Circular No. 63/2024/TT-NHNN on the dossier and procedures for revoking Licenses and liquidating assets of credit institutions, foreign bank branches; dossier and procedures for revoking representative offices' Licenses of foreign credit institutions and other foreign organizations engaged in banking activities in Vietnam.

CIRCULAR

Regulations on the dossier and procedures for revoking Licenses and liquidating assets of credit institutions and foreign bank branches; dossiers and procedures for revoking Licenses of representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities.

The Governor of the State Bank of Vietnam issues this Circular regulating the dossiers and procedures for revoking Licenses and liquidating assets of credit institutions and foreign bank branches; dossiers and procedures for revoking Licenses of representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities.

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

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

Pursuant to the Law on Enterprises dated June 17, 2020;

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 dossiers and procedures for revoking Licenses and liquidating assets of credit institutions and foreign bank branches, and revoking Licenses of representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities in the following cases:

PART I
GENERAL PROVISIONS

Article 1. Scope of Regulation

a) Cases of revoking Licenses as prescribed in points a, c, d, đ, e Clause 1 Article 36, Clause 2 Article 202 Law on Credit Institutions;

b) Case of dissolving a credit institution under special control as prescribed in point a Clause 1 Article 187 Law on Credit Institutions;

c) Case of dissolving or ceasing operations of credit institutions and foreign bank branches as prescribed in Article 202 Clause 1 Law on Credit Institutions;

d) Case of dissolving or ceasing operations of credit institutions and foreign bank branches as prescribed in Article 202 Clause 3 Law on Credit Institutions;

đ) Case of dissolving a credit institution under special control as prescribed in Article 202 Clause 4 Law on Credit Institutions;

e) Case of dissolving a credit institution subject to early intervention as prescribed in Article 202 Clause 4 Law on Credit Institutions;

g) The representative office in Vietnam of a foreign credit institution or other foreign organization engaged in banking activities (hereinafter referred to as the foreign representative office) requests to cease operations; the foreign representative office does not request an extension or requests an extension but is not approved in writing by the State Bank of Vietnam (hereinafter referred to as the State Bank) when the term of operation expires.

2. In case of restructuring of a credit institution, the dossiers and procedures for revoking Licenses shall be implemented according to the regulations of the Governor of the State Bank on restructuring credit institutions.

3. In case of bankruptcy of a credit institution, the liquidation of the credit institution's assets shall be carried out according to the provisions of the law on bankruptcy; the revocation of the License of a bankrupt credit institution shall be carried out according to the provisions of Article 203 Clause 3 Law on Credit Institutions.

4. A credit institution that has been revoked its License before the Law on Credit Institutions comes into effect and falls under the dissolution case as prescribed in Article 202 Law on Credit Institutions shall implement dissolution and asset liquidation according to the Law on Credit Institutions, the provisions of this Circular (excluding the provisions on revoking Licenses) and other relevant laws.

5. A credit institution that does not engage in banking activities for a continuous period of 12 months before the Law on Credit Institutions comes into effect and falls under the dissolution case as prescribed in Article 202 Law on Credit Institutions shall implement dissolution and asset liquidation according to the Law on Credit Institutions, the provisions of this Circular and other relevant laws.

a) Commercial banks, cooperative banks;

Article 2. Applicability

a) Commercial banks, cooperative banks;

c) Microfinance organizations.

c) Microfinance organizations.

3. Foreign representative office.

2. Branches of foreign banks.

4. Organizations and individuals related to the revocation of Licenses and liquidation of assets of credit institutions and foreign bank branches;

revoking Licenses of foreign representative offices. having authority to decide

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

1. Level is the competent authority of the credit institution, parent bank, foreign credit institution, or other foreign organization engaged in banking activities authorized to decide on the dissolution or cessation of operations of the credit institution, foreign bank branch, or foreign representative office according to the charter of the credit institution, parent bank, foreign credit institution, or other foreign organization engaged in banking activities and in compliance with current Vietnamese law.Parent bank

2. is a foreign bank with a branch in Vietnam.is the State Bank of Vietnam branch where the credit institution is headquartered, the foreign bank branch, or the foreign representative office is located.

3. is the State Bank branch in the region where the credit institution's main office, foreign bank branch, or foreign representative office is located.People's Committee

4. is the People's Committee of the province or centrally administered city where the credit institution is headquartered, the foreign bank branch, or the foreign representative office is located.Management and supervision unit

5. is a unit subordinate to the State Bank responsible for managing and supervising credit institutions and foreign bank branches. dissolution

6. Date of application is the date, month, and year recorded on the dissolution proposal document of the credit institution or foreign bank branch. is the date recorded on the dissolution proposal document of the credit institution or foreign bank branch.

Article 4. Authority to Decide on Revoking the License

1. The Governor of the State Bank (hereinafter referred to as the Governor) has the authority to decide on revoking the License for commercial banks, cooperative credit institutions, and microfinance organizations.

2. The head of the supervisory unit has the authority to decide on revoking the License for:

a) Non-bank financial institutions;

b) Branches of foreign banks, except for branches of foreign banks specified in point a, Clause 3, Article 4 of this Law.

3. The Director of the State Bank branch has the authority to decide on revoking the License for:

a) Foreign bank branches under the micro-prudential supervision and inspection of the State Bank branch as assigned by the Governor;

b) Representative offices of foreign entities located within the jurisdiction.

Article 5. Principles for Revoking the License and Liquidation of Financial Institutions and Branches of Foreign Banks

1. Financial institutions and branches of foreign banks must determine their ability to pay off debts and other financial obligations before and during the liquidation process, dissolution, and revocation of the License; financial institutions and branches of foreign banks must settle all balances in their settlement accounts at the State Bank prior to the State Bank revoking the License as stipulated in this Circular.

2. Financial institutions and branches of foreign banks may only be dissolved if they fall into one of the following cases:

a) Ensuring full payment of all debts and other financial obligations and not being involved in litigation proceedings before courts or arbitration tribunals;

b) Early intervention or special control measures have been implemented with another financial institution taking over all debt obligations.

3. The dissolution of financial institutions and branches of foreign banks shall be carried out in accordance with the provisions of this Circular and other relevant laws.

4. During the supervision of asset liquidation, if it is found that the financial institution does not have the ability to fully pay off all debts, the State Bank will decide to terminate the liquidation process and implement the bankruptcy plan for the financial institution as provided in Section 5 Chapter X and Article 203 of the Law on Credit Organizations.

5. During the asset liquidation process, if a foreign bank branch cannot fully pay off all debts and other financial obligations, the parent bank is obligated to fulfill its commitment as stipulated in point c, Clause 3, Article 29 of the Law on Credit Organizations.

1. The application file shall be prepared in one set in Vietnamese. The components of the foreign application file must be legalized according to Vietnamese law, except where exemption from legalization is granted under Vietnamese law regarding legalization, excluding financial reports prepared directly in English.

2. The components of the foreign application file must be translated into Vietnamese. Translations from foreign languages into Vietnamese must be notarized or certified by the translator according to Vietnamese law, except for financial report translations which must be confirmed by a licensed translation service provider according to Vietnamese law.

3. In cases where documents are copies without certification or issuance from original records, the original must be presented for comparison, and the person responsible for comparison bears responsibility for the accuracy of the copy compared to the original.

4. The application file must be signed by the legal representative of the financial institution or the legal representative of the parent bank for foreign bank branches or the legal representative of the foreign financial institution or foreign entity engaged in banking activities for foreign representative offices, or by an authorized representative; in case of signing by authorization, the application file must include an authorization document consistent with the provisions of the law.

5. Each application file must contain a list of documents.

Article 7. Acts Not to be Performed During the Revocation of the License and Liquidation of Assets of Credit Institutions and Branches of Foreign Banks

From the date the competent authority decides to approve the dissolution process or from the date the State Bank issues a document approving the principle of dissolution or from the date the State Bank requests the credit institution or branch of a foreign bank to liquidate assets, whichever comes first, the credit institution or branch of a foreign bank, its managers, operators, and employees shall not carry out the following activities or transactions related to the assets and debts of the credit institution or branch of a foreign bank:

1. Concealing or disposing of assets.

2. Abandoning or reducing debt collection rights.

3. Converting unsecured debts into secured debts by assets of the credit institution or branch of a foreign bank.

4. Pledging, mortgaging, gifting, and leasing assets.

5. Signing new agreements or contracts except for those aimed at terminating operations.

6. Transferring money or assets abroad.

Chapter II
REVOCATION OF LICENSE AND LIQUIDATION OF ASSETS OF CREDIT INSTITUTIONS AND BRANCHES OF FOREIGN BANKS

CREDIT INSTITUTIONS AND BRANCHES OF FOREIGN BANKS

Section 1. REVOCATION OF LICENSE

Article 8. Procedures for Revoking the License of Credit Institutions and Branches of Foreign Banks as stipulated in Point d Clause 1 Article 1 of this Circular

1. When a credit institution or branch of a foreign bank voluntarily requests dissolution, it must:

a) Hire a business that has been issued a Certificate of Eligibility for Business in Valuation Services according to the laws on valuation to conduct asset valuations and determine the net asset value of the credit institution or branch of a foreign bank according to the laws of the year immediately preceding the year of the requested dissolution and the most recent quarter before the dissolution request;

b) Develop a liquidation plan according to the provisions of Point b Clause 2 of this Article and based on the results of the asset valuation and the determination of the net asset value of the credit institution or branch of a foreign bank according to the provisions of Point a of this Clause;

c) Prepare one set of documents according to the provisions of Clause 2 of this Article and send them through postal services or submit directly at the State Bank (One-Stop Service Department) or the State Bank branch (One-Stop Service Department) according to the authority stipulated in Article 4 of this Circular.

2. Dissolution Request Documents:

a) A letter requesting dissolution;

b) A liquidation plan approved by the competent authority, including at least the following contents:

(i) Name, address, and website of the credit institution or branch of a foreign bank;

(ii) Name, address, and website of the parent bank (for branches of foreign banks);

(iii) Name, address, and contact phone number of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Director (Director);

(iv) List of liquidation board members (name, address, contact phone number);

(v) Summary of financial status and operations (actual charter capital value, authorized capital; bad debts; debt situation, receivables and payables including on-balance sheet and off-balance sheet items) up to the time the credit institution or branch of a foreign bank requests dissolution; clearly identifying the ability to settle all debts and other property obligations;

(vi) Reasons for voluntary dissolution;

(vii) List of founding shareholders, major shareholders, owners, founding members, capital contributors;

(viii) Plan and measures to handle rights and obligations, including the liquidation schedule and asset distribution plan. For branches of foreign banks, the plan for transferring funds, profits, and assets abroad must be specified;

(ix) Responsibilities of organizations and individuals involved in the liquidation process, dissolution, and license revocation;

(x) Suggestions and proposals (if any).

c) Document of the competent authority approving the dissolution and the liquidation plan. In cases where a branch of a foreign bank requests dissolution at the request of the parent bank, the file must include a document from the parent bank regarding the dissolution and cessation of branch operations;

d) Report on the results of asset valuation and determination of the net asset value of the credit institution or branch of a foreign bank according to the provisions of Point a Clause 1 of this Article;

đ) Financial statements of the credit institution or branch of a foreign bank for the year immediately preceding the year of the requested dissolution audited by an independent auditing organization according to the law and the most recent quarterly financial statement before the dissolution request date. If there is no audited annual financial statement at the time of submitting the dissolution request, the credit institution or branch of a foreign bank may submit unaudited financial statements and bear responsibility for the content of the submitted financial statements. The credit institution or branch of a foreign bank must submit the audited financial statement immediately upon issuance by the independent auditing organization.

3. Within fifteen days from the date of receiving complete and valid documents as stipulated in Clause 2 of this Article, the State Bank will issue a document seeking opinions:

a) People's Committee on the viewpoint of dissolution and license revocation; impact of dissolution and license revocation on political, economic, and social stability in the region;

b) Some relevant ministries and sectors on dissolution, asset liquidation, and license revocation (if necessary).

4. The opinion solicitation period stipulated in Clause 3 of this Article is fifteen days from the date the State Bank sends out the solicitation document.

5. Within fifteen days from the end of the opinion solicitation period stipulated in Clause 4 of this Article:

a) If the liquidation plan demonstrates the ability to fully settle all debts and other property obligations, the State Bank will issue a document approving the principle of dissolution, including approval of the liquidation plan, requiring the credit institution or branch of a foreign bank to establish a liquidation board and proceed with asset liquidation according to the approved liquidation plan; the State Bank will establish a liquidation supervision team; or

b) In case the liquidation plan does not demonstrate the ability to fully pay off all debts and other financial obligations, the State Bank shall issue a document refusing approval for dissolution, stating the reasons; or

c) The State Bank shall issue a document requesting credit organizations and foreign bank branches to report and explain relevant contents.

6. Within thirty days from the date the State Bank issues the request document as stipulated in point c, Clause 5, Article 5 of this Circular, credit organizations and foreign bank branches must submit reports and explanations to the State Bank or its branch with jurisdiction as prescribed in Article 4 of this Circular.

7. Within ten days from the date of receiving the reports and explanations of credit organizations and foreign bank branches as stipulated in Clause 6, Article 5 of this Circular, the State Bank shall issue a document approving the principle of dissolution as prescribed in point a, Clause 5, Article 5 of this Circular, or a document refusing approval for dissolution as prescribed in point b, Clause 5, Article 5 of this Circular.

8. Liquidation of assets:

a) Credit organizations and foreign bank branches must establish a Liquidation Board within thirty days from the effective date of the document approving the principle of dissolution and proceed with asset liquidation in accordance with Section 2 of Chapter 5 of this Circular and other relevant laws;

b) Within thirty days from the date when credit organizations and foreign bank branches fall under the cessation of liquidation as prescribed in Article 17 of this Circular, the Liquidation Board must submit a report on the results of liquidation and a request to cease liquidation (including a request to cease liquidation to implement bankruptcy procedures as prescribed by law) to the Supervisory Committee, People's Committee, State Bank, or its branch with jurisdiction as prescribed in Article 4 of this Circular;

c) Within fifteen days from the date of receipt of the document of the Liquidation Board as prescribed in point b of this clause, the Supervisory Committee must submit a report on the results of liquidation and a request to cease liquidation (including a request to cease liquidation to implement bankruptcy procedures as prescribed by law) to the State Bank or its branch with jurisdiction as prescribed in Article 4 of this Circular;

d) During the supervision of asset liquidation, if it is discovered that the credit organization lacks the ability to fully pay off all debts and other financial obligations, the Supervisory Committee must submit a report to the State Bank on the results of liquidation and a request to cease liquidation to implement bankruptcy procedures as prescribed by law for cases of cessation of liquidation as prescribed in Clause 3, Article 17 of this Circular.

a) Within sixty days from the date of receipt of the document of the Supervisory Committee as prescribed in points c and d, Clause 8 of this Circular, the State Bank:

(i) Issue a decision to cease liquidation and revoke the license for cases as prescribed in Clause 1 and Clause 2, Article 17 of this Circular; or

(ii) Issue a decision to cease operation of the credit organization to implement bankruptcy procedures as prescribed by law for cases as prescribed in Clause 3, Article 17 of this Circular; or

(iii) Issue a document requesting credit organizations and foreign bank branches to report and explain issues that need clarification related to the process of asset liquidation (if any).

b) Within thirty days from the date the State Bank issues the request document as prescribed in point a(iii) of this clause, credit organizations and foreign bank branches must submit reports and explanations to the State Bank or its branch with jurisdiction as prescribed in Article 4 of this Circular;

c) Within twenty days from the date of receipt of the reports and explanations of credit organizations and foreign bank branches as prescribed in point b of this clause, the State Bank shall examine and decide according to point a(i) or point a(ii) of this clause.

Article 9. The procedure for revoking the License for credit institutions specified in point đ Clause 1 Article 1 of this Circular

1. The Special Supervisory Board requests the credit institution under special supervision to cooperate with the credit institution receiving all debt obligations to develop a liquidation plan of assets to be submitted to the State Bank for approval.

2. The liquidation plan already decided upon by the competent authority of the credit institution under special supervision and the credit institution receiving all debt obligations shall include at least the following contents:

a) Name, address, and website of the credit institution under special supervision and the credit institution receiving all debt obligations;

b) Name, address, and contact phone number of members of the Board of Directors, members of the Shareholders' Council, members of the Supervisory Board, General Director (Director) of the credit institution under special supervision and the credit institution receiving all debt obligations;

c) List of members of the Liquidation Board (name, address, contact phone number);

d) Summary of financial status and operations (actual charter capital value, authorized capital; bad debts; debt situation, receivables and payables including on-balance sheet and off-balance sheet items) of the credit institution under special supervision up to the date of requesting to receive all debt obligations;

đ) List of founding shareholders, major shareholders, owners, founding members, capital contributors of the credit institution under special supervision;

e) Plan to purchase part or all of the assets, while taking over all debt obligations of the credit institution under special supervision; timeline, method of purchasing assets, transferring debt obligations; rights and obligations of the credit institution under special supervision and the credit institution receiving all debt obligations; support measures for the credit institution receiving all debt obligations;

g) Plan and measures to handle rights and obligations, specifying the liquidation asset timeline and asset distribution plan;

h) Responsibilities of organizations and individuals related to the dissolution process, asset liquidation, and license revocation;

i) Recommendations and proposals (if any).

3. Within thirty days from the date of receipt of the liquidation plan as stipulated in Clause 1 and Clause 2 of this Article, the State Bank issues a document approving the principle of dissolving the credit institution under special supervision, including the approval of the liquidation plan, requiring the credit institution under special supervision to proceed with asset liquidation; establishing the Liquidation Board and the Liquidation Oversight Team.

4. Asset liquidation:

a) The credit institution under special supervision conducts asset liquidation according to the provisions of Section 2 Chapter of this Regulation and other relevant laws;

b) Within thirty days from the date the credit institution under special supervision falls into the case of terminating liquidation as stipulated in Clause 1 and Clause 2 Article 17 of this Circular, the Liquidation Board sends a report on the results of liquidation and a request to terminate liquidation to the Liquidation Oversight Team, People's Committee, and the State Bank;

c) Within fifteen days from the date of receipt of the document of the Liquidation Board as stipulated in point b of this clause, the Liquidation Oversight Team sends a report on the results of liquidation and a request to terminate liquidation to the State Bank.

5. Revoking the License:

a) Within sixty days from the date of receipt of the document of the Liquidation Oversight Team as stipulated in point c of Clause 4 of this Article, the State Bank:

(i) Issues a decision to terminate liquidation and a decision to revoke the License; or

(ii) Issues a document requesting the credit institution under special supervision to report and explain issues that need clarification related to the asset liquidation process (if any);

b) Within thirty days from the date the State Bank issues the document requesting as stipulated in point a(ii) of this clause, the credit institution under special supervision submits a report and explanation to the State Bank;

c) Within twenty days from the date of receipt of the report and explanation of the credit institution under special supervision as stipulated in point b of this clause, the State Bank reviews and decides according to the provision in point a(i) of this clause.

Article 10. The procedure for revoking the License for credit institutions specified in point e, Clause 1, Article 1 of this Circular

1. Credit institutions subject to early intervention shall cooperate with credit institutions that take over all debt obligations to develop a liquidation plan of assets to be submitted to the State Bank for approval.

2. The asset liquidation plan approved by the competent authority of credit institutions subject to early intervention and credit institutions taking over all debt obligations shall include at least the following contents:

a) Name, address, and website of credit institutions subject to early intervention and credit institutions taking over all debt obligations;

b) Name, address, and contact phone number of members of the Board of Directors, members of the Board of Members, members of the Supervisory Board, General Director (Director) of credit institutions subject to early intervention and credit institutions taking over all debt obligations;

c) List of members of the Liquidation Board (name, address, contact phone number);

d) Summary of financial status and operations (actual charter capital value, authorized capital; non-performing loans; debt situation, receivables, payables including on-balance sheet and off-balance sheet items) of credit institutions subject to early intervention up to the date of requesting to take over all debt obligations;

đ) List of founding shareholders, major shareholders, owners, founding members, capital contributors of credit institutions subject to early intervention;

e) Plan, timeline, and method of transferring debt obligations between credit institutions subject to early intervention and credit institutions taking over all debt obligations; rights and obligations of credit institutions subject to early intervention and credit institutions taking over all debt obligations; rights and obligations of third parties related to the transfer;

g) Plan and measures to handle rights and obligations, specifying the liquidation asset timeline and asset distribution plan;

h) Responsibilities of organizations and individuals related to the dissolution process, asset liquidation, and license revocation;

i) Recommendations and proposals (if any).

3. Within thirty days from the date of receipt of the liquidation plan as stipulated in Clause 1 and Clause 2 of this Article, the State Bank shall issue a document approving the dissolution of credit institutions subject to early intervention, including the approval of the liquidation plan, requiring credit institutions subject to early intervention to proceed with asset liquidation; establish a Liquidation Committee, a Liquidation Oversight Team.

4. Asset liquidation shall be carried out in accordance with the provisions of Clause 4, Article 9 of this Circular and other relevant laws.

5. The revocation of the License shall be carried out in accordance with the provisions of Clause 5, Article 9 of this Circular.

Article 11. The procedure for revoking the License of credit institutions and foreign bank branches specified in points a, b, c, Clause 1, Clause 4, Clause 5, Article 1 of this Circular

1. Based on the inspection and examination conclusions or the results of banking supervision activities containing information about the dissolution, revocation of the License of credit institutions and foreign bank branches or the decision of the State Bank regarding the dissolution of credit institutions under special control or in cases where credit institutions and foreign bank branches do not request an extension or request an extension but are not approved in writing by the State Bank upon expiration of their operating period, the State Bank shall issue a document requiring credit institutions and foreign bank branches to proceed with asset liquidation; the State Bank shall establish a Liquidation Committee, a Liquidation Oversight Team.

2. Asset liquidation shall be carried out in accordance with the provisions of point b, c, d, Clause 8, Section 2, Chapter II of this Circular and other relevant laws.

3. The revocation of the License of credit institutions and foreign bank branches shall be carried out in accordance with the provisions of Clause 9, Article 8 of this Circular.

Article 12. Disclosure of Information

1. Within seven working days from the date of the approval document for the dissolution principle as stipulated in point a Clause 5 Article 8, Clause 3 Article 9, Clause 3 Article 10 of this Circular, upon the effectiveness of the document requesting credit institutions and foreign bank branches to liquidate assets as stipulated in Clause 1 Article 11 of this Circular, credit institutions and foreign bank branches must publish on one communication medium of the State Bank and credit institutions and foreign bank branches (if applicable) and one daily newspaper nationwide for three consecutive issues or on one online newspaper of Vietnam within seven working days, and must post at their headquarters, branches, transaction offices, representative offices, affiliated units, subsidiaries, associated companies of credit institutions, and headquarters of foreign bank branches the following information:

a) Number and date of the State Bank's document approving the dissolution principle; number and date of the State Bank's document requesting credit institutions and foreign bank branches to liquidate assets;

b) Name and address of the headquarters of the credit institution; name and address of the headquarters of the foreign bank branch;

c) Number and date of the establishment license and operation, establishment license, business registration certificate, or equivalent document;

d) Charter capital, authorized capital;

2. Within seven working days from the date the Decision revoking the License becomes effective:

2. Within seven working days from the date the Decision revoking the License becomes effective:

a) In cases of revoking the License as prescribed in Clause 1, Clause 2 Article 4 of this Circular, the State Bank shall be responsible for publishing on the State Bank’s electronic portal the revocation of the License of credit institutions and foreign bank branches and sending the Decision revoking the License to the People's Committee, credit institutions, foreign bank branches, and the State Bank branch for serving state management work and publishing on the electronic portal of the State Bank branch (if applicable);

b) In cases of revoking the License as prescribed in point a Clause 3 Article 4 of this Circular, the State Bank branch shall be responsible for publishing on the electronic portal of the State Bank branch (if applicable) the revocation of the License of the foreign bank branch and sending the Decision revoking the License to the People's Committee, foreign bank branch, and the State Bank for serving state management work and publishing on the State Bank’s electronic portal.

3. Within seven working days from the date the Decision revoking the License becomes effective, credit institutions and foreign bank branches must publish the Decision revoking the License on one daily newspaper nationwide for three consecutive issues or on one online newspaper of Vietnam within seven working days, and must post at their headquarters, branches, transaction offices, representative offices, affiliated units, subsidiaries, associated companies of credit institutions; headquarters of foreign bank branches. subsidiary company, associated company of the credit institution; headquarters of the foreign bank branch.

4. Within thirty days from the date the Decision revoking the License becomes effective, credit institutions must carry out legal procedures according to the laws on tax, social insurance, and other relevant laws to terminate the legal entity; foreign bank branches must carry out legal procedures according to the laws on tax, social insurance, and other relevant laws to cease operations.

Article 13. Notification of Information to Business Registration Authority Regarding Revocation of License

Within five working days from the date the Decision revoking the License becomes effective, the State Bank shall be responsible for notifying in writing about the revocation of the License of credit institutions and foreign bank branches along with the Decision revoking the License to the business registration authority of the province where the credit institution's headquarters is located and the foreign bank branch's headquarters to update the national system of business registration information.

||| Section 2. ASSET LIQUIDATION

Article 14. Composition, Tasks, and Authorities of the Liquidation Board

1. Composition of the Liquidation Board of credit institutions, except for cases provided for in Clause 2 of this Article:

a) The Liquidation Board shall consist of the Chairman of the Board of Directors, the Chairman of the Board of Members; at least one independent member of the Board of Directors (if any); the Head of the Supervisory Board, General Director (Director), Chief Accountant; some other members among the members of the Board of Directors, members of the Board of Members, members of the Supervisory Board (if any); major shareholders, owners, capital contributors, and the five largest depositors at the credit institution (with customer consent) at the time of dissolution request. At the time of establishment and during the operation of the Liquidation Board of credit institutions, in case of absence of the Chairman of the Board of Directors, the Chairman of the Board of Members, the competent authority decides to select one of the Board of Directors' or Board of Members' members to participate in the Liquidation Board as a replacement; in case of absence of the Head of the Supervisory Board, the General Director (Director), Chief Accountant, the competent authority decides to select a replacement to participate in the Liquidation Board until these positions are filled.

b) The Chairman of the Board of Directors, the Chairman of the Board of Members shall be the Chairman of the Liquidation Board. At the time of establishment and during the operation of the Liquidation Board of credit institutions, in case of absence of the Chairman of the Board of Directors, the Chairman of the Board of Members, the person selected by the competent authority to participate in the Liquidation Board according to point a of this clause shall assume the position of Chairman of the Liquidation Board.

c) In case the credit institution has a new Chairman of the Board of Directors, a new Chairman of the Board of Members, then the new Chairman of the Board of Directors, the new Chairman of the Board of Members shall assume the position of Chairman of the Liquidation Board instead of the person holding the position of Chairman of the Liquidation Board as stipulated in point b of this clause.

2. Composition of the Liquidation Board of credit institutions that are subject to early intervention or special control and are dissolved when another credit institution takes over all debts:

a) The Liquidation Board shall consist of the Chairman of the Board of Directors, the Chairman of the Board of Members of the credit institution subject to early intervention or special control, and the credit institution taking over all debts; at least one independent member of the Board of Directors (if any) of the credit institution subject to early intervention or special control and the credit institution taking over all debts; the Head of the Supervisory Board, General Director (Director), Chief Accountant of the credit institution subject to early intervention or special control and the credit institution taking over all debts; some other members among the members of the Board of Directors, members of the Board of Members, members of the Supervisory Board (if any), and members of the Supervisory Board of the credit institution taking over all debts; major shareholders, owners, capital contributors, and the five largest depositors at the credit institution subject to early intervention or special control (with customer consent) at the time of dissolution request. At the time of establishment and during the operation of the Liquidation Board, in case of absence of the Chairman of the Board of Directors, the Chairman of the Board of Members, the competent authority decides to select one of the Board of Directors' or Board of Members' members to participate in the Liquidation Board as a replacement; in case of absence of the Head of the Supervisory Board, the General Director (Director), Chief Accountant, the competent authority decides to select a replacement to participate in the Liquidation Board until these positions are filled.

b) The Chairman of the Board of Directors, the Chairman of the Board of Members of the credit institution subject to early intervention or special control shall be the Chairman of the Liquidation Board. At the time of establishment and during the operation of the Liquidation Board, in case of absence of the Chairman of the Board of Directors, the Chairman of the Board of Members, the person selected by the competent authority to participate in the Liquidation Board according to point a of this clause shall assume the position of Chairman of the Liquidation Board.

c) In case the credit institution subject to early intervention or special control has a new Chairman of the Board of Directors, a new Chairman of the Board of Members, then the new Chairman of the Board of Directors, the new Chairman of the Board of Members shall assume the position of Chairman of the Liquidation Board instead of the person holding the position of Chairman of the Liquidation Board as stipulated in point b of this clause.

3. Composition of the Liquidation Board of foreign bank branches:

a) The Liquidation Board shall consist of the General Director (Director), Chief Accountant, at least one member designated by the parent bank, and the five largest depositors at the foreign bank branch (with customer consent) at the time of dissolution request. At the time of establishment and during the operation of the Liquidation Board of foreign bank branches, in case of absence of the General Director (Director), Chief Accountant, the parent bank's competent authority decides to select a replacement to participate in the Liquidation Board until these positions are filled.

b) The General Director (Director) of the foreign bank branch shall be the Chairman of the Liquidation Board. At the time of establishment and during the operation of the Liquidation Board of foreign bank branches, in case of absence of the General Director (Director), the person selected by the parent bank's competent authority to participate in the Liquidation Board according to point a of this clause shall assume the position of Chairman of the Liquidation Board.

c) In case the foreign bank branch has a new General Director (Director), then the new General Director (Director) shall assume the position of Chairman of the Liquidation Board instead of the person holding the position of Chairman of the Liquidation Board as stipulated in point b of this clause.

4. A credit institution or foreign bank branch decides on the Liquidation Board according to the components specified in Clause 1 and Clause 3 of this Article for cases of revoking the License as stipulated in Article 8 of this Circular.

5. The State Bank decides on the Liquidation Board for credit institutions and foreign bank branches in cases of revoking the License as stipulated in Articles 9, 10, and 11 of this Circular as follows:

a) According to the provisions set out in Clause 1, Clause 2, and Clause 3 of this Article based on the proposal of the credit institution or foreign bank branch; or

b) Other components decided by the State Bank in cases where the credit institution or foreign bank branch does not propose the components as specified in Clause 1, Clause 2, and Clause 3 of this Article.

6. Duties and powers of the Liquidation Board:

a) To use the seal of the credit institution, foreign bank branch during the liquidation process of the credit institution, foreign bank branch's assets in accordance with the provisions of the law;

b) Review all items of assets and liabilities, off-balance sheet items in the financial situation report of the credit institution or foreign bank branch, compile a list and amount of creditors and debtors at the time of liquidation of the credit institution or foreign bank branch, and a list of assets of the credit institution or foreign bank branch for disposal;

c) Carry out asset liquidation in accordance with this Circular, including the division of assets as stipulated in Article 15 of this Circular and other relevant laws, take every measure to recover debts and assets of the credit institution or foreign bank branch (except in cases of early intervention or special control dissolution of the credit institution when another credit institution takes over all debt obligations);

d) Report to the Supervisory Committee on the status of asset liquidation, asset distribution, and other issues arising within five working days at the beginning of each month or on an urgent basis;

đ) Costs related to the activities of the Liquidation Board shall be borne by the credit institution or foreign bank branch. Accounting for costs must comply with current accounting regulations;

e) The Liquidation Board concludes its tasks when the credit institution ceases to exist as a legal entity, and the foreign bank branch ceases operations in accordance with the law;

g) Other duties and powers as prescribed in this Circular.

Article 15. Order of Asset Distribution

1. The distribution of assets of credit institutions and foreign bank branches shall be carried out in the following order:

a) Special loans as prescribed in the Law on Credit Institutions;

b) Fees and expenses for asset liquidation as prescribed by law;

c) Debts for salaries, severance pay, unemployment benefits, social insurance, health insurance for employees as stipulated by law and other benefits according to collective labor agreements and signed labor contracts;

d) Payments to depositors;

đ) Financial obligations to the State;

e) Other debts.

2. In cases where the value of the assets of the credit institution remains after paying all amounts as stipulated in Clause 1 of this Article, the remaining asset value shall be distributed to shareholders, owners, and capital contributors in proportion to their capital contributions at the time of asset distribution.

3. In cases where the value of the assets of the foreign bank branch remains after paying all amounts as stipulated in Clause 1 of this Article, the remaining asset value shall be paid to the parent bank in accordance with relevant legal provisions.

Article 16. Liquidation Period

1. The liquidation period is twelve months from the date on which the approval document for the dissolution principle as stipulated in Clause 5, Article 8, Clause 3, Article 9, and Clause 3, Article 10 of this Circular, and the document requesting credit institutions and foreign bank branches to liquidate assets as stipulated in Clause 1, Article 11 of this Circular take effect. The liquidation period may be extended, with each extension not exceeding twelve months.

2. In cases where an extension of the liquidation period is requested, forty-five days before the end of the liquidation period, the Liquidation Board shall submit a request for an extension of the liquidation period (specifying the reasons) to the State Bank of Vietnam or its branch as prescribed in Article 4 of this Circular. In cases where the liquidation does not terminate according to the provisions of Article 17 of this Circular and the Liquidation Board does not submit a request for an extension of the liquidation period, the Liquidation Supervision Team shall consider submitting a request for an extension of the liquidation period (specifying the reasons) to the State Bank of Vietnam or its branch as prescribed in Article 4 of this Circular.

3. Within forty days from the date of receipt of the document from the Liquidation Board or the Liquidation Supervision Team as stipulated in Clause 2 of this Article, the State Bank of Vietnam shall issue a document approving or disapproving the request for an extension of the liquidation period.

Article 17. Cases of Termination of Liquidation

Credit institutions and foreign bank branches shall terminate liquidation in the following cases:

1. All debts and other financial obligations have been settled as stipulated in Clause 1, Article 15 of this Circular. debt and other property liabilities as prescribed in Clause 1, Article 15 of this Circular.

2. Upon expiration of the liquidation period, if the credit institution or foreign bank branch has settled all debts and other financial obligations as stipulated in Clause 1, Article 15 of this Circular, except for deposits that have not yet been withdrawn by depositors and the credit institution or foreign bank branch has sufficient funds to settle these deposits, the Liquidation Board of the credit institution or foreign bank branch must transfer the settlement amount for the undrawn deposits, and a list of depositors who have not yet received their deposits to the branch of the State Bank of Vietnam for management and payment to depositors, thereby terminating the liquidation.

3. Unable to settle all obligations 3. Unable to settle all debts.

Section 3. SUPERVISION OF ASSET LIQUIDATION

Article 18. Organizational Structure of the Liquidation Supervision Team

1. The State Bank of Vietnam decides to establish the Liquidation Supervision Team, appoints the head of the Liquidation Supervision Team, determines the use of the seal of the Liquidation Supervision Team, and specifies the specific duties and powers of the head and members of the Liquidation Supervision Team.

2. The Liquidation Supervision Team shall have at least five members meeting the criteria and conditions as prescribed in Article 19 of this Circular, including:

a) A representative of the State Bank of Vietnam;

b) A representative of another credit institution designated upon the proposal of the Board of Directors or Board of Members of that credit institution (in cases where the State Bank of Vietnam designates another credit institution to participate in supervising the liquidation of assets of the credit institution or foreign bank branch).

Article 19. Standards and Conditions for Members of the Liquidation Supervision Team

1. Hold a Bachelor's degree or higher in one of the following fields: economics, finance, banking, business administration, law, accounting, auditing, and have at least three years of work experience in the banking industry or deposit insurance.

2. Not be a shareholder, owner, capital contributor, or related party of a member of the Board of Directors, Member of the Board of Members, Member of the Supervisory Board, General Director (Director), or Member of the Liquidation Board of credit institutions or foreign bank branches being liquidated.

Article 20. Operation Mechanism of the Liquidation Supervision Team

1. Members of the Asset Liquidation Supervision Team work on a part-time basis.

2. The head of the Liquidation Supervision Team and its members shall be responsible to the entity that decides to establish the Liquidation Supervision Team regarding the performance of their duties.

3. A meeting of the Liquidation Supervision Team can only be held when at least two-thirds of the total number of members participate. Decisions of the Liquidation Supervision Team can only be passed with the agreement of the majority of members present at the meeting. In case of an equal number of valid votes, the content supported by the head of the Liquidation Supervision Team will be adopted.

4. Costs related to the operation of the Liquidation Supervision Team shall be borne by the credit institution or foreign bank branch. Accounting for costs must comply with current accounting regulations.

5. The Liquidation Supervision Team concludes its mission when the State Bank issues a decision to terminate the liquidation of assets of the credit institution or foreign bank branch.

Article 21. Duties and Authorities of the Liquidation Supervision Team

1. Direct and supervise the credit institution or foreign bank branch to inventory all debts, receivables, and payables; request the credit institution or foreign bank branch to invite creditors and debtors to reconcile accounts to determine payment capacity and sources of repayment.

2. Require the Liquidation Board to report and provide documents and information on the organizational status and operations of the credit institution or foreign bank branch during the asset liquidation process, and implement payments to creditors according to the priority order specified in this Circular.

3. Supervise the entire asset liquidation process as stipulated in this Circular and the decision establishing the Liquidation Supervision Team under Clause 1, Article 18 of this Circular.

4. Within the first ten days of each month or at any time deemed necessary, the Liquidation Supervision Team shall prepare a written report and send it directly or through postal services to the State Bank or its branch as prescribed in Article 4 of this Circular, Deposit Insurance Vietnam, and People's Committee, reporting on the situation of asset liquidation, asset distribution, and other emerging issues, proposing termination of liquidation (if applicable) according to the Appendix. The model for the supervision report is issued together with this Circular. If necessary, submit a written request to relevant agencies to assist the credit institution or foreign bank branch in recovering receivables and handling customers who intentionally cause asset losses.

5. Have the right to request the State Bank to issue a decision suspending the activities of a member of the Liquidation Board who intentionally violates laws or does not follow the asset liquidation plan, engages in asset disposal, refuses responsibility, or obligations; in serious cases, report to the Governor to request relevant authorities to handle individuals in violation according to the law (if applicable).

6. Recommend the State Bank and People's Committee to address issues beyond their jurisdiction.

7. The Liquidation Supervision Team is subject to the direction of the State Bank.

8. Perform other tasks and authorities as prescribed in this Circular.

Chapter III
WITHDRAWAL OF FOREIGN REPRESENTATIVE OFFICE LICENSE

1. In cases where the representative office of a foreign country requests to terminate its operations:

a) The representative office of a foreign country shall prepare one set of documents and submit it directly at the One-Stop Service Center or send it via postal service to the State Bank branch. The documents include:

(i) A request document to terminate operations, specifying the reasons for requesting to terminate operations, the revocation of the representative office permit, the storage of files and documents after the revocation of the permit, the responsibilities of organizations and individuals related to the termination process, and the revocation of the permit;

(ii) A document from the competent authority deciding on the approval of the termination of the representative office's operations;

(i) Issue a decision to revoke the permit, requiring the representative office of a foreign country to settle lease contracts for premises and fulfill other obligations and debts (if any) with relevant individuals and organizations, complete procedures to terminate operations, close the representative office, return the business registration certificate, and surrender seals according to the provisions of the law; or

(ii) Issue a document requesting the representative office of a foreign country to report and explain relevant matters (if any).

d) Within five working days from the date of receipt of the report and explanation of the representative office of a foreign country as stipulated in point c of this clause, the State Bank branch shall implement the provisions of point b(i) of this clause.

2. In cases where the representative office of a foreign country's permit is revoked as specified in point a of Clause 1 of this Circular, the State Bank branch shall implement the provisions of point b(i) of this clause.

3. For representative offices of foreign countries that do not request an extension of their operational period as prescribed by the State Bank, within ten days from the deadline for submitting the application for an extension of the operational period as prescribed, the State Bank branch shall issue a document requesting the representative office of a foreign country to settle lease contracts for premises and fulfill other obligations and debts (if any) with relevant individuals and organizations, complete procedures to terminate operations, close the representative office, return the business registration certificate, and surrender seals according to the provisions of the law.

4. For representative offices of foreign countries that request an extension of their operational period but are not approved in writing by the State Bank branch, in the document responding to the representative office of a foreign country regarding the non-approval of the extension of the operational period, the State Bank branch shall require the representative office of a foreign country to settle lease contracts for premises and fulfill other obligations and debts (if any) with relevant individuals and organizations, complete procedures to terminate operations, close the representative office, return the business registration certificate, and surrender seals according to the provisions of the law.

Article 23. Announcing Information on the Revocation of Representative Office Permits

1. Within seven working days from the date the Decision revoking the Permit becomes effective, the State Bank branch shall be responsible for publishing on the electronic information page of the State Bank branch (if available) the revocation of the representative office permit and sending the Decision revoking the Permit to the People's Committee, the foreign representative office, and the State Bank for state management purposes and publishing on the State Bank's electronic information portal.

2. Within seven working days from the date the Decision revoking the Permit becomes effective, the foreign representative office must publish the Decision revoking the Permit in one daily newspaper nationwide for three consecutive issues or on one Vietnamese online newspaper within seven working days and must post it at the headquarters of the foreign representative office.

3. For foreign representative offices that do not request an extension of their operating period according to the regulations of the State Bank or request an extension but are not approved in writing by the State Bank branch, within seven working days from the date the Permit expires, the State Bank branch shall be responsible for publishing on the electronic information page of the State Bank branch (if available) the expiration of the operating period of the foreign representative office and issuing a written notice about the expiration of the operating period of the foreign representative office to the People's Committee and the State Bank for state management purposes and publishing on the State Bank's electronic information portal.

Article 24. Notifying Business Registration Authorities of Information on the Revocation of Representative Office Permits

Within five working days from the date the Decision revoking the foreign representative office permit becomes effective, the State Bank branch shall be responsible for notifying in writing about the revocation of the Permit along with the Decision revoking the foreign representative office permit to the provincial business registration authority where the foreign representative office is headquartered to update the national enterprise registration information system.

Chapter IV
IMPLEMENTATION

Article 25. Responsibilities of Related Units

1. Credit organizations, foreign bank branches, and foreign representative offices have the responsibility to provide complete and truthful information regarding the organizational structure and operations of credit organizations, foreign bank branches, and foreign representative offices; implement reporting systems and comply with relevant laws concerning dissolution, asset liquidation, and revocation of permits as stipulated in this Circular.

2. Management and supervisory units have the responsibility:

a) To be the focal point for receiving and reviewing applications according to the authority defined in Clause 1 and Clause 2, Article 4 of the Circular;

b) In cases specified in Article 8 of the Circular, issue letters seeking opinions or submit to the Governor letters seeking opinions according to the authority defined in Clause 1 and Clause 2, Article 4 of the Circular:

(i) People's Committees, certain Ministries and sectors as defined in Clause 3, Article 8 of the Circular;

(ii) The State Bank branch regarding the current organizational structure, operations, ability to settle all debts and other financial obligations; views on dissolution, asset liquidation, and revocation of permits; recommendations for measures related to dissolution, asset liquidation, and revocation of permits; impacts of dissolution and revocation of permits on the safety of credit organizations in the region;

(iii) Certain units under the State Bank related to dissolution, asset liquidation, and revocation of permits (if necessary).

c) Submit to the Governor for consideration and decision on matters concerning dissolution, asset liquidation, and revocation of permits for credit organizations according to the authority defined in Clause 1, Article 4 of the Circular; decide on matters concerning dissolution, asset liquidation, and revocation of permits for credit organizations and foreign bank branches according to the authority defined in Clause 2, Article 4 of the Circular;

d) Submit to the Governor for decision to revoke permits or decide to revoke permits for bankrupt credit organizations as defined in Clause 3, Article 1 of the Circular according to the authority defined in Clause 1 and Clause 2, Article 4 of the Circular;

đ) Handle recommendations related to the process of dissolution, asset liquidation, and revocation of permits for credit organizations and foreign bank branches as defined in Clause 1 and Clause 2 Article 4 of this Circular, in addition to the authority of the Liquidation Supervision Team; shall submit to the Governor for consideration and handling issues arising outside the authority related to the process of dissolution, liquidation of assets, revocation of banking organization licenses, foreign bank branches;

e) Notify the business registration agency as provided for in Article 13 of this Circular;

g) Within five working days from the date the Decision revoking the License becomes effective, the Management and Supervision Unit shall issue a document requesting the cancellation of the bank code sent to the Information Technology Department;

3. The State Bank branch shall be responsible for:

a) Being the focal point for receiving and examining files according to the authority prescribed in Clause 3 of Article 4 of this Circular;

b) For cases prescribed in Article 8 of this Circular, issue a document seeking opinions or submit to the Governor for issuing a document seeking opinions according to the authority prescribed in Clause 3 of Article 4 of this Circular:

(i) People's Committees, certain Ministries, and sectors as prescribed in Clause 3 of Article 8 of this Circular;

(ii) Certain units under the State Bank related to the dissolution, liquidation of assets, revocation of Licenses (if necessary);

c) Decide on matters concerning the dissolution, liquidation of assets, revocation of foreign bank branch Licenses; terminate operations, revoke representative office Licenses according to the authority prescribed in Clause 3 of Article 4 of this Circular;

d) Handle complaints related to the process of dissolution, liquidation of assets, revocation of foreign bank branch Licenses, representative office Licenses outside the authority of the Liquidation Supervision Team; appoint representatives to participate in the Liquidation Supervision Team for cases of revocation of Licenses prescribed in Clause 1, Clause 2 of Article 4 of this Circular when requested; submit to the Governor for consideration and handling issues arising outside the authority related to the process of liquidating assets, dissolution, revocation of foreign bank branch Licenses, the process of revoking representative office Licenses;

đ) Within fifteen days from the date the Management and Supervision Unit issues a request as prescribed in point b(ii) of Clause 2 of this Article, the State Bank branch shall provide comments to the Management and Supervision Unit;

e) The State Bank branch shall be responsible for coordinating with the Management and Supervision Unit in the process of dissolution, liquidation of assets, revocation of banking organization Licenses, foreign bank branches;

g) Notify the business registration agency as provided for in Articles 13 and 24 of this Circular;

h) Within five working days from the date the Decision revoking the License becomes effective, the State Bank branch shall issue a document requesting the cancellation of the bank code sent to the Information Technology Department;

4. Relevant Departments, Bureaus, and units under the State Bank shall be responsible for participating in providing opinions upon the request of the Management and Supervision Unit, the State Bank branch as prescribed;

Article 26. Implementation Provisions

1. This Circular shall take effect from February 17, 2025;

2. From the date this Circular takes effect, the following provisions shall cease to be effective:

a) Circular No. 24/2017/TT-NHNN dated December 29, 2017 of the Governor of the State Bank of Vietnam on the procedures and formalities for revoking Licenses and liquidating assets of banking organizations, foreign bank branches; procedures and formalities for revoking representative office Licenses of foreign banking organizations, other foreign organizations engaged in banking activities;

b) Clause 7 of Article 1, Clause 5 of Article 2 of Circular No. 14/2019/TT-NHNN dated August 30, 2019 of the Governor of the State Bank of Vietnam amending and supplementing some articles of Circulars on the periodic reporting system of the State Bank;

c) Circular No. 11/2020/TT-NHNN dated November 2, 2020 of the Governor of the State Bank of Vietnam amending and supplementing some articles of Circular No. 24/2017/TT-NHNN dated December 29, 2017 of the Governor of the State Bank of Vietnam on the procedures and formalities for revoking Licenses and liquidating assets of banking organizations, foreign bank branches; procedures and formalities for revoking representative office Licenses of foreign banking organizations, other foreign organizations engaged in banking activities;

Article 27. Implementation Organization

Heads of units under the State Bank, banking organizations, foreign bank branches, representative offices in Vietnam of foreign banking organizations, other foreign organizations engaged in banking activities, and related organizations and individuals are responsible for implementing this Circular./.