Circular No. 49/2025/TT-NHNN on the dossier, procedures for approving changes of non-bank credit institutions

 CIRCULAR

Regulations on the dossier and procedures for approving changes in non-bank credit institutions

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 guiding the dossier and procedures for approving changes in non-bank credit institutions.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

Article 1. This Circular stipulates the dossier and procedures for approving changes, amendments, and supplements to the license of non-bank credit institutions, including:

a) Name and location of the main office;

b) Duration of operation;

c) Registered capital;

d) Purchase, transfer of shares held by shareholders; purchase, sale, transfer of shares held by contributing members; purchase, receipt of transferred shares leading to becoming a major shareholder;

đ) Suspension of transactions for five working days or more, except in cases of suspension due to force majeure events;

e) Amendments and supplements to the license of non-bank credit institutions outside the cases specified in points a, b, c, and d of this Clause.

Article 2. The dossier and procedures for amending and supplementing the license regarding the activities of non-bank credit institutions shall be carried out according to specific guidelines of the State Bank of Vietnam (hereinafter referred to as the State Bank) and relevant laws.

Article 3. The purchase, sale, and transfer of shares or contributions leading to a change in the legal form of non-bank credit institutions shall be carried out in accordance with the regulations of the State Bank and relevant laws.

Article 4. Foreign investors purchasing shares of non-bank credit institutions shall comply with the provisions of the law on foreign investors purchasing shares of Vietnamese credit institutions.

Article 2. Applicability

Article 5. Non-bank credit institutions include comprehensive financial companies and specialized financial companies.

Article 6. Organizations and individuals related to the dossier and procedures for approving changes, amendments, and supplements to the license of non-bank credit institutions as stipulated in this Circular.

Article 3. Explanation of Terms

In this Circular, the competent authority deciding refers to the authority deciding the changes stipulated in Clause 1, Article 1 of this Circular according to the Charter of the non-bank credit institution and consistent with the provisions of the Law on Credit Institutions No. 32/2024/QH15 amended and supplemented by Law No. 96/2025/QH15 (hereinafter referred to as the Law on Credit Institutions) and relevant laws.

Article 4. Authority to approve changes, amendments, and supplements to the license

Clause 1. The Governor of the State Bank examines and approves changes, amendments, and supplements to the license of non-bank credit institutions for the contents stipulated in Clause 1, Article 1 of this Circular, except for the contents stipulated in Clauses 2 and 3 of this Article.

Clause 2. The Director of the Department of Credit Institution Management and Supervision examines and approves changes, amendments, and supplements to the license of non-bank credit institutions for the following contents:

a) Change of name;

b) Change of the location of the main office within the same province or centrally-administered city where the non-bank credit institution's main office is currently located;

c) Change of address of the main office without resulting in a change in the location of the main office of the non-bank credit institution;

d) Increase in the registered capital of limited liability non-bank credit institutions;

đ) Increase in the registered capital of joint-stock non-bank credit institutions, except in cases where the increase in the registered capital of joint-stock non-bank credit institutions comes from convertible bonds, supplementary reserve funds, surplus share capital funds, undistributed profits, and other funds as prescribed by law;

e) Purchase, receipt of transferred shares leading to becoming a major shareholder.

Clause 3. The Director of the State Bank branch in the Regions (hereinafter referred to as the State Bank branch in the Regions) examines and approves the suspension of transactions for five working days or more, except in cases of suspension due to force majeure events.

Article 5. Principles for the establishment, submission, and issuance of results of the dossier

1. The dossier must be established in one set in Vietnamese. Foreign language components of the dossier must be legalized according to Vietnamese law (except where exempted from legalization under Vietnamese law on consular legalization) and translated into Vietnamese. Translations from foreign languages into Vietnamese must be certified with the translator's signature according to Vietnamese law.

2. For components of the dossier that are copies, non-bank credit organizations submit copies issued from the original book or certified copies or copies accompanied by presentation of the original for comparison. In cases where the applicant submits copies accompanied by presentation of the original for comparison, the comparator must sign confirmation on the copy and bear responsibility for the accuracy of the copy compared to the original.

3. The request document must be signed by the legitimate representative of the non-bank credit organization. In cases of signing by proxy, the power of attorney document must be established in accordance with Vietnamese law.

4. The dossier of the non-bank credit organization shall be submitted to the State Bank of Vietnam or its branch in the Region through one of the following methods:

a) Submitting online via the National Public Service Portal (for dossiers specified in Clause 1, Article 10, Clause 3, Article 11, and Clause 1, Article 12 of this Circular).

When submitting online via the National Public Service Portal, the electronic dossier must use digital signatures in accordance with Vietnamese law on administrative procedures in the electronic environment. Documents in the electronic dossier are scanned copies from the original or the original (PDF format files). In cases where the National Public Service Portal encounters technical issues or errors preventing the reception and exchange of electronic information, the declaration, submission, receipt, issuance of results, exchange, and feedback of information shall be conducted through postal services or directly at the One-Stop Service Desk of the State Bank of Vietnam or its branch in the Region;

b) Submitting directly at the One-Stop Service Desk of the State Bank of Vietnam or its branch in the Region;

c) Sending through postal services.

5. The result of the administrative procedure shall be sent to the non-bank credit organization in electronic form through an online method; if the non-bank credit organization requests it, the result may be sent in paper form through postal services or returned directly at the One-Stop Service Desk of the State Bank of Vietnam or its branch in the Region.

Chapter II
Dossier and PROCEDURES FOR APPROVAL OF CHANGES AND AMENDMENTS TO THE LICENSE OF NON-BANK CREDIT ORGANIZATIONS

Article 6. Change of Name

1. The dossier includes:

a) Request document, which must minimally include the following contents:

- Current name;

- Proposed new name ensuring compliance with relevant laws on naming;

- Reason for changing the name;

b) Document from the competent authority deciding on the approval of the name change.

2. Approval Procedure:

a) The non-bank credit organization establishes the dossier and submits it to the State Bank of Vietnam. If the dossier is incomplete or invalid, within seven days from the date of receiving the dossier, the State Bank of Vietnam will issue a document requesting the non-bank credit organization to supplement the dossier;

b) Within ten days from the date of receiving a complete and valid dossier, the State Bank of Vietnam will issue a decision to amend and supplement the License; if there is no amendment or supplementation of the License, the State Bank of Vietnam will issue a document providing reasons for not amending or supplementing the License.

Article 7. Changing the location of the main office

1. The dossier includes:

a) Request document, which must minimally include the following contents:

- Current location;

- Proposed new location;

- Reason for change;

- Plan to install equipment at the new office;

- Plan to move the office to ensure continuity in operations;

b) Document from the competent authority deciding to approve the change in the location of the main office;

c) Documents proving that the non-bank credit institution has the right to use or legally own the office at the new location according to relevant laws;

2. Procedures for approving changes in location within the same province or centrally governed city where the non-bank credit institution currently has its main office:

a) The non-bank credit institution prepares and submits an application to the State Bank. In case the application is incomplete or invalid, the State Bank will issue a document requesting the non-bank credit institution to supplement the application within seven working days from the date of receipt;

b) Within fourteen days from the date of receiving a complete and valid application, the State Bank issues an approval document; if not approved, the State Bank responds in writing with specific reasons;

The approval document of the State Bank is effective for twelve months from the date of signature;

c) At least thirty days before the intended operation date at the approved location, the non-bank credit institution submits a document requesting to amend the main office location on the license to the State Bank, reporting the start date of operations at the approved location and compliance with all legal requirements for the main office;

d) Within three days from the date of receipt of the document from the non-bank credit institution as stipulated in point c of this clause, the Department of Credit Institution Management and Supervision requests the State Bank branch in the region where the non-bank credit institution's main office is located to inspect compliance with all conditions for the main office of the non-bank credit institution planned to be established in the area;

Within five days from the date of receipt of the request from the Department of Credit Institution Management and Supervision, the State Bank branch in the region conducts an inspection of compliance with all conditions for the main office of the non-bank credit institution and provides comments in writing to the Department of Credit Institution Management and Supervision;

đ) Within ten days from the date of receipt of the request as stipulated in point c of this clause, the State Bank issues a decision to amend and supplement the license; if not amended or supplemented, the State Bank responds in writing with specific reasons;

3. Procedures for approving changes in location outside the province or centrally governed city where the non-bank credit institution currently has its main office:

a) The non-bank credit institution prepares and submits an application to the State Bank. In case the application is incomplete or invalid, the State Bank will issue a document requesting the non-bank credit institution to supplement the application within seven working days from the date of receipt;

b) Within seven days from the date of receiving a complete and valid application, the Department of Credit Institution Management and Supervision reviews the application and sends a document seeking opinions from the State Bank branch in the region where the non-bank credit institution's main office is currently located and the proposed new location regarding the change in the main office location of the non-bank credit institution, the impact of such change on the operations of credit institutions in the area, and any proposals or recommendations (if any);

c) Within seven days from the date of receiving the request from the Department of Credit Institution Management and Supervision, the State Bank branch in the region provides comments in writing to the Department of Credit Institution Management and Supervision;

d) Within twelve days from the end of the period for providing comments as stipulated in point c of this clause, the Department of Credit Institution Management and Supervision compiles and presents to the Governor for consideration and decision on issuing an approval document for the change in the main office location of the non-bank credit institution;

đ) Within thirty days from the date of receiving a complete and valid application, the State Bank issues an approval document; if not approved, the State Bank responds in writing with specific reasons;

The approval document of the State Bank is effective for twelve months from the date of signature;

e) At least thirty days before the intended operation date at the approved location, the non-bank credit institution submits a document requesting to amend the main office location on the license to the State Bank, reporting the start date of operations at the approved location and compliance with all legal requirements for the main office;

g) Within three days from the date of receipt of the document from the non-bank credit institution as stipulated in point e of this clause, the Department of Credit Institution Management and Supervision requests the State Bank branch in the region where the non-bank credit institution plans to establish its main office to inspect compliance with all conditions for the main office of the non-bank credit institution planned to be established in the area;

Within five days from the date of receipt of the request from the Department of Credit Institution Management and Supervision, the State Bank branch in the region conducts an inspection of compliance with all conditions for the main office of the non-bank credit institution and provides comments in writing to the Department of Credit Institution Management and Supervision;

h) Within ten days from the date of receipt of the request as stipulated in point e of this clause, the State Bank issues a decision to amend and supplement the license; if not amended or supplemented, the State Bank responds in writing with specific reasons;

4. In cases where there is a change in the address of the main office without a change in the location of the main office, the non-bank credit institution notifies the State Bank of the change in the address of the main office and requests to amend the address of the main office on the license;

Within five days from the date of receipt of the request from the non-bank credit institution, the State Bank issues a decision to amend and supplement the license.

Article 8. Changing the Term of Operation

1. The dossier includes:

a) Request document, which must minimally include the following contents:

- Current term of operation;

- Proposed term of operation to be changed;

- Reasons for changing the term of operation;

b) Report on the organizational structure and activities of the non-bank credit institution, including:

(i) Objectives and strategies from establishment until the date of submitting the application; evaluation of the effectiveness of implementing these strategies for the non-bank credit institution and the Vietnamese economy in general;

(ii) Evaluation of performance over the five consecutive years immediately preceding the year of application submission, including key performance indicators (capital structure, capital utilization, and business results); organization and activities of the management and control systems, internal audit, and internal control system;

(iii) Proposed objectives, strategies, and business plans for the next three years;

c) Document issued by the competent authority approving the change in the term of operation;

d) In cases where the change in the term of operation is not an extension of the term of operation, the non-bank credit institution shall submit the application and documents specified in points a, b, and c of this clause, along with evidence demonstrating the necessity of changing the term of operation.

2. Approval Procedure:

a) At least six months before the expiry date of the License, the non-bank credit institution shall prepare and submit an application to the State Bank. If the application is incomplete or invalid, within ten days from the date of receipt, the State Bank shall issue a document requesting the non-bank credit institution to supplement the application;

b) Within thirty days from the date of receiving a complete and valid application, the State Bank shall issue a decision to amend or supplement the License; if there is no amendment or supplementation, the State Bank shall issue a document explaining the reasons.

Article 9. Increasing the Registered Capital of Limited Liability Non-Bank Credit Institutions

1. The dossier includes:

a) Document requesting approval to increase registered capital and to amend and supplement the License for increasing registered capital of the non-bank credit institution;

b) Document issued by the competent authority approving the plan to increase registered capital of the non-bank credit institution, which must include at least the following contents:

(i) Reasons and necessity for increasing registered capital;

(ii) Current level of registered capital, proposed additional registered capital;

(iii) Planned stages of increasing registered capital during the year, sources of funds for increasing registered capital;

(iv) Estimated time to complete the increase in registered capital;

(v) Projected balance sheet and income statement for the three consecutive years following the increase in registered capital; projected plan for using the additional registered capital in business operations;

(vi) Capability to manage, operate, and control risks with the new scale of registered capital;

c) Explanation document from the non-bank credit institution, confirmed by an auditing organization regarding the impact of the disclaimer opinion on the conditions for increasing capital (in case the audited financial report of the non-bank credit institution contains a disclaimer opinion);

d) For cases where the increase in registered capital is due to contributions from shareholders or members contributing additional capital, in addition to the documents specified in points a, b, and c of this clause, the non-bank credit institution shall supplement the following documents:

(i) Commitment to use legitimate funds from shareholders or members contributing additional capital;

(ii) Document from a Vietnamese commercial bank confirming the amount of additional capital contributed by shareholders or members;

(iii) Financial statements of shareholders or members contributing additional capital for the year immediately preceding the year of application, audited by an independent auditing organization according to the law (except when the shareholder or member is a Vietnamese credit institution). In case the audited financial statements are not available at the time of application submission, un-audited financial statements shall be submitted and the audited financial statements must be submitted immediately upon issuance by the auditing organization and the non-bank credit institution shall be responsible for the content of the submitted financial statements;

đ) For cases where the increase in registered capital is due to contributions from new members, in addition to the documents specified in points a, b, c, and d(i), d(ii) of this clause, the non-bank credit institution shall supplement the documents of new members as required for founding members establishing a non-bank credit institution under relevant laws;

e) For cases where the increase in registered capital is from undistributed profits and other reserves as prescribed by law, in addition to the documents specified in points a, b, and c of this clause, the non-bank credit institution shall supplement information about supplementary capital reserve funds, undistributed profits, and other reserves determined by independent audits; information about the amount from supplementary capital reserve funds, undistributed profits, and other reserves used to increase registered capital.

2. Approval Procedure:

a) The non-bank credit institution shall prepare and submit an application to the State Bank. If the application is incomplete or invalid, within ten days from the date of receipt, the State Bank shall issue a document requesting the non-bank credit institution to supplement the application;

b) Within thirty days from the date of receiving a complete and valid application, the State Bank shall issue a decision to amend or supplement the License; if there is no amendment or supplementation, the State Bank shall issue a document explaining the reasons.

Article 10. Increase in Charter Capital of Non-Bank Financial Institutions

1. The application dossier for approval to increase charter capital from convertible bonds, supplementary capital reserve fund, share premium reserve fund, undistributed profit, and other funds as prescribed by law of non-bank financial institutions shall include the following documents:

a) A request document for approval to increase charter capital of non-bank financial institutions, specifying the number and date of the document issued by the competent authority deciding on the charter capital increase plan of the non-bank financial institution;

b) The charter capital increase plan approved by the competent authority, which must at least contain the following contents:

(i) Reasons and necessity for increasing registered capital;

(ii) Current level of registered capital, proposed additional registered capital;

(iii) Planned capital increase tranches in the year, sources for increasing charter capital; information about planned issuance tranches in the year; issuance plans for each tranche. In case of increasing charter capital through the conversion of convertible bonds into ordinary shares, the charter capital increase plan must include the following contents:

- Total value of issued convertible bonds, issuance tranches, bond term, conversion ratio of convertible bonds into ordinary shares, conversion plan of convertible bonds into ordinary shares;

- Total value of convertible bonds converted into ordinary shares, total value of convertible bonds proposed to be converted, conversion ratio of convertible bonds into ordinary shares, conversion time;

(iv) Estimated time to complete the increase in registered capital;

(v) Projected balance sheet and income statement for the next year after increasing charter capital; projected plan for using additional charter capital in business operations;

(vi) Management, operation, and risk control capability with respect to the new level of charter capital;

c) Explanation document from the non-bank credit institution, confirmed by an auditing organization regarding the impact of the disclaimer opinion on the conditions for increasing capital (in case the audited financial report of the non-bank credit institution contains a disclaimer opinion);

d) List of shareholders and their shareholding ratios exceeding 5% of the voting share capital and current charter capital and projected charter capital after the increase; list of shareholders and related parties of those shareholders with shareholding ratios exceeding 10% of the current charter capital and projected charter capital after the increase. These lists must include the following information:

(i) For individuals: Full name; identity card number or personal identification number (for individuals with Vietnamese citizenship); passport number or substitute travel document, issue date, issuing authority (for individuals without Vietnamese citizenship);

(ii) For organizations: Organization name, main office address, business registration certificate number or equivalent document, issue date, issuing authority; full name, identity card number or personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, issue date, issuing authority (for individuals without Vietnamese citizenship) of the organization's authorized representative;

(iii) Number of shares and shareholding ratio compared to the number of voting shares and current charter capital and projected charter capital after the non-bank financial institution increases its charter capital (specifying the number of ordinary shares and preferred shares);

đ) Report on the total foreign investor shareholding (individuals, foreign organizations) currently and projected after the non-bank financial institution increases its charter capital.

2. The application dossier for approval to increase charter capital outside the cases stipulated in Clause 1 of this Article of non-bank financial institutions shall include the following documents:

a) Documents specified in points b, c, d, đ Clause 1 of this Article;

b) A request document for approval to increase charter capital of non-bank financial institutions, including a commitment to have notified shareholders and investors of shareholder rights and obligations as prescribed in the Law on Credit Institutions, including the obligations stipulated in point c Clause 1 and Clause 2 Article 62 of the Law on Credit Institutions;

c) Declaration form of related parties of individuals and organizations expected to be major shareholders according to the model attached to this Circular;

d) Declaration form of tax payments of individuals and organizations expected to be major shareholders in the most recent year up to the submission time, accompanied by the final income tax return submitted to the tax authority as prescribed by law;

đ) Report on credit outstanding as of the submission time of individuals and organizations expected to be major shareholders of non-bank financial institutions, major shareholders, board members, supervisory board members, general managers (managers) expected to participate in purchasing or receiving transfer of shares to increase the charter capital of non-bank financial institutions, including at least the following information: name of the financial institution, foreign bank branch providing credit, loan classification, and purpose of credit;

e) Copy of the business registration certificate or equivalent document of the organization expected to be a major shareholder (except for Vietnamese organizations);

g) Financial statements of the organization expected to be a major shareholder for the year immediately preceding the year of the capital increase request, audited by an independent auditing organization as prescribed by law (except when the organization expected to be a major shareholder is a Vietnamese financial institution). If there is no audited financial statement at the time of submitting the application, submit the unaudited financial statement and must submit the audited financial statement immediately upon receipt of the audit report from the auditing organization and bear responsibility for the content of the submitted financial statement.

3. After completing the charter capital increase, the non-bank financial institution shall submit to the State Bank documents proving completion of the charter capital increase, including:

a) Request document for amendment and supplement to the license regarding the increase in charter capital of the non-bank financial institution;

b) Report on the shareholder structure after the non-bank financial institution has increased its charter capital, including the contents stipulated in points d, đ Clause 1 of this Article;

c) In case of increasing charter capital as prescribed in Clause 1 of this Article, the non-bank financial institution must also submit a document from the State Securities Commission regarding the issuance of shares;

d) In case of increasing charter capital as prescribed in Clause 2 In this case, the non-bank credit institution must submit along with the securities issuance announcement document issued by the State Securities Commission; the report on the results of the securities issuance round; the confirmation document from the bank where the escrow account is opened regarding the amount collected during the securities issuance round.

4. Approval procedures:

a) The non-bank credit institution shall prepare and submit an application to the State Bank. If the application is incomplete or invalid, within ten days from the date of receipt, the State Bank shall issue a document requesting the non-bank credit institution to supplement the application;

b) Within twenty-five days from the date of receiving complete valid files, the Credit Institution Management and Supervision Department shall submit to the Governor for examination and decision to issue an approval document or a non-approval document regarding the request of the non-bank credit institution as stipulated in Clause 1 of this Article;

c) Within thirty days from the date of receiving complete valid files, the State Bank shall issue an approval document or a non-approval document regarding the request of the non-bank credit institution. In case of non-approval, the State Bank shall reply in writing and specify the reasons;

d) The approval document for increasing the charter capital shall be effective within twelve months from the date of signing. In case the increase in charter capital has not been completed within the permitted period, if the competent authority of the non-bank credit institution approves the change in the plan for increasing the charter capital that has been approved by the State Bank, the approval document for increasing the charter capital shall automatically become invalid;

đ) Within ten days from the completion date of the increase in charter capital, the non-bank credit institution shall submit to the State Bank the documents as prescribed in Clause 3 of this Article;

e) Within twenty days from the date of receiving complete valid files, the State Bank shall issue a decision to amend and supplement the License regarding the content of increasing the charter capital of the non-bank credit institution. In case of refusal, the State Bank shall reply in writing and specify the reasons;

Article 11. Purchase, Sale, Transfer of Share Capital Contributions of Owners and Shareholders

1. The application file for approval of purchase, sale, transfer of share capital contributions to the buyer and transferee who are current shareholders of the non-bank credit institution shall include the following documents:

a) Request document, which must minimally include the following contents:

- Name and main office address of the seller, buyer, transferor, and transferee;

- Proportion of share capital contribution to be transferred; ownership ratio and value of the share capital contributions of the shareholders before and after the purchase, sale, transfer;

- Anticipated date of purchase, sale, transfer;

- Reasons for purchase, sale, transfer;

b) Document of the competent authority of the seller, transferor, buyer, and transferee approving the purchase, sale, transfer of share capital contributions;

c) Request document for purchasing, accepting the transfer of share capital contributions signed by the authorized representative of the buyer and transferee;

d) Agreement and commitment document for the purchase, sale, transfer of share capital contributions between the seller, transferor and the buyer, transferee;

đ) Commitment to use legitimate funds of the buyer and transferee to purchase, accept the transfer of share capital contributions of the non-bank credit institution;

e) Financial statements of the buyer and transferee for the most recent year prior to the year of purchase, sale, transfer of share capital contributions audited by an independent auditing organization in accordance with the law (except when the buyer and transferee are Vietnamese credit institutions). In case there is no audited financial statement at the time of submitting the application file, the un-audited financial statement shall be submitted and the audited financial statement must be submitted immediately upon issuance of the audit report by the auditing organization and the applicant must bear responsibility for the contents of the submitted financial statement.

2. The application file for approval of purchase, sale, transfer of share capital contributions to the new shareholder shall include:

a) Documents as prescribed in points a, b, c, d, đ of Clause 1 of this Article;

b) Documents of the new shareholder of the non-bank credit institution as required for the founding shareholder establishing a non-bank credit institution under relevant laws;

3. The application file for approval of purchase, sale, transfer of share capital contributions to the new owner shall include:

a) Documents as prescribed in points a, c, d, đ of Clause 1 of this Article;

b) Document of the competent authority of the seller, transferor, buyer, and transferee approving the content of the purchase, sale, transfer plan of share capital contributions;

c) Plan for purchase, sale, transfer of share capital contributions, including the following minimum contents:

(i) Name, address, and website (if available) of the non-bank credit institution;

(ii) Information of the seller, transferor, buyer, transferee: Name of organization, main office address, business registration number or equivalent document, date and place of issuance; full name, national identification number or personal identification number (for Vietnamese citizens), passport number or substitute document, date and place of issuance (for non-Vietnamese citizens) of the authorized representative of the organization;

(iii) Reasons for purchase, sale, transfer of share capital contributions;

(iv) Summary of financial situation and operating results, compliance with safety ratios in the operation of the non-bank credit institution in the most recent year prior to the submission of the application file and at the time of purchase, sale, transfer of share capital contributions;

(v) Rights and obligations of the seller, transferor, buyer, transferee and related organizations and individuals (if any);

(vi) Transfer price, payment term and method; deadline for transferring the non-bank credit institution to the new owner;

(vii) Responsibilities of the seller, transferor and buyer, transferee for costs incurred during the transfer process;

(viii) Plans for handling situations where a party unilaterally cancels the purchase, sale, transfer agreement;

(ix) Anticipations about organizational structure, personnel, network operations, and other issues related to the organization and operation of the non-bank credit institution after the purchase, sale, transfer of share capital contributions;

(x) Business plan expected for the first three years of the non-bank financial institution after purchase and sale, transfer, including at least the following contents: Market analysis, strategy, objectives and business plans; projected financial reports for each year (balance sheet; profit and loss statement, cash flow statement); limits and safety ratios in operations; performance indicators and explanations of the ability to achieve financial targets in each year;

(xi) Measures for transitioning and integrating management information systems, internal control systems, internal audit systems, data transmission systems to ensure smooth operation before and after purchase and sale, transfer;

d) The new owner's file of the non-bank financial institution as the file required for the establishment of a non-bank financial institution according to relevant laws;

4. Approval procedures:

a) The non-bank financial institution prepares and submits a dossier to the State Bank. In case the dossier is incomplete or invalid, within 10 working days from the date of receipt of the dossier, the State Bank issues a document requesting the non-bank financial institution to supplement the dossier;

b) Within 35 days from the date of receiving a complete and valid dossier, the State Bank issues a document approving or not approving the request of the non-bank financial institution. In case of rejection, the State Bank replies in writing and specifies the reasons;

c) Within three months from the date the State Bank issues an approval document, the parties involved in the purchase and sale, transfer must complete the purchase and sale, transfer of share capital. Beyond this period, if the parties involved in the purchase and sale, transfer do not implement the purchase and sale, transfer of share capital, the State Bank's approval document shall automatically become invalid;

d) Within five working days from the date of completing the purchase and sale, transfer, the non-bank financial institution sends the State Bank a report on the results of implementation accompanied by documents proving the completion of the purchase and sale, transfer;

5. For non-bank financial institutions under special supervision implementing the transfer of the entire share capital according to the approved restructuring plan, after completing the transfer of the entire share capital, the non-bank financial institution must send the State Bank a report on the results of implementing the share capital transfer, a list and contribution ratio of shareholders before and after the transfer accompanied by documents proving the completion of the entire share capital transfer;

6. In cases where the purchase and sale, transfer of share capital leads to the need to amend and supplement the License related to the operating term, owner, shareholders, the amendment and supplementation of the License shall be carried out as follows:

a) The non-bank financial institution prepares and submits a dossier to the State Bank. The dossier includes:

(i) A document requesting the amendment and supplementation of the License and evidence proving the completion of the purchase and sale, transfer of share capital as stipulated in point d clause 4 or clause 5 of this Article;

(ii) In cases where the operating term changes due to a change in ownership, in addition to the dossiers specified in point a(i) of this clause, the non-bank financial institution supplements a document on the operating term of the owner;

b) Within 14 days from the date of receiving a complete and valid dossier, the State Bank issues a decision amending and supplementing the License according to the request of the non-bank financial institution. In case of rejection, the State Bank replies in writing and specifies the reasons.

Article 12. Purchase, receipt of transferred shares leading to becoming a major shareholder

1. Documents for requesting approval for purchase, receipt of transferred shares leading to becoming a major shareholder:

a) A request document, which must include at least the following contents:

(i) Information about the seller, transferor, and buyer, recipient of the shares:

- For individuals: Full name; identification number or personal identification number (for individuals with Vietnamese citizenship); passport number or substitute travel document, date of issue, place of issue (for individuals without Vietnamese citizenship);

- For organizations: Name of organization, main office address, business registration certificate number or establishment permit number or equivalent document, date of issue, place of issue; full name, identification number or personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, date of issue, place of issue (for individuals without Vietnamese citizenship) of the legal representative of the organization;

(ii) Number of shares purchased, received, total nominal value of shares purchased, received;

(iii) Number of shares owned, total nominal value of shares owned, shareholding ratio compared to the charter capital of the non-bank financial institution before and after purchasing, receiving;

(iv) Expected transaction date;

(v) Content of commitments already notified to shareholders, investors regarding the rights and obligations of shareholders as stipulated in the Law on Credit Institutions, including all obligations specified in point c, Clause 1 and Clause 2, Article 62 of the Law on Credit Institutions;

(b) A request document for purchasing, receiving shares signed by the legal representative of the buyer, recipient;

(c) An agreement, commitment document for purchasing, receiving shares between the seller and the buyer, transferor and recipient;

(d) List of major shareholders and related parties of the non-bank financial institution before and after purchasing, receiving shares, specifying:

(i) For individuals: Full name; identity card number or personal identification number (for individuals with Vietnamese citizenship); passport number or substitute travel document, issue date, issuing authority (for individuals without Vietnamese citizenship);

(ii) For organizations: Organization name, main office address, business registration certificate number or equivalent document, issue date, issuing authority; full name, identity card number or personal identification number (for individuals with Vietnamese citizenship), passport number or substitute travel document, issue date, issuing authority (for individuals without Vietnamese citizenship) of the organization's authorized representative;

(iii) Number of shares and shareholding ratio compared to the voting capital and compared to the charter capital of the non-bank financial institution after purchasing, receiving shares (specifying the number of ordinary shares and preferred shares);

đ) Report on credit debt up to the time of submitting the application of the buyer, recipient, including at least information on the name of the credit institution, foreign bank branch providing credit, loan classification and purpose of credit;

e) Declaration form of related parties of the buyer, recipient according to the model prescribed in the Appendix issued together with this Circular;

g) Declaration form of tax books paid by the buyer, recipient in the most recent year up to the submission time, accompanied by the final income tax declaration submitted to the tax authority according to the law;

h) Copy of the business registration certificate or establishment permit or equivalent document of the buyer, recipient (except in cases where the buyer, recipient is a Vietnamese organization);

i) Financial report of the buyer, recipient for the immediately preceding year before the year of submitting the application, audited by an independent auditing organization according to the law (except in cases where the buyer, recipient is a Vietnamese credit institution). In case there is no audited financial report at the time of submitting the application, submit the un-audited financial report and must submit the audited financial report immediately after the auditing organization issues the audit report and must be responsible for the content of the submitted financial report.

2. Approval Procedure:

a) The non-bank credit institution shall prepare and submit an application to the State Bank. If the application is incomplete or invalid, within ten days from the date of receipt, the State Bank shall issue a document requesting the non-bank credit institution to supplement the application;

b) Within thirty days from the date of receiving complete valid documents, the State Bank shall issue a written approval or disapproval of the request of the non-bank financial institution. In case of refusal, the State Bank shall reply in writing and specify the reasons.

3. Within five working days from the completion of the purchase, receipt of transferred shares leading to becoming a major shareholder, the non-bank financial institution shall submit a written report to the State Bank.

Article 13. Suspension of transactions for five working days or more, except in cases where the suspension of transactions is due to force majeure events.

1. The dossier includes:

a) A request document, which must include at least the following contents:

- The number of days and the time period expected for the suspension of transactions;

- The reasons for suspending transactions;

- Proposed measures to minimize the impact of the suspension of transactions on the rights and interests of customers;

b) A document from the competent authority deciding to approve the suspension of transactions.

2. Approval Procedure:

a) At least thirty days before the expected date of suspension of transactions, non-bank credit institutions shall prepare and submit a dossier to the State Bank of Vietnam branch in the region where the non-bank credit institution's headquarters is located. In case the dossier is incomplete or invalid, within ten days from the date of receipt of the dossier, the State Bank of Vietnam branch in the region shall issue a document requesting the non-bank credit institution to supplement the dossier;

b) Within ten days from the date of receiving a complete and valid dossier, the State Bank of Vietnam branch in the region shall examine and issue a document approving or not approving the request of the non-bank credit institution. In case of rejection, the State Bank of Vietnam branch in the region shall respond in writing and specify the reasons.

Article 14. Amendment and supplementation of the License of non-bank credit institutions as stipulated in point e, Clause 1, Article 1 of this Circular

1. The dossier includes:

a) Request document, which must minimally include the following contents:

- Reasons and necessity for amending and supplementing the License;

- Proposed solutions related to the amendment and supplementation of the License that affect the organization and operations of non-bank credit institutions;

b) A document from the competent authority deciding to approve the amendment and supplementation of the License;

c) Documents proving the necessity of amending and supplementing the License, other documents as prescribed by law.

2. Approval Procedure:

a) The non-bank credit institution shall prepare and submit an application to the State Bank. If the application is incomplete or invalid, within ten days from the date of receipt, the State Bank shall issue a document requesting the non-bank credit institution to supplement the application;

b) Within twenty days from the date of receiving a complete and valid dossier, the Credit Institution Management and Supervision Department shall submit it to the Governor for examination and decision on amending and supplementing the License;

c) Within twenty-five days from the date of receiving a complete and valid dossier, the State Bank of Vietnam shall issue a decision to amend and supplement the License. In case of rejection, the State Bank of Vietnam shall respond in writing and specify the reasons.

Article 15. Notification to the business registration agency about changes of non-bank credit institutions during their operation

1. Within three working days from the date the State Bank of Vietnam issues a Decision to amend and supplement the License of non-bank credit institutions, the Credit Institution Management and Supervision Department shall be responsible for notifying in writing the business registration agency to update the national information system on business registration.

2. In addition to the information specified in Clause 1 of this Article, in cases where non-bank credit institutions have changes in information under the business registration content as prescribed by law on business registration but have not updated such information on the national information system on business registration, the non-bank credit institution shall send a document to the State Bank of Vietnam (Credit Institution Management and Supervision Department) to notify the business registration agency.

Within three working days from the date of receipt of the document from the non-bank credit institution, the Credit Institution Management and Supervision Department shall be responsible for notifying in writing the business registration agency to update the national information system on business registration.

Chapter III
IMPLEMENTATION

Article 16. Responsibilities of Non-Bank Credit Institutions

1. Implement the provisions on the dossier and procedures for approval of changes and amendments to and supplements of the License as stipulated in this Circular and bear legal responsibility for the accuracy, completeness, and truthfulness of the information provided in the dossier.

2. Supplement the dossier according to the request of the State Bank of Vietnam or its branch in the Region within a maximum period of 45 days from the date of receipt of the request for dossier supplementation. If the non-bank credit institution fails to supplement the dossier within the above-mentioned time limit, the State Bank of Vietnam or its branch in the Region will not consider the application for change approval.

3. Amend and supplement the Charter in accordance with the content of the changes approved by the State Bank of Vietnam and publish information in accordance with the Law on Credit Institutions and the provisions of this Circular.

Article 17. Responsibility for Implementation

The heads of units under the State Bank of Vietnam and non-bank credit institutions shall be responsible for organizing the implementation of this Circular.

Article 18. Effective Date

1. This Circular takes effect from February 6, 2026.

2. This Circular abolishes the following provisions:

a) Circular No. 25/2017/TT-NHNN dated December 29, 2017 issued by the Governor of the State Bank of Vietnam on the dossiers, procedures, and approval processes for changes in non-bank credit institutions;

b) Article 2 of Circular No. 30/2024/TT-NHNN dated June 30, 2024 issued by the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circulars on dossiers, procedures for approval of changes and network operations of non-bank credit institutions.

Article 19. Transitional Provisions

Non-bank credit institutions that have submitted complete and valid dossiers requesting approval for changes in one or more contents stipulated in Clause 1, Article 1 of this Circular before the effective date of this Circular and which comply with the laws at that time may continue to implement in accordance with Circular No. 25/2017/TT-NHNN dated December 29, 2017 issued by the Governor of the State Bank of Vietnam on dossiers, procedures, and approval processes for changes in non-bank credit institutions, as amended and supplemented in 2024.

 

Appendix

(Issued together with Circular No. 49/2025/TT-NHNN dated December 23, 2025 of the Governor of the State Bank of Vietnam)

Governor of the State Bank of Vietnam)

SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness

________________

DECLARATION OF RELATED PERSONS

Respected: State Bank of Vietnam

1. Information of declarant

2. Related person

I hereby declare that the above declaration is true and correct. In case of any untruthfulness, I will fully bear the legal responsibility.

GUIDELINES FOR COMPLETING THE DECLARATION FORM

1. For the section on declarant's information: Complete the information of individuals, organizations, buyers, intended transferees who are expected to become major shareholders of non-bank credit institutions.

a) For individuals, complete the following items:

- For individuals with Vietnamese citizenship: Full name; date of birth; citizen identification number or personal identification number; current address (if different from registered place of residence or temporary residence).

- For individuals without Vietnamese citizenship: Full name; date of birth; passport number or equivalent document number, issue date, issuing authority; current address.

- Position appointed or elected at the non-bank credit institution.

b) For organizations, complete the following items:

- Name of organization;

- Address;

- Registration certificate number or business registration certificate number or equivalent document number, issue date, issuing authority.

2. For the section on related persons

2.1. Column (2): List the declarant and all related persons of the declarant who are individuals, organizations, buyers, intended transferees expected to become major shareholders of non-bank credit institutions, "related persons" referred to in the Law on Credit Institutions and regulations of the State Bank of Vietnam.

2.2. Column (3): Based on the actual relationship of the related person in column (2) falling under specific cases as prescribed in the Law on Credit Institutions and relevant regulations, fill in column (3).

2.3. Column (4): Clearly state the names and addresses of credit institutions in which capital contributions have been made.

2.4. For the section to be completed at (6): If it is an organization, the signatory of the declarant must be a legitimate representative of the organization and affix the seal.