Circular No. 60/2025/TT-NHNN on conditions, documents, and procedures for approving capital contributions and share purchases by credit institutions

CIRCULAR

Regulations on conditions, documents, and procedures for approving

the contribution of capital and purchase of shares by credit institutions

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12;

Pursuant to the Law on Credit Institutions No. 32/2024/QH15 amended and supplemented by Law No. 96/2025/QH15;

Pursuant to Decree No. 26/2025/NĐ-CP of the Government stipulating the functions, tasks, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Credit Institution System Safety Department;

The Governor of the State Bank of Vietnam issues this Circular stipulating conditions, documents, and procedures for approving the contribution of capital and purchase of shares by credit institutions.

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

1. This Circular stipulates conditions, documents, and procedures for approving the contribution of capital and purchase of shares by credit institutions, including:

a) Commercial banks contributing capital and purchasing shares to:

(i) Establish, acquire subsidiaries and associated companies operating in the fields of guaranteeing issuance of securities, securities brokerage; managing and distributing certificates of investment funds; managing stock portfolios and buying and selling stocks; insurance; managing debts and exploiting assets; remittances; gold; payment intermediary services; credit information;

(ii) Acquire subsidiaries and associated companies operating in the fields of financial leasing; factoring; consumer credit; issuing credit cards;

b) Commercial banks contributing capital and purchasing shares in other domestic enterprises operating outside the fields of insurance, securities, remittances, gold, factoring, issuing credit cards, consumer credit, payment intermediary services, and credit information;

c) Comprehensive finance companies contributing capital and purchasing shares to establish, acquire subsidiaries and associated companies operating in the fields of insurance, securities, managing debts and exploiting assets; specialized finance companies contributing capital and purchasing shares to establish, acquire subsidiaries and associated companies operating in the field of managing debts and exploiting assets;

d) Converting debts into contributed capital and share capital to handle bad debts of commercial banks at domestic enterprises operating outside the fields of insurance, securities, remittances, gold, factoring, issuing credit cards, consumer credit, payment intermediary services, and credit information.

2. This Circular does not apply to the following cases:

a) Commercial banks contributing capital and purchasing shares to establish credit institutions;

b) Commercial banks purchasing and holding shares of other credit institutions according to Clause 8, Article 111 of the Law on Credit Institutions, except in the case where commercial banks purchase shares to acquire subsidiaries and associated companies according to point a(ii), Clause 1 of this Article;

c) Contributing capital and purchasing shares from the transferee in compulsory transfer of commercial banks.

3. Increasing capital at subsidiaries and associated companies of credit institutions in the cases specified in points a and c, Clause 1 of this Article must comply with the conditions stipulated in Article 8 of this Circular.

Article 2. Applicability

This Circular applies to:

1. Commercial banks, comprehensive finance companies, and specialized finance companies (hereinafter referred to as credit institutions).

2. Organizations and individuals related to the contribution of capital, purchase of shares, conversion of debts into contributed capital and share capital of credit institutions.

Article 3. Principles for preparing and submitting application documents for approval

1. Documents must be prepared in Vietnamese. In cases where parts of the documents are in a foreign language, they must be legalized according to Vietnamese law (except in cases exempted from legalization under Vietnamese law on legalization) and translated into Vietnamese.

2. Translations from foreign languages into Vietnamese must be certified by the translator according to Vietnamese law.

3. Submitted documents must be original or certified copies issued from the original book or certified copies accompanied by presentation of the original for comparison; in cases where credit institutions submit certified copies accompanied by presentation of the original for comparison, the person comparing must sign confirmation on the copy and bear responsibility for the accuracy of the copy compared to the original.

4. Documents of credit institutions requesting the State Bank of Vietnam (hereinafter referred to as the State Bank) for approval must be signed by the legal representative or authorized representative (hereinafter referred to as the authorized representative). In cases of signing by authorization, the documents must include an authorization letter established in accordance with the provisions of Vietnamese law.

5. In cases where the State Bank cannot extract information from the National Enterprise Registration Database or the extracted information is incomplete or inaccurate, the State Bank requests credit institutions to submit supplementary Enterprise Registration Certificates of the enterprise receiving contributions of capital and purchase of shares.

6. When submitting documents online through the National Public Service Portal, electronic documents must use digital signatures in accordance with the provisions of Vietnamese law on administrative procedures in the electronic environment.

In cases where the National Public Service Portal system encounters technical issues or errors preventing the reception and exchange of electronic information, the declaration, submission, receipt, result delivery, exchange, and feedback of information shall be carried out through postal services or directly at the One-Stop Service Unit of the State Bank.

7. Documents in the electronic dossier are scanned copies of the originals (PDF format files).

8. The results of administrative procedures are sent to credit institutions via electronic means through online methods; in cases where credit institutions request it, the results can be sent via postal services or delivered directly at the One-Stop Service Unit of the State Bank.

Article 4. Competence to Approve Capital Contribution and Share Purchase by Credit Institutions

1. The Governor of the State Bank shall examine and approve capital contribution and share purchase in other enterprises operating in fields specified in point b, Clause 1, Article 1 of this Circular and the conversion of debt into capital contribution and share purchase as stipulated in point d, Clause 1, Article 1 of this Circular.

2. The Director of the Department for Management and Supervision of Credit Institutions shall examine and approve capital contribution and share purchase to establish, acquire subsidiaries and associated companies as specified in points a and c, Clause 1, Article 1 of this Circular.

Chapter II
ARTICLE ON CONDITIONS, DOCUMENTS AND PROCEDURES FOR APPROVAL OF CAPITAL CONTRIBUTION AND SHARE PURCHASE; CONDITIONS FOR INCREASING CAPITAL AT SUBSIDIARIES AND ASSOCIATED COMPANIES OF CREDIT INSTITUTIONS

MATTERS RELATING TO CAPITAL CONTRIBUTION AND PURCHASE OF SHARES; CONDITIONS FOR CAPITAL INCREASE AT SUBSIDIARIES AND AFFILIATED COMPANIES OF CREDIT ORGANIZATIONS

REGARDING SUBSIDIARIES AND AFFILIATED COMPANIES OF CREDIT ORGANIZATIONS

Article 5. Conditions for Implementing Capital Contribution and Share Purchase by Credit Institutions

1. Conditions for implementing capital contribution and share purchase to establish, acquire subsidiaries as specified in points a and c, Clause 1, Article 1 of this Circular (excluding subsidiaries operating in asset management and exploitation fields):

a) A license for establishment and operation of credit institutions containing the content of capital contribution and share purchase;

b) Ensuring the minimum capital adequacy ratio as prescribed in point b, Clause 1, Article 138 of the Law on Credit Organizations in the 24 months immediately preceding the month of application and at the time of completion of capital contribution and share purchase;

c) Ensuring compliance with the limits on capital contribution and share purchase as prescribed in Article 137 of the Law on Credit Organizations in the 24 months immediately preceding the month of application and at the time of completion of capital contribution and share purchase;

d) Having profitable business operations according to the financial statements of the year immediately preceding the application year, audited by an independent auditing organization;

đ) Not being subject to administrative penalties for non-compliance with loan classification, provision setting aside and utilization for risk management, capital contribution, and share purchase in the 12 months immediately preceding the month of application;

e) Having a non-performing loan ratio as defined by the Governor of the State Bank regarding asset classification in commercial bank operations, non-bank credit organizations, and foreign bank branches less than 3% in the 12 months immediately preceding the month of application;

g) Ensuring an organizational management structure; the number of members, structure, term of office of the Board of Directors, Board of Members, Supervisory Board, General Director (Director) complying with the provisions of the Law on Credit Organizations at the time of application.

2. Conditions for implementing capital contribution and share purchase to establish, acquire associated companies as specified in points a and c, Clause 1, Article 1 of this Circular (excluding associated companies operating in asset management and exploitation fields):

a) The conditions prescribed in points a, d, đ, e, g, Clause 1 of this Article;

b) Ensuring the minimum capital adequacy ratio as prescribed in point b, Clause 1, Article 138 of the Law on Credit Organizations in the 12 months immediately preceding the month of application and at the time of completion of capital contribution and share purchase;

c) Ensuring compliance with the limits on capital contribution and share purchase as prescribed in Article 137 of the Law on Credit Organizations in the 12 months immediately preceding the month of application and at the time of completion of capital contribution and share purchase.

3. Conditions for implementing capital contribution and share purchase to establish, acquire subsidiaries and associated companies operating in asset management and exploitation fields:

a) A license for establishment and operation of credit institutions containing the content of capital contribution and share purchase;

b) Ensuring compliance with the limits on capital contribution and share purchase as prescribed in Article 137 of the Law on Credit Organizations at the time of application and at the time of completion of capital contribution and share purchase;

c) Ensuring the minimum capital adequacy ratio as prescribed in point b, Clause 1, Article 138 of the Law on Credit Organizations at the time of application and at the time of completion of capital contribution and share purchase.

4. Conditions for implementing capital contribution and share purchase for domestic enterprises as specified in point b, Clause 1, Article 1 of this Circular:

a) The conditions prescribed in Clause 1 of this Article;

b) Ensuring the maximum proportion of short-term sources of funds used for medium- and long-term loans as prescribed by the Governor of the State Bank regarding limits and ratios ensuring safety in banking operations, foreign bank branches in the 24 months immediately preceding the month of application and at the time of completion of capital contribution and share purchase.

5. Conditions for implementing the conversion of debt into capital contribution and share purchase as specified in point d, Clause 1, Article 1 of this Circular:

a) The conditions prescribed in points a, b, c, d, đ, g, Clause 1 of this Article;

b) The debt converted into capital contribution and share purchase must be bad debt, and the conversion of debt into capital contribution and share purchase must be for the purpose of resolving bad debt. Bad debt is debt classified according to the Governor of the State Bank's regulations on asset classification in commercial bank operations, non-bank credit organizations, and foreign bank branches.

Article 6. Documents for requesting approval of capital contribution and share purchase by credit organizations

1. The documents for requesting approval of capital contribution and share purchase to establish, acquire subsidiaries and associated companies as specified in point a and c, Clause 1, Article 1 of this Circular (excluding subsidiaries and associated companies operating in the field of debt management and asset exploitation) shall include:

a) A document from the credit organization proposing approval of the capital contribution and share purchase as stipulated in the Appendix attached to this Circular;

b) A document from the competent authority of the credit organization approving the plan for capital contribution and share purchase;

c) The credit organization's plan on capital contribution and share purchase, which must minimally include the following contents:

(i) Name (in Vietnamese and foreign language), main office address of the credit organization contributing capital and purchasing shares;

(ii) Name (in Vietnamese and foreign language), main office address, business content, business registration certificate number, duration of operation of the enterprise receiving capital contribution and share purchase;

(iii) Reason and necessity for the capital contribution and share purchase;

(iv) Estimated amount of capital contribution, proportion of contributed capital; estimated number of shares and proportion of share ownership at the enterprise receiving capital contribution and share purchase;

(v) Registered capital, actual value of registered capital of the credit organization before implementing the capital contribution and share purchase;

(vi) Estimated registered capital, actual value of registered capital of the credit organization after completing the capital contribution and share purchase;

(vii) Non-performing loan ratio each month in the 12 months immediately preceding the month of application;

(viii) Situation regarding compliance with regulations on classification of debts, provision for risk management, capital contribution, and share purchase in the 12 months immediately preceding the month of application;

(ix) Minimum capital adequacy ratio according to point b, Clause 1, Article 138 of the Law on Credit Organizations in the 12 months immediately preceding (for cases of capital contribution and share purchase to establish, acquire associated companies) or 24 months immediately preceding (for cases of capital contribution and share purchase to establish, acquire subsidiaries) the month of application and at the time of completion of the capital contribution and share purchase;

(x) Information on compliance with limits on capital contribution and share purchase as stipulated in Article 137 of the Law on Credit Organizations in the 12 months immediately preceding (for cases of capital contribution and share purchase to establish, acquire associated companies) or 24 months immediately preceding (for cases of capital contribution and share purchase to establish, acquire subsidiaries) the month of application and at the time of completion of the capital contribution and share purchase;

(xi) Management structure of the credit organization; number of members, structure, term of the Board of Directors, Board of Members, Supervisory Board, General Director (Director) as prescribed by the Law on Credit Organizations at the time of application;

(xii) Major shareholders and related parties of major shareholders of the enterprise after the credit organization contributes capital and purchases shares according to the Law on Credit Organizations and regulations of the State Bank;

(xiii) Assessment of the impact of capital contribution and share purchase on the financial situation, governance, management, and operations of the credit organization;

d) Financial statements of the year immediately preceding the application year of the credit organization audited by an independent auditing organization. In case the financial statement has a qualified opinion from the auditing organization, the credit organization must provide reasonable documentation explaining the qualified opinion does not affect the conditions for capital contribution and share purchase and have confirmation from the auditing organization about the impact of the qualified opinion.

2. The documents for requesting approval of capital contribution and share purchase to establish, acquire subsidiaries and associated companies operating in the field of debt management and asset exploitation shall include:

a) The components of documents as specified in point a and b, Clause 1 of this Article;

b) The credit organization's plan on capital contribution and share purchase, which must minimally include the contents specified in point c(i), c(ii), c(iii), c(iv), c(v), c(vi) of Clause 1 of this Article and information on the minimum capital adequacy ratio according to point b, Clause 1, Article 138 of the Law on Credit Organizations, compliance with limits on capital contribution and share purchase as stipulated in Article 137 of the Law on Credit Organizations at the time of application and at the time of completion of the capital contribution and share purchase.

3. The documents for requesting approval of capital contribution and share purchase for other domestic enterprises as specified in point b, Clause 1 of Article 1 of this Circular shall include:

a) The components of documents as specified in point a, b, and d, Clause 1 of this Article;

b) The credit organization's plan on capital contribution and share purchase, which must minimally include the contents specified in point c(i), c(ii), c(iii), c(iv), c(v), c(vi), c(vii), c(viii), c(xi), c(xii), c(xiii) of Clause 1 of this Article and the following contents:

(i) Minimum capital adequacy ratio according to point b, Clause 1, Article 138 of the Law on Credit Organizations in the 24 months immediately preceding the month of application and at the time of completion of the capital contribution and share purchase;

(ii) Information on compliance with limits on capital contribution and share purchase as stipulated in Article 137 of the Law on Credit Organizations in the 24 months immediately preceding the month of application and at the time of completion of the capital contribution and share purchase;

(iii) Maximum ratio of short-term capital used for medium- and long-term loans in the 24 months immediately preceding the month of application and at the time of completion of the capital contribution and share purchase.

4. The documents for requesting approval of converting debt into capital contribution and share purchase as specified in point d, Clause 1 of Article 1 of this Circular shall include:

a) The components of documents as specified in point a, b, and d, Clause 1 of this Article;

b) The credit organization's plan on converting debt into capital contribution and share purchase, which must minimally include the contents specified in point c(i), c(ii), c(iii), c(iv), c(v), c(vi), c(viii), c(xi), c(xii), c(xiii) of Clause 1 of this Article and the following information:

(i) Minimum capital adequacy ratio according to point b, Clause 1, Article 138 of the Law on Credit Organizations in the 24 months immediately preceding the month of application and at the time of completion of the capital contribution and share purchase;

(ii) Information on compliance with limits on capital contribution and share purchase as stipulated in Article 137 of the Law on Credit Organizations in the 24 months immediately preceding the month of application and at the time of completion of the capital contribution and share purchase;

(iii) Information on the debt being converted into capital contribution and share purchase, including: The current status of the debt expected to be converted into capital contribution and share purchase (balance of the debt, loan category, recoverability of the debt); amount of capital contribution, proportion of contributed capital or number of shares, proportion of share ownership formed from converting debt into capital contribution and share purchase.

Article 7. Procedures for Approval of Capital Contribution and Purchase of Shares by Credit Institutions

1. Credit institutions shall prepare one set of documents in accordance with Article 6 of this Circular and submit them directly or through postal services to the headquarters of the State Bank of Vietnam (One-Stop Service Department) or submit them online in accordance with Articles 3(6) and 3(7) of this Circular. In cases where the submitted documents are incomplete or invalid, the State Bank will issue a written request for the credit institution to supplement the documents within ten days from the date of receipt of the documents.

2. Within thirty days from the date of receiving complete and valid documents, the State Bank or the Credit Institution Management and Supervision Department shall issue a written approval or disapproval of the capital contribution, purchase of shares, conversion of debt into capital contribution or share capital of credit institutions; in case of disapproval, the State Bank or the Credit Institution Management and Supervision Department shall issue a written document specifying the reasons.

3. The approval document of the State Bank or the Credit Institution Management and Supervision Department shall be effective for twelve months from the date of signing.

Article 8. Conditions for Increasing Capital at Subsidiaries and Associated Companies of Credit Institutions

1. Conditions for increasing capital at subsidiaries as stipulated in points a and c of Clause 1 of Article 1 of this Circular (excluding subsidiaries operating in the field of debt management and asset exploitation):

a) For credit institutions implementing capital increase:

(i) Ensuring the minimum capital adequacy ratio as prescribed in point b of Clause 1 of Article 138 of the Law on Credit Organizations in the twenty-four months immediately preceding the month in which the credit institution issues a resolution approving the capital increase and at the time of completion of the capital increase;

(ii) Ensuring compliance with the limits on capital contribution and purchase of shares as prescribed in Article 137 of the Law on Credit Organizations in the twenty-four months immediately preceding the month in which the credit institution issues a resolution approving the capital increase and at the time of completion of the capital increase;

(iii) The actual value of the charter capital at the time the credit institution issues a resolution approving the capital increase and at the time of completion of the capital increase shall not be lower than the statutory capital requirement;

(iv) The business results show profit according to the audited financial statements of the year immediately preceding the year in which the credit institution issues a resolution approving the capital increase, audited by an independent auditing organization;

(v) Not being subject to administrative penalties for non-compliance with loan classification, provision for risk, capital contribution, and share purchase in the twelve months immediately preceding the month in which the credit institution issues a resolution approving the capital increase;

(vi) Having a non-performing loan ratio as defined by the Governor of the State Bank in the operation of commercial banks, non-bank credit institutions, and foreign bank branches below three percent in the twelve months immediately preceding the month in which the credit institution issues a resolution approving the capital increase;

(vii) Ensuring the number of members, structure, term of office of the Board of Directors, Board of Members, Audit Committee, General Director (Director) in accordance with the Law on Credit Organizations at the time the credit institution issues a resolution approving the capital increase;

b) For subsidiaries of credit institutions:

(i) Business results showing profit according to the audited financial statements in the three years immediately preceding the year in which the credit institution issues a resolution approving the capital increase (for subsidiaries with more than three years of operation) or according to the audited financial statements from the date of establishment to the time the credit institution issues a resolution approving the capital increase (for subsidiaries with less than three years of operation) and without accumulated losses up to the time the credit institution issues a resolution approving the capital increase;

(ii) Not being subject to administrative penalties for the field of activity of the subsidiary in the twelve months immediately preceding the month in which the credit institution issues a resolution approving the capital increase.

2. Conditions for increasing capital at associated companies as stipulated in points a and c of Clause 1 of Article 1 of this Circular (excluding associated companies operating in the field of debt management and asset exploitation):

a) For credit institutions implementing capital increase:

(i) Ensuring the minimum capital adequacy ratio as prescribed in point b of Clause 1 of Article 138 of the Law on Credit Organizations in the twelve months immediately preceding the month in which the credit institution issues a resolution approving the capital increase and at the time of completion of the capital increase;

(ii) Ensuring compliance with the limits on capital contribution and purchase of shares as prescribed in Article 137 of the Law on Credit Organizations in the twelve months immediately preceding the month in which the credit institution issues a resolution approving the capital increase and at the time of completion of the capital increase;

(iii) The conditions prescribed in points a(iii), a(iv), a(v), a(vi), and a(vii) of Clause 1 of this Article;

b) For associated companies of credit institutions:

(i) Business results showing profit according to the audited financial statements in the three years immediately preceding the year in which the credit institution issues a resolution approving the capital increase (for associated companies with more than three years of operation) or according to the audited financial statements from the date of establishment to the time the credit institution issues a resolution approving the capital increase (for associated companies with less than three years of operation) and without accumulated losses up to the time the credit institution issues a resolution approving the capital increase;

(ii) Not being subject to administrative penalties for the field of activity of the associated company in the twelve months immediately preceding the month in which the credit institution issues a resolution approving the capital increase.

3. Conditions for increasing capital at subsidiaries and associated companies operating in the field of debt management and asset exploitation:

a) For credit institutions implementing capital increase:

(i) The conditions prescribed in point a(iii) of Clause 1 of this Article;

(ii) Ensuring the minimum capital adequacy ratio as prescribed in point b of Clause 1 of Article 138 of the Law on Credit Organizations at the time the credit institution issues a resolution approving the capital increase and at the time of completion of the capital increase;

(iii) Ensuring compliance with the limits on capital contribution and purchase of shares as prescribed in Article 137 of the Law on Credit Organizations at the time the credit institution issues a resolution approving the capital increase and at the time of completion of the capital increase;

b) For subsidiaries and associated companies of credit institutions:

Not being subject to administrative penalties for the field of activity of the subsidiary or associated company in the twelve months immediately preceding the month in which the credit institution issues a resolution approving the capital increase.

4. In the case where a credit organization increases capital at a subsidiary or associated company that is also a credit organization subject to early intervention or special supervision, it is not required to meet the conditions specified in point b, Clause 1, and point b, Clause 2 of this Article.

Chapter III
RESPONSIBILITIES OF RELATED UNITS

Article 9. Responsibilities of credit organizations

1. Shall be responsible under the law for the accuracy, completeness, and truthfulness of the information provided in the application documents for approval of capital contribution and share purchase as stipulated in Clause 5, Article 3 and Article 6 of this Circular, and for meeting the conditions for increasing capital at subsidiaries and associated companies as stipulated in Article 8 of this Circular.

2. Shall report to the State Bank of Vietnam (through the Credit Institution Management and Supervision Department) on the implementation of increasing capital at subsidiaries and associated companies within five days from the date the new registered charter capital level is recorded in the business registration certificate of the subsidiary or associated company, or from the date the subsidiary or associated company changes information about the ownership ratio of shares or contributed capital of the credit organization, specifying clearly the fulfillment of the conditions for increasing capital at subsidiaries and associated companies as stipulated in Article 8 of this Circular.

3. Shall ensure that the actual value of the minimum charter capital remains equal to or above the statutory capital before and after completing the capital contribution and share purchase.

4. Shall ensure compliance with the conditions for implementing capital contribution and share purchase as stipulated in Article 5 of this Circular before and after completing the capital contribution and share purchase; shall ensure compliance with the conditions for increasing capital at subsidiaries and associated companies as stipulated in Article 8 of this Circular after completing the capital increase.

Article 10. Responsibilities of the Credit Institution Management and Supervision Department of the State Bank of Vietnam

1. The Credit Institution Management and Supervision Department shall be responsible for evaluating the application documents and conditions for credit organizations' capital contribution and share purchase as stipulated in this Circular; issuing written approval or disapproval for capital contribution and share purchase to establish or acquire subsidiaries and associated companies as specified in point a and c, Clause 1, Article 1 of this Circular; submitting to the Governor of the State Bank of Vietnam for issuance of written approval or disapproval for capital contribution and share purchase into other businesses operating in the fields specified in point b, Clause 1, Article 1 of this Circular, and for converting debt into contributed capital or shares as specified in point d, Clause 1, Article 1 of this Circular.

2. Shall receive and review reports from credit organizations as stipulated in Clause 2, Article 9 of this Circular and take measures if necessary.

3. Shall monitor compliance with the provisions of Clauses 3 and 4, Article 9 of this Circular by credit organizations.

Chapter IV
IMPLEMENTING PROVISIONS

Article 11. Effective Date

1. This Circular shall take effect from February 13, 2026.

2. Circular No. 25/2024/TT-NHNN dated June 28, 2024 of the Governor of the State Bank of Vietnam regarding conditions, application documents, procedures, and formalities for approving capital contribution and share purchase by credit organizations shall cease to be effective from the date this Circular takes effect.

Article 12. Responsibility for Implementation

Heads of units under the State Bank of Vietnam and credit organizations shall be responsible for organizing the implementation of this Circular.

Article 13. Transitional Provisions

Application documents for approval of capital contribution, share purchase, and conversion of debt into contributed capital or shares submitted to the State Bank of Vietnam before the effective date of this Circular shall be processed according to the provisions of Circular No. 25/2024/TT-NHNN.