Circular No. 47/2025/TT-NHNN guiding the procedures for the State Bank of Vietnam's approval for joint-stock credit institutions to list their shares on foreign securities markets.

CIRCULAR

On the basis of Law on the State Bank of Vietnam No. 46/2010/QH12;

On the basis of Law on Credit Institutions No. 32/2024/QH15 has been amended and supplemented by Law No. 96/2025/QH15;

Decree No. Decree No. 26/2025/NĐ-CP of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Credit Institution System Safety Department;

The Governor of the State Bank of Vietnam issues this Circular to guide the approval procedures of the State Bank of Vietnam for the listing of shares on foreign securities markets by joint-stock credit institutions.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular guides the approval procedures of the State Bank of Vietnam (hereinafter referred to as the State Bank) for the listing of shares on foreign securities markets by joint-stock credit institutions.

Article 2. Applicability

1. Joint-stock credit institutions, including:

a) Joint-stock commercial banks;

b) Joint-stock non-bank credit institutions.

2. Organizations and individuals related to the listing of shares on foreign securities markets by joint-stock credit institutions.

Article 3. Principles for preparing and submitting applications for approval to list on foreign securities markets

1. Joint-stock credit institutions shall prepare the application in Vietnamese.

2. The document of the joint-stock credit institution requesting approval to list on foreign securities markets must be signed by the legal representative or authorized representative. In case of signing by an authorized representative, the application must include a power of attorney in accordance with the provisions of the law.

3. The application of the joint-stock credit institution shall be submitted directly or through postal services to the headquarters of the State Bank (One-Stop Service Department).

Article 4. Effectiveness of the approval document of the State Bank for listing on foreign securities markets

1. The approval document of the State Bank takes effect from the date of signature.

2. The approval document of the State Bank shall automatically become invalid in the following cases:

a) Within 12 months from the date of the approval document, the shares of the joint-stock credit institution have not been listed on foreign securities markets;

b) The shares of the joint-stock credit institution that have been listed on foreign stock exchanges are delisted.

Chapter II

PROCEDURES FOR APPROVAL OF JOINT-STOCK CREDIT INSTITUTIONS LISTING ON FOREIGN SECURITIES MARKETS EXCEPT

Article 5. Documents for requesting approval to list on foreign securities markets

1. A document of the joint-stock credit institution requesting the State Bank to approve the listing on foreign securities markets (in accordance with the form attached as Appendix I to this Circular).

2. Power of attorney in case of signature by an authorized representative.

Article 6. Procedures for approving the listing on foreign securities markets

1. The joint-stock credit institution shall prepare one set of documents in accordance with Article 5 of this Circular and submit it to the State Bank (One-Stop Service Department). If the documents are incomplete or invalid, within five working days from the date of receipt of the documents, the State Bank shall issue a document requesting the joint-stock credit institution to supplement and complete the documents.

2. Within twenty-eight days from the date of receipt of the complete documents as stipulated in Article 5 of this Circular, the State Bank shall issue an approval document (in accordance with the form attached as Appendix II to this Circular) or disapprove the listing of the joint-stock credit institution on foreign securities markets; in case of disapproval, the document must specify the reasons.

Chapter III

RESPONSIBILITIES OF JOINT STOCK CREDIT ORGANIZATIONS AND RELATED UNITS

Article 7. Responsibilities of joint stock credit organizations

1. Shall be responsible for the truthfulness and accuracy of all submitted files and reports to the State Bank of Vietnam as prescribed in this Circular.

2. List shares on foreign securities markets within twelve months from the date the State Bank of Vietnam signs the approval document.

3. Report in writing to the State Bank of Vietnam (Department of Credit Organization Management and Supervision) within five working days from the date of receiving the decision of the competent authority abroad regarding the approval or non-approval of listing shares at foreign securities exchanges.

4. Report in writing to the State Bank of Vietnam (Department of Credit Organization Management and Supervision) within five working days from the date of receiving the delisting document from the foreign securities exchange when the shares of the joint stock credit organization are delisted. The report must clearly state the reasons for delisting the shares.

Article 8. Responsibilities of the Department of Credit Organization Management and Supervision

1. Serve as the focal point for processing, reviewing, and submitting to the Governor of the State Bank of Vietnam for approval or disapproval of the joint stock credit organization's listing on foreign securities markets as stipulated in Clause 2, Article 6 of this Circular.

2. Receive the reports as prescribed in Clauses 3 and 4 of Article 7 of this Circular; study and propose measures to the Governor of the State Bank of Vietnam to address any arising issues (if any) concerning the joint stock credit organization that has listed its shares.

Chapter IV

IMPLEMENTING PROVISIONS

Article 9. Implementation responsibilities

Heads of units under the State Bank of Vietnam and joint stock credit organizations shall be responsible for implementing this Circular.

Article 10. Provisions on implementation

1. This Circular takes effect from January 29, 2026.

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

a) Circular No. 26/2012/TT-NHNN dated September 13, 2012, issued by the Governor of the State Bank of Vietnam guiding procedures for the State Bank of Vietnam's approval for joint stock credit organizations to list their shares on domestic and foreign securities markets;

b) Article 10 of Circular No. 29/2015/TT-NHNN dated December 22, 2015, issued by the Governor of the State Bank of Vietnam amending and supplementing certain legal documents of the State Bank of Vietnam regarding the components of files with certified true copies of documents.

 

ANNEX I

MODEL DOCUMENT REQUESTING APPROVAL FOR LISTING SHARES ON FOREIGN SECURITIES MARKETS
(Annexed to Circular No. 47/2025/TT-NHNN of the Governor of the State Bank of Vietnam)

DOCUMENT REQUESTING APPROVAL FOR LISTING SHARES ON FOREIGN SECURITIES MARKETS

Pursuant to Resolution No... dated... month... year... of the Shareholders' Meeting regarding... (1)..., ...(2)... (organization identification number: ……(3)...) requests the State Bank of Vietnam to approve the listing of shares on foreign securities markets of…(4)... as follows:

I. Time, quantity, and location of listing:

1. Expected listing time: …

2. Expected quantity of shares to be listed: …shares;

Additional registered capital expected: …billion VND;

Registered capital at the time of request: ...billion VND;

Expected increase in registered capital ratio compared to registered capital: ……… %

3. Name of the expected securities exchange to be listed: …

4. Number and date of issuance of the Approval Document for the registration of share issuance to foreign investors by the Securities Commission: …

II. Specific contents regarding the listing of shares on foreign securities markets

1. Reasons for listing shares: …

2. Advantages and difficulties when shares are listed on foreign securities markets: …

3. Proposed solutions to overcome these difficulties: …

4. Expected quantity and ratio of foreign investor ownership after listing: …

5. Measures to manage the ratio of foreign investor ownership to ensure compliance with legal provisions: …

6. Other contents (if any) 

III. Financial situation and operations of the joint stock credit organization

1. Foreign investor ownership ratio at the time of request: …

2. Administrative violations in the monetary and banking sectors in the twelve months immediately preceding the request time: 

a. Yes □                 b. No □

- Violation behavior, amount fined (if any): …

- Decision number, date, and amount of fines (if any): …

3. At the time of request, the Board of Directors and Supervisory Board of the joint stock credit organization have the following number and structure:

a. Ensured □                    b. Not ensured □

- Board of Directors:

- Supervisory Board

4. Report that the joint stock credit organization has an internal audit department and internal control system at the time of request ensuring compliance with Article 57, Article 58 of the Law on Credit Organizations and other relevant current laws:

IV. Joint stock credit organization commits:

1. To bear legal responsibility for the accuracy and truthfulness of the content in the document and application file requesting approval for listing shares on foreign securities markets.

2. To comply with legal provisions on foreign exchange management, legal provisions on foreign investors purchasing shares of Vietnamese credit organizations, and other relevant legal provisions.

Note: (1) summary of the main content of the Shareholders' Meeting Resolution; (2), (4) name of the joint stock credit organization; (3) organization identification number (if any).

 

ANNEX II

MODEL DOCUMENT OF APPROVAL FROM THE STATE BANK OF VIETNAM
(Annexed to Circular No. 47/2025/TT-NHNN of the Governor of the State Bank of Vietnam)

 Respectfully submitted to: Joint-stock credit institution

Upon consideration of the proposal of (joint-stock credit institution, organizational identification number if available) ... as stated in document number ... dated ... month ... year ..., and the accompanying files regarding the request for approval to list shares on foreign securities markets, the State Bank of Vietnam hereby provides the following comments:

1. Approval is granted for (joint-stock credit institution) ... to list its shares on foreign securities markets as follows:

- The anticipated number of shares to be listed: ... shares;

- Name of the anticipated stock exchange for listing: ...

2. (Joint-stock credit institution) ... shall be responsible for completing all relevant legal procedures and reporting requirements related to the listing of its shares on foreign securities markets in accordance with Vietnamese laws and regulations and those of foreign countries (if applicable).

This document takes effect from the date of signature.

4. This document shall automatically become void in the following cases:

a) Within twelve months from the date of signing this document, the shares of the joint-stock credit institution have not been listed on foreign securities markets;

b) The shares of the joint-stock credit institution that have been listed on foreign stock exchanges are delisted.