Circular No. 30/2015/TT-NHNN stipulates the issuance of licenses, organization, and operation of non-bank financial institutions (financial companies and leasing companies).

CIRCULAR

Regulations on issuing licenses, organization and operation of non-bank credit institutionsg

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Pursuant to the Law on the State Bank of Vietnam No.No. 46/201Decision number 156/2013/NĐ-CP dated June 11,

Based on the Law on Credit Institutions No.No. 47/2010/Article 24H12 dated June 16, 2010;

Pursuant to the Enterprise Law No. 68/2014/QH13 dated November 26, 2014;

WHEREAS,ứ Decree No. 156/2013/NĐ-CP dated November 11, 2013 of the Government stipulating functions, tasks, organizational structure of the State Bank of Vietnam; 11 Decree No. 39/20onand usage subject, organization, unit under the People's Committee of the commune level c1. The person with auctioned assets self-assesses or establishes an assessment team or another form to assess the selection criteria for auction organizations and bears responsibility for such assessment. 4/NĐ-CP dated May 7, 2014 of the Government on the operations of finance companies and financial leasing companies;

Pursuant to Decree No. 39/2014/NĐ-CP dated May 7, 2014 of the Government on the operations of finance companies and financial leasing companies;

Based on the proposalDecree; of the Chief Inspector and Supervisor of Banking;

The Governor of the State Bank of Vietnam issues this Circular stipulating the issuance of Licenses for the establishment and operation of non-bank credit institutions, the organization and operation of non-bank credit institutions.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the issuance of Licenses for the establishment and operation of non-bank credit institutions (hereinafter referred to as Licenses), the organization and operation of non-bank credit institutions.

Article 2. Applicability

1. Finance company.

2. Financial leasing company.

3. Organizations and individuals related to the issuance of Licenses, organization and operation of non-bank credit institutions.

Article 3. Explanation of Terms

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

1. Country of origin is the country where the foreign credit institution was established and has its main office.

2. T, amended and supplemented by Decree No. 109/2025/NĐ-CP and Decree No. 193/2025/NĐ-CP Non-bank credit institution includes finance companies and financial leasing companies.

3. Foreign credit institutions participating in capital contributionNo.to establish non-bank credit institutions (hereinafter referred to as foreign credit institutions) include banks, finance companies, financial groups, leasing companies established and operating abroad in accordance with foreign laws, foreign leasing companies can only participate in capital contributions to establish financial leasing companies in Vietnam.

4. Commercial bank of Vietnam is a commercial bank established and operating in Vietnam.

5. Founding Shareholder is a shareholder owning at least one ordinary share and signing in the list of founding shareholders of joint-stock non-bank credit institutions.

6. Capital Contributing Members is a Vietnamese enterprise, a commercial bank of Vietnam, or a foreign credit institution contributing capital to a limited liability non-bank credit institution with two or more members.

7. Founding member is a member contributing capital and signing in the list of founding members of a limited liability non-bank credit institution with two or more members.

8. Controlling sharing interest is a commercial bank of Vietnam or a foreign credit institution holding the entire charter capital of a single-member limited liability non-bank credit institution.

9. 2. The meeting discusses and votes by majority on the following issues: is a meeting of founding shareholders, founding members, and other capital contributors with the responsibility to:

a) Approving the draft Charter of the non-bank credit institution; Project for establishing the non-bank credit institution; List of candidates for election and appointment of positions of Chairman and members of the Board of Directors, Board of Members, Head and members of the Supervisory Board, General Director (Director) of the non-bank credit institution for the first term;

b) Elect the Preparatory Committee, Head of the Preparatory Committee;

c) Decide on other matters related to the establishment of the non-bank financial institution.

10. Preparatory Committee consists of those listed as candidates for election and appointment of positions of Chairman and members of the Board of Directors, Board of Members, Head and members of the Supervisory Board, General Director (Director) of the non-bank credit institution for the first term to represent the founding shareholders, controlling shareholders, founding members, and other contributing members in carrying out matters related to requesting issuance of Licenses. The preparatory board must have at least 02 members, including 01 member as the Head.

11. Founding Assembly is a meeting of founding shareholders, shareholders contributing capital to establish, founding members, and other contributing members organized after receiving the State Bank of Vietnam's (hereinafter referred to as the State Bank) approval in principle for establishment, with the task of:

a) Approve the Charter of the non-bank financial institution;

b) Elect and appoint members of the Board of Directors, Board of Members, and members of the Supervisory Board for the first term according to the list of personnel already approved by the State Bank;

c) Approve regulations on the organization and operation of the Board of Directors, Board of Members, and Supervisory Board;

d) Decide on other matters related to the establishment of the non-bank financial institution.

12. Leased assets for financial leasing are types of machinery, equipment, transportation means (excluding ships, aircraft) not included in the list of prohibited purchase, sale, export, import according to regulations.

13. Lessor (includingồalso the Buyer and who leases back under the financial leasing form) is a financial leasing company, a finance company permitted to carry out financial leasing in accordance with the law.

14. Lessee (includingồalso the Seller and lessee under the financial leasing form) is an organization or individual operating in Vietnam, including legal entities, individuals, and other civil subjects as prescribed by civil law, directly using leased assets for their own activities.

15. Lease payment is the amount of money that the Lessee must pay to the Lessor according to the agreement in the financial leasing contract, operating lease contract.

16. Rental Operating lease is a form of operational leasing, whereby the financial leasing company leases assets to the operating lessee for use over a specified period of time according to the principle of returning the asset upon completion of the lease term. The financial leasing company owns the leased asset throughout the lease term. The operating lessee uses the leased asset and pays lease payments throughout the lease term as stipulated in the operating lease contract.

17. Operating lessee is an organization or individual operating in Vietnam, including legal entities, individuals, and other civil subjects as prescribed by civil law.

18. Leasing finance term Lease term

19. ảoby the Prime Minister is the period from when the financial leasing lessee begins to receive lease payments until the final payment of all lease payments as stipulated in the financial leasing contract. Installment periods for lease payments

20. Restructuring of the leasing finance rent debt repayment term are the periods within the lease term agreed between the financial leasing lessor and lessee during which the lessee must pay part or all of the lease payments to the lessor.

Extension of lease payment terms

is the lessor's acceptance of adjustment of the lease payment term or extension of debt for lease payments of the lessee when the lessee is unable to make lease payments as agreed in the financial leasing contract as follows:

Article 4. Organizational Forms of Non-Bank Financial Institutions

1. Domestic non-bank financial institutions shall be established and organized in the following forms:

a) Joint-stock company established by organizational and individual shareholders contributing capital in accordance with regulations;

b) Limited liability company with one member owned by a Vietnamese commercial bank;

c) Limited liability company with two or more members established by a Vietnamese commercial bank and a Vietnamese enterprise (in which a Vietnamese commercial bank owns at least 30% of the charter capital of the non-bank financial institution) or by Vietnamese commercial banks contributing capital.

2. Joint venture non-bank financial institutions shall be established and organized in the form of limited liability companies with two or more members, with contributed capital from the Vietnamese side (including one or more Vietnamese commercial banks and enterprises) and the foreign side (including one or more foreign financial organizations) based on joint venture contracts.

3. Foreign-owned non-bank financial institutions shall be established and organized in the form of a limited liability company with one member owned by a foreign financial organization or a limited liability company with two or more members established by foreign financial organizations contributing capital.

Article 5. Term of Operation

1. The operating period of non-bank financial institutions shall be recorded in the License, not exceeding 50 years.

2. The procedures, formalities, and documents for requesting changes to the operating period of non-bank financial institutions shall be carried out in accordance with the regulations of the State Bank.

Article 6. Registered Capital

1. The charter capital of non-bank financial institutions is the capital actually provided by the owner or contributed by shareholders and members, recorded in the Charter of the non-bank financial institution, and must be at least equal to the statutory capital level prescribed by law.

2. Increasing or decreasing the charter capital of non-bank financial institutions and handling cases where the actual value of the charter capital falls below the statutory capital level shall be carried out in accordance with the provisions of the law.

3. The ratio of charter capital contribution of members, and the ownership ratio of shareholders' charter capital in non-bank financial institutions shall be implemented in accordance with the provisions of the law.

Chapter II

REGULATIONS ON GRANTING LICENSES

Section 1

GENERAL PROVISIONS

Article 7. License

1. The State Bank shall specify the contents of banking activities and other business operations in the License issued to each non-bank financial institution based on the model License corresponding to each type of non-bank financial institution specified in Appendix 09A, 09B, 09C, 09D of this Circular.

2. Non-bank financial institutions shall use the License in accordance with Article 27 of the Law on Credit Institutions.

3. In case the License is lost, torn, burned, or destroyed in another manner, the non-bank financial institution must submit a written statement explaining the reason and send it via postal service or directly to the State Bank to request issuance of a copy of the License from the original record in accordance with the law.

Within five working days from the date of receipt of the request, the State Bank shall issue a copy of the License from the original record to the non-bank financial institution.

Article 8. Procedures for Issuing the License

1. The preparatory board shall prepare the application dossier in accordance with Articles 13, 14, Clause 1, 2, 3 of Article 15, Clauses 1, 2, 3, 4, 5, 6 of Article 16 of this Circular and send it via postal service or submit it directly to the State Bank.

Within thirty days from the date of receipt of the application dossier for issuing the License, the State Bank shall issue a document to the preparatory board confirming receipt of a complete and valid dossier for preliminary approval. In case the application dossier for issuing the License is incomplete, the State Bank shall issue a document to the preparatory board requesting additional information.

2. Within ninety days from the date of issuance of the document confirming receipt of a complete and valid dossier, the State Bank shall issue a document granting preliminary approval for establishing a non-bank financial institution. If the preliminary approval is not granted, the State Bank shall respond in writing, specifying the reasons for denial.

3. Within sixty days from the date of receipt of the document granting preliminary approval for establishing a non-bank financial institution, the preparatory board shall prepare additional documents in accordance with Clause 4 of Article 15, Clause 7 of Article 16 of this Circular and send them via postal service or submit them directly to the State Bank. If the State Bank does not receive or receives incomplete documents within the specified period, the preliminary approval document will lose its validity.

Within five working days from the date of receipt of all supplementary documents, the State Bank shall confirm in writing that it has received all documents.

4. Within thirty days from the date of receipt of all supplementary documents, the State Bank shall issue the License in accordance with the regulations. If the License is not issued, the State Bank shall respond in writing, specifying the reasons for non-issuance.

Article 9. Payment of Licensing Fee

1. The amount of the licensing fee shall be determined in accordance with the laws on fees and charges.

2. Within fifteen days from the date of issuance of the License, the non-bank financial institution must pay the licensing fee at the State Bank.

Article 10. Commencement of Operations

1. A non-bank financial institution issued a License may only commence operations from the date of commencement of operations.

2. To commence operations, a non-bank financial institution issued a License must meet the conditions stipulated in Clause 2 of Article 26 of the Law on Credit Institutions.

3. A non-bank financial institution issued a License shall send via postal service or submit directly a notification document regarding compliance with the conditions for commencing operations as stipulated in Clause 2 of this Article at least fifteen days before the planned commencement date as follows:

a) For a non-bank financial institution whose main office is located where there is a Banking Inspection and Supervision Department, the notification shall be submitted to the Banking Inspection and Supervision Department.

b) For a non-bank financial institution whose main office is located where there is no Banking Inspection and Supervision Department, the notification shall be submitted to the State Bank branch in the province or city.

4. A non-bank financial institution issued a License must commence operations within twelve months from the date of issuance of the License; if operations have not commenced beyond this period, the State Bank shall revoke the License.

Section 2

CONDITIONS FOR GRANTING LICENSE      

Article 11. Conditions for granting License to non-bank financial institutions with share capital

1. The conditions stipulated in Clause 1 of Article 20 of the Law on Credit Institutions.

2. Conditions for founding shareholders:

a) There must be at least two founding shareholders that are organizations.

b) Bear responsibility for the legality of contributed capital.

c) Commit to providing financial support to address difficulties when the non-bank financial institution faces capital shortages or liquidity issues.

d) Not be a strategic shareholder, founding shareholder, owner, or founding member of another credit institution established and operating in Vietnam.

đ) Possess the financial capability to contribute capital to establish a non-bank financial institution; shall not use entrusted funds, raised funds, borrowed funds from credit institutions, foreign bank branches, other organizations, or individuals to contribute capital.

e) In addition to the conditions specified in points b, c, d, đ of this clause, individual founding shareholders must meet the following conditions:

(i) Hold Vietnamese citizenship and have full capacity for civil acts as prescribed by law.

(ii) Not belong to the categories prohibited from establishing enterprises under the Enterprise Law and the Civil Servants Law.

g) In addition to the conditions specified in points b, c, d, đ of this clause, organizational founding shareholders must meet the following conditions:

(i) Established in accordance with Vietnamese law.

(ii) Operate profitably for three consecutive fiscal years prior to the year of submitting the application for the License and up to the time of submitting supplementary documents for consideration of the License.

(iii) Fully comply with tax and social insurance obligations as prescribed by law up to the time of submitting the application for the License.

(iv) For Vietnamese enterprises (excluding Vietnamese commercial banks):

- Have a minimum equity capital of 500 billion VND and total assets of at least 1,000 billion VND in three consecutive fiscal years prior to the year of submitting the application for the License. If the enterprise operates in industries requiring statutory capital, it must ensure equity capital according to the audited financial statements of the preceding year before the submission of the application for the License minus the minimum statutory capital equivalent to the committed contribution.

- If the enterprise has been granted a License to operate in the securities or insurance sectors, it must comply with the capital contribution regulations stipulated in relevant laws.

(v) For Vietnamese commercial banks:

- Have a minimum total asset of 100,000 billion VND, fully comply with all risk management regulations and adequate provisioning requirements as stipulated at the time of submitting the application for the License and up to the time of submitting supplementary documents for consideration of the License.

- Not violate any safety limits or ratios in operations as prescribed by the State Bank of Vietnam in the preceding year before the year of submitting the application for the License and up to the time of submitting supplementary documents for consideration of the License.

- Ensure a minimum capital adequacy ratio after contributing capital to establish a non-bank financial institution.

- Not be subject to administrative penalties in the monetary and banking sectors in the two consecutive years prior to the year of submitting the application for the License and up to the time of submitting the application for the License.

Article 12. Conditions for Issuing a License to Non-Bank Credit Institutions with Limited Liability

1. The conditions stipulated in Clause 1 of Article 20 of the Law on Credit Institutions.

2. For founding members that are Vietnamese enterprises (excluding Vietnamese commercial banks), they must meet the following conditions:

a) The conditions stipulated at points b, c, d, đ, g(i), g(ii), g(iii) of Clause 2, Article 11 of this Circular;

b) Having a minimum charter capital of 1,000 billion VND and total assets of at least 2,000 billion VND over three consecutive fiscal years prior to the year of submitting the application for the License. In cases where the enterprise operates in industries requiring statutory capital, it must ensure the reported charter capital from the audited financial statements of the immediately preceding year before the submission of the application for the License, minus the minimum statutory capital equivalent to the committed contribution;

c) In cases where the enterprise is granted a License to operate in securities and insurance sectors, it must comply with the capital contribution regulations as prescribed by relevant laws;

3. For owners and founding members that are Vietnamese commercial banks, they must meet the conditions stipulated at points b, c, d, đ, g(ii), g(iii), g(v) of Clause 2, Article 11 of this Circular;

4. For owners and founding members that are foreign credit institutions:

a) The conditions stipulated in Clause 2, Article 20 of the Law on Credit Institutions;

b) The condition stipulated at point g(ii) of Clause 2, Article 11 of this Circular;

c) Having total assets exceeding 10 billion US dollars at the end of the immediately preceding year before the year of submitting the application for the License;

d) Not violating seriously banking operation regulations and other laws of the home country within five consecutive years prior to the year of submitting the application for the License and up to the time of submitting additional documents for consideration of issuing the License;

đ) Having international operational experience, rated at a stable level or higher by international credit rating organizations, capable of fulfilling financial commitments and operating normally even under unfavorable economic conditions;

e) Being assessed by the competent authority of the home country to ensure capital adequacy ratios, other safety ratios, full compliance with risk management regulations, and adequate provisioning as required by the home country in the immediately preceding year before the year of submitting the application for the License and up to the time of submitting additional documents for consideration of issuing the License;

g) Not being a strategic shareholder, owner, or founding member of another credit institution established and operating in Vietnam;

h) In cases where the foreign credit institution is a leasing company, the balance of financial leasing and loans must account for at least 70% of the company's total assets;

5. Within five years from the date of issuance of the License, the owners and founding members must jointly own 100% of the charter capital of the non-bank credit institution with limited liability;

Section 3

APPLICATION FOR LICENSE

Article 13. Principles for Preparing the Application Administrative Procedure: Recognition of forest tree planting seed sources

1. Documents in the application for the License must be signed by the Head of the Preparatory Board, except where otherwise provided in this Circular. Documents signed by the Head of the Preparatory Board must bear the title: Preparatory Board for Establishment and Name of the Non-Bank Credit Institution;

2. The application for the License for domestic non-bank credit institutions shall be prepared in one original copy in Vietnamese;

3. The application for the License for joint venture non-bank credit institutions and wholly foreign-owned non-bank credit institutions shall be prepared in two original copies, one in Vietnamese and one in English, including:

a) The English-language set of documents must be legalized according to the provisions of the law, except for the following documents:

(i) Documents from the competent authority of the home country sent directly to the State Bank;

(ii) Financial reports;

b) Translations from English to Vietnamese must be certified by the translator according to Vietnamese certification regulations;

c) Translations of financial reports must be confirmed by organizations or individuals authorized to practice translation according to Vietnamese law;

4. Copies of documents and certificates must be certified true copies issued from the original books or certified true copies or copies accompanied by presentation of the original for comparison.

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

Article 14. Common Documents for Application to Obtain a License

1. An application form for obtaining a license signed by the founding shareholders, owners, or founders according to the model specified in Appendix No. 01 of this Circular.

2. A draft Charter of the non-bank financial institution that has been approved by the Founding Assembly or the owner.

3. A project for establishing a non-bank financial institution that has been approved by the Founding Assembly or the owner, including at least the following contents:

a) The necessity of establishment;

b) The name of the proposed non-bank financial institution, type, name of the province/city where the main office is expected to be located, period of operation, charter capital upon establishment, scope of activities, and capability to meet the conditions for operating a bank as prescribed for the type of non-bank financial institution under Decree No. 39/2014/ND-CP dated May 7, 2014 of the Government on the operations of finance companies and leasing companies (hereinafter referred to as Decree No. 39/2014/ND-CP), this Circular, and other regulations of the State Bank of Vietnam;

c) Financial capacity of the founding shareholders, contributing shareholders, owners, founding members, and contributing members;

d) Organizational structure and network of operations expected in the first three years;

d) A list of proposed personnel, detailing their professional qualifications, work experience in the field of finance, banking, and risk management meeting the requirements for each position and title:

(i) Chairman, members, independent members of the Board of Directors, Board of Members; Heads of Committees under the Board of Directors, Board of Members;

(ii) Head of the Board, members, specialized members of the Supervisory Board;

(iii) General Director (Director), Deputy General Directors (Deputy Directors), Chief Accountant, and heads of subordinate units within the organizational structure;

e) Risk management policy: Identification, measurement, prevention, management, and control of credit risks, operational risks, market risks, liquidity risks, and other risks during the course of operation;

g) Information technology:

(i) Plan for investing in information technology systems, explaining the expected investment in information technology systems to ensure compliance with management and risk management requirements for non-bank financial institutions and the regulations of the State Bank of Vietnam;

(ii) Timeframe for implementing IT investments; type of technology expected to be applied; anticipated capabilities of staff in applying information technology; ability to integrate and connect with the State Bank's management system to provide information as required by the State Bank; ensuring that the information technology system supports effective management information systems;

(iii) Documentation regarding the information technology system serving operations;

(iv) Measures to ensure security and confidentiality appropriate to the expected business activities;

(v) Identification, measurement, and management plan for risks associated with the proposed technology;

(vi) Proposed allocation of responsibilities for reporting and controlling the information technology system;

h) Capability for sustainable development in the market:

(i) Market analysis and evaluation, specifying current status, challenges, and prospects;

(ii) Capability to participate and compete in the market, proving advantages when entering the market;

(iii) Development strategy, expansion of the network of operations, and banking activities, including detailed analysis of compliance with conditions for conditional activities;

i) Internal control and audit system:

(i) Principles of operation of the internal control system;

(ii) Draft basic internal regulations concerning the organization and operation of the non-bank financial institution, at least including internal regulations stipulated in Clause 2 of Article 93 of the Law on Credit Institutions and the following regulations:

- Regulations on the organization and operation of the Board of Directors, Board of Members, Supervisory Board, and Management;

- Regulations on the organization and operation of the main office, branches, and other subordinate units;

(iii) Content and procedures for the operation of internal audit;

k) Proposed business plan for the first three years, which must at least include the following contents: Market analysis, strategy, objectives, and business plans; financial reports expected for each year (balance sheet, income statement, cash flow statement, minimum capital adequacy ratio, performance indicators, and explanations of the feasibility of financial targets for each year);

4. Documents proving the capability of the proposed management, control, and operational structures:

a) Curriculum vitae according to the model specified in Appendix No. 02 of this Circular, Criminal Record Sheet No. 2 as prescribed by law;

b) Copies of certificates proving professional qualifications;

c) Other documents proving compliance with the conditions and standards prescribed in the Law on Credit Institutions and related laws;

d) In cases where individuals proposed to be elected as members of the Board of Directors, Board of Members, Supervisory Board members, or General Director (Director) do not have Vietnamese citizenship, in addition to the above documents, they must provide a commitment to meet the conditions for residence and employment in Vietnam;

5. Minutes of the Founding Assembly approving or the owner's approval document for the draft Charter, establishment project of the non-bank financial institution, list of proposed management, control, and operational positions, and selection of the Preparatory Board and its Chair.

Article 15. Documents for Application to Issue a License for Non-Bank Financial Institutions - Joint Stock

1. The contents of the application file shall be as prescribed in Article 14 of this Circular.

2. A list of founding shareholders and shareholders contributing capital to establish the institution according to the form prescribed in Appendix No. 03 of this Circular.

3. Documents of shareholders contributing capital for establishment:

a) For individuals:

(i) Share purchase application form according to the form prescribed in Appendix No. 04A of this Circular;

(ii) Declaration form of related parties according to the form prescribed in Appendix No. 05 of this Circular;

b) For individuals who are founding shareholders:

(i) Documents as prescribed at point a of this clause;

(ii) Curriculum vitae according to the form prescribed in Appendix No. 02 of this Circular, Criminal Record Sheet No. 2 as prescribed by law;

(iii) Declaration form of personal credit history information according to the form prescribed in Appendix No. 06 of this Circular;

(iv) Commitment letter on financial support to resolve difficulties when the non-bank financial institution faces capital shortages or payment liquidity issues;

c) For organizations:

(i) Share purchase application form according to the form prescribed in Appendix No. 04B of this Circular;

(ii) Declaration form of related parties according to the form prescribed in Appendix No. 05 of this Circular;

(iii) Copy of the license for establishment or business registration certificate or equivalent document;

(iv) Authorization document for the representative of the contributed capital at the non-bank financial institution as prescribed by law;

(v) Copy of the charter on organization and operation;

(vi) Copy of the identity card or passport of the legal representative or person appointed to represent the organizational shareholding at the non-bank financial institution;

(vii) Approval document from the competent authority allowing the organization to contribute capital to establish a non-bank financial institution;

(viii) Financial statements of the most recent year before submitting the application for the license and financial statements up to the nearest date from the submission date of the application for the license, audited by an independent auditing organization without any disclaimer. In case there is no audited financial statement at the time of submitting the application for the license, submit the unaudited financial statement and immediately submit the audited financial statement upon issuance of the audit report by the auditing organization and bear responsibility for the content of the submitted financial statement;

(ix) Financial capability report for participating in the establishment of a non-bank financial institution by an organization that is not a commercial bank according to the form prescribed in Appendix No. 08 of this Circular;

(x) Confirmation document from the tax authority and social insurance agency regarding the fulfillment of all tax and social insurance obligations by the organization;

d) For organizations which are founding shareholders:

(i) Documents as prescribed at point c of this clause;

(ii) Curriculum vitae according to the form prescribed in Appendix No. 02 of this Circular, Criminal Record Sheet No. 2 as prescribed by law of the legal representative or person appointed to represent the organizational shareholding at the non-bank financial institution;

(iii) Declaration form of organizational credit history information according to the form prescribed in Appendix No. 07 of this Circular;

(iv) Commitment letter on financial support to resolve difficulties when the non-bank financial institution faces capital shortages or payment liquidity issues;

(v) Audited financial statements of the three consecutive years prior to the year of submitting the application for the license 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 the license, submit the unaudited financial statement and immediately submit the audited financial statement upon issuance of the audit report by the auditing organization and bear responsibility for the content of the submitted financial statement.

4. After receiving the principle approval document, the preparatory board must submit additional documents for consideration to issue the license as follows:

a) The charter of the non-bank credit institution approved by the Founding Assembly;

b) Minutes and Resolution of the Founding Assembly approving the Charter, electing members of the Board of Directors, members of the Supervisory Board, and regulations on the organization and operation of the Board of Directors and the Supervisory Board;

c) Minutes of the Board of Directors meeting electing the Chairman of the Board of Directors; Minutes of the Supervisory Board meeting electing the Head of the Supervisory Board and specialized members of the Supervisory Board;

d) Decisions of the Board of Directors appointing the General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

đ) A document from a Vietnamese commercial bank where the Preparatory Board has opened a capital contribution account confirming the amount of capital contributed by each shareholder;

e) Documentation proving ownership or lawful right to use the location of the main office;

g) Internal regulations on the organization and operation of the non-bank financial institution as prescribed at point i(ii) of Clause 3 of Article 14 of this Circular, approved by the Founding Assembly and the Board of Directors;

h) Report of founding shareholders being Vietnamese commercial banks and Vietnamese enterprises on compliance with conditions prescribed at point g of Clause 2 of Article 11 of this Circular from the time of submitting the application for the license to the time of submitting additional documents for consideration to issue the license.

Article 16. Documents for Application for a License for a Non-Bank Credit Institution Limited Liability Company

1. The contents of the application file shall be as prescribed in Article 14 of this Circular.

2. List of founding members and capital contributors according to the model prescribed in Appendix No. 03 of this Circular.

3. Joint venture agreement containing the main contents as prescribed by law and must include at least the following:

a) Name and address of the non-bank credit institution joint venture;

b) Name and address of the parties involved in the joint venture and the legal representatives of the joint venture parties;

c) Duration of operation of the joint venture;

d) Registered capital, contribution ratio, amount of capital contributed by each party, method and schedule of registered capital contribution;

đ) Rights and obligations of the joint venture parties;

e) Number and ratio of members of the Management Board, Supervisory Board, and Executive Board of the joint venture parties;

g) Projected number of departments and number of staff at the initial stage for each party (number of Vietnamese citizens, number of foreign nationals);

h) Principles for accounting, bookkeeping, reporting, establishment and use of reserves; profit distribution and loss handling in business operations;

i) Procedures for resolving disputes between the parties arising from the implementation of the joint venture agreement, procedures for liquidation, dissolution, merger, and consolidation of the non-bank credit institution joint venture;

k) Conditions for amending and supplementing the joint venture agreement;

The joint venture agreement must be signed by the authorized representatives of the joint venture parties on each page and fully signed at the end of the agreement.

4. Capital contribution agreement among founding members for a limited liability non-bank credit institution.

5. Documents for the owner and founding member being a Vietnamese commercial bank or a Vietnamese enterprise:

a) Documents specified in point d, Clause 3, Article 15 of this Circular, except for the Share Purchase Application Form;

b) Report on the process of establishment, operation, and development orientation of the owner and founding member up to the date of submission of the application for the License;

6. Documents for the owner and founding member being a foreign credit institution:

a) Documents specified in Clause 5 of this Article, except for points c(ii), c(ix), c(x) of Clause 3, Article 15 of this Circular;

b) A document from the competent authority of the home country allowing the foreign credit institution to establish a joint venture non-bank credit institution and a wholly foreign-owned non-bank credit institution in Vietnam. In case the laws of the home country stipulate that the competent authority does not have the function of issuing such a document, there must be evidence confirmed by the competent authority of the home country or a legal document of the home country regarding this issue, legalized, translated into Vietnamese, and certified in accordance with the provisions of the law;

c) A document from the competent authority of the home country providing information on the foreign credit institution as follows:

(i) The content of activities already permitted in the home country at the time of submitting the application for a license;

(ii) Compliance with banking laws and other relevant laws over the last five consecutive years prior to the year of submitting the application for a license and up to the time of submitting the application for a license;

(iii) Capital adequacy ratios and other safety ratios as prescribed by the home country in the year immediately preceding the year of submitting the application for a license and up to the time of submitting the application for a license;

(iv) Compliance with the home country's regulations on risk management and provision reserves in the year immediately preceding the year of submitting the application for a license and up to the time of submitting the application for a license;

d) A document or material from an international credit rating organization rating the foreign credit institution within six months before the time of submitting the application for a license;

đ) A document from the competent authority of the home country committing to ensure consolidated supervision in accordance with international practices for the activities of the foreign credit institution;

e) Commitment document of the owner and founding members regarding:

(i) Being ready to provide financial, technological, managerial, operational, and activity support to the joint venture non-bank credit institution and the wholly foreign-owned non-bank credit institution;

(ii) Ensuring the actual value of the charter capital of the non-bank credit institution limited liability company is not lower than the statutory capital and fully meets the requirements for safe operation as prescribed by the State Bank of Vietnam.

7. After receiving the principle approval document, the preparatory board must submit additional documents for consideration and issuance of a license as follows:

a) Charter of the non-bank credit institution approved by the Board of Members;

b) Document of a Vietnamese commercial bank where the Preparatory Board opens a capital contribution account confirming the amount of capital contributed by the owner and founding members;

c) Document proving ownership or lawful right to use the location of the main office;

d) Internal regulations on the organization and operation of the non-bank credit institution as prescribed in point i(ii) of Clause 3, Article 14 of this Circular, which have been approved by the Board of Members;

đ) Report from the Vietnamese commercial bank or Vietnamese enterprise on meeting the conditions prescribed in point g of Clause 2, Article 11 of this Circular from the time of submitting the application for a license to the time of submitting additional documents for consideration and issuance of a license;

e) A document from the competent authority of the home country evaluating the foreign credit institution meeting the conditions prescribed in points b, d, e of Clause 4, Article 12 of this Circular from the time of submitting the application for a license to the time of submitting additional documents for consideration and issuance of a license;

g) In addition to the components of the application file specified in points a, b, c, d, đ, and e of this clause, the preparatory board establishing a limited liability non-bank financial institution must submit the following additional documents:

(i) Decision of the owner appointing the Chairman of the Board of Members, members of the Board of Members, members of the Supervisory Board, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

(ii) Minutes of the Supervisory Board meeting on electing the position of Head of the Supervisory Board and specialized members of the Supervisory Board;

h) In addition to the documents specified in points a, b, c, d, đ, e of this clause, the preparatory board establishing a non-bank credit institution limited liability company with two or more members must submit the following additional documents:

(i) Minutes and Resolution of the Founding Assembly approving the Articles of Association, electing and appointing positions of members of the Board of Members, members of the Supervisory Board, and regulations on the organization and operation of the Board of Members and the Supervisory Board;

(ii) Minutes of the Board of Members' meeting approving the content of electing the position of Chairman of the Board of Members; Minutes of the Supervisory Board's meeting electing the position of Head of the Supervisory Board and specialized members of the Supervisory Board;

iii) Decision of the Board of Members appointing the positions of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant.

Section 4

ISSUANCE OF LICENSE AND ADDITION OF BUSINESS CONTENT TO THE LICENSE

Article 17. Principles for Issuing Renewal Licenses and Supplementing Activities in Licenses

1. The State Bank shall not issue renewal licenses for activities that non-bank credit institutions are not permitted to carry out according to the law at the time of renewal; simultaneously, adjust the name of permitted activities in accordance with the Law on Credit Institutions and Appendices 09A, 09B, 09C, 09D of this Circular. The renewed license will replace all previous licenses and approval documents (related to amendments and supplements to the license) issued by the State Bank to non-bank credit institutions prior to the renewal date.

2. For foreign exchange trading and service provision activities, the issuance of supplementary activities in licenses shall be carried out in accordance with specific regulations of the State Bank and other relevant laws.

3. For the supplementation of other lending activities (after obtaining the State Bank's approval), non-bank credit institutions may implement such activities after receiving the State Bank's approval; the procedures, formalities, conditions, and documentation for supplementing these activities in the license shall comply with specific regulations of the State Bank and other relevant laws.

Article 18. Procedures for Requesting Renewal Licenses and Supplementing Activities in Licenses

1. Non-bank credit institutions requesting renewal licenses or supplementing activities in licenses must prepare and submit applications in accordance with Article 19 of this Circular through postal services or directly to the State Bank.

2. Within forty days from the date of receipt of complete and valid applications, the State Bank shall process the issuance of renewal licenses or the supplementation of activities in licenses, or both, as requested by non-bank credit institutions. In case of rejection, the State Bank shall provide a written response detailing the reasons.

3. After being granted renewal licenses or supplemented activities in licenses by the State Bank, non-bank credit institutions must:

a) Complete registration procedures with business registration authorities regarding changes to the license in accordance with the law;

b) Announce changes to the license on State Bank information channels and in a daily newspaper for three consecutive issues or on a Vietnamese online news site within seven working days from the date of receiving the renewed license or supplemented activities in the license;

c) Amend and supplement the Charter in accordance with the renewed or supplemented license contents and register with the State Bank in accordance with Clause 4 of Article 22 of this Circular.

Article 19. Documentation for Requesting Renewal Licenses and Supplementing Activities in Licenses

1. For the case of amending the License:

a) A request for renewal of the license signed by the authorized representative of the non-bank credit institution, specifying the activities proposed to be conducted;

b) A list of current licensed activities under the existing license, along with other approval documents from the State Bank, including copies of the existing license and these approval documents.

2. For the case of supplementing the content of the License:

a) A request for supplementation of activities in the license signed by the authorized representative of the non-bank credit institution, specifying the activities proposed to be supplemented. For wholly foreign-owned non-bank credit institutions proposing to supplement banking activities, the foreign financial institution which is the largest shareholder or contributing member must commit that these are activities currently permitted in their home country, except where international treaties to which the Socialist Republic of Vietnam is a party provide otherwise, in which case the provisions of those treaties shall apply;

b) Resolutions of the Board of Directors or Management Council of the non-bank credit institution agreeing to the proposal for supplementation of activities in the license;

c) In addition to the documents specified in points a and b above, finance companies supplementing banking activities must also include the following documents:

(i) Internal regulations in accordance with the law to conduct the proposed banking activities;

(ii) Reports on the staff and facilities, technology, equipment, and accompanying commitments that they meet the conditions for conducting the proposed banking activities as stipulated in Decree No. 39/2014/ND-CP, this Circular, and related laws;

d) In addition to the documents specified in points a, b, and c above, finance companies established and operating before the effective date of Decree No. 39/2014/ND-CP requesting to supplement factoring activities must also include the following document:

(i) Factoring operation plan as prescribed in point g(vi) Clause 1 Article 29 of this Circular;

(ii) Financial statements of the year immediately preceding the year of the proposed factoring activity, audited by an independent auditing organization without any reservations. If the financial statement has not been audited at the time of submitting the application, the un-audited financial statement must be submitted and the audited financial statement must be submitted immediately upon issuance by the auditing organization and the applicant must be responsible for the content of the submitted financial statement;

đ) In addition to the documents specified in points a, b, and c above, finance companies established and operating before the effective date of Decree No. 39/2014/ND-CP requesting to supplement credit card issuance and leasing activities must also include the following document:

(i) Credit card issuance and leasing operation plans as prescribed in point e(iii) Clause 1 Article 30, point g(ii) Clause 1 Article 31 of this Circular;

(ii) Financial reports for the two consecutive years immediately preceding the year in which the request to supplement credit card issuance and financial leasing activities is made, audited by an independent auditing organization and without any exception opinion. In cases where at the time of submitting the application for supplementary activity content, there is no audited report for the most recent year, the un-audited financial report must be submitted, and the audited financial report must be submitted immediately upon issuance by the auditing organization and the applicant shall be responsible for the contents of the submitted financial report.

3. For cases simultaneously requesting to supplement activity content in the License and to replace the License:

a) The application for supplementing activity content in the License and replacing the License signed by the legal representative of the non-bank financial institution, including the proposed activity content, the request for supplementation, and the commitment content as stipulated in point a, Clause 2, Article of this Law;

b) The documents prescribed in point b, Clause 1 and points b, c, d, đ, Clause 2 of this Article.

Chapter III

ORGANIZATION, MANAGEMENT, OPERATIONS, AND SUPERVISION

Article 20. Name and Head Office of Non-Bank Financial Institutions

1. The name of non-bank financial institutions must comply with:

a) The provisions of the Enterprise Law and related laws;

b) Be appropriate to the legal form and corresponding type as follows:

(i) Joint Stock Finance Company and specific name;

(ii) Joint Stock Leasing Company and specific name;

(iii) Limited Liability Finance Company with One Member and specific name;

(iv) Limited Liability Leasing Company with One Member and specific name;

(v) Limited Liability Finance Company and specific name for Limited Liability Finance Companies with Two Members or more;

(vi) Limited Liability Leasing Company and specific name for Limited Liability Leasing Companies with Two Members or more.

2. The head office of non-bank financial institutions must meet the regulations on the head office of enterprises under the Enterprise Law and the following conditions:

a) Recorded in the License and enterprise registration according to the law and must be the place of work for the Board of Directors, Board of Members, Supervisory Board, Management Board;

b) Must be within the territory of Vietnam, having a defined address including building name, house number, alley, lane, courtyard, street, road, village, hamlet, commune, ward, town, district, city district, provincial city, province, centrally governed municipality; telephone number, fax number, and email address (if any);

c) Ensure asset safety and be suitable for the operational requirements of non-bank financial institutions;

d) Have an information management system connected online between the head office and branches and business units of non-bank financial institutions meeting the requirements for management and risk control of non-bank financial institutions and the management requirements of the State Bank.

Article 21. Establishment of Branches and Representative Offices of Non-Bank Financial Institutionsg

1. Non-bank financial institutions may establish domestic and foreign branches and representative offices after obtaining written approval from the State Bank.

2. Conditions, documents, procedures for establishing, terminating, and dissolving branches and representative offices of non-bank financial institutions shall be carried out in accordance with the regulations of the State Bank.

Article 22. Registration of Articles of Association and Content of Amendments and Supplements to the Articles of Association

1. The Articles of Association of non-bank credit institutions must include the main contents prescribed in Clause 1 of Article 31 of the Law on Credit Institutions and shall not contravene the provisions of the Law on Credit Institutions and other relevant laws. Non-bank credit institutions shall be fully responsible under the law for the content of their Articles of Association and the content of amendments and supplements to the Articles of Association.

2. The Articles of Association and the content of amendments and supplements to the Articles of Association of non-bank credit institutions shall take effect from the date they are approved by the Shareholders' Meeting or the Board of Members.

3. When issuing the License, the State Bank shall confirm the registration of the Articles of Association of non-bank credit institutions. In cases of amending or supplementing the Articles of Association, non-bank credit institutions must register the content of amendments and supplements to the Articles of Association with the State Bank within fifteen days from the date of approval.

4. Non-bank credit institutions shall submit one set of documents through postal service or directly to the State Bank requesting confirmation of the registration of the content of amendments and supplements to the Articles of Association. The documents shall include:

a) A request letter from the Chairman of the Board of Management, the Chairman of the Board of Members of the non-bank credit institution or a person authorized by them, clearly stating the reasons and necessity for amending and supplementing the Articles of Association (attached with detailed appendices of the current Articles of Association, proposed amendments and supplements, and legal basis for such amendments and supplements);

b) Resolutions of the Shareholders' Meeting or the Board of Members approving the amendments and supplements to the Articles of Association. These resolutions must specify the contents of the amendments and supplements;

c) The Articles of Association including the contents of amendments and supplements to the Articles of Association of the non-bank credit institution;

d) Other documents required by the State Bank to clarify the issues proposed for amendment and supplementation (if any).

5. Within three working days from the date of receiving complete and valid documents, the State Bank shall issue a confirmation letter regarding the registration of the content of amendments and supplements to the Articles of Association.

6. If the content of the Articles of Association or the content of amendments and supplements is found to be inconsistent with legal provisions, the State Bank shall issue a letter requesting the non-bank credit institution to amend and supplement the content to comply with the law.

Article 23. Internal Regulations

1. Non-bank credit institutions must establish internal regulations in accordance with Article 93 of the Law on Credit Institutions. Internal regulations and amendments and supplements to internal regulations must be issued by the Board of Management or the Board of Members.

2. Immediately upon issuance, non-bank credit institutions must submit their internal regulations and amendments and supplements to internal regulations to the State Bank (the Banking Supervisory Authority) for inspection and supervision.

Article 24. Management Structure of Non-Bank Credit Institutions

1. Non-bank credit institutions must have an organizational structure, management machinery, internal audit, risk management, and internal control system appropriate to their type of operation as prescribed by the Law on Credit Institutions and other relevant laws.

2. The management structure of joint-stock non-bank credit institutions includes: the Shareholders' Meeting, the Board of Management, the Audit Committee, and the General Director (Director).

3. The management structure of limited liability non-bank credit institutions includes: the Board of Members, the Audit Committee, and the General Director (Director).

Article 25. Risk Management Committee and Human Resources Committee

1. The Board of Directors and the Board of Members must establish a Risk Management Committee and a Human Resources Committee and promulgate regulations on their organization and operation, including decision-making mechanisms for proposals made by these two committees. Within ten days from the date of issuance, non-bank credit institutions shall submit these internal regulations to the State Bank (the Banking Supervisory Authority).

2. Each committee must have at least three members, including the Chair who is a member of the Board of Directors or the Board of Members, and other members appointed, dismissed, or relieved of duty by the Board of Directors or the Board of Members according to the Charter of the non-bank credit institution. A member of the Board of Directors or the Board of Members may only serve as the Chair of one committee. For joint-stock non-bank credit institutions, the Risk Management Committee must have at least one independent member of the Board of Directors.

3. Regulations on the organizational structure and operation of the Committees must include at least the following contents:

a) Rules of Operation:

(i) The number of members of the Committee and the responsibilities of each member;

(ii) Regular meetings of the Committee;

(iii) Extraordinary meetings of the Committee;

(iv) Decision-making procedures of the Committee;

b) Tasks and functions of the Committees:

(i) For the Risk Management Committee:

- Advising the Board of Directors and the Board of Members on issuing processes and policies within the authority of the Committee related to risk management in the operations of non-bank credit institutions in accordance with the law and the Charter of the non-bank credit institution;

- Analyzing and warning about the safety level of non-bank credit institutions against potential risks that could affect them and preventive measures for such risks in both short-term and long-term perspectives;

- Reviewing and evaluating the appropriateness and effectiveness of current risk management processes and policies of non-bank credit institutions to provide recommendations and proposals to the Board of Directors and the Board of Members regarding necessary changes to current processes and policies, and operational strategies;

- Advising the Board of Directors and the Board of Members on approving investments, related transactions, risk management policies, and risk resolution plans within the scope of functions and tasks assigned by the Board of Directors and the Board of Members;

(ii) For the Human Resources Committee:

- Advising the Board of Directors and the Board of Members on the size and structure of the Board of Directors and the Board of Members, and managers appropriate to the scale of operations and development strategy of the non-bank credit institution;

- Advising the Board of Directors and the Board of Members on handling personnel issues arising from election, appointment, dismissal, or relief of duty of members of the Board of Directors and the Board of Members, members of the Supervisory Board, and managers of the non-bank credit institution in accordance with the law and the Charter of the non-bank credit institution;

- Studying and advising the Board of Directors and the Board of Members on issuing internal regulations of the non-bank credit institution within the authority of the Board of Directors and the Board of Members concerning salary systems, remuneration, bonuses, recruitment rules, training, and other incentive policies for managers, officers, and employees of the non-bank credit institution.

Article 26. Repurchasing Shares at the Request of Shareholders or Pursuant to the Decision of a Non-Bank Joint Stock Financial Institution

1. The repurchase of shares by shareholders of a non-bank joint stock financial institution must ensure compliance with the provisions of the law.

2. A non-bank joint stock financial institution may only repurchase shares from shareholders if, after paying for all repurchased shares, it still ensures safety ratios in banking operations and the actual value of the charter capital does not fall below the statutory capital level; in cases where the repurchase of shares leads to a reduction in the charter capital of the non-bank joint stock financial institution, such action must be approved in writing by the State Bank in advance.

3. The procedures, formalities, and documentation for requesting the repurchase of shares leading to a reduction in the charter capital of a non-bank joint stock financial institution shall be carried out in accordance with the regulations of the State Bank.

Article 27. Transfer of Contributed Capital, Repurchasing of Contributed Capital of a Non-Bank Limited Liability Financial Institution

1. The transfer of contributed capital, repurchasing of contributed capital must ensure compliance with the provisions of the Enterprise Law.

2. The transfer of contributed capital must ensure compliance with the organizational form regulations of the non-bank financial institution stipulated in Article 4 of this Circular.

3. Within five years from the date of issuance of the License, founding members may only transfer their contributed capital to other founding members.

4. The transfer of contributed capital must ensure the prescribed ratio of contributed charter capital stipulated in Clause 3, Article 6 of this Circular and the following conditions:

a) The new transferee enterprise must meet the conditions stipulated in Clause 2, Article 12 of this Circular;

b) The new transferee commercial bank must meet the conditions stipulated in Clause 3, Article 12 of this Circular;

c) The new transferee foreign financial institution must meet the conditions stipulated in Clause 4, Article 12 of this Circular.

5. Conditions for Repurchasing Contributed Capital:

a) The request for repurchasing contributed capital by contributing members, payment terms, and handling of contributed capital must comply with the provisions on repurchasing contributed capital under the Enterprise Law;

b) After paying for all repurchased contributed capital, the non-bank financial institution must still ensure sufficient payment for all debts and other financial obligations, maintain safety ratios in banking operations, and the actual value of the charter capital must not be lower than the statutory capital level;

c) Fully comply with risk management regulations and establish adequate reserves as required at the time of requesting the State Bank's approval for the repurchasing of contributed capital;

d) Continuously operate profitably for five consecutive years prior to the year of requesting the repurchasing of contributed capital and have no accumulated losses;

đ) Not be subject to administrative penalties by the State Bank in the field of currency and banking activities in the five consecutive years prior to the year of requesting the repurchasing of contributed capital and up to the time of requesting the State Bank's approval for the repurchasing of contributed capital.

6. The transfer of contributed capital, repurchasing of contributed capital must be approved in writing by the State Bank before implementation. The procedures, formalities, and documentation for requesting the transfer of contributed capital, repurchasing of contributed capital shall be carried out in accordance with the regulations of the State Bank.

Chapter IV

OPERATIONS OF A FINANCE COMPANY

Article 28. Activities of financial companies

Financial companies may carry out activities prescribed from Article 108 to Article 111 of the Law on Credit Institutions when meeting the conditions stipulated in Articles 5, 6, 7, 8, 9, 10, 11, 12, 13, and 15 of Decree No. 39/2014/NĐ-CP, as well as Articles 29, 30, 31, 32, 33, 35, and 36 of this Circular, and relevant laws.

Article 29. Conditions for conducting factoring activities

1. Financial companies shall conduct factoring activities when meeting the following conditions:

a) Factoring activities must be recorded in the License;

b) Having a staff with sufficient qualifications and professional expertise in factoring activities, understanding commercial and payment laws both domestically and internationally;

c) Possessing material resources, technology, means, equipment, and internal regulations in accordance with the State Bank's regulations on factoring activities of credit institutions and foreign bank branches;

d) For factoring activities related to foreign exchange operations, financial companies must comply with the laws on foreign exchange management;

đ) Having internal regulations on procedures, formalities, principles for customer identification to closely monitor and ensure prevention against misuse for money laundering, terrorist financing, and other criminal purposes;

e) Complying with the State Bank's regulations on factoring activities of credit institutions and foreign bank branches;

g) Financial companies established and operating before the effective date of Decree No. 39/2014/NĐ-CP may supplement factoring activities when fully meeting the conditions specified in points a, b, c, d, đ, and e of this clause and the following conditions:

(i) Having profitable business operations for at least one year immediately preceding the year of application for supplementary activities;

(ii) Having a minimum operational period of three years;

(iii) Adhering to the regulations on safety ratios in banking operations, loan classification, and risk provisioning continuously throughout all quarters of the year immediately preceding the year of application for supplementary activities;

(iv) Maintaining a non-performing loan ratio below 3% continuously throughout all quarters of the year immediately preceding the year of application for supplementary activities;

(v) Not being subject to administrative penalties in the field of currency and banking within one year immediately preceding the application date;

(vi) Having a factoring activity plan, which must include at least the following contents: The necessity of factoring activities; measures for managing and controlling risks associated with factoring activities; implementation plans, effectiveness of factoring activities, and measures to ensure compliance with banking safety regulations after the addition of factoring activities.

2. Financial companies may only conduct factoring activities after obtaining approval from the State Bank. The dossier, procedure, and formalities for supplementing this activity shall be carried out in accordance with Article 18 and points a, b, c, and d of Clause 2, Article 19 of this Circular.

Article 30. Conditions for conducting credit card issuance activities

1. Financial companies shall conduct credit card issuance activities when meeting the following conditions:

a) Credit card issuance activities must be recorded in the License;

b) Conditions stipulated in point đ of Clause 1, Article 29 of this Circular;

c) Having a staff with sufficient qualifications and professional expertise, material resources, technology, means, equipment, and internal regulations in accordance with the State Bank's regulations on bank card activities;

d) For credit card issuance activities related to foreign exchange operations, financial companies must comply with the laws on foreign exchange management;

đ) Complying with the State Bank's regulations on bank card activities;

e) Financial companies established and operating before the effective date of Decree No. 39/2014/NĐ-CP may supplement credit card issuance activities when fully meeting the conditions stipulated in points a, b, c, d, and đ of this clause and the following conditions:

(i) Conditions stipulated in points g(ii), g(iii), g(iv), and g(v) of Clause 1, Article 29 of this Circular;

(ii) Having continuous profitable business operations for at least two consecutive years immediately preceding the year of application for supplementary activities;

(iii) Having a credit card issuance activity plan, which must include at least the following contents: The necessity of credit card issuance activities; measures for managing and controlling risks associated with credit card issuance activities; implementation plans, effectiveness of credit card issuance activities, and measures to ensure compliance with banking safety regulations after the addition of credit card issuance activities.

2. Financial companies may only conduct credit card issuance activities after obtaining approval from the State Bank. The dossier, procedure, and formalities for supplementing this activity shall be carried out in accordance with Article 18 and points a, b, c, and đ of Clause 2, Article 19 of this Circular.

Article 31. Conditions for Implementing Financial Leasing Activities

1. A financial company shall implement financial leasing activities when meeting the following conditions:

a) Financial leasing activities must be recorded in the License;

b) The conditions stipulated in point đ, Clause 1, Article 29 of this Circular;

c) Having a staff team with sufficient qualifications and expertise in financial leasing and domestic and international trade, including knowledge of commercial laws and financial leasing operations and foreign exchange;

d) Having material resources, technology, means, and equipment to carry out financial leasing activities;

đ) Having internal regulations on financial leasing implemented throughout the system and ensuring there is a mechanism for internal control, auditing, and risk management in the financial leasing activities of the Lessor. These regulations must at least include the following contents:

(i) Criteria for identifying a customer, a customer and related parties according to the regulations and policies for financial leasing for a customer, a customer and related parties, procedures for assessing, approving, and deciding on financial leasing, principles of authorization levels and responsibilities of each individual and department in the assessment, decision-making, and approval of financial leasing, restructuring of payment terms for lease payments for the Lessee;

(ii) Conditions for financial leasing, cases not allowed to engage in financial leasing as restricted by law, types of assets not allowed to be leased, interest rates for financial leasing and methods of calculating lease interest; lease documentation and materials submitted by the Lessee to the Lessor consistent with the characteristics of the leased asset and the type of customer; debt collection; conditions for restructuring of payment terms for lease payments, transferring overdue debts;

(iii) Regulations on risk diversification in financial leasing activities; methods of monitoring, managing, and approving decisions on financial leasing for a customer, a customer and related parties at a level of 1% of the Lessor's own capital, ensuring transparency between the assessment of financial leasing and restructuring of payment terms for lease payments, preventing conflicts of interest between the assessor, decision-maker of financial leasing, and customers who are related parties;

(iv) Principles and criteria for evaluating and determining the level of risk in financial leasing for different customer groups and sectors prioritized or restricted for credit provision by the Lessor, serving as the basis for developing annual business plans and strategies, measures for managing financial leasing risks for the Lessee;

(v) Procedures for inspecting and supervising the leasing process, using leased assets, and paying lease payments by the Lessee, including pre-, during-, and post-leasing controls; authorization levels and responsibilities of each individual and department in inspecting and supervising the leasing process, using leased assets, and paying lease payments by the Lessee;

(vi) Approval of financial leasing and restructuring of payment terms for lease payments (including extension of debt and adjustment of payment periods) must be carried out on the principle that the person deciding on restructuring of payment terms for lease payments is not the person deciding on financial leasing, except in cases where financial leasing is approved by the Board of Directors or the Board of Members;

(vii) Termination and handling of prematurely terminated financial leasing contracts; exemption or reduction of interest rates and fees;

(viii) Identification of potential risks that may arise during the leasing process; procedures for monitoring, evaluating, and controlling risks; risk management solutions;

e) Compliance with the provisions on financial leasing activities under Article 35 of this Circular;

g) A financial company established and operating before the effective date of Decree No. 39/2014/NĐ-CP may supplement financial leasing activities when fully meeting the conditions stipulated in points a, b, c, d, đ, e of this clause and the following conditions:

(i) The conditions stipulated in points e(i), e(ii) of Clause 1, Article 30 of this Circular;

(ii) Having a Business Plan for Financial Leasing, which must at least include the following contents: the necessity of financial leasing activities; measures for managing and controlling risks in financial leasing activities; organizational implementation plan, effectiveness of financial leasing activities, and measures to ensure compliance with regulations on safety in banking operations after supplementing financial leasing activities.

2. A financial company may only implement financial leasing activities after being approved by the State Bank. The procedures and requirements for supplementing this activity shall be carried out in accordance with the provisions of Article 18, points a, b, c, đ of Clause 2, Article 19 of this Circular.

Article 32. Activities of Factoring Financial Companies

Factoring financial companies may carry out the activities prescribed in Clause 2, Article 15 of Decree No. 39/2014/ND-CP when meeting the conditions stipulated in Articles 5, 6, 7, 8, 11, Clause 1, Article 15 of Decree No. 39/2014/ND-CP, points a, b, c, d, đ of Clause 1, Article 29 of this Circular, and relevant laws.

Article 33. Activities of Consumer Credit Financial Companies

Consumer credit financial companies may carry out the activities prescribed in Clause 4, Article 15 of Decree No. 39/2014/ND-CP when meeting the conditions stipulated in Articles 5, 6, 7, 8, 9, 12, Clause 3, Article 15 of Decree No. 39/2014/ND-CP, points a, b, c, d, đ of Clause 1, Article 30 of this Circular, and relevant laws.

Chapter V

ACTIVITIES OF FINANCIAL LEASING COMPANIES

Article 34. Activities of Leasing Financial Companies

1. Leasing financial companies may carry out the activities prescribed from Article 112 to Article 116 of the Law on Credit Institutions, Article 16 of Decree No. 39/2014/ND-CP, this Circular, and relevant laws.

2. Leasing financial companies shall conduct leasing activities when meeting the conditions stipulated in points a, b, c, d, đ, e of Clause 1, Article 31 of this Circular.

Article 35. Leasing Activities

1. The lessee must meet the following conditions:

a) Having full civil legal capacity and full capacity for civil acts according to the provisions of the law;

c) Having effective and feasible production and business plans, feasible and direct use of leased assets to implement such plans, in compliance with the provisions of the law;

c) Having financial capability to fulfill all obligations committed under the leasing contract;

d) For domestic and foreign organizations, the leasing period shall not exceed the remaining operational period as determined in the establishment decision or operating license in Vietnam; for foreign individuals, the leasing period shall not exceed the remaining residence permit period in Vietnam.

2. Leasing contracts:

a) A leasing contract is an agreement between the lessor and the lessee regarding leasing activities as prescribed by the law on leasing activities, this Circular, and related laws. A leasing contract is irrevocable.

b) A leasing contract must be documented in writing in accordance with the provisions of the Civil Code and must include at least the following contents:

(i) Name and address of the lessor and the lessee;

(ii) Leasing conditions;

(iii) Name, technical characteristics, type, price, delivery and installation time, warranty period, quality of the leased asset, other terms and conditions related to the leased asset;

(iv) Purpose of using the leased asset;

(v) Lease payment, time of recognizing lease payment debt; lease interest rate; principles and factors determining the interest rate, time of determining the adjusted lease interest rate; types and levels of fees applied; costs as prescribed by law;

(vi) Leasing period and repayment schedule for lease payments;

(vii) Agreement on overdue principal transfer, notification of overdue principal transfer, interest rate applicable to overdue principal balance, interest rate applicable to late lease payments;

(viii) Rights and obligations of the parties, handling cases of early termination of the leasing contract according to the law on leasing;

(ix) Other contents of the leasing contract agreed upon by the lessor and the lessee;

c) A leasing contract becomes effective from the date agreed upon by the parties in the leasing contract.

3. Lease payment includes the principal debt determined based on the purchase price of the leased asset, legitimate costs related to purchasing the asset, and lease interest calculated according to the State Bank's regulations on calculation and accounting methods for interest income and expenditure of credit institutions.

4. Interest rates and fees related to leasing activities:

a) The lease interest rate is agreed upon by the lessor and the lessee. The lease interest rate is calculated as a percentage per annum;

b) Except for the case stipulated in Clause 9 hereof, if the lessee fails to pay the lease payment on time, the lessee must pay interest as follows:

(i) The interest rate applicable to overdue principal balance is agreed upon by the lessor and the lessee in the leasing contract but shall not exceed 150% of the lease interest rate applicable immediately before the overdue period for that principal balance;

(ii) If the lessee fails to pay the lease interest on time, the lessee must also pay interest to the lessor on the overdue lease interest at the rate agreed upon by both parties but shall not exceed 10% per annum on the amount of overdue lease interest during the delay period;

c) The lessor may only agree with the lessee on the fee for arranging the signing of joint venture leasing contracts among participating lessors and other fees specified in relevant legal documents concerning leasing activities;

d) The lessor must provide truthful and accurate information to the lessee about the lease interest rate, the interest rate applicable to overdue principal balance; principles and factors determining, time of determining the adjusted lease interest rate, types and levels of applicable costs so that the lessee can consider and decide on signing the leasing contract.

5. Restructuring of lease payment repayment periods:

The financial lessor considers and decides on restructuring the repayment period for financial lease payments based on the proposal of the financial lessee, evaluating the financial lessee's ability to repay the financial lease debt and its own financial capacity as follows:

a) If the financial lessee does not have the ability to repay the principal and/or interest of the financial lease according to the agreed lease term but is assessed by the financial lessor as capable of fully repaying the principal and/or interest according to the adjusted repayment terms for the financial lease, then the financial lessor may consider adjusting the repayment periods for the principal and/or interest in accordance with the financial lessee's repayment sources;

b) If the financial lessee cannot fully repay the principal and/or interest according to the agreed lease term but is assessed by the financial lessor as capable of fully repaying the principal and/or interest within a certain period after the lease term, then the financial lessor may consider extending the lease term in accordance with the financial lessee's repayment sources;

c) The restructuring of the repayment period for the financial lease must be carried out before or on the last day of the repayment period.

6. Currency used in financial leasing:

The financial lessor conducts financial leasing in Vietnamese dong, except where financial leasing is conducted in foreign currency as provided for in Clause 7 of this Circular.

7. Financial leasing in foreign currency:

In addition to the conditions stipulated in Points a, b, c, d, đ, and e of Clause 1 of Article 31 of this Circular, financial leasing in foreign currency must also meet the following conditions:

a) For the financial lessor:

(i) Conducting financial leasing in foreign currency in accordance with the laws on foreign exchange;

(ii) Paying the import price of leased assets to the supplier in foreign currency;

b) The leased asset must be imported;

c) For the financial lessee:

(i) Using the leased asset for production and business activities;

(ii) Having sufficient foreign currency from production and business revenue to repay the financial lease payments;

(iii) Accepting debts and paying lease payments in foreign currency.

8. Penalties for breach and compensation for damages:

a) The financial lessor and the financial lessee may agree on penalties for breach and compensation for damages in accordance with the provisions of the law in cases where the financial lessor or the financial lessee fails to fulfill the contents agreed upon in the financial lease contract (except for the case stipulated in Point b of Clause 4 of this Article);

b) The financial lessor and the financial lessee may agree that the party in breach of obligations shall only bear the penalty for breach without having to compensate for damages, or both bear the penalty for breach and compensate for damages.

In cases where the financial lessor and the financial lessee have agreed on penalties for breach but have not agreed on bearing both penalties for breach and compensation for damages, the party in breach of obligations shall only bear the penalty for breach.

9. Early termination of the financial lease contract:

a) The early termination of the financial lease contract is implemented in accordance with the provisions of Article 21 of Decree No. 39/2014/NĐ-CP;

b) The handling of the financial lease contract terminated early is implemented in accordance with the provisions of Article 22 of Decree No. 39/2014/NĐ-CP and the provisions of the law on recovery and disposal of leased assets;

c) In cases where the financial lease contract is terminated early in accordance with Point a and b of Clause 1 of Article 21 of Decree No. 39/2014/NĐ-CP, the financial lessee must immediately pay the remaining lease payments including:

(i) Remaining principal;

(ii) Remaining lease interest payable under the financial lease contract from the date of early termination of the financial lease contract to the end date of the financial lease contract as stipulated in the financial lease contract. In cases where the financial lease contract does not provide for it and the parties do not have other agreements, the remaining lease interest payable shall be calculated at the in-limit interest rate at the latest time point prior to the early termination of the financial lease contract;

(iii) In-limit lease interest and overdue lease interest unpaid up to the date of early termination of the financial lease contract;

(iv) Interest on overdue lease interest unpaid up to the date of early termination of the financial lease contract;

d) In cases where the financial lessee cannot immediately pay the remaining principal as stipulated in Point c of this clause, the financial lessee must also pay late payment interest as follows:

A = B - C

Where:

A: The amount of interest payable due to late payment of the remaining principal as stipulated in Point c of this clause

B: Lease interest on the remaining principal at the interest rate agreed between the financial lessor and the financial lessee but not exceeding 150% of the in-limit lease interest rate at the latest time point prior to the early termination of the financial lease contract from the date of early termination of the financial lease contract until the date when the remaining principal is fully paid;

C: Remaining lease interest payable under the financial lease contract as stipulated in Point c(ii) of this clause from the date of early termination of the financial lease contract until the date when the remaining principal is fully paid. In cases where the financial lessee does not fully pay the remaining principal before the end date of the financial lease contract as stipulated in the financial lease contract, C equals the total remaining lease interest payable under the financial lease contract as stipulated in Point c(ii) of this clause.

Article 36. Purchase and Resale Activities

1. Principles of Purchase and Resale:

a) The purchase and resale transaction must be carried out through a property purchase contract and a financial leasing contract between the Purchaser and Reseller and the Seller and Lessee. The property purchase contract becomes effective from the time the financial leasing contract becomes effective;

b) In the purchase and resale transaction, the Purchaser and Reseller hold ownership rights over the leased property and resell it to the Seller and Lessee in accordance with the provisions on financial leasing set forth in this Circular. The transfer of ownership rights of the property from the Seller and Lessee to the Purchaser and Reseller shall be carried out in accordance with the provisions of the law;

c) The Purchaser and Reseller select assets and Sellers and Lessees who have the ability to repay debts to ensure safe and effective purchase and resale transactions.

2. Assets for Purchase and Resale:

When conducting transactions for purchasing and leasing out assets, such assets must meet the following conditions:

a) Must be legally owned by the Seller and Lessee;

b) Not subject to disputes;

c) Shall not be used to secure the performance of other obligations;

d) Currently operating normally;

đ) The asset for purchase and resale is a financial lease asset as stipulated in Clause 12, Article 3 of this Circular.

3. Property Purchase Contract:

The property purchase contract must include the following main contents: names and addresses of the parties; purpose of purchasing the asset; description of the asset; purchase price of the asset; payment method; time and place of contract performance, methods of contract performance; rights and obligations of the parties; liability for breach of contract, breach penalty, and other contents agreed upon in accordance with the provisions of the law on asset sale and purchase.

4. Rights and Obligations of the Parties in Purchase and Resale Transactions:

a) Rights and obligations of the Purchaser and Reseller:

(i) Request the Seller and Lessee to provide complete information and documents related to the asset;

(ii) Request the Seller and Lessee to issue a valid sales invoice, deliver all original ownership documents and other invoices and certificates related to the asset's rights and interests;

(iii) Request the Seller and Lessee to compensate for damages arising from disputes related to the asset and the Seller and Lessee's ownership rights;

(iv) Pay the Seller and Lessee the agreed amount in the property purchase contract;

(v) Fulfill all terms agreed upon in the property purchase contract accurately and completely;

b) Rights and obligations of the Seller and Lessee:

(i) Receive the proceeds from selling the asset paid by the Purchaser and Reseller according to the agreement in the property purchase contract;

(ii) Provide complete, accurate, and truthful all information and documents related to the asset as requested by the Purchaser and Reseller;

(iii) Issue a valid sales invoice, deliver all original ownership documents and other invoices and certificates related to the asset's rights and interests;

(iv) Compensate the Purchaser and Reseller for losses arising from disputes related to the asset and the Seller and Lessee's ownership rights;

(v) Fulfill all terms agreed upon in the property purchase contract accurately and completely;

c) In addition to the rights and obligations specified in points a and b of this clause, the Purchaser and Reseller and the Seller and Lessee also have the rights and obligations prescribed from Article 17 to Article 20 of Decree No. 39/2014/NĐ-CP and relevant laws.

5. Currency Used in Purchase and Resale:

The Purchaser and Reseller carry out purchase and resale in Vietnamese Dong, except in cases where purchase and resale are conducted in foreign currency as provided for in Clause 6 of this Article.

6. Purchase and Resale in Foreign Currency:

Purchase and resale in foreign currency can only be carried out when the following requirements are met:

a) In addition to the conditions stipulated in point a, b, c, d, đ, e of Clause 1 of Article 31, point a(i), point c of Clause 7 of Article 35, points a, b, d, đ of Clause 2 of this Article, purchase and resale in foreign currency must meet the following conditions:

(i) The purchased and resold asset is imported;

(ii) The Seller and Lessee currently have foreign currency debt at the bank for importing the asset, or the Seller and Lessee still owe foreign currency debt to the foreign supplier that has not been settled;

b) Payment for the purchase of the purchased and resold asset in foreign currency:

(i) The Purchaser and Reseller proceed with the purchase and resale when the Seller and Lessee present all legal documents regarding the asset. In cases where the bank or foreign supplier manages and holds documents related to the asset, the Purchaser and Reseller will pay the purchase price after reaching an agreement with the bank or foreign supplier to retrieve the asset documents upon resale;

(ii) The Purchaser and Reseller directly pay the purchase price of the purchased and resold asset to the bank or foreign supplier in the corresponding foreign currency value of the purchased asset. If the repurchase price exceeds the bank loan debt or the foreign supplier's debt, the Purchaser and Reseller will pay the Seller and Lessee the difference in Vietnamese Dong based on the commercial bank exchange rate chosen by both parties on the payment date;

(iii) After the Purchaser and Reseller pay the purchase price of the purchased and resold asset, the Seller and Lessee will recognize the debt and pay the rental fee in foreign currency according to the current regulations on financial leasing.

Article 37. Supplementary Working Capital Loans for Financial Leasing Parties

1. The financial leasing company shall provide loans to the financial leasing party to supplement working capital directly serving the management, operation, and use of leased assets.

2. The provision of supplementary working capital loans by the financial leasing company to the financial leasing party shall be carried out in accordance with the regulations of the State Bank on lending activities of credit organizations and foreign bank branches towards customers.

Article 38. Operating Lease Activities

1. Assets subject to operating leases include machinery, equipment, transportation means, other chattels, and immovable property as stipulated in Clause 2, Article 132 of the Law on Credit Institutions.

2. The financial leasing company must comply with the provisions of the Civil Code and relevant laws regarding asset leasing when conducting operating lease activities.

3. Operating Lease Contracts:

a) An operating lease contract is an agreement between the financial leasing company and the operating lessee concerning the leasing and use of one or more assets as specified in Clause 1 of this Article. The operating lease contract becomes effective from the date agreed upon by both parties in the contract.

b) An operating lease contract must minimally contain the following contents:

(i) Name, address, tax code of the financial leasing company and the operating lessee;

(ii) Name, type, code (if any) of the leased asset and necessary information to identify the leased asset accurately;

(iii) Lease term;

(iv) Rent payment;

(v) Responsibilities of each party regarding insurance, maintenance, warranty, inspection, repair, replacement, and other responsibilities agreed upon for the leased asset during the lease period;

(vi) Rights and obligations of the financial leasing company and the operating lessee in operating lease activities, including early termination of the operating lease contract in compliance with civil law and related laws.

Chapter VI

TRANSITIONAL PROVISIONS

2. Circular No. 47/2016/TT-BCA dated November 14, 2016, issued by the Minister of Public Security on the registration and inspection of civilian watercraft (hereinafter referred to as Circular No. 47/2016/TT-BCA), shall cease to be effective from the date this Circular comes into force.

1. At the time this Circular takes effect, if a finance company violates the conditions stipulated in points a, b, c, d, đ of Clause 1, Article 29, points a, b, c, d of Clause 1, Article 30, and points a, b, c, d, đ of Clause 1, Article 31 of this Circular, or if a financial leasing company violates the conditions stipulated in points a, b, c, d, đ of Clause 1, Article 31 of this Circular, they shall be handled as follows:

a) They shall not sign new factoring contracts, issue credit cards, or provide financial leasing until they meet the conditions prescribed in this Circular;

b) The Board of Directors, Board of Members of the finance company, and the financial leasing company must have a remediation plan, which must minimally include the following contents:

(i) Specific conditions that the finance company and the financial leasing company fail to meet according to the regulations;

(ii) Specific measures and plans to ensure compliance with the conditions stipulated within a maximum period of six months from the date this Circular takes effect.

2. For financial leasing companies that have signed loan contracts, financial leasing contracts, sale and leaseback contracts under financial leasing, and operating lease contracts before the date this Circular takes effect and in compliance with the law at the time of signing, the financial leasing company and the customer may continue to implement the agreements reached until the end of the contract term. Any amendments, supplements, or extensions of these contracts can only be made if the amended, supplemented, or extended content complies with the provisions of this Circular and relevant laws.

3. In cases where the assets of the lessor company, which are not financial leasing assets as stipulated in Clause 12, Article 3 of this Circular, are part of financial leasing contracts signed before the date this Circular takes effect and are prematurely terminated according to point a, b, c of Clause 1, Article 21 of Decree No. 39/2014/NĐ-CP, the lessor company may continue to provide financial leasing for those assets in accordance with this Circular and the regulations on the recovery and handling of financial leasing assets.

4. Within a maximum period of forty days from the date this Circular takes effect, the finance company and the financial leasing company must submit their remediation plan as stipulated in Clause 1 of this Article directly or by mail to the State Bank (Bank Inspection and Supervision Authority).

If the State Bank requests modifications, supplements, or adjustments to the remediation measures, progress, or deadlines, the finance company and the financial leasing company shall be responsible for implementing them according to the State Bank's requirements.

Article 40. Post-transition Processing

After the maximum transition period specified in Clause 1 of Article 39 of this Circular or after the maximum deadline requested by the State Bank of Vietnam, if finance companies and leasing companies fail to rectify violations, the State Bank of Vietnam will apply necessary measures, including restructuring according to the law, narrowing the scope of operations, or revoking the business license for finance companies and leasing companies, depending on the severity, nature, and risk level.

Chapter VII

RESPONSIBILITIES OF UNITS UNDER THE STATE BANK OF VIETNAM

Article 41. Responsibilities of Units under the State Bank of Vietnam

1. The Banking Inspection and Supervision Authority:

a) Serve as the focal point for receiving and coordinating with relevant Departments and Bureaus of the State Bank of Vietnam, provincial branches of the State Bank of Vietnam to review applications for business licenses; submit to the Governor of the State Bank of Vietnam for sending opinions to the People's Committee of the province or centrally-administered city where the non-bank financial institution plans to establish its headquarters, and the Ministry of Public Security (if necessary);

b) Serve as the focal point for receiving, reviewing, and submitting to the Governor of the State Bank of Vietnam applications for changing business licenses and adding activities to business licenses;

c) Submit to the Governor of the State Bank of Vietnam for confirmation of registration of Articles of Association and amendments to the Articles of Association of non-bank financial institutions;

d) The Banking Inspection and Supervision Bureau where the non-bank financial institution establishes its headquarters shall inspect and suspend the commencement of operations when it does not meet the conditions stipulated in Clause 2 of Article 10 of this Circular;

đ) Inspect and supervise the implementation of regulations by non-bank financial institutions as prescribed in this Circular;

e) Handle violations by non-bank financial institutions according to the provisions of the law;

g) Examine the resolution plan, request non-bank financial institutions to supplement and amend the resolution plan, including the implementation deadline (if deemed insufficient or unfeasible), implement measures in the resolution plan within the specified time frame; inspect, examine, and supervise non-bank financial institutions' implementation of the resolution plan as stipulated in Clause 1 of Article 39 of this Circular.

2. Department of Finance and Accounting:

Guide accounting entries for activities of non-bank financial institutions as prescribed in this Circular.

3. Department of Forecasting and Statistics:

Guide the implementation of statistical reporting systems for activities of non-bank financial institutions as prescribed in this Circular.

4. Provincial Branches of the State Bank of Vietnam:

a) Within thirty days from the date the Banking Inspection and Supervision Authority sends a letter requesting, the provincial branch of the State Bank of Vietnam where the proposed non-bank financial institution plans to establish its headquarters shall review the application for a business license and send a letter to the Banking Inspection and Supervision Authority;

b) The provincial branch of the State Bank of Vietnam where the non-bank financial institution establishes its headquarters shall inspect and suspend the commencement of operations when it does not meet the conditions stipulated in Clause 2 of Article 10 of this Circular (for areas without a Banking Inspection and Supervision Bureau);

c) Inspect, supervise, and handle violations by non-bank financial institutions according to the functions, tasks, powers, and organizational structure of the provincial branch of the State Bank of Vietnam.

Chapter VIII

IMPLEMENTING PROVISIONS

Article 42. Effective Date

1. This Circular takes effect from February 8, 2016.

2. From the date this Circular takes effect, the following articles and documents become invalid:

a) Clauses 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43 of Circular No. 06/2002/TT-NHNN dated December 23, 2002 issued by the Governor of the State Bank of Vietnam guiding the implementation of Decree No. 79/2002/NĐ-CP dated October 4, 2002 of the Government on the organization and operation of finance companies;

b) Clauses 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37 of Circular No. 06/2005/TT-NHNN dated October 12, 2005 issued by the Governor of the State Bank of Vietnam guiding the implementation of certain contents in Decree No. 16/2001/NĐ-CP dated May 2, 2001 of the Government on the organization and operation of leasing companies and Decree No. 65/2005/NĐ-CP dated May 19, 2005 of the Government amending and supplementing some articles of Decree No. 16/2001/NĐ-CP dated May 2, 2001 of the Government on the organization and operation of leasing companies;

Decision No. 40/2007/QĐ-NHNN dated November 2, 2007 issued by the Governor of the State Bank of Vietnam promulgating the charter for issuing business licenses for the establishment and operation of joint-stock non-bank financial institutions;

c) Circular No. 05/2006/TT-NHNN dated July 25, 2006 issued by the Governor of the State Bank of Vietnam guiding certain contents regarding leasing activities and trust leasing services as prescribed in Decree No. 16/2001/NĐ-CP dated May 2, 2001 and Decree No. 65/2005/NĐ-CP dated May 19, 2005 of the Government;

đ) Circular No. 07/2006/TT-NHNN dated September 7, 2006 issued by the Governor of the State Bank of Vietnam guiding activities of purchasing and leasing out according to the leasing model as prescribed in Decree No. 16/2001/NĐ-CP dated May 2, 2001 and Decree No. 65/2005/NĐ-CP dated May 19, 2005 of the Government;

e) Circular No. 02/2007/TT-NHNN dated May 21, 2007 amending Clause 5 of Circular No. 07/2006/TT-NHNN dated September 7, 2006 issued by the Governor of the State Bank of Vietnam guiding activities of purchasing and leasing out according to the leasing model as prescribed in Decree No. 16/2001/NĐ-CP dated May 2, 2001 and Decree No. 65/2005/NĐ-CP dated May 19, 2005 of the Government;

Decision No. 731/2004/QĐ-NHNN dated June 15, 2004 issued by the Governor of the State Bank of Vietnam promulgating the temporary charter for operating leasing services of leasing companies;

h) Article 5, Article 6, Article 7 of Circular No. 24/2011/TT-NHNN dated August 31, 2011 issued by the Governor of the State Bank of Vietnam on implementing simplified administrative procedures for the establishment and operation of banks according to the Government's resolutions on simplifying administrative procedures within the scope of management functions of the State Bank of Vietnam.

Article 43. Implementation

The Director of the Office, the Head of the Banking Supervision Department, the Heads of units under the State Bank, the Governors of the State Bank branches in provinces and cities, the Chairmen and members of the Management Councils and Member Councils, the Heads and members of the Supervisory Boards, and the General Directors (Directors) of non-bank credit organizations are responsible for implementing this Circular./.