Circular No. 34/2024/TT-NHNN stipulates the issuance, amendment, and supplementation of licenses for commercial banks, foreign bank branches, and representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities.

CIRCULAR

Regulations on the issuance of new licenses, supplementation of business contents to existing licenses, and organization and operation of commercial banks, foreign bank branches, and representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities.
Regulations on the issuance of new licenses, supplementation of business contents to existing licenses, and organization and operation of commercial banks, foreign bank branches, and representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities.
Foreign bank branches. Representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities (hereinafter referred to as foreign representative offices).
Foreign credit institutions, other foreign organizations engaged in banking activities.
Other foreign organizations engaged in banking activities.

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

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

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

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

The Governor of the State Bank of Vietnam promulgates this Circular stipulating Regulations on the issuance of new licenses, supplementation of business contents to existing licenses, and organization and operation of commercial banks, foreign bank branches, and representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the issuance of new licenses, supplementation of business contents to existing licenses, and organization and operation of commercial banks, foreign bank branches, and representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities.

Article 2. Applicability

This Circular applies to:

1. Commercial banks.

2. Branches of foreign banks.

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

4. Organizations and individuals related to the issuance of new licenses, supplementation of business contents to existing licenses, and organization and operation of commercial banks, foreign bank branches, and foreign representative offices.

Chapter II

ISSUANCE OF NEW LICENSES AND SUPPLEMENTATION OF BUSINESS CONTENTS TO EXISTING LICENSES

CONTENT OF ACTIVITIES PERMITTED BY THE LICENSE OF FOREIGN REPRESENTATIVE OFFICES

Section 1

GENERAL PROVISIONS

1. The Governor of the State Bank of Vietnam has the authority to decide on the issuance of new licenses or supplementation of business contents to existing licenses simultaneously with the issuance of new licenses for commercial banks and foreign bank branches that are under micro-prudential supervision by the Banking Inspection and Supervision Agency.

2. The Director of the Banking Inspection and Supervision Agency has the authority to decide on the supplementation of business contents to existing licenses for commercial banks and foreign bank branches that are under micro-prudential supervision by the Banking Inspection and Supervision Agency.

3. The Governor of the State Bank of Vietnam branch in provinces and centrally governed cities has the authority to decide:

a) Issuance of new licenses or supplementation of business contents to existing licenses or supplementation of business contents to existing licenses simultaneously with the issuance of new licenses for foreign bank branches located in the province or city, except those specified in Clause 1 of this Article;

b) Amendment and supplementation of licenses for foreign representative offices located in the province or city.

Article 4. Payment of fees for the issuance of new licenses

2. The amount of the fee for the issuance of new licenses shall be in accordance with the provisions of the Law on Fees and Charges.

Article 5. Notification of information on the issuance of Licenses for renewal, amendment, and supplementation of Licenses to the Business Registration Authority

2. Within five (5) working days from the date the Director of the State Bank of Vietnam branch issues a License for renewal or supplements the scope of activities in the License or supplements the scope of activities in the License simultaneously with issuing a renewed License for foreign bank branches or amends and supplements the License for foreign representative offices pursuant to Clause 3, Article 3 of this Circular, the State Bank of Vietnam branch shall notify in writing along with the Decision to supplement the scope of activities in the License or the renewed License for foreign bank branches or the Decision to amend and supplement the License for foreign representative offices to the provincial Business Registration Authority where the foreign bank branch's office or the foreign representative office's office is located to update into the national business registration information system.

Section 2

LICENSE RENEWAL AND SCOPE OF ACTIVITIES SUPPLEMENTATION

IN THE LICENSE OF COMMERCIAL BANKS

FOREIGN BANK BRANCH

Article 6. Principles for License Renewal and Scope of Activities Supplementation in the License

1. The State Bank of Vietnam (hereinafter referred to as the State Bank) does not implement renewal for activities that commercial banks and foreign bank branches are not permitted to carry out according to the laws at the time of renewal.

2. The State Bank adjusts the name of the permitted activities in accordance with the provisions of the Law on Credit Institutions and Appendices 01, 02, and 03 issued together with this Circular. The renewed License replaces all previous Licenses and approval documents (which are integral parts of the License) issued by the State Bank to the commercial bank or foreign bank branch prior to the renewal date.

3. The State Bank considers and approves the participation of commercial banks and foreign bank branches in international payment systems on a case-by-case basis for each international payment system.

4. For foreign exchange trading activities, foreign exchange service provision; international payment services; foreign exchange, currency, and other financial asset derivative product trading activities for domestic and foreign customers; gold trading activities, the supplementation of the scope of activities in the License shall be carried out in accordance with specific regulations of the State Bank and other relevant laws.

5. For activities specified in Clause 25, Article 4 of the Model License for Renewal of Licenses for Establishment and Operation of Commercial Banks (Appendix 01) and Clause 24, Article 4 of the Model License for Renewal of Licenses for Establishment of Foreign Bank Branches (Appendices 02 and 03), commercial banks and foreign bank branches may carry them out after obtaining approval from the State Bank; procedures for supplementing these activities in the License shall be carried out in accordance with specific regulations of the State Bank and other relevant laws.

6. In cases where commercial banks and foreign bank branches request to supplement the scope of activities in the License simultaneously with License renewal, the State Bank will consider renewing the License including the supplemented scope of activities based on the commercial bank or foreign bank branch fully complying with the requirements set forth in Article 9 of this Circular.

Article 7. Procedure and formalities for requesting to change the License or supplement the scope of activities in the License

3. After the State Bank of Vietnam changes the License or supplements the scope of activities in the License, commercial banks and foreign bank branches must:

a) Announce the changes in the License within 07 (seven) working days from the date of receiving the changed License or supplemented scope of activities in the License on one State Bank of Vietnam communication medium and one printed newspaper in three consecutive issues or on one Vietnamese online newspaper;

b) Commercial banks must amend and supplement the Charter in accordance with the content of the changed or supplemented License.

Article 8. Principles for preparing the dossier

1. The dossier for requesting to change the License or supplement the scope of activities in the License (for commercial banks and foreign bank branches); the dossier for requesting to amend and supplement the License (for foreign representative offices) shall be prepared in one set in Vietnamese.

2. Foreign components of the dossier must be legalized according to Vietnamese law except in cases exempted from legalization under Vietnamese law on legalization, and translated into Vietnamese. Translations from foreign languages into Vietnamese must be notarized or certified by the translator according to Vietnamese law.

In cases where the documents are copies that are not certified true copies or copies issued from original books, the originals must be presented for comparison, and the person responsible for comparison bears responsibility for the accuracy of the copies compared to the originals.

4. Each dossier must include a list of documents.

Article 9. Dossier for requesting to change the License and supplement the scope of activities in the License

1. For the case of amending the License:

a) Application for changing the License, specifying clearly the activities requested to be carried out in the application;

b) List of activities accompanied by a copy from the current License and other approvals of the State Bank of Vietnam (if any).

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

a) Application for supplementing the scope of activities in the License, specifying clearly:

(i) Activities requested to be supplemented;

(ii) Commitment to ensure compliance with conditions to carry out the requested activities and continue maintaining compliance with these conditions as stipulated;

(iii) Commitment that these are activities that the owner or foreign credit institution owning 50% of the charter capital of a wholly foreign-owned bank is permitted to carry out in the country where the owner or foreign credit institution has its headquarters (for wholly foreign-owned banks);

(iv) Commitment that these are activities that the parent bank is permitted to carry out in the country where the parent bank has its headquarters (for foreign bank branches);

(v) Report on the bank's implementation of activities related to purchasing government bonds for cases requesting to supplement futures trading activities in government bonds;

b) Resolution of the Board of Directors (Board of Members) of commercial banks agreeing to the request to supplement the scope of activities in the License; document of the parent bank agreeing to the request to supplement the scope of activities in the License for foreign bank branches;

c) Documents proving that the activities expected to be carried out in Vietnam are activities that the owner or foreign credit institution owning 50% of the charter capital of a wholly foreign-owned bank (for wholly foreign-owned banks), or the parent bank (for foreign bank branches) is permitted to carry out in the country where the owner or foreign credit institution or the parent bank has its headquarters;

d) For cases requesting to supplement the License with activities in the business of derivatives interest rate products, derivatives commodity price products, securities custody, in addition to the dossier specified in points a, b, and c of this clause, commercial banks and foreign bank branches must have internal procedures, including risk management measures appropriate to each activity requested to be supplemented in the License;

(i) A document from the State Bank of Vietnam approving the commercial bank or foreign bank branch to conduct basic foreign exchange transactions in both domestic and international markets;

(ii) Internal regulations on: managing money laundering risks, terrorist financing, proliferation of weapons of mass destruction in compliance with laws on preventing and combating money laundering, terrorist financing, and proliferation of weapons of mass destruction; standards for connecting to international payment systems.

(iii) A technical solution description for the information system meeting the requirements for ensuring information system security level 3 as stipulated by the laws;

(iv) Documents proving that the organization operating the international payment system was established and legally operates abroad, including one of the following documents: business registration certificate or Decision on Establishment, Tax Registration Certificate or other documents issued by the competent authority of the country or territory where the organization operating the international payment system was established and legally operates;

(v) For cases that have participated in the international payment system before July 1, 2024, commercial banks and foreign bank branches shall submit the documents specified in points đ(i) and đ(iv) of Clause 2 of this Article, as well as the following documents: Report explaining compliance with the conditions stipulated in Clause 2 and Clause 3 of Article 21 of Decree No. 52/2024/NĐ-CP dated May 15, 2024 of the Government on cashless payments (including transaction data through the international payment system up to the date of submitting the application); Contract or Agreement or Confirmation Letter from the organization operating the international payment system regarding the participation of the commercial bank, foreign bank branch (or parent bank) in the international payment system;

3. In cases where additional activities are added to the License simultaneously with its renewal:

a) Application for adding additional activities to the License simultaneously with its renewal, which includes the contents specified in point a of Clause 1 and point a of Clause 2 of this Article;

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

Section 3

AMENDMENT AND SUPPLEMENTATION OF THE LICENSE FOR CHANGES IN THE REPRESENTATIVE OFFICE OF FOREIGN COUNTRY

OF FOREIGN REPRESENTATIVE OFFICES

Article 10. General provisions on changes in the representative office of a foreign country

a) Change of name;

b) Change of location of the office to a different province or city from where the representative office of a foreign country is currently located;

c) Extension of the term of operation.

a) Change of the head of the representative office of a foreign country;

b) Change of the office location within the same province or city;

c) Change of office address without changing the location of the office.

3. After the State Bank branch amends and supplements the License for the changes stipulated in Clause 1 of this Article, the representative office of a foreign country shall implement the following actions:

a) Carry out operations at the new location and cease operations at the old location within 06 (six) months from the date the State Bank branch amends and supplements the License for the change stipulated in point b of Clause 1 of this Article; and simultaneously notify the State Bank branch where the representative office of a foreign country is located;

b) Announce the changes on at least one State Bank communication medium and in at least one newspaper for three consecutive issues or on at least one Vietnamese online newspaper within 07 (seven) working days from the date the State Bank branch amends and supplements the License.

Article 11. Documents, procedures, and formalities for amending and supplementing the License regarding changes to the representative office of foreign countries

1. The application dossier for amending and supplementing the License for changes under Clause 1, Article 10 of this Circular includes:

a) A request form for change containing at least the following contents:

(i) Current content;

(ii) Anticipated changed content. In cases of name change, the anticipated name must comply with the provisions of Clause 1, Article 16 of this Circular;

(iii) Reason for the change;

b) Documentation proving the reason for the change in case of name change; or documentation proving that the representative office of the foreign country has the right to use or will have the right to legally use the headquarters at the new location in cases of changing the location of the headquarters to a different province or city from where the representative office of the foreign country is currently located;

c) Annual financial report of the foreign credit institution or other foreign organization engaged in banking activities, which has been audited independently, and a general report on the operation of the representative office of the foreign country for cases of extending the term of operation (including detailed operational status over the three consecutive years prior to the year of submitting the application and plans for the next year's operations).

2. Procedures and formalities for amending and supplementing the License:

a) The representative office of the foreign country prepares and submits the dossier to the State Bank branch where the headquarters is located (in cases of name change or extension of the term of operation) or sends it to the State Bank branch where the new headquarters is expected to be located (in cases of changing the location of the headquarters). For cases of extending the term of operation, the submission deadline for the dossier is at least 60 (sixty) days before the expiration date of the License;

b) If the dossier is incomplete or invalid, within 05 (five) working days from the date of receipt of the dossier, the State Bank branch shall issue a document requesting the representative office of the foreign country to supplement and complete the dossier;

c) Within 30 (thirty) days from the date of receiving a complete and valid dossier, the State Bank branch shall issue a decision to amend and supplement the License for the changes made by the representative office of the foreign country. At the same time, it shall inform the State Bank branch where the representative office of the foreign country is currently located (in cases of changing the location of the headquarters to a different province or city). In cases of refusal, the State Bank branch shall issue a reply document stating the reasons.

Chapter III

ORGANIZATION AND OPERATIONS OF COMMERCIAL BANKS,

FOREIGN BANK BRANCHES,

FOREIGN REPRESENTATIVE OFFICES

Section 1

GENERAL PROVISIONS

Article 12. Principles of Application

Commercial banks, foreign bank branches, and foreign representative offices organize and operate according to the provisions of the Law on Credit Institutions, this Circular, and related laws.

Article 13. Operations under Securities Law

1. Commercial banks and foreign bank branches may engage in the purchase and sale of government bonds, guaranteed government bonds, local government bonds on the securities market when the License issued by the State Bank to commercial banks and foreign bank branches contains the content of purchasing and selling government bonds, guaranteed government bonds, local government bonds, or the content of purchasing and selling Treasury bills, transferable instruments, government bonds, State Bank bills, and other negotiable instruments on the money market; purchasing and selling government bonds.

2. Commercial banks and foreign bank branches may provide settlement services and transaction clearing for securities trading as stipulated in Point a, Clause 4, Article 56 of the Securities Law, supervise securities activities, and act as securities depositories in accordance with securities laws when the License issued by the State Bank to commercial banks and foreign bank branches contains such activities and the commercial banks and foreign bank branches meet the conditions prescribed by securities laws and regulations as follows:

a) For providing settlement services and transaction clearing for securities trading as stipulated in Point a, Clause 4, Article 56 of the Securities Law: commercial banks and foreign bank branches must be granted a certificate of eligibility to provide settlement services and transaction clearing for securities by the Securities Commission and approved as clearing members by the Vietnam Securities Depository and Clearing Corporation;

b) For supervising securities activities as stipulated by securities laws: commercial banks must be granted a registration certificate for securities depository activities by the Securities Commission;

c) For acting as securities depositories: commercial banks and foreign bank branches must be granted a registration certificate for securities depository activities by the Securities Commission and approved as depository members by the Vietnam Securities Depository and Clearing Corporation.

3. The supplementary document adding the activity of providing settlement services and transaction clearing for securities trading as stipulated in Point a, Clause 4, Article 56 of the Securities Law to the License of commercial banks and foreign bank branches is the approval document of the State Bank in accordance with securities laws.

4. For activities related to securities and the securities market, commercial banks and foreign bank branches shall comply with the provisions of securities laws, securities market laws, and relevant laws.

Article 14. Insurance Agency Activities

1. When the License issued by the State Bank to commercial banks or foreign bank branches includes insurance agency activities, such commercial banks or foreign bank branches may carry out insurance agency activities for various types of insurance as prescribed by the Law on Insurance Business.

2. When carrying out insurance agency activities, commercial banks and foreign bank branches must comply with the provisions of the laws on insurance business and related laws.

1. Within 10 (ten) days from the date of change in the legal representative, commercial banks and foreign bank branches must submit a written notification to the State Bank containing information on name; gender; position; date of birth; ethnicity; nationality; type of legal document of the individual; number of legal document of the individual; date of issuance; place of issuance; permanent address; contact address of the legal representative (except when the commercial bank or foreign bank branch has already notified the change in the legal representative after receiving approval from the State Bank for the proposed list of personnel).

2. Within 10 (ten) days from the date of change in the Head of Foreign Representative Office, the foreign representative office must submit a written notification to the State Bank branch where its headquarters is located containing information on name; gender; position; date of birth; ethnicity; nationality; type of legal document of the individual; number of legal document of the individual; date of issuance; place of issuance; permanent address; contact address of the Head of Foreign Representative Office.

3. Within 05 (five) working days from the date of receipt of the written notification of the change in the legal representative of commercial banks and foreign bank branches as stipulated in Clause 1 of Article 3 of this Circular, the Banking Inspection and Supervision Authority shall be responsible for submitting a written notification containing the information on the legal representative as stipulated in Clause 1 of this Article to the Registration Authority of the province or centrally administered city where the main office of the commercial bank or the foreign bank branch is located, to update the national enterprise registration information system.

4. Within 05 (five) working days from the date of receipt of the written notification of the change in the legal representative of foreign bank branches located in provincial or municipal areas, except those specified in Clause 1 of Article 3 of this Circular; and the written notification of the change in the Head of Foreign Representative Office, the Governor of the State Bank branch shall be responsible for submitting a written notification containing the information on the legal representative as stipulated in Clause 1 of this Article, and the information on the Head of Foreign Representative Office as stipulated in Clause 2 of this Article to the Registration Authority of the province or centrally administered city where the foreign bank branch or foreign representative office is located, to update the national enterprise registration information system.

Section 2

ORGANIZATIONAL STRUCTURE AND MANAGEMENT OPERATIONS

Article 16. Name and main office of commercial banks, foreign bank branches, and foreign representative offices

1. The name of commercial banks, foreign bank branches, and foreign representative offices must comply with the provisions of the Enterprise Law and related laws, and be set up in accordance with the corresponding legal form and type as follows:

a) Joint-stock commercial bank and specific name;

b) Joint venture bank and specific name;

c) Limited liability commercial bank and the name of foreign credit organization and Vietnam;

d) Limited liability bank and specific name for a foreign bank with 100% foreign capital and two or more members;

e) Bank and the name of foreign credit organization - Branch in province/city directly under the Central Government where the branch is located. In case a foreign bank establishes two or more branches in one province/city, it must supplement the name to ensure differentiation among branches;

f) Foreign representative office and the name of foreign credit organization, other foreign organizations engaged in banking activities - name of province/city directly under the Central Government where the foreign representative office is located.

2. The main office of commercial banks must meet the requirements for the main office of enterprises as stipulated by the Enterprise Law and the following conditions:

a) It is the workplace of the Board of Directors, Board of Members, General Director, recorded in the License according to the law and where transactions with customers are conducted;

c) It must facilitate transactions with customers and comply with the State Bank's regulations on cash vaults;

d) It must have an information management system that connects online between the main office and branches and business units of the bank, meeting the requirements for bank management and risk management and the State Bank's management requirements.

3. The office of foreign bank branches must meet the requirements for the main office of enterprises as stipulated by the Enterprise Law and the following conditions:

a) It is the workplace of the General Director (Director), recorded in the License according to the law and where transactions with customers are conducted;

c) It must facilitate transactions with customers and comply with the State Bank's regulations on cash vaults;

d) It must have an information management system that connects online with the main office of the foreign credit organization, meeting the requirements for foreign bank management and risk management and the State Bank's management requirements.

4. The office of foreign representative offices must be within the territory of Vietnam, within the operating area recorded in the License; telephone number (if applicable); fax number (if applicable) and email address (if applicable).

Article 17. Organizational structure of the Risk Management Committee and Human Resources Committee

1. The Board of Directors, Board of Members must establish a Risk Management Committee and a Human Resources Committee to assist the Board of Directors, Board of Members in performing their duties and powers.

2. Each Committee must have at least three members, including the Chair who is a member of the Board of Directors, Board of Members, and other members appointed, dismissed, and relieved by the Board of Directors, Board of Members according to internal regulations and the Charter of the commercial bank. A member of the Board of Directors, Board of Members can only be the Chair of one Committee. For joint-stock commercial banks, the Risk Management Committee must have at least one independent member of the Board of Directors.

Article 18. Rules of Operation of the Risk Management Committee and the Human Resources Committee

2. The rules of operation and functions and tasks of the Committees shall include at least the following contents:

a) The rules of operation of the Committees shall include: the number of members of the Committee and the responsibilities of each member, regular meetings of the Committee, extraordinary meetings of the Committee, form and voting ratio for proposals made by the Committees;

b) Functions and tasks of the Risk Management Committee include:

(i) Advising the Board of Directors on the issuance of internal regulations within their authority related to risk management in banking activities in accordance with the law and the Bank's Charter;

(ii) Analyzing and issuing warnings about the safety level of the bank against risks that may affect it and preventive measures for such risks in both short-term and long-term perspectives;

(iii) Reviewing and evaluating the suitability and effectiveness of current risk management processes and policies of the bank to make recommendations and proposals to the Board of Directors regarding the need to change current processes and policies, operational strategies;

(iv) Advising the Board of Directors on investment decisions, contracts, transactions related thereto; deciding on risk management policies and supervising the implementation of preventive measures for risks of the commercial bank within the scope of functions and tasks assigned by the Board of Directors;

c) Functions and tasks of the Human Resources Committee:

(i) Advising the Board of Directors on the size and structure of the Board of Directors, the scale and structure of the management board suitable to the scale of operations and development strategy of the bank;

(ii) Advising the Board of Directors on handling personnel issues arising during the process of conducting election, appointment, dismissal, and removal procedures for members of the Board of Directors, management board, members of the Supervisory Board, and bank managers in accordance with the provisions of the law and the Bank's Charter;

(iii) Studying and advising the Board of Directors on the issuance of internal regulations of the bank within the authority of the Board of Directors regarding salary systems, remuneration, bonuses, recruitment rules, training, and other incentive policies for bank managers and staff.

Section 3

CHARTER CAPITAL AND AUTHORIZED CAPITAL

Article 19. Charter Capital and Authorized Capital

1. Charter capital of commercial banks:

a) The charter capital of a commercial bank is the total amount of money contributed by shareholders or members contributing capital to credit organizations in the form of limited liability companies; it is the total par value of shares sold to shareholders in credit organizations in the form of joint-stock companies;

b) The charter capital of a commercial bank can be increased from the following sources:

(i) Supplementary capital reserve fund, development investment fund, surplus share capital, undistributed accumulated profits, and other funds as prescribed by law;

(ii) Public offering of shares, private placement of shares;

(iii) Conversion of convertible bonds into ordinary shares;

(iv) Additional capital contributions from shareholders or new members contributing capital;

(v) Other sources as prescribed by law.

2. Authorized capital of foreign bank branches:

a) The authorized capital of a foreign bank branch is the amount of money provided by the foreign bank to the foreign bank branch and recorded in the License;

b) The authorized capital of a foreign bank branch can be increased from the following sources:

(i) Undistributed accumulated profits;

(ii) Additional capital provided by the parent bank;

(iii) Other sources of capital as prescribed by law.

Article 20. Repurchasing Shares at the Request of Shareholders or Pursuant to the Decision of a Joint Stock Commercial Bank

1. The repurchase of shares from shareholders of a joint stock commercial bank must ensure compliance with the provisions of the law.

2. A joint stock commercial bank may only repurchase shares from shareholders if, after paying the corresponding amount for the repurchased shares, it still ensures compliance with the limits and safety ratios in banking operations and the actual value of the registered capital does not fall below the statutory capital requirement of the joint stock commercial bank.

3. The procedures, formalities, and documentation for requesting the repurchase of shares by a joint stock commercial bank shall be carried out in accordance with the regulations of the Governor of the State Bank of Vietnam.

Article 21. Increasing Capital, Transferring Contributed Capital, and Repurchasing Contributed Capital of Joint Venture Banks and 100% Foreign-Owned Banks

1. Increasing capital, transferring contributed capital, and repurchasing contributed capital must ensure compliance with the provisions of the Enterprise Law.

2. Within five (5) years from the date of issuance of the License, founding members may only transfer their contributed capital to other founding members. Within three (3) years from the start of contributing capital to a joint venture bank or a 100% foreign-owned bank, contributors may only transfer their contributed capital to other contributors under the condition of ensuring the ownership ratio of contributed capital as stipulated in Clause 1, Article 77 of the Law on Credit Organizations and relevant guiding documents.

3. Increasing capital and transferring contributed capital to an organization that is not a contributor of a joint venture bank or a 100% foreign-owned bank must ensure the ownership ratio of contributed capital as stipulated in Clause 1, Article 77 of the Law on Credit Organizations and meet the following conditions:

a) New partners (except new partners of joint venture banks that are non-bank enterprises) must satisfy the conditions of founding members as prescribed in Clause 5, Article 29 of the Law on Credit Organizations and guiding documents;

b) New partners who are foreign credit organizations must satisfy the conditions prescribed in Point b, d, đ Clause 2, Clause 5, Article 29 of the Law on Credit Organizations and guiding documents;

c) For joint venture banks, new partners who are non-bank enterprises must satisfy the following conditions:

(i) Established according to Vietnamese law or foreign law;

(ii) In the case of state-owned enterprises, they must obtain written approval from the competent authority to contribute capital or accept the transfer of contributed capital in joint venture banks in accordance with the law;

(iii) In the case of enterprises licensed to operate in the banking, securities, and insurance sectors, they must comply with the regulations related to contributing capital or accepting the transfer of contributed capital as prescribed by law;

(iv) Have a minimum net worth of 10,000 billion VND and total assets of 20,000 billion VND in the three (3) consecutive years prior to submitting the application for approval to increase capital or transfer contributed capital for a contribution exceeding 1% but less than 5% of the registered capital of the joint venture bank, or have a minimum net worth of 2,000 billion VND and total assets of 4,000 billion VND in the three (3) consecutive years prior to submitting the application for approval to increase capital or transfer contributed capital for a contribution of 1% or less of the registered capital of the joint venture bank;

(v) For enterprises operating in industries requiring statutory capital, they must ensure that the net worth minus statutory capital is equal to the committed capital contribution based on audited financial statements without any disclaimer from the auditing firm for the year immediately preceding the submission of the application for approval to increase capital or transfer contributed capital;

(vi) Generate profit in the three (3) consecutive years prior to submitting the application for approval to increase capital or transfer contributed capital;

(vii) Not use raised funds or loans from other organizations or individuals to contribute capital or accept the transfer of contributed capital;

(viii) Fulfill all tax and social insurance obligations as prescribed up to the time of submitting the application for approval to increase capital or transfer contributed capital;

(ix) Not be a founding shareholder, owner, or strategic shareholder of another credit organization established and operating in Vietnam;

d) In the event that increasing capital or transferring contributed capital leads to another foreign credit organization owning 50% of the registered capital of a 100% foreign-owned bank, the new foreign credit organization must ensure that the activities of the 100% foreign-owned bank are activities that the foreign credit organization is permitted to carry out in the country where the foreign credit organization has its headquarters;

4. Conditions for Repurchasing Contributed Capital:

a) The request for repurchasing contributed capital from contributors, payment conditions, and handling of contributed capital shall be carried out in accordance with the regulations on repurchasing contributed capital in the Enterprise Law;

b) After paying the full amount for the repurchased contributed capital, the bank must still ensure sufficient payment for all debts and other property liabilities, comply with the limits and safety ratios in banking operations, and the actual value of the registered capital must not be lower than the statutory capital requirement;

c) Fully comply with the regulations on risk management and adequate provisioning at the time of requesting the State Bank of Vietnam's approval for the repurchase of contributed capital;

d) Continuously generate profit in the five (5) consecutive years prior to the request to repurchase contributed capital and have no accumulated losses;

đ) Not be subject to administrative penalties by the State Bank of Vietnam in the field of currency and banking operations in the five (5) consecutive years prior to the request to repurchase contributed capital and up to the time of requesting the State Bank of Vietnam's approval for the repurchase of contributed capital.

5. Increasing capital, transferring contributed capital, and repurchasing contributed capital must be approved in writing by the State Bank of Vietnam before implementation. The procedures, formalities, and documentation for requesting an increase in capital, transfer of contributed capital, and repurchase of contributed capital shall be carried out in accordance with the regulations of the Governor of the State Bank of Vietnam.

Chapter IV

RESPONSIBILITIES OF ORGANIZATIONS AND INDIVIDUALS ENGAGED IN GOLD BUSINESS

RELATED INDIVIDUALS

Article 22. Responsibilities of commercial banks, foreign bank branches, and foreign representative offices

1. Provide complete, accurate, and timely information as required by the State Bank of Vietnam according to this Circular and bear full legal responsibility for such information.

2. Ensure compliance with conditions necessary to carry out proposed activities and continue maintaining compliance with these conditions as prescribed.

3. For commercial banks and foreign bank branches participating in international payment systems, they must ensure adherence to the following principles:

a) In cases where they have participated in international payment systems before the effective date of Government Decree No. 52/2024/NĐ-CP dated May 15, 2024 on non-cash payments, commercial banks and foreign bank branches must complete supplementary procedures to include participation in international payment systems in their Licenses according to this Circular within twenty-four months from the effective date of Government Decree No. 52/2024/NĐ-CP dated May 15, 2024 on non-cash payments. Beyond this period, commercial banks and foreign bank branches must cease participation in international payment systems until supplementary procedures to include participation in international payment systems in their Licenses are completed.

b) During participation in international payment systems, commercial banks and foreign bank branches must regularly review, monitor, and evaluate their participation in international payment systems and the organizational and operational activities of international payment systems to make appropriate adjustments to ensure safety for their operations, fully comply with legal provisions on anti-money laundering, terrorist financing, proliferation financing, and customer information security and confidentiality.

c) Ensure participation in international payment systems is consistent with commitments regarding payments under international treaties to which Vietnam is a party.

d) Adhere to regulations concerning the security and confidentiality of information and the security of information systems in banking activities as stipulated by the State Bank of Vietnam.

đ) Bear responsibility for the content and organization of internal procedures and risk management processes when participating in international payment systems; implement activities to connect to international payment systems in accordance with internally established regulations.

4. Pay the fee for license renewal as prescribed in Article 4 of this Circular.

a) Serve as the point of contact for receiving, reviewing, and submitting to the Governor of the State Bank of Vietnam applications for license renewal and additional activity content for commercial banks and foreign bank branches subject to micro-prudential supervision by the Banking Inspection and Supervision Authority as stipulated in Clause 1 and Clause 2 of Article 3 of this Circular.

b) Prepare documents accompanying the application for additional activity content in the License for interest rate derivative trading, commodity price derivative trading, securities custody, and participation in international payment systems, and seek opinions from relevant units within the State Bank of Vietnam when performing the responsibilities set forth in Point a of this Clause.

c) Send information about changes along with the Decision to add activity content to the License or the renewed License to the Business Registration Agency of the province where the main office of the commercial bank or the branch office of the foreign bank is located to update the national business registration information system as stipulated in Clause 2 of Article 5 of this Circular.

d) Notify the Business Registration Agency of changes to the legal representative of commercial banks and foreign bank branches subject to micro-prudential supervision by the Banking Inspection and Supervision Authority as stipulated in Clause 1 and Clause 2 of Article 3 of this Circular.

đ) Be responsible for managing and storing the files for license renewal and additional activity content in the License after issuance.

e) Address any issues arising during the implementation of this Circular.

2. Trading Department:

a) Guide commercial banks and foreign bank branches in paying the fee for license renewal.

b) Collect the fee for license renewal from commercial banks and foreign bank branches and remit the entire amount collected to the state budget according to current regulations.

3. Payment Department:

(i) Whether commercial banks and foreign bank branches have met the requirements regarding internal standards for connecting to international payment systems as specified in the documentation.

(ii) A report explaining the fulfillment of the conditions specified in the internal standards for connecting to international payment systems as stipulated in Clause 3 of Article 21 of Government Decree No. 52/2024/NĐ-CP dated May 15, 2024 on non-cash payments, including transaction data through international payment systems up to the date of submission of the application (for cases where participation in international payment systems began before July 1, 2024).

b) Receive and compile periodic reports on the situation of transactions through international payment systems by commercial banks and foreign bank branches.

c) Address any issues arising during the participation of commercial banks and foreign bank branches in international payment systems.

Within a maximum period of ten (10) days from the date of receipt of the document from the Banking Inspection and Supervision Agency, the State Bank of Vietnam branch regarding the request to supplement the content of activities in the License for participating in the international payment system, the Information Technology Department shall provide specific comments in writing on:

a) The commercial bank, foreign bank branch's compliance with the requirements set forth in point đ(iii) Clause 2 Article 9 of this Circular and their internal regulations concerning the criteria for connecting to international payment systems related to technical conditions and ensuring security when participating in international payment systems;

b) A detailed report on meeting the condition of having an information system that meets the requirements for management, safety, and security as stipulated in Clause 3 Article 21 of Decree No. 52/2024/NĐ-CP dated May 15, 2024 of the Government on cashless payments (for cases where participation in the international payment system occurred before July 1, 2024).

Within a maximum period of ten (10) days from the date of receipt of the document from the Banking Inspection and Supervision Agency, the State Bank of Vietnam branch regarding the request to supplement the content of activities in the License for participating in the international payment system, the International Cooperation Department shall review, examine, and provide comments on the commercial bank, foreign bank branch's application in accordance with international commitments on payments under international treaties to which Vietnam is a member.

Within a maximum period of ten (10) days from the date of receipt of the document from the Banking Inspection and Supervision Agency, the State Bank of Vietnam branch regarding the request to supplement the content of activities in the License for engaging in derivative interest rate products, derivative commodity price products, securities custody, the Monetary Policy Department must provide specific comments in writing.

Within a maximum period of ten (10) days from the date of receipt of the document from the Banking Inspection and Supervision Agency, the State Bank of Vietnam branch regarding the request to supplement the content of participating in the international payment system in the License, the Foreign Exchange Management Department shall provide specific comments in writing:

a) Whether the commercial bank, foreign bank branch has internal regulations concerning the criteria for connecting to international payment systems related to foreign exchange management laws when participating in international payment systems (if applicable);

b) A detailed report on meeting the condition of having internal regulations concerning the criteria for connecting to international payment systems as stipulated in Clause 3 Article 21 of Decree No. 52/2024/NĐ-CP dated May 15, 2024 of the Government on cashless payments related to foreign exchange management laws when the commercial bank, foreign bank branch participates in international payment systems (if applicable) (for cases where participation in the international payment system occurred before July 1, 2024).

8. State Bank of Vietnam Branch:

a) Receiving and examining applications for changing the License, supplementing the content of activities in the License of foreign bank branches and applications for amending and supplementing the License for changes in the representative office of foreign countries subject to inspection and micro-prudential supervision by the State Bank of Vietnam branch as stipulated in Clause 3 Article 3 of this Circular;

b) Sending a document to seek opinions from the People's Committee of the province or centrally-administered city where the representative office of the foreign country is expected to be located (in cases where the location of the representative office of the foreign country changes to a different province or centrally-administered city from its current location) as stipulated in Article 11 of this Circular;

đ) Being responsible for managing and storing applications for changing the License, supplementing the content of activities in the License for changes in the foreign bank branch; for amending and supplementing the License for changes in the representative office of the foreign country after issuing the license;

e) Receiving notifications from the representative office of the foreign country located in the province or centrally-administered city regarding the changes specified in Clause 2 Article 10 of this Circular;

g) Notifying the Ministry of Public Security (Economic Security Bureau) about personnel who are the head of the representative office of the foreign country after receiving the notification of change from the representative office of the foreign country;

h) Sending a document along with the application to seek opinions from relevant units within the State Bank regarding the request to supplement the content of activities in the License for engaging in business activities, providing derivative interest rate products, providing derivative commodity price products, securities custody, and participating in the international payment system when performing the responsibility specified in point a of this clause;

i) Guiding foreign bank branches to fulfill the fee payment for changing the License;

Chapter V

IMPLEMENTING PROVISIONS

Article 24. Effective Date

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

2. This Circular abolishes:

a) Circular No. 40/2011/TT-NHNN dated December 15, 2011, issued by the Governor of the State Bank of Vietnam, regarding the issuance of Licenses and the organization and operation of commercial banks, foreign bank branches, representative offices of foreign credit institutions, and other foreign organizations engaged in banking activities in Vietnam (Circular No. 40/2011/TT-NHNN);

b) Circular No. 17/2017/TT-NHNN dated November 20, 2017, issued by the Governor of the State Bank of Vietnam, amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN;

c) Circular No. 28/2018/TT-NHNN dated November 30, 2018, issued by the Governor of the National Bank of Vietnam, amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN;

d) Circular No. 25/2019/TT-NHNN dated December 2, 2019, issued by the Governor of the State Bank of Vietnam, amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN;

đ) Circular No. 37/2019/TT-NHNN dated December 31, 2019, issued by the Governor of the State Bank of Vietnam, guiding the agency insurance activities of credit institutions and foreign bank branches for insurance companies;

e) Circular No. 28/2021/TT-NHNN dated December 31, 2021, issued by the Governor of the State Bank of Vietnam, amending and supplementing certain provisions of Circular No. 40/2011/TT-NHNN;

g) Circular No. 13/2023/TT-NHNN dated October 31, 2023, issued by the Governor of the State Bank of Vietnam, amending and supplementing certain provisions of Circulars governing the issuance of Licenses, organization and operation, and files, procedures, and formalities for approving changes in commercial banks and foreign bank branches;

3. Repeal Article 1 of Circular No. 17/2018/TT-NHNN dated August 14, 2018, issued by the Governor of the State Bank of Vietnam, amending and supplementing certain provisions of Circulars governing the issuance of Licenses, network operations, and foreign exchange activities of credit institutions and foreign bank branches;

Article 25. Transitional Provisions

1. Documents requesting amendments and supplements to Licenses for changes in the representative offices of foreign countries submitted before the effective date of this Circular shall continue to be examined and processed according to the laws in effect at the time of submission of the application;

2. Documents requesting the issuance of new Licenses, supplementation of business contents into Licenses, and supplementation of business contents into Licenses simultaneously with the issuance of new Licenses for commercial banks and foreign bank branches submitted before the effective date of this Circular shall continue to be examined and processed according to the laws in effect at the time of submission of the application;

3. Commercial banks and foreign bank branches may continue to carry out insurance fee collection, document collection for claims settlement, and insurance payment services under agreements signed before July 1, 2024, for insurance contracts and agreements where commercial banks and foreign bank branches act as insurance agents. Amendments, supplements, and extensions of insurance contracts and agreements where commercial banks and foreign bank branches act as insurance agents can only be implemented if the amended, supplemented, or extended contents comply with the provisions of the Law on Credit Institutions and this Circular;

The Heads of the Office, the Chief Inspector and Supervisor of Banking, Heads of units under the State Bank of Vietnam, commercial banks, foreign bank branches, and representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities are responsible for implementing this Circular./;