Circular No. 32/2024/TT-NHNN on the network operations of commercial banks

CIRCULAR

Regulations on the network of operations of commercial banks

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;

Based on the Enterprise Law dated June 17, 2020;

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 regulating the network of operations of commercial banks.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular regulates the network of operations of commercial banks, including:

a) Establishing, inaugurating operations, changing names, changing locations, ceasing operations, liquidating branches, transaction offices, representative offices, public service units within the country; overseas branches, representative offices, subsidiary banks;

b) Changing branch management of transaction offices;

c) Converting domestic branches into transaction offices and vice versa;

d) Changing the legal form of overseas subsidiary banks of commercial banks.

2. This Circular stipulates the notification of information regarding establishment, change of location, dissolution, cessation of operations of domestic branches, transaction offices, representative offices, and related information to the business registration authority.

Article 2. Applicability

1. Commercial banks.

2. Organizations and individuals related to the network of operations of commercial banks.

Article 3. Explanation of Terms

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

1. The network of operations of commercial banks including domestic branches, transaction offices, representative offices, public service units; overseas branches, representative offices, subsidiary banks of commercial banks as prescribed by law.

2. Branch in province A is a dependent unit of a commercial bank, subject to dependent accounting, having its own seal, and tasked with performing one or more functions of a commercial bank according to the classification of the commercial bank and in compliance with the provisions of the law.

3. Transaction office is a type of branch managed by a domestic branch of a commercial bank, subject to bookkeeping, having its own seal, located in the province or centrally-administered city where the managing branch is situated. A transaction office shall not perform:

a) Approving, deciding to grant credit to a customer exceeding two billion Vietnamese dong or equivalent foreign currency, except in cases where the credit granted is fully guaranteed by cash, savings certificates, securities issued by the same commercial bank, government bonds, treasury bills;

b) Providing international payment and transfer services.

4. Managing branch of transaction offices is a branch entrusted to manage certain aspects of transaction offices within the same province or centrally-administered city according to internal regulations of the commercial bank and in compliance with the provisions of this Circular.

5. Representative Office is a dependent unit of a commercial bank, has a seal, and performs the function of representing the commercial bank by proxy. Representative offices may not engage in business activities.

6. Public services is a dependent unit of a commercial bank, has a seal, and performs one or more support activities for the business operations of commercial banks, including:

a) Researching and applying banking technology for commercial banks;

b) Training and enhancing skills for employees of commercial banks;

c) Liaison offices; researching and understanding markets;

d) Storing databases, collecting, processing information to serve the business operations of commercial banks;

e) Other activities supporting the business operations of commercial banks in compliance with the provisions of the law.

7. Overseas subsidiary bank of a commercial bank (hereinafter referred to as an overseas subsidiary bank) is a bank that a commercial bank or a commercial bank and related parties of the commercial bank hold over fifty percent (50%) of the charter capital or voting shares, established abroad in accordance with foreign laws.

8. Date of application is the date, month, year recorded on the document proposing the establishment of branches, transaction offices, representative offices, public service units within the country; overseas branches, representative offices, subsidiary banks of commercial banks.

10. Outer city area of Hanoi and Ho Chi Minh City includes the remaining areas of Hanoi and Ho Chi Minh City not covered by the provisions of Clause 9 of this Article.

12. Head of is the Branch Manager, Transaction Office Director, or equivalent position, the head of the representative office.

13. Information about the head including full name, gender, date of birth, ethnicity, nationality, type of legal document of the individual, ID number of the individual, date of issuance, place of issuance, permanent address, and contact address.

14. Information about the name including name, foreign language name, abbreviated name.

15. Information about the address including address, telephone, fax, email, website.

Article 4. Authority to Approve Bank Network

1. The Governor of the State Bank of Vietnam examines and approves the establishment, cessation of operations, liquidation (except voluntary cessation of operations) of domestic branches; establishment of overseas branches, representative offices, subsidiary banks; conversion of the legal form of overseas subsidiary banks of commercial banks.

2. The Chief Inspector and Supervisor of Banks examines and approves the establishment, cessation of operations, liquidation (except voluntary cessation of operations) of domestic transaction offices, representative offices, public service units.

3. The Governor of the State Bank of Vietnam branch in provinces and centrally-administered cities examines and approves:

a) Changes in the location of branch headquarters, transaction offices;

b) Voluntary cessation of operations of branches, transaction offices;

c) Changing the managing branch of transaction offices.

4. In certain specific cases, the Governor of the State Bank of Vietnam shall consider and decide to approve:

a) Establishing domestic branches, representative offices, public service units, transaction offices; overseas branches, representative offices, subsidiary banks of commercial banks based on procedures and formalities as prescribed in this Circular and in accordance with actual conditions for:

(i) Serving economic, social, political, security, defense, diplomatic goals and monetary policy management during each period;

(ii) Supporting commercial banks in participating in the resolution of people's credit funds under special control.

b) Converting transaction offices into domestic branches of commercial banks based on the establishment procedures, conditions, and formalities of domestic branches as prescribed in this Circular, in accordance with actual conditions to implement the restructuring plan of credit institutions already approved by competent authorities;

c) Contents regarding the operational network of commercial banks under special control according to the approved restructuring plan based on the procedures and formalities prescribed in this Circular.

Article 5. Principles for Preparing and Submitting Applications

1. A commercial bank prepares one set of documents in Vietnamese. Vietnamese documents submitted must be certified copies from the original books or certified copies with the original presented for verification; in cases where the applicant submits certified copies with the original presented for verification, the verifier has the responsibility to confirm the accuracy of the copy compared to the original. Translations of documents from foreign languages into Vietnamese must be notarized or authenticated according to the law.

2. The documents of commercial banks sent to the State Bank of Vietnam (hereinafter referred to as the State Bank), the State Bank branch in provinces and centrally governed cities (hereinafter referred to as the State Bank branch) pursuant to this Circular must be signed by the legal representative or a person authorized by the legal representative of the commercial bank. The legal representative authorizing another person must do so in writing through a power of attorney that complies with the provisions of the law.

3. The files of commercial banks submitted to the State Bank, the State Bank branch shall be made in one of the following forms:

b) Submitted directly at the One-Stop Service Center of the State Bank, the State Bank branch;

c) Sending through postal services.

5. Documents in electronic application materials are scanned copies of original documents (PDF format files).

Chapter II

ESTABLISHMENT OF UNITS IN THE NETWORK

OF COMMERCIAL BANKS

Article 6. Conditions for Establishing Domestic Branches of Commercial Banks

To be eligible to establish domestic branches, commercial banks must satisfy all of the following conditions:

1. For commercial banks that have been operating for at least 12 months from the date of commencing operations to the time of application:

a) Having a real value of charter capital at the end of December of the year immediately preceding the year of application not less than the statutory capital requirement. The real value of the charter capital is determined according to the regulations of the Governor of the State Bank regarding limits and ratios for ensuring safety based on the audited annual financial statements of the year immediately preceding the year of application;

b) Operating profitably according to the consolidated and individual audited financial reports of the year immediately preceding the year of application;

c) Complying continuously for a period of twelve months prior to the month of application with the restrictions to ensure safety in the operation of credit institutions as stipulated in Articles 134, 135, 136, 137; Clause 1 of Article 138 and Article 142 of the Law on Credit Institutions and the guidelines of the State Bank for these provisions;

d) Properly and fully implementing the regulations on classification of assets, provisioning rates, methods of establishing provisions for risks, and the use of provisions to address risks in operations as stipulated by law in the quarter immediately preceding the application time;

đ) Having a non-performing loan ratio as defined by the State Bank's regulations on asset classification at the end of December of the year immediately preceding the year of application and at the end of the month immediately preceding the application time not exceeding 3% or another ratio as decided by the Governor of the State Bank during each period;

e) At the time of application, the Board of Directors, Board of Members, and Audit Committee have the number and structure as prescribed by law, without being missing a General Director;

g) At the time of application, the commercial bank has an internal audit department and an internal control system ensuring compliance with Article 57, Article 58 of the Law on Credit Institutions and related legal provisions;

h) Not having been administratively penalized for organizational, management, and operational violations (except for internal regulation violations); credit provision; safety guarantee ratios; asset classification, off-balance sheet commitments, establishment and use of provisions for risk resolution under the law on administrative penalties in the monetary and banking sector within twelve months prior to the application time;

i) Not being subject to measures prohibiting expansion of the network;

k) Meeting the conditions for the number of branches allowed to establish as stipulated in Articles 7 and 8 of this Circular;

l) In the case of applying to establish a branch in an area that is not a rural area, the commercial bank must be rated A or B according to the latest rating result announced by the State Bank at the time of application and at the time of approval (except for commercial banks not subject to rating according to the Governor of the State Bank's regulations on credit institution ratings, foreign bank branches);

m) At the time of application, the units in the domestic network of the commercial bank approved for establishment in the year immediately preceding the year of application have commenced operations;

2. For commercial banks that have been operating for less than 12 months from the date of commencing operations to the time of application:

a) Having a real value of charter capital in the month immediately preceding the application time determined according to the regulations of the Governor of the State Bank on limits and ratios for ensuring safety not lower than the statutory capital requirement;

b) Operating profitably up to the month immediately preceding the application time;;

c) Complying continuously from the start of operations until the application time with the restrictions to ensure safety in the operation of credit institutions as stipulated in Articles 134, 135, 136, 137; Clause 1 of Article 138 and Article 142 of the Law on Credit Institutions and the guidelines of the State Bank;

d) Properly and fully implementing the regulations on asset classification, provisioning rates, methods of establishing provisions for risks, and the use of provisions to address risks in operations as stipulated by law in the quarter immediately preceding the application time; the non-performing loan ratio as defined by the Governor of the State Bank's regulations on asset classification at the end of the month immediately preceding the application time does not exceed 3% or another ratio as decided by the Governor of the State Bank during each period;

đ) The provisions at points e, g, h, i, k, m of Clause 1 of this Article.

Article 7. Formula for determining the total number of branches and transaction offices to be established

1. The number of branches and transaction offices of a commercial bank that can be established must ensure:

300 billion VND x N1 + 100 billion VND x M1 + 50 billion VND x N2 + 20 billion VND x M2 < C

Where:

- C is the real value of the charter capital of the commercial bank as stipulated in point a of Clause 1 of Article 6 or point a of Clause 2 of Article 6 of this Circular.

- N1 is the number of branches already established and proposed to be established in the inner city areas of Hanoi and Ho Chi Minh City.

- N2 is the number of branches already established and proposed to be established in the suburban areas of Hanoi, suburban areas of Ho Chi Minh City; and other provinces and centrally-administered cities.

- M1 is the number of transaction offices already established and proposed to be established in the inner city areas of Hanoi and Ho Chi Minh City.

- M2 is the number of transaction rooms that have been established and are being proposed to be established in the suburban areas of Hanoi city, the suburban areas of Ho Chi Minh city; and other provinces and cities directly under the central government.

2. The determination of the location of branches and transaction rooms that have been established and are being proposed to be established in the areas specified in points N1, N2, M1, M2 as provided for in Clause 1 of this Article shall be based on the administrative territorial boundaries at the time of the proposal and at the time of approval.

Article 8. Number of branches to be established

In addition to meeting the requirements regarding the total number of branches stipulated in Article 7 of this Circular, commercial banks must also meet the following requirements:

1. A commercial bank may establish a maximum of ten branches in each inner city area of Hanoi or Ho Chi Minh City.

2. Commercial banks with less than twelve months of operating time from the date of opening operations to the date of the proposal to establish may not exceed three (03) branches, and these branches may not be established in the same provincial or centrally-administered municipal area within one fiscal year.

3. Commercial banks with twelve months or more of operating time from the date of opening operations to the date of the proposal to establish may not exceed five (05) branches, and the number of branches in rural areas must account for at least fifty percent (50%) of the total number of branches established in one fiscal year.

4. In addition to the quantity prescribed in Clause 3 of this Article, commercial banks that have completed the procedures for voluntarily ceasing operations of branches in the inner-city areas of Hanoi city and the inner-city areas of Ho Chi Minh city may establish additional branches in other provincial or centrally-administered municipal areas corresponding to the number of branches that have ceased operations.

Article 9. Conditions for establishing overseas branches, foreign subsidiary banks

To establish an overseas branch or foreign subsidiary bank, a commercial bank must satisfy all of the following conditions:

1. The conditions stipulated in points a, c, d, đ, e, g, h, i, m of Clause 1 of Article 6 of this Circular.

2. Ranked A, B according to the latest ranking results announced by the State Bank of Vietnam at the time of the proposal and at the time of approval, except in cases where they are not subject to ranking according to the State Bank of Vietnam's regulations on ranking credit organizations and foreign bank branches.

3. Must have a minimum operating period of three (03) years from the date of opening operations to the date of the proposal.

4. Have consolidated assets of 100,000 billion VND or more according to the audited consolidated financial statements of the immediately preceding year.

5. Operate profitably according to the audited consolidated financial statements and individual financial statements over the past three years immediately preceding the year of application.

Article 10. Conditions for Establishing Representative Offices and Domestic Public Service Units and Overseas Representative Offices

To establish representative offices and domestic public service units and overseas representative offices, commercial banks must satisfy the following conditions:

1. Must have a minimum operating period of twelve (12) months from the date of opening operations to the date of the proposal.

2. The conditions stipulated in points e, g of Clause 1 of Article 6 of this Circular.

3. In the case of establishing a representative office, in addition to meeting the conditions stipulated in Clauses 1 and 2 of this Article, commercial banks must also meet the conditions stipulated in points h, i of Clause 1 of Article 6 of this Circular.

Article 11. Conditions for Establishing Transaction Rooms

To establish transaction rooms, commercial banks must satisfy the following conditions:

1. The conditions as prescribed in points a, b, c, d, đ, e, g, h, i, m of Clause 1 of Article 6 of this Circular.

2. In the case of proposing to establish a transaction room in an area that is not a rural area, commercial banks must be ranked A, B according to the latest ranking results announced by the State Bank of Vietnam at the time of the proposal and at the time of approval (except in cases where they are not subject to ranking according to the State Bank of Vietnam's regulations on ranking credit organizations and foreign bank branches).

3. The branch expected to manage the transaction room must meet the following conditions:

a) Have a minimum operating period of twelve months from the opening date to the application date;

b) Having a non-performing loan ratio in accordance with the State Bank of Vietnam's regulations on classifying assets as of December 31 of the preceding year and the last day of the month immediately preceding the proposal date not exceeding three percent (3%) or another ratio as decided by the Governor of the State Bank of Vietnam during each period;

c) Not having been administratively fined in the field of currency and banking by way of monetary penalty within twelve (12) months prior to the proposal date;

d) Have a positive net income in the preceding year compared to the application year.

4. Meet the requirements regarding the number of transaction rooms established as prescribed in Articles 7 and 12 of this Circular.

Article 12. Number of Transaction Rooms Established

In addition to complying with the total number of transaction rooms prescribed in Article 7 of this Circular, commercial banks must comply with the following requirements:

1. The number of transaction rooms of commercial banks in the inner-city areas of Hanoi city and the inner-city areas of Ho Chi Minh city must not exceed twice the number of existing branches of the commercial bank in each of these areas and must not exceed twenty (20) transaction rooms.

2. The number of transaction rooms of commercial banks in each province or centrally-administered municipality must not exceed three times the number of existing branches of the commercial bank in that province or municipality.

3. In the case where the number of transaction rooms established before the effective date of this Circular exceeds the number prescribed in Clauses 1 and 2 of this Article or where the number of transaction rooms at the time of the proposal equals the number prescribed in Clauses 1 and 2 of this Article, commercial banks may establish up to two (02) additional transaction rooms in rural areas in each provincial or centrally-administered municipal area in each fiscal year. The total number of additional transaction rooms established in accordance with this provision must not exceed the number of existing branches of the commercial bank in each provincial or centrally-administered municipal area at the time of the proposal to establish.

4. Commercial banks with twelve months or more of operating time from the date of opening operations to the date of the proposal to establish may not exceed ten (10) transaction rooms, and the number of transaction rooms in rural areas must account for at least fifty percent (50%) of the total number of transaction rooms established in one fiscal year.

5. The number of transaction rooms managed by one branch is determined by the commercial bank itself, in accordance with the management capacity of each branch.

Article 13. Documents for requesting approval to establish branches, transaction offices, representative offices, public service units within the country; branches, representative offices, foreign subsidiaries

1. The commercial bank's document requesting the State Bank of Vietnam to approve the establishment of branches, transaction offices, representative offices, public service units within the country; branches, representative offices, foreign subsidiaries according to the model attached as Appendix No. 01 issued together with this Circular.

2. Resolution or decision of the Board of Directors or the Board of Members regarding the establishment of branches, transaction offices, representative offices, public service units within the country; branches, representative offices abroad.

For the establishment of transaction offices, the resolution or decision of the Board of Directors or the Board of Members must clearly state the name, location of the proposed headquarters (information up to commune level), the branch expected to manage the transaction office, the business activities that the transaction office will carry out, the geographical scope of operation, and the main customer base.

3. Resolution or decision of the Shareholders' Meeting (for joint-stock commercial banks); resolution or decision of the Board of Members (for limited liability commercial banks with two or more members); consent of the owner (for limited liability commercial banks with one member) through the establishment of a foreign subsidiary.

4. Project for establishing domestic branches, which must include at least the following contents:

a) Full name in Vietnamese, abbreviated name in Vietnamese; proposed location of the headquarters (information down to the commune level); business content; main customer base;

b) Reasons for establishment and reasons for choosing the establishment area;

c) Organizational structure: organizational chart including departments of the branch;

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

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

5. Project for establishing foreign branches and foreign subsidiary banks, which must include at least the following contents:

a) Full name in Vietnamese and in the local language, abbreviated name in Vietnamese and in the local language (if applicable), legal form (for foreign subsidiary banks);

b) Location (name of country and specific address (if applicable));

c) Capital contribution level for foreign branches and foreign subsidiary banks;

d) Business content; duration of operation; main customer base;

đ) Reasons for establishment and reasons for choosing the host country;

e) Organizational structure and network: organizational chart including the main headquarters and departments at the main headquarters; network operations of foreign subsidiary banks (if applicable);

g) Relevant legal information: list of relevant regulations of the host country allowing foreign credit institutions to establish and operate branches, subsidiaries in that country (name, number, date of the document);

h) Feasibility study: analysis of the business environment, target market, business opportunities to be seized, and market penetration plans;

i) Control method of the commercial bank over foreign branches, foreign subsidiaries, including at least the following contents: method (outsourcing or self-execution) and reasons for choosing the method; organization to implement the method; estimated costs to implement the method; anticipated difficulties and solutions;

k) Proposed business plan for the first three years, which must at least include: projected balance sheet; profit and loss statement; cash flow statement (for foreign subsidiaries); basis for formulating the plan and explanation of the feasibility of implementing the plan each year;

l) Expected impact and effectiveness of establishing foreign branches, foreign subsidiaries, issues (if any) related to ensuring operational safety for commercial banks and solutions; minimum capital adequacy ratio and limits on investment in shares of commercial banks after establishing foreign subsidiaries;

m) Plan and measures of the commercial bank in case foreign branches and foreign subsidiary banks have significant impacts on the commercial bank;

n) Information about founding members, founding shareholders (name, address); projected amount of capital contribution, percentage of capital contribution, number of shares, shareholding percentage of founding members, founding shareholders of foreign subsidiaries;

6. Other documents proving compliance with conditions for establishing branches, transaction offices, representative offices, public service units within the country; branches, representative offices, foreign subsidiaries according to this Circular.

Article 14. Procedures for approving the establishment of branches, transaction offices, representative offices, and public service units within the country; branches, representative offices, and foreign subsidiaries of commercial banks

1. Commercial banks submit files to the State Bank of Vietnam once before September 30 each year, except in cases stipulated in Clause 4 of Article 4 of this Circular.

2. Commercial banks shall prepare one set of documents in accordance with Article 13 of this Circular and submit to the State Bank of Vietnam (One-Stop Service Department). Within five working days from the date of receipt of the documents as stipulated herein, the State Bank of Vietnam shall send a letter to the commercial bank confirming receipt of all documents or requesting additional documents if the submitted documents are incomplete.

3. Within ten working days from the date of receipt of complete documents as stipulated in Article 13 of this Circular, the Banking Inspection and Supervision Authority shall send letters to seek opinions from the following entities:

a) People's Committee of provinces and centrally-run cities to evaluate the necessity of adding branches in their respective provinces and centrally-run cities (in cases where a branch is requested to be established within the country);

4. Within fourteen working days from the date of receipt of the letters from the Banking Inspection and Supervision Authority, People's Committee of provinces and centrally-run cities, and the branch of the State Bank of Vietnam as stipulated in point a, b of paragraph 3 of this Article, they shall provide written comments on the matters proposed.

5. Within twenty days from the date of receipt of complete comments from the relevant entities, the State Bank of Vietnam shall issue a document approving or not approving whether the commercial bank meets the conditions to establish branches or transaction offices within the country. In case of non-approval, the State Bank of Vietnam shall send a letter to the commercial bank specifying the reasons.

6. Within forty-five days from the date of receipt of complete documents as stipulated in Article 13 of this Circular, the State Bank of Vietnam shall issue a document approving or not approving the commercial bank to establish branches, representative offices, foreign subsidiaries; representative offices, public service units within the country. In case of non-approval, the State Bank of Vietnam shall send a letter to the commercial bank specifying the reasons.

7. Within twelve months from the date the State Bank of Vietnam issues the approval document as stipulated in paragraphs 5, 6 of this Article, Commercial banks must commence operations at branches, service points, representative offices, and public service units within the country that have been approved for establishment. If the commercial bank fails to commence operations beyond this deadline, the approval document from the State Bank shall automatically become invalid.

8. Within twenty-four months from the date the State Bank issues the approval document as stipulated in Clause 6 of this Article, commercial banks must commence operations at branches, representative offices, and foreign subsidiaries that have been approved for establishment. If the commercial bank fails to commence operations beyond this deadline, the approval document from the State Bank shall automatically become invalid.

Chapter III

COMMENCE OPERATIONS, CHANGE NAMES, LOCATIONS OF UNITS IN THE NETWORK OF COMMERCIAL BANKS; CHANGE BRANCH MANAGEMENT, CONVERT BRANCHES INSIDE THE COUNTRY INTO SERVICE POINTS

BELONGS TO THE COMMERCIAL BANK'S NETWORK; CHANGE BRANCH

MANAGE TRANSACTION ROOM, TRANSFORM DOMESTIC BRANCH

INTO TRANSACTION ROOM

Article 15. Commence operations at domestic branches, service points

1. Requirements for opening branch operations within the country, transaction offices:

a) Possess lawful ownership or usage rights to the branch headquarters and service point premises; the premises, except for service point premises, must ensure storage of documents, convenience and safety for transactions, assets, and have a complete security, protection system, uninterrupted power supply and communication systems, meeting requirements for fire prevention and extinguishing;

b) The branch headquarters must have a secure cash vault according to the standards prescribed by the State Bank. In cases where a commercial bank has more than one branch in the same province or centrally-administered city, the commercial bank must have at least one branch with a cash vault as prescribed by the State Bank and must be responsible for transferring funds from branches without a cash vault to the branch with a cash vault after the end of daily business hours;

c) Branches and service points must have an information technology system connected online to the main office and service points must connect online to the managing branch; ensuring continuous, safe, and secure operation of the information technology system and database for business activities;

d) Branches and service points must have a minimum management staff including the Branch Manager, Service Point Manager or equivalent positions, and a team of employees performing business operations at the service point and branch, wherein the Branch Manager and Service Point Manager cannot concurrently hold other Branch Manager or Service Point Manager positions, and the Branch Manager cannot concurrently hold a Service Point Manager position;

đ) The Branch Manager or equivalent positions (in the case of commencing operations at a branch) must meet the criteria and conditions as prescribed in Clause 5 of Article 41 of the Law on Credit Institutions.

2. Commercial banks must submit a report to the State Bank branch where the branch headquarters is located in the domestic area, service point not later than seven working days before the expected commencement date of operations at domestic branches, service points, including the following contents:

a) The expected commencement date of operations and compliance with the requirements for commencing operations at domestic branches, service points;

b) Information about the head, name, and address of the domestic branch office, transaction office;

3. Commercial banks may commence operations at domestic branches, service points after fulfilling the requirements set out in Clause 1 of this Article and completing the legal procedures for operating branches, service points as prescribed.

Article 16. Opening representative offices, public service units within the country; branches, representative offices, subsidiary banks abroad

1. Commercial banks decide on commencing operations at domestic representative offices, public service units and submit a report to the State Bank branch where the representative office or public service unit headquarters is located not later than seven working days before the commencement date of operations. The report on commencing operations at the representative office includes information about the expected commencement date of operations; information about the head of the representative office, the name, and address of the representative office.

2. Commercial banks must commence operations at foreign branches, representative offices, and subsidiaries according to the laws of the foreign country; submit a report to the State Bank (through the Banking Inspection and Supervision Agency) not later than seven working days before the commencement date of operations.

Article 17. Changing the name of domestic branches, transaction rooms

1. Commercial banks decide on changing the name of domestic branches and transaction rooms.

2. Within five working days from the date the domestic branch or service point operates under a new name, the commercial bank must submit a report to the State Bank branch where the branch or service point headquarters is located regarding the change of information about the name of the domestic branch or service point, except in cases provided for in Clause 3 of this Article.

3. In case of changing the name of a domestic branch or transaction room before the opening activity, the commercial bank shall comply with the provisions of Clause 2 of Article 15 of this Circular.

Article 18. Converting domestic branches into transaction rooms

1. Commercial banks decide to convert domestic branches into service points; submit a report to the State Bank (through the Banking Inspection and Supervision Agency) and the State Bank branch where the service point headquarters is located regarding the conversion of domestic branches into service points and the managing branch within five working days from the decision date of the conversion and from the completion date of procedures for putting the service point into operation.

2. The conversion of domestic branches into transaction rooms does not need to comply with the provisions of Clauses 1 and 2 of Article 12 of this Circular.

3. Commercial banks converting domestic branches into service points in the inner city areas of Hanoi and Ho Chi Minh City shall not establish additional branches in these areas within three years from the year of implementing the conversion.

Article 19. Changing the location of the headquarters of domestic branches, transaction rooms

1. Commercial banks may change the location of branch and service point headquarters within the provincial or centrally-administered city boundaries and between provinces and centrally-administered cities, except for the following provisions:

a) Commercial banks are not allowed to change the location of branch and service point headquarters from rural areas to non-rural areas. The determination of the location of branches and service points in rural areas is based on administrative boundaries at the time of requesting a location change and at the time of approval;

b) Commercial banks are not permitted to change the location of branch and service point headquarters from suburban areas of Hanoi or Ho Chi Minh City or other centrally-administered cities to the inner city areas of Hanoi or Ho Chi Minh City.

2. Commercial banks changing the location of branch headquarters or transaction offices must meet the following conditions:

a) The conditions stipulated in Clause 1, Article 15 of this Circular;

b) In cases where the location of the branch headquarters changes between provinces or centrally-administered cities, the branch or transaction office must have been operating for at least three years as of the date of the change request; with a minimum operating period of 03 years as of the date of the location change request;

c) In cases where the location of the transaction office headquarters changes between provinces or centrally-administered cities, in addition to the conditions specified in points a and b of this clause, the change must also comply with the conditions set forth in Clause 2, Article 12 and the conditions for branch management of transaction offices as stipulated in Clause 3, Article 11 of this Circular.

3. Documents for changing the location of branch headquarters or transaction offices:

a) A document from the commercial bank requesting approval to change the location of the branch headquarters or transaction office, which must include at least the following contents: name, current location, proposed new location, reasons for the change, plans to ensure continuity in operations during the relocation process, commitment to meet the conditions specified in point a of Clause 2 of this Article at least seven working days before the expected opening date at the approved location;

b) A plan for handling assets, rights, obligations, and related interests (for cases where the location of the branch headquarters within the country or transaction offices between provinces or centrally-administered cities changes);

c) In cases where the location of the transaction office headquarters changes between provinces or centrally-administered cities, in addition to the documents specified in points a and b of this clause, the commercial bank shall submit the following documents:

(i) A document requesting a change in the managing branch of the transaction office, including at least the following contents:

- Name, location of the headquarters of the currently managing branch and the branch that will take over the management of the transaction office;

- Name, current location, proposed new location of the transaction office headquarters requesting a change in the managing branch.

(ii) Resolution or decision of the Board of Directors or Board of Members approving the change in the managing branch of the transaction office.

4. Approval procedure for cases where the location of the branch headquarters or transaction office within the country changes within the province or centrally-administered city:

a) The commercial bank prepares one set of documents as prescribed in Clause 3 of this Article and sends it to the State Bank branch where the branch headquarters or transaction office is located;

b) Within ten working days from the date of receipt of the complete documents as prescribed in this Circular, the State Bank branch where the branch headquarters or transaction office is located shall issue a document (including electronic documents) to the commercial bank approving or not approving the change in the location of the branch headquarters or transaction office; if not approved, the document sent to the commercial bank shall clearly state the reasons.

5. Approval procedure for cases where the location of the branch headquarters or transaction office within the country changes between provinces or centrally-administered cities:

a) The commercial bank prepares one set of documents as prescribed in Clause 3 of this Article and sends it to the State Bank branch where the proposed new location of the branch headquarters or transaction office is situated;

b) Within five working days from the date of receipt of the complete documents as prescribed in this Circular, the State Bank branch where the proposed new location of the branch headquarters or transaction office is situated shall issue a document seeking opinions:

(i) From the State Bank branch where the branch headquarters or transaction office is currently located on the plan for handling assets, rights, obligations, and related interests and the reasons for the change in location;

(ii) From the People's Committee of the province or centrally-administered city where the proposed new location of the branch headquarters is situated regarding the necessity of having an additional branch in the area in cases where the location of the branch headquarters within the country changes between provinces or centrally-administered cities.

c) Within five working days from the date of receipt of the request document from the State Bank branch where the proposed new location of the branch headquarters or transaction office is situated, the State Bank branch where the branch headquarters or transaction office is currently located, and the People's Committee of the province or centrally-administered city where the proposed new location of the branch headquarters is situated shall provide their opinions in writing on the requested matters.

d) Within ten working days from the date of receipt of the full participation opinions from the relevant units, the State Bank branch where the commercial bank is planning to locate the branch headquarters or transaction office shall send a document to the commercial bank approving or not approving the change in the location of the branch headquarters or transaction office; if not approved, the document sent to the commercial bank shall clearly state the reasons.

6. The commercial bank shall report in writing to the State Bank branch specified in Clause 4 of this Article or point d of Clause 5 of this Article about meeting the conditions specified in point a of Clause 2 of this Article at least seven working days before the expected operation date at the approved location. In cases where the location of the branch headquarters or transaction office changes before the opening date, the commercial bank shall implement the provisions of Clause 2, Article 15 of this Circular.

7. Within twelve months from the date the State Bank branch issues the approval document, the branch or transaction office of the commercial bank must operate at the approved location. Beyond this period, if the commercial bank does not operate at the approved location, the approval document of the State Bank branch shall automatically become invalid.

8. In cases where the address of the branch headquarters or transaction office within the country changes but there is no change in location, the commercial bank shall notify the State Bank branch where the branch headquarters or transaction office is located about the change in information regarding the address of the branch headquarters or transaction office within the country within seven days from the date of the change.

Article 20. Changing the name, location of the representative office headquarters, domestic public service unit; branch, representative office, foreign subsidiary bank

1. A commercial bank decides on changing the name, location of the representative office headquarters, domestic public service unit; branch, representative office, foreign subsidiary bank.

2. Within five working days from the date on which the representative office, domestic public service unit operates under a new name or at a new location; branch, representative office, subsidiary bank abroad operates under a new name or at a new location, the commercial bank shall submit a report to the State Bank (the Inspection and Supervision Agency) and the State Bank branch where the representative office or domestic public service unit is located regarding this change. The report on the change of the name and location of the representative office shall include information about the name and address of the representative office.

In case the representative office or domestic public service unit changes its location to another province or centrally governed city, the commercial bank shall be responsible for reporting to the State Bank branch where the representative office or domestic public service unit was previously located and where it is newly located..

Article 21. Changing the name of branches, transaction offices, representative offices, domestic public service units; branches, representative offices, subsidiary banks abroad in the event of restructuring a commercial bank.

The change of the name of branches, transaction offices, representative offices, domestic public service units; branches, representative offices, subsidiary banks abroad in the event of restructuring a commercial bank shall be carried out in accordance with the guidelines of the State Bank on restructuring credit institutions.

Article 22. Changing the branch managing the transaction office

1. Conditions for changing the branch managing the transaction office, including changes before the transaction office commences operations.

The proposed branch managing the transaction office must meet all conditions stipulated in Clause 3, Article 11 of this Circular.

2. Documents

a) A document from the commercial bank requesting to change the branch managing the transaction office, including at least the following contents:

(i) Reason for the change;

(ii) Name and location of the headquarters of the branch currently managing and the branch that will manage the transaction office;

(iii) Name and location of the headquarters of the transaction office requesting to change the managing branch.

b) Resolution or decision of the Board of Directors or Board of Members approving the change of the managing branch.

3. Procedure

a) The commercial bank shall prepare one set of documents in accordance with this Circular and send it to the State Bank branch where the headquarters of the branch is located.

b) Within fourteen working days from the date of receipt of the complete documents as prescribed in this Circular, the State Bank branch where the headquarters of the branch is located shall issue a document (including electronic document) or submit to the Governor of the State Bank a document approving or not approving the request of the commercial bank according to the authority stipulated in Article 4 of this Circular; in case of non-approval, the document sent to the commercial bank shall clearly state the reasons.

4. Within six months from the date of approval, the commercial bank must complete the procedures for changing the branch managing the transaction office in accordance with the regulations. Beyond this period, if the commercial bank has not completed the procedures for changing the branch managing the transaction office, the approval document specified in point b, Clause 3 of this Article shall automatically become invalid.

5. In case the change of the managing branch is due to the transfer of transaction offices between provinces or centrally governed cities, it shall be implemented in accordance with the provisions of Article 19 of this Circular.

Article 23. Announcing Information on Changed Contents

1. Within seven working days prior to the date of commencement of operations as stipulated in Article 15 of this Circular or within seven working days from the date of receipt of the approval document of the State Bank branch as stipulated in Clauses 4 and 5 of Article 19 of this Circular, the commercial bank must publish the following information:

a) Number, date, and content of approval in the approval document of the State Bank regarding the establishment of branches, transaction offices or change of location of branches, transaction offices;

b) Name, location, planned opening date for operation or old name, old location, new location of branch headquarters, transaction offices, and other necessary information.

2. Within seven working days from the date of receipt of the approval document of the State Bank as stipulated in Article 22 of this Circular, the commercial bank must publish the content including the number, date, and content of approval in the approval document of the State Bank.

3. Within seven working days from the date of implementation of the change as stipulated in point b, Clause 4 of Article 4, Articles 17 and 18, Clause 8 of Article 19, 20, and 21 of this Circular, the commercial bank must publish the decision of the commercial bank regarding these matters.

4. The commercial bank must publish the information prescribed in Clauses 1, 2, and 3 of this Article on the commercial bank's electronic information website, the headquarters of the branch in the country, and the relevant transaction office of the commercial bank.

5. The commercial bank must submit a request to the State Bank (Communication Department) to post on the State Bank's electronic information portal, and publish in one print newspaper for three consecutive issues or on one Vietnamese online newspaper for the contents prescribed in Clause 1 of this Article. Within three working days from the date of receipt of the request document of the commercial bank, the State Bank (Communication Department) shall implement the publication of information on the State Bank's electronic information portal.

Chapter IV

TRANSFORMATION OF THE LEGAL FORM OF SUBSIDIARY BANKS ABROAD

OF COMMERCIAL BANKS

Article 24. Conditions for converting the legal form of a foreign subsidiary bank

Commercial banks may transform the legal form of their subsidiary banks abroad from a limited liability company to a joint-stock company and vice versa; from a single-member limited liability company to a limited liability company with two or more members and vice versa when meeting the following conditions:

1. The conditions stipulated in points e and g of Clause 1 of Article 6 of this Circular.

2. After the transformation of the legal form, the subsidiary bank of the commercial bank must ensure compliance with the provisions of Clause 7, Article 3 of this Circular.

3. In case the commercial bank increases capital in the subsidiary bank when the subsidiary bank transforms its legal form, in addition to the conditions stipulated in Clauses 1 and 2 of this Article, it must also meet the following conditions:

a) The conditions stipulated in points a, c, d, and đ of Clause 1 of Article 6 of this Circular.

b) The conditions stipulated in Clauses 4, 5 of Article 9 of this Circular.

Article 25. Documents for requesting approval to convert the legal form of a foreign subsidiary bank

1. A document from the commercial bank requesting the State Bank to approve the transformation of the legal form of the subsidiary bank abroad.

2. The resolution of the Shareholders' Meeting (for joint-stock commercial banks); the resolution of the Board of Members (for limited liability commercial banks with two or more members); the approval of the owner (for limited liability commercial banks with one member) regarding the conversion of the foreign subsidiary's legal form.

3. Proposal for converting the legal form of a foreign subsidiary bank, which must include at least the following contents:

a) Full name in Vietnamese and in the foreign language, abbreviated name in Vietnamese and in the foreign language (if any);

b) Location (name of country and specific address);

c) Level of capital already provided to the foreign subsidiary bank;

d) Business content; duration of operation; main customer base;

d) Reason for converting the legal form;

e) Expected additional capital level or reduced capital level at the foreign subsidiary bank when converting the legal form;

g) Organizational structure and network of the foreign subsidiary after the conversion of its legal form: An organizational chart including the headquarters and departments at the headquarters; the operational network of the foreign subsidiary (if any);

h) Relevant legal information: List of relevant regulations of the host country allowing foreign credit institutions to convert the legal form of their subsidiaries in that country (name, number, date of the document);

i) Feasibility study: analysis of business environment, target market, business opportunities to be seized, and plans to capture the market after converting the legal form;

k) Control method of the commercial bank over the foreign subsidiary, which must include at least the following contents: method (outsourcing or self-execution) and reasons for choosing the method; organization implementing the method; estimated costs for executing the method; anticipated difficulties and solutions;

l) Proposed business plan of the foreign subsidiary for the first three years after the conversion of its legal form, which must at least include: projected balance sheet; profit and loss statement; cash flow statement; basis for developing the plan and explanation of the feasibility of implementing the plan each year;

m) Expected impact and effectiveness of converting the legal form of the foreign subsidiary, issues (if any) related to ensuring safe operation for the commercial bank and solutions; minimum capital adequacy ratio and limits on equity investment and shareholding of the commercial bank after the conversion of the legal form of the foreign subsidiary;

n) Plan and measures of the commercial bank in case the foreign subsidiary bank has significant impacts on the commercial bank;

o) Information on changes in shareholders and major shareholders; proposed amount of equity investment, equity ratio, number of shares, shareholding ratio of shareholders and major shareholders of the foreign subsidiary after the conversion of its legal form;

4. Other documents proving compliance with the conditions for converting the legal form of the foreign subsidiary according to Article 24; 3. For discounting transferable instruments and other securities:

Article 26. Procedure for Approval to Meet Conditions for Legal Form Conversion of Overseas Subsidiary Banks

1. Commercial banks shall prepare the dossier in accordance with Article 25 of this Circular and submit it to the State Bank (One-Stop Service Department).

2. Within 45 working days from the date of receipt of the complete dossier as stipulated in Article 25 of this Circular, the State Bank shall issue a document approving or not approving the commercial bank's request to convert the legal form of the foreign subsidiary; if not approved, the document sent to the commercial bank must clearly state the reasons.

3. Within 24 months from the date the State Bank issues the approval document as stipulated in Clause 2 of this Article, the commercial bank must complete all procedures for converting the legal form. If the commercial bank has not completed the procedures for converting the legal form beyond this period, the State Bank's approval document shall automatically become invalid.

Chapter V
TERMINATION OF OPERATIONS AND LIQUIDATION OF SUBSIDIARIES

NETWORK OF COMMERCIAL BANKS

Article 27. Termination of operations and liquidation of branches, transaction offices, representative offices, and public service units within the country; branches, representative offices, and subsidiary banks abroad of commercial banks

1. Branches, transaction offices, representative offices, and domestic public service 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. Branches, representative offices, and foreign subsidiaries of commercial banks shall terminate operations and be liquidated in accordance with the laws of the host country where the branches, representative offices, and foreign subsidiaries are located.

3. Commercial banks shall be responsible for:

a) Resolution of assets, rights, obligations, and related interests of branches, transaction offices, representative offices, and domestic public service units; termination and liquidation of branches, representative offices, and foreign subsidiaries;

b) Archiving of documents and records related to the termination and liquidation of branches, transaction offices, representative offices, and domestic public service units;

c) Implementation of legal procedures for terminating operations and liquidating branches, transaction offices, representative offices, and domestic public service units in accordance with the law.

Article 28. Automatic Termination of Operations and Liquidation of Branches, Transaction Offices, Representative Offices, and Public Service Units within the Country; Branches and Representative Offices Abroad

1. Branches, transaction offices, representative offices, and domestic public service units shall automatically terminate operations and be liquidated if the commercial bank terminates operations and is liquidated.

2. Procedures for automatic termination of operations and liquidation of branches, transaction offices, representative offices, and domestic public service units shall be carried out in accordance with the law on the termination of operations and liquidation of commercial banks.

Article 29. Voluntary Termination of Operations of Branches, Transaction Offices, Representative Offices, and Public Service Units within the Country

1. Documents for voluntary termination of operations of branches and transaction offices within the country:

a) A document from the commercial bank requesting the termination of branch operations, specifying the reasons for termination;

b) Resolution or decision of the Board of Directors or Board of Members of the commercial bank regarding the termination of operations of the branch or transaction office;

c) Plan for resolving assets, rights, obligations, and related interests of the branch or transaction office terminating operations.

2. Procedure for voluntary termination of operations of branches within the country:

a) The commercial bank shall prepare one set of dossier in accordance with Clause 1 of this Article and submit it to the State Bank branch where the branch is located;

b) Within 45 days from the date of receiving the complete dossier as stipulated in this Circular, the State Bank branch where the branch is located shall issue a document (including electronic documents) approving or not approving the commercial bank's request; if not approved, the document sent to the commercial bank must clearly state the reasons.

3. Procedure for voluntary termination of operations of transaction offices:

a) The commercial bank shall prepare one set of dossier in accordance with Clause 1 of this Article and submit it to the State Bank branch where the transaction office is located;

b) Within 14 working days from the date of receiving the complete dossier as stipulated in this Circular, the State Bank branch where the transaction office is located shall issue a document (including electronic documents) approving or not approving the commercial bank's request; if not approved, the document sent to the commercial bank must clearly state the reasons.

4. Within forty-five days from the date of receiving the approval document of the State Bank branch where the branch or transaction office specified in points b of Clause 2 and point b of Clause 3 of this Article is located, the commercial bank must carry out the legal procedures as prescribed by law to terminate the operations of the branch or transaction office; submit a report in writing to the State Bank (through the Banking Inspection and Supervision Agency) and the State Bank branch where the branch or transaction office is located regarding the termination date of operations.

5. For the voluntary termination of representative offices, units, commercial banks must submit a written report to the State Bank (Banking Inspection and Supervision Agency) and the State Bank branch where the representative office or unit is located within five working days from the date of termination of the representative office or unit, detailing the reasons and the termination date.

Article 30. Compulsory Termination of Branches, Transaction Offices, Representative Offices, and Units within the Country

1. The Governor of the State Bank of Vietnam has the authority to compel the termination of operations of domestic branches of commercial banks.

2. The Head of the Banking Inspection and Supervision Agency has the authority to compel the termination of the operations of transaction offices, representative offices, and units within the country of commercial banks.

3. Domestic branches, representative offices, and business units of commercial banks shall be subject to compulsory termination of operations if they fall under any of the following circumstances:

a) Evidence proving that the application documents for establishing branches, transaction offices, representative offices, and units contain false information leading to incorrect assessment of the conditions for establishing branches, transaction offices, representative offices, and units of commercial banks.

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

4. Domestic branches of commercial banks shall be compelled to terminate operations in cases where there is a negative balance in income and expenditure for three consecutive years, except for the following situations:

a) The domestic branch of a commercial bank established in rural areas.

b) A new branch that has been operational for less than three years.

5. Domestic branches and transaction offices of commercial banks shall be subject to compulsory termination of operations if they change their domestic branch or transaction office location without obtaining written approval from the State Bank branch.

6. Based on the cases stipulated in Clauses 3, 4, and 5 of this Article, the State Bank branch where the branch, transaction office, representative office, or unit of the commercial bank is located must issue a document specifying the reasons and send it to the State Bank (Banking Inspection and Supervision Agency) requesting the termination of operations of the branch, transaction office, representative office, or unit of the commercial bank.

7. Within fourteen working days from the date of receipt of the document from the State Bank branch as stipulated in Clause 6 of this Article or during the inspection and supervision process when discovering the cases stipulated in Clauses 3, 4, and 5 of this Article, the Banking Inspection and Supervision Agency must issue a document or present to the Governor of the State Bank to issue a document requiring the commercial bank to terminate the operations of the branch, transaction office, representative office, or unit.

8. Within ninety days from the date the State Bank issues the document as stipulated in Clause 7 of this Article, the commercial bank must complete the termination of operations of the branch, transaction office, representative office, or unit; submit a written report to the State Bank and the State Bank branch regarding the termination date of operations.

Article 31. Termination of Operations, Dissolution of Overseas Branches, Representative Offices, and Subsidiaries

1. Commercial banks shall implement the termination of operations and dissolution of branches, representative offices, and foreign subsidiaries according to the laws of the host country and relevant provisions of Vietnamese law.

2. At least fourteen working days before the termination date of operations or dissolution, commercial banks must submit a written report to the State Bank (through the Banking Inspection and Supervision Agency), detailing the reasons and the termination date of operations or dissolution.

Article 32. Disclosure of Information

Within seven working days from the date of termination of operations or dissolution of domestic branches, transaction offices, representative offices, and units; foreign branches, representative offices, and subsidiaries (except for automatic termination of operations or dissolution under Article 28 of this Circular), commercial banks must publicly announce and post notices on their websites, at their headquarters, and at the management branch or transaction office locations (for the termination of transaction offices) of the commercial bank, and publish in central and local newspapers in the province or centrally-administered city where the branch, transaction office, representative office, or unit is located. The minimum content of the public announcement and posting includes:

1. Name and address of branches, transaction offices, representative offices, and domestic public service units that have terminated operations or been dissolved; foreign branches, representative offices, and overseas banks that have terminated operations or been dissolved.

2. Date of termination of operations and dissolution.

3. The responsibility of commercial banks concerning assets, rights, obligations, and related interests of domestic branches, transaction offices, representative offices, and units upon termination of operations or dissolution; foreign branches, representative offices, and subsidiaries.

Chapter VI

NOTIFICATION TO BUSINESS REGISTRATION AUTHORITIES

Article 33. Commercial banks provide information to the State Bank branch for notification to the business registration authority.

Within five working days from the date on which a commercial bank decides to change the head of a domestic branch, transaction office, or representative office, the commercial bank shall report in writing to the State Bank branch where the domestic branch, transaction office, or representative office is located about the change in information regarding the head.

Article 34. Notification of Information to the Business Registration Authority

1. Within five working days from the date of receipt of the document of the commercial bank as stipulated in Clause 2, Article 15 and Clause 1, Article 16 of this Circular, the State Bank branch shall notify in writing the information about the head, the name, and the address of the branch, transaction office, or representative office together with the approval document for establishment or change of location of the domestic branch, transaction office, or representative office (if any) to the provincial business registration authority.

2. Within five working days from the date of receipt of the document of the commercial bank as stipulated in Clauses 6 and 8, Article 19 and Clause 2, Article 20 of this Circular, the State Bank branch shall notify in writing the change in information about the address of the branch, transaction office, or representative office together with the approval document for change of location of the branch or transaction office to the provincial business registration authority.

3. Within five working days from the date of receipt of the document of the commercial bank as stipulated in Clause 2, Article 17, Clause 2, Article 20, and Article 33 of this Circular, the State Bank branch shall notify in writing the change in information about the head and the name of the branch, transaction office, or representative office to the provincial business registration authority.

4. Within five working days from the date of receipt of the document of the commercial bank as stipulated in Clauses 4 and 5, Article 29 and Clause 8, Article 30 of this Circular, the State Bank branch shall notify in writing together with the report of the commercial bank to the provincial business registration authority.

Chapter VII

IMPLEMENTATION

Article 35. Responsibilities of Commercial Banks

1. Shall be responsible under the law for the accuracy, completeness, and truthfulness of the information provided in the application dossier.

2. Have plans for developing branches, transaction offices, representative offices, and non-profit units domestically; branches, representative offices, and subsidiary banks abroad to be submitted annually to the competent authority of the bank.

3. Prepare reports periodically every six months and annually according to Appendix No. 02 issued together with this Circular. The report shall be prepared electronically and sent through the State Bank's reporting system.

4. Shall implement the information disclosure requirements as stipulated in this Circular.

5. Be responsible for the organization and operation of branches and transaction offices; report to the State Bank branch where the branch or transaction office is located on the handling of issues related to the organization and operation of branches and transaction offices within its jurisdiction.

6. Shall manage and supervise the activities of branches and transaction offices regularly.

7. Implement other contents prescribed in this Circular.

Article 36. Responsibilities of the State Bank Branch Where the Commercial Bank Places Its Branch, Transaction Office, Representative Office, or Non-Profit Unit

1. Shall be responsible to the Governor of the State Bank of Vietnam when implementing matters within their authority as prescribed in this Circular.

2. Accept applications, approve or disapprove cases within the authority of the Director of the State Bank branch as stipulated in Article 4 of this Circular.

3. Manage, inspect, examine, and supervise the activities of branches, transaction offices, non-profit units, and representative offices of commercial banks within its jurisdiction, including inspections and examinations according to plans or when deemed necessary to ensure compliance with requirements for opening operations and changing locations of branches and transaction offices after the commercial bank has opened operations or changed the location of the branch or transaction office.

4. Submit a written report and propose to the Governor of the State Bank to terminate the operations of branches, transaction offices, representative offices, or non-profit units of commercial banks when they fall under any of the circumstances specified in Clause 3, 4, and 5 of Article 30 of this Circular.

4. The State Bank branch where the commercial bank intends to place its branch or transaction office as stipulated in Clause 5, Article 19 of this Circular shall notify in writing to the State Bank branch currently hosting the branch or transaction office about the approval for changing the location of the branch or transaction office between provinces or centrally-administered cities.

1. Shall be responsible to the Governor of the State Bank of Vietnam when implementing matters within their authority as prescribed in this Circular.

2. The point of contact for receiving, reviewing, and submitting to the Governor of the State Bank of Vietnam for approval or disapproval in accordance with Articles 14, 26, and 30 of this Circular. This Circular applies to cases within the authority of the Governor of the State Bank of Vietnam as specified in Article 4 of this Circular.

3. Receiving applications, approving or disapproving in accordance with Articles 14 and 30 of this Circular for cases within the authority of the Head of the Banking Inspection and Supervision Agency as specified in Article 4 of this Circular.

4. Serving as the point of contact for reviewing and submitting to the Governor of the State Bank of Vietnam for handling issues related to the establishment, cessation of operations, dissolution of branches, transaction offices, representative offices, and public service units within the country; branches, representative offices, and wholly-owned foreign banks of commercial banks outside the country.

5. Providing the approval document for establishing branches, transaction offices, and representative offices as stipulated in Article 14 of this Circular to the State Bank of Vietnam branch where the commercial bank plans to establish its branch, transaction office, or representative office for notification to the business registration authority.

6. Compiling reports from relevant units as prescribed in this Circular.

Article 38. Responsibilities of Relevant Departments and Bureaus within the State Bank of Vietnam

Other Departments and Bureaus within the State Bank of Vietnam shall participate in providing opinions on matters related when instructed by the Governor of the State Bank of Vietnam based on proposals from the Banking Inspection and Supervision Agency. 1. Commercial banks are not required to adjust the number of branches and transaction offices established before the effective date of this Circular. In the case of newly established network units, they must comply with the provisions of this Circular (except for the provisions in Clause 3 of this Article).

Chapter VIII

IMPLEMENTING PROVISIONS

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

2. Branches and transaction offices that have not met the requirements set forth in Point d, Clause 1, Article 15 of this Circular must take measures to ensure compliance with the provisions of this Circular within six months from the effective date of this Circular.

3. Commercial banks that have submitted requests for approval to meet the conditions for establishing branches and transaction offices within the country; approval for establishing representative offices and public service units within the country, branches, representative offices, and wholly-owned foreign banks outside the country to the State Bank of Vietnam before the effective date of this Circular will continue to be processed according to Circular No. 21/2013/TT-NHNN dated September 9, 2013, of the Governor of the State Bank of Vietnam on the network operation of commercial banks (as amended and supplemented).

1. This Circular takes effect from August 15, 2024.

Article 40. Effective Date

a) Circular No. 21/2013/TT-NHNN dated September 9, 2013, of the Governor of the State Bank of Vietnam on the network operation of commercial banks;

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

b) Circular No. 01/2022/TT-NHNN dated January 28, 2022, of the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circular No. 21/2013/TT-NHNN dated September 9, 2013, of the Governor of the State Bank of Vietnam on the network operation of commercial banks;

c) Article 13 of Circular No. 29/2015/TT-NHNN dated December 22, 2015, of the Governor of the State Bank of Vietnam amending and supplementing certain legal documents of the State Bank of Vietnam on the components of the application file including certified copies of documents and papers;

d) Article 2 of Circular No. 17/2018/TT-NHNN dated August 14, 2018, of the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circulars on issuing licenses, network operations, and foreign exchange activities of credit institutions and foreign bank branches;

đ) Clause 3, Article 1 of Circular No. 14/2019/TT-NHNN dated August 30, 2019, of the Governor of the State Bank of Vietnam amending and supplementing certain articles in Circulars concerning the periodic reporting system of the State Bank of Vietnam.

The Director of the Office, the Head of the Banking Inspection and Supervision Agency, the Heads of units under the State Bank of Vietnam, and commercial banks are responsible for implementing this Circular./.

Article 41. Implementation Organization

- As per Article 41;