Circular No. 48/2025/TT-NHNN amends and supplements certain provisions of several Circulars issued by the Governor of the State Bank of Vietnam concerning banking management and supervision related to the reduction and simplification of administrative procedures and changes in organizational structure.

 CIRCULAR

AMENDMENTS AND SUPPLEMENTS TO CERTAIN PROVISIONS OF SOME CIRCULARS ISSUED BY THE GOVERNOR OF THE STATE BANK OF VIETNAM IN THE FIELD OF BANK MANAGEMENT AND SUPERVISION RELATED TO REDUCING AND SIMPLIFYING ADMINISTRATIVE PROCEDURES, AND CHANGING ORGANIZATIONAL STRUCTURE

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 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 amend and supplement certain provisions of some Circulars issued by the Governor of the State Bank of Vietnam in the field of bank management and supervision related to reducing and simplifying administrative procedures, and changing organizational structure.

PART I
AMENDMENTS AND SUPPLEMENTS TO CERTAIN PROVISIONS OF CIRCULAR NO. 38/2014/TT-NHNN ON THE DOCUMENTATION, PROCEDURE, AND ADMINISTRATIVE PROCEDURES FOR APPROVING FOREIGN INVESTORS' PURCHASE OF SHARES OF VIETNAMESE CREDIT INSTITUTIONS

Article 1. Amending and Supplementing Article 1

"Article 1. Scope of Regulation

This Circular stipulates on:

1. Documentation, procedure, and administrative procedures for approving foreign investors' purchase of shares of Vietnamese credit institutions as prescribed in Decree No. 01/2014/NĐ-CP, which has been amended and supplemented by Decree No. 69/2025/NĐ-CP (hereinafter referred to as the Decree), including:

a) Foreign investors purchasing shares leading to ownership of 5% or more of the charter capital of a Vietnamese credit institution, except in cases stipulated in points b and c of this clause;

b) Foreign investors purchasing shares leading to ownership of 10% or more of the charter capital of a Vietnamese credit institution;

c) Foreign investors purchasing shares and becoming strategic foreign investors of a Vietnamese credit institution.

2. Documentation submitted to the State Bank of Vietnam (hereinafter referred to as the State Bank) for examination, appraisal, and submission to the Prime Minister for decision on the shareholding ratio of a foreign investor, a strategic foreign investor, and the total shareholding ratio of foreign investors at a weak credit institution undergoing restructuring exceeding the limits prescribed in Clause 2, 3, and 5 of Article 7 of the Decree."

Article 2. Amending, Supplementing, and Repealing Certain Provisions of Article 3

1. Amending and supplementing Clause 3 as follows:

“3. Related person is an organization or individual having direct or indirect relations with the foreign investor as prescribed in Clause 24 of Article 4 of Law on Credit Institutions No. 32/2024/QH15, which has been amended and supplemented by Law No. 96/2025/QH15."

2. Repealing Clause 5.

Article 3. Amending and Supplementing Article 4

"Article 4. Principles for Preparing, Submitting, Accepting, and Delivering Results of Documentation

1. Documentation requesting the State Bank's approval for foreign investors to purchase shares of Vietnamese credit institutions, documentation for the State Bank to examine, appraise, and submit to the Prime Minister for decision on the shareholding ratio shall be prepared in one set in Vietnamese, and the parts of the documentation translated from foreign languages shall be prepared according to the following principles:

a) Must be legalized according to the provisions of Vietnamese law, except for the following documents:

(i) Documents and materials exempted from legalization according to Vietnamese law;

(ii) Annual financial reports audited independently for the year immediately preceding the year of submission, prepared directly in English;

(iii) Written documents or materials from international credit rating organizations regarding the most recent credit rating results relative to the time of submission for foreign organizations;

b) Must be certified by the translator according to the certification regulations of Vietnamese law.

2. In cases where the documents are copies that are not certified true copies or copies issued from original books, the original must be presented for comparison, and the person comparing must sign to confirm the copy and bear responsibility for its accuracy compared to the original.

3. When submitting documentation online through the National Public Service Portal, electronic documentation must use digital signatures according to the regulations of the law on administrative procedures in the electronic environment.

In case the National Public Service Portal encounters technical issues or errors preventing the reception and exchange of electronic information, the submission of documentation, acceptance, delivery of results, and exchange of information will be conducted through postal services or directly at the One-Stop Service Center of the State Bank.

4. Documents in electronic documentation are electronic texts, scanned copies from originals (PDF format files), except for forms and declarations filled out on the National Public Service Portal."

Article 4. Amend and supplement some clauses of Article 5

1. Amending and supplementing Clause 3 as follows:

“3. A confirmation document from the bank that opened the account for the foreign investor regarding the balance of the foreign investor's deposit or other documents proving that the foreign investor has sufficient legitimate financial resources to purchase shares.”

Article 4. Amending and supplementing Clause 1, Clause 2, and Clause 3 of Article 17 of Decree No. 81/2018/NĐ-CP which has been amended and supplemented by Clause 3 of Article 1 of Decree No. 128/2024/NĐ-CP

“5. A self-declaration curriculum vitae according to the form prescribed in Appendix No. 03 issued together with this Circular, a copy of the passport or other document having the equivalent value of a passport of the foreign investor who is an individual, of the legal representative of the foreign investor and of the person authorized to represent the portion of capital of the foreign investor who is an organization at a Vietnamese credit institution.”

Article 5. Amend and supplement some clauses of Article 12

2. Amending and supplementing Clause 5 as follows:

“1. A Vietnamese credit institution (in the case of purchasing shares of a Vietnamese credit institution not listed on the stock exchange, not registered for trading on the securities trading center) or a foreign investor (in the case of a Vietnamese credit institution already listed on the stock exchange, already registered for trading on the securities trading center) shall prepare a dossier requesting approval for the foreign investor to purchase shares of a Vietnamese credit institution in accordance with this Circular and submit it to the State Bank of Vietnam through one of the following methods:

a) Submitting online via the National Public Service Portal;

b) Submitting directly at the One-Stop Service Window of the State Bank;

c) Sending via postal service.”

2. Amend and supplement Clause 3 as follows:

“3. Within thirty days from the date of receiving a complete and valid dossier, the State Bank of Vietnam shall examine and approve or disapprove in writing the purchase of shares by the foreign investor. In case of disapproval, the document of the State Bank of Vietnam must clearly state the reasons.”

Article 6. Amend and supplement some clauses of Article 14

1. Amend and supplement Clause 5 as follows:

“5. Carry out the transfer of shares at Vietnamese credit institutions in accordance with Vietnamese laws.”

2. Supplement Clause 7 as follows:

“7. If the foreign investor fails to transfer the full amount of money registered for purchasing shares within the time limit specified in Clause 2 of this Article, the approval document of the competent authority shall automatically become invalid.”

Article 7. Amend and supplement Article 18

“Article 18. Responsibilities of units under the State Bank of Vietnam

1. The Department of Management and Supervision of Credit Institutions shall be responsible for:

a) Taking the lead and coordinating with related units under the State Bank of Vietnam to appraise dossiers for the purchase of shares at Vietnamese credit institutions by foreign investors, seeking opinions from the Ministry of Finance on the contents stipulated in Clause 2 of Article 17 of this Circular, and submitting to the Governor of the State Bank of Vietnam for approval or disapproval;

b) Taking the lead and coordinating with related units under the State Bank of Vietnam to appraise dossiers for the purchase of shares at weak Vietnamese credit institutions by foreign investors and seeking opinions from the Ministry of Finance on the contents stipulated in Clause 2 of Article 17 of this Circular;

c) Submitting to the Governor of the State Bank of Vietnam for a document to be submitted to the Prime Minister for consideration and decision in the case stipulated in Clause 2 of Article 1 of this Circular.

2. The Forecasting, Statistics - Monetary Stability, Financial Department shall advise and submit to the Governor of the State Bank of Vietnam regulations on reporting and statistics on the situation of foreign investors purchasing shares at Vietnamese credit institutions not listed on the stock exchange, not registered for trading.”

Article 8. Amending and supplementing Article 20

"Article 20. Responsibility for implementation

The heads of units under the State Bank of Vietnam and Vietnamese credit organizations shall be responsible for organizing the implementation of this Circular./."

Article 9. Replacing some Appendices issued together with Circular No. 38/2014/TT-NHNN

1. Replacing Appendix No. 01 issued together with Circular No. 38/2014/TT-NHNN with Appendix No. 01 issued together with this Circular.

2. Replacing Appendix No. 03 issued together with Circular No. 38/2014/TT-NHNN with Appendix No. 03 issued together with this Circular.

Chapter II
AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 63/2024/TT-NHNN ON THE DOCUMENTS AND PROCEDURES FOR WITHDRAWING LICENSES AND LIQUIDATING ASSETS OF CREDIT ORGANIZATIONS AND FOREIGN BANK BRANCHES; DOCUMENTS AND PROCEDURES FOR WITHDRAWING LICENSES OF FOREIGN CREDIT ORGANIZATION REPRESENTATIVE OFFICES AND OTHER FOREIGN ENTITIES ENGAGED IN BANKING ACTIVITIES IN VIETNAM

Article 10. Amending and supplementing Clause 9 of Article 8

"9. Withdrawal of License:

a) Within 40 days from the date of receipt of the supervisory liquidation team's document as stipulated in points c and d of Clause 8 of this Article, the State Bank shall take one of the following measures:

(i) Issue a decision to terminate liquidation and a decision to withdraw the license in cases specified in Articles 17(1) and 17(2) of this Circular;

(ii) Issue a decision to terminate the liquidation of the credit organization to proceed with bankruptcy procedures as prescribed by law in cases specified in Article 17(3) of this Circular;

(iii) Issue a document requesting the credit organization or foreign bank branch to report and explain issues that need clarification related to the asset liquidation process (if any);

b) Within 15 days from the date of issuance of the document as stipulated in point a(iii) of this Clause, the credit organization or foreign bank branch shall submit a report and explanation to the State Bank or its branch as prescribed in Article 4 of this Circular;

c) Within 15 days from the date of receipt of the report and explanation of the credit organization or foreign bank branch as stipulated in point b of this Clause, the State Bank shall examine and decide according to the provisions of point a(i) or point a(ii) of this Clause."

Article 11. Amending and supplementing some points and clauses of Article 22

1. Amend and supplement Point b of Clause 1 as follows:

"b) Within 25 days from the date of receipt of complete valid documents as stipulated in point a of this Clause, the State Bank branch shall take one of the following measures:

(i) Issue a decision to withdraw the license, require the foreign representative office to terminate the lease contract for the office premises, settle all obligations and debts (if any) with relevant individuals and organizations, cease operations, close the foreign representative office, return the business registration certificate, and surrender the seal as prescribed by law;

(ii) Issue a document requesting the foreign representative office to report and explain relevant matters (if any);"

2. Amend and supplement Point c Clause 1 as follows:

"c) Within 15 days from the date of issuance of the request document by the State Bank branch, the foreign representative office shall submit a report and explanation to the State Bank branch as stipulated in point b(ii) of this Clause."

Chapter III
AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 20/2025/TT-NHNN GUIDING THE DOCUMENTS AND PROCEDURES FOR APPROVING THE PROPOSED STAFF LIST OF COMMERCIAL BANKS, FOREIGN BANK BRANCHES, AND NON-BANK CREDIT ORGANIZATIONS

Article 12. Amending and supplementing Clause 3 of Article 9

“3. Within twenty-five working days from the date of receiving complete files as prescribed in Articles 7 and 8 of this Circular, the State Bank of Vietnam, the Department for Management and Supervision of Credit Institutions, or the State Bank Branch in the Region shall issue a document approving or not approving the proposed personnel of commercial banks, foreign bank branches, and non-bank credit institutions. In case of disapproval, the reply document issued by the State Bank of Vietnam, the Department for Management and Supervision of Credit Institutions, or the State Bank Branch in the Region to commercial banks, foreign bank branches, and non-bank credit institutions must clearly state the reasons.”

Chapter IV
IMPLEMENTING PROVISIONS

Article 13. Implementation Provisions

This Circular takes effect from January 30, 2026.

Article 14. Transitional Provisions

In cases where commercial banks, non-bank credit institutions, and foreign bank branches have submitted applications for approval of the proposed personnel list of commercial banks, non-bank credit institutions, and foreign bank branches before this Circular takes effect, such applications shall continue to be processed according to the provisions of Clause 3 of Article 9 of Circular No. 20/2025/TT-NHNN guiding the files and procedures for approving the proposed personnel lists of commercial banks, foreign bank branches, and non-bank credit institutions.

Article 15. Responsibility for Organizing Implementation

The heads of units under the State Bank of Vietnam, credit institutions, foreign bank branches, representative offices in Vietnam of foreign credit institutions, and other foreign organizations engaged in banking activities are responsible for implementing this Circular./.

 

ANNEX NO. 01

MODEL APPLICATION FOR APPROVAL OF THE PURCHASE OF SHARES IN VIETNAMESE CREDIT INSTITUTIONS
(Annexed to Circular No. 48/2025/TT-NHNN amending and supplementing certain articles of several Circulars of the Governor of the State Bank of Vietnam in the field of management and supervision of banking related to reduction, simplification of administrative procedures, and changes in organizational structure and staffing)

- Section 1. Model application for approval of the purchase of shares in Vietnamese credit institutions by foreign organizations

- Section 2. Model application for approval of the purchase of shares in Vietnamese credit institutions by foreign individuals

 

Section 1. Model Application for Approval of the Purchase of Shares in Vietnamese Credit Institutions by Foreign Organizations
SOCIALIST REPUBLIC OF VIETNAMIndependence - Freedom - Happiness -------------------------

…., day…month…year…..

APPLICATION FOR APPROVAL OF THE PURCHASE OF SHARES
OF VIETNAMESE CREDIT INSTITUTIONS

Respected: State Bank of Vietnam

1. Organization applying to purchase shares:

- Name (full name in capital letters):

- Organization identification number (if applicable).

- Securities trading code:                                            ; Date of issuance:

- Establishment Decision number or Business Registration number:                   ; Issuing authority:

                              ; Date of issuance:

Main office address:

- Telephone number:                             ; Fax:

- SWIFT code:

- Email address:

2. Representative in Vietnam:

- Full name:

- Identity card number/organization identification number/passport number/substitute passport document number:

                                      ; Issuing authority:                               ; Date of issuance:

- Nationality:

- Permanent residence address:

3. Proposed representative authorized by the organization at the Vietnamese credit institution:

- Full name:

- Current workplace and position:

- Relationship with the organization:

- Passport number/substitute passport document number:                 ; Issuing authority:         ; Date of issuance:

- Nationality:

- Permanent residence address:

4. Vietnamese credit institution:

- Name (full name in capital letters):

- Organization identification number (if applicable):

- Establishment Decision number or Business Registration number:               ; Issuing authority:         ; Date of issuance:

- Main office address:

- Telephone number:                             ; Fax:

- Email address:

5. Content of share purchase registration:

- Form of share purchase:

- Number of shares registered for purchase:

- Number of shares and ownership ratio before and after purchasing shares compared to the charter capital of the credit institution...:

- Expected transaction period:

6. Commitments:

After studying the Charter of credit institution... and relevant laws, I hereby commit on behalf of...:

a) To purchase the full number of shares registered;

b) To bear responsibility for the legality of the funds used to purchase shares in credit institution...;

c) To comply with the provisions in the Charter of credit institution..., internal regulations of credit institution..., and relevant laws;

d) To fully assume responsibility for the truthfulness and accuracy of the information provided above and accompanying documents.

 

 

Section 2. Sample Application for Approval to Purchase Shares of Vietnamese Credit Institutions by Foreign Individuals
SOCIALIST REPUBLIC OF VIETNAMIndependence - Freedom - Happiness -------------------------

…., day…month…year...

APPLICATION FOR APPROVAL OF THE PURCHASE OF SHARES
OF VIETNAMESE CREDIT INSTITUTIONS

Respected: State Bank of Vietnam

1. Individual Applying to Purchase Shares:

- Full Name: (in uppercase letters)

- Organization identification number (if applicable):

- Date of Birth:

- Securities Trading Code:                        ; Date of Issue:

- Passport Number/Equivalent Document:                 ; Issuing Authority:                ; Date of Issue:

- Nationality:

- Permanent residence address:

- Telephone number:                             ; Fax:

- Email address:

- Current workplace and position:

2. Representative in Vietnam:

- Full name:

- Identity Card Number/Personal Identification Number (or Passport Number/Equivalent Document):      ; Issuing Authority:                     ; Date of Issue:

- Nationality:

- Permanent residence address:

3. Vietnamese Credit Institution:

- Name (full name in capital letters):

- Organization identification number (if applicable):

- Establishment Decision Number or Business Registration Number:             ; Issuing Authority:       ; Date of Issue:

- Main office address:

- Telephone number:                             ; Fax:

- Email address:

4. Content of Share Purchase Registration:

- Form of share purchase:

- Number of shares registered for purchase:

- Number of shares and ownership ratio before and after purchasing shares compared to the charter capital of the credit institution...:

- Expected transaction period:

5. Commitments:

After studying the Charter of credit institution... and relevant laws, I hereby commit on behalf of...:

a) To purchase the full number of shares registered;

b) To bear responsibility for the legality of the funds used to purchase shares in credit institution...;

c) To comply with the provisions in the Charter of credit institution..., internal regulations of credit institution..., and relevant laws;

d) To fully assume responsibility for the truthfulness and accuracy of the information provided above and accompanying documents.

 

 

ANNEX NO. 03

SAMPLE CURRICULUM VITAE OF INDIVIDUAL
(Annexed to Circular No. 48/2025/TT-NHNN amending and supplementing certain articles of several Circulars of the Governor of the State Bank of Vietnam in the field of management and supervision of banking related to reduction, simplification of administrative procedures, and changes in organizational structure and staffing)

CURRICULUM VITAE

- Place of Birth:

- Nationality (current nationalities):

- Permanent residence address:

- Passport Number/Equivalent Document:                ; Issuing Authority              ; Date of Issue:

2. Educational Qualifications:

3. Work Experience:

Clearly state profession, place of work, and position held from age 18 to present (ensuring continuity over time).

4. Legal Commitment:

I                         , hereby commit that the above statements are true. I accept full responsibility for any information that does not correspond with the truth in this declaration.