Circular No. 26/2025/TT-NHNN amends and supplements certain Articles of Circular No. 62/2024/TT-NHNN dated December 31, 2024 on conditions, procedures, and formalities for restructuring credit institutions.

CIRCULAR

Amending and supplementing some articles of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutionsConditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutionscommercial banks and non-bank credit institutions

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

Pursuant to the Law on Credit Institutions No. 32/2024/QH15;

Decree No. 26/2025/NĐ-CPof 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 issues this Circular amending and supplementing some articles of Circular No. 62/2024/TT-NHNN on conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions.

Article 1. Amending and supplementing some clauses of Article 1

1. Amending and supplementing Clause 3 as follows:

“3. The restructuring of credit institutions under special control shall be carried out according to the restructuring plan of credit institutions under special control that has been approved based on the procedures stipulated herein, except for cases provided for in Clause 4 of this Article.”

2. Supplementing Clause 4, Clause 5 as follows:

“4. The restructuring of commercial banks subject to mandatory transfer at the time of mandatory transfer shall be carried out according to the Decision on Mandatory Transfer.

5. The announcement of information on the restructuring of credit institutions under special control shall be carried out in accordance with the provisions of the law on special control over credit institutions.”

Article 2. Amending and supplementing some clauses of Article 5

2. Amending and supplementing Clause 5 as follows:

“1. The application for approval of the restructuring of credit institutions 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 for approval of changes in legal form as prescribed in Article 17 of this Circular;

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

c) Sending via postal service.”

2. Supplementing Clause 6, Clause 7 as follows:

“6. When submitting documents online via the National Public Service Portal or the State Bank of Vietnam Public Service Portal (if available), electronic documents must be signed using digital signatures in accordance with the provisions of the law on administrative procedures in the electronic environment.

In case the National Public Service Portal or the State Bank of Vietnam Public Service Portal encounters technical issues or errors preventing the receipt and exchange of electronic information, the declaration, submission, receipt of results, exchange, and feedback of information shall be conducted through postal services or directly at the One-Stop Service Center of the State Bank of Vietnam.

7. Documents in the electronic dossier are scanned copies from original documents or originals (in PDF format).”

Article 3. Amending and supplementingClause 3 Article 8

“3. Ensuring the stable operation of participating credit institutions before the Merger Plan is decided upon by the competent authority of the credit institution. All related documents and materials concerning the merger of credit institutions must adhere to the principles of prudence, honesty, accuracy, and avoiding misunderstandings.”

Article 4. Amending and supplementing some points, clauses of Article 13

1. Amend and supplement Point b of Clause 1 as follows:

“b) Credit institutions shall complete and improve their documents within 30 days from the date the State Bank of Vietnam requests them to do so. If this period expires without submission, credit institutions must resubmit the dossier in accordance with this Circular for the State Bank of Vietnam to review and approve;”

Article 8. Responsibilities for Implementation

“b) Credit institutions shall complete and improve their documents submitted to the State Bank of Vietnam within 45 days from the date the State Bank of Vietnam requests them to do so. If the State Bank of Vietnam does not receive these documents beyond this period, the principle approval for the merger of credit institutions will become invalid;”

Article 5. Amending and supplementing some points and clauses of Article 14

1. Amend and supplement Point b of Clause 1 as follows:

“b) Credit institutions shall complete and improve their documents within 30 days from the date the State Bank of Vietnam requests them to do so. If this period expires without submission, credit institutions must resubmit the dossier in accordance with this Circular for the State Bank of Vietnam to review and approve;”

Article 8. Responsibilities for Implementation

“b) Credit institutions shall complete and improve their documents submitted to the State Bank of Vietnam within 45 days from the date the State Bank of Vietnam requests them to do so. If the State Bank of Vietnam does not receive these documents beyond this period, the principle approval for the consolidation of credit institutions will become invalid;”

3. Amend and supplement Clause 5 as follows:

“5. Within five working days from the date the Operating License of the consolidated credit institution becomes invalid, the consolidated credit institution is responsible for returning the Operating License to the State Bank of Vietnam and the consolidating credit institution must submit a report on the completion of consolidation and information about the legal representative of the consolidating credit institution (if there is any change) to the State Bank of Vietnam.”

Article 6. Amending and supplementingClause 3 Article 15

"3. Ensuring the stable operation of credit institutions before the Legal Form Conversion Plan is approved by the competent authority of the credit institution. All related documents for the legal form conversion of credit institutions must comply with the principles of prudence, honesty, accuracy, and non-misleading."

Article 7. Amending and supplementingPoint b, point c Clause 2Article 16

“b) Credit institutions to be converted into another legal form must meet the conditions for issuing shares to the public as prescribed by relevant laws for the case of initial public offering to convert a limited liability company into a joint-stock company;

c) Founding shareholders (if any), major shareholders, strategic shareholders of credit institutions undergoing legal form conversion must meet the conditions stipulated by law for founding shareholders of credit institutions when newly established, except in cases where founding shareholders, major shareholders, or strategic shareholders are commercial banks implementing mandatory transfer plans.”

Article 8. Amending and supplementingPoint l(i) Clause 2 Article 17

"(i) Report on the results of share issuance and confirmation from the bank or foreign bank branch where the frozen account is opened regarding the amount received from the issuance, and the Securities Commission's document confirming receipt of the issuance report for the case of initial public offering to convert a limited liability company into a joint-stock company, or the Transfer Agreement or proof of completed transfer in the case of equity transfer; Documents proving the capital contribution of new shareholders in the case of accepting new shareholders;"

Article 9. Amending and supplementing some points and clauses of Article 19

1. Amend and supplement Point b of Clause 1 as follows:

“b) Credit institutions shall complete and improve their documents within 30 days from the date the State Bank of Vietnam requests them to do so. If this period expires without submission, credit institutions must resubmit the dossier in accordance with this Circular for the State Bank of Vietnam to review and approve;”

Article 8. Responsibilities for Implementation

"b) Credit institutions shall supplement and complete the documents submitted to the State Bank within 45 days from the date the State Bank requests such supplementation and completion. If the State Bank does not receive these documents beyond this period, the principle approval for legal form conversion will become invalid;"

3. Amend and supplement Clause 5 as follows:

"5. Within five working days from the date the Operating License of the credit institution undergoing legal form conversion expires, the credit institution undergoing legal form conversion shall be responsible for returning the expired Operating License to the State Bank and submit a report on the completion of legal form conversion and information about the legal representative of the credit institution undergoing legal form conversion (if there is any change) to the State Bank."

Article 10. Amending and supplementingClause 2 Article 20

"2. Ensuring the stable operation of non-bank credit institutions before the Transformation Plan is approved by the competent authority of the non-bank credit institution. All related documents for the transformation of non-bank credit institutions must comply with the principles of prudence, honesty, and accuracy."

Article 11. Amending and supplementingClause 2 "d) Within no more than one working day from the date of receiving the dossier submitted for administrative procedures by the specialized agency assigned by the Provincial People's Committee, the Chairman of the Provincial People's Committee shall issue a notification of the result of the inspection of plant-based food exports or a certificate at the request of the importing country."

"2. Non-bank credit organizations shall complete and perfect their files within thirty days from the date the State Bank of Vietnam issues a document requesting such completion and perfection. Beyond this period, non-bank credit organizations must return the file in accordance with this Circular for the State Bank of Vietnam to review and approve."

Article 12. Amending and supplementing Article 25

"Within five working days from the date the branch, transaction office, or representative office of a credit organization operating within the country resumes operations under its new name, the post-reorganization credit organization shall submit a report to the State Bank of Vietnam Regional Branch where the branch, transaction office, or representative office is located regarding the change in information about the name of the branch, transaction office, or representative office (including the name, foreign language name, and abbreviated name)."

Article 13. Amending and supplementing certain clauses of Article 26

1. Amending and supplementing Clause 3 as follows:

"3. Within five working days from the date of receipt of the report from the credit organization changing its legal form as stipulated in Clause 5 of Article 19 of this Circular, the lead unit processing the application for approval of the reorganization of the credit organization shall be responsible for issuing a written notice on the issuance of the License for Establishment and Operation of the credit organization changing its legal form, along with the License; information on the legal representative of the credit organization changing its legal form (if there is a change); and the revocation of the License for Establishment and Operation of the credit organization being changed in legal form for the Provincial Business Registration Authority where the credit organization changing its legal form is headquartered, and the credit organization being changed in legal form to update the national business registration information system."

Article 4. Amending and supplementing Clause 1, Clause 2, and Clause 3 of Article 17 of Decree No. 81/2018/NĐ-CP which has been amended and supplemented by Clause 3 of Article 1 of Decree No. 128/2024/NĐ-CP

"5. Within five working days from the date of receipt of the document from the credit organization as stipulated in Article 25 of this Circular, the State Bank of Vietnam Regional Branch shall be responsible for issuing a written notice on the change in the name of the branch, transaction office, or representative office to the Provincial Business Registration Authority where the branch, transaction office, or representative office is located to update the national business registration information system."

Article 14. Amending and supplementingClause 6 Article 27

"6. Ensuring the stable operation of credit organizations in accordance with Clause 3 of Article 8, Clause 3 of Article 15, and Clause 2 of Article 20 of this Circular."

Article 15. Responsibility for Organizing Implementation

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

Article 16. Implementation Provisions

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