Consolidated Document number 31/VBHN-NHNN on the network operation of non-bank financial institutions

CIRCULAR

Provisions on the network of operations of non-bank financial institutions

Circular No. 53/2018/TT-NHNN dated December 31, 2018 of the Governor of the State Bank of Vietnam on the network operation of non-bank financial institutions, effective from March 1, 2019, has been amended and supplemented by:

Circular No. 30/2024/TT-NHNN dated June 30, 2024 of the Governor of the State Bank of Vietnam amending and supplementing certain provisions of Circulars on the dossier and procedures for approving changes and network operations of non-bank financial institutions, effective from July 1, 2024.

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

Pursuant to the Law on Credit Institutions dated June 16, 2010 and the Law Amending and Supplementing Certain Articles of the Law on Credit Institutions dated November 20, 2017;

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

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

The Governor of the State Bank of Vietnam promulgates this Circular on the network of operations of non-bank financial institutions¹.

Chapter I. GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates:

1. Conditions, files, and procedures for establishment, cessation of operations, dissolution of branches, representative offices, and affiliated units of non-bank financial institutions.

2. Changes in name, location of branch headquarters, representative office, and affiliated unit of non-bank financial institutions.

Article 2. Applicability

1. Non-bank financial institution.

2. Organizations and individuals related to the establishment, cessation of operations, dissolution of branches, representative offices, affiliated units; changes in name, location of branch headquarters, representative offices, affiliated units of non-bank financial institutions.

Article 3. Explanation of Terms

In this Circular, the following terms shall be understood as follows:

1. Non-bank financial institutions include comprehensive finance companies, factoring finance companies, consumer credit finance companies, and financial leasing companies.

2. The network of operations of non-bank financial institutions includes branches, representative offices, and affiliated units within the country.

3. A branch is a dependent unit of a non-bank financial institution, having a seal, with the task of performing one or several functions of the non-bank financial institution according to internal regulations and laws.

4. A representative office is a dependent unit of a non-bank financial institution, having a seal, performing the function of representation by proxy of the non-bank financial institution. The representative office shall not engage in business activities.

5. An affiliated unit is a dependent unit of a non-bank financial institution, having a seal, performing one or more support activities for the business operations of the non-bank financial institution, including:

a) Research and proposal for the application of banking technology for non-bank financial institutions;

b) Training and professional development for staff of non-bank financial institutions;

c) Storage of database, collection, and processing of information to serve the business operations of non-bank financial institutions;

d) Other support activities for the business operations of non-bank financial institutions in accordance with the provisions of the law.

6.² (abolished).

7. The date of request is the day, month, and year recorded on the document requesting the establishment of a branch, representative office, or affiliated unit of a non-bank financial institution.

Article 4. Authority to Approve the Network of Non-Bank Credit Institutions³

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 Banking Inspection and Supervision 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 Governor 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 a non-bank credit institution's branch within the jurisdiction.

Article 5. Principles for Preparing Documents and Submitting Notification Letters

1. The dossier must be prepared in Vietnamese. Documents in the dossier must be original or certified copies from the original book or certified copies presented together with the original for verification according to the provisions of the law. Each dossier must include a list of documents.

2. The request letter or notification of the non-bank financial institution must be signed by the法定代表人或被授权代表（以下简称合法代表人）并以直接方式或通过邮政方式发送。

In case the letter of a non-bank credit institution is signed by an authorized representative, the dossier must include a power of attorney established in compliance with the provisions of the law.

Article 6. Regulations on Managing the Network

1. Non-bank financial institutions must establish a Network Management Regulation to ensure safe and efficient operations, in compliance with legal provisions, management capabilities of each type of network unit, and including the following minimum contents:

a) Organizational structure and personnel;

b) Scope and mechanism of accounting for activities;

c) Risk limits for each business activity and operational activity towards a single customer, group of customers, and all customers of the branch;

d) Management and supervision mechanisms of the headquarters over objects within the network to ensure safe and effective operations;

d) Standards and conditions for Branch General Managers, Deputy General Managers, Heads of specialized departments, Heads of representative offices, affiliated units ensuring sufficient professional competence and ethical standards to manage work as equivalent positions at the main office according to internal regulations of the non-bank financial institution and in compliance with legal provisions.

2. The regulations must be reviewed periodically according to internal regulations and revised and supplemented (if necessary) to ensure compatibility with changes in network units and market changes.

3. Within five working days from the date of issuance or amendment of the Network Management Regulation, the non-bank financial institution must submit it to the State Bank of Vietnam (through the Banking Inspection and Supervision Authority) and the State Bank branch in the province or centrally administered city where the non-bank financial institution's main office is located.

Chapter II. ESTABLISHMENT OF BRANCHES, REPRESENTATIVE OFFICES, AFFILIATED UNITS

Article 7. Conditions for Establishing Branches

1. Non-bank financial institutions that have been operating for twelve months or more (counted from the date of opening operations to the date of application) may establish no more than three branches within one fiscal year when meeting the following conditions:

a) The actual value of the charter capital at the end of December of the previous year before the application year is not less than the statutory capital requirement;

b) Profitable business operations according to consolidated and individual financial statements audited for the previous year before the application year. This condition does not apply to non-bank financial institutions submitting applications in the second year since the date of opening operations;

c) At the time of application, no authority with jurisdiction has applied measures prohibiting expansion of the operational area;

d) At the time of application, there is no violation of the prescribed safety ratios in the operations of non-bank financial institutions;

đ) The ratio of bad debts to total loans at the end of December of the previous year before the application year and at the time of application does not exceed 4% or another ratio determined by the Governor during specific periods;

e) At the time of application, the Board of Directors, Board of Members, Audit Committee have the number and structure as stipulated by law, without any vacancy in the position of General Manager (Director);

g) At the time of application, there is no violation of the internal control system, internal audit, classification of assets and risk reserves;

h) Having a Network Management Regulation as prescribed in Article 6 of this Circular;

i) Having a Project for Establishing a Network Unit.

2. Non-bank financial institutions that have been operating for less than twelve months (counted from the date of opening operations to the date of application) may establish no more than two branches when meeting the following conditions:

a) The actual value of the charter capital at the time of application is not less than the statutory capital requirement;

b) The ratio of bad debts to total loans at the nearest time point to the application time does not exceed 4% or another ratio determined by the Governor during specific periods;

c) The provisions at points c, d, e, g, h, i of Clause 1 of this Article.

Article 8. Conditions for establishing representative offices and non-business units

1. For non-bank financial institutions that have been operating for twelve months or more (counted from the date of opening operations to the date of application): the conditions prescribed at points a, c, e, g, h, i of Clause 1 of Article 7 of this Circular.

2. For non-bank financial institutions that have been operating for less than twelve months (counted from the date of opening operations to the date of application): the conditions prescribed at points c, e, g, h, i of Clause 1 and point a of Clause 2 of Article 7 of this Circular.

Article 9. Documents for requesting approval to establish branches, representative offices, and non-business units

1. The document of the non-bank financial institution requesting the State Bank of Vietnam (hereinafter referred to as the State Bank) to approve the establishment of branches, representative offices, affiliated units according to the model Appendix promulgated together with this Circular.

2. The resolution of the Board of Directors or Board of Members of the non-bank financial institution regarding the establishment of branches, representative offices, affiliated units or other authorized documents according to the Articles of Association of the non-bank financial institution.

3. The project for establishing a branch, which must include at least the following contents:

a) Full name in Vietnamese, abbreviated name in Vietnamese, address of headquarters, and content of activities;

b) Reasons for establishment and selection of the area for establishment;

c) Organizational structure: organizational chart of the branch, proposed key personnel (General Manager, Deputy General Manager, Heads of specialized departments);

d) Feasibility study: analysis of business environment, target market, business opportunities, and market penetration plans;

đ) The proposed business plan for the first three years, which must include at least: projected balance sheet; profit and loss statement; basis for formulating the plan and explanation of the feasibility of implementing the plan each year.

4. The proposal for establishing a representative office or a public service unit must include at least the following contents:

a) Full name in Vietnamese and foreign language (if applicable); abbreviated name in Vietnamese and foreign language (if applicable); address; scope of activities;

b) Reasons and needs for establishment;

c) Proposed key personnel (Director, Deputy Director, Heads of specialized departments, Head of the representative office, public service unit);

d) Planned activities for the first three years.

Article 10. Procedures for approving the establishment of branches, representative offices, and non-business units⁴ 1. Procedures for approval before opening operations:

a) The non-bank financial organization prepares one set of documents corresponding to each type of network as prescribed in Article 9 of this Circular and submits it to the State Bank (through the Banking Inspection and Supervision Agency). In case the submitted documents are incomplete or invalid, within seven working days from the date of receipt of the documents, the Banking Inspection and Supervision Agency will issue a document requesting the non-bank financial organization to amend and supplement the documents;⁵ b) The non-bank financial organization amends and supplements the documents within a maximum period of thirty days from the date the Banking Inspection and Supervision Agency issues a document requesting amendments and supplements. Beyond this period, the non-bank financial organization must resubmit the documents in accordance with this Circular for the State Bank to review and approve;

a) Non-bank financial institutions shall prepare 01 set of documents corresponding to each type of network as prescribed in Article 9 of this Circular to be submitted to the State Bank of Vietnam (through the Banking Inspection and Supervision Authority). In case the documents are incomplete or invalid, within 07 working days from the date of receipt of the documents, the Banking Inspection and Supervision Authority shall issue a written request for the non-bank financial institution to amend and supplement the documents;

b) The non-bank financial institution shall amend and supplement the documents within a maximum period of 30 days from the date the Banking Inspection and Supervision Authority issues a written request for amendment and supplementation of the documents. Beyond this deadline, the non-bank financial institution must resubmit the set of documents in accordance with this Circular for the State Bank of Vietnam to consider and approve;

c)⁶ For the establishment of a branch, within 05 working days from the date of receipt of all documents, the Banking Inspection and Supervision Authority shall issue a written request for comments from the State Bank of Vietnam branch where the non-bank financial institution intends to establish the branch regarding the necessity of having an additional branch in that area;

d) Within 10 days⁷ from the date of receipt of the document from the Banking Inspection and Supervision Authority, the units specified in point c Clause of this Article shall provide their written comments on the proposed contents;

đ)⁸ Within 15 days from the date of receipt of the comments from the State Bank of Vietnam branch as stipulated in point c of this Clause, the Banking Inspection and Supervision Authority shall submit to the Governor for approval or disapproval of the non-bank financial institution's establishment of a branch;

e) Within 60 days from the date of receipt of all documents for the establishment of a branch or within 45 days from the date of receipt of all documents for the establishment of a representative office or a public service unit of a non-bank financial institution, the State Bank of Vietnam shall issue a document approving or disapproving the non-bank financial institution's proposal. In case of disapproval, the document must clearly state the reasons;

g)⁹ Within 12 months from the date the State Bank of Vietnam issues the approval document for establishment, the non-bank financial institution must commence operations of the branch, representative office, or public service unit. If the non-bank financial institution fails to commence operations beyond this deadline, the State Bank of Vietnam's approval document will automatically become void.

(i) Having lawful ownership or usage rights to the branch headquarters; the headquarters must ensure storage of documents, convenience and safety for transactions, asset security, and have a complete system for ensuring security, protection, uninterrupted power supply, communication systems to maintain continuous operation, meeting fire prevention requirements;

(ii) The branch headquarters must have a vault as prescribed by the State Bank or a safe deposit box ensuring safety;

(i) Possessing or legally using the headquarters of the branch; the headquarters must ensure storage of documents, convenience and safety for transactions, asset security, and have a complete system for ensuring security, protection, power supply, and communication to maintain continuous operation, meeting requirements for fire prevention and extinguishing;

(iv) The branch must have sufficient management staff, including at least the General Manager, Deputy General Manager of the branch, and a team of business officers;

(iii) The branch has an information technology system connected online to the main office, ensuring uninterrupted, secure, and confidential operation of the information technology system and database for business activities and statistical reporting;

At least fifteen days before the planned opening date of the branch, the non-bank financial organization must submit a report to the State Bank branch where the branch headquarters is located, containing the following contents:

(i) The planned opening date and compliance with the branch opening requirements specified in point a of this Clause;¹⁰ The Branch Director or equivalent position must meet the standards and conditions as prescribed in Clause 5, Article 41 of the Law on Credit Organizations and internal regulations of the non-bank financial institution;

b)¹¹ The non-bank financial organization will proceed to open the branch after fulfilling the requirements specified in point a of this Clause and publicly announcing the information as prescribed in

(i) The expected opening date for operations and the requirements for opening the branch as stipulated in point a of this Clause;

(ii) Information about the branch name (name, name in foreign language, abbreviated name); branch address (address, telephone, fax, email, website); information about the Branch Director 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)¹² A non-bank financial institution may proceed with the inauguration of the branch after fulfilling the requirements specified in point a Clause of this Article and announcing the information as prescribed in Article 11 of this Circular.

3.¹³ Opening representative office activities, public service units:

a) A non-bank financial institution decides to inaugurate a representative office or a public service unit after announcing the information as prescribed in Article 11 of this Circular;

b) At least 15 days before the planned inauguration date of the representative office or public service unit, the non-bank financial institution shall report in writing to the State Bank of Vietnam branch where the representative office or public service unit is located. For representative offices, the non-bank financial institution shall report to the State Bank of Vietnam branch where the representative office is located the information about the planned inauguration date; the representative office name (name, name in foreign language, abbreviated name); representative office address (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).

4.¹⁴ Within 05 working days from the date of receipt of the report as stipulated in point b Clause 2, point b Clause 3 of this Article, the State Bank of Vietnam branch shall be responsible for issuing a written notice containing the information reported by the non-bank financial institution in point b Clause 2, point b Clause 3 of this Article along with the approval document for establishing the branch, representative office to the provincial business registration authority.

Article 11. Announcing information on the establishment of branches, representative offices, public service units

At least 07 working days before the planned inauguration date of the branch, representative office, or public service unit, the non-bank financial institution must announce the information about the establishment of the branch, representative office, or public service unit on at least one media channel of the State Bank of Vietnam and the non-bank financial institution (if any) and in at least one printed newspaper in three consecutive issues or on at least one Vietnamese online newspaper.¹⁵.

Chapter III. CHANGE OF NAME, LOCATION OF BRANCH HEADQUARTERS, REPRESENTATIVE OFFICE, ENTERPRISE UNITREPRESENTATIVES, BUSINESS UNITS

Article 12. Change of Branch Name¹⁶

1. Non-bank financial organizations decide on changing the branch name (name, foreign language name, abbreviation) in accordance with the provisions of the law. Within five working days from the date the non-bank financial organization makes the decision to change the name, the non-bank financial organization shall submit a report in writing to the State Bank branch where the branch headquarters is located regarding this change.

2. Within five working days from the date of receiving the report from the non-bank financial organization as stipulated in Clause 1 of this Article, the State Bank branch shall be responsible for notifying in writing the information about the change of branch name reported by the non-bank financial organization at Clause 1 of this Article to the provincial business registration authority.

Article 13. Change of Location of Branch Headquarters¹⁷

1. Non-bank financial organizations may only change the location of the branch headquarters within the province or centrally-administered city where the branch headquarters is currently located, and the proposed new location must meet the requirements specified in Points a(i), a(ii), and a(iii) of Clause 2 of Article 10 of this Circular. point a(i), a(ii) and a(iii) clause 2 Article 10 of this Circular.

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

a) A document from the non-bank financial organization requesting approval to change the location of the branch headquarters, which must include at least the following contents: current location; proposed new location ensuring compliance with the requirements stipulated in Clause 1 of this Article; plan for moving the headquarters to ensure continuity in operations;

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

3. Procedures:

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

b) Within ten days from the date of receiving the complete documents as stipulated in Clause 2 of this Article, the State Bank branch where the branch headquarters is located shall issue a written notice to the non-bank financial organization either approving or not approving the change of the location of the branch headquarters; if not approved, the notice sent to the non-bank financial organization must clearly state the reasons.

4. The non-bank financial organization shall submit a report in writing to the State Bank branch where the branch headquarters is located regarding the compliance with the requirements stipulated in Clause 1 of this Article at least fifteen days before the planned operation at the approved location.

5. Within five working days from the date of receiving 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 change of the location of the branch headquarters reported by the non-bank financial organization at Clause 4 of this Article along with the approval document for the change of the location of the branch headquarters to the provincial business registration authority.

6. Within twelve months from the date the State Bank branch issues the approval document, the branch of the non-bank financial organization must operate at the approved location. If the branch of the non-bank financial organization does not operate at the approved location beyond this period, the approval document of the State Bank branch shall become automatically void.

7. In cases where the address of the branch headquarters changes without altering the location of the branch headquarters, the non-bank financial organization shall submit a report in writing to the State Bank branch where the branch headquarters is located regarding the change of the address of the branch headquarters within seven working days from the date of implementing the change.

8. Within five working days from the date of receiving the report from the non-bank financial organization as stipulated in Clause 7 of this Article, the State Bank branch shall be responsible for notifying in writing the information about the change of the address of the branch headquarters reported by the non-bank financial organization at Clause 7 of this Article to the provincial business registration authority.

Article 14. Change of Name and Location of Representative Office and Non-Business Unit

1. A non-bank financial institution decides to change its name, the location of the representative office, and the non-business unit in accordance with the provisions of the law.

2. Non-bank financial organizations shall notify the State Bank (through the Banking Inspection and Supervision Authority) and the State Bank branch where the representative office or enterprise unit is located about the change of name and location of the representative office or enterprise unit within five working days from the date the non-bank financial organization decides to change the name and location of the representative office or enterprise unit.

In cases where the location of the representative office or enterprise unit changes to a different province or centrally-administered city, the non-bank financial organization shall notify the State Bank branch where the representative office or enterprise unit was previously located and the new location.

3.¹⁸ Within five working days from the date of receiving the document from the non-bank financial organization as stipulated in Clause 2 of this Article, the State Bank branch where the representative office is located shall be responsible for notifying in writing the information about the change of name and location of the representative office reported by the non-bank financial organization at Clause 2 of this Article to the provincial business registration authority.

In cases where the location of the representative office changes to a different province or centrally-administered city, the State Bank branch where the new representative office is located shall be responsible for notifying in writing the information about the change of location of the representative office reported by the non-bank financial organization at Clause 2 of this Article to the provincial business registration authority.

Article 15. Public Announcement of Information

Within seven working days from the date of changing the branch name or the date of receiving the approval document from the State Bank Branch for changing the branch office location, the non-bank financial institution shall publish the information on at least one State Bank communication medium and the non-bank financial institution's communication medium (if any) and in at least one newspaper for three consecutive issues or on one Vietnamese online news site.¹⁹ Upon approval of the change of the location of the branch headquarters, the non-bank financial organization shall publish the information on one communication medium of the State Bank and the non-bank financial organization (if any) and one printed newspaper in three consecutive issues or on one online newspaper in Vietnam²⁰.

Chapter IV. TERMINATION OF OPERATIONS, LIQUIDATION OF BRANCHES, REPRESENTATIVE OFFICES, AND ENTERPRISE UNITSa) Resolving assets, rights, obligations, and related interests of branches, transaction offices, representative offices, and enterprise units that cease operations or are liquidated in accordance with the provisions of the law;

Article 16. Termination of Operations and Liquidation of Branches, Representative Offices, and Non-Business Units

1. Branches, representative offices, and non-business units shall terminate operations and be liquidated in the following cases:

a) Automatic termination of operations and liquidation;

b) Voluntary termination of operations and liquidation;

c) Compulsory termination of operations and liquidation.

2. The non-bank financial institution shall be responsible for:

a) The document from the non-bank financial institution proposing to terminate operations or liquidate the branch, clearly stating: reasons for terminating operations or liquidation; name and address of the branch being terminated or liquidated, and commitment to resolve the branch's assets, rights, obligations, and related interests;

c) Completing legal procedures for terminating operations and liquidating branches, representative offices, and non-business units in accordance with the law.

c) Carry out the legal procedures to terminate operations, dissolve the branch, representative office, and affiliated unit in accordance with the provisions of the law.

Article 17. Automatic cessation of operations and dissolution of branches, representative offices, and non-business units

1. Branches, transaction offices, representative offices, and non-business units shall automatically cease operations and be dissolved when the non-bank financial institution ceases operations and dissolves.

2. The procedures for automatic cessation of operations and dissolution of branches, representative offices, and non-business units shall be carried out in accordance with the provisions of the law.

Article 18. Voluntary cessation of operations and dissolution of branches, representative offices, and non-business units²¹

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

b) Resolution of the Management Board or Members' Council of the non-bank financial institution regarding the termination of operations or liquidation of the branch or other authorized document according to the Articles of Association of the non-bank financial institution;

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

c) A plan to resolve the assets, rights, obligations, and related interests of the branch being ceased and dissolved.

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

b) Within 45 days from the date of receiving complete documents as stipulated in Clause 1 of this Article, the State Bank of Vietnam branch shall issue a document approving or not approving the proposal of the non-bank financial institution; if not approved, the document must clearly state the reasons.

3. Within 45 days from the date of receiving the approval document from the State Bank of Vietnam branch regarding the termination of operations or liquidation of the branch, the non-bank financial institution must proceed with the legal procedures prescribed by law to terminate operations or liquidate the branch and submit a report in writing to the State Bank of Vietnam (through the Banking Inspection and Supervision Agency) and the State Bank of Vietnam branch where the branch headquarters is located on the results of terminating operations or liquidating the branch.

4. Voluntary termination of operations or liquidation of representative offices and enterprise units: The non-bank financial institution decides to terminate operations or liquidate the representative office or enterprise unit. Within five working days from the date of terminating operations or liquidating the representative office or enterprise unit, the non-bank financial institution must submit a report in writing to the State Bank of Vietnam (through the Banking Inspection and Supervision Agency) and the State Bank of Vietnam branch where the representative office or enterprise unit headquarters is located, clearly stating the reasons, date of termination of operations or liquidation.

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 of Vietnam branch has the responsibility to notify in writing the information about the termination of operations or liquidation of the branch, representative office reported by the non-bank financial institution in Clause 3 and Clause 4 of this Article to the provincial business registration authority.

1. A branch, representative office, or enterprise unit of a non-bank financial institution will be considered for termination of operations or liquidation when it falls under one of the following circumstances:

Article 19. Compulsory Termination of Operations and Dissolution of Branches, Representative Offices, and Non-Business Units²²

a) There is evidence proving that the application documents for establishing the branch, representative office, or enterprise unit contain false information leading to a misjudgment of the conditions for establishing the branch, representative office, or enterprise unit of the non-bank financial institution;

2. When discovering that a non-bank financial institution falls under one of the circumstances specified in Clause 1 of this Article, the State Bank of Vietnam branch where the branch, representative office, or enterprise unit headquarters of the non-bank financial institution is located shall issue a document clearly stating the reasons and send it to the State Bank of Vietnam (through the Banking Inspection and Supervision Agency) requesting the termination of operations or liquidation of the branch, representative office, or enterprise unit of the non-bank financial institution.

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

3. Within 15 days from the date of receiving the document requesting the termination of operations or liquidation of the branch, representative office, or enterprise unit of the non-bank financial institution from the State Bank of Vietnam branch as stipulated in Clause 2 of this Article or during the inspection and supervision process when discovering the circumstances specified in Clause 1 of this Article, the Banking Inspection and Supervision Agency shall issue a document or request the Governor to issue a document requiring the non-bank financial institution to terminate operations or liquidate the branch, representative office, or enterprise unit within their authority.

4. Within 90 days from the date the State Bank of Vietnam issues a document requiring the non-bank financial institution to terminate operations or liquidate the branch, representative office, or enterprise unit as stipulated in Clause 3 of this Article, the non-bank financial institution must proceed with the legal procedures prescribed by law to terminate operations or liquidate the branch, representative office, or enterprise unit; submit a report in writing to the State Bank of Vietnam (through the Banking Inspection and Supervision Agency) and the State Bank of Vietnam branch where the branch, representative office, or enterprise unit headquarters is located on the results of terminating operations or liquidating the branch, representative office, or enterprise unit.

5. Within five working days from the date of receiving the report as stipulated in Clause 4 of this Article, the State Bank of Vietnam branch has the responsibility to notify in writing the information about the termination of operations or liquidation of the branch, representative office reported by the non-bank financial institution in Clause 4 of this Article to the provincial business registration authority.

), the non-bank financial institution must publicly announce and post at its main office and the office of the unit being terminated or liquidated, and publish information about the termination of operations or liquidation on one media outlet of the State Bank of Vietnam and the non-bank financial institution (if any) and one printed newspaper in three consecutive issues or on one online newspaper in Vietnam. The minimum content of the public announcement and posting includes:

Article 20. Public Announcement of Information Regarding Termination of Operations and Dissolution of Branches, Representative Offices, and Non-Business Units²³

Within seven working days from the date of termination of operations and dissolution of the branch, representative office, or non-business unit (except in cases of automatic termination of operations and dissolution pursuant to Article 17 of this Circular), non-bank credit institutions must publicly announce and post notices at their main office, the office of the unit ceasing operations, liquidating, and announce information about ceasing operations and liquidation on one State Bank of Vietnam communication medium and one newspaper (if applicable) for three consecutive issues or on one Vietnamese online news site. The public announcement and posting notice content must minimally include:

1. Name and address of the branch, representative office, or non-business unit being terminated or dissolved.

2. Date of termination of operations and dissolution.

3. Responsibilities of the non-bank financial organization concerning assets, rights, obligations, and related interests of the branch, representative office, or non-business unit being terminated or dissolved.

Chapter V. IMPLEMENTATION ORGANIZATION

Article 21. Responsibilities of Non-Bank Credit Institutions

1. Develop plans for the development of branches, representative offices, and affiliated units to be submitted annually to the competent authority of the non-bank credit institution for approval.

1a.²⁴ Within five working days from the date of the decision changing the Branch Director or equivalent position, the head of the representative office of the non-bank financial institution shall submit a report to the State Bank branch where the non-bank financial institution's branch or representative office is located, providing information about the Branch Director or equivalent position, and the head of the representative office (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).

3. Implement the provisions set forth in this Circular.

Article 22. Responsibilities of the State Bank Branch Where the Non-Bank Credit Institution's Branch, Representative Office, or Affiliated Unit Is Located

1. Receive applications, approve or disapprove the contents within the scope of authority stipulated in Clause 3, Article 4 of this Circular.²⁵

1. Receive applications, approve or disapprove the contents within the scope of authority as prescribed 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 institution as prescribed in Clause 1a Article 21 of this Circular, the State Bank branch shall be responsible for notifying in writing the information on the change of the Branch Director or equivalent position, and the head of the representative office reported by the non-bank financial institution at Clause 1a Article 21 of this Circular to the provincial business registration agency.

3. Coordinate with the Banking Inspection and Supervision Agency to handle issues arising related to the organization and operation of branches, representative offices, and affiliated units of the non-bank financial institution in its jurisdiction.

4. Participate in opinions with the Banking Inspection and Supervision Agency as prescribed in Point c Clause 1 Article 10 of this Circular.

5. Send a written document to the State Bank (through the Banking Inspection and Supervision Agency) as prescribed in Clause 2 Article 19 of this Circular.

2. Receive applications, approve or disapprove the contents as prescribed in Clause 2, Article 4 of this Circular.

Article 23. Responsibilities of the Banking Inspection and Supervision Agency

1. The focal point for receiving, examining, and submitting to the Governor for approval or disapproval as prescribed in Clause 1 Article 4 and Clause 2 Article 24 of this Circular.

1 a.²⁶ Receive applications, approve or disapprove the contents prescribed in Clause 2 Article 4 of this Circular.

Maintain the actual value of the registered capital at a minimum level equal to the statutory capital requirement.²⁷ Send the State Bank branch a written approval for the contents at Clause 1, 2 Article 4 of this Circular so that the State Bank branch can notify the provincial business registration agency.

2. Coordinate with the State Bank branch to handle issues arising related to the organization and operation of branches, transaction offices, representative offices, and affiliated units of the non-bank financial institution.

3. Receive reports and notifications from the non-bank financial institution as prescribed in this Circular.

Chapter VI. IMPLEMENTATION PROVISIONS²⁸

Article 24. Transitional Provisions

1. Within twenty-four months from the date this Circular takes effect, non-bank financial institutions must review and implement the conversion as prescribed in Clause 2 of this Article or cease operations of transaction offices as prescribed in Clause 3 of this Article.

2. In cases meeting the provisions in Point a Clause 2 Article 10 of this Circular then the conversion of transaction offices into branches shall be carried out as follows:

a) Documents include:

(i) A request to the State Bank for approval to convert a transaction office into a branch, clearly stating compliance with the provisions in Point a Clause 2 Article 10 of this Circular; plans for conversion ensuring continuity in operations and the legitimate rights and interests of related organizations and individuals;

(ii) Resolution of the Board of Directors or Board of Members of the non-bank financial institution approving the conversion of a transaction office into a branch or other authorized document according to the Articles of Association of the non-bank financial institution;

(iii) Documentation proving compliance with the provisions in Point a Clause 2 Article 10 of this Circular;

b) Procedures²⁹:

(i) The non-bank financial institution shall prepare one set of documents as prescribed in Point a of this Clause and submit it to the State Bank (through the Banking Inspection and Supervision Agency). If the documents are incomplete or invalid, the Banking Inspection and Supervision Agency shall issue a document requesting the non-bank financial institution to supplement and complete the documents;

(ii) Within fifteen days³⁰ from the date of receipt of the complete documents as prescribed in Point a of this Clause, the State Bank shall issue a document approving or disapproving the request of the non-bank financial institution. In case of disapproval, the document must specify the reasons;

(iii) The non-bank financial institution shall register the branch's operations according to the law and publish information as prescribed in Article 11 of this Circular.

3. In cases of ceasing operations and dissolving transaction offices, the non-bank financial institution shall comply with the provisions in Clause 2 Article 16, Clause 4 Article 18 and publish information as prescribed in Article 20 of this Circular.

4. For applications proposing approval of one or several contents stipulated in Article 1 of this Circular which have been fully submitted before the effective date of this Circular and comply with the legal provisions at that time shall continue to be implemented in accordance with current laws or amended and supplemented to comply with the provisions of this Circular.

Article 25. Effective Date

1. This Circular shall take effect from March 1, 2019.

2. Repeal Decision No. 01/2008/QĐ-NHNN dated January 9, 2008 of the Governor of the State Bank of Vietnam promulgating regulations on establishing and ceasing operations of branches, representative offices of non-bank financial institutions.

Article 26. Implementation

The Director of the Office, the Head of Banking Inspection and Supervision, Heads of relevant units under the State Bank of Vietnam, Governors of the State Bank of Vietnam Branches in provinces and centrally-administered cities, and Chairmen of the Board of Directors, Chairmen of the Board of Members, General Directors (Directors) of non-bank financial institutions are responsible for organizing the implementation of this Circular./.

ANNEX

APPLICATION FOR APPROVAL TO ESTABLISH A BRANCH/REPRESENTATIVE OFFICE/BUSINESS UNIT

(through the Banking Inspection and Supervision Authority)

..., date ..., month ..., year ....

b. Full name in English (if applicable); abbreviated name in English (if applicable).

Establishment of a branch, representative office, business unit:

1. Name:

a. Full name in Vietnamese; abbreviated name in Vietnamese (if any).

b. Full name in foreign language (if any); abbreviated name in foreign language (if any).

2. Location of headquarters.

1.1. The actual value of charter capital at the end of December of the year immediately preceding the year of application: ...

1. For non-bank financial institutions that have been operating for 12 months or more from the date of opening operations to the date of request:

1.1. Post-tax profit of the previous year before the request year:

1.2. Post-tax profit of the year immediately preceding the year of application:

1.3. At the time of application, not subject to measures by competent authorities prohibiting expansion of operating areas:

- According to the individual financial statement audited:...billion VND.

1.2. At the time of request, not subject to measures by competent authorities prohibiting expansion of operating areas:

1.4. At the time of application, not violating the regulations on safety ratios in the operation of non-bank financial institutions:

1.5. Non-performing loan ratio at the end of December of the year immediately preceding the year of application and at the time of application (according to the audited financial report of the year immediately preceding the year of application and the most recent period up to the time of application (if available)):

1.6. At the time of application, the Board of Directors, Board of Members, and Audit Committee of the non-bank financial institution have the number and structure required by law, without any vacancy in the position of General Director (Director):

- Board of Directors, Board of Members:

Names of related persons participating in the Board of Directors, Board of Members

- Supervisory Board

1.7. At the time of application, not violating the regulations on internal control systems, internal audit; classification of assets and risk provisions:

1.8. Having a network regulation as prescribed:

1.9. Having a project to establish a network as prescribed:

2.1. The actual value of charter capital at the time of application:…

2.1. Non-performing loan ratio compared to total outstanding loans at the most recent time point before the request time:

2.2. Non-performing loan ratio compared to total outstanding loans at the most recent period up to the time of application:

2.3. Contents at Point 1.3, 1.4, 1.6 to Point 1.9 Clause 1 Section II Appendix to this Circular.

Contents at Point 1.1, 1.3, 1.6 to Point 1.9 Clause 1 Section II Appendix to this Circular.

At the time of request, not subject to measures by competent authorities prohibiting expansion of operating areas:

1.1. Post-tax profit of the previous year before the request year:

For non-bank financial institutions that have been operating for less than 12 months from the date of opening operations to the date of application:

Contents at Point 1.3, 1.6 to Point 1.9 Clause 1 and Point 2.1 Clause 2 Section II Appendix to this Circular.

Non-bank financial institutions commit to: bear responsibility for the accuracy and truthfulness of the information provided in this document.

31/VBHN-NHNN

______________________

¹ The Governor of the State Bank of Vietnam issues this Circular amending and supplementing certain articles of Circulars regulating the files and procedures for approving changes and operational networks of non-bank financial institutions.”

Foreign

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;

This clause is repealed according to the provision at Point c Clause 5 Article 2 of Circular No. 27/2022/TT-NHNN amending and supplementing certain articles of Circulars regulating the delegation of administrative procedures in the field of establishment and operation of banks (Article 2 of Circular No. 27/2022/TT-NHNN has been repealed according to the provision at Point a Clause 2 Article 4 of Circular No. 30/2024/TT-NHNN amending and supplementing certain articles of Circulars regulating the files and procedures for approving changes and operational networks of non-bank financial institutions, effective from July 1, 2024).

² This Clause is abolished pursuant to point c clause 5 Article 2 of Circular No. 27/2022/TT-NHNN amending and supplementing certain provisions of Circulars regulating the delegation of administrative procedures in the field of establishment and operation of banks (Article 2 of Circular No. 27/2022/TT-NHNN has been abolished pursuant to point a clause 2 Article 4 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars regulating the approval documents and procedures for changes and network operations of non-bank credit institutions, effective from July 1, 2024).

³ This provision is amended in accordance with Clause 1, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

⁴ The phrase "procedure" is replaced by the phrase "procedures" in accordance with Point a, Clause 15, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

⁵ The phrase "procedure" is replaced by the phrase "procedures" in accordance with Point a, Clause 15, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

⁶ This point is amended in accordance with Clause 2, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

⁷ The phrase "working day" is replaced by the phrase "day" in accordance with Point c, Clause 15, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

⁸ This point is amended in accordance with Clause 2, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

⁹ This point is amended in accordance with Clause 2, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

¹⁰ This point is amended in accordance with Clause 3, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

¹¹ This point is amended in accordance with Clause 4, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

¹² This point is amended in accordance with Clause 4, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

¹³ This clause is amended in accordance with Clause 5, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

¹⁴ This clause is added in accordance with Clause 5, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

¹⁵ The phrase "the State Bank of Vietnam's electronic portal and non-bank financial institution's website (if any), and one daily newspaper in three consecutive issues or on one online newspaper in Vietnam" is replaced by the phrase "one State Bank of Vietnam's media and non-bank financial institution's website (if any) and one printed newspaper in three consecutive issues or on one online newspaper in Vietnam" in accordance with Point b, Clause 15, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

¹⁶ This provision is amended in accordance with Clause 6, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

¹⁷ This is amended pursuant to Clause 7, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

¹⁸ This clause is added pursuant to Clause 8, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

¹⁹ The phrase "State Bank branch or Department of Inspection and Supervision" is replaced with the phrase "State Bank branch" pursuant to Point a, Clause 5, Article 2 of Circular No. 27/2022/TT-NHNN amending and supplementing certain provisions of Circulars on classification and handling administrative procedures in the banking establishment and operation sector (Article 2 of Circular No. 27/2022/TT-NHNN has been abolished pursuant to Point a, Clause 2, Article 4 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024).

²⁰ The phrase "the State Bank of Vietnam's electronic portal and non-bank financial institution's website (if any), and one daily newspaper in three consecutive issues or on one online newspaper in Vietnam" is replaced by the phrase "one State Bank of Vietnam's media and non-bank financial institution's website (if any) and one printed newspaper in three consecutive issues or on one online newspaper in Vietnam" in accordance with Point b, Clause 15, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

²¹ This is amended pursuant to Clause 9, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

²² This is amended pursuant to Clause 10, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

²³ This is amended pursuant to Clause 11, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

²⁴ This clause is added pursuant to Clause 12, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

²⁵ This is amended pursuant to Clause 13, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

²⁶ This clause is added pursuant to Clause 14, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

²⁷ This clause is added pursuant to Clause 14, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024.

²⁸ Article 3 and Article 4 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank credit institutions, which takes effect from July 1, 2024, provide as follows:

Article 3. Responsibilities for Implementation

The Director of the Office, the Chief Inspector, the Heads of units under the State Bank of Vietnam, and non-bank credit institutions are responsible for implementing 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 classification and handling administrative procedures in the banking establishment and operation sector;

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 Circulars related to the submission, presentation, and provision of information and documents on population when implementing administrative procedures in the banking establishment and operation sector.

²⁹ The phrase "procedure" is replaced by the phrase "procedures" in accordance with Point a, Clause 15, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.

³⁰ The phrase "working day" is replaced by the phrase "day" in accordance with Point c, Clause 15, Article 1 of Circular No. 30/2024/TT-NHNN amending and supplementing certain provisions of Circulars on documents and procedures for approving changes and operating networks of non-bank financial institutions, which takes effect from July 1, 2024.