Circular No. 30/2024/TT-NHNN Amending and supplementing certain provisions of Circulars on the files and procedures for approving changes and the network of operations of non-bank financial institutions

CIRCULAR

Amending and supplementing certain provisions of Circulars on

documents and procedures for approving changes and the network of operations

of non-bank credit institutions

--------------------

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

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

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

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

The Governor of the State Bank of Vietnam issues this Circular to amend and supplement certain provisions of Circulars on documents and procedures for approving changes and the network of operations of non-bank credit institutions.

Article 1. Amending and supplementing certain Articles of Circular No.53/2018/TT-NHNNdated December 31, 2018, issued by the Governor of the State Bank of Vietnam, regarding the network of operations of non-bank credit institutions

Article 4. Competence to approve the network of non-bank credit institutions

"1. The Governor of the State Bank of Vietnam (hereinafter referred to as the Governor) shall examine and approve the establishment, compulsory cessation of operations, and dissolution of branches of non-bank credit institutions.

2. The Director of the Banking Inspection and Supervision Department shall examine and approve the establishment, compulsory cessation of operations, and dissolution of representative offices and affiliated units of non-bank credit institutions.

3. The Director of the State Bank of Vietnam branch in provinces and centrally-administered cities shall examine and approve the following matters:

a) Change of location for the head office of a non-bank credit institution's branch within the jurisdiction (including cases of changing location before commencing operations).

b) Voluntary cessation of operations and dissolution of branches of non-bank credit institutions within their jurisdiction."

"c) For applications to establish branches, within five working days from the date of receiving complete documents, the Banking Inspection and Supervision Department shall issue a document seeking the opinion of the State Bank of Vietnam branch where the non-bank credit institution plans to establish a branch on the necessity of having an additional branch in that area;"

"d) Within fifteen days from the date of receiving the opinion of the State Bank of Vietnam branch as stipulated in Point c of this Clause, the Banking Inspection and Supervision Department shall submit to the Governor a document approving or not approving the non-bank credit institution's establishment of a branch;"

"g) Within twelve months from the date the State Bank of Vietnam issues a document approving the establishment, the non-bank credit institution must commence operations of its branch, representative office, or affiliated unit. If the non-bank credit institution does not commence operations of its branch, representative office, or affiliated unit beyond this period, the approval document of the State Bank of Vietnam shall become automatically invalid."

3. Amend and supplement Point a(v) Clause 2 Article 10 as follows:

"(v) The Branch Manager or equivalent position meets the standards and conditions prescribed in Clause 5 Article 41 of the Law on Credit Institutions and internal regulations of the non-bank credit institution;"

4. Amend and supplement Points b, c Clause 2 Article 10 as follows:

"b) At least fifteen days before the planned commencement of operations of the branch, the non-bank credit institution shall submit a report to the State Bank of Vietnam branch where the branch is located on the following contents:

(i) The planned date of commencement of operations and compliance with the requirements for commencing operations of the branch as stipulated in Point a of this Clause;

(ii) Information about the name of the branch (name, foreign language name, abbreviated name); address of the branch (address, telephone, fax, email, website); information about the Branch Manager or equivalent position (full name, gender, date of birth, ethnicity, nationality, type of legal document of the individual, number of legal document of the individual, date of issuance, place of issuance, permanent residence address and contact address);

c) The non-bank credit institution shall commence operations of the branch after meeting the requirements set out in Point a of this Clause and publicly announcing the information as prescribed in Article 11 of this Circular."

5. Amend and supplement Clause 3 and add Clause 4 to Article 10 as follows:

"3. Commencement of operations of representative offices and affiliated units:

a) The non-bank credit institution shall decide to commence operations of representative offices and affiliated units after publicly announcing the information as prescribed in Article 11 of this Circular;

b) At least fifteen days before the planned commencement of operations of representative offices and affiliated units, the non-bank credit institution shall submit a report to the State Bank of Vietnam branch where the representative office or affiliated unit is located. For representative offices, the non-bank credit institution shall report to the State Bank of Vietnam branch where the representative office is located on the planned date of commencement of operations; the name of the representative office (name, foreign language name, abbreviated name); address of the representative office (address, telephone, fax, email, website); head of the representative office (full name, gender, date of birth, ethnicity, nationality, type of legal document of the individual, number of legal document of the individual, date of issuance, place of issuance, permanent residence address and contact address).

4. Within five working days from the date of receipt of the report as stipulated in Point b Clause 2 and Point b Clause 3 of this Article, the State Bank of Vietnam branch shall be responsible for issuing a written notice of the information reported by the non-bank credit institution at Point b Clause 2 and Point b Clause 3 of this Article along with the document approving the establishment of the branch, representative office to the provincial business registration authority."

6. Amending and supplementing Article 12 as follows:

Article 12. Changing the name of a branch

1. The non-bank credit institution decides to change the name of the branch (name, foreign language name, abbreviated name) in accordance with the provisions of the law. Within five working days from the date the non-bank credit institution makes the decision to change, the non-bank credit institution shall submit a report to the State Bank of Vietnam branch where the branch is located on this change.

2. Within five working days from the date of receipt of the report of the non-bank credit institution as stipulated in Clause 1 of this Article, the State Bank of Vietnam branch shall be responsible for issuing a written notice of the information on the change of the branch name reported by the non-bank credit institution in Clause 1 of this Article to the provincial business registration authority.

Article 13. Changing the location of the branch headquarters

1. Non-bank credit institutions may only change the location of their branch headquarters within the province or centrally-administered city where the branch's headquarters is located, and the proposed new location must meet the requirements stipulated in points a(i), a(ii), and a(iii) of Clause 2, Article 10 of this Circular.

2. Documents for requesting to change the location of the branch headquarters:

a) A document from the non-bank credit institution proposing approval to change the location of the branch headquarters, which must minimally include the following contents: current location; proposed new location ensuring compliance with the requirements stipulated in Clause 1 of this Article; plan for transferring the headquarters to ensure continuity in operations;

b) Resolution of the Board of Members or resolution of the Board of Directors approving the change in the location of the branch headquarters or a document from another competent authority as provided for in the Charter of the non-bank credit institution.

3. Procedures:

a) The non-bank credit institution shall prepare one set of documents in accordance with Clause 2 of this Article and submit it to the State Bank branch where the branch headquarters is located. In cases where the submitted documents are incomplete or invalid, the State Bank branch shall issue a written request for the non-bank credit institution to supplement and complete the documents within five working days from the date of receipt of the documents.

b) Within ten days from the date of receiving all documents as prescribed in Clause 2 of this Article, the State Bank branch where the branch headquarters is located shall issue a written document to the non-bank credit institution either approving or not approving the change in the location of the branch headquarters; in case of disapproval, the document must clearly state the reasons.

4. The non-bank credit institution shall report in writing to the State Bank branch where the branch headquarters is located about its compliance with the requirements stipulated in Clause 1 of this Article at least fifteen days before the anticipated operation at the approved location.

5. Within five working days from the date of receiving the report as prescribed in Clause 4 of this Article, the State Bank branch shall be responsible for issuing a written notification to the provincial business registration agency regarding the information on the change in the location of the branch headquarters reported by the non-bank credit institution under Clause 4 of this Article, along with the document approving the change in the location of the branch headquarters.

6. Within twelve months from the date the State Bank branch issues the approval document, the branch of the non-bank credit institution must operate at the approved location. If the branch does not commence operations at the approved location beyond this period, the approval document issued by the State Bank branch will automatically become ineffective.

7. In cases where there is a change in the address of the branch headquarters without a change in the location of the branch headquarters, the non-bank credit institution shall report in writing to the State Bank branch where the branch headquarters is located about the change in the address of the branch headquarters within seven working days from the date of implementation of the change.

8. Within five working days from the date of receiving the report from the non-bank credit institution as prescribed in Clause 7 of this Article, the State Bank branch shall be responsible for issuing a written notification to the provincial business registration agency regarding the information on the change in the address of the branch headquarters reported by the non-bank credit institution under Clause 7 of this Article.

8. Supplement Clause 3 to Article 14 as follows:

"3. Within five working days from the date of receiving the document from the non-bank credit institution as prescribed in Clause 2 of this Article, the State Bank branch where the representative office headquarters is located shall be responsible for issuing a written notification to the provincial business registration agency regarding the information on the change in the name and location of the representative office headquarters reported by the non-bank credit institution under Clause 2 of this Article.

In cases where the change in the location of the representative office headquarters is outside the province or centrally-administered city, the State Bank branch where the new representative office headquarters is located shall be responsible for issuing a written notification to the provincial business registration agency regarding the information on the change in the location of the representative office headquarters reported by the non-bank credit institution under Clause 2 of this Article."

"Article 18. Voluntary Termination of Operations, Dissolution of Branches, Representative Offices, and Affiliated Units

1. Documents for voluntary termination of operations and dissolution of branches:

a) A document from the non-bank credit institution proposing the termination of operations and dissolution of the branch, specifying: reasons for termination and dissolution; name and address of the branch being terminated and dissolved, and commitment to resolve the assets, rights, obligations, and related interests of the branch being terminated and dissolved;

b) Resolution of the Board of Directors or Board of Members of the non-bank credit institution regarding the termination of operations and dissolution of the branch or a document from another competent authority as provided for in the Charter of the non-bank credit institution;

c) Plan for resolving the assets, rights, obligations, and related interests of the branch being terminated and dissolved.

2. Procedure for voluntary termination of operations and dissolution of branches:

a) The non-bank credit institution shall prepare one set of documents in accordance with Clause 1 of this Article and submit it to the State Bank branch where the branch headquarters is located;

b) Within forty-five days from the date of receiving all documents as prescribed in Clause 1 of this Article, the State Bank branch shall issue a written document either approving or not approving the proposal of the non-bank credit institution; in case of disapproval, the document must clearly state the reasons.

3. Within forty-five days from the date of receiving the approval document from the State Bank branch regarding the termination of operations and dissolution of the branch, the non-bank credit institution must proceed with the legal procedures as required by law to terminate operations and dissolve the branch and report in writing to the State Bank (through the Banking Inspection and Supervision Agency) and the State Bank branch where the branch headquarters is located about the results of the termination of operations and dissolution of the branch.

4. Voluntary cessation of operations, dissolution of representative offices, and units: Non-bank financial organizations decide to cease operations and dissolve representative offices and units. Within five working days from the date of ceasing operations and dissolving representative offices and units, non-bank financial organizations must submit a report in writing to the State Bank of Vietnam (through the Banking Inspection and Supervision Department) and the State Bank branch where the representative office or unit is located, clearly stating the reasons, the date of cessation of operations, and the date of dissolution.

5. Within five working days from the date of receiving the report as stipulated in Clause 3 and Clause 4 of this Article, the State Bank branch shall be responsible for notifying in writing the information about the cessation of operations and dissolution of branches, representative offices reported by non-bank financial organizations under Clause 3 and Clause 4 of this Article to the provincial business registration authority.

"Article 19. Compulsory cessation of operations and dissolution of branches, representative offices, and units

1. The branches, representative offices, and units of non-bank financial organizations will be subject to compulsory cessation of operations and dissolution when they fall under any of the following circumstances:

a) There is evidence proving that the application documents for establishing branches, representative offices, and units contain false information leading to a misassessment of the conditions for establishing branches, representative offices, and units of non-bank financial organizations.

b) Operating activities not in accordance with the permitted scope as stipulated by law.

2. When discovering that a non-bank financial organization falls under any of the circumstances specified in Clause 1 of this Article, the State Bank branch where the branch, representative office, or unit of the non-bank financial organization is located must submit a written report detailing the reasons to the State Bank (through the Banking Inspection and Supervision Department) requesting the cessation of operations and dissolution of the branch, representative office, or unit of the non-bank financial organization.

3. Within fifteen days from the date of receipt of the request for cessation of operations and dissolution of branches, representative offices, and units of non-bank financial organizations submitted by the State Bank branch according to Clause 2 of this Article or during the inspection and supervision process if a case as specified in Clause 1 of this Article is discovered, the Banking Inspection and Supervision Department must issue a written notice or present to the Governor for issuance of a written notice requiring the non-bank financial organization to cease operations and dissolve branches, representative offices, and units within their jurisdiction.

4. Within ninety days from the date the State Bank issues a written notice requiring the non-bank financial organization to cease operations and dissolve branches, representative offices, and units according to Clause 3 of this Article, the non-bank financial organization must complete all legal procedures as prescribed by law to cease operations and dissolve branches, representative offices, and units; submit a written report to the State Bank (through the Banking Inspection and Supervision Department) and the State Bank branch where the branch, representative office, or unit is located on the results of ceasing operations and dissolving branches, representative offices, and units.

5. Within five working days from the date of receipt of the report as stipulated in Clause 4 of this Article, the State Bank branch shall be responsible for notifying in writing the information about the cessation of operations and dissolution of branches, representative offices reported by the non-bank financial organization under Clause 4 of this Article to the provincial business registration authority.

11. Amend and supplement Article 20 as follows:

"Article 20. Public announcement of information regarding cessation of operations and dissolution of branches, representative offices, and units

Within seven working days from the date of cessation of operations and dissolution of branches, representative offices, and units (except in cases of automatic cessation of operations and dissolution pursuant to Article 17 of this Circular), non-bank financial organizations must publicly announce and post at their headquarters, the premises of the dissolved units, and publish information about the cessation of operations and dissolution on one media outlet of the State Bank and the non-bank financial organization (if available) and in one printed newspaper for three consecutive issues or on one online newspaper in Vietnam. The content of the public announcement and posting must minimally include:

1. The name and address of the branch, representative office, or unit being ceased operations and dissolved.

2. Date of termination of operations and dissolution.

3. The responsibilities of the non-bank financial organization concerning assets, rights, obligations, and related interests of the branch, representative office, or unit being ceased operations and dissolved.

12. Supplement Clause 1a after Clause 1 of Article 21 as follows:

"1a. Within five working days from the date of decision to change the Branch Director or equivalent position, the head of the representative office of the non-bank financial organization must submit a written report to the State Bank branch where the non-bank financial organization's branch or representative office is located, providing information about the Branch Director or equivalent position, the head of the representative office (full name, gender, date of birth, ethnicity, nationality, type of legal document of the individual, number of the individual's legal document, date of issuance, place of issuance, permanent address, and contact address).

"Article 22. Responsibilities of the State Bank branch where the non-bank financial organization's branch, representative office, or unit is located

1. Accepting applications and approving or not approving the contents within its jurisdiction as stipulated in Clause 3 of Article 4 of this Circular.

2. Within five working days from the date of receipt of the report of the non-bank financial organization as stipulated in Clause 1a of Article 21 of this Circular, the State Bank branch shall be responsible for notifying in writing the information about changes in the Branch Director or equivalent position, the head of the representative office reported by the non-bank financial organization under Clause 1a of Article 21 of this Circular to the provincial business registration authority.

3. Cooperate with the Banking Inspection and Supervision Agency to handle issues arising related to the organization and activities of representative offices, branches, and affiliated units of non-bank financial institutions within the jurisdiction.

4. Provide comments to the Banking Inspection and Supervision Agency in accordance with point c, Clause 1, Article 10 of this Circular.

5. Send a document to the State Bank of Vietnam (through the Banking Inspection and Supervision Agency) in accordance with Clause 2, Article 19 of this Circular.

6. Receive reports and notifications from non-bank financial institutions in accordance with this Circular.”

“1a. Receive applications, approve or disapprove the contents stipulated in Clause 2, Article 4 of this Circular.

1b. Send to the State Bank of Vietnam branch a document approving the contents specified in Clauses 1 and 2, Article 4 of this Circular for the State Bank of Vietnam branch to notify the provincial business registration authority.”

15. Replace the following phrases:

a) Replace the phrase "procedure" with the phrase "procedure" in Article 10, point b, Clause 2, Article 24;

b) Replace the phrase "the State Bank of Vietnam's electronic portal and non-bank financial institution's website (if applicable), one daily newspaper for three consecutive days or one online newspaper in Vietnam" with the phrase "one State Bank of Vietnam's communication medium and non-bank financial institution's website (if applicable) and one printed newspaper for three consecutive days or on one online newspaper in Vietnam" in Article 11 and Article 15;

1. Amend and supplement point d, đ, Clause 1, Article 1 as follows:

“d. Purchase, transfer ownership shares of the owner; purchase, sell, transfer ownership shares of shareholders; purchase, receive transfer of shares leading to becoming a major shareholder (except in cases provided for in Clause 3 of this Article);

đ. Temporarily suspend transactions for five working days or more, except in cases of suspension due to force majeure events;”

This Circular applies to credit organizations, foreign bank branches, organizations providing payment intermediary services, mobile money service providers, and credit information companies (hereinafter referred to collectively as entities).”

“2. Application forms, procedures, and formalities for approval of changes and amendments to the license regarding the content of operations of non-bank financial institutions; application forms, procedures, and formalities for approval of changes in the location of branch headquarters; listing of shares on foreign securities markets by non-bank financial institutions shall be carried out in accordance with separate guidelines issued by the State Bank of Vietnam (hereinafter referred to as the State Bank) and relevant laws.”

3. Amend and supplement Clause 1, Article 2 as follows:

“1. Non-bank financial institutions include comprehensive finance companies and specialized finance companies.”

4. Supplement Article 3a after Article 3 as follows:

“Article 3a. Authority to Approve Changes

1. The Governor of the State Bank of Vietnam shall examine and approve changes, amendments, and supplements to the licenses of non-bank financial institutions for the following contents:

a. Changing the location of the main office to another province or centrally administered city different from the current location of the non-bank financial institution;

b. Changing the term of operation;

c. Increasing the charter capital of joint-stock non-bank financial institutions from convertible bonds, supplementary reserve funds, surplus share capital reserves, undistributed profits, and other funds as prescribed by law;

d. Purchasing, transferring ownership shares of the owner; purchasing, selling, transferring ownership shares of shareholders;

đ. Amending and supplementing the license of non-bank financial institutions outside the cases prescribed in points a, b, c, d of this clause, Clause 2, and Clause 3 of this Article.

2. The Director of the Banking Inspection and Supervision Agency shall examine and approve changes, amendments, and supplements to the licenses of non-bank financial institutions for the following contents:

a. Increasing the charter capital of limited liability non-bank financial institutions;

b. Increasing the charter capital of joint-stock non-bank financial institutions outside the cases prescribed in point c, Clause 1 of this Article;

c. Purchasing, receiving transfer of shares leading to becoming a major shareholder.

3. The Director of the Department of Banking Inspection and Supervision shall examine and approve changes, amendments, and supplements to the licenses of non-bank financial institutions for the following contents:

a) Change of name;

b. Changing the location of the main office within the same province or centrally administered city where the non-bank financial institution currently has its main office;

c. Changing the address of the main office without resulting in a change in the location of the main office of the non-bank financial institution.

4. The Governor of the State Bank of Vietnam branch in provinces and centrally administered cities shall examine and approve the temporary suspension of transactions for five working days or more, except in cases of suspension due to force majeure events.”

5. Amend and supplement Article 4 as follows:

“Article 4. Principles for Preparing Application Forms

1. Application forms must be prepared in one set in Vietnamese. Application forms in foreign languages must be legalized according to Vietnamese law (except in cases exempted from legalization under Vietnamese law on legalization) and translated into Vietnamese. Translations from foreign languages into Vietnamese must be notarized or certified by the translator according to Vietnamese law.

2. For application forms that are copies, non-bank financial institutions submit copies issued from original books or copies with certification or copies accompanied by presentation of the original for comparison. In cases where the applicant submits copies accompanied by presentation of the original for comparison, the person comparing must sign confirmation on the copy and bear responsibility for the accuracy of the copy compared to the original.

3. The request letter must be signed by the legal representative of the non-bank financial institution. If signed by proxy, the power of attorney must comply with the provisions of the law.”

6. Amend and supplement Article 6 as follows:

“Article 6. Change of Location of Main Office

1. Application documents include:

a) A document proposing approval for changing the main office location, which must minimally include the following contents: current location; proposed new location ensuring compliance with the conditions for a main office as stipulated by law; reasons for change; plan for installing equipment at the new office; plan for moving the office to ensure continuity in operations;

b) A document from the competent authority deciding to approve the change in the main office location;

c) Documents proving that the non-bank financial institution has the right to use or legally own the office at the new location according to relevant laws;

2. Procedures for approving changes in location within the same province or centrally governed city where the non-bank financial institution's main office is currently located:

a) The non-bank financial institution prepares a dossier in accordance with Clause 1 of this Article and submits it through postal service or directly to the One-Stop Service Center of the State Bank. In case the dossier is incomplete or invalid, the State Bank will issue a document requesting the non-bank financial institution to supplement the dossier within seven working days from the date of receipt of the dossier;

b) Within twenty days from the date of receiving a complete and valid dossier, the State Bank issues a document approving the proposal to change the main office location of the non-bank financial institution. If the request is denied, the State Bank will respond in writing and specify the reasons. The State Bank’s approval document becomes effective for twelve months from the date of signature;

c) At least thirty days before the intended operation at the approved location, the non-bank financial institution submits a document proposing to amend the main office location on the License to the State Bank, reporting the start date of operations at the approved location and the fulfillment of all legal conditions for the office;

d) Within three working days from the date of receipt of the document from the non-bank financial institution as specified in Point c of this Clause, the Banking Inspection and Supervision Authority requests the State Bank branch in the province or centrally governed city where the non-bank financial institution's main office is located to inspect whether the proposed new main office location meets all legal conditions;

đ) Within fifteen days from the date of receipt of the document as specified in Point c of this Clause, the State Bank issues a decision amending the main office location of the non-bank financial institution on the License;. In case of no amendment or supplementation to the License, the State Bank will issue a document explaining the reasons;

3. Procedures for approving changes in location outside the province or centrally governed city where the non-bank financial institution's main office is currently located:

a) The non-bank financial institution prepares a dossier in accordance with Clause 1 of this Article and submits it through postal service or directly to the One-Stop Service Center of the State Bank. In case the dossier is incomplete or invalid, the State Bank will issue a document requesting the non-bank financial institution to supplement the dossier within seven working days from the date of receipt of the dossier;

b) Within ten days from the date of receiving a complete and valid dossier, the Banking Inspection and Supervision Authority reviews the dossier, sends a document seeking opinions or forwards a document to the Governor for opinion solicitation:

(i) The State Bank branch where the non-bank financial institution's main office is currently located and the proposed new location regarding the change in the main office location of the non-bank financial institution, the impact of the change on the activities of financial institutions in the area; proposals and recommendations (if any);

(ii) The People's Committee of the province or centrally governed city where the non-bank financial institution's main office is currently located and the proposed new location regarding the change in the main office location of the non-bank financial institution, the impact of the change on political, economic, and social stability in the area; proposals and recommendations (if any);

c) Within ten days from the date of receiving the request from the Banking Inspection and Supervision Authority, the agencies and units requested to provide opinions base their functions and tasks and submit their opinions in writing to the Banking Inspection and Supervision Authority;

d) Within fifteen days from the end of the period for providing opinions as specified in Point c of this Clause, the Banking Inspection and Supervision Authority compiles and presents to the Governor for consideration and decision, issuing a document approving the proposal to change the main office location of the non-bank financial institution;

đ) Within forty-five days from the date of receiving a complete and valid dossier, the State Bank issues a document approving the proposal to change the main office location of the non-bank financial institution. If the request is denied, the State Bank will respond in writing and specify the reasons. The State Bank’s approval document becomes effective for twelve months from the date of signature;

e) At least thirty days before the intended operation at the approved location, the non-bank financial institution submits a document proposing to amend the main office location on the License to the State Bank, reporting the start date of operations at the approved location and the fulfillment of all legal conditions for the office;

g) Within three working days from the date of receipt of the document from the non-bank financial institution as specified in Point e of this Clause, the Banking Inspection and Supervision Authority requests the State Bank branch in the province or centrally governed city where the non-bank financial institution intends to locate its main office to inspect whether the proposed new main office location meets all legal conditions;

h) Within fifteen days from the date of receipt of the document as specified in Point e of this Clause, the State Bank issues a decision amending the main office location of the non-bank financial institution on the License. In case of no amendment or supplementation to the License, the State Bank will issue a document explaining the reasons;

4. In case of changing the address of the main office without changing the location of the main office, the non-bank financial institution submits a notification about the change in the main office address and a request to amend the main office address on the License through postal service or directly to the One-Stop Service Center of the State Bank.

Within twenty days from the date of receipt of the request document from the non-bank financial institution, the State Bank shall issue a decision to amend the address for the main office of the non-bank financial institution on the License.

7. Amend and supplement Point b Clause 2 Article 7 as follows:

“b) Within ten days from the date of receiving complete and valid documents, the Banking Inspection and Supervision Authority shall examine the documents and send a letter seeking opinions from the State Bank branch where the non-bank financial institution's main office is located;"

8. Amend and supplement Point đ and add Point e to Clause 1 Article 8 as follows:

“đ) In the case of increasing charter capital due to new shareholders contributing capital, in addition to the documents prescribed in Points a, b, c, and d(i) of this clause, the non-bank financial institution shall supplement the documents of the new shareholders of the non-bank financial institution as the documents for the founding shareholders establishing the non-bank financial institution according to relevant laws;

e) In the case of increasing charter capital from undistributed profits and other funds as prescribed by law, in addition to the documents prescribed in Points a, b, and c of this clause, the non-bank financial institution shall supplement information about the additional capital reserve fund, undistributed profits, and other funds determined based on the audit results of an independent auditor; information about the amount of money from the additional capital reserve fund, undistributed profits, and other funds used to increase the charter capital."

9. Amend and supplement Point đ Clause 1 Article 9 as follows:

“đ) A list of shareholders and the shareholding ratio of shareholders with a holding ratio of 5% or more compared to the voting share capital and the current charter capital, and the projected charter capital after the increase in capital; A list of shareholders and related parties of those shareholders with a holding ratio of 15% or more compared to the current charter capital and the projected charter capital after the increase in capital. These lists must include the following information:

(i) For individuals: Full name; citizen identification number or individual identification number (for individuals with Vietnamese citizenship); passport number or substitute travel document, issuance date, issuing authority (for individuals without Vietnamese citizenship);

(ii) For organizations: Name of organization, main office address, establishment permit number or business registration certificate number or equivalent document, issuance date, issuing authority; full name, citizen identification number or individual identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, issuance date, issuing authority (for individuals without Vietnamese citizenship) of the legal representative of the organization;

(iii) Number of shares and shareholding ratio compared to the voting share capital and the current charter capital and the projected charter capital after the non-bank financial institution increases its charter capital (specifying the number of ordinary shares and preferred shares)."

10. Amend and supplement Point e Clause 2 Article 9 as follows:

“e) A copy of the establishment permit or business registration certificate or equivalent document of the buyer or transferee (except when the buyer or transferee is a Vietnamese organization);"

11. Amend and supplement Point b Clause 4 Article 9 as follows:

“b) Within thirty days from the date of receiving complete and valid documents, the Banking Inspection and Supervision Authority shall submit to the Governor for consideration and decision to issue a document approving or not approving the request of the non-bank financial institution under Clause 1 of this Article;"

12. Amend and supplement Point c(ii) Clause 3 Article 10 as follows:

“(ii) Information of the seller, transferor, buyer, and transferee: Name of organization, main office address, establishment permit number or business registration certificate number or equivalent document, issuance date, issuing authority; full name, citizen identification number or individual identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, issuance date, issuing authority (for individuals without Vietnamese citizenship) of the legal representative of the organization;"

13. Amend and supplement Article 11 as follows:

"Article 11. Purchase or Acceptance of Transfer of Shares Leading to Becoming a Major Shareholder

1. Documents Requesting Approval for the Purchase, Acceptance of Transfer of Shares Leading to Becoming a Major Shareholder:

a) The request document signed by the legal representative of the non-bank financial institution, which must minimally include the following contents:

(i) Information about the seller, transferor, and buyer, transferee of shares:

- For individuals: Full name; citizen identification number or individual identification number (for individuals with Vietnamese citizenship); passport number or substitute travel document, issuance date, issuing authority (for individuals without Vietnamese citizenship);

- For organizations: Name of organization, main office address, establishment permit number or business registration certificate number or equivalent document, issuance date, issuing authority; full name, citizen identification number or individual identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, issuance date, issuing authority (for individuals without Vietnamese citizenship) of the legal representative of the organization;

(ii) Number of shares purchased or accepted for transfer, total value of shares purchased or accepted for transfer at par value;

(iii) Number of shares held, total value of shares held at par value, shareholding ratio compared to the charter capital of the non-bank financial institution before and after purchasing or accepting transfer;

(iv) Expected transaction date;

(v) Content of commitments already notified to shareholders and investors regarding the rights and obligations of shareholders as stipulated in the Law on Credit Institutions, including the obligation to bear legal responsibility for the legality of the source of funds used to purchase or accept transfer of shares in the non-bank financial institution; not using funds provided by credit institutions, foreign bank branches, or issued corporate bonds to purchase or accept transfer of shares in the non-bank financial institution; not purchasing shares of the non-bank financial institution under the name of another individual or legal entity in any form, except through agency as prescribed by law;

b) The request document for purchasing or accepting transfer of shares signed by the legal representative of the buyer or transferee;

c) The agreement, commitment to purchase, or acceptance of share transfer between the seller and the buyer, the transferring party and the accepting party;

d) List of significant shareholders and related parties of the significant shareholder of the non-bank financial institution before and after purchasing or accepting share transfer, including:

(i) For individuals: Full name; citizen identification number or individual identification number (for individuals with Vietnamese citizenship); passport number or substitute travel document, issuance date, issuing authority (for individuals without Vietnamese citizenship);

(ii) For organizations: Name of organization, main office address, establishment permit number or business registration certificate number or equivalent document, issuance date, issuing authority; full name, citizen identification number or individual identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, issuance date, issuing authority (for individuals without Vietnamese citizenship) of the legal representative of the organization;

(iii) The number of shares and the ownership ratio of shares compared to the voting capital and compared to the charter capital of the non-bank financial institution after purchasing or accepting share transfer (specifying the number of ordinary shares and the number of preferred shares);

đ) Report on credit debt outstanding at the time of submission of the buyer's or accepting party's application, including at least the following information: name of the financial institution, foreign bank branch providing credit, loan classification, and purpose of credit provision;

e) Declaration form of related parties of the buyer or accepting party according to the model prescribed in the Appendix issued together with this Circular;

g) Declaration table of taxes paid by the buyer or accepting party in the most recent year up to the time of submitting the application, accompanied by the tax return for income tax already submitted to the tax authority in accordance with the law;

h) Copy of the Business Registration Certificate or equivalent document of the buyer or accepting party (except when the buyer or accepting party is a Vietnamese organization);

i) Financial statements of the buyer or accepting party for the immediately preceding year before submitting the application, audited by an independent auditing organization in accordance with the law. In case there is no audited financial statement at the time of submitting the application, submit the unaudited financial statement and must submit the audited financial statement immediately after the auditing organization issues the audit report and must be responsible for the content of the submitted financial statement;

2. Approval Procedures:

a) The non-bank financial institution sends the application file through postal service or directly submits it to the One-Stop Service Department of the State Bank as stipulated in Clause 1 of this Article. If the application file is incomplete or invalid, within 10 days from the date of receiving the application file, the State Bank will issue a document requesting the non-bank financial institution to supplement the application file;

b) Within 40 days from the date of receiving a complete and valid application file, the State Bank will issue a document approving or not approving the request of the non-bank financial institution. In case of rejection, the State Bank will reply in writing and specify the reasons;

3. Within five working days from the completion of the purchase or acceptance of share transfer leading to becoming a significant shareholder, the non-bank financial institution shall submit a written report to the State Bank;

14. Amend and supplement Article 12 as follows:

"Article 12. Temporary suspension of transactions for five working days or more, except in cases of temporary suspension due to force majeure events

1. Application documents include:

a) The proposal for approval of temporary suspension of transactions signed by the authorized representative of the non-bank financial institution, including at least the following contents: number of days and time expected for temporary suspension of transactions; reason for the temporary suspension of transactions; anticipated measures to minimize the impact of the temporary suspension of transactions on the rights and interests of customers;

b) Document of the competent authority deciding to approve the temporary suspension of transactions;

2. Approval Procedures:

a) At least 30 days before the expected date of temporary suspension of transactions, the non-bank financial institution sends the application file through postal service or directly submits it to the One-Stop Service Department of the State Bank branch where the main office of the non-bank financial institution is located as stipulated in Clause 1 of this Article. If the application file is incomplete or invalid, within 10 days from the date of receiving the application file, the State Bank branch will issue a document requesting the non-bank financial institution to supplement the application file;

b) Within 15 days from the date of receiving a complete and valid application file, the State Bank branch will examine and issue a document approving or not approving the request of the non-bank financial institution. In case of rejection, the State Bank branch will reply in writing and specify the reasons;"

15. Add Article 13a after Article 13 as follows:

"Article 13a. Notification to the business registration authority about the approval of changes by the non-bank financial institution

Within five working days from the date the State Bank issues the Decision to amend and supplement the License of the non-bank financial institution, the Banking Inspection and Supervision Authority has the responsibility to notify in writing about the amendment and supplementation of the License along with the Decision to amend and supplement the License to the provincial business registration authority;"

16. Amend and supplement Clause 2 and add Clause 3 to Article 14 as follows:

"2. Supplement the application file according to the requirements of the State Bank or the State Bank branch within a maximum period of 45 days from the date of receipt of the document requesting supplementary application files. If the non-bank financial institution fails to supplement the application file within the above period, the State Bank or the State Bank branch will not consider the request for approval of changes made by the non-bank financial institution.

3. Amend the Charter in accordance with the approved changes and publish information in accordance with the Law on Credit Institutions and the provisions of this Circular;"

17. Replace the following phrases:

a) Replace the phrase "retained earnings" with the phrase "undistributed profits" in Clause 1 of Article 9;

b) Replace the phrase "the non-bank financial institution sends by mail or submits directly to the State Bank" with the phrase "the non-bank financial institution sends through postal service or submits directly to the One-Stop Service Department of the State Bank" in point a of Clause 2 of Article 5, point a of Clause 2 of Article 7, point a of Clause 2 of Article 8, point a and đ of Clause 4 of Article 9, point a of Clause 4, point a of Clause 6 of Article 10, point a of Clause 2 of Article 13;

c) Replace the phrase "as prescribed by the State Bank regarding the issuance of Licenses, organization and operation of non-bank financial institutions" with the phrase "as prescribed by relevant laws" in point b of Clause 2, point d of Clause 3 of Article 10;

d) Replace the phrase "working day" with the word "day" in Clause 2 of Article 5, Clause 2 of Article 7, Clause 2 of Article 8, Clause 4 of Article 9, Clause 2 of Article 13.

18. Replace the Appendix issued together with Circular No. 25/2017/TT-NHNN with the Appendix issued together with this Circular.

19. Repeal Point d(ii) Clause 1 Article 8.

This Circular takes effect from December 25, 2025/.

The Director of the Office, the Head of the Banking Inspection and Supervision Department, the Heads of units under the State Bank of Vietnam, and non-bank credit institutions shall be responsible for organizing the implementation of this Circular.

Article 4. Implementation provisions

1. This Circular takes effect from July 1, 2024.

2. This Circular abolishes the following provisions:

a) Article 2, Article 3 of Circular No. 27/2022/TT-NHNN dated December 31, 2022, issued by the Governor of the State Bank of Vietnam, amending and supplementing certain provisions of Circulars on the delegation of administrative procedures in the field of establishment and operation of banks;

b) Article 7 of Circular No. 24/2023/TT-NHNN dated December 29, 2023, issued by the Governor of the State Bank of Vietnam, amending and supplementing certain provisions of related Circulars concerning the submission, presentation, and provision of information and documents on population when implementing administrative procedures in the field of establishment and operation of banks/.