Circular No. 24/2017/TT-NHNN on the procedures and formalities for revoking Licenses and liquidating assets of credit institutions and foreign bank branches; procedures and formalities for revoking representative office Licenses of foreign credit institutions and other foreign organizations engaged in banking activities.

CIRCULAR

Provisions on the procedures for revoking the License and liquidating the assets of credit institutions and foreign bank branches; procedures for revoking the representative office licenses of foreign credit institutions and other foreign organizations engaged in banking activities.

Procedures for revoking the representative office licenses of foreign credit institutions and other foreign organizations engaged in banking activities. Engaged in banking activities.

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

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

Pursuant to the Law Amending and Supplementing Certain Provisions of the Law on Credit Institutions dated November 20, 2017;

Based on the Enterprise Law dated November 26, 2014;

Based on the Bankruptcy Law dated June 19, 2014;

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

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

The Governor of the State Bank of Vietnam issues this Circular to provide provisions on the procedures for revoking the License and liquidating the assets of credit institutions and foreign bank branches; procedures for revoking the representative office licenses of foreign credit institutions and other foreign organizations engaged in banking activities.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular provides provisions on the procedures for revoking the License and liquidating the assets of credit institutions and foreign bank branches; procedures for revoking the representative office licenses of foreign credit institutions and other foreign organizations engaged in banking activities.

2. In cases where credit institutions reorganize, the procedures for revoking the License shall be carried out in accordance with the laws on the reorganization of credit institutions.

3. In cases where credit institutions go bankrupt, the liquidation of the credit institution's assets shall be carried out in accordance with the laws on bankruptcy.

Article 2. Applicability

a) Commercial banks, cooperative banks;

b) Non-bank credit institutions;

c) Microfinance organizations.

3. Foreign representative office.

2. Branches of foreign banks.

3. Representative offices of foreign credit institutions and other foreign organizations engaged in banking activities (hereinafter referred to as representative offices).

4. Organizations and individuals related to the revocation of Licenses and the liquidation of assets of credit institutions and foreign bank branches; the revocation of representative office Licenses.

Article 3. Explanation of Terms

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

1. Credit institutions and foreign bank branches whose Licenses are revoked are credit institutions and foreign bank branches whose Licenses are revoked according to points a, c, d, đ, e Clause 1 Article 28, Article 150, Clause 2 Article 154 of the Law on Credit Institutions (as amended and supplemented).

2. Competent authority making the decision is the competent authority of the credit institution, parent bank, foreign credit institution, or other foreign organization engaged in banking activities that has the authority to decide on the dissolution and cessation of operations of credit institutions, foreign bank branches, and representative offices in accordance with the Charter of the credit institution, parent bank, foreign credit institution, or other foreign organization engaged in banking activities, and in compliance with current Vietnamese law.

3. is a foreign bank with a branch in Vietnam. State Bank branch

4. is the State Bank branch in the region where the credit institution's main office, foreign bank branch, or foreign representative office is located. is the State Bank of Vietnam branch in the province or centrally administered city where the credit institution, foreign bank branch, or representative office is headquartered.

5. is the People's Committee of the province or centrally-administered city where the credit institution's main office, foreign bank branch, or foreign representative office is located. is the People's Committee of the province or centrally administered city where the credit institution, foreign bank branch, or representative office is headquartered.

Article 4. Principles for revoking Licenses and liquidating the assets of credit institutions and foreign bank branches

1. Credit institutions and foreign bank branches must determine their ability to pay off debts and other financial obligations before and during the asset liquidation process, dissolution, and revocation of the License.

2. The State Bank of Vietnam (hereinafter referred to as the State Bank) will only approve the dissolution if the credit institution or foreign bank branch has the ability to fully pay off all debts and other financial obligations. The dissolution of credit institutions and foreign bank branches shall be carried out in accordance with this Circular and relevant laws.

3. During the supervision of the asset liquidation process, if it is found that the credit institution does not have the ability to fully pay off all debts, the State Bank shall issue a decision to terminate the liquidation and implement the bankruptcy plan for the credit institution as stipulated in Section 1e Chapter VIII of the Law on Credit Institutions (as amended and supplemented).

4. During the asset liquidation process, if the foreign bank branch does not have the ability to fully pay off all debts and other financial obligations, the parent bank is obligated to fulfill its commitment as provided in point b Clause 3 Article 20 of the Law on Credit Institutions (as amended and supplemented).

Article 5. Principles for Record Keeping

1. Records must be kept in Vietnamese. Foreign language records must be legalized by consular authentication and officially translated into Vietnamese, except in cases where foreign language records are exempted from consular legalization according to the provisions of the law.

2. In cases where documents are copies that are not certified true copies or issued from original registers, the original documents must be presented for comparison. The person conducting the comparison must sign to confirm on the copy and bear responsibility for the accuracy of the copy compared to the original.

Article 6. Prohibited Actions During the Revocation of Licenses and Liquidation of Assets of Credit Institutions and Branches of Foreign Banks

From the date the competent authority decides to approve the dissolution of credit institutions and branches of foreign banks, or from the date the Governor of the State Bank of Vietnam (hereinafter referred to as the Governor) issues a document requesting credit institutions and branches of foreign banks to liquidate assets in accordance with Clause 1, Article 8 of this Circular, it is strictly prohibited for credit institutions and branches of foreign banks, managers, operators, and employees of such institutions to engage in activities or transactions related to the assets and debts of credit institutions and branches of foreign banks as follows:

1. Concealing or disposing of assets.

2. Abandoning or reducing debt collection rights.

3. Converting unsecured debts into secured debts guaranteed by the assets of the credit organization or foreign bank branch.

4. Pledging, mortgaging, giving away, or leasing assets.

5. Signing new agreements or contracts except for those aimed at terminating operations.

6. Transferring money or assets abroad.

Chapter II

REVOCATION OF LICENSE AND LIQUIDATION OF ASSETS OF

CREDIT INSTITUTIONS AND BRANCHES OF FOREIGN BANKS

Section 1

REVOCATION OF LICENSE

Article 7. Procedures and Formalities for the Revocation of Licenses for Voluntary Dissolution of Credit Institutions and Branches of Foreign Banks

1. Approval of the dissolution proposal:

(i) ENGAGE AN ENTERPRISE THAT HAS BEEN ISSUED A CERTIFICATE OF ELIGIBILITY FOR BUSINESS IN VALUATION SERVICES UNDER THE LEGISLATION ON VALUATION TO CONDUCT ASSESSMENT OF ASSET VALUES AND DETERMINE THE EQUITY VALUE OF THE ENTERPRISE IN THE MOST RECENT YEAR BEFORE THE YEAR OF DISSOLUTION APPLICATION AND THE MOST RECENT QUARTER BEFORE THE DISSOLUTION APPLICATION DATE ACCORDING TO THE LEGISLATION;

(i) Engage an independent auditing organization, an entity meeting the conditions stipulated by the law on asset valuation, appraisal, and determination of enterprise value to conduct asset valuation, appraisal, and determination of enterprise value in accordance with the law for the year immediately preceding the year of proposed dissolution and the most recent quarter before the dissolution date;

(ii) Develop a plan for asset liquidation in accordance with Point b, Clause 4 of this Article and based on the results of asset valuation, appraisal, and determination of enterprise value as stipulated in Point a(i) of this Clause;

(iii) Prepare one (01) set of records in accordance with Clause 4 of this Article and send them via postal service or submit directly to the State Bank of Vietnam;

b) Within fifteen (15) days from the date of receiving complete valid records as stipulated in Clause 4 of this Article, the Banking Inspection and Supervision Authority shall review the records, issue a document to seek opinions or submit a document to seek opinions from the Governor:

(i) The State Bank of Vietnam branch regarding the current organizational structure, operations, ability to settle all debts and other financial obligations; views on asset liquidation, dissolution, license revocation, recommendations for measures related to asset liquidation, dissolution, license revocation; impact of dissolution and license revocation on the safety of the banking system in the region. In case of agreement on license revocation, the State Bank of Vietnam branch for provinces and cities without a Banking Inspection and Supervision Bureau will appoint representatives to join the Liquidation Oversight Team as prescribed in this Circular;

(iii) SOME MINISTRIES, SECTORS, UNITS UNDER THE STATE BANK OF VIETNAM RELATING TO LIQUIDATING ASSETS, DISSOLUTION, AND LICENSE WITHDRAWAL (IF NECESSARY);

(iii) Some Ministries, sectors, units under the State Bank of Vietnam relevant to asset liquidation, dissolution, and license revocation (if deemed necessary);

c) Within fifteen (15) days from the date of receiving the request for opinions, the agencies and units designated to provide opinions in accordance with Point b of this Clause shall issue a document providing their opinions to the Banking Inspection and Supervision Authority. If they fail to provide opinions within this period, it will be considered as agreement with the dissolution and license revocation;

d) Within fifteen (15) days from the end of the opinion submission period, the Banking Inspection and Supervision Authority shall compile the opinions. If the asset liquidation plan demonstrates the ability to settle all debts and other financial obligations and ensures the rights of debtors and creditors, the Banking Inspection and Supervision Authority shall examine and submit to the Governor:

(i) A document approving dissolution, including approval of the asset liquidation plan, requiring the credit institution or branch of a foreign bank to establish a Liquidation Board, proceed with asset liquidation according to the approved liquidation plan; establish a Liquidation Oversight Team; or

e) WITHIN TEN (10) WORKING DAYS FROM THE DATE OF RECEIVING THE REPORT AND EXPLANATION OF THE CREDIT ORGANIZATION OR FOREIGN BANK BRANCH AS PROVIDED FOR IN POINT đ(ii) OF THIS SUB-CLAUSE, THE INSPECTION AND SUPERVISION AGENCY SHALL SUBMIT TO THE GOVERNOR OR THE DIRECTOR OF THE STATE BANK OF VIETNAM BRANCH TO IMPLEMENT THE PROVISIONS OF POINT đ(i) OF THIS SUB-CLAUSE.

d) Within ten (10) working days from the date of receiving the report and explanation from the credit institution or branch of a foreign bank as stipulated in Point d(ii) of this Clause, the Banking Inspection and Supervision Authority shall submit to the Governor in accordance with Point d(i) of this Clause;

e) If the asset liquidation plan does not demonstrate the ability to settle all debts and other financial obligations, the Banking Inspection and Supervision Authority shall examine and submit to the Governor a document rejecting approval of dissolution, specifying the reasons.

2. Asset liquidation:

a) Credit institutions and branches of foreign banks must establish a Liquidation Board within thirty (30) days from the effective date of the document approving dissolution and proceed with asset liquidation in accordance with Section 2 of Chapter 2 of this Circular and relevant laws;

b) Within thirty (30) days from the completion of liquidation, the Liquidation Board must issue a report on the results of liquidation and request to conclude liquidation (including requests to conclude liquidation to initiate bankruptcy procedures as prescribed by law) for cases concluded as stipulated in Article 13 of this Circular, and submit it to the Liquidation Oversight Team, People's Committee, State Bank of Vietnam branch for provinces and cities without a Banking Inspection and Supervision Bureau, or the Banking Inspection and Supervision Authority for provinces and cities with a Banking Inspection and Supervision Bureau;

c) Within fifteen (15) days from the date of receipt of the document from the Liquidation Board as stipulated in Point b of this Clause, the Liquidation Oversight Team must issue a report on the results of liquidation and request to conclude liquidation (including requests to conclude liquidation to initiate bankruptcy procedures as prescribed by law), and submit it to the State Bank of Vietnam branch for provinces and cities without a Banking Inspection and Supervision Bureau, or the Banking Inspection and Supervision Authority for provinces and cities with a Banking Inspection and Supervision Bureau;

d) During the process of supervising the liquidation of assets, if it is discovered that the credit institution is unable to settle all debts and other financial obligations, the Liquidation Supervision Team shall be responsible for reporting to the State Bank branch in the province or city without a Banking Inspection and Supervision Department or the Banking Inspection and Supervision Agency in the province or city with a Banking Inspection and Supervision Department on the results of the liquidation and requesting to terminate the liquidation to proceed with bankruptcy procedures in accordance with the law for cases terminating liquidation as stipulated in Clause 2, Article 13 of this Circular.

đ) Within fifteen (15) days from the date of receipt of the document of the Liquidation Supervision Team as provided for in point c, d of this clause, the State Bank branch shall issue a document proposing the Banking Inspection and Supervision Agency to review the results of the liquidation and request to terminate the liquidation for cases terminating liquidation as stipulated in Article 13 of this Circular (including the request to terminate the liquidation to proceed with bankruptcy procedures in accordance with the law).

3. Revocation of License:

a) Within thirty (30) days from the date of receipt of the document of the Liquidation Supervision Team as provided for in point c, d of Clause 2 of this Article or within fifteen (15) days from the date of receipt of the document of the State Bank branch in the province or city without a Banking Inspection and Supervision Department as provided for in point đ of Clause 2 of this Article, the Banking Inspection and Supervision Agency shall examine and submit to the Governor:

(i) A decision to terminate the liquidation and a decision to revoke the Operating License for the case as stipulated in Clause 1, Article 13 of this Circular; or

(ii) A decision to terminate the liquidation to proceed with bankruptcy procedures in accordance with the law for the case as stipulated in Clause 2, Article 13 of this Circular. The State Bank shall revoke the Operating License after the Judge appoints the Administrator or the enterprise managing and liquidating the assets; or

(iii) A document requesting the credit institution, foreign bank branch to report and explain issues that need clarification related to the liquidation process;

b) Within ten (10) working days from the date of receipt of the report and explanation of the credit institution, foreign bank branch as provided for in point a(iii) of this clause, the Banking Inspection and Supervision Agency shall examine and submit to the Governor as provided for in point a(i), a(ii) of this clause;

c) Within forty (40) days from the date of receipt of the document of the Liquidation Supervision Team as provided for in point c, d of Clause 2 of this Article or within twenty-five (25) days from the date of receipt of the document of the State Bank branch in the province or city without a Banking Inspection and Supervision Department as provided for in point đ of Clause 2 of this Article, the State Bank shall issue a decision or document as provided for in point a of this clause.

4. Documents for requesting dissolution:

a) A document requesting dissolution signed by the legitimate representative of the credit institution, parent bank;

b) A plan for the liquidation of assets approved by the competent authority, including at least the following contents:

(i) Name, address, and website of the credit organization or foreign bank branch;

(ii) Name, address, and website of the parent bank (for foreign bank branches);

(iii) Names, addresses, and contact phone numbers of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Director (Director);

(iv) List of members of the Liquidation Council (name, address, contact phone number of the Liquidation Council member) as stipulated in Clause 1, 2, 3 of Article 10 of this Circular;

(v) Summary of financial status and operations (actual paid-in capital, authorized capital, bad debt, creditor-debtor situation, receivables and payables including on-balance sheet and off-balance sheet items) up to the time when the credit institution, foreign bank branch requests dissolution; clearly identifying the ability to settle all debts and other financial obligations;

(vi) Reasons for voluntary dissolution;

(vii) List of founding shareholders, major shareholders, owners, founding members, and capital contributors;

(viii) Plan and measures to handle rights and obligations, specifying the asset liquidation schedule and asset distribution plan. For foreign bank branches, the plan for transferring capital, profits, and assets out of the country must be specified;

(ix) Responsibilities of related organizations and individuals during the liquidation process, dissolution, and license revocation;

(x) Suggestions and proposals (if any);

c) Minutes, resolutions, decisions of the competent authority approving the dissolution, the plan for the liquidation of assets;

d) In the case where a foreign bank branch requests dissolution at the request of the parent bank, the file must include minutes, resolutions, decisions of the parent bank regarding the dissolution and termination of operations of the foreign bank branch;

đ) Report on the results of asset valuation, appraisal, and determination of enterprise value as provided for in point a(i) of Clause 1 of this Article;

e) Financial statements of the credit institution, foreign bank branch for the year immediately preceding the year of dissolution request and the most recent quarter before the dissolution request date, audited by an independent auditing organization in accordance with the law. If there is no audited financial statement at the time of submitting the dissolution request, the un-audited financial statement must be submitted and the audited financial statement must be submitted immediately upon issuance by the independent auditing organization and the entity must bear responsibility for the content of the submitted financial statement.

Article 8. Procedure for Revoking Licenses from Credit Institutions and Foreign Bank Branches Subject to License Revocation

1. Based on the inspection conclusion or the results of banking supervision regarding the revocation of licenses for credit institutions and foreign bank branches, or the decision of the competent authority regarding the resolution to dissolve credit institutions under special control, the Banking Inspection and Supervision Authority shall examine and submit to the Governor a document requesting credit institutions and foreign bank branches to liquidate their assets; establish a Liquidation Board and a Liquidation Oversight Team.

2. The asset liquidation process shall be carried out in accordance with the provisions at points b, c, d, đ of Clause 2, Article 7, Section 2, Chapter II of this Circular and relevant laws.

3. The procedure for revoking licenses from credit institutions and foreign bank branches subject to license revocation shall be implemented in accordance with the provisions of Clause 3, Article 7 of this Circular.

Article 9. Announcing Information and Implementing Procedures to Terminate Legal Entity Status and Cease Operations as Prescribed by Law

1. Within seven (07) working days from the date of the approval document for dissolution specified in point d(i) of Clause 1, Article 7 of this Circular, and the effective date of the document requesting credit institutions and foreign bank branches to liquidate their assets as stipulated in Clause 1, Article 8 of this Circular, credit institutions and foreign bank branches must publish information in a national daily newspaper for three (03) consecutive issues or on a Vietnamese online news site within seven (07) working days, and must post such information at their headquarters, branches, transaction offices, subsidiaries, associated companies, and the headquarters of foreign bank branches.

a) The number and date of the State Bank of Vietnam's document approving dissolution, and the State Bank of Vietnam's document requesting credit institutions and foreign bank branches to liquidate their assets;

b) Name and address of the headquarters;

d) Charter capital, authorized capital;

đ) Legal representative.

2. Within seven working days from the date the Decision revoking the License becomes effective:

2. Within seven (07) working days from the effective date of the decision to revoke the license, the State Bank of Vietnam is responsible for publishing on its electronic information website the revocation of the license of credit institutions and foreign bank branches, and sending the decision to revoke the license to credit institutions and foreign bank branches, the State Bank branch, People's Committee, National Financial Supervisory Council, and Ministry of Finance.

3. Within seven (07) working days from the effective date of the decision to revoke the license, credit institutions and foreign bank branches must publish the decision to revoke the license in a national daily newspaper for three (03) consecutive issues or on a Vietnamese online news site within seven (07) working days, and must post such information at their headquarters, branches, transaction offices, subsidiaries, associated companies, and the headquarters of foreign bank branches.

4. Credit institutions shall implement procedures to terminate legal entity status, and foreign bank branches shall implement procedures to cease operations as prescribed by law.

Section 2

ASSET LIQUIDATION

Article 10. Composition, Duties, and Powers of the Liquidation Board

1. Composition of the Liquidation Board of Credit Institutions:

a) The composition of the Liquidation Board includes the Chairman of the Board of Directors, the Chairman of the Board of Members; at least one (01) independent member of the Board of Directors; the Head of the Audit Committee, General Director (Director), Chief Accountant; some other members among the Board of Directors' members, Board of Members' members, Audit Committee members (if any); major shareholders, owners, capital contributors, and five (05) customers with the largest deposit balances at the credit institution (with customer consent) at the time of dissolution request. In case of absence of the Chairman of the Board of Directors, the Chairman of the Board of Members, the Head of the Audit Committee, the General Director (Director), and the Chief Accountant, the competent authority shall decide on the replacement to participate in the Liquidation Board;

b) The Chairman of the Board of Directors or the Chairman of the Board of Members shall serve as the Chairman of the Liquidation Board. In case of absence of the Chairman of the Board of Directors or the Chairman of the Board of Members, the Board of Directors or the Board of Members shall convene a meeting to elect one person among the remaining members of the Board of Directors or the Board of Members listed in the Liquidation Board approved by the competent authority according to point a of this clause to assume the position of Chairman of the Liquidation Board.

2. Composition of the Liquidation Board of foreign bank branches:

a) The Liquidation Board includes the General Director (Director), Chief Accountant, at least one (01) member designated by the parent bank, and five (05) customers with the largest deposit balances at the foreign bank branch (with customer consent) at the time of dissolution request. In case of absence of the General Director (Director) or the Chief Accountant, the competent authority of the parent bank shall decide on the replacement to participate in the Liquidation Board;

b) The General Director (Director) of the foreign bank branch shall serve as the Chairman of the Liquidation Board. In case of absence of the General Director (Director), the parent bank shall designate one person among the members of the Liquidation Board to assume the position of Chairman of the Liquidation Board.

3. Credit institutions and foreign bank branches shall decide on the composition of the Liquidation Board as stipulated in Clauses 1 and 2 of this Article in cases where credit institutions and foreign bank branches voluntarily dissolve.

4. The Governor shall decide on the composition of the Liquidation Board of credit institutions and foreign bank branches whose licenses have been revoked as follows:

a) The composition as prescribed in Clause 1 and Clause 2 of this Article based on the proposal of the credit institution, foreign bank branch; or

b) Other members based on the proposal of the Banking Inspection and Supervision Authority in cases where credit institutions and foreign bank branches do not propose the composition as stipulated in Clauses 1 and 2 of this Article.

5. Duties and powers of the Liquidation Board:

a) To use the seal of the credit institution, foreign bank branch during the liquidation process of the credit institution, foreign bank branch's assets in accordance with the provisions of the law;

b) Review all items of assets and liabilities, off-balance sheet items of the balance sheet of credit institutions and foreign bank branches, prepare a list and amount of creditors and debtors up to the date of asset liquidation of credit institutions and foreign bank branches, and a list of assets of credit institutions and foreign bank branches for disposal;

c) Carry out the liquidation of assets in accordance with the provisions of this Circular and relevant laws, take all measures to recover debts and assets of credit institutions and foreign bank branches;

d) Within five (05) working days at the beginning of each month or on an ad hoc basis, report to the Liquidation Supervision Team on the situation of asset liquidation, asset distribution, and other issues arising;

đ) Costs related to the activities of the Liquidation Board shall be borne by the credit institution or foreign bank branch. The accounting for costs must comply with the current accounting regulations.

Article 11. Order of Asset Distribution

1. The distribution of assets of credit organizations and foreign bank branches shall be carried out in the following order:

a) Special loans as prescribed in the Law on Credit Institutions (amended and supplemented);

b) Fees and expenses for asset liquidation as prescribed by law;

c) Debts for salaries, severance pay, unemployment benefits, social insurance, health insurance for employees as stipulated by law, and other rights according to collective labor agreements and signed labor contracts;

d) Payments to depositors;

đ) Financial obligations to the State;

e) Other debts.

2. In cases where the value of the assets of the credit institution remains after fully settling the amounts specified in Clause 1 of this Article, the remaining asset value shall be distributed to shareholders, owners, and capital contributors in proportion to their capital contributions at the time of asset distribution.

3. In cases where the value of the assets of the foreign bank branch remains after fully settling the amounts specified in Clause 1 of this Article, the remaining asset value shall be paid to the parent bank in accordance with relevant legal provisions.

Article 12. Liquidation Period

1. The liquidation period is twelve (12) months from the date the approval document for dissolution or the document requiring the credit institution or foreign bank branch to liquidate its assets becomes effective. The liquidation period may be extended, with each extension not exceeding twelve (12) months.

2. In cases where an extension of the liquidation period is requested, forty-five (45) days before the end of the liquidation period, the Liquidation Board shall submit a request for an extension of the liquidation period (specifying the reasons) to the State Bank Branch for provinces and cities without a Banking Inspection and Supervision Bureau or the Banking Inspection and Supervision Authority for provinces and cities with a Banking Inspection and Supervision Bureau. If the liquidation does not conclude as provided for in Article 13 of this Circular and the Liquidation Board does not submit a request for an extension of the liquidation period, the Liquidation Supervision Team shall consider and submit a request for an extension of the liquidation period (specifying the reasons) to the State Bank Branch for provinces and cities without a Banking Inspection and Supervision Bureau or the Banking Inspection and Supervision Authority for provinces and cities with a Banking Inspection and Supervision Bureau.

3. Within fifteen (15) days from the date of receipt of the request from the Liquidation Board or the Liquidation Supervision Team as stipulated in Clause 2 of this Article, the State Bank Branch for provinces and cities without a Banking Inspection and Supervision Bureau shall submit a proposal to the Banking Inspection and Supervision Authority to examine and submit to the Governor for approval or disapproval of the request for an extension of the liquidation period.

4. Within forty (40) days from the date of receipt of the document from the Liquidation Board or the Liquidation Supervision Team as stipulated in Clause 2 of this Article or within twenty-five (25) days from the date of receipt of the document from the State Bank Branch for provinces and cities without a Banking Inspection and Supervision Bureau as stipulated in Clause 3 of this Article, the State Bank shall issue a document approving or disapproving the request for an extension of the liquidation period.

Article 13. Cases for terminating liquidation

Credit institutions and foreign bank branches shall terminate liquidation in the following cases:

1. All debts and other financial obligations have been fully paid off in accordance with Clause 1, Article 11 of this Circular.

2. Unable to fully pay all debts.

Section 3

SUPERVISION OF ASSET LIQUIDATION

Article 14. Organizational structure of the Liquidation Supervision Team

1. The Governor decides on the establishment of the Liquidation Supervision Team, appoints the head of the Liquidation Supervision Team, uses the seal of the Liquidation Supervision Team, and specifies the specific tasks and powers of the head and members of the Liquidation Supervision Team.

2. The Liquidation Supervision Team must have at least five (05) members meeting the standards and conditions stipulated in Article 15 of this Circular, including:

a) A representative from the State Bank;

b) A representative of another credit institution designated upon the proposal of the Board of Directors or the Board of Members of that credit institution (in case the Governor designates another credit institution to participate in supervising the asset liquidation of the credit institution).

Article 15. Standards and Conditions for Members of the Liquidation Supervision Team

1. Hold a Bachelor's degree or higher in one of the following majors: economics, finance, banking, business administration, law, accounting, auditing, and have at least three (03) years of work experience in the banking or deposit insurance industry.

2. Not be a shareholder, owner, capital contributor, or related party of the members of the Board of Directors, Board of Members, Audit Committee, General Director (Director), or Liquidation Board of the credit institution or foreign bank branch being liquidated.

Article 16. Operation Mechanism of the Liquidation Supervision Team

1. Members of the Asset Liquidation Supervision Team work on a part-time basis.

2. The head of the Liquidation Supervision Team and its members are responsible before the Governor of the State Bank Branch for provinces without a Banking Inspection and Supervision Bureau or the Head of the Banking Inspection and Supervision Bureau for provinces with a Banking Inspection and Supervision Bureau, and the Governor regarding the performance of their duties.

3. Meetings of the Liquidation Supervision Team can only be held when at least two-thirds of the total number of members are present. Decisions of the Liquidation Supervision Team can only be passed when a majority of the members present agree. In case of an equal number of valid votes, the content of the vote in favor of the head of the Liquidation Supervision Team will be adopted.

4. Costs related to the operation of the Asset Liquidation Supervision Team shall be borne by the credit institution or foreign bank branch. Accounting entries for costs must comply with current accounting regulations.

5. The Liquidation Supervision Team terminates its mission when the Governor issues a decision to terminate the asset liquidation of the credit institution or foreign bank branch. In case the termination of liquidation is to carry out bankruptcy procedures as prescribed by law, the Liquidation Supervision Team terminates its mission when the Governor issues a decision to establish a Special Control Board to oversee the operations of the credit institution.

Article 17. Tasks and Powers of the Liquidation Supervision Team

1. Direct and supervise the credit institution or foreign bank branch to inventory all receivables and payables, and require the credit institution or foreign bank branch to invite creditors and debtors to reconcile accounts to determine the ability to pay and sources of repayment.

2. Require the Liquidation Board to report and provide documents and information about the current organizational structure and activities of the credit institution or foreign bank branch during the asset liquidation process, and implement payments to creditors according to the priority order specified in this Circular.

3. Supervise the entire asset liquidation process as stipulated in this Circular and the Governor's decision specified in Clause 1, Article 14 of this Circular.

4. Within the first ten (10) working days of each month or at any time, report to the State Bank Branch for provinces without a Banking Inspection and Supervision Bureau, the Banking Inspection and Supervision Authority, the Governor, and the People's Committee on the situation of asset liquidation, asset distribution, and other emerging issues. If necessary, request relevant agencies to support the credit institution or foreign bank branch in recovering receivables and handling customers who intentionally cause loss of assets of the credit institution or foreign bank branch.

5. Have the right to request the State Bank Branch for provinces without a Banking Inspection and Supervision Bureau, the Banking Inspection and Supervision Authority to issue a decision to suspend the activities of the Liquidation Board member who intentionally violates the law, fails to follow the liquidation plan, engages in asset disposal, refuses responsibility, or obligation; in serious cases, submit to the Governor a document requesting relevant law enforcement agencies to handle the offenders (if any).

6. Recommend the State Bank Branch for provinces without a Banking Inspection and Supervision Bureau, the Banking Inspection and Supervision Authority, the Governor, and the People's Committee to handle issues beyond their jurisdiction.

7. The Liquidation Supervision Team is subject to the direction of the Governor of the State Bank Branch for provinces without a Banking Inspection and Supervision Bureau or the Head of the Banking Inspection and Supervision Bureau for provinces with a Banking Inspection and Supervision Bureau.

8. During the supervision of asset liquidation, if it is found that the credit institution is unable to fully pay off all debts and other financial obligations, the Liquidation Supervision Team shall report in accordance with Point d, Clause 2, Article 7 of this Circular.

Chapter III

WITHDRAWAL OF REPRESENTATIVE OFFICE LICENSE

Article 18. Procedure for Revoking the Representative Office License

1. In case the representative office requests to terminate operations:

a) The representative office shall prepare one (01) set of documents in accordance with Article 19 of this Circular and send it via postal service or submit directly to the State Bank.

b) Within five (05) working days from the date of receiving complete valid documents as stipulated in Article 19 of this Circular, the Banking Inspection and Supervision Authority shall examine the documents and issue a written request for opinions from the State Bank branch and relevant units under the State Bank regarding the termination of operations, revocation of the license, and recommendations on related measures (if necessary).

c) Within seven (07) working days from the date of receiving the request from the Banking Inspection and Supervision Authority, the units requested for opinions as provided in point b of this clause shall issue their written opinions and send them to the Banking Inspection and Supervision Authority. Failure to provide opinions within this period shall be deemed as agreement with the termination of operations and revocation of the license.

d) Within seven (07) working days from the end of the opinion submission period, the Banking Inspection and Supervision Authority shall review and submit to the Governor:

(i) A decision to revoke the license, requiring the representative office to carry out procedures to terminate operations, close the representative office, return the business registration certificate, surrender the seal, terminate the lease contract for the office premises, and settle all other obligations and debts (if any) with relevant individuals and organizations in accordance with the law; or

(ii) A written request for the representative office to report and explain relevant matters.

e) Within five (05) working days from the date of receiving the report and explanation from the representative office as provided in point d(ii) of this clause, the Banking Inspection and Supervision Authority shall review and submit to the Governor as provided in point d(i) of this clause.

f) Within twenty (20) days from the end of the opinion submission period, the State Bank shall issue a decision or written document as provided in point d of this clause.

2. In case the representative office has its license revoked:

Based on the inspection conclusion or the results of banking supervision concerning the revocation of the representative office's license, the Banking Inspection and Supervision Authority shall review and submit to the Governor a decision to revoke the license, requiring the representative office to carry out procedures to terminate operations, close the representative office, return the business registration certificate, surrender the seal, terminate the lease contract for the office premises, and settle all other obligations and debts (if any) with relevant individuals and organizations in accordance with the law.

Article 19. Documents for Revoking the Representative Office License

1. A written request to terminate operations signed by the authorized representative of the foreign credit institution or other foreign organization engaged in banking activities, specifying the reasons for requesting the termination of operations and revocation of the license, the storage of documents and materials after the revocation of the license, and the responsibilities of related organizations and individuals during the process of terminating operations and revoking the license.

2. A document from the competent authority deciding to approve the termination of operations of the representative office.

3. In cases where the representative office's license is revoked according to point e of Clause 1, Article 28 of the Law on Credit Institutions (as amended and supplemented), the documents must include a document from the competent authority of the country where the foreign credit institution or other foreign organization engaged in banking activities is headquartered regarding the dissolution, bankruptcy, or revocation of the license or suspension of operations.

Article 20. Announcing the Decision to Revoke the Representative Office License

1. Within seven (07) working days from the date the decision to revoke the license becomes effective, the State Bank shall publish on its electronic information website the revocation of the representative office's license and send the decision to revoke the license to the representative office, the State Bank branch, and the People's Committee.

2. Within seven (07) working days from the date the decision to revoke the license becomes effective, the representative office must announce the decision to revoke the license in three (03) consecutive issues of a national daily newspaper or on a Vietnamese online newspaper within seven (07) working days, and must post it at the representative office's headquarters.

Chapter IV

IMPLEMENTATION

Article 21. Responsibilities of Related Units

1. Credit organizations, foreign branches, and representative offices are responsible for providing complete and truthful information about the organization and activities of credit organizations, foreign bank branches, and representative offices; implementing reporting systems and relevant legal provisions regarding asset liquidation, dissolution, and license revocation as stipulated in this Circular.

2. The State Bank branch in provinces or cities without a Banking Inspection and Supervision Department shall be responsible for handling related complaints during the asset liquidation process, dissolution, and license revocation of credit organizations, foreign bank branches, and representative offices beyond the authority of the Liquidation Oversight Team; submitting to the Governor for consideration and resolution of issues arising outside their authority during the asset liquidation process, dissolution, and license revocation of credit organizations, foreign bank branches, and the license revocation process for representative offices.

3. The State Bank branch where the credit organization has a branch shall be responsible for coordinating with the State Bank branch where the credit organization has its main headquarters and the Banking Inspection and Supervision Agency in the asset liquidation, dissolution, and license revocation of credit organizations.

Article 22. Transitional provisions

Credit organizations and foreign bank branches that are conducting asset liquidation before the effective date of this Circular and in compliance with the laws at that time may continue to implement according to Circular No. 34/2011/TT-NHNN dated October 28, 2011, guiding the procedures and formalities for revoking licenses and liquidating assets of credit organizations and foreign bank branches; the procedures and formalities for revoking representative office licenses of foreign credit organizations and other foreign organizations engaged in banking activities; and Circular No. 29/2015/TT-NHNN dated December 22, 2015, amending and supplementing certain legal regulatory documents of the State Bank concerning the components of the dossier containing certified true copies of documents and papers.

Article 23. Effectiveness of Implementation

1. This Circular takes effect from February 26, 2018.

2. From the date this Circular takes effect, the following documents cease to be effective:

a) Circular No. 34/2011/TT-NHNN dated October 28, 2011, guiding the procedures and formalities for revoking licenses and liquidating assets of credit organizations and foreign bank branches; the procedures and formalities for revoking representative office licenses of foreign credit organizations and other foreign organizations engaged in banking activities;

b) Clause 7 of Circular No. 29/2015/TT-NHNN dated December 22, 2015, amending and supplementing certain legal regulatory documents of the State Bank concerning the components of the dossier containing certified true copies of documents and papers.

Article 24. Implementation Organization

The Director of the General Office, the Director of the Banking Inspection and Supervision Agency, the Heads of units under the State Bank, the Governors of State Bank branches in centrally administered cities and provinces, the Chairmen of the Board of Directors, the Chairmen of the Board of Members, and the General Managers (Directors) of credit organizations and foreign bank branches, and the Chiefs of representative offices are responsible for organizing the implementation of this Circular./.