (*) headquarters is located; - People's Committee of province/city where ... (**) headquarters is located; - To be filed: Office, Head Unit in charge of handling applications for approval of restructuring of credit institutions.

GOVERNOR

^{________________________________________}

(*) Name of credit institution being merged

(**) Name of credit institution receiving the merger

 

APPENDIX 05

MODEL DECISION ON APPROVAL OF CONSOLIDATION
(Annexed to Circular No. 62/2024/TT-NHNN dated December 31, 2024, issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions)

 

STATE BANK OF VIETNAM VIETNAM --------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
No.:     /QĐ-NHNN	Hanoi, day    month    year……

 

Pursuant to …;

Regarding the consolidation of …(*)

GOVERNOR OF THE STATE BANK OF VIETNAM

 

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

Pursuant to Circular No.    /    /TT-NHNN dated   month   year      issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions;

Upon considering the request for approval of the merger…(*) submitted by the legitimate representatives of the credit institutions to be merged on the Application for Approval of Merger dated __ day __ month __ year and the attached documents;

At the proposal of the Head Unit in charge of handling applications for approval of restructuring of credit institutions.

DECISION:

Article 1. Approves the merger…(*).

Article 2. Revokes the License for Establishment and Operation number __/GP-NHNN dated __ day __ month __ year issued by the Governor of the State Bank of Vietnam to…(*).

The License for Establishment and Operation number __/GP-NHNN dated __ day __ month __ year issued by the Governor of the State Bank of Vietnam to…(*) shall cease to be enforceable when the merged credit institution commences operations.

Article 3. …(**) shall be responsible for:

1. Taking over all assets, rights, obligations, and legitimate interests of …(*).

2. Announce information and organize the opening ceremony in accordance with the law within forty-five days from the date this decision takes effect.

3. Fulfilling other obligations as prescribed by relevant laws.

Article 4…(*) shall be responsible for:

1. Transfer all assets, rights, obligations, and lawful interests to (**).

2. Return the original License for Establishment and Operation number __/GP-NHNN dated __ day __ month __ year issued by the Governor of the State Bank of Vietnam to…(*) to the State Bank of Vietnam in accordance with the law.

3. Announcing information about the cessation of operations and the resolution of related rights and obligations in accordance with the law.

4. Fulfilling other obligations as prescribed by relevant laws.

Article 5. This Decision takes effect from __ day __ month __ year.

Article 6. Heads of units under the State Bank of Vietnam, credit institutions to be merged, and the merged credit institution are responsible for implementing this Decision./.

 

Place of Receipt: - As Article 6; - People's Committee of province/city where ... (*) headquarters is located; - People's Committee of province/city where ... (**) headquarters is located; - To be filed: Office, Head Unit in charge of handling applications for approval of restructuring of credit institutions.

GOVERNOR

^{________________________________________}

(*) Names of credit institutions to be merged

(**) Name of the merged credit institution

 

APPENDIX 06

MODEL DECISION APPROVING THE TRANSFORMATION OF LEGAL FORM
(Annexed to Circular No. 62/2024/TT-NHNN dated December 31, 2024, issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions)

 

STATE BANK OF VIETNAM VIETNAM --------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
No.:     /QĐ-NHNN	Hanoi, day    month    year……

 

Pursuant to …;

Regarding the transformation of the legal form of …(*)

GOVERNOR OF THE STATE BANK OF VIETNAM

 

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

Based on Circular No.   /   /TT-NHNN dated   month   year issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions;

Upon considering the request for approval of the transformation of the legal form submitted by the legitimate representative of the credit institution on the Application for Approval of Transformation of Legal Form dated __ day __ month __ year and the attached documents;

At the proposal of the Head Unit in charge of handling applications for approval of restructuring of credit institutions.

DECISION:

Article 1. Approves the transformation of the legal form of…(*).

Article 2. Revokes the License for Establishment and Operation number __/GP-NHNN dated __ day __ month __ year issued by the Governor of the State Bank of Vietnam to…(*).

The License for Establishment and Operation number __/GP-NHNN dated __ day __ month __ year issued by the Governor of the State Bank of Vietnam to…(*) shall cease to be enforceable when the credit institution that has transformed its legal form commences operations.

Article 3. The credit institution that has transformed its legal form is responsible for:

1. Accepting all assets, rights, obligations, and lawful interests of the credit institution whose legal form has been transformed.

2. Announce information and organize the opening ceremony in accordance with the law within forty-five days from the date this decision takes effect.

3. Fulfilling other obligations as prescribed by relevant laws.

Article 4. The credit institution whose legal form has been transformed is responsible for:

1. Transferring all assets, rights, obligations, and lawful interests to the credit institution that has transformed its legal form.

2. Returning the original License for Establishment and Operation number __/GP-NHNN dated __ day __ month __ year issued by the Governor of the State Bank of Vietnam to…(*) to the State Bank of Vietnam in accordance with the law.

3. Announcing information about the cessation of operations and the resolution of related rights and obligations in accordance with the law.

4. Fulfilling other obligations as prescribed by relevant laws.

Article 5. This Decision takes effect from __ day __ month __ year.

Article 6. Heads of units under the State Bank of Vietnam, the credit institution whose legal form has been transformed, and the credit institution that has transformed its legal form are responsible for implementing this Decision./.

 

Place of Receipt: - As Article 6; - People's Committee of the province/city where the headquarters of the commercial bank is located; - To be filed: Office, Head Unit in charge of handling applications for approval of restructuring of credit institutions.

GOVERNOR

^{________________________________________}

(*) Name of credit institution whose legal form is transformed

 

APPENDIX 07

MODEL DECISION APPROVING THE TRANSFORMATION OF THE TYPE OF NON-BANK CREDIT INSTITUTION
(Annexed to Circular No. 62/2024/TT-NHNN dated December 31, 2024, issued by the Governor of the State Bank of Vietnam on conditions, documents, and procedures for approval of restructuring of commercial banks and non-bank credit institutions)

STATE BANK OF VIETNAM VIETNAM --------	SOCIALIST REPUBLIC OF VIET NAM Independence - Freedom - Happiness ---------------
No.:     /QĐ-NHNN	Hanoi, day    month    year……

 

Pursuant to …;

Regarding the transformation of the type of …(*)

GOVERNOR OF THE STATE BANK OF VIETNAM

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

Pursuant to Circular number __/__/TT-NHNN dated __ day __ month __ year of the Governor of the State Bank of Vietnam stipulating conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions;

Upon considering the request for approval of the transformation of the type of non-bank credit institution submitted in the Request for Approval of Transformation of Type dated __ day __ month __ year and the attached documents;

At the proposal of the Head Unit in charge of handling applications for approval of restructuring of credit institutions.

DECISION:

Article 1. Approves the transformation of the type of …(*).

Article 2. The non-bank credit institution that has transformed its type is responsible for:

1. Announcing information in accordance with the law within forty-five days from the date this decision takes effect.

2. Fulfilling other obligations as prescribed by relevant laws.

Article 3. This Decision takes effect from __ day __ month __ year.

Article 4. Heads of units under the State Bank of Vietnam and the non-bank credit institution that has transformed its type are responsible for implementing this Decision./.

 

Place of Receipt: - As in Article 4; - People's Committee of the province/city where the headquarters of the non-bank credit institution is located; - To be filed: Office, Head Unit in charge of handling applications for approval of restructuring of credit institutions.

GOVERNOR

^{________________________________________}

(*) Name of the non-bank credit institution that has transformed its type

 

STATE BANK OF VIETNAM VIETNAM ________ Number: 23/VBHN-NHNN

CERTIFIED CONSOLIDATED DOCUMENT   Hanoi, October 29, 2025   DIRECTOR DEPUTY DIRECTOR Doan Thai Son

 

 

^{_________________________________________}

^[1] Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN stipulating conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions, is promulgated based on the following grounds:

"Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12;

The Governor of the State Bank of Vietnam hereby promulgates this Circular amending and supplementing certain provisions of Circular No. 16/2021/TT-NHNN dated November 10, 2021 issued by the Governor of the State Bank of Vietnam on the organization of credit institutions and foreign bank branches purchasing and selling corporate bonds.

Pursuant to Decree No. 26/2025/NĐ-CP of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Credit Institution System Safety Department;

The Governor of the State Bank of Vietnam hereby promulgates the Circular amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN stipulating conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions."

^[2] This Clause is amended pursuant to Clause 1 of Article 1 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN stipulating conditions, documents, and procedures for approving the restructuring of commercial banks, which takes effect from October 25, 2025.

^[3] This Clause is added pursuant to Clause 2 of Article 1 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN stipulating conditions, documents, and procedures for approving the restructuring of commercial banks, which takes effect from October 25, 2025.

^[4] This Clause is added pursuant to Clause 2 of Article 1 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN stipulating conditions, documents, and procedures for approving the restructuring of commercial banks, which takes effect from October 25, 2025.

^[5] This Clause is amended pursuant to Clause 1 of Article 2 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN stipulating conditions, documents, and procedures for approving the restructuring of commercial banks, which takes effect from October 25, 2025.

^[6] This clause is added pursuant to Clause 2, Article 2 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[7] This clause is added pursuant to Clause 2, Article 2 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[8] This clause is amended pursuant to Article 3 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[9] This point is amended pursuant to Clause 1, Article 4 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[10] This point is amended pursuant to Clause 2, Article 4 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[11] This point is amended pursuant to Clause 1, Article 5 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[12] This point is amended pursuant to Clause 2, Article 5 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[13] This clause is amended pursuant to Clause 3, Article 5 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[14] This clause is amended pursuant to Article 6 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[15] This point is amended pursuant to Article 7 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[16] This point is amended pursuant to Article 7 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[17] This point is amended pursuant to Article 8 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[18] This point is amended pursuant to Clause 1, Article 9 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[19] This point is amended pursuant to Clause 2, Article 9 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[20] This clause is amended pursuant to Clause 3, Article 9 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[21] This clause is amended pursuant to Article 10 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[22] This clause is amended pursuant to Article 11 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[23] This article is amended pursuant to Article 12 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[24] This clause is amended pursuant to Clause 1, Article 13 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[25] This clause is amended pursuant to Clause 2, Article 13 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[26] This clause is amended pursuant to Article 14 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025.

^[27] Articles 15 and 16 of Circular No. 26/2025/TT-NHNN amending and supplementing certain provisions of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks, which shall take effect from October 25, 2025, are stipulated as follows:

“Article 15. Responsibility for Organizing Implementation

Heads of units under the State Bank of Vietnam, commercial banks, and non-bank credit institutions are responsible for implementing this Circular.

Article 16. Implementation Provisions

This Circular takes effect from October 25, 2025./.”