Circular No. 57/2024/TT-NHNN stipulates the documents and procedures for issuing the first license to non-bank credit institutions.

CIRCULAR

Regulations on the dossier and procedures for issuing the first License of

for non-bank credit institutions

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;

Pursuant to Decree No. 162/2024/NĐ-CP dated December 20, 2024 of the Government stipulating conditions for issuing Licenses for people's credit funds, microfinance organizations, and conditions for shareholders of credit institutions that are limited liability companies, founding shareholders, and founding members;

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

The Governor of the State Bank of Vietnam issues this Circular stipulating the dossier and procedures for issuing the first License for non-bank credit institutions.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

This Circular stipulates the dossier and procedures for issuing the first License for non-bank credit institutions.

Article 2. Applicability

1. Comprehensive financial company.

2. Specialized financial company.

3. Organizations and individuals related to the issuance of the first License for non-bank credit institutions.

Article 3. Explanation of Terms

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

1. Foreign credit institutions participating in capital contribution to establish non-bank credit institutions (hereinafter referred to as foreign credit institutions) include banks, finance companies, financial groups.

2. Shareholders contributing capital to establish are shareholders holding at least one ordinary share of the non-bank credit institution at the time of establishment.

3. Capital contributors are Vietnamese enterprises, Vietnamese commercial banks, foreign credit institutions contributing capital to non-bank credit institutions with two or more shareholders.

4. Founding assembly is an assembly of founding shareholders, founding members, and other capital contributors with the mission:

a) To approve the draft Charter of the non-bank credit institution; the project to establish the non-bank credit institution; the list of candidates to be elected and appointed as Chairperson and members of the Board of Directors, Board of Members, Head and members of the Supervisory Board, General Director (Director) of the non-bank credit institution for the first term;

b) To elect the Preparatory Committee, Head of the Preparatory Committee;

c) To decide on other matters related to the establishment of the non-bank credit institution.

5. Preparatory Committee is a group of persons chosen by founding shareholders, founding members, and owners to act as representatives and carry out tasks related to requesting the License. The Preparatory Committee must have at least 02 members, including 01 member as the Head.

6. Founding congress is a congress of founding shareholders, shareholders contributing capital to establish, founding members, and capital contributors organized after receiving the State Bank of Vietnam's (hereinafter referred to as the State Bank) approval in principle for the establishment, with the mission:

a) To approve the Charter of the non-bank credit institution;

b) To elect and appoint members of the Board of Directors, Board of Members, and members of the Supervisory Board for the first term according to the list of personnel already approved by the State Bank;

c) To approve regulations on the organization and operation of the Board of Directors, Board of Members, and Supervisory Board;

d) To decide on other matters related to the establishment of the non-bank credit institution.

7. Unit responsible for processing the dossier to request the License is a unit under the State Bank assigned the task of issuing the first License for non-bank credit institutions.

Article 4. Legal Form of Non-Bank Financial Institutions

1. Non-bank financial institutions may be organized under a legal form as prescribed in Clause 3 and Clause 4, Article 6 of the Law on Credit Institutions.

2. Non-bank financial institutions may be organized under a legal form as a limited liability company with two or more shareholders consisting of a commercial bank in Vietnam and a Vietnamese enterprise contributing capital (in which a commercial bank in Vietnam owns at least 30% of the total charter capital of the non-bank financial institution) or commercial banks in Vietnam contributing capital, ensuring compliance with Clause 1, Article 77 of the Law on Credit Institutions.

3. Joint venture non-bank financial institutions may be organized under a legal form as a limited liability company with two or more shareholders, through the contribution of capital from the Vietnamese side (including one or more commercial banks in Vietnam and Vietnamese enterprises) and the foreign side (including one or more foreign credit institutions) based on a joint venture agreement, ensuring compliance with Clause 1, Article 77 of the Law on Credit Institutions.

4. Non-bank financial institutions with 100% foreign capital may be organized under a legal form as a single-member limited liability company owned by a foreign credit institution or a limited liability company with two or more shareholders contributed by foreign credit institutions, ensuring compliance with Clause 1, Article 77 of the Law on Credit Institutions.

Article 5. Term of Operation

The term of operation of non-bank financial institutions shall be recorded in the License, not exceeding 50 years.

Chapter II
REGULATIONS ON GRANTING LICENSES

Article 6. License

1. The State Bank of Vietnam shall specify in detail the contents of banking activities and other business operations in the License issued to each non-bank financial institution according to the model License corresponding to each type of non-bank financial institution as stipulated in Appendix No. 01, 02, 03, 04 promulgated together with this Circular.

2. In case the License is lost, torn, burned, or destroyed in any other way, the non-bank financial institution must submit a written document explaining the reason and send it via postal service or directly submit it at the headquarters of the State Bank of Vietnam (one-stop service department) to request issuance of a copy of the License from the original License in accordance with the provisions of the law.

Within five working days from the date of receipt of the written request, the State Bank of Vietnam will issue a copy of the License from the original License for the non-bank financial institution.

Article 7. Procedures for Granting Licenses

Within sixty days from the date of receipt of the application dossier for the License, the State Bank of Vietnam shall send a written confirmation to the preparatory board that it has received a complete and valid dossier for preliminary approval or request additional information if the application dossier for the License is incomplete or invalid.

2. Within ninety days from the date of sending the written confirmation of receipt of a complete and valid dossier, the State Bank of Vietnam shall issue a written preliminary approval for the establishment of a non-bank financial institution. If the preliminary approval is not granted, the State Bank of Vietnam shall send a written response to the preparatory board, specifying the reasons for not granting the preliminary approval.

Within five working days from the date of receipt of all additional documents, the State Bank of Vietnam shall confirm in writing to the preparatory board that it has received all additional documents.

4. Within thirty days from the date of receipt of all additional documents, the State Bank of Vietnam shall proceed to grant the License in accordance with the regulations. If the License is not granted, the State Bank of Vietnam shall respond in writing to the preparatory board, specifying the reasons for not granting the License.

Article 8. Payment of Fees for Issuing the License

1. Within fifteen days from the date of issuance of the License, non-bank financial institutions must pay the fee for issuing the License at the State Bank (Trading Center) or make online payment through the National Public Service Portal.

2. The amount of the fee for issuing the License shall be in accordance with the provisions of the laws on fees and charges.

Article 9. Conditions Regarding Total Assets and Financial Status for Foreign Financial Institutions when Applying for a License

When applying for a License, foreign financial institutions that are founding members or owners of non-bank financial institutions must meet the following conditions regarding total assets and financial status:

1. Having total assets of at least one 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.

2. Operating profitably for three 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.

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 prepared 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 Establishment and Proposed Name of Non-Bank Financial Institution".

2. The application for the License of domestic non-bank financial institutions must be prepared in one set in Vietnamese, except where otherwise provided in this Circular.

3. The application for the License of joint venture non-bank financial institutions and non-bank financial institutions with 100% foreign capital 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 consularly in accordance with the provisions of the law, except for the following documents:

(i) Documents from the competent authority of the country where the foreign financial institution's headquarters is located sent directly to the State Bank;

(ii) Financial reports prepared directly in English;

(iii) Other documents exempted from legalization consularly in accordance with the provisions of the law on legalization consularly.

b) Translations from English to Vietnamese must be certified by the translator in accordance with the certification provisions 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 authorized to practice translation in accordance with 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 but not certified copies or copies issued 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.

Article 11. Common Application for Issuing the License

1. The application for the License signed by the founding shareholders, owners, and founding members according to the model prescribed in Appendix No. 5 issued together with this Circular.

2. Draft Charter of the non-bank financial institution.

3. Project for establishing the non-bank financial institution (except in cases stipulated in Clause 4 of this Article), including at least the following contents:

a) The necessity of establishment;

b) The name of the proposed non-bank financial institution, type, name of the province/city where the main office is planned to be located, period of operation, charter capital upon establishment, content of activities and ability to meet the operating conditions for non-bank financial institutions prescribed by law;

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

d) Organizational structure and network activity plan for the first three years;

đ) List of personnel planned, detailing the 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 and members of the Supervisory Board;

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

e) Risk management policy: Identification, measurement, prevention, management, and control of credit risks, operational risks, market risks, liquidity risks, and other risks during the course of operations;

g) Information technology:

(i) Financial investment plans for information technology;

(ii) Information technology systems must ensure compliance with requirements for management and risk management and regulations of the State Bank;

(iii) Ability to apply information technology, specifying the implementation time for investment in technology, the type of technology planned to be applied, the planned staff and their capabilities in applying information technology, ensuring that the system can integrate and connect with the State Bank's management system to provide information as required by the State Bank;

(iv) Documentation on infrastructure for information technology serving the operations of the non-bank financial institution;

(v) Solutions to ensure security and confidentiality corresponding to the type of service planned to be implemented; solutions for ensuring continuous operation of the information technology system;

(vi) Identification, measurement, and implementation of risk management strategies for the technology planned to be applied in the field of operations of the non-bank financial institution;

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

h) Sustainable development capability in the market:

(i) Market analysis and evaluation, specifying the current situation, challenges, and prospects;

(ii) Capability to participate and compete in the market, proving the advantages of participating in the market.

(iii) Strategy for development, expansion of the network of operations and content of banking activities, customer objects, including detailed analysis of meeting conditions for operational contents with conditional requirements;

i) Internal control system and internal audit system:

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

(ii) Draft of basic internal regulations on organization and operation of non-bank credit institutions, at least including internal regulations stipulated in Clause 2, Article 101 of the Law on Credit Institutions and the following regulations: Regulations on organization and operation of the Board of Directors, Board of Members, Supervisory Board, Management Personnel; Regulations on organization and operation of the headquarters, branches, and other affiliated units;

(iii) Content and procedures for internal audit operations;

k) Business plan expected for the first three years, which must at least include 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. The project to establish a non-bank credit institution approved by the owner shall include at least the contents prescribed in Clause 3 of this Article (except points a and c) in the case where the owner is a commercial bank that is compulsorily transferred to establish a non-bank credit institution to implement the compulsory transfer plan already approved;

5. Documents proving the capability of the proposed management, supervision, and operation machinery:

a) Curriculum vitae according to the model prescribed in Appendix No. 06 issued together with this Circular;

(i) For personnel proposed with Vietnamese citizenship: Criminal record certificate issued by the criminal record data management agency, which must contain complete information about criminal records (including erased criminal records and unerased criminal records) and information about prohibition from holding positions, establishing, and managing enterprises, cooperatives;

(ii) For personnel proposed without Vietnamese citizenship: Criminal record certificate or equivalent document (containing complete information about criminal records; information about prohibition from holding positions, establishing, and managing enterprises, cooperatives) must be issued by the competent authority of Vietnam or the competent authority of a foreign country according to the provisions. 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, cooperatives, the Head of the Preparatory Board must issue a document explaining the absence of a competent authority of the issuing country providing such information and commit to bear responsibility under the law regarding the proposed management, supervision, and operation personnel not belonging to the prohibited categories according to the Law on Credit Institutions;

(iii) Criminal record certificate or equivalent document prescribed in point b(i) and b(ii) must be issued by the competent authority before the non-bank credit institution submits the application for the License not exceeding six months;

c) Certificates proving professional qualifications;

d) Other documents proving compliance with the conditions and standards prescribed in the Law on Credit Institutions and related legal provisions;

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

6. Minutes of the founding assembly meeting of the founding shareholders or members, or the owner's document on the selection of the Preparatory Board, Head of the Preparatory Board, approval of the draft Charter, establishment project of the non-bank credit institution, and approval of the list of proposed management, supervision, and operation positions and selection of the Preparatory Board, Head of the Preparatory Board.

Article 12. Documents for Application for Issuance of License for Non-Bank Financial Institutions with Share Capital Structure

1. The components of the application file shall be as prescribed in Article 11 of this Circular.

2. A list of founding shareholders and shareholders contributing capital to establish the institution according to the form prescribed in Appendix No. 07 issued together with this Circular.

3. Documents of shareholders contributing capital to establish:

(i) Subscription form for shares according to the form prescribed in Appendix No. 08 issued together with this Circular;

(ii) Declaration of related parties according to the form prescribed in Appendix No. 10 issued together with this Circular;

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

- Curriculum vitae according to the form prescribed in Appendix No. 06 issued together with this Circular;

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

- Declaration of personal credit history according to the form prescribed in Appendix No. 11 issued together with this Circular;

- Financial statements of the enterprise where the founding shareholder is a manager for at least three consecutive years prior to the year of submitting the application for issuance of the license, or a copy of a bachelor's, master's, or higher degree in finance, banking, economics, business administration, law, accounting, or auditing;

(i) Subscription form for shares according to the form prescribed in Appendix No. 09 issued together with this Circular;

(ii) Declaration of related parties according to the form prescribed in Appendix No. 10 issued together with this Circular;

(iii) Authorization document for the representative of the contributed capital at the non-bank financial institution in accordance with the provisions of the law;

(iv) Charter of organization and operation;

(v) Financial statements of the year immediately preceding the year of submitting the application for issuance of the license and the most recent financial statements up to the date of submission of the application for issuance of the license, audited by an auditing firm listed by the competent authority as eligible to operate auditing services and without any adverse opinion from the auditing firm. In case there is no audited financial statement at the time of submitting the application for issuance of the license, the un-audited financial statement must be submitted and the audited financial statement must be submitted immediately upon issuance of the audit report by the auditing firm and the organization must bear responsibility for the contents of the submitted financial statements;

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

- Curriculum vitae of the person appointed as the representative of the contributed capital according to the form prescribed in Appendix No. 06 issued together with this Circular;

- Criminal record certificate of the person appointed as the representative of the contributed capital of the organization at the non-bank financial institution issued by the authority managing the criminal record database, which must include complete information on criminal records;

- Declaration of organizational credit history according to the form prescribed in Appendix No. 12 issued together with this Circular;

- Audited financial statements of the three consecutive years immediately preceding the year of submitting the application for issuance of the license, conducted by an auditing firm listed by the competent authority as eligible to operate auditing services and without any adverse opinion from the auditing firm. In case there is no audited financial statement of the immediately preceding year at the time of submitting the application for issuance of the license, the un-audited financial statement must be submitted and the audited financial statement must be submitted immediately upon issuance of the audit report by the auditing firm and the organization must bear responsibility for the contents of the submitted financial statements;

- Report on the financial capacity to contribute capital to establish a non-bank financial institution of the organization that is not a commercial bank according to the form prescribed in Appendix No. 13 issued together with this Circular;

- Documents proving compliance with conditions regarding tax obligations and social insurance contributions: Commitment letter of the organization to fulfill all tax and social insurance obligations according to Appendix No. 14 issued together with this Circular; Confirmation letter of the tax authority regarding the fulfillment of tax obligations to the state budget; Information letter of the social insurance authority regarding the payment of social insurance by the organization;

4. After receiving the principle approval document, the preparatory board must submit the following additional documents:

a) The charter of the non-bank financial institution approved by the Founding Assembly;

b) Minutes and Resolutions of the Founding Assembly approving the charter, electing members of the Board of Directors, members of the Supervisory Board, and regulations on the organization and operation of the Board of Directors and the Supervisory Board;

c) Minutes of the Board of Directors meeting electing the Chairman of the Board of Directors; Minutes of the Supervisory Board meeting electing 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) Document from a Vietnamese commercial bank where the preparatory board has opened a capital contribution account confirming the amount of capital contributed by founding shareholders;

e) Document proving ownership or lawful right to use the location of the main office;

g) Internal regulations on the organization and operation of the non-bank financial institution as stipulated in point i(ii) Clause 3 Article 11 of this Circular, approved by the Founding Assembly and the Board of Directors;

h) Report of founding shareholders who are Vietnamese commercial banks and Vietnamese enterprises on compliance with the provisions of the Government Decree on conditions for issuing licenses for people's credit funds, microfinance organizations, and conditions for owners of non-bank financial institutions established as limited liability companies, founding shareholders, and founding members from the time of submitting the application for issuance of the license to the time of submitting the supplementary application for issuance of the license.

Article 13. Documents for requesting a License for a non-bank credit institution with limited liability

1. The components of the application file shall be as prescribed in Article 11 of this Circular.

2. List of founding members and capital contributors to establish the non-bank credit institution according to the model prescribed in Appendix No. 07 issued together with this Circular.

3. Joint venture contract containing the main contents as prescribed by law and must include at least the following contents:

a) Name and address of the joint venture non-bank credit institution;

b) Name and address of the parties participating in the joint venture and the legal representative of each joint venture party;

c) Duration of operation of the joint venture;

d) Charter capital, contribution ratio, amount of capital contributed by each party, method of contribution, and progress of charter capital contribution;

đ) Rights and obligations of the joint venture parties;

e) Number and ratio of members of the Board of Members, Supervisory Board, and Management Board of each party within the joint venture;

g) Projected number of departments and number of staff of each party at the initial stage (number of people holding Vietnamese citizenship, number of people holding foreign citizenship);

h) Principles regarding accounting, reporting, establishment and use of funds; profit distribution and loss handling in business operations;

i) Procedures for resolving disputes between the parties arising from the implementation of the joint venture contract, procedures for liquidation, dissolution, merger, and consolidation of the joint venture non-bank credit institution;

k) Conditions for amending and supplementing the joint venture contract;

The joint venture contract must be signed by the legal representatives of the joint venture parties on each page and fully signed at the end of the contract.

4. Capital contribution agreement among founding members for a non-bank credit institution with limited liability.

5. Documents for the owner and founding members who are commercial banks or enterprises of Vietnam (except for the owner as provided for in Clause 6, Article 13 of this Decree):

a) Documents prescribed in point b(vi) Clause 3, Article 12 of this Circular, except for the Share Purchase Application;

b) Report on the process of establishment, operation, and development orientation of the owner and founding members up to the time of submitting the application for the License.

6. Documents for the owner who is a commercial bank transferred compulsorily to establish a non-bank credit institution to implement the approved compulsory transfer plan:

a) Authorization document for the legal representative of the Vietnamese commercial bank's shareholding at the non-bank credit institution in accordance with the provisions of the law;

b) Documentation proving compliance with tax and social insurance obligations: Commitment document to fulfill all tax and social insurance obligations of the organization according to Appendix No. 14 issued together with this Circular; Confirmation from the tax authority regarding the fulfillment of tax obligations to the state budget; Document from the social insurance authority providing information about the payment of social insurance by the organization;

7. Documents for the owner and founding members who are foreign credit institutions:

(i) Curriculum vitae of the person appointed to represent the shareholding according to the model prescribed in Appendix No. 06 issued together with this Circular;

(ii) Judicial Record Form of the person appointed to represent the shareholding of the organization at the non-bank credit institution issued by the judicial record management authority, which must contain complete information about criminal records. In case the judicial record form or equivalent document issued by the competent authority of the foreign country does not have information about prohibition from assuming positions, establishing, or managing businesses, the Chairman of the Preparatory Board must issue a statement explaining the absence of the competent authority of the country issuing the judicial record form or equivalent document providing such information and commit to bear legal responsibility for personnel not belonging to the prohibited categories under the Law on Credit Institutions;

(iii) Declaration of information on the credit history of the organization according to the model prescribed in Appendix No. 12 issued together with this Circular;

(iv) Financial report of the foreign credit institution being the audited financial report for the three consecutive years prior to the year of submitting the application for the License. In case there is no audited financial report for the most recent year at the time of submitting the application for the License, submit the unaudited financial report and must submit the audited financial report immediately upon issuance by the auditing organization and must be responsible for the content of the submitted financial report;

(v) Report on the process of establishment, operation, and development orientation of the owner and founding members up to the time of submitting the application for the License;

b) Document from the competent authority of the country where the foreign credit institution is headquartered allowing the foreign credit institution to establish a joint venture non-bank credit institution and a wholly foreign-owned non-bank credit institution in Vietnam. In case the law of the country where the foreign credit institution is headquartered stipulates that the competent authority does not have the function of issuing such document, evidence confirming this by the competent authority of the country where the foreign credit institution is headquartered or a legal document of the country where the foreign credit institution is headquartered specifying this matter, legalized and translated into Vietnamese and certified in accordance with the law;

c) Document from the competent authority of the country where the foreign credit institution is headquartered providing information about the foreign credit institution as follows:

(i) The content of activities that have been licensed at the location where the foreign credit institution's headquarters is situated at the time of submitting the application for the License;

(ii) The situation regarding compliance with banking laws and other relevant laws over the five consecutive years immediately preceding the year of submission of the application for the License and up to the time of submission of the application for the License;

(iii) The capital adequacy ratio and other safety ratios according to the regulations of the country where the foreign credit institution's headquarters is located in the year immediately preceding the year of submission of the application for the License and up to the time of submission of the application for the License;

(iv) The situation regarding compliance with the risk management regulations and provisions on reserve requirements of the country where the foreign credit institution's headquarters is located in the year immediately preceding the year of submission of the application for the License and up to the time of submission of the application for the License;

d) Documents or materials from international credit rating organizations ranking the creditworthiness (including the credit rating and the outlook of the credit rating) of the foreign credit institution within six months prior to the time of submission of the application for the License;

đ) A document from the competent authority of the country where the foreign credit institution's headquarters is located committing to consolidated supervision in accordance with international practices for the activities of the foreign credit institution;

e) A commitment document from the owner, founding members regarding:

(i) Being ready to provide financial, technological, governance, management, and operational support for the joint venture non-bank credit institution and the wholly foreign-owned non-bank credit institution;

(ii) Ensuring the actual value of the charter capital of the limited liability non-bank credit institution does not fall below the statutory capital requirement and fully meets the regulations on operational safety as stipulated by the Governor of the State Bank of Vietnam;

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

a) The charter of the non-bank credit institution which has been approved by the Board of Members;

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

c) A document proving ownership or lawful right to use the location of the main office;

d) Internal regulations on the organization and operation of the non-bank credit institution as specified in point i(ii) Clause 3 Article 11 of this Circular which have been approved by the Board of Members;

đ) A report from a Vietnamese commercial bank, Vietnamese enterprise, or a report from a commercial bank required to establish a non-bank credit institution to implement a compulsory transfer plan, which has been approved, regarding compliance with the provisions of the Government Decree stipulating conditions for issuing Licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions being limited liability companies, founding shareholders, and founding members from the time of submitting the application for the License to the time of submitting the supplementary application for the License;

e) A document from the competent authority of the country where the foreign credit institution's headquarters is located evaluating the foreign credit institution's compliance with the provisions on owners and founding members as stipulated in the Government Decree regulating conditions for issuing Licenses for people's credit funds, microfinance organizations, and conditions for owners of credit institutions being limited liability companies, founding shareholders, and founding members from the time of submitting the application for the License to the time of submitting the supplementary application for the License;

g) In addition to the documents specified in points a, b, c, d, đ, e of this clause, the preparatory board establishing a single-member limited liability non-bank credit institution must submit the following additional documents:

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

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

h) In addition to the documents specified in points a, b, c, d, đ, e of this clause, the preparatory board establishing a multi-member limited liability non-bank credit institution must submit the following additional documents:

(i) Minutes and Resolution of the Founding Assembly approving the Charter, electing and appointing the positions of Board of Members members, Supervisory Board members, and regulations on the organization and operation of the Board of Members and Supervisory Board;

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

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

Chapter III
RESPONSIBILITIES OF THE RELATED UNITS

Article 14. Responsibilities of Units under the State Bank

a) Serve as the lead unit to receive and coordinate with related units of the State Bank of Vietnam, the State Bank of Vietnam branch where the proposed non-bank credit institution intends to locate its main office (hereinafter referred to as the State Bank of Vietnam branch) to review the initial application for the License; submit to the Governor of the State Bank of Vietnam for issuance of a document seeking opinions from the People's Committee of the province, centrally-run city where the proposed non-bank credit institution intends to locate its main office, the Ministry of Public Security (if necessary); submit to the Governor of the State Bank of Vietnam for approval in principle or disapproval of establishment of the non-bank credit institution; submit to the Governor of the State Bank of Vietnam for issuance of the License or denial of issuance of the License for the non-bank credit institution;

b) Within five working days from the date the Governor of the State Bank of Vietnam issues the License, the Lead Unit processing the application for issuance of the License shall be responsible for notifying in writing, along with the License, information about the legal representative of the non-bank financial institution to the Business Registration Authority of the province where the main office of the non-bank financial institution is located to update into the national business registration information system.

2. The State Bank of Vietnam branch

a) Within thirty days from the date the Lead Unit processing the application for issuance of the License sends a written request, the State Bank of Vietnam branch shall review the application for issuance of the License and send a written response to the Lead Unit processing the application for issuance of the License;

b) The State Bank of Vietnam branch shall receive notifications from non-bank financial institutions as stipulated in Clause 2, Article 34 of the Law on Credit Institutions; direct supervision and ensure compliance with legal requirements and conditions set forth by the State Bank of Vietnam; suspend the commencement of operations of the non-bank financial institution if it fails to meet the conditions specified in Clause 2, Article 34 of the Law on Credit Institutions.

3. Other units under the State Bank of Vietnam

Other units under the State Bank of Vietnam that are relevant shall be responsible for coordinating in the issuance of Licenses in accordance with the provisions herein.

Article 15. Responsibilities of related organizations and individuals

Organizations and individuals related to the application for issuance of the License of a non-bank financial institution must provide complete, accurate, and timely information as required by the State Bank of Vietnam and the Preparatory Board as stipulated in this Circular and bear legal responsibility for the information provided.

Chapter IV
IMPLEMENTING PROVISIONS

Article 16. Effective Date

This Circular takes effect from December 24, 2024.

Article 17. Implementation Organization

Heads of units under the State Bank of Vietnam, non-bank financial institutions, and related organizations and individuals are responsible for implementing this Circular./.