Circular No. 62/2024/TT-NHNN stipulates conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank financial institutions.

CIRCULAR

Regulations on conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions

The Governor of the State Bank of Vietnam issues this Circular to regulate the conditions, documents, and procedures for approving the restructuring of commercial banks and 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;

Based on the Enterprise Law dated June 17, 2020;

Pursuant to the Competition Law dated June 12, 2018;

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;

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

This Circular stipulates the conditions, documents, and procedures for approving the restructuring of commercial banks and non-bank credit institutions through mergers, consolidations, changes in the legal form of credit institutions, and changes in the type of non-bank credit institutions.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation

1. The restructuring of a credit institution that is a wholly state-owned limited liability company into a joint-stock company shall be carried out in accordance with the laws governing the transformation of state-owned companies into joint-stock companies.

2. The restructuring of a credit institution under special control shall be implemented based on the restructuring plan for credit institutions under special control that has been approved, following the procedures set forth in this Circular. The disclosure of information regarding the restructuring of credit institutions under special control shall be conducted in accordance with the laws governing the special control of credit institutions.

Article 2. Applicability

1. Credit institutions include:

a) Commercial banks;

b) Non-bank credit institutions including comprehensive financial companies and specialized financial companies.

2. Organizations and individuals related to the restructuring of credit institutions.

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

1. Merger of credit institutions It refers to the situation where two or more credit institutions (hereinafter referred to as the consolidated credit institutions) transfer all assets, rights, obligations, and lawful interests to form a new credit institution (hereinafter referred to as the consolidated credit institution), while ceasing the existence of the consolidated credit institutions.

2. Consolidation of credit institutions It refers to the competent authority deciding on mergers, consolidations, and changes in the legal form of credit institutions, and changes in the type of non-bank credit institutions in accordance with the laws and the Charter of the credit institution.

3. Credit institution after merger is the credit institution receiving the merger after being approved by the State Bank of Vietnam (hereinafter referred to as the State Bank) for the merger.

4. Participating credit institution in merger is the merged credit institution, the receiving credit institution.

5. Participating credit institution in merger, consolidation are the participating credit institutions in merger, the consolidated credit institutions.

6. Representing credit institution is the consolidated credit institution authorized by the remaining consolidated credit institutions to handle matters related to the consolidation of credit institutions.

7. Credit institution after restructuring is the credit institution after merger, consolidated credit institution, credit institution converting its legal form, non-bank credit institution converting its type.

8. Competent authority of the credit institution 1. The application for approval of the restructuring of credit institutions must be prepared in one set in Vietnamese and submitted to the State Bank of Vietnam via one of the following methods:

Article 4. Cases of restructuring credit organizations

1. Cases of merging credit organizations:

a) A commercial bank or a non-bank credit organization merging into a commercial bank;

b) A non-bank credit organization merging into another non-bank credit organization.

2. Cases of consolidating credit organizations:

a) A commercial bank consolidating with another commercial bank to form a single commercial bank;

b) A commercial bank consolidating with a non-bank credit organization to form a single commercial bank;

c) A non-bank credit organization consolidating with another non-bank credit organization to form a single non-bank credit organization.

3. Cases of changing the legal form of credit organizations:

a) A commercial bank or a non-bank credit organization converting from a limited liability company to a joint-stock company and vice versa;

b) A commercial bank or a non-bank credit organization converting from a single-member limited liability company to a multi-member limited liability company and vice versa.

4. Cases of changing the type of non-bank credit organizations:

a) A comprehensive financial company converting to a specialized financial company;

b) A specialized financial company converting to a comprehensive financial company.

b) Sending through postal service.

2. Documents in Vietnamese must be certified copies issued from the original book or certified true copies or copies accompanied by the presentation of the original for comparison; in cases where the applicant submits copies accompanied by the presentation of the original for comparison, the person responsible for verification must confirm the accuracy of the copy compared to the original.

3. Foreign components of the documents must be legalized according to Vietnamese law, except in cases exempted from legalization under the law on legalization, and translated into Vietnamese. Translations from foreign languages into Vietnamese must be notarized or authenticated according to the law.

4. The application must be signed by the legal representative or authorized representative (hereinafter referred to as the legal representative). In cases of signing by authorization, the application must include an authorization letter established in accordance with the law.

2. The activities of the credit institution after the merger are the activities of the receiving credit institution. The credit institution after the merger may supplement the activities of the merged credit institution if it meets the operational conditions prescribed by law.

5. Each set of application files must contain a list of documents.

Article 6. Activities of credit institutions after restructuring

1. The activities of credit institutions after restructuring must be consistent with the activities of each type of credit institution after restructuring as prescribed by law.

5. Non-bank credit institutions changing their type may modify and supplement the content of their operations in accordance with the relevant laws governing the changed type of non-bank credit institutions.

3. The activities of consolidated credit institutions shall be the activities of the credit institutions being consolidated if the consolidated credit institution meets all conditions for operation as prescribed by law.

4. The activities of credit institutions changing legal form shall be the activities of the credit institution whose legal form has been changed.

1. After the State Bank approves the principle of merger, consolidation, or change in the legal form of credit institutions, the participating credit institutions in the merger, consolidation, and those whose legal form is changed must publish the information on one State Bank communication medium, one printed newspaper in three consecutive issues, or one online newspaper in Vietnam, and must post the information at their main office, branches, and transaction offices (if any) and affiliated units as follows:

Article 7. Disclosure of information on restructuring of credit institutions

c) The charter capital of the participating credit institutions in the merger, consolidation, and those whose legal form is changed at the time of submitting the application for approval of the principle of merger, consolidation, or change in the legal form;

a) The number and date of the State Bank's document approving the principle of merger, consolidation, or change of legal form of credit institutions;

b) The name and main office address of the participating credit institutions in mergers and consolidations, and the credit institution whose legal form has been changed;

d) Anticipated information about the credit institution after the merger, the consolidated credit institution, and the credit institution whose legal form is changed, including: name, main address; charter capital; legal representative; legal form.

d) The legal representative of the participating credit institutions in mergers and consolidations, and the credit institution whose legal form has been changed;

2. After the State Bank approves the merger, consolidation, or change in the legal form of credit institutions, and the change in the type of non-bank credit institutions, the credit institution after restructuring must publish the information on one State Bank communication medium, one printed newspaper in three consecutive issues, or one online newspaper in Vietnam, and must post the information at their main office, branches, and transaction offices (if any) and affiliated units as follows:

(iv) Legal representative;

a) The number and date of the State Bank's document approving the merger, consolidation, or change of legal form of credit institutions; change of type of non-bank credit institutions;

b) The number and date of the License for Establishment and Operation; the number and date of the document amending and supplementing the License for Establishment and Operation;

c) The name and main office address of the credit institution after restructuring;

d) The charter capital of the credit institution after restructuring;

đ) The legal representative of the credit institution after restructuring;

e) The legal form of the credit institution after restructuring; type of activity of the non-bank credit institution changing type;

g) List of founding shareholders, major shareholders, strategic shareholders, contributing members, owners of the credit institution after restructuring, and their shareholding ratios;

h) The expected opening date for operations for consolidated credit institutions and credit institutions changing legal form;

i) Official information on the cessation of operations of the credit institution being merged, credit institution being consolidated, credit institution whose legal form has been changed, including:

(i) Name, main office address;

(ii) Number and date of the License for Establishment and Operation;

(iii) Charter capital;

(vi) Date of cessation of operations. The date of cessation of operations for the merged credit institution, the consolidated credit institution, and the credit institution whose legal form is changed is the date when the State Bank issues a revised or supplemented license for the operation of the receiving credit institution; the opening day of the consolidated credit institution; and the opening day of the credit institution whose legal form is changed.

(v) Legal form;

3. Confidentiality of information is aimed at ensuring the stable operation of credit institutions participating in mergers and consolidations before the restructuring plan is decided upon by the competent authority of the credit institution. All documents related to the merger and consolidation of credit institutions must adhere to the principles of prudence, honesty, accuracy, and avoiding misunderstandings.

3. Credit institutions participating in mergers and consolidations may agree and uniformly disclose the information stipulated in Clause 1 of this Article.

Chapter II

MERGER AND CONSOLIDATION OF CREDIT INSTITUTIONS

Article 8. Principles of Merger and Consolidation

1. To be carried out according to agreement; ensuring the normal operation of credit organizations; guaranteeing the rights and legitimate interests of customers, creditors, and other related parties during the merger and consolidation process.

2. Comply with the provisions of this Circular and relevant laws.

4. Strictly prohibit the disposal of assets in any form. The transfer and sale of assets during the merger or consolidation must ensure transparency, compliance with legal regulations and agreements between parties, guarantee asset safety, and not affect the rights and interests of participating credit organizations and related individuals or entities.

5. The business license of the credit organization being consolidated becomes invalid when the consolidated credit organization commences operations. The business license of the credit organization being merged becomes invalid from the date the State Bank issues a document amending and supplementing the business license of the receiving credit organization.

Article 9. Conditions for Merger and Consolidation

a) Not falling under cases of prohibited economic concentration;

b) Having a Merger and Consolidation Plan in accordance with Article 12 of this Circular approved by the competent authority of the participating credit organizations;

c) The charter capital of the consolidated credit organization and the credit organization after merger shall be at least equal to the statutory capital requirement for the type of credit organization after consolidation according to the provisions of the law.

2. After the merger or consolidation, the credit organization after merger and the consolidated credit organization must ensure compliance with legal regulations regarding limits, safety ratios, and ownership stakes.

Article 10. Documents for Requesting Approval of Merger

1. Documents for requesting approval of the principle of merger:

a) Application for merger approval of the participating credit organizations in accordance with the model prescribed in Appendix 01 issued together with this Circular;

b) Authorization document of the credit organization being merged entrusting the credit organization receiving the merger to carry out tasks related to the merger in accordance with this Circular;

d) Documents from the competent authority deciding on the approval of participating credit organizations regarding the Merger Plan, Merger Agreement, Charter of the post-merger credit organization, and other matters related to the merger of credit organizations.

đ) Merger Plan in accordance with Article 12 of this Circular;

e) The Merger Agreement approved by the competent authority of the participating credit organizations and signed by the legal representatives of the participating credit organizations, including the main contents of the Merger Agreement as stipulated in point a, Clause 2, Article 201 of the Enterprise Law.

g) Charter of the credit organization after merger approved by the competent authority of the participating credit organizations;

h) Financial statements for the three consecutive years prior to the year of submitting the application for principle approval of the merger of participating credit organizations, audited by an independent auditing organization without any disclaimer. In case there is no audited financial statement of the most recent year at the time of submission, the un-audited financial statement should be submitted. Credit organizations must submit the audited financial statement immediately upon issuance of the audit report by the auditing organization. Participating credit organizations bear responsibility for the content of the submitted financial statements.

2. Documents for requesting approval of merger:

a) Document of the credit organization receiving the merger requesting:

 (i) Approval of mergers, changes in charter capital;

 (ii) Approval of other contents (if applicable);

b) Documents for requesting the State Bank's approval of the contents specified in point a(ii) of this clause in accordance with the State Bank's regulations and relevant laws;

c) Decision documents of the competent authority approving the participating credit organizations on changes in the Merger Plan and other issues related to the merger (if any);

d) Document of the credit organization receiving the merger detailing the changes compared to the Merger Plan previously submitted to the Governor of the State Bank for approval of the principle of merger (if any);

đ) Commitment document of the credit organization receiving the merger regarding the post-merger credit organization ensuring compliance with Clause 2, Article 9 of this Circular.

Article 11. Documents for requesting approval of merger

1. Documents for requesting approval of the principle of merger:

a) Application for approval of merger from credit organizations to be merged according to the model prescribed in Appendix 01 issued together with this Circular;

b) Authorization documents from credit organizations to be merged authorizing a representative credit organization to perform tasks related to the merger as stipulated in this Circular;

d) Documents from the competent authority deciding on the approval of the credit organizations being consolidated regarding the Consolidation Plan, Consolidation Agreement, draft Charter of the consolidated credit organization, list of personnel expected to be elected or appointed as members of the Board of Directors, Board of Members, Supervisory Board, General Director (Director), and other matters related to the consolidation of credit organizations.

đ) The Merger Project as prescribed in Article 12 of this Circular;

e) The Consolidation Agreement approved by the competent authority of the credit organizations being consolidated and signed by the legal representatives of the credit organizations being consolidated, including the main contents of the Consolidation Agreement as stipulated in point a, Clause 2, Article 200 of the Enterprise Law.

g) Draft Charter of the merged credit organization already approved by the competent authorities of the credit organizations to be merged;

h) Financial statements for the three consecutive years prior to the year of submitting the application for principle approval of the consolidation of credit organizations being consolidated, audited by an independent auditing organization without any disclaimer. In case there is no audited financial statement of the most recent year at the time of submission, the un-audited financial statement should be submitted. Credit organizations must submit the audited financial statement immediately upon issuance of the audit report by the auditing organization. Credit organizations being consolidated bear responsibility for the content of the submitted financial statements.

i) Draft internal regulations concerning the organization and operation of the consolidated credit organization, at least including internal regulations stipulated in Clause 2, Article 101 of the Law on Credit Institutions and the following regulations:

(i) Regulations on the organizational structure and operations of the Board of Directors, Board of Members, Supervisory Board, and management personnel;

(ii) Regulations on the organizational structure and operations of the headquarters, branches, and other dependent units;

k) List of personnel expected to be elected or appointed to positions of members of the Board of Directors, Board of Members, Supervisory Board, and General Director (Director) of the merged credit organization;

l) Evidence proving that the proposed personnel meet the qualifications and conditions for positions as members of the Board of Directors, Board of Members, Supervisory Board, General Director (Director) of the consolidated credit organization according to the State Bank's regulations on procedures and documents for approving lists of proposed personnel for commercial banks, non-bank credit institutions, and foreign bank branches.

2. Documents for requesting approval of merger:

a) Document of the representative credit organization requesting:

(i) Approval of merger;

(ii) Approval of other contents (if any);

b) Documents for requesting the State Bank's approval of the contents specified in point a(ii) of this clause in accordance with the State Bank's regulations and relevant laws;

c) Charter of the merged credit organization approved by the competent authority of the merged credit organization;

d) Document of the competent authority of the credit organizations to be merged approving changes in the Merger Project and other issues related to the merger (if any);

đ) Document of the representative credit organization detailing changes compared to the Merger Project submitted to the Governor of the State Bank of Vietnam for approval of the principle of merger (if any);

e) Documents from the competent authority deciding on the approval of the consolidated credit organization regarding the Charter, election and appointment of members of the Board of Directors, Board of Members, Supervisory Board, and organizational and operational regulations of the Board of Directors, Board of Members, Supervisory Board of the consolidated credit organization and other matters related to the consolidated credit organization.

g) Document of the competent authority of the merged credit organization regarding the election of positions of Chairman of the Board of Directors, Chairman of the Board of Members; election of position of Head of the Supervisory Board;

h) Document of the competent authority of the merged credit organization regarding the appointment of positions of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

i) Internal regulations on the organizational structure and operations of the merged credit organization as stipulated at point i, Clause 1 of this Article, already approved by the competent authority of the merged credit organization;

k) Commitment document of the representative credit organization ensuring that the merged credit organization complies with the provisions at Clause 2, Article 9 of this Circular.

Article 12. Merger and consolidation plan

1. The Merger Plan must be approved by the competent authority of the participating credit organizations and signed by the legal representatives of the participating credit organizations, bearing responsibility.

2. The minimum contents of the merger and consolidation plan shall include the following:

a) Name, address, and website (if available) of the participating credit organizations;

b) Name, address, and contact phone number of the owner, Chairman and members of the Board of Directors, Chairman and members of the Board of Members, Head and members of the Supervisory Board, General Director (Director) of the participating credit organizations.

c) Reasons for merger and consolidation;

d) Summary of financial status and operating results of the participating credit organizations in the three consecutive years prior to the year of submitting the application for approval of the principle of merger and consolidation;

d) The actual value of the charter capital, non-performing debt, limits, safety ratios in operations, and compliance with these limits and ratios of credit organizations participating in merger or consolidation before merger or consolidation; the charter capital and the actual value of the charter capital of the credit organization after merger or consolidation;

e) Merger and consolidation roadmap;

g) Method of converting contributed capital, shares (including time, form, conversion ratio);

h) The organization of meetings of the competent authority to decide of credit organizations participating in merger or consolidation, the credit organization after merger, the consolidated credit organization, under conditions, components, meeting formats, and voting methods prescribed by law and the Charter of the credit organization to approve the merger or consolidation; the authorization for the credit organization receiving the merger to organize this meeting;

i) Rights and obligations of the participating credit organizations in the merger and consolidation, related organizations and individuals (if any);

k) Plan for handling employees working at the participating credit organizations in the merger and consolidation;

l) List and contribution ratio of founding shareholders, major shareholders, contributing members of the credit organization after merger, consolidated credit organization;

m) Expected organizational structure, personnel, network activities, and other issues related to the organization and operation of the credit organization after merger, consolidated credit organization;

n) Measures to convert and integrate management information systems, internal control systems, internal audit systems, data transmission systems to ensure smooth operations during and after merger and consolidation;

o) The proposed business plan for the first three years of the credit organization after merger or consolidation, which must at least include the following contents: Market analysis, strategy, objectives, and business plans; projected financial reports for each year (financial situation report, operating results report, cash flow statement, operational safety limits and ratios, performance indicators, and explanations on the feasibility of financial targets for each year);

p) An assessment of the impact and handling measures (if any) of the merger or consolidation to ensure the normal operation of participating credit organizations and the stability and safety of the credit organization system;

q) Compliance with the conditions stipulated in Clause 2 of Article 9 of this Circular.

Article 13. Procedures for Approval of Merger

1. Approval of Principle for Merger:

a) The credit organization receiving the merger prepares a file requesting approval of the principle of merger according to the provisions of Clause 1 Article 10 of this Circular and sends it to the State Bank. In case the file is incomplete or invalid, within 20 days from the date of receipt of the file, the State Bank issues a document requesting the credit organization to supplement and complete the file;

d) Within 20 days from the date of receipt of the opinions of the People's Committee of the province or centrally governed city, the State Bank issues a document approving the principle of credit organization merger. In case of disapproval, the State Bank issues a document stating the reasons;

2. Within 7 working days from the date the State Bank approves the principle of merger, the credit organization participating in the merger shall publish information according to the provisions of Clause 1 and 3 Article 7 of this Circular;

3. Approval of Merger:

a) Within 90 days from the date the State Bank approves the principle of merger, the credit organization receiving the merger sends the State Bank one set of files requesting approval of the merger as stipulated in Clause 2 Article 10 of this Circular. If the State Bank does not receive the aforementioned file beyond this period, the approval document of the principle of credit organization merger becomes ineffective. In case the file is incomplete or invalid, within 20 days from the date of receipt of the file, the State Bank issues a document requesting the credit organization to supplement and complete the file;

4. Within 45 days from the date the approval document of the merger takes effect, the credit organization receiving the merger publishes information according to the provisions of Clause 2 Article 7 of this Circular and submits a document reporting the completion of the merger to the State Bank;

5. Within 5 working days from the date the License for Establishment and Operation of the credit organization being merged expires, the credit organization being merged is responsible for returning the expired License for Establishment and Operation to the State Bank;

Article 14. Procedures for Approval of Merger

1. Approval of Principle for Merger:

a) The representative credit organization prepares a file requesting approval of the principle of consolidation according to the provisions of Clause 1 Article 11 of this Circular and sends it to the State Bank. In case the file is incomplete or invalid, within 20 days from the date of receipt of the file, the State Bank issues a document requesting the credit organization to supplement and complete the file;

d) Within 20 days from the date of receipt of the opinions of the People's Committee of the province or centrally governed city, the State Bank issues a document approving the principle of credit organization consolidation and approves the list of proposed personnel. In case of disapproval, the State Bank issues a document stating the reasons;

2. Within 7 working days from the date the State Bank approves the principle of consolidation, the credit organization being consolidated shall publish information according to the provisions of Clause 1 and 3 Article 7 of this Circular.

3. Approval of Merger:

a) Within ninety days from the date the State Bank approves the principle of merger, the representative credit institution shall submit to the State Bank one set of documents requesting approval of the merger as prescribed in Clause 2, Article 11 of this Circular. If the State Bank does not receive such documents within this period, the approval of the principle of merger of the credit institution shall become invalid. In case the documents are incomplete or invalid, within twenty days from the date of receipt of the documents, the State Bank shall issue a document requesting the credit institution to supplement and complete the documents.

4. Within forty-five days from the date the approval of the merger becomes effective, the merged credit institution shall publish information as prescribed in Clause 2, Article 7 of this Circular, and commence operations in accordance with the law.

Chapter III

TRANSFORMATION OF LEGAL FORM OF CREDIT ORGANIZATIONS

Article 15. Principles for Transformation of Legal Form

1. The transfer of contributed capital shares, shareholding, and issuance of shares must comply with the regulations of the State Bank and relevant laws.

2. Credit organizations can only transform their legal form in accordance with the legal form specified in Article 6 of the Law on Credit Organizations and the provisions of this Circular.

4. It is strictly prohibited to dispose of assets in any form. The transfer and sale of assets during the process of converting the legal form must ensure transparency, compliance with the provisions of the law and agreements between parties, ensuring asset safety and not affecting the interests of the credit institution and individuals or organizations related to the conversion of the legal form.

5. The License for Establishment and Operation of credit organizations that have transformed their legal form will expire when the credit organization begins operations under its new legal form.

Article 16. Conditions for Changing Legal Form

2. In the case where a credit organization changes from a limited liability company to a joint-stock company, it must satisfy the following conditions:

d) Shareholders, strategic shareholders who are foreign investors of the credit institution converting its legal form must meet the conditions prescribed by law regarding foreign investors purchasing shares of Vietnamese credit institutions.

đ) Organizations and individuals purchasing shares must ensure compliance with the legal provisions on shareholding ratios and regulations on purchasing and holding shares of other credit institutions (in cases where the organization purchasing shares is a commercial bank).

3. For cases where a credit institution converts from a single-member limited liability company to a multi-member limited liability company or vice versa, and from a joint-stock company to a limited liability company, it must fully satisfy the following conditions:

b) The owner, capital contributor receiving the transfer, and new capital contributors of the credit institution converting its legal form must meet the conditions prescribed by law for owners and founding members when establishing a new credit institution.

c) Capital contributors receiving transfer and new capital contributors of the credit organization changing its legal form must comply with the provisions of law on capital contribution ratios;

Article 17. Documents for Requesting Approval to Change Legal Form

1. Documents for requesting approval of the principle to change legal form:

a) Application for approval to change legal form of the credit organization according to the model prescribed in Appendix 02 issued together with this Circular;

b) The document of the competent authority approving the Legal Form Conversion Plan; draft Articles of Association; list of personnel expected to be elected or appointed to positions on the Board of Directors, Board of Members, Supervisory Board, General Director (Director) of the credit institution converting its legal form and other issues related to the conversion of the legal form.

c) Plan for Changing Legal Form as prescribed in Article 18 of this Circular;

d) Draft Articles of Association of the credit organization changing its legal form approved by the competent authority of the credit organization;

đ) Financial statements for the three consecutive years prior to the year of submitting the application for approval of the principle of legal form conversion, audited by an independent auditing organization without any disclaimer. In case there is no financial statement of the most recent year audited at the time of submitting the application for approval of the principle of legal form conversion, then submit the unaudited financial statement. The credit institution must submit the audited financial statement immediately upon issuance of the audit report by the auditing organization. The credit institution shall be responsible for the content of the submitted financial statements.

e) Drafts of basic internal regulations concerning the organization and operation of the credit institution converting its legal form, including at least the internal regulations prescribed in Clause 2, Article 101 of the Law on Credit Institutions and the following regulations:

(i) Regulations on the organizational structure and operations of the Board of Directors, Board of Members, Supervisory Board, and management personnel;

(ii) Regulations on the organization and operation of the main office, branches, and other affiliated units;

g) List of personnel expected to be elected or appointed to positions on the Board of Directors, Board of Members, Supervisory Board, General Director (Director) of the credit institution converting its legal form;

h) Documentation proving that the expected personnel meet the qualifications and conditions for positions on the Board of Directors, Board of Members, Supervisory Board, General Director (Director) of the credit institution converting its legal form, as prescribed by the State Bank regarding the procedures and documents for approving the list of expected personnel of commercial banks, non-bank credit institutions, and foreign bank branches.

i) Documents and information provided to investors, which must include at least the following contents: conditions for founding shareholders, major shareholders, strategic shareholders, foreign investor shareholders, owners, existing capital contributors receiving transfer, new capital contributors of credit institutions changing legal form.

2. Documents for requesting approval to change legal form:

a) Document of the credit organization requesting:

 (i) Approval to change legal form;

(ii) Approval of other contents (if any);

b) Documents for requesting the State Bank's approval of the contents specified in point a(ii) of this clause in accordance with the State Bank's regulations and relevant laws;

c) Articles of Association of the credit organization changing its legal form approved by the competent authority of the credit organization changing its legal form;

d) Document of the competent authority deciding on the credit institution changing its legal form through the contents of changes in the Plan for Changing Legal Form and other issues related to the change of legal form (if any);

đ) Document of the credit institution changing its legal form clearly stating the changes compared to the Plan for Changing Legal Form submitted to the Governor of the State Bank for approval of the principle of changing legal form (if any);

e) Document of the competent authority deciding on the credit institution changing its legal form through the Charter; electing, appointing positions of members of the Board of Directors, Board of Members, Supervisory Board; regulations on the organization and operation of the Board of Directors, Board of Members, Supervisory Board of the credit institution changing its legal form and other issues related to the credit institution changing its legal form;

g) Document of the competent authority deciding on the credit institution changing its legal form regarding the election of the position of Chairman of the Board of Directors, Chairman of the Board of Members; election of the position of Head of the Supervisory Board; appointment of the Chairman, members of the Board of Members, members of the Supervisory Board;

h) Documents from the competent authority deciding on the credit institution's legal form conversion regarding the appointment of the position of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

i) List, amount, and contribution ratio of contributing members, founding shareholders, major shareholders, strategic shareholders, foreign investor shareholders of the credit institution converting its legal form;

k) Internal regulations on the organization and operation of the credit institution changing its legal form as stipulated in point e clause 1 of this Article, approved by the competent authority deciding on the credit institution changing its legal form;

 (i) Report on the results of issuing shares and confirmation from the commercial bank where the frozen account is opened about the amount received from the issuance;

 (ii) File of founding shareholders (if any), major shareholders, strategic shareholders of the credit institution changing its legal form implemented according to the file for founding shareholders establishing credit institutions as prescribed by the State Bank regarding the file and procedures for the first issuance of licenses for credit institutions;

(iii) File of shareholders, strategic shareholders who are foreign investors of the credit institution changing its legal form in accordance with the provisions of the State Bank regarding the file and procedures for approving foreign investors purchasing shares of Vietnamese credit institutions;

m) In addition to the files specified in points a, b, c, d, đ, e, g, h, i, k of this clause, credit institutions changing from a single-member limited liability company to a multi-member limited liability company and vice versa, credit institutions changing from a joint-stock company to a limited liability company shall submit the following additional files:

(i) Share transfer agreement or investment contribution agreement or proof of completed share transfer;

 (ii) Document of the credit institution changing its legal form confirming the status of capital contributors of the credit institution changing its legal form;

(iii) File of owners, existing capital contributors receiving transfer, new capital contributors of the credit institution changing its legal form implemented according to the file for owners, founding capital contributors establishing credit institutions as prescribed by the State Bank regarding the file and procedures for the first issuance of licenses for credit institutions;

Article 18. Plan for Changing Legal Form

1. The Plan for Changing Legal Form must be approved by the competent authority deciding on the credit institution and signed, stamped, and responsible by the legal representative of the credit institution;

2. The minimum contents of the plan for changing legal form shall include the following:

a) Name, address, and website (if available) of the credit institution;

b) Name, address, and contact phone number of the owner, Chairman, and members of the Board of Members, Chairman, and members of the Board of Directors, Head, and members of the Supervisory Board, General Director (Director) of the credit institution;

c) Reason for changing legal form;

d) Summary of financial situation and operating results of the credit institution to be converted in the three consecutive years immediately preceding the year of requesting approval to change legal form;

đ) The actual value of the charter capital before and after the credit institution changes its legal form; non-performing debts, limits, safety ratios in operations, and compliance with these limits and ratios by the credit institution before changing its legal form;

e) Rights and obligations of the credit institution and related organizations and individuals (if any);

g) Expected organizational chart, network of operations, and other issues related to the organization and operation of the credit institution changing its legal form;

h) The proposed business plan for the first three years of the credit institution changing its legal form, which must include at least the following contents: market analysis, strategy, objectives, and business plans; expected financial reports for each year (financial situation report; operating results report, cash flow statement; limits, safety ratios in operations; performance indicators and explanations of the ability to achieve financial targets in each year);

i) Proportions of contributed capital, share ownership; conditions for founding shareholders, major shareholders, strategic shareholders, foreign investor shareholders, owners, existing capital contributors receiving transfer, new capital contributors of the credit institution changing its legal form;

k) Method of converting contributed capital, shares (including time, form, conversion ratio).

Article 19. Procedure for Approving Change of Legal Form

1. Approval of Principle for Changing Legal Form:

a) The credit institution prepares one set of documents requesting approval of the principle of changing legal form in accordance with clause 1 of Article 17 of this Circular and sends it to the State Bank. If the documents are incomplete or invalid, within 30 days from the date of receipt of the documents, the State Bank will issue a document requesting the credit institution to supplement and complete the documents;

2. Within seven working days from the date the State Bank approves the principle of changing legal form, the credit institution changing its legal form shall publish information in accordance with clause 1 of Article 7 of this Circular.

3. Approval of Change of Legal Form:

a) Within 120 days from the date the State Bank of Vietnam approves the principle of legal form conversion, the credit institution shall submit to the State Bank of Vietnam one set of documents requesting approval for legal form conversion as stipulated in Clause 2, Article 17 of this Circular. If the State Bank of Vietnam does not receive such documents within this period, the approval document for the principle of legal form conversion shall become invalid. In case the submitted documents are incomplete or invalid, within 20 days from the date of receiving the documents, the State Bank of Vietnam shall issue a document requesting the credit institution to supplement and complete the documents.

4. Within 45 days from the date the approval document for legal form conversion becomes effective, the credit institution shall publish information as stipulated in Clause 2, Article 7 of this Circular; organize the commencement of operations in accordance with the law.

Chapter IV

TRANSITION TO NON-BANK CREDIT INSTITUTION FORMS

Article 20. Principles for Changing the Type of Organization

1. Non-bank financial institutions may only change their type in accordance with the cases of changing types specified in this Circular.

3. Non-bank financial institutions that are allowed to change their type shall implement procedures to amend and supplement the content of their operations to become non-bank financial institutions that have changed their type.

A non-bank financial institution may change its type if it meets all of the following conditions:

1. It must have a Change Plan in accordance with Article 23 of this Circular and such plan must be approved by the competent authority of the non-bank financial institution.

2. At the time of application, the Board of Directors, Board of Members, and Supervisory Board must meet the number and structure requirements stipulated by law, and there must not be a vacancy in the position of General Director (Director).

3. At the time of application, the non-bank credit institution must have an internal control system and internal audit system ensuring compliance with Article 57, Article 58 of the Law on Credit Institutions and relevant laws.

4. In the case where a specialized finance company changes its type to a universal finance company, in addition to the conditions set out in Clauses 1, 2, and 3 of this Article, it must also meet the following conditions:

a) The actual value of the charter capital at December 31 of the year immediately preceding the year of application for conversion must not be lower than the statutory capital requirement for the type of non-bank credit institution being converted. The actual value of the charter capital is determined in accordance with the regulations of the Governor of the State Bank of Vietnam on limits and ratios to ensure safety based on the audited individual financial statements of the year immediately preceding the year of application.

b) Continuous profitability in business for at least two consecutive years immediately preceding the year of application for changing the type and up to the month immediately preceding the application date;

c) Compliance with restrictions to ensure safety in the operation of non-bank credit institutions as prescribed in the Law on Credit Institutions and guidelines of the State Bank of Vietnam on these provisions continuously for 12 months immediately preceding the month of application;

d) Compliance with regulations on asset classification, provisioning levels, provisioning methods, and the use of provisions to address risks in operations as prescribed by law continuously throughout each quarter of the year immediately preceding the year of application for conversion and each quarter up to the date of application for conversion;

đ) Not having been administratively penalized in the field of currency and banking within the last twelve months prior to the application date;

e) Not being subject to measures to restrict expansion of activities.

Article 22. Documents for Requesting Approval to Change the Type of Non-Bank Credit Institution

1. The document of the non-bank credit institution sent to the State Bank according to the model prescribed in Appendix 03 issued together with this Circular requesting:

a) Approval to change the type;

b) Approval for other contents (if any).

2. The documents requesting the State Bank to approve the contents specified in point b, Clause 1, Article 22 of this Circular shall be implemented in accordance with the regulations of the State Bank and relevant laws.

3. The document approving the Conversion Plan by the competent authority of the non-bank credit institution; the Charter of the non-bank credit institution undergoing conversion and other issues related to the conversion;

4. The restructuring plan as prescribed in Article 23 of this Circular.

5. The Charter of the non-bank credit institution changing its type which has been approved by the competent authority of the non-bank credit institution.

6. Audited financial statements for three consecutive years immediately preceding the year of submitting the application for conversion, audited by an independent auditing organization without any disclaimer. In case there is no audited financial statement of the immediately preceding year at the time of submitting the application for conversion, the un-audited financial statement shall be submitted. The non-bank credit institution must submit the audited financial statement immediately upon issuance of the audit report by the auditing organization. The non-bank credit institution shall be responsible for the content of the submitted financial statements.

7. Internal regulations on organization and operation that have been approved by the competent authority of the non-bank credit institution, including at least the internal regulations stipulated in Clause 2, Article 101 of the Law on Credit Institutions and the following regulations (if applicable);

a) Regulations on the organization and operation of the Board of Directors, Board of Members, Supervisory Board, and management personnel;

b) Regulations on the organization and operation of the main office, branches, and other dependent units.

8. Other documents proving compliance with conditions for changing the type as prescribed in this Circular.

Article 23. Restructuring Plan

1. The Conversion Plan must be approved by the competent authority of the non-bank credit institution and signed, stamped, and held accountable by the legal representative of the non-bank credit institution.

2. The restructuring plan must include at least the following contents:

a) Name, address, and website (if any) of the non-bank credit institution;

b) The name, address, and contact phone number of the owner, Chairman, and members of the Board of Members, Chairman and members of the Board of Directors, Head and members of the Supervisory Board, General Director (Director) of the non-bank credit institution;

c) Reasons for changing the type;

d) Summary of the financial situation and operating results of the non-bank credit institution being changed in the three consecutive years immediately preceding the year of requesting the change of type;

đ) The actual value of the charter capital before and after the conversion of the type of non-bank credit institution; bad debts, limits, and safety ratios in operations and compliance with these limits and ratios by the non-bank credit institution before conversion;

e) Rights and obligations of the non-bank credit institution and related organizations and individuals (if any);

g) Expected organizational structure, network of operations, and other issues related to the organization and operation of the non-bank credit institution changing its type;

h) The proposed business plan for the first three years of the non-bank credit institution after conversion, which must include at least the following contents: Market analysis, strategy, objectives, and business plans; projected financial reports for each year (financial position report; income statement; cash flow statement; operational safety limits and ratios; performance indicators and explanations of the ability to achieve financial targets each year); compliance with the ratio of credit activity loans to total credit loans as prescribed by the Governor of the State Bank of Vietnam (for comprehensive finance companies converting to specialized finance companies).

Article 24. Approval Procedure for Changing Business Form

1. Non-bank credit organizations shall prepare one set of documents requesting approval for conversion in accordance with Article 22 of this Circular and submit to the State Bank. In case the submitted documents are incomplete or invalid, within twenty days from the date of receipt of the documents, the State Bank shall issue a written request for non-bank credit organizations to supplement and complete the documents.

4. Within forty-five days from the date the approval for conversion becomes effective, the non-bank credit organization shall announce information on the conversion of its type in accordance with Clause 2, Article 7 of this Circular and submit a written report to the State Bank regarding the completion of the conversion process.

Chapter V

NOTIFICATION TO BUSINESS REGISTRATION AUTHORITIES

Within five working days from the date the branch, transaction office, or representative office of the reorganized credit organization resumes operations under the new name, the reorganized credit organization shall submit a written report to the provincial registration authority where the branch, transaction office, or representative office is located, reporting the change of information about the name of the branch, transaction office, or representative office (including the name, foreign language name, and abbreviated name).

Article 26. Notification of Information to the Business Registration Authority

1. Within five working days from the date of receipt of the report from the credit organization receiving the merger as stipulated in Clause 4, Article 13 of this Circular, the lead unit handling the application for approval of the reorganization of credit organizations shall be responsible for issuing a written notification regarding the amendment and supplementation of the License for the credit organization receiving the merger, along with the Decision on Amendment and Supplementation of the License; and the revocation of the License for Establishment and Operation of the merged-out credit organization to the provincial registration authority where the main office of the credit organization receiving the merger and the merged-out credit organization is located for updating into the national business registration information system.

2. Within five working days from the date of receipt of the report from the consolidated credit organization as stipulated in Clause 5, Article 14 of this Circular, the lead unit handling the application for approval of the reorganization of credit organizations shall be responsible for issuing a written notification regarding the issuance of the License for Establishment and Operation of the consolidated credit organization, along with the License; information about the legal representative of the consolidated credit organization; and the revocation of the License for Establishment and Operation of the merged-out credit organization to the provincial registration authority where the main office of the consolidated credit organization and the merged-out credit organization is located for updating into the national business registration information system.

4. Within five working days from the date of receipt of the report from the non-bank credit organization changing its type as stipulated in Clause 4, Article 24 of this Circular, the lead unit handling the application for approval of the reorganization of credit organizations shall be responsible for issuing a written notification regarding the amendment and supplementation of the License for Establishment and Operation of the non-bank credit organization, along with the Decision on Amendment and Supplementation of the License to the provincial registration authority where the main office of the non-bank credit organization changing its type is located for updating into the national business registration information system.

Chapter VI

RESPONSIBILITIES OF THE RELATED UNITS

1. The Board of Directors, Board of Members, Supervisory Board, General Director (Director), and related organizations and individuals of credit organizations participating in mergers, consolidations, credit organizations changing their legal form, and non-bank credit organizations changing their type must bear responsibility for all activities and ensure absolute safety of assets of the credit organization until the merger, consolidation, change of legal form of the credit organization, and change of type of the non-bank credit organization are completed in accordance with the Merger Plan, Consolidation Plan, Legal Form Change Scheme, and Type Change Scheme that have been approved.

2. The Chairman and members of the Board of Directors, Chairman and members of the Board of Members, and legal representatives of credit organizations participating in mergers, consolidations, credit organizations changing their legal form, and non-bank credit organizations changing their type must bear responsibility for the completeness, accuracy, validity, and legality of the documents requesting approval for mergers, consolidations, changes of legal form of credit organizations, and changes of type of non-bank credit organizations.

3. The merger and consolidation contracts must be sent to creditors and notified to employees by the participating credit organizations within fifteen days from the date the State Bank approves the principle of merger and consolidation of credit organizations.

4. After receiving the approval document, the participating credit organizations in the merger and consolidation, and the credit organization changing its legal form must proactively prepare for the handover process and immediately transfer all rights, obligations, and organizational and operational issues upon receipt of the State Bank's approval decision.

5. If any off-balance sheet issues or untransferred matters are discovered after restructuring, the Chairman and members of the Management Board, the Chairman and members of the Shareholders' Council, the Supervisory Board, the General Director (Director), and related organizations and individuals of the participating credit organizations in the merger and consolidation, and the credit organization changing its legal form shall bear responsibility according to the provisions of the law.

7. The competent authority deciding bodies of the participating credit organizations in the merger and consolidation, the credit organization after the merger, and the consolidated credit organization have the responsibility to organize the restructuring under the conditions, meeting formats, and voting procedures stipulated by the law and the Charter of the credit organization.

Article 28. Responsibilities of Units under the State Bank

2. Other relevant units under the State Bank shall cooperate with the lead unit handling the application for approval of credit organization restructuring in accordance with their functions and responsibilities when approving credit organization restructuring.

Chapter VII

IMPLEMENTING PROVISIONS

Article 29. Effective Date

1. This Circular takes effect from February 17, 2025.

2. From the date this Circular takes effect, Circular No. 36/2015/TT-NHNN dated December 31, 2015, issued by the Governor of the State Bank of Vietnam on the restructuring of credit organizations ceases to be effective.

3. From the date the State Bank amends and supplements the License for Establishment and Operation of the credit organization receiving the merger, non-bank credit organization changing its type, or from the date the consolidated credit organization commences operations, the post-merger credit organization, non-bank credit organization changing its type, and the consolidated credit organization shall not enter into new contracts or agreements to conduct activities that are not in compliance with the regulations.

4. For contracts and agreements signed before the State Bank amends and supplements the License for Establishment and Operation of the credit organization receiving the merger, non-bank credit organization changing its type, or before the consolidated credit organization commences operations and which comply with the legal provisions at the time of signing, the post-merger credit organization, non-bank credit organization changing its type, and the consolidated credit organization and the customers may continue to implement these contracts and agreements until their expiration dates.

Article 30. Implementation

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