Circular No. 50/2018/TT-NHNN on the dossier, procedures, and formalities for approving certain changes in commercial banks and foreign bank branches.

CIRCULAR

Regulations on Documents, Procedures, and Formalities for Approving Certain Changes in Commercial Banks and Branches of Foreign Banks

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

Pursuant to the Law on Credit Institutions dated June 16, 2010 and the Law Amending and Supplementing Certain Articles of the Law on Credit Institutions dated November 20, 2017;

Decree No. Decision No. 16/2017/NĐ-CP dated February 17, 2017, of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Inspectorate and Supervision Department;

The Governor of the State Bank of Vietnam promulgates this Circular stipulating documents, procedures, and formalities for approving certain changes in commercial banks and branches of foreign banks.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular stipulates on:

a) Documents, procedures, and formalities for approving changes, amendments, and supplements to the business license of commercial banks and the branch establishment license of foreign banks (hereinafter referred to as the License) concerning the following contents:

(i) Changing the name and main office location of commercial banks; changing the name and location of branches of foreign banks;

(ii) Increasing the charter capital of commercial banks and the authorized capital of foreign bank branches;

(iii) Extending the operating period;

b) Documents, procedures, and formalities for approving changes in commercial banks and branches of foreign banks:

(i) Purchase, transfer of shares held by the owner of a single-member limited liability commercial bank; purchase, transfer of shares held by shareholders of a multi-member limited liability commercial bank;

(ii) Purchase, transfer of large shareholder's shares; purchase, transfer of shares leading to becoming a large shareholder of a commercial bank;

(iii) Temporarily suspending business operations for five working days or more, except in cases of force majeure.

2. The purchase and transfer of shares or contributions leading to a change in the legal form of commercial banks shall be carried out in accordance with the regulations of the State Bank and relevant laws.

3. The transfer of all contributions or charter capital of commercial banks that have been compulsorily purchased shall be implemented in accordance with Clause 3, Article 3 of the Law Amending and Supplementing Certain Provisions of the Law on Credit Organizations dated November 20, 2017.

4. Foreign investors purchasing shares of Vietnamese commercial banks shall comply with the provisions of the law on foreign investment in purchasing shares of Vietnamese credit organizations.

Article 2. Applicability

1. Commercial banks.

2. Branches of foreign banks.

3. Organizations and individuals related to the documents, procedures, and formalities for approving changes in commercial banks and branches of foreign banks stipulated in this Circular.

Article 3. Principles for Preparing and Submitting Application Documents

1. The application documents must be prepared in one set in Vietnamese. Foreign language documents must be legalized according to Vietnamese law (except where 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.

2. For copies of documents, commercial banks and foreign bank branches must submit copies issued from original books or certified copies or copies accompanied by the original for comparison. In cases where the applicant submits copies accompanied by the original for comparison, the person comparing must sign confirmation on the copy and bear responsibility for the accuracy of the copy compared to the original.

3. The application letter must be signed by the legitimate representative of the commercial bank or foreign bank branch. In case of signing by proxy, the application documents must include a power of attorney established in accordance with the law.

4. The documents may be submitted directly or sent through postal service to the State Bank of Vietnam (through the Inspectorate and Supervision Department) or the State Bank branch in the province/city authorized (hereinafter collectively referred to as the State Bank).

Article 4. Approval Authority

1. The Governor of the State Bank approves the changes specified in Clause 1, Article 1 of this Circular for commercial banks and foreign bank branches with significant scale as decided by the Governor of the State Bank.

2. The Director of the State Bank branch in the province/city approves the changes specified in Clause 1, Article 1 of this Circular for foreign bank branches located within their jurisdiction, except in the cases specified in Clause 1 of this Article.

Chapter II

DOCUMENTS, PROCEDURES, AND FORMALITIES FOR APPROVING CHANGES IN COMMERCIAL BANKS AND BRANCHES OF FOREIGN BANKS

Article 5. Change of Name

1. Application documents include:

a) Application letter, which must minimally include the following contents:

(i) Current name;

(ii) Proposed new name ensuring compliance with relevant laws on naming;

(iii) Reason for changing the name;

b) Resolution or decision of the Shareholders' Meeting for joint-stock commercial banks, Resolution or decision of the Board of Members for limited liability commercial banks with two or more members, Decision of the owner for a single-member limited liability commercial bank regarding the change of the commercial bank's name; Letter from the parent bank regarding the change of the name of the foreign bank branch in Vietnam.

2. Approval procedures:

a) Commercial banks and foreign bank branches prepare and submit documents to the State Bank. If the documents are incomplete or invalid, within seven working days from receipt of the documents, the State Bank will issue a letter requesting the commercial bank or foreign bank branch to supplement and complete the documents;

b) Within forty working days from receiving complete and valid documents, the State Bank examines and issues a decision to amend the License; if not approved, the State Bank will issue a reply letter stating the reasons.

Article 6. Changing the location of the main office of a commercial bank or the location of the branch office of a foreign bank within the same province or city where the commercial bank's main office or the foreign bank's branch office is currently located.

1. Application documents include:

a) Application letter, which must minimally include the following contents:

(i) Current location;

(ii) Proposed new location;

(iii) Reason for the change;

(iv) Plan for installing equipment at the new office to ensure compliance with legal requirements for office conditions;

(v) Plan for moving the office to ensure continuity in operations;

b) Resolution or decision of the Shareholders' Meeting for joint-stock commercial banks, Resolution or decision of the Board of Members for limited liability commercial banks with two or more members, Decision of the owner for limited liability commercial banks with one member through changing the location of the main office; Document from the parent bank through changing the location of the branch office of a foreign bank in Vietnam;

c) Documents proving that the commercial bank or foreign bank branch has the right to use or will have the right to legally use the office at the new location.

2. Approval procedures:

a) Commercial banks and foreign bank branches prepare and submit documents to the State Bank. If the documents are incomplete or invalid, within seven working days from receipt of the documents, the State Bank will issue a letter requesting the commercial bank or foreign bank branch to supplement and complete the documents;

b) Within twenty-five working days from the date of receiving complete valid files, the State Bank shall issue a document approving the request to change the location of the main office of a commercial bank or the branch office of a foreign bank. In case of non-approval, the State Bank shall issue a document providing reasons for non-approval. The approval document of the State Bank shall be effective for twelve months from the date of signing.

3. At least thirty working days before the expected operation date at the approved location, the commercial bank or foreign bank branch shall submit a document requesting to amend the location of the main office of the commercial bank or the branch office of the foreign bank on the License to the State Bank, reporting the start date of operations at the approved location and compliance with all legal conditions for the office.

4. Within fifteen working days from the date of receipt of the document specified in Clause 3 of this Article, the State Bank shall issue a decision amending the location of the main office of the commercial bank or the branch office of the foreign bank on the License.

Article 7. Changing the location of the main office of a commercial bank or the location of the branch office of a foreign bank outside the province or city where the commercial bank's main office or the foreign bank's branch office is currently located.

1. Application documents include:

a) For commercial banks: The file components prescribed in Clause 1 of Article 6 of this Circular.

b) For foreign bank branches:

(i) The file components prescribed in Clause 1 of Article 6 of this Circular;

(ii) Business plan for the first three years in the new area, including at least the following contents: Analysis and assessment of banking service needs in the new operating area; Forecasted business strategy and clearly stated changes in business strategy (if any); Forecasted business results in the first three years of operation in the new area and related explanations.

2. Approval procedures:

a) Commercial banks and foreign bank branches prepare and submit documents to the State Bank. If the documents are incomplete or invalid, within seven working days from receipt of the documents, the State Bank will issue a letter requesting the commercial bank or foreign bank branch to supplement and complete the documents;

b) Within twenty-five working days from the date of receiving complete valid files, the State Bank shall issue a document approving the request to change the location of the main office of a commercial bank or the branch office of a foreign bank; in case of non-approval, the State Bank shall issue a document providing reasons for non-approval.

3. The approval document of the State Bank shall be effective for twelve months from the date of signing.

4. At least thirty working days before the expected operation date at the approved location, the commercial bank shall submit a document requesting to amend the location of the main office, and the foreign bank branch shall submit a document requesting to amend the location of the branch office on the License to the State Bank, reporting the start date of operations at the approved location and compliance with all legal conditions for the office.

5. Within fifteen working days from the date of receipt of the document specified in Clause 4 of this Article, the State Bank shall issue a decision amending the location of the main office of the commercial bank or the branch office of the foreign bank on the License.

Article 8. Changing the address of the main office of a commercial bank or the branch of a foreign bank without resulting in a change of location

1. In cases where the address of the main office of a commercial bank or the branch of a foreign bank changes but does not result in a change of location, the commercial bank or the foreign bank branch shall submit a written request to amend the address of the main office and supporting documents proving the change of address to the State Bank of Vietnam (except for changes due to administrative boundary adjustments).

2. Within thirty working days from the date of receipt of the written request from the commercial bank or the foreign bank branch, the State Bank of Vietnam shall issue a decision to amend the address of the main office of the commercial bank or the branch of the foreign bank on the License.

Article 9. Extension of Operating Period

1. Application documents include:

a) Application letter, which must minimally include the following contents:

(i) Current period of operation;

 (ii) Anticipated extended period of operation;

 (iii) Reasons for extending the period of operation;

b) Resolution or decision of the Shareholders' Meeting for joint-stock commercial banks, Resolution or decision of the Board of Members for limited liability commercial banks with two or more members, Decision of the sole owner for a single-member limited liability commercial bank regarding the extension of the operating period of the commercial bank; Document of the parent bank regarding the extension of the operating period of the foreign bank branch in Vietnam;

c) A comprehensive report on the organizational structure and operations of the commercial bank, foreign bank branch in Vietnam, including:

(i) An overall assessment of activities over the three consecutive years prior to the submission of the application, including key performance indicators related to capital structure, capital utilization, and business results; organization and operations of the management and control system, internal audit, and internal control system;

(ii) Anticipated business plan for the next three years.

2. Approval procedures:

a) At least six months before the expiration date of the License, the commercial bank or foreign bank branch shall prepare and submit an application to the State Bank of Vietnam. If the application is incomplete or invalid, within seven working days from the date of receipt of the application, the State Bank of Vietnam shall issue a written notice requesting the commercial bank or foreign bank branch to supplement and complete the application;

b) Within forty working days from the date of receipt of a valid and complete application, the State Bank of Vietnam shall issue a decision to amend the period of operation of the commercial bank or foreign bank branch on the License; if the amendment is not approved, the State Bank of Vietnam shall issue a written response stating the reasons.

Article 10. Suspension of business operations for five working days or more, except in cases where suspension is due to force majeure events.

1. Application documents include:

a) Application letter, which must minimally include the following contents:

(i) The number of days and time expected for temporarily suspending business operations; 

(ii) Reasons and necessity for temporarily suspending business operations; 

(iii) Proposed measures to minimize the impact of temporarily suspending business operations on the rights and interests of customers;

b) Resolution or decision of the Board of Directors for joint-stock commercial banks, Resolution or decision of the Board of Members for limited liability commercial banks regarding the temporary suspension of business operations; Decision of the General Director of the foreign bank branch regarding the temporary suspension of business operations;

c) Documents proving the necessity for temporarily suspending business operations.

2. Approval procedures:

a) At least forty-five working days before the anticipated date of temporarily suspending business operations, the commercial bank or foreign bank branch shall prepare and submit an application to the State Bank of Vietnam. If the application is incomplete or invalid, within seven working days from the date of receipt of the application, the State Bank of Vietnam shall issue a written notice requesting the commercial bank or foreign bank branch to supplement and complete the application;

b) Within thirty working days from the date of receipt of a valid and complete application, the State Bank of Vietnam shall issue a written approval of the application submitted by the commercial bank or foreign bank branch; if the application is not approved, the State Bank of Vietnam shall issue a written response stating the reasons.

3. At least seven working days before the date of temporarily suspending business operations approved by the State Bank of Vietnam, the commercial bank or foreign bank branch shall be responsible for publishing the information on the State Bank of Vietnam's communication channels, the commercial bank's or foreign bank branch's communication channels, and in at least three consecutive issues of a daily newspaper or on a Vietnamese online news site, which must include information about the time and reasons for temporarily suspending business operations.

Article 11. Increasing the charter capital of joint-stock commercial banks from converting convertible bonds, additional reserve funds, surplus share capital, retained earnings, and other funds as prescribed by law.

1. Application documents include:

a) Application letter, which must minimally include the following contents:

(i) The necessity for increasing the charter capital;

 (ii) The current level of charter capital, specifying the number of ordinary shares, the number of each type of preferred shares, and the number of treasury shares; the proposed increase in the level of charter capital;

(iii) Sources to be used for increasing the charter capital;

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

b) A resolution or decision of the General Meeting of Shareholders approving the plan to increase the charter capital of joint-stock commercial banks from convertible bonds, additional reserve funds, surplus share capital, retained earnings, and other funds as prescribed by law;

c) The plan to increase the charter capital as stipulated in point b of this clause must at minimum include the following contents:

(i) The plan to convert bonds into shares, including: Information on issued convertible bonds: quantity of bonds, face value of bonds, term of bonds; Information on the expected conversion of convertible bonds into shares: quantity of bonds, face value of bonds, conversion ratio (in cases where the charter capital is increased through the conversion of convertible bonds into ordinary shares);

 (ii) Information on additional reserve funds, surplus share capital, retained earnings, and other funds determined based on the audit results of independent auditors; Information on the amount of money from additional reserve funds, surplus share capital, retained earnings, and other funds to be used to increase the charter capital (in cases where the charter capital is increased from additional reserve funds, surplus share capital, retained earnings, and other funds);

 (iii) A list of shareholders and the ownership ratio of shareholders with a holding ratio of 5% or more relative to the voting share capital and relative to the charter capital at the current time and after the increase; A list of shareholders and related parties with a holding ratio of 20% or more relative to the charter capital at the current time and after the increase. These lists must contain identification information (for individuals: surname, name, citizen identification card number or identity card number or passport number, date of issuance, place of issuance; for organizations: organization name, business registration code, main office address, full name of the legal representative of the organization, citizen identification card number or identity card number or passport number of the legal representative, date of issuance, place of issuance) of shareholders and related parties of shareholders as prescribed by law;

(iv) Information on the total ownership ratio of foreign investors at the current time and after the increase in capital.

2. Approval procedures:

a) The commercial bank prepares a dossier to submit to the State Bank. In case the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank issues a document requesting the commercial bank to supplement and complete the dossier;

b) Within twenty-five working days from the date of receiving a valid dossier, the State Bank issues a document approving the request to increase the charter capital of the commercial bank; in case of non-approval, the State Bank issues a document responding and clearly stating the reasons.

3. The document approving the increase in the charter capital takes effect within twelve months from the date of signing.

4. Amendments and supplements to the License shall be made as follows:

a) Within a maximum period of ten working days from the completion of the issuance of shares in accordance with the law, the commercial bank sends a document to the State Bank requesting an amendment to the charter capital level in the License accompanied by the following documents:

 (i) A document from the Securities Commission regarding the issuance of shares;

(ii) Information as stipulated in point c(iii), c(iv) of Clause 1 of this Article after completing the issuance of shares.

b) Within fifteen working days from the date of receipt of the request document, the State Bank issues a decision amending the charter capital level in the License.

Article 12. Increasing the charter capital of joint-stock commercial banks outside the cases specified in Article 11 of this Circular

1. Application documents include:

a) Application letter, which must minimally include the following contents:

(i) The current charter capital and the proposed increased charter capital;

(ii) Commitment to notify organizations and individuals purchasing shares about the rights and obligations of shareholders as prescribed in the Law on Credit Institutions, including: - Being responsible for the legality of the source of funds used to purchase shares; not using credit provided by credit institutions or foreign bank branches to purchase shares; not purchasing under the name of another individual or legal entity in any form, except in the case of agency as prescribed by law; - Being responsible for complying with the provisions of the Law on Credit Institutions regarding the limit on shareholding by shareholders and related parties; - Being responsible for complying with the provisions on major shareholders, major shareholders, and related parties;

(iii) In the case where increasing the charter capital leads to the formation of a major shareholder or a major shareholder becoming a regular shareholder, the proposal must include the following information: name of the shareholder, ownership ratio before and after the increase in the charter capital of the commercial bank;

b) Resolution or decision of the Shareholders' Meeting approving the plan to increase the charter capital of the commercial bank;

c) Plan to increase the charter capital of the joint-stock commercial bank at point b of this clause, which must include at least the following contents:

(i) The necessity to increase the charter capital;

(ii) Total additional charter capital; total par value issued, type of shares issued, issuance target; planned issuance tranches and issuance plan for each tranche (if applicable);

(iii) Expected issuance time and expected completion time for additional share issuance;

d) List of shareholders and ownership ratio of shareholders holding more than 5% of the voting share capital and the current charter capital and the projected charter capital after the increase; List of shareholders and related parties holding more than 20% of the current charter capital and the projected charter capital after the increase. These lists must contain identification information of shareholders and related parties of shareholders as prescribed by law.

2. Procedures, formalities for approval, effectiveness of the approval document, amendment, and supplementation of the License for increasing the charter capital shall be implemented according to the provisions of Clause 2, 3, and 4 of Article 11 of this Circular.

Article 13. Increasing the charter capital of limited liability commercial banks

1. Application documents include:

a) Application letter, which must minimally include the following contents:

(i) The current charter capital and the proposed increased charter capital;

(ii) The necessity of increasing the charter capital;

(iii) Information on the supplementary capital reserve fund, retained earnings, and other funds determined based on the results of independent audit; information on the amount of money from the supplementary capital reserve fund, retained earnings, and other funds used to increase the charter capital (in the case where the source of increased capital is from the supplementary capital reserve fund, retained earnings, and other funds);

(iv) Commitment to use legitimate funds of the owner, contributing members to increase the charter capital (in the case where the source of increased charter capital is from the owner, contributing members);

b) Resolution or decision of the Board of Members for commercial banks with two or more members, Decision of the owner for single-member commercial banks approving the plan to increase the charter capital of the commercial bank, which must include at least the following contents:

(i) Total additional charter capital;

(ii) Planned tranches to increase the charter capital;

(iii) Source of funds to increase the charter capital;

(iv) Expected time to complete the increase in the charter capital;

c) In the case where a commercial bank with two or more members increases its charter capital from the contribution of new contributing members, in addition to the documents stipulated in points a and b of this clause, the commercial bank shall submit the following documents:

(i) For new members that are foreign credit institutions:

- Audited financial statements of the five consecutive years prior to the year of submission and the most recent financial report up to the submission date;

- Copy of the establishment and operation license or equivalent document;

- Document from the competent authority of the home country providing information on the foreign credit institution, including at least the following contents: Permitted activities in the home country at the time of submission; Compliance with banking laws and other relevant laws over the past five consecutive years and up to the submission date; Capital adequacy ratios and other safety ratios prescribed by the home country in the previous year and up to the submission date; Compliance with risk management regulations and provision requirements in the previous year and up to the submission date;

- Rating document or material from an international credit rating organization within six months prior to the submission date;

- Charter of organization and operations; - Report on the process of establishment, operation, and development orientation up to the submission date;

- Document proposing to appoint representatives of the contributing member at the bank;

- Document committing to provide financial, technological, managerial, operational, and activity support to the bank, ensuring that the actual value of the charter capital does not fall below the statutory capital and fully meets the regulations on safe operation as prescribed by the State Bank;

- Document from the competent authority of the home country committing to ensure the ability to monitor all activities of the foreign credit institution (including the activities of the limited liability commercial bank planning to contribute capital) based on consolidated practices internationally;

- Document committing not to be a founding shareholder, owner, founding member, strategic shareholder of another Vietnamese credit institution;

(ii) For new members that are Vietnamese commercial banks:

- Document proposing to appoint representatives of the contributing member at the bank, providing identification information of the representative of the contributing member;

||| Financial reports for the most recent year prior to the submission of the application that have been audited independently and the most recent financial report before the submission date;

||| Report on compliance with regulations concerning risk management and reserve provisions as stipulated by the State Bank at the time of submission; safety ratios in banking operations according to the State Bank's regulations for the year immediately preceding the submission year and up to the submission date;

||| Report on compliance with limits on purchasing and holding shares of credit institutions as provided for in Clause 6, Article 103 of the Law on Credit Institutions;

||| Report on the minimum capital adequacy ratio and the anticipated equity contribution and share purchase ratio following the capital increase;

||| A commitment statement indicating that the entity is not a founding shareholder, owner, founding member, or strategic shareholder of another credit institution;

||| 2\. The procedures for approving a commercial bank limited liability company's increase in charter capital from retained earnings and other funds as prescribed by law shall be carried out in accordance with the provisions of Clause 2, Article 5 of this Circular;

||| 3\. The procedures for approving and the effectiveness of the approval document for increasing charter capital for a commercial bank limited liability company that increases its charter capital through additional contributions from shareholders or new members, or from the contributions of new members, shall be implemented in accordance with the provisions of Clauses 2 and 3, Article 11 of this Circular;

||| 4\. The amendment and supplementation of the License after being approved by the State Bank in accordance with Clause 3 of this Article shall be carried out as follows:

||| a) Within fifteen working days from the completion of the issuance and contribution of capital, the commercial bank shall submit a written request to amend the registered capital level in the License to the State Bank, including a report on the post-contribution capital contribution ratio of shareholders accompanied by documentation proving that the owner and shareholders have contributed capital to increase the registered capital;

b) Within fifteen working days from the date of receipt of the request document, the State Bank issues a decision amending the charter capital level in the License.

||| Article 14. Increase in the amount of capital granted to foreign bank branches

1. Application documents include:

a) Application letter, which must minimally include the following contents:

||| (i) The current granted capital amount and the proposed increased granted capital amount;

||| (ii) The necessity of increasing the granted capital amount;

||| (iii) Information about the supplementary capital reserve fund, retained earnings, and other funds determined based on the independent audit results; information about the amount of money from the supplementary capital reserve fund, retained earnings, and other funds used to increase the granted capital amount (in cases where the capital increase is sourced from the supplementary capital reserve fund, retained earnings, and other funds);

||| (iv) The expected additional capital grant from the parent bank (in cases where the capital increase is sourced from the parent bank);

||| b) The document from the parent bank approving the increase in the granted capital amount of the foreign bank branch in Vietnam, which must include at least the following contents:

||| (i) The total proposed increase in the granted capital amount;

||| (ii) Any planned stages of the increase in the granted capital amount (if applicable);

||| (iii) The source of funds used to increase the granted capital amount;

||| (iv) The expected completion time for the increase in the granted capital amount;

||| 2\. The procedures for approving an increase in the granted capital amount from retained earnings and other funds as prescribed by law for a foreign bank branch shall be carried out in accordance with the provisions of Clause 2, Article 5 of this Circular;

||| 3\. The procedures for approving an increase in the granted capital amount due to additional capital grants from the parent bank for a foreign bank branch shall be carried out in accordance with the provisions of Clause 2, Article 11 of this Circular;

||| The approval document of the State Bank shall be effective for a period of six months from the date of signature;

||| 4\. The amendment and supplementation of the License after being approved by the State Bank in accordance with Clause 3 of this Article shall be carried out as follows:

||| a) Within fifteen working days from the completion of the increase in the granted capital amount, the foreign bank branch shall submit a written request to amend the granted capital amount in the License to the State Bank;

||| b) Within fifteen working days from the receipt of the request, the State Bank shall issue a decision to amend the granted capital amount in the License.

Article 15. Purchase and transfer of the entire capital contribution of the owner at a limited liability commercial bank

1. Application documents include:

a) A request document from the commercial bank, which must include at least the following information:

(i) Name and main office address of the owner and the buyer, transferee;

(ii) The expected date for the purchase and transfer to be carried out;

b) An agreement document on the purchase and transfer of the capital contribution between the owner and the buyer, transferee;

c) Documents and materials proving that the buyer, transferee meet all conditions required for the owner of a limited liability commercial bank as stipulated in point c(i) Clause 1 Article 13 of this Circular.

2. Approval procedures:

a) The commercial bank prepares a dossier to submit to the State Bank. In case the dossier is incomplete or invalid, within seven working days from the date of receipt of the dossier, the State Bank issues a document requesting the commercial bank to supplement and complete the dossier;

b) Within seventy-five working days from the date of receiving complete and valid files, the State Bank shall issue a document approving the commercial bank's request; if it does not approve, the State Bank shall respond in writing and specify the reasons.

3. The approval document of the State Bank shall be effective for three months from the date of signing.

4. Within seven working days from the completion of the purchase and transfer, the commercial bank shall submit to the State Bank a report document on the results of implementation accompanied by documents proving the completion of the purchase and transfer.

Article 16. Purchase and transfer of part of the capital contribution at a joint-stock commercial bank with two or more members

1. The application file for approval of the purchase and transfer of part of the capital contribution to the transferee who is a current shareholder of the commercial bank includes:

a) A request document from the commercial bank, specifying:

(i) Name and main office address of the seller, transferor and the buyer, transferee;

(ii) Ratio of purchase and transfer of part of the capital contribution; ownership ratio and value of the capital contribution of shareholders before and after the purchase and transfer of part of the capital contribution;

(iii) Expected date for the purchase and transfer to be carried out;

(iv) Reason for the purchase and transfer;

b) Resolution or decision of the Board of Members of the commercial bank regarding the purchase and transfer of part of the capital contribution;

c) An agreement document on the purchase and transfer of part of the capital contribution between the seller, transferor and the buyer, transferee.

2. The application file for approval of the purchase and transfer of part of the capital contribution of a shareholder to a new shareholder includes:

a) The files specified in Clause 1 of this Article;

b) Documents and materials proving that the buyer, transferee meet all conditions required to purchase and transfer part of the capital contribution of a joint-stock commercial bank with two or more members as stipulated by law, including:

(i) For the buyer, transferee being a foreign credit organization: documents and materials specified in point c(i) Clause 1 Article 13 of this Circular;

(ii) For the buyer, transferee being a Vietnamese commercial bank: documents and materials specified in point c(ii) Clause 1 Article 13 of this Circular.

3. The procedures, validity period of the approval document, and reporting on the completion of the purchase and transfer shall be implemented according to the provisions of Clause 2, 3, and 4 of Article 15 of this Circular.

Article 17. Purchase, sale, transfer of shares of major shareholders; purchase, sale, transfer of shares leading to becoming a major shareholder

1. Documents requesting approval for the purchase, sale, transfer of shares of major shareholders:

The request document of the commercial bank, which must include at least the following contents:

a) Information on the number of shares, type of shares, total par value of shares purchased, sold, transferred by the major shareholder;

b) Information of the major shareholder carrying out the purchase, sale, transfer of shares including: identification information, position of the major shareholder (in case the major shareholder is an individual) or representative position of the major shareholder (in case the major shareholder is an organization) at the commercial bank, the quantity and ratio of voting shares held compared to the capital stock with voting rights, the quantity and ratio of ordinary shares and preferred shares (if any) held compared to the charter capital of the bank at the current time and expected after the purchase, sale, transfer;

c) Information on commitments and agreements between the commercial bank and the major shareholder related to the shareholding ratio, restrictions on the transfer of shares by the major shareholder (if any);

d) The ratio of shareholding compared to the charter capital of the major shareholder and related parties of that major shareholder expected after the purchase, sale, transfer of shares;

đ) Expected transaction time.

2. Documents requesting approval for the purchase, receipt of transfer of shares leading to becoming a major shareholder: The request document of the commercial bank, which must include at least the following contents:

a) Information on the number of shares, type of shares, total par value of shares purchased, received from transfer;

b) Information of the buyer, recipient of transferred shares including: identification information, the quantity and ratio of voting shares held compared to the capital stock with voting rights, the quantity and ratio of ordinary shares and preferred shares (if any) held compared to the charter capital of the bank at the current time and expected after the purchase, receipt of transfer;

c) The ratio of shareholding compared to the charter capital of the buyer, recipient of transferred shares and related parties expected after the purchase, receipt of transfer;

d) Expected transaction time;

đ) Commitment to notify the buyer, recipient of transferred shares about the rights and obligations of shareholders as prescribed by law, including:

(i) Being responsible under the law for the legality of the source of funds used for purchase; not using funds provided by credit institutions, foreign bank branches for purchase; not purchasing under the name of other individuals or legal entities in any form, except in cases of agency as prescribed by law;

(ii) Being responsible for complying with the provisions of the Law on Credit Institutions regarding the limit on shareholding of shareholders, shareholders, and related parties;

(iii) Being responsible for complying with the provisions regarding major shareholders, major shareholders, and related parties.

3. In the case where the purchase of shares by organizations or individuals leads to such organizations or individuals becoming major shareholders due to an increase in the charter capital of a joint-stock commercial bank, the procedures and requirements for implementation shall be carried out according to the provisions of Article 12 of this Circular.

4. The procedure and requirements for approval, the value of the approval document for the purchase, sale, transfer, receipt of transfer shall be implemented according to the provisions of Clause 2 and 3, Article 15 of this Circular.

5. Within seven working days from the end date of the purchase, sale, transfer, receipt of transfer of shares, the commercial bank shall submit a report on the results of the purchase, sale, transfer, receipt of transfer of shares and the contents prescribed in Point b and d, Clause 1 of this Article to the State Bank of Vietnam.

Chapter III

IMPLEMENTING PROVISIONS

Article 18. Responsibilities of the Banking Inspection and Supervision Authority

1. The focal point for receiving, reviewing, soliciting opinions from relevant units within the State Bank of Vietnam (if necessary), compiling and submitting to the Governor of the State Bank of Vietnam for consideration and approval of changes in Articles 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 according to the authority prescribed in Clause 1, Article 4 of this Circular.

2. Submitting to the Governor of the State Bank of Vietnam for issuance of a document soliciting opinions from the People's Committee of provinces, centrally governed cities regarding the approval of changes in the provisions of Article 7 of this Circular.

3. The focal point for receiving reports from commercial banks, foreign bank branches as prescribed in this Circular regarding changes according to the authority prescribed in Clause 1, Article 4 of this Circular.

4. The focal point for proposing to the Governor of the State Bank of Vietnam to decide on foreign bank branches with large scale as prescribed in Clause 1, Article 4 of this Circular.

Article 19. Responsibilities of the State Bank Branches in Provinces and Cities

1. Accepting applications, approving changes to Articles 5, 6, 8, 9, 10, and 14 within the scope of authority delegated for managing foreign bank branches as stipulated in Clause 2, Article 4 of this Circular.

2. Serving as the point of contact for receiving reports from foreign bank branches regarding changes within the scope of authority specified in Clause 2, Article 4 of this Circular.

Article 20. Responsibilities of Commercial Banks and Foreign Bank Branches

1. Being responsible under the law for the accuracy, completeness, and truthfulness of information provided in the application.

2. Supplementing and perfecting the application according to the requirements of the State Bank within a maximum period of thirty working days from the date the State Bank issues a request for supplementation and perfection. Beyond this deadline, if commercial banks or foreign bank branches fail to supplement and perfect the application as required, the State Bank will not consider their application for approval of changes.

3. Fulfilling other responsibilities as prescribed in this Circular.

Article 21. Effective Date

1. This Circular takes effect from February 15, 2019.

2. The following documents cease to be effective:

a) Circular No. 06/2010/TT-NHNN dated February 26, 2010, issued by the Governor of the State Bank guiding on organization, management, operation, charter capital, share transfer, amendment, and modification of the business license and articles of association of commercial banks;

b) Circular No. 03/2007/TT-NHNN dated June 5, 2007, issued by the Governor of the State Bank guiding on implementation of certain provisions of Decree No. 22/2006/NĐ-CP dated February 20, 2006, of the Government concerning the organization and operation of foreign bank branches, joint venture banks, wholly foreign-owned banks, and representative offices of foreign commercial banks in Vietnam.

Article 22. Implementation organization

The Director of the Office, the Head of Banking Inspection and Supervision, Heads of Units under the State Bank of Vietnam, Governors of State Bank Branches, Chairpersons of Management Boards, Chairpersons of Member Councils, Heads of Supervisory Boards, General Directors (Directors) of commercial banks, and General Directors of foreign bank branches are responsible for implementing this Circular.