Circular No. 34/2011/TT-NHNN guides on the procedures for revoking licenses and liquidating assets of credit institutions, foreign bank branches; procedures for revoking representative office licenses of foreign credit institutions and other foreign organizations engaged in banking activities.

CIRCULAR

Guidelines on the procedures for revoking licenses and liquidating assets of credit institutions, foreign bank branches; procedures for revoking representative office licenses of foreign credit institutions and other foreign organizations engaged in banking activities.

foreign bank branch; procedures and formalities for revoking the license of the representative office of foreign credit organizations, and other foreign organizations engaged in banking activities

foreign credit organizations; other foreign organizations engaged in banking activities

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Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12 dated June 16, 2010;

Pursuant to the Law on Credit Organizations No. 47/2010/QH12 dated June 16, 2010;

Pursuant to Law on Enterprises No. 60/2005/QH11 dated November 29, 2005;

Pursuant to the Bankruptcy Law No. 21/2004/QH11 dated June 15, 2004;

Pursuant to Decree No. 05/2010/NĐ-CP dated January 18, 2010 of the Government on the application of the Bankruptcy Law to credit institutions;

Pursuant to Decree No. 96/2008/NĐ-CP dated August 26, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

The State Bank of Vietnam issues guidelines on the procedures for revoking Licenses and liquidating assets of credit institutions, foreign bank branches; procedures for revoking representative office licenses of foreign credit institutions and other foreign organizations engaged in banking activities as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the procedures for revoking Licenses and liquidating assets of credit institutions, foreign bank branches; procedures for revoking representative office licenses of foreign credit institutions and other foreign organizations engaged in banking activities.

Article 2. Applicability

1. Credit institutions established and operating under the Law on Credit Institutions (excluding Cooperative Banks and People's Credit Funds).

2. Branches of foreign banks.

3. Representative offices of foreign credit institutions and other foreign organizations engaged in banking activities (hereinafter referred to as representative offices).

4. Organizations and individuals related to the revocation of the License of credit institutions, foreign bank branches, representative offices.

5. Organizations and individuals related to the liquidation of assets of credit institutions, foreign bank branches.

Article 3. Explanation of Terms

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

1. Competent authority deciding means:

a) The competent authority deciding of the credit institution regarding the cessation of credit operations as provided for in the Charter of the credit institution and current laws;

b) The competent authority deciding of the parent bank regarding the cessation of operations of the foreign bank branch as provided for in the Charter of the parent bank and in accordance with current Vietnamese laws;

c) The competent authority deciding of the foreign credit institution, other foreign organization engaged in banking activities regarding the cessation of operations of the representative office as provided for in the Charter of the foreign credit institution, other foreign organization engaged in banking activities and in accordance with current Vietnamese laws.

2. Shareholder means:

a) Shareholders (for credit institutions established in the form of a joint-stock company);

b) Members contributing capital (for credit institutions established in the form of a limited liability company);

c) Parent bank (for foreign bank branches);

d) Foreign credit institution, other foreign organization engaged in banking activities (for representative offices).

3. State Bank Branch means the State Bank Branch of the province or centrally governed city where the credit institution, foreign bank branch, representative office is headquartered.

4. People's Committee means the People's Committee of the province or centrally governed city where the credit institution, foreign bank branch, representative office is headquartered.

License includes the License for establishment and operation of credit institutions, License for establishment of foreign bank branches, License for establishment of representative offices of foreign credit institutions, other foreign organizations engaged in banking activities issued by the State Bank. The approval document of the State Bank for amending and supplementing the License is an integral part of the License.

6. Parent bank means a foreign bank holding more than 50% of the charter capital of a wholly foreign-owned bank operating in Vietnam or having a branch operating in Vietnam.

Article 4. Competence to decide on revoking the License; supervising the liquidation of assets of credit organizations, foreign bank branches.

1. The Governor of the State Bank of Vietnam decides to revoke the License for credit organizations, foreign bank branches, and representative offices in accordance with the Law on Credit Organizations and this Circular.

2. The State Bank of Vietnam supervises the process of liquidating assets of credit organizations, foreign bank branches in accordance with the Law on Credit Organizations and this Circular.

Article 5. Principles for Preparing and Submitting Applications

1. Documents must be prepared in Vietnamese. Vietnamese copies and translations from foreign languages into Vietnamese must be certified by competent authorities in accordance with the law.

2. For credit organizations, the request for revoking the License shall be signed by the legal representative of the credit organization. In cases where the legal representative authorizes another person to sign, the file must include an authorization document established in compliance with the law. In cases where the credit organization lacks a legal representative, the Board of Directors or the Board of Members appoints a member of the Board of Directors or the Board of Members to sign this document.

3. For foreign bank branches and representative offices, the request for revoking the License shall be signed by the authorized representative of the owner.

4. The file shall be sent to the State Bank of Vietnam through one of the following methods: direct submission or postal service.

Article 6. Principles for applying regulations on revoking the License and liquidating assets of credit organizations, foreign bank branches.

1. In cases where credit organizations undergo division, separation, merger, or consolidation, the procedures and formalities for revoking the License shall be carried out in accordance with the laws on division, separation, merger, and consolidation of credit organizations.

2. In cases where credit organizations go bankrupt, the State Bank of Vietnam shall revoke the License immediately after the State Bank of Vietnam issues a document terminating special supervision or ceasing the application of measures to restore payment capability, but the credit organization still falls into bankruptcy. The liquidation of assets of the credit organization shall be carried out in accordance with the laws on bankruptcy.

3. In other cases, the procedures and formalities for revoking the License and liquidating assets of credit organizations and foreign bank branches shall be implemented in accordance with this Circular.

Article 7. Prohibited acts during the process of revoking the License and liquidating assets of credit organizations, foreign bank branches.

From the date when the competent authority of the credit organization, foreign bank branch decides to revoke the License (in cases where the credit organization, foreign bank branch requests revocation of the License) or the Governor of the State Bank of Vietnam issues a document requiring the credit organization, foreign bank branch to cease operations (in cases where the credit organization, foreign bank branch has its License revoked), it is strictly prohibited for the credit organization, foreign bank branch to:

1. Conceal or dispose of assets;

2. Settle unsecured debts;

3. Abandon or reduce claims;

4. Convert unsecured debts into secured debts guaranteed by the assets of the credit organization, foreign bank branch;

5. Gift, donate, pledge, mortgage, or lease assets;

6. Enter into new contracts that are not aimed at ceasing operations;

7. Transfer funds or assets abroad.

Chapter II

SPECIFIC PROVISIONS

Section 1

REVOKING THE LICENSE FOR CREDIT ORGANIZATIONS, FOREIGN BANK BRANCHES, AND REPRESENTATIVE OFFICES

Article 8. Procedure for Revoking the License for Credit Institutions and Branches of Foreign Banks

1. In case credit institutions and branches of foreign banks request revocation of the License

(i) ENGAGE AN ENTERPRISE THAT HAS BEEN ISSUED A CERTIFICATE OF ELIGIBILITY FOR BUSINESS IN VALUATION SERVICES UNDER THE LEGISLATION ON VALUATION TO CONDUCT ASSESSMENT OF ASSET VALUES AND DETERMINE THE EQUITY VALUE OF THE ENTERPRISE IN THE MOST RECENT YEAR BEFORE THE YEAR OF DISSOLUTION APPLICATION AND THE MOST RECENT QUARTER BEFORE THE DISSOLUTION APPLICATION DATE ACCORDING TO THE LEGISLATION;

- Develop a Liquidation Plan. The liquidation plan must be approved by the competent authority.

- Prepare one (01) set of documents in accordance with Article 9 of this Circular to be submitted to the State Bank (the Banking Inspection and Supervision Authority).

b) Within a maximum period of fifteen (15) working days from the date of receipt of complete documents as stipulated in Article 9 of this Circular, the Banking Inspection and Supervision Authority shall be responsible for reviewing the documents and issuing a document seeking opinions from:

- The State Bank Branch on:

(i) The current organizational structure and operations and the ability to settle all debts;

(ii) Views on the revocation of the License and recommendations for measures to handle after the revocation of the License;

(iii) List of the Liquidation Board;

(iv) If agreeing to revoke the License, the State Bank Branch shall appoint staff to participate in the Liquidation Oversight Team in accordance with this Circular.

- The People's Committee on:

(i) The impact of revoking the License on economic and social stability in the area; and

(ii) Views on the revocation of the License.

- The Deposit Insurance Corporation on:

(i) The current organizational structure and operations and the ability to settle all debts;

(ii) The situation of deposit insurance premium payments and the insured deposit balance according to the most recent fee schedule; the ability to fund insurance payouts and directions for additional funding when necessary;

(iii) Views on the revocation of the License and recommendations for methods of paying insured deposits after the revocation of the License;

(iv) The impact of revoking the License on the rights of depositors and the safety of the banking system.

- Relevant units under the State Bank on views regarding the revocation of the License and recommendations for measures to handle after the revocation of the License (if deemed necessary).

c) Within a maximum period of fifteen (15) working days from the date of receipt of the request from the Banking Inspection and Supervision Authority, the above units must issue a document providing their opinions on the requested contents and send it to the Banking Inspection and Supervision Authority. Beyond this deadline, the units' lack of opinion will be considered as agreement with the revocation of the license.

d) Within a maximum period of ten (10) working days from the date of receipt of full participation opinions from the units mentioned in Point b Clause 1 of this Article, the Banking Inspection and Supervision Authority shall compile opinions, propose viewpoints, and submit to the Governor:

- Issue a decision to revoke the License, requiring credit institutions and branches of foreign banks to proceed with asset liquidation; simultaneously establish the Liquidation Board and the Asset Liquidation Oversight Team if the credit institution or branch of a foreign bank's asset liquidation plan demonstrates the ability to settle all debts and ensure the interests of debtors and creditors; or

- Issue a document requesting credit institutions and branches of foreign banks to report and explain relevant contents (if applicable).

đ) Within a maximum period of ten (10) working days from the date of receipt of the explanation document from credit institutions and branches of foreign banks, the Banking Inspection and Supervision Authority shall review, propose opinions, and submit to the Governor of the State Bank for handling in accordance with Point d Clause 1 of this Article.

e) Within a maximum period of five (05) working days from the date of receipt of the report from the Banking Inspection and Supervision Authority, the Governor shall consider and decide on the requests of the Banking Inspection and Supervision Authority at Points d and đ Clause 1 of this Article.

2. In case credit institutions and branches of foreign banks are required to have their License revoked:

a) Based on inspection and supervision results, or the request of the State Bank Branch, or the request of the competent state authority, the Banking Inspection and Supervision Authority shall prepare a report and request the Governor of the State Bank to issue a document requiring credit institutions and branches of foreign banks to cease operations and develop an asset liquidation plan in accordance with Clause 2 of Article 9 of this Circular.

b) Within a maximum period of sixty (60) days from the date the Governor of the State Bank issues the document requiring cessation of operations, credit institutions and branches of foreign banks must complete the development of the asset liquidation plan along with the license revocation documents as stipulated in Article 9 of this Circular to be submitted to the State Bank for consideration and decision.

c) After receiving the license revocation documents from credit institutions and branches of foreign banks, the Banking Inspection and Supervision Authority shall implement the license revocation procedure as stipulated in Clause 1 of this Article (excluding Point a).

Article 9. Documents for Revoking the License of Credit Institutions and Foreign Bank Branches

1. A request for revoking the license, stating clearly the reasons for requesting the revocation of the license, the ability to settle all debts, and measures to be taken after the revocation of the license, including a proposed list of members of the Liquidation Board (except in cases where credit institutions or foreign bank branches are required to have their licenses revoked).

2. A liquidation plan, which must include at least the following contents:

a) The name, address, and website of the credit institution or foreign bank branch.

b) The name, address, and website of the owner (for foreign bank branches).

c) The name, address, and contact phone number of the member of the Board of Directors or Board of Members, member of the Supervisory Board, General Director (for credit institutions); General Director (for foreign bank branches).

d) The name, address, and contact phone number of the members of the Liquidation Board.

đ) A summary of financial status and operations (debt situation, receivables and payables including on-balance sheet and off-balance sheet items) up to the time when the credit institution or foreign bank branch voluntarily requests or is required to revoke the license; it must clearly identify the ability to settle debts.

e) Reasons for requesting or being required to revoke the license.

g) A list of major shareholders (for joint-stock credit institutions) or owners (for other credit institutions and foreign bank branches).

h) A plan for handling rights and obligations, specifying the liquidation schedule. For foreign branches, it must specify the plan for transferring capital, profits, and assets abroad.

i) A plan for storing documents after the license is revoked.

k) Responsibilities of organizations and individuals related to the process of revoking the license.

l) Responsibilities of organizations and individuals related to the asset liquidation process.

3. A document from the competent authority deciding to approve the revocation of the license and the liquidation plan of the credit institution or foreign bank branch.

4. In cases where foreign bank branches have their licenses revoked according to Point e Clause 1 Article 28 of the Law on Credit Institutions, the file must contain a document from the competent authority of the country where the foreign bank has its headquarters regarding dissolution, bankruptcy, or revocation of the license or suspension of operations.

5. In cases where foreign bank branches request the revocation of the license at the mother bank's request, the file must contain the Decision of the mother bank regarding the dissolution or cessation of operations of the foreign bank branch.

6. Audited financial reports of credit institutions and foreign bank branches up to the time they request or are required to revoke the license.

Article 10. Procedure for Revoking the License of Representative Offices

1. In cases where representative offices request the revocation of the license

a) The representative office must:

- Seek opinions from the competent authority deciding on the revocation of the license.

- Prepare one (01) set of documents in accordance with Article 11 of this Circular and submit them to the State Bank (Bank Inspection and Supervision Authority).

b) Within a maximum period of five (05) working days from the date of receiving complete documents as stipulated in Article 11 of this Circular, the Bank Inspection and Supervision Authority shall be responsible for reviewing the documents and issuing a document seeking opinions from:

- The State Bank Branch on the revocation of the license and recommendations for measures to be taken after the revocation of the license.

- Relevant units under the State Bank on the revocation of the license and recommendations for measures to be taken after the revocation of the license (if deemed necessary).

c) Within a maximum period of seven (07) working days from the date of receiving the request from the Bank Inspection and Supervision Authority, these units must provide written comments on the requested matters and send them to the Bank Inspection and Supervision Authority. If they fail to provide comments within this period, it will be considered as agreement with the revocation of the license.

d) Within a maximum period of seven (07) working days from the date of receiving full comments from the units mentioned in Point b Clause 1 of this Article, the Bank Inspection and Supervision Authority shall compile the opinions, propose viewpoints, and report to the Governor:

- Issuing a decision to revoke the license, requiring the representative office to carry out procedures to cease operations, close the representative office such as returning the business registration certificate, surrendering seals, liquidating lease contracts and settling other obligations and debts (if any) with relevant individuals and organizations in accordance with the law; or

- Issuing a document requesting the representative office to report and explain related matters (if any).

đ) Within a maximum period of five (05) working days from the date of receiving the explanation document from the representative office, the Bank Inspection and Supervision Authority shall review, propose opinions, and report to the Governor of the State Bank for handling in accordance with Point d Clause 1 of this Article.

e) Within a maximum period of five (05) working days from the date of receiving the report from the Bank Inspection and Supervision Authority, the Governor shall review and decide on the proposal of the Bank Inspection and Supervision Authority at Points d and đ Clause 1 of this Article.

g) Within a maximum period of five (05) working days from the date of receiving the Decision to Revoke the License from the Governor of the State Bank, the representative office must fulfill the procedures to cease operations.

2. In cases where representative offices are required to have their licenses revoked:

a) Based on inspection and supervision results, or the request of the State Bank branch, or the request of the competent state authority, the Bank Inspection and Supervision Authority shall prepare a report and propose the Governor of the State Bank to issue a Decision to Revoke the License for the representative office.

b) Within a maximum period of five (05) working days from the date of receiving the Decision to Revoke the License from the Governor of the State Bank, the representative office must fulfill the procedures to cease operations.

Article 11. Documents for Revoking the License for Representative Offices

1. A request document for revoking the License, specifying the reasons for revoking the License, the storage of documents and files after the License is revoked, and the responsibilities of organizations and individuals related to the process of revoking the License.

2. A document from the competent authority deciding to revoke the License for the representative office.

3. In cases where the representative office has its License revoked according to Point e Clause 1 Article 28 of the Law on Credit Institutions, the documents must include the document prescribed in Clause 4 Article 9 of this Circular.

4. In cases where the representative office requests to revoke the License at the request of the owner, the documents must include the Decision of the owner regarding the dissolution and cessation of operations of the representative office.

Article 12. Announcing the Decision to Revoke the License

1. The decision to revoke the License shall be sent to credit institutions, foreign bank branches, representative offices, State Bank branch, People's Committee, Deposit Insurance Corporation of Vietnam, National Financial Supervisory Commission, Banking Association, Ministry of Finance.

2. Within a maximum period of seven (07) working days from the date the Decision to Revoke the License takes effect, the State Bank shall be responsible for publishing on the electronic information website of the State Bank and three (03) consecutive issues of a daily newspaper circulated nationwide about the revocation of the License for credit institutions, foreign bank branches, and representative offices.

3. Within a maximum period of seven (07) working days from the date the Decision to Revoke the License takes effect, credit institutions, foreign bank branches, and representative offices shall be responsible for posting the Decision to Revoke the License at their headquarters and branch offices; headquarters of foreign bank branches and representative offices.

Section 2

LIQUIDATION OF ASSETS OF CREDIT INSTITUTIONS AND FOREIGN BANK BRANCHES

UNDER THE SUPERVISION OF THE STATE BANK

Article 13. Procedure for Liquidating Assets of Credit Institutions and Foreign Bank Branches

1. Within a maximum period of thirty (30) working days from the date the Decision to Revoke the License takes effect, credit institutions and foreign bank branches must carry out asset liquidation in accordance with this Circular and other relevant laws.

2. Within a maximum period of thirty (30) working days from the end of the liquidation, credit institutions and foreign bank branches must complete the procedures to conclude the liquidation in accordance with Article 15 of this Circular.

3. Within a maximum period of ten (10) working days from the date of receipt of the request document for concluding the liquidation from the State Bank branch, the banking supervisory agency shall submit a report and propose the Governor of the State Bank to issue a Decision to Conclude the Liquidation or issue a document requesting the credit institution or foreign bank branch to report and explain issues that need clarification related to the liquidation process. The Decision to Conclude the Liquidation is simultaneously the Decision to Cease Operations of the Liquidation Supervision Team.

4. Within a maximum period of ten (10) working days from the date of receipt of the Decision to Conclude the Liquidation from the Governor of the State Bank, the credit institution must proceed with the procedures to terminate its legal status and publish a notice in accordance with current laws.

Article 14. Liquidation Period

1. The liquidation period is twelve (12) months from the date the Decision revoking the License becomes effective. Beyond this period, if the credit institution or foreign bank branch has not completed the liquidation process, it must submit a document requesting the Governor of the State Bank to extend the liquidation time (the request must clearly state the reasons for the extension); the extended liquidation time each time shall not exceed twelve (12) months; the number of extensions shall not exceed three (03) times.

2. Thirty (30) days before the end of the liquidation period, the credit institution or foreign bank branch must submit a document requesting an extension of the liquidation period to the State Bank (Bank Inspection and Supervision Authority), clearly stating the reasons. Within ten (10) working days from the date of receipt of the aforementioned document, the Governor of the State Bank must issue a document approving or disapproving the request for an extension of the liquidation period of the credit institution or foreign bank branch.

Article 15. Completion of Liquidation

1. The credit institution or foreign bank branch completes liquidation in the following cases:

a) All debts to creditors have been fully settled according to Article 16 and Clause 1 of Article 17 of this Circular.

b) Another credit institution has purchased it and agreed to settle all debts to the creditors of the credit institution or foreign bank branch.

c) It lacks the ability to pay off all debts to creditors.

d) The liquidation period has expired, including any extended periods (if applicable).

2. When liquidation is completed according to Points a and b of Clause 1 of this Article, the Liquidation Board must submit a written report to the People's Committee and the State Bank branch requesting the completion of liquidation.

3. When liquidation is completed according to Points c and d of Clause 1 of this Article, the Liquidation Board must submit a written report to the People's Committee and the State Bank branch reporting on the results of the liquidation and requesting the completion of liquidation to proceed with bankruptcy procedures as prescribed.

Article 16. Return of Assets

A credit institution or foreign bank branch that is at risk of losing its payment capability or during the special control period, which has received special loans or financial support from the State Bank, another credit institution or foreign bank branch, or the Vietnam Deposit Insurance Corporation, must return the value of these loans (support) before implementing the provisions of Article 17 of this Circular.

Article 17. Order of Asset Distribution

1. The distribution of the asset value of the credit institution or foreign bank branch shall be carried out in the following order:

a) Fees and expenses as prescribed by law for resolving the liquidation of the credit institution or foreign bank branch.

b) Debts for wages, severance pay, social insurance for employees as prescribed by law and other rights according to collective labor agreements and signed labor contracts.

c) Tax debts.

d) Payments to depositors of the Vietnam Deposit Insurance Corporation and deposits of depositors.

đ) Secured debts guaranteed by collateral or pledge: These debts are prioritized for repayment using the same collateral or pledge. If the value of the collateral or pledge is insufficient to repay the debt, the remaining debt will be repaid during the liquidation process of the credit institution or foreign bank branch; if the value of the collateral or pledge exceeds the debt, the excess amount will be added to the remaining asset value of the credit institution or foreign bank branch. Creditors may negotiate among themselves regarding the ratio of debt repayment but must ensure that it does not affect the rights and obligations of the credit institution or foreign bank branch.

e) Unsecured debts: Must be paid to creditors listed in the creditor list according to the principle that if the asset value is sufficient to repay all debts, each creditor will be fully repaid their debt; if the asset value is insufficient to repay all debts, each creditor will only be partially repaid their debt according to the corresponding ratio. Creditors may negotiate among themselves regarding the ratio of debt repayment but must ensure that it does not affect the rights and obligations of the credit institution or foreign bank branch.

2. In the case where the asset value of the credit institution remains after fully settling all debts according to Clause 1 of this Article, the remaining asset value shall be evenly distributed among shareholders according to their capital contribution ratio at the time of asset distribution.

3. In the case where the asset value of the foreign bank branch remains after fully settling all debts according to Clause 1 of this Article, the remaining asset value shall be managed by the shareholder.

Article 18. Liquidation Board

1. For credit institutions:

a) The Liquidation Board shall be proposed by the Board of Directors or the Board of Members of the credit institution and decided upon by the Governor of the State Bank of Vietnam, consisting of the Chairman of the Board of Directors or the Chairman of the Board of Members, at least one independent member of the Board of Directors (for joint-stock credit institutions), the Head of the Supervisory Board, the General Director, the Chief Accountant, and other members selected from among the members of the Board of Directors or the Board of Members, members of the Supervisory Board (if any), major shareholders (for joint-stock credit institutions), and the five largest depositors at the credit institution at the time of requesting to revoke the License or when the State Bank of Vietnam issues a document requiring cessation of operations.

b) The Chairman of the Board of Directors or the Chairman of the Board of Members shall serve as the Chairman of the Liquidation Board. In case of absence of the Chairman of the Board of Directors or the Chairman of the Board of Members, the Board of Directors or the Board of Members shall convene a meeting to elect one person among the remaining members of the Board of Directors or the Board of Members to assume this position.

2. For foreign bank branches:

a) The Liquidation Board shall be proposed by the authorized representative of the parent bank and decided upon by the Governor of the State Bank of Vietnam, consisting of: the General Director, the Chief Accountant, at least one (01) member designated by the owner, and five (05) largest depositors at the foreign bank branch at the time of requesting to revoke the License or when the State Bank of Vietnam issues a document requiring cessation of operations.

b) The General Director of the foreign bank branch shall serve as the Chairman of the Liquidation Board. In case of absence of the General Director, the parent bank shall designate one person among the members of the Liquidation Board to assume this position.

Article 19. Responsibilities of the Liquidation Board

1. To review all items of assets and liabilities, off-balance sheet items of the credit institution's balance sheet, list and amount of creditors and debtors up to the liquidation date of the credit institution, foreign bank branch, and the inventory of assets of the credit institution, foreign bank branch for disposal.

2. To implement the liquidation of assets of the credit institution, foreign bank branch, and seek every means to recover debts and assets of the credit institution, foreign bank branch according to the liquidation plan approved by the Governor of the State Bank of Vietnam. All revenues of the credit institution, foreign bank branch must be used to pay off creditors in accordance with Articles 16 and 17 of this Circular.

3. On the fifth day (05) of each month, the Liquidation Board shall be responsible for reporting to the Oversight Committee on the liquidation of assets of the credit institution, foreign bank branch according to the liquidation plan approved by the Governor of the State Bank of Vietnam.

4. After completing the liquidation, the Liquidation Board shall issue a report to the People's Committee and the State Bank of Vietnam branch requesting to conclude the liquidation in accordance with this Circular.

Section 3

SUPERVISION OF THE LIQUIDATION OF ASSETS OF CREDIT INSTITUTIONS AND FOREIGN BANK BRANCHES

Article 20. Organizational Structure of the Liquidation Supervision Team

1. The Governor of the State Bank of Vietnam decides on the establishment of the Liquidation Supervision Team to oversee the liquidation of assets of credit institutions and foreign bank branches, appoints the head of the Liquidation Supervision Team, and specifies the specific tasks and authorities of the head and members of the Liquidation Supervision Team.

2. The Liquidation Supervision Team shall have at least five (05) members, including representatives from the State Bank of Vietnam, the State Bank branch, and the representative of the Deposit Insurance Corporation of Vietnam.

3. In cases where necessary, the Governor of the State Bank of Vietnam may designate another credit institution to participate in supervising the liquidation of assets of credit institutions, with members participating in the Liquidation Supervision Team proposed by the Board of Directors or the Board of Members of the credit institution ensuring standards and conditions as stipulated in this Circular.

Article 21. Operation Mechanism of the Liquidation Supervision Team

1. Members of the Asset Liquidation Supervision Team work on a part-time basis.

2. The Liquidation Supervision Team uses the stamp of the State Bank branch in documents and reports signed by the head of the Liquidation Supervision Team.

3. The head of the Liquidation Supervision Team and its members are responsible before the Director of the State Bank Branch and the Governor of the State Bank for the execution of their tasks.

4. A meeting of the Liquidation Supervision Team can only be held when at least two-thirds of the total number of members are present. Decisions of the Liquidation Supervision Team can only be passed when a majority of the members present agree. In case of a tie, the decision rests with the head.

5. The Liquidation Supervision Team concludes its mission when the Governor makes a decision to end the liquidation of assets of credit institutions and foreign bank branches.

6. Costs related to the activities of the Liquidation Supervision Team are borne by the credit institution and foreign bank branches. Accounting for costs must comply with the current accounting regulations.

Article 22. Standards and Conditions for Members of the Liquidation Supervision Team

1. They are officers at relevant units under the State Bank of Vietnam, the State Bank Branch; the Deposit Insurance Corporation of Vietnam; or officers of another credit institution designated by the Governor of the State Bank of Vietnam to join the Liquidation Supervision Team.

2. They hold a Bachelor's degree or higher in finance and banking and have at least three years of work experience in the banking or deposit insurance sector.

3. They are not owners or related parties of members of the Board of Directors or the Board of Members, the Audit Committee, General Director, or the Liquidation Board of credit institutions and foreign bank branches undergoing asset liquidation.

4. The head of the Liquidation Supervision Team is the Director of the State Bank Branch or a person authorized by the Director of the State Bank Branch.

Article 23. Tasks and Authorities of the Liquidation Supervision Team

1. Direct and supervise credit institutions and foreign bank branches to inventory all debts, receivables, and payables; require credit institutions and foreign bank branches to invite creditors and debtors to reconcile accounts to determine payment capacity and sources of repayment.

2. Require the Liquidation Board of credit institutions and foreign bank branches to report and provide documentation and information about the organizational status and operations of credit institutions and foreign bank branches during the asset liquidation process, implementing payments to creditors according to the priority order specified in this Circular.

3. Supervise the entire process of asset liquidation of credit institutions and foreign bank branches.

4. Report monthly on the tenth day (10) or at any time to the Governor of the State Bank, the Chairman of the People's Committee, and the Deposit Insurance Corporation of Vietnam on the progress of the asset liquidation process of credit institutions and foreign bank branches. In cases of necessity, submit documents requesting relevant agencies to assist credit institutions and foreign bank branches in recovering receivables and handling customers who intentionally cause loss of assets of credit institutions and foreign bank branches.

5. Have the right to request the Director of the State Bank Branch to issue a decision suspending the activities of members of the Liquidation Board of credit institutions and foreign bank branches undergoing liquidation who intentionally violate laws or fail to implement the liquidation plan or engage in asset dissipation, refusal of responsibility, and obligations; in serious cases, report to the Governor to request legal protection agencies to handle individuals who have committed violations (if any).

6. Recommend the Director of the State Bank Branch, the Provincial People's Committee, and the Governor of the State Bank to handle issues outside their jurisdiction.

7. The Liquidation Supervision Team is directly directed by the Director of the State Bank Branch where the credit institution and foreign bank branch is headquartered.

8. Report the organization's implementation of the asset distribution plan of credit institutions and foreign bank branches to the Governor of the State Bank.

9. During the supervision of the asset liquidation process of credit institutions, if it is found that the credit institution does not have the ability to fully repay all debts, the liquidation supervision team has the responsibility to report to the State Bank to make a decision to terminate the liquidation and request the credit institution to file a petition to initiate bankruptcy proceedings for the credit institution.

Chapter III

RESPONSIBILITIES OF THE RELATED UNITS

Article 24. Responsibilities of credit organizations, foreign branches, and representative offices

1. Provide fully and truthfully all current circumstances regarding the organization and operation of credit organizations, foreign bank branches, and representative offices.

2. Implement reporting systems and other regulations related to the recovery of Licenses and liquidation of assets of credit organizations and foreign bank branches in accordance with the provisions of this Circular.

Article 25. Responsibilities of the State Bank Branch where the credit organization has its main office

1. Based on the results of inspection and supervision, propose to the Governor of the State Bank for consideration and decision to revoke the License of credit organizations in accordance with Article 28 of the Law on Credit Organization.

2. Handle complaints about issues arising during the process of recovering Licenses and liquidating assets of credit organizations and foreign bank branches beyond the authority of the Liquidation Supervision Team.

3. Issue a document to provide comments on the proposal of the Banking Inspection and Supervision Authority in accordance with this Circular.

4. Submit to the Governor of the State Bank for consideration and handling of issues arising during the process of recovering Licenses and liquidating assets of credit organizations and foreign bank branches beyond the authority.

5. Appoint staff to participate in the Liquidation Supervision Team in accordance with this Circular.

Article 26. Responsibilities of the State Bank Branch of the province or centrally administered city where the credit organization has a branch

Coordinate with the State Bank Branch where the credit organization has its main office and the Banking Inspection and Supervision Authority in the recovery of Licenses and liquidation of assets of credit organizations and foreign bank branches.

Article 27. Responsibilities of the Banking Inspection and Supervision Authority

1. On the basis of inspection and supervision results or proposals from credit organizations, foreign bank branches, or representative offices, or proposals from the State Bank Branch or competent authorities, if it is found that credit organizations, foreign bank branches, or representative offices have serious violations affecting system safety, the Banking Inspection and Supervision Authority will be responsible for reviewing the file and submitting to the Governor of the State Bank for consideration and decision to revoke the License of credit organizations, foreign bank branches, and representative offices.

2. Advise the Governor of the State Bank on the establishment of the Liquidation Supervision Team and handling difficulties during the process of recovering Licenses and liquidating assets.

3. Submit to the Governor of the State Bank for soliciting opinions from relevant ministries and sectors on the liquidation of assets of credit organizations and foreign bank branches when deemed necessary.

4. Submit to the Governor for issuing a decision to establish the Liquidation Council.

5. Submit to the Governor for issuing a decision to conclude the liquidation.

6. Submit to the Governor for issuing a decision to conclude the liquidation and require the credit organization to submit a request for bankruptcy proceedings in accordance with Clause 3, Article 156 of the Law on Credit Organizations.

Article 28. Responsibilities of the Legal Affairs Department

Provide opinions on legal issues related to the process of recovering Licenses and liquidating assets of credit organizations and foreign bank branches.

Article 29. Responsibilities of the State Bank of Vietnam Office

Publish the Decision to revoke the License in accordance with this Circular.

Article 30. Responsibilities of other Departments and Bureaus

Other units under the State Bank of Vietnam shall issue documents providing opinions on the requests of banking supervisory agencies in accordance with this Circular.

Chapter IV

IMPLEMENTING PROVISIONS

Article 31. Effective Date

1. This Circular takes effect from December 11, 2011.

2. Decision No. 45/1999/QD-NHNN5 dated February 5, 1999 of the Governor of the State Bank of Vietnam promulgating the Regulations on revoking the License for the establishment and operation of joint-stock credit organizations and the liquidation of joint-stock credit organizations under the supervision of the State Bank of Vietnam ceases to be effective.

3. Clause 40, Clause 41, Clause 71, Clause 72, and Clause 73 of Circular No. 03/2007/TT-NHNN dated June 5, 2007 guiding the implementation of certain provisions of Decree No. 22/2006/NĐ-CP dated February 28, 2006 of the Government on the organization and operation of foreign bank branches, joint venture banks, wholly foreign-owned banks, and representative offices of foreign credit institutions in Vietnam cease to be effective.

Article 32. Implementation Organization

The Head 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 governed cities, Chairmen and members of the Board of Directors, Chairmen and members of the Board of Members, Heads of the Supervisory Board and members thereof, General Directors of credit institutions; General Directors of foreign bank branches, Heads of representative offices and related organizations and individuals shall be responsible for implementing this Circular./.