Circular No. 55/2025/TT-NHNN on the issuance of new licenses, supplementation of business contents in existing licenses, and organization and operation of non-bank financial institutions

CIRCULAR

Article 24REGULATING THE ISSUANCE OF LICENSES, ADDITION OF OPERATIONS TO LICENSES, AND THE ORGANIZATION AND OPERATION OF NON-BANK CREDIT INSTITUTIONS

In this Circular, the following terms are understood as follows:

1.Shareholderis a commercial bank of Vietnam or a foreign credit institution that wholly owns the charter capital of a limited liability non-bank credit institution.

2.Lease paymentis the amount of money that the Lessee must pay to the Lessor according to the agreement in the operating lease contract.

3.Operating leaseis a form of lease activity where the leasing finance company leases assets to the operating lessee for use over a specified period of time, with the principle of asset return at the end of the lease term. The leasing finance company retains ownership of the leased asset throughout the lease term. The operating lessee uses the leased asset and pays lease payments throughout the lease term as stipulated in the operating lease contract.

4.Operating lesseeis a legal entity or individual conducting business in Vietnam.

For households, cooperatives, and other organizations without legal status, when participating in operating lease relationships, the members of the household, cooperative, or other organization without legal status are the subjects establishing and performing the operating lease transaction or authorizing representatives to establish and perform the operating lease transaction.

5.Consumer creditis a form of providing credit for personal consumption purposes through consumer loans and credit card issuance.

6.Total credit granted balanceincludes the total outstanding balances of loans, discounting, leasing finance, factoring, credit cards, and other credit granting businesses as stipulated by the State Bank of Vietnam (including the credit granted balance from other legal entities' funds that the specialized financial company bears risk according to the law) and the balances of entrusted amounts to other credit institutions, branches of foreign banks for credit granting. The total credit granted balance stipulated herein does not include credit granted from entrusted funds of the Government, organizations, or individuals that the specialized financial company accepts without bearing risk or cases where the customer is another credit institution or branch of a foreign bank.

Article 4. Competence to Approve the Issuance of New Licenses and the Supplement of Business Content into Licenses for Non-Bank Credit Institutions

1. The Governor of the State Bank shall examine and decide on the issuance of new licenses or the supplement of business content into licenses simultaneously with the issuance of new licenses for non-bank credit institutions.

2. The Director of the Department of Management and Supervision of Credit Institutions shall examine and decide on the supplement of business content into licenses for non-bank credit institutions.

Chapter II

ISSUANCE OF NEW LICENSES AND SUPPLEMENT OF BUSINESS CONTENT INTO LICENSES ISSUE OF LICENSE

Article 5. Principles for the Issuance of New Licenses and the Supplement of Business Content into Licenses

1. The State Bank shall not issue new licenses for business activities that non-bank credit institutions are not permitted to carry out according to the provisions of the law at the time of issuing new licenses.

2. The State Bank adjusts the name of the permitted business activities in accordance with the provisions of Law No. 32/2024/QH15 on Credit Organizations amended and supplemented by Law No. 96/2025/QH15 (hereinafter referred to as Law No. 32/2024/QH15) and Appendices I, II, III, and IV issued together with this Circular. The newly issued license will replace all previously issued licenses and approval documents (related to the amendment and supplementation of the license) issued by the State Bank to non-bank credit institutions prior to the issuance of new licenses.

3. For foreign exchange trading activities and foreign exchange service provision, the supplementation of business content into licenses shall be carried out in accordance with specific regulations of the State Bank and other relevant laws.

4. For other forms of credit provision and other business activities related to banking operations specified in Appendices I, II, III, and IV issued together with this Circular, non-bank credit institutions may carry them out after obtaining the approval of the State Bank; procedures for supplementing these business contents into licenses shall be carried out in accordance with specific regulations of the State Bank and other relevant laws.

5. In cases where non-bank credit institutions request the supplementation of business content into licenses simultaneously with the issuance of new licenses, the State Bank shall consider issuing new licenses including the supplemented content based on the non-bank credit institution fulfilling all required documents as stipulated in Clause 3, Article 7 of this Circular.

Article 6. Principles for the Preparation, Submission, and Delivery of Results of Applications for the Issuance of New Licenses and the Supplement of Business Content into Licenses

1. Applications for the issuance of new licenses and the supplementation of business content into licenses must be signed by the legal representative or authorized representative of the non-bank credit institution. In cases of signing by an authorized representative, the application must include a power of attorney established in accordance with the provisions of the law.

2. Applications for the issuance of new licenses and the supplementation of business content into licenses of non-bank credit institutions must be prepared in one set in Vietnamese. Foreign components of the application must be legalized in accordance with Vietnamese law (except in cases exempted from legalization under Vietnamese law on legalization) and translated into Vietnamese. Translations from foreign languages into Vietnamese must be notarized or certified by the translator in accordance with the provisions of the law. In cases where the documents are copies without certification or issuance from the original book, the original must be presented for comparison, and the person responsible for the comparison bears responsibility for the accuracy of the copy compared to the original.

3. Each set of applications must include a list of documents.

4. Applications of non-bank credit institutions must be submitted to the State Bank through one of the following methods:

a) Submitting online via the National Public Service Portal;

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

c) Sending through postal services.

In cases where applications are submitted online via the National Public Service Portal, electronic applications must use digital signatures in accordance with the provisions of the law on administrative procedures in the electronic environment.

In cases where the National Public Service Portal encounters technical issues or errors preventing the acceptance and exchange of electronic information, the submission, receipt, delivery of results, exchange, and feedback of information shall be conducted through postal services or directly at the One-Stop Service Window of the State Bank.

5. The results of applications for the issuance of new licenses and the supplementation of business content into licenses shall be sent to non-bank credit institutions electronically through online means; if the non-bank credit institution requests it, the results can be sent in paper form through postal services or delivered directly at the One-Stop Service Window of the State Bank.

6. Documents in electronic applications are scanned copies of originals or created from systems with digital signatures (PDF format files).

Article 7. Documents for Application to Amend or Supplement the Content of the License

1. For the case of amending the License:

a) An application form for amending the License according to the model at Appendix V issued with this Circular, specifying clearly the activities proposed to be carried out;

b) A list of activities accompanied by a copy of the current License and approval documents.

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

a) An application form for supplementing the content of the License according to the model at Appendix VI issued with this Circular, specifying clearly the activities proposed to be supplemented. For non-bank financial institutions with 100% foreign capital proposing to supplement the content of activities, the application must include a commitment that these activities are those conducted by the foreign financial institution's largest shareholder or contributor in terms of charter capital ratio in the non-bank financial institution with 100% foreign capital currently operating in the country where the foreign financial institution has its headquarters;

b) The resolution of the Board of Directors or the Board of Members of the non-bank financial institution agreeing to propose the supplementation of the content of the License;

c) Documentation proving compliance with the conditions for conducting the proposed activities in Vietnam, which are activities that the largest shareholder or contributor in terms of charter capital ratio in the non-bank financial institution with 100% foreign capital is permitted to conduct in the country where the foreign financial institution has its headquarters;

d) In addition to the documents specified in points a, b, and c of this clause, non-bank financial institutions proposing to supplement banking activities already specifically defined in Law No. 32/2024/QH15 and Appendices I, II, III, and IV issued with this Circular must also provide the following documents:

(i) Internal regulations in accordance with the law to carry out the proposed supplementary banking activities;

(ii) A commitment to have met the requirements regarding business operations, staff, and infrastructure and technology necessary to carry out the proposed supplementary banking activities in accordance with relevant laws.

3. For the case of simultaneously applying to supplement the content of the License and amend the License:

a) An application form for supplementing the content of the License and amending the License according to the model at Appendix VII issued with this Circular, including the proposed activities, proposed supplements, and commitments as stipulated in point a of Clause 2 of this Article;

b) The documents specified in point b of Clause 1 and points b, c, and d of Clause 2 of this Article.

Article 8. Procedures for Applying to Amend or Supplement the Content of the License

1. Non-bank financial institutions requiring to amend the License or supplement the content of the License or simultaneously supplement the content of the License and amend the License shall prepare the documents as prescribed in Article 7 of this Circular and submit them to the State Bank.

2. Within 35 days from the date of receiving complete and valid documents, the State Bank will process the amendment or supplementation of the License or the simultaneous supplementation of the content of the License and amendment of the License as requested by the non-bank financial institution. If rejected, the State Bank will respond in writing and specify the reasons.

3. After being granted the amended License or supplemented content of the License by the State Bank, the non-bank financial institution must:

a) Announce the changes to the License on one State Bank communication medium and one printed newspaper for three consecutive issues or on one Vietnamese online newspaper within seven working days from the date of issuance of the amended License or supplemented content of the License by the State Bank;

b) The non-bank financial institution must revise and supplement the Articles of Association in accordance with the content of the amended or supplemented License.

Article 9. Payment of Fees for Renewing the License

1. The fee for renewing the License shall be set in accordance with the laws on fees and charges.

2. Within fifteen days from the date of issuance of the renewed License, non-bank financial institutions must pay the fee for renewing the License to the State Bank.

Article 10. Notification of Information on Renewing the License and Supplementing Activities in the License

Within five working days from the date the State Bank issues the renewed License or supplements activities in the License, or simultaneously supplements activities in the License and renews the License, the Department of Management and Supervision of Financial Institutions shall notify in writing along with the Decision supplementing activities in the License or the renewed License to the Business Registration Authority of the province where the non-bank financial institution's main office is located to update the national business registration information system.

Chapter III

ORGANIZATION, MANAGEMENT, OPERATIONS, AND SUPERVISION

Article 11. Name and Main Office of Non-Bank Financial Institutions

1. The name of non-bank financial institutions must comply with the provisions of the Law on Enterprises No. 59/2020/QH14 amended and supplemented by Law No. 03/2022/QH15 and Law No. 76/2025/QH15 (hereinafter referred to as Law No. 59/2020/QH14) and relevant laws, and must be appropriate to the legal form and type as follows:

a) Joint Stock Comprehensive Finance Company and specific name;

b) Joint Stock Factoring Finance Company and specific name;

c) Joint Stock Consumer Credit Finance Company and specific name;

d) Joint Stock Leasing Finance Company and specific name;

đ) Limited Liability Comprehensive Finance Company with one member and specific name;

e) Limited Liability Factoring Finance Company with one member and specific name;

g) Limited Liability Consumer Credit Finance Company with one member and specific name;

h) Limited Liability Leasing Finance Company with one member and specific name;

i) Limited Liability Comprehensive Finance Company and specific name for comprehensive finance companies with two members or more;

k) Limited Liability Factoring Finance Company and specific name for specialized finance companies with two members or more;

l) Limited Liability Consumer Credit Finance Company and specific name for specialized finance companies with two members or more;

m) Limited Liability Leasing Finance Company and specific name for specialized finance companies with two members or more.

2. The main office of non-bank financial institutions must meet the requirements for the main office of enterprises under Law No. 59/2020/QH14 and the following conditions:

a) It must be recorded in the License in accordance with the law and be the place of work for the Board of Directors, Board of Members, Supervisory Board, General Director, and where transactions with customers are conducted;

b) It must be within the territory of Vietnam, with a specific address including the building name (if applicable), house number, street name, commune administrative unit name, provincial administrative unit name; telephone number (if applicable), fax number (if applicable), and email address (if applicable);

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

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

Article 12. Risk Management Committee and Human Resources Committee

1. The Board of Directors and the Board of Members must establish a Risk Management Committee and a Human Resources Committee to assist the Board of Directors and the Board of Members in performing their duties and powers. The Board of Directors and the Board of Members shall issue regulations on the organization and operation of these Committees. Within ten days from the date of issuance, non-bank credit organizations must send this internal regulation to the State Bank of Vietnam (Department of Credit Institution Management and Supervision).

2. Each Committee must have at least three members, including the Chairperson who is a member of the Board of Directors or the Board of Members, and other members appointed, assigned, and relieved by the Board of Directors or the Board of Members according to the Charter of the non-bank credit organization. A member of the Board of Directors or the Board of Members can only be the Chairperson of one Committee. For joint-stock non-bank credit organizations, the Risk Management Committee must have at least one independent member of the Board of Directors.

3. Regulations on the organization and operation of the Committees must include at least the following contents:

a) Minimum working regulations including: the number of Committee members and the responsibilities of each member; regular meetings of the Committee; extraordinary meetings of the Committee; forms and voting ratios for proposals made by the Committees;

b) Duties and functions of the Risk Management Committee:

(i) Advising the Board of Directors and the Board of Members on issuing procedures and policies within the Committee's authority related to risk management in the operations of non-bank credit organizations as prescribed by law and the Charter of the non-bank credit organization;

(ii) Analyzing and issuing warnings about the safety level of non-bank credit organizations regarding potential risks that may affect them and preventive measures against such risks in both short-term and long-term perspectives;

(iii) Reviewing and assessing the appropriateness and effectiveness of current risk management procedures and policies of non-bank credit organizations to make recommendations and proposals to the Board of Directors and the Board of Members on requirements for changes to current procedures and policies, operational strategies;

(iv) Advising the Board of Directors and the Board of Members on investment decisions, contracts, and transactions related to them; deciding on risk management policies and supervising the implementation of preventive measures against risks of non-bank credit organizations within the scope of functions and tasks assigned by the Board of Directors and the Board of Members;

c) Duties and functions of the Human Resources Committee:

(i) Advising the Board of Directors and the Board of Members on the size and structure of the Board of Directors and the Board of Members, and suitable management personnel in accordance with the scale of operations and development strategy of the non-bank credit organization;

(ii) Advising the Board of Directors and the Board of Members on handling human resource issues arising from election, appointment, removal, and dismissal procedures for positions of Board of Directors and Board of Members members, members of the Supervisory Board, and management personnel of the non-bank credit organization in accordance with the provisions of law and the Charter of the non-bank credit organization;

(iii) Studying and advising the Board of Directors and the Board of Members on issuing internal regulations of the non-bank credit organization within the authority of the Board of Directors and the Board of Members concerning salary systems, remuneration, bonuses, recruitment regulations, training, and other incentive policies for management personnel, staff, and employees of the non-bank credit organization.

Article 13. Transfer of Contributed Capital Shares

1. The transfer of contributed capital shares must ensure compliance with the provisions set forth in Law No. 59/2020/QH14.

2. The transfer of contributed capital shares must ensure compliance with the organizational form regulations for non-bank credit institutions as stipulated in Clause 3 and Clause 4, Article 6 of Law No. 32/2024/QH15.

3. Founding members may only transfer their contributed capital shares to other founding members within five years from the date of issuance of the License.

4. The transfer of contributed capital shares must ensure compliance with the capital contribution ratio specified in Clause 1, Article 77 of Law No. 32/2024/QH15 and the following provisions:

a) The new transferee must meet the conditions for founding members as prescribed in Clause 5, Article 29 of Law No. 32/2024/QH15 and related guiding documents.

b) If the new transferee is a foreign credit institution, it must comply with the conditions stipulated in points b, d, đ of Clause 2, and the conditions for founding members as prescribed in Clause 5, Article 29 of Law No. 32/2024/QH15 and related guiding documents.

Chapter IV

ACTIVITIES OF NON-BANK CREDIT INSTITUTIONS

Article 14. Activities of Financial Companies

1. A comprehensive financial company may carry out activities as provided for in Articles 115 to 119 of Law No. 32/2024/QH15.

2. A specialized financial company may carry out activities as provided for in Articles 120 to 124 of Law No. 32/2024/QH15.

3. A factoring financial company must have a minimum factoring receivable balance accounting for 65% of total loan disbursements.

4. A consumer finance company must have a minimum consumer loan receivable balance accounting for 65% of total loan disbursements.

5. A leasing financial company must have a minimum leasing receivable balance accounting for 65% of total loan disbursements.

Article 15. Leasing Operation Activities

1. Assets for leasing operation include machinery, equipment, transportation means, other chattels, and real estate as stipulated in Clause 2, Article 139 of Law No. 32/2024/QH15.

2. A leasing financial company conducting leasing operation activities must comply with the asset leasing regulations under the Civil Code No. 91/2015/QH13 and relevant laws.

3. Leasing Operation Contract:

a) The leasing operation contract is an agreement between the leasing financial company and the lessee regarding the leasing and use of one or more assets as specified in Clause 1 of this Article. The leasing operation contract becomes effective from the date agreed upon by both parties in the leasing operation contract.

b) The leasing operation contract must minimally contain the following contents:

(i) Name, address, tax code of the leasing financial company, lessee;

(ii) Name, type, code (if any) of the leased asset and necessary information to identify the leased asset accurately;

(iii) Lease term;

(iv) Rent;

(v) Obligations of each party concerning insurance, maintenance, warranty, inspection, repair, replacement, and other responsibilities agreed upon for the leased asset during the lease period;

(vi) Rights and obligations of the leasing financial company and the lessee in leasing operation activities, early termination of the leasing operation contract in accordance with civil law and relevant laws.

Article 16. Scope of Insurance Agency Activities

1. When the State Bank of Vietnam issues a license to non-bank financial institutions with contents related to insurance agency activities, such non-bank financial institutions shall carry out insurance agency activities for various types of insurance as prescribed in the Law on Insurance Business No. 08/2022/QH15 amended and supplemented by Law No. 139/2025/QH15.

2. When carrying out insurance agency activities, non-bank financial institutions must comply with the provisions of the laws on insurance business and other relevant laws.

Chapter V

RESPONSIBILITIES OF THE RELATED ORGANIZATIONS AND UNITS

Article 17. Responsibilities of Units under the State Bank of Vietnam

1. Department of Management and Supervision of Financial Institutions:

a) Serve as the focal point for receiving, examining, and submitting to the Governor of the State Bank of Vietnam the application files for license renewal or additional content in the license simultaneously with license renewal;

b) Serve as the focal point for receiving, examining, and deciding on the addition of content to the license;

c) Implement notifications as stipulated in Article 10 of this Circular.

2. Department of Finance and Accounting:

Guide accounting entries for the activities of non-bank financial institutions as prescribed in this Circular.

3. Department of Forecasting, Statistics - Monetary and Financial Stability:

Serve as the focal point for building and guiding the implementation of statistical reporting systems for the activities of non-bank financial institutions as prescribed in this Circular.

4. Trading Floor:

a) Guide non-bank financial institutions to implement the payment of fees for license renewal;

b) Collect license renewal fees from non-bank financial institutions and remit the entire amount of collected fees to the State Budget in accordance with current regulations.

Article 18. Responsibilities of Non-Bank Financial Institutions

1. Provide complete, accurate, and timely information as required by the State Bank of Vietnam as stipulated in this Circular and bear full responsibility under the law for such information.

2. Ensure compliance with conditions to perform the proposed activities and continue to maintain compliance with these conditions as prescribed.

3. Develop and be responsible for the content of internal regulations in accordance with the law; carry out permitted activities in accordance with the internal procedures established, the provisions of this Circular, and other relevant legal provisions.

4. Pay the license renewal fee as stipulated in Article 32 of Law No. 32/2024/QH15.

Chapter VI

IMPLEMENTING PROVISIONS

Article 19.Implementation Provisions

This Circular takes effect from February 9, 2025, and replaces Circular No. 35/2024/TT-NHNN on the issuance of licenses, addition of activity content to licenses, and organization and operation of non-bank financial institutions.

Article 20. Transitional Provisions

1. Application files for license renewal, addition of activity content to licenses, and simultaneous addition of activity content to licenses and license renewal submitted by non-bank financial institutions before the effective date of this Circular shall continue to be reviewed and processed according to the legal provisions at the time of submission of the application files.

2. Non-bank financial institutions may continue to carry out insurance premium collection, document collection for claims settlement, and insurance payment services for contracts and agreements signed before July 1, 2024, where they act as insurance agents. Amendments, supplements, and extensions of contracts and agreements where non-bank financial institutions act as insurance agents can only be implemented if the amendments, supplements, and extensions comply with the provisions of Law No. 32/2024/QH15 and this Circular.

Article 21. Responsibility for implementation organization

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