Circular No. 56/2024/TT-NHNN stipulates the documents and procedures for issuing the first license to commercial banks, foreign bank branches, and foreign representative offices.

CIRCULAR

when violating management and operation of dossier, procedures issuing License first time of commercial banks,

foreign bank branches, foreign representative offices

_________________________

 

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

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to Decree No. 102/2022/NĐ-CP dated December 12, 2022 of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

On the basis of Decree Decision No. 162/NĐ-CP dated December 20, 2024 of the Government stipulates conditions for issuing Licenses to people's credit funds, microfinance organizations and conditions for owners of No. 61/2020/QH14 are limited liability companies with one member, founding shareholders, founding members;

At the proposal of the Director of Banking Inspection and Supervision;

The Governor of the State Bank of Vietnam issues this Circular to stipulate dossier, procedures issuing License first time of commercial banks, foreign bank branches, foreign representative offices outside.

 

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the dossier and procedures for issuing initial Licenses for commercial banks, foreign bank branches, and foreign representative offices.

Article 2. Applicability

This Circular applies to:

1. Commercial banks.

2. Branches of foreign banks.

3. Representative offices in Vietnam of foreign credit institutions, other foreign organizations engaged in banking activities (hereinafter referred to as foreign representative offices).

4. Organizations and individuals related to the dossier and procedures for issuing initial Licenses for commercial banks, foreign bank branches, and foreign representative offices.

Article 3. Explanation of Terms

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

1. Other foreign organizations engaged in banking activities are organizations established abroad in accordance with foreign laws and regularly conducting one or more of the following business operations:

a) Accepting deposits;

b) Granting credits;

c) Providing payment services through accounts.

2. Foreign representative office is a dependent unit of foreign credit institutions, other foreign organizations engaged in banking activities established in Vietnam. A foreign representative office shall not conduct any business activities in Vietnam.

3. Shareholder contributing capital to establish is an organization or individual holding at least one share of a joint-stock commercial bank at the time of establishment.

4. First Shareholders' Meeting is a meeting comprising founding shareholders and other contributing shareholders after receiving the State Bank of Vietnam's approval in principle, tasked with adopting the Charter of the joint-stock commercial bank, electing members of the Board of Directors and the Supervisory Board for the first term, and deciding on other matters related to the establishment of the joint-stock commercial bank.

5. First Capital Contributing Members' Meeting is a meeting comprising founding members and other contributing members after receiving the State Bank of Vietnam's approval in principle, tasked with adopting the Charter of the bank, electing members of the Board of Members and the Supervisory Board for the first term, and deciding on other matters related to the establishment of a joint venture bank or a wholly foreign-owned bank that is a limited liability company with two or more members.

6. Preparatory Committee is a group of persons appointed by founding shareholders, founding members, owners, parent banks to act as representatives, representing founding shareholders, contributing members, owners, parent banks in carrying out tasks related to requesting Licenses. The preparatory board must have at least 02 members, including 01 member as the Chairman.

7. Lead unit handling the application dossier is a unit under the State Bank of Vietnam responsible for issuing initial Licenses for commercial banks, foreign bank branches.

Article 4. Term of Operation

The operating period of commercial banks, foreign bank branches recorded in the License shall not exceed 99 years; the operating period of foreign representative offices recorded in the License shall not exceed 05 years.

Chapter II

REGULATIONS ON GRANTING LICENSES

Article 5. Authority to Decide on Issuing Licenses

1. The Governor of the State Bank of Vietnam has the authority to decide on issuing licenses for commercial banks and foreign bank branches.

Article 6. License

1. The State Bank of Vietnam shall specify in detail the contents of banking activities, other business operations of commercial banks and foreign bank branches, and the contents of activities of foreign representative offices according to the corresponding license forms prescribed in Appendix No. 01, 02, 03 issued together with this Circular.

2. In case the license is lost, torn, burned, or destroyed in any other form, the commercial bank, foreign bank branch, or foreign representative office must submit a written document explaining the reason and send it through postal service or directly submit it at the State Bank of Vietnam (One-Stop Service Department) to request the State Bank of Vietnam to consider issuing a copy of the license from the original according to the provisions of the law and consistent with the authority stipulated in Article 5 of this Circular.

Within five working days from the date of receipt of the written request, the State Bank of Vietnam will issue a copy from the original for the commercial bank, foreign bank branch, or foreign representative office.

Article 7. Procedure for Issuing a License

1. Procedures for issuing licenses for establishment and operation of commercial banks, licenses for establishment of foreign bank branches are as follows:

Within sixty days from the date of receipt of the application dossier for issuing licenses, the State Bank of Vietnam sends a written confirmation to the preparatory board confirming that all valid dossiers have been received for preliminary approval or requesting additional information if the application dossier for issuing licenses is incomplete or invalid.

b) Within ninety days from the date of sending the written confirmation of receipt of all valid dossiers, the State Bank of Vietnam issues a written preliminary approval for establishing commercial banks and foreign bank branches after considering the opinions of relevant agencies. If not approved, the State Bank of Vietnam sends a written response to the preparatory board, clearly stating the reasons for non-approval.

Within five working days from the date of receipt of all additional documents, the State Bank of Vietnam confirms in writing that all additional documents have been received.

Within thirty days from the date of receipt of all additional documents, the State Bank of Vietnam proceeds to issue the license according to the regulations. If the license is not issued, the State Bank of Vietnam sends a written response to the preparatory board, clearly stating the reasons for not issuing the license.

2. Procedures for issuing licenses for foreign representative offices are as follows:

Within thirty days from the date of receipt of the application dossier for issuing licenses, the State Bank of Vietnam branch sends a written confirmation to the foreign credit institution or other foreign organization engaged in banking confirming that all valid dossiers have been received. If the application dossier for issuing licenses is incomplete or invalid according to the regulations, the State Bank of Vietnam branch sends a written request to the foreign credit institution or other foreign organization engaged in banking to supplement the dossier.

b) Within sixty days from the date of sending the written confirmation of receipt of all valid dossiers, the State Bank of Vietnam branch proceeds to issue the license according to the regulations. If the license is not issued, the State Bank of Vietnam branch sends a written response to the foreign credit institution or other foreign organization engaged in banking, clearly stating the reasons for not issuing the license.

Article 8. Payment of Fees for Issuing the License

1. Commercial banks and foreign bank branches that are granted licenses must pay the licensing fee at the State Bank of Vietnam (Trading Department) or make online payment through the National Public Service Portal within fifteen days from the date of issuance of the license.

2. Foreign representative offices that are granted licenses must pay the licensing fee at the State Bank of Vietnam branch as prescribed in Clause 2 of Article 5 of this Circular or make online payment through the National Public Service Portal within fifteen days from the date of issuance of the license.

3. The level of the licensing fee is regulated by the law on fees and charges.

Article 9. Conditions regarding total assets and financial situation for foreign credit institutions when applying for a License to establish a joint venture bank, a wholly foreign-owned bank, or a foreign bank branch in Vietnam.

1. When applying for a License, the foreign credit institution that is a founding member of the joint venture bank or the owner of the wholly foreign-owned bank must meet the following conditions regarding total assets and financial situation:

a) Having total assets of at least equivalent to 10 billion US dollars at the end of the year immediately preceding the year of submitting the application for the License and up to the time of submitting supplementary applications for the License.

b) Operating profitably for five consecutive years immediately preceding the year of submitting the application for the License and up to the time of submitting supplementary applications for the License.

2. When applying for a License to establish a foreign bank branch, the foreign credit institution that is the parent bank of the foreign bank branch must meet the following conditions related to total assets and financial situation:

a) Having total assets of at least equivalent to 20 billion US dollars at the end of the year immediately preceding the year of submitting the application for the License and up to the time of submitting supplementary applications for the License.

b) The condition stipulated in point b Clause 1 of this Article.

Article 10. Principles for Preparing Applications

1. Documents in the application for the License must be signed by the Head of the Preparatory Board and the documents established according to the Appendices issued together with this Circular must be originals, other documents are certified copies, except where otherwise provided in this Circular. Documents signed by the Head of the Preparatory Board must have the title "Preparatory Board for Establishing and Proposed Name of Commercial Bank or Foreign Bank Branch".

Documents in the application for the License to establish a representative office must be signed by the legal representative of the foreign credit institution, the foreign organization engaged in banking activities, except where otherwise provided in this Circular.

2. The application for the License to establish and operate a joint-stock commercial bank must be prepared in one set in Vietnamese, except where otherwise provided in this Circular.

3. The application for the License to establish a joint venture bank, a wholly foreign-owned bank, the application for the License to establish a foreign bank branch, and the application for the License to establish a representative office must be prepared in two sets (one set in Vietnamese and one set in English), except where otherwise provided in this Circular, including:

a) The English-language set of documents must be legalized according to the provisions of the law, except for the following documents:

(i) Documents from the competent authority of the country where the foreign credit institution, the foreign organization engaged in banking activities has its headquarters sent directly to the State Bank.

(ii) Financial reports prepared directly in English;

b) Translations from English to Vietnamese must be certified by the signature of the translator in accordance with the certification regulations of Vietnamese law, except for the documents specified in point c of this clause.

c) Translations of financial reports must be confirmed by organizations or individuals permitted to practice translation according to the provisions of the law;

d) Vietnamese-language documents that are originals (or copies from original Vietnamese-language documents) prepared in Vietnam do not need to be translated into English.

4. In cases where the documents are copies that are not certified copies or copies issued from the original book, the original must be presented for comparison, the person making the comparison is responsible for the accuracy of the copy compared to the original.

Article 11. Documents for Application to Obtain a License for Establishing and Operating a Commercial Bank

1. An application form for obtaining a license to establish and operate a commercial bank signed by the founding shareholders, owners, and founding members according to the model prescribed in Appendix No. 04 issued together with this Circular.

2. Draft Charter.

3. A project for establishing a commercial bank, including at least the following contents:

a) The necessity of establishing a commercial bank;

b) The name of the commercial bank, the name of the centrally governed province/city where the main office is planned to be located, the operating period, the charter capital upon establishment, and the content of operations;

c) Financial capacity of the founding shareholders, contributing shareholders, owners, founding members, and contributing members;

d) An organizational structure diagram and network operation plan of the commercial bank expected in the first three years;

đ) A list of personnel expected, detailing their professional qualifications, work experience in the fields of finance, banking, economics, business management, law, accounting, and auditing, meeting the requirements of each position and title:

(i) Chairman, members, independent members of the Board of Directors, Board of Members; Heads of Committees under the Board of Directors, Board of Members;

(ii) Heads, members of the Supervisory Board;

(iii) General Director (Director), Deputy General Directors (Deputy Directors), Chief Accountant, and heads of subordinate units within the organizational structure;

e) Risk management policy: Identifying, measuring, preventing, managing, and controlling credit risks, operational risks, market risks, interest rate risks on the bank's books, liquidity risks, concentration risks, and other risks arising from significant activities and during the course of operations;

g) Information technology:

(i) Expected financial investment in information technology;

(ii) The information technology system must ensure compliance with the requirements for administrative management and risk management of the commercial bank and the regulations of the State Bank of Vietnam;

(iii) The ability to apply information technology, specifying: the time for implementing investment in technology; the type of technology expected to be applied; the expected staff and their capability in applying information technology; ensuring that the information system can integrate and connect with the State Bank of Vietnam's management system to provide information as required by the State Bank of Vietnam;

(iv) Documentation regarding the infrastructure for information technology serving the operations of the commercial bank;

(v) Solutions to ensure security and confidentiality corresponding to the type of service expected to be deployed; solutions regarding continuous operation of the information technology system;

(vi) Identifying, measuring, and implementing a risk management plan for the technology expected to be applied in the field of operations of the commercial bank;

(vii) Expected allocation of responsibilities for reporting and controlling the information technology system;

h) The ability of the bank to stand firm and develop in the market:

(i) Analysis and evaluation of the banking market, including the current situation, challenges, and prospects;

(ii) The ability of the bank to participate and compete in the market, proving the advantages of the bank when entering the market;

(iii) Development strategy, expansion of the network operation and content of banking activities, types of customers, and number of customers. In which, detailed analysis of meeting the conditions for activities with conditional requirements;

i) Internal control system and internal audit system:

(i) Principles of operation and requirements of the internal control system;

(ii) Drafts of basic internal regulations on organization and operation of the bank, at least including internal regulations stipulated in Clause 2 of Article 101 of the Law on Credit Organizations and the following regulations: Regulations on the organization and operation of the Board of Directors, Board of Members, Supervisory Board, and Executives; Regulations on the organization and operation of the main office, branches, and other subordinate units;

(iii) Content and procedures for the operation of internal audit;

k) Business plans expected in the first three years, including at least the following contents: Market analysis, strategy, objectives, and business plans, financial reports expected for each year (balance sheet, income statement, cash flow statement, minimum capital adequacy ratio, performance indicators, and explanations of the ability to achieve financial targets in each year);

4. Documents proving the capacity of the proposed management, control, and executive machinery:

a) Curriculum vitae according to the model prescribed in Appendix No. 07 issued together with this Circular;

(i) For personnel expected to have Vietnamese citizenship: A criminal record certificate issued by the authority managing the criminal record database, which must include complete information about the criminal record (including cleared and uncleared records) and information about prohibition from holding positions, establishing, and managing enterprises and cooperatives;

(ii) For personnel expected not to have Vietnamese citizenship: A criminal record certificate or equivalent document (with complete information about the criminal record; information about prohibition from holding positions, establishing, and managing enterprises and cooperatives) must be issued by the competent authority of Vietnam or the competent authority of a foreign country according to regulations. In cases where the criminal record certificate or equivalent document issued by a foreign competent authority does not contain information about prohibition from holding positions, establishing, and managing enterprises and cooperatives, the Head of the Preparatory Board must issue a document explaining why the criminal record certificate or equivalent document issued by a foreign competent authority does not contain such information and commit to bear legal responsibility for the fact that the expected personnel do not belong to the prohibited categories under the Law on Credit Organizations;

(iii) The criminal record certificate or equivalent document prescribed in point b(i) and b(ii) of this Clause must be issued by the competent authority before the submission of the application for the License issuance not more than six months prior to the submission date;

c) Certificates proving professional qualifications.

d) Other documents proving compliance with the conditions and standards prescribed in the Law on Credit Organizations and related laws;

đ) In cases where the person expected to be elected as a member of the Board of Directors, Board of Members, Member of the Supervisory Board, General Director (Director) does not have Vietnamese citizenship, in addition to the above documents, there must be a commitment document confirming full compliance with the conditions for residence and work in Vietnam;

5. Minutes of the meeting of founding shareholders, founding members, or a document from the owner on the selection of the Preparatory Board, Head of the Preparatory Board, approval of the draft Charter, project for establishing a commercial bank, and list of proposed management, control, and executive positions and the selection of the Preparatory Board, Head of the Preparatory Board.

Article 12. Documents for Application to Establish and Operate a Joint Stock Commercial Bank

1. Components of the application documents as prescribed in Article 11 of this Circular.

2. List of founding shareholders and anticipated list of shareholders contributing capital for establishment according to the model prescribed in Appendix No. 08 issued together with this Circular.

3. Documents of shareholders contributing capital for establishment:

(i) Share purchase application form for individuals according to the model prescribed in Appendix No. 09 issued together with this Circular;

(ii) Declaration of related parties according to the model prescribed in Appendix No. 11 issued together with this Circular;

(iii) In addition to the above-mentioned documents, founding shareholders must also provide the following documents:

- Curriculum vitae according to the model prescribed in Appendix No. 07 issued together with this Circular;

- Criminal record certificate issued by the criminal record management authority, which must include complete information on criminal records and prohibition from establishing enterprises, businesses, cooperatives;

- Financial statements of three consecutive years prior to the year of submitting the application for the license managed by the founding shareholder or a certified copy of a university degree or higher in finance, banking, economics, business administration, law, accounting, and auditing;

- Declaration of assets valued at VND 100 million or more, debts, and supporting documents according to the model prescribed in Appendix No. 12 issued together with this Circular;

(i) Share purchase application form according to the model prescribed in Appendix No. 10 issued together with this Circular;

(ii) Declaration of related parties according to the model prescribed in Appendix No. 11 issued together with this Circular;

(iii) License for establishment or equivalent document;

(iv) Passport of the legal representative and capital contributor representative of the organization at the bank (for those without Vietnamese nationality);

(v) Charter of the organization;

(vi) Financial statement of the year immediately preceding the year of submitting the application for the license and financial statement up to the latest date from the submission date of the application for the license, audited independently by an auditing firm listed by the competent authority and without any disclaimer from the auditor. In case there is no audited financial statement at the time of submitting the application for the license, submit the unaudited financial statement and provide the audited financial statement immediately upon issuance of the audit report by the auditing firm and bear responsibility for the contents of the submitted financial statement;

(vii) In addition to the above-mentioned documents, founding shareholders must also provide the following documents:

- Curriculum vitae of the capital contributor representative according to the model prescribed in Appendix No. 07 issued together with this Circular; Criminal record certificate issued by the criminal record management authority, which must include complete information on criminal records;

- Financial statements of five consecutive years immediately preceding the year of submitting the application for the license, audited independently by an auditing firm listed by the competent authority and without any disclaimer from the auditor. In case there is no audited financial statement at the time of submitting the application for the license, submit the unaudited financial statement and provide the audited financial statement immediately upon issuance of the audit report by the auditing firm and bear responsibility for the contents of the submitted financial statement;

- Document of the competent authority approving the contribution of capital for establishment for cases where the organization is a state-owned enterprise;

(viii) Original Financial Capability Statement for Contributing Capital to Establish a Joint Stock Commercial Bank for organizations that are not credit institutions according to the model prescribed in Appendix 13 issued together with this Circular;

(ix) Documents proving compliance with tax obligations and social insurance: Commitment document of the organization to fulfill all tax and social insurance obligations according to Appendix No. 14 issued together with this Circular; Confirmation document of the tax authority regarding fulfillment of tax obligations to the state budget; Document provided by the social insurance authority regarding the payment of social insurance by the organization;

4. After receiving the approval-in-principle document, the Preparatory Board must submit the following additional documents:

a) Charter of the joint stock commercial bank approved by the General Meeting of Shareholders;

b) Minutes of the first General Meeting of Shareholders;

c) Minutes of the Board of Directors meeting approving the election of the Chairman of the Board of Directors; Minutes of the Supervisory Board meeting approving the election of the Head of the Supervisory Board;

d) Decision of the Board of Directors appointing the positions of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

đ) List of shareholders contributing capital for establishment according to the model prescribed in Appendix No. 08 issued together with this Circular;

e) Document of the commercial bank where the preparatory board opened the capital contribution account confirming the amount of capital contributed by the shareholders contributing capital for establishment;

g) Document proving ownership or lawful right to use the headquarters of the joint stock commercial bank;

h) Internal regulations on the organization and operation of the joint stock commercial bank as stipulated in point i, Clause 3, Article 11 of this Circular, approved by the General Meeting of Shareholders and the Board of Directors;

i) Report of the founding shareholder being a domestic commercial bank on compliance with conditions as prescribed in the Law on Credit Institutions and guiding documents from the time of submitting the application for the license to the time of submitting supplementary documents;

k) Other relevant documents for issuing the license.

Article 13. Documents for Application to Issue a License for the Establishment and Operation of Joint Venture Banks and 100% Foreign-Owned Banks

1. Components of the application documents as prescribed in Article 11 of this Circular.

2. Documents of the owner, founding member being foreign credit organizations:

a) Audited financial statements for five consecutive years immediately preceding the year of submitting the application for the license, without any disclaimer from the auditing unit. In case there is no audited financial statement at the time of submitting the application for the license, submit the unaudited financial statement and must submit the audited financial statement immediately after the auditing organization issues the audit report and must be responsible for the contents of the submitted financial statement;

b) License for establishment and operation or equivalent document;

c) Document of the competent authority of the country where the foreign credit institution has its headquarters providing information about the foreign credit institution as follows:

(i) Scope of permitted activities of the foreign credit organization at the location where its headquarters is situated at the time of submitting the application for the license;

(ii) Compliance with banking laws and other relevant laws within five consecutive years immediately preceding the year of submitting the application for the license up to the time of submitting the application for the license;

(iii) Capital adequacy ratio and other safety ratios according to the regulations of the country where the foreign credit organization's headquarters is located in the year immediately preceding the year of submitting the application for the license up to the time of submitting the application for the license;

(iv) Compliance with risk management regulations and provision requirements in the year immediately preceding the year of submitting the application for the license up to the time of submitting the application for the license;

d) Rating documents or materials of international credit rating organizations rating the foreign credit organization within six months prior to the submission date of the application;

đ) Charter of the foreign credit organization;

e) Report on the process of establishment, operation, and development orientation of the foreign credit organization up to the time of submitting the application for the license;

g) Decision appointing the representative of the foreign credit organization as the capital contributor to the joint venture bank, 100% foreign-owned bank, accompanied by a copy of the representative's passport;

3. Documents of the founding member being a Vietnamese commercial bank or non-bank enterprise for the joint venture bank include the documents and materials stipulated in Point b Clause 3 Article 12 of this Circular, except for the share purchase application form;

4. The joint venture agreement includes main contents prescribed by law; the capital contribution agreement among the founding members for the 100% foreign-owned bank;

5. A document from the competent authority of the country where the foreign credit organization's headquarters is situated committing to ensure the ability to supervise all activities of the foreign bank (including the activities of the joint venture bank, 100% foreign-owned bank in Vietnam) based on consolidated practices internationally;

6. Commitment documents of the owner and founding members regarding:

a) Financial, technological, governance, management, and operational support for the joint venture bank, 100% foreign-owned bank;

b) Ensuring that the actual value of the charter capital of the joint venture bank, 100% foreign-owned bank does not fall below the statutory capital level and fully meets the regulations on operational safety as prescribed by the State Bank;

7. After receiving the principle approval document, the preparatory board must submit additional documents as follows:

a) The charter of the Bank approved by the Board of Members;

b) A document from a commercial bank where the preparatory board opens a capital contribution account confirming the amount of capital contributed by the founding members;

c) A document proving the legal ownership or right to use the headquarters of the commercial bank;

d) Internal regulations on the organization and operation of the joint venture bank, 100% foreign-owned bank as stipulated in Point i Clause 3 Article 11 of this Circular, approved by the Board of Members;

đ) A report from the founding member being a domestic commercial bank on meeting the conditions prescribed in the Law on Credit Organizations and guiding documents from the time of submitting the application for the license to the time of submitting additional documents;

e) A document from the competent authority of the country where the foreign credit organization's headquarters is situated evaluating the owner and founding member being a foreign credit organization meeting the conditions prescribed in the Law on Credit Organizations and guiding documents from the time of submitting the application for the license to the time of submitting additional documents;

g) In addition to the documents specified in Points a, b, c, d, đ, e of this clause, the preparatory board establishing a 100% foreign-owned bank as a limited liability company with one member must submit additional documents as follows:

(i) Decision of the owner appointing the Chairman of the Board of Members, members of the Board of Members, members of the Supervisory Board, General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

(ii) Minutes of the Supervisory Board meeting electing the Head of the Supervisory Board;

h) In addition to the documents specified in Points a, b, c, d, đ, e of Clause 7 of this Article, the preparatory board establishing a joint venture bank, 100% foreign-owned bank as a limited liability company with two or more members must submit additional documents as follows:

(i) Minutes of the first capital contributor meeting;

(ii) Minutes of the Board of Members meeting approving the election of the Chairman of the Board of Members; Minutes of the Supervisory Board meeting electing the Head of the Supervisory Board;

(iii) Decision of the Board of Members appointing the positions of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

i) Other related documents for issuing the license.

Article 14. Documents for Application to Issue a License for Establishing a Foreign Bank Branch

1. An application form for issuing a license to establish a foreign bank branch signed by the legal representative of the foreign bank according to the model specified in Appendix No. 05 issued together with this Circular.

2. The project for establishing a foreign bank branch shall include the following main contents:

a) The necessity of establishing a foreign bank branch;

b) The name of the foreign bank branch, the name of the centrally governed province/city where the head office of the branch is expected to be located, the scope of activities, duration of operation, and capital granted upon establishment;

c) The organizational structure diagram and the list of proposed staff of the foreign bank branch in accordance with Articles 97 and 98 of the Law on Credit Institutions; the list of proposed staff must detail their professional qualifications, work experience, and risk management capabilities that meet the requirements of each position;

d) Risk management policy: Identification, measurement, prevention, management, and control of credit risks, operational risks, market risks, interest rate risks on the balance sheet, liquidity risks, concentration risks, and other risks arising from significant activities and during the course of operations;

đ) Information technology:

(i) Expected financial investment in information technology;

(ii) The information technology system must ensure compliance with the requirements for management and risk management of the foreign bank branch and the regulations of the State Bank;

(iii) The ability to apply information technology, specifying: the time for implementing investment in technology; the type of technology expected to be applied; the expected staff and their capability in applying information technology; ensuring that the information system can integrate and connect with the State Bank of Vietnam's management system to provide information as required by the State Bank of Vietnam;

(iv) Documentation regarding the infrastructure serving the activities of the foreign bank branch;

(v) Measures to ensure security and confidentiality corresponding to the type of service expected to be implemented;

(vi) Identification, measurement, and implementation of risk management strategies for the technology expected to be applied in the field of activities of the foreign bank branch;

(vii) Expected allocation of responsibilities for reporting and controlling the information technology system;

e) The ability of the foreign bank branch to stand firm and develop in the market:

(i) Analysis and evaluation of the banking market, including the current situation, challenges, and prospects;

(ii) The ability of the foreign bank branch to participate and compete in the market, including proving the advantages of the foreign bank branch when entering the market;

(iii) Development strategy, expansion of the network of activities, and the content of banking activities, types of customers, and number of customers. In which, clearly analyze the fulfillment of conditions for activities subject to conditions;

g) Internal control and audit system:

(i) Requirements for the internal control system;

(ii) Drafts of basic internal regulations concerning the organization and operation of the foreign bank branch, at least including the internal regulations stipulated in Clause 2, Article 101 of the Law on Credit Institutions and regulations on the organization and operation of the foreign bank branch;

(iii) The process of internal audit activities;

h) Business plan expected for the first three years, which must at least include the following: Market analysis, strategy, objectives, and action plans to achieve these goals, financial reports expected for each year (balance sheet, income statement, cash flow statement, minimum capital adequacy ratio, performance indicators, and explanations of the ability to achieve financial targets in each year);

3. The charter of the parent bank.

4. Curriculum vitae of the General Director (Director) of the proposed foreign bank branch according to the model specified in Appendix No. 07 issued together with this Circular, confirmed by the parent bank; Criminal record certificate according to point b, Clause 4, Article 11 of this Circular; Certified copies of diplomas and certificates proving the qualifications and professional expertise of the General Director (Director) proposed, and documents proving the fulfillment of conditions and standards stipulated in the Law on Credit Institutions and related laws;

5. The license for establishment and operation or equivalent documents issued by the competent authority of the country where the foreign credit institution's headquarters is located for the parent bank.

6. A document from the competent authority of the country where the foreign credit institution's headquarters is located providing information about the parent bank as follows:

a) The scope of permitted activities of the parent bank at the time of submitting the application for a license;

b) Compliance with banking laws and other relevant laws over the five consecutive years immediately preceding the year of submission of the application for a license and up to the date of submission of the application for a license;

c) Capital adequacy ratios and other safety ratios prescribed by the country where the foreign credit institution's headquarters is located in the year immediately preceding the year of submission of the application for a license and up to the date of submission of the application for a license;

d) Compliance with risk management regulations and provisions on reserve setting in the year immediately preceding the year of submission of the application for a license and up to the date of submission of the application for a license.

7. A document from the competent authority of the country where the foreign credit institution's headquarters is located committing to supervise all activities of the parent bank (including the activities of the foreign bank branch in Vietnam) based on consolidated practices internationally.

8. Audited financial statements of the parent bank for five consecutive years immediately preceding the year of submission of the application for a license.

9. A document or material from an international credit rating organization rating the parent bank within six months prior to the date of submission of the application.

10. A document from the parent bank guaranteeing full responsibility for all obligations and commitments of the branch in Vietnam; ensuring the actual value of the capital granted to the branch does not fall below the statutory capital level and implementing restrictions to ensure safety in operations as prescribed by the Law on Credit Institutions.

11. Report on the process of establishment, operation, and development orientation of the parent bank up to the date of submission of the application for a license.

12. A document from the parent bank signed by the legal representative regarding the appointment of the preparatory board and authorization to the Chairman of the preparatory board.

13. The document from the parent bank signed by the legal representative accompanied by evidence proving that the foreign bank branch operating in Vietnam meets the conditions stipulated in point d, Clause 3, Article 29 of the Law on Credit Organizations when the parent bank requests to establish the second foreign bank branch or more in Vietnam.

14. After receiving the principle approval document, the preparatory board must supplement the following documents:

a) The appointment document for the General Director (Director) of the foreign bank branch signed by the legal representative of the parent bank;

b) A document proving the lawful right to use the office premises of the foreign bank branch;

c) Internal regulations regarding the organization and operation of the foreign bank branch as specified in point g, Clause 2 of this Article, approved by the parent bank;

d) A document from the competent authority of the country where the foreign credit institution has its headquarters evaluating whether the parent bank meets the conditions stipulated in the Law on Credit Organizations and related guiding documents from the time of submitting the application for the license to the time of supplementing the document;

e) Other relevant documents concerning the issuance of the License.

Article 15. Documents for Application for Issuance of License to Establish a Representative Office Abroad

1. An application for issuance of a license to establish a representative office abroad signed by the legal representative of the foreign credit institution or other foreign organizations engaged in banking activities according to the form prescribed in Appendix No. 06 issued together with this Circular.

2. Operating permit or equivalent document issued by the competent authority of the country where the foreign credit institution or other foreign organizations engaged in banking activities have their headquarters for the foreign credit institution or other foreign organizations engaged in banking activities.

3. A document from the competent authority of the country where the foreign credit institution or other foreign organizations engaged in banking activities have their headquarters providing information on the compliance with laws of the foreign credit institution or other foreign organizations engaged in banking activities.

4. A document from the competent authority of the country where the foreign credit institution or other foreign organizations engaged in banking activities have their headquarters allowing the foreign credit institution or other foreign organizations engaged in banking activities to establish a representative office abroad in Vietnam.

5. Report on the establishment and operation process of the foreign credit institution or other foreign organizations engaged in banking activities up to the time of submitting the application for issuance of the license and the development orientation of the foreign credit institution or other foreign organizations engaged in banking activities in Vietnam.

6. Financial report of the most recent year before the submission of the application for issuance of the license, audited by the foreign credit institution or other foreign organizations engaged in banking activities.

7. Curriculum vitae of the proposed Head of the Representative Office Abroad according to the form prescribed in Appendix No. 07 issued together with this Circular, confirmed by the foreign credit institution or other foreign organizations engaged in banking activities; Criminal record certificate as stipulated in point b, Clause 4, Article 11 of this Circular; certificates and diplomas proving the qualifications and professional competence of the proposed Head of the Representative Office Abroad in Vietnam.

8. A document proving the lawful right to use or will have the lawful right to use the office premises of the representative office abroad.

Chapter III

RESPONSIBILITIES OF ORGANIZATIONS AND INDIVIDUALS INVOLVED

Article 16. Responsibilities of the Preparatory Board

1. Establish and submit the dossier in accordance with this Circular.

2. After receiving the principle approval document, the Preparatory Board shall be responsible for:

a) Organizing the first Shareholders' Meeting and the first Capital Contributing Member Meeting to approve the contents as stipulated in Clause 4 and 5, Article 3 of this Circular;

b) Notifying shareholders, owners, capital contributing members, and the parent bank to deposit funds into the account opened by the Preparatory Board at a commercial bank in Vietnam.

3. Guide shareholders in the contribution process and review the dossiers of shareholders.

4. Bear responsibility for the completeness and accuracy of the submitted dossier to the State Bank of Vietnam.

5. Notify shareholders, founding members, and the parent bank of the reasons for not being granted a License if the State Bank of Vietnam does not approve.

6. Defend the contents of the project to establish a commercial bank, foreign bank branch before the Appraisal Council.

7. Present to the Appraisal Council on meeting the conditions for obtaining a License as required by the State Bank of Vietnam.

Article 17. Responsibilities of the Head of the Preparatory Board

1. Convene the first Shareholders' Meeting and the first Founding Member Meeting in accordance with the law.

2. Sign documents within his authority to request the establishment of a commercial bank, foreign bank branch until the State Bank of Vietnam grants a License.

Article 18. Responsibilities of organizations and individuals related to the License issuance dossier of commercial banks, foreign bank branches, and representative offices

Organizations and individuals related to the License issuance dossier of commercial banks, foreign bank branches, and representative offices must provide complete, accurate, and timely information as requested by the State Bank of Vietnam and the Preparatory Board in accordance with this Circular and bear legal responsibility for the provided information.

Article 19. Notification of License issuance information, legal representative information of commercial banks, general manager (director) information of foreign bank branches, and head of foreign representative office information to the business registration agency

Within five working days from the date the State Bank of Vietnam issues the License, the State Bank of Vietnam (the main unit handling the License issuance application dossier) or the State Bank of Vietnam branch as prescribed in Article 5 of this Circular shall notify in writing along with the License, the legal representative information of commercial banks, the general manager (director) information of foreign bank branches, and the head of foreign representative office information to the provincial business registration agency where the commercial bank, foreign bank branch, or foreign representative office is headquartered to update into the national enterprise registration information system.

Article 20. Coordination in issuing Licenses

1. After confirming that the dossier is complete and valid, the State Bank of Vietnam shall send a document seeking opinions from:

a) The People's Committee of the province or centrally governed city where the headquarters of the commercial bank or the foreign bank branch is planned to be located regarding the location of the headquarters of the commercial bank or the foreign bank branch;

b) The Ministry of Public Security regarding the list of personnel proposed to be elected or appointed as members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, and General Manager (Director) of the commercial bank, and General Manager (Director) of the foreign bank branch;

c) Relevant organizations and agencies (if necessary).

2. The State Bank of Vietnam shall consider and issue a principle approval document for establishing a commercial bank, foreign bank branch based on the opinions of relevant agencies.

Article 21. Appraisal Board

1. The Appraisal Board for the application dossier to issue the License for the establishment and operation of commercial banks and the License for the establishment of foreign bank branches (referred to as the Appraisal Board) shall be established by the Governor of the State Bank of Vietnam, comprising the Governor or a Deputy Governor (authorized by the Governor) as Chairman, and members being Heads of certain units under the State Bank of Vietnam. The Appraisal Board operates according to the Regulation prescribed by the Governor.

2. Tasks of the Appraisal Board: To appraise the dossiers requesting issuance of the License for the establishment and operation of commercial banks and the License for the establishment of foreign bank branches. During the appraisal process, the Appraisal Board applies the form of direct interviews to appraise the professional qualifications and knowledge about the banking sector of those individuals proposed to be elected to management and executive positions in commercial banks, and the proposed General Director (Director) of foreign bank branches; to appraise the rationality and feasibility of each content of the Project for the establishment of commercial banks and foreign bank branches.

Article 22. Responsibilities of the Lead Unit Processing Application Dossier for License Issuance

1. Serve as the lead unit to receive and appraise the application dossier for issuance of the License for the establishment and operation of commercial banks and the License for the establishment of foreign bank branches:

a) For the application dossier for issuance of the License for the establishment and operation of commercial banks and the License for the establishment of foreign bank branches before principle approval:

(i) The lead unit shall appraise the completeness and validity of the dossier and submit a written document to the State Bank of Vietnam to send to the Preparatory Board to confirm the completeness and validity of the dossier or request additional information;

(ii) Appraise the dossier and submit a written document proposing the appraisal along with the dossier to the members of the Appraisal Board for review. The written document proposing the appraisal shall clearly state the results of the appraisal and the recommendation regarding the issuance of the License;

(iii) Summarize the opinions of the Appraisal Board members and submit to the Chairman of the Appraisal Board to convene a meeting of the Appraisal Board members to review the application dossier for License issuance;

(iv) Based on the Minutes of the Appraisal Board meeting, submit a written document to the State Bank of Vietnam to send to the Preparatory Board regarding the principle approval or non-approval (including the reasons);

The content of the principle approval document includes: principle approval for the establishment of commercial banks, establishment of foreign bank branches; approval of the list of proposed personnel for commercial banks, foreign bank branches; approval of organizational structure, management and operation, internal control, internal audit of foreign bank branches;

b) For supplementary documents after principle approval:

After receiving supplementary documents, the lead unit is responsible for appraising them and submitting to the Governor of the State Bank of Vietnam to sign the Decision to issue the License for the establishment of commercial banks, the License for the establishment of foreign bank branches if the dossier is complete, valid, and meets the conditions stipulated, or issuing a document not granting the License (including the reasons).

2. Notify in writing the Business Registration Authority of the province where the commercial bank, foreign bank branch is headquartered, as provided for in Article 19 of this Circular.

3. Be responsible for managing and storing the License issuance dossier after the License has been issued.

4. Handle difficulties during the implementation of this Circular.

5. Supervise the implementation of commercial banks, foreign bank branches after they commence operations according to the Project for the establishment of commercial banks, foreign bank branches.

Article 23. Responsibilities of other units under the State Bank

1. Branches of the State Bank:

a) Within thirty days from the date the Lead Unit requests for issuance of the License as stipulated in Clause 7, Article 3 of this Circular sends a written request, branches of the State Bank where commercial banks, foreign bank branches propose to establish their headquarters shall examine the application for issuance of the License and send a written report to the Lead Unit;

b) Directly coordinate, inspect, guide, and supervise commercial banks, foreign bank branches to fulfill and ensure compliance with legal requirements set by the State Bank before commencing operations;

c) Suspend the commencement of operations of commercial banks, foreign bank branches if they fail to meet the conditions for starting operations;

d) Report to the Governor of the State Bank on the conditions and progress of initiating operations of commercial banks, foreign bank branches;

đ) Receive and examine applications as prescribed in Article 15 of this Circular;

e) Send a written request to the People's Committee of the province or centrally administered city where the representative office of a foreign country is proposed to be located regarding the establishment of the representative office of a foreign country when issuing a license for establishing a representative office of a foreign country as stipulated in Clause 2, Article 5 of this Circular;

g) Be responsible for managing and storing licensing files after issuing the License;

h) Notify the Ministry of Public Security (Economic Security Bureau) about personnel serving as the head of the representative office of a foreign country after issuing a license for establishing a representative office of a foreign country;

i) Notify in writing the Provincial Business Registration Authority where the representative office of a foreign country is located as prescribed in Article 19 of this Circular;

k) Guide the representative office of a foreign country in paying the licensing fee.

2. Other units under the State Bank that are relevant shall be responsible for coordinating in the issuance of Licenses as prescribed.

Chapter IV

IMPLEMENTING PROVISIONS

Article 24. Effective Date

This Circular takes effect from December 24, 2024.

Article 25. Implementation organization

Heads of units under the State Bank of Vietnam, commercial banks, foreign bank branches, representative offices of foreign countries, and related organizations and individuals are responsible for implementing this Circular./.