Circular No. 69/2025/TT-NHNN amends and supplements certain provisions of several Circulars issued by the Governor of the State Bank of Vietnam in the field of banking management and supervision related to reducing business conditions and simplifying administrative procedures.

CIRCULAR

Amending and supplementing certain articles of several Circulars issued by the Governor of the State Bank of Vietnam in the field of banking management and supervisionrelated to reducing business conditions, simplifying administrative procedures 

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

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

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

At the proposal of the Director of the Credit Organization Safety Supervision Department;

The Governor of the State Bank of Vietnam promulgates this Circular amending and supplementing certain articles of several Circulars issued by the Governor of the State Bank of Vietnam in the field of banking management and supervision related to reducing business conditions and simplifying administrative procedures.

Chapter I

AMENDING AND SUPPLEMENTING CERTAIN ARTICLES OF CIRCULAR NO. 19/2013/TT-NHNNOF THE GOVERNOR OF THE STATE BANK OF VIETNAM ON REGULATIONS ON THE PURCHASE, SALE, AND DISPOSAL OF BAD DEBTS BY THE COMPANY MANAGING ASSETS OF VIETNAMESE CREDIT ORGANIZATIONSArticle 1. Amending and supplementing Article 10

Article 10. Subject, purpose, and principles of issuing bonds and special bonds

“1. The subject issuing bonds and special bonds is the Asset Management Company. The Asset Management Company authorizes the State Bank of Vietnam Trading Center to organize the issuance of bonds and special bonds in accordance with this Circular.

2. The Asset Management Company issues bonds and special bonds to pay credit organizations and foreign bank branches selling debts when purchasing bad debts from credit organizations and foreign bank branches.

3. The issuance of bonds and special bonds to pay credit organizations and foreign bank branches selling debts is carried out individually based on actual needs and business plans of the Asset Management Company.

4. Each bond or special bond specified in Clause 3 of this Article corresponds to one bad debt being bought and sold. In cases where the bad debt being bought and sold is a joint loan, the Asset Management Company issues bonds or special bonds separately for each credit organization or foreign bank branch participating in the joint loan.".

Article 2. Repealing Article 12

Article 3. Repealing Article 13

Article 4. Amending and supplementing Clause 2 of Article 16

"2. Based on the conditions stipulated in Clause 1 of this Article, the business plan and capacity of the Asset Management Company, market conditions, the Asset Management Company decides on the specific bad debts and objects that the Asset Management Company will purchase during each period.".

Article 5. Repealing Article 24

Article 6. Repealing Article 25

Article 7. Amending and supplementing Article 26

"Article 26. Implementing the purchase of bad debts at market value

1. Based on the business plan, financial capability, economic efficiency, and market conditions, the Asset Management Company decides and is responsible for purchasing bad debts at market value.

2. The Asset Management Company may only purchase bad debts as defined in Point a Clause 7a Article 3 of this Circular at market value after performing the following tasks:

a) Evaluating the bad debt to meet the conditions stipulated in Clauses 1, 2, and 3 of Article 23 of this Circular;

b) Determining the market value of the bad debt, including collateral for the bad debt. The Asset Management Company must appraise or hire a valuation company to determine the value of the bad debt and collateral;

c) Assessing the economic efficiency, risks, and capital recovery potential of purchasing the bad debt;

d) Analyzing and evaluating the current status and prospects of the bad debt, borrower, guarantor, debtor, and conditions for purchasing the debt with credit organizations and foreign bank branches selling the debt;

đ) Proposing feasible measures to handle the bad debt and collateral.

3. When converting bad debts purchased through special bonds into bad debts purchased at market value, the Asset Management Company performs the tasks stipulated in Clauses 2 and 3 of Article 23 of this Circular, agrees on the price of purchasing the bad debt at market value with Vietnamese credit organizations, signs a debt purchase contract at market value, and proceeds as follows:

a) The Asset Management Company receives back the special bonds from Vietnamese credit organizations and settles the special bonds, the outstanding principal of the bad debt recorded in the balance sheet; transfers to Vietnamese credit organizations the amount recovered from the bad debt according to regulations, equity investment, and shares in borrowers recorded in the balance sheet for cases where part of the bad debt has been converted into registered capital or shares of borrowers (if applicable). The Asset Management Company transfers all rights and obligations of the equity investment and shares in borrowers to Vietnamese credit organizations;

b) The Asset Management Company pays Vietnamese credit organizations the agreed purchase price of the bad debt according to the debt purchase contract at market value;

c) Vietnamese credit organizations transfer back the special bonds to the Asset Management Company and receive payment for the purchase price of the bad debt at market value, equity investment, and shares in borrowers, and the amount recovered from the bad debt according to Points a and b above and proceed as follows:

(i) If the purchase price of the bad debt, the amount recovered from the bad debt, and the value of the equity investment and shares received from the Asset Management Company exceed the face value of the special bonds, Vietnamese credit organizations record the difference as income for the fiscal year;

(ii) If the purchase price of the bad debt, the amount recovered from the bad debt, and the value of the equity investment and shares received from the Asset Management Company are lower than the face value of the special bonds, Vietnamese credit organizations use the risk reserve already set aside for the special bonds to offset the difference. If there is still a shortfall, Vietnamese credit organizations record it as operating expenses for the period in accordance with the law;

d) Vietnamese credit organizations reverse the amount of the risk reserve previously set aside for the special bonds after implementing Points c(i) and c(ii) above.

4. The purchase and sale of bad debts at market value must be documented in a written contract in accordance with this Circular and other relevant regulations. In cases where bad debts purchased through special bonds are converted into bad debts purchased at market value as stipulated in Clause 3 of this Article, the special bond debt purchase contract terminates from the effective date of the market value debt purchase contract. The Asset Management Company may negotiate with credit organizations and foreign bank branches to divide the remaining value of the recovered funds from the bad debt after deducting the purchase price and disposal costs.

5. Credit organizations and foreign bank branches must transfer all original documents related to the bad debt to the Asset Management Company. In cases where bad debts purchased through special bonds are converted into bad debts purchased at market value as stipulated in Clause 3 of this Article, the Asset Management Company must transfer all original documents related to the recovered funds, equity investment, and shares in borrowers to Vietnamese credit organizations."

5. Credit organizations and foreign bank branches shall transfer all original files and documents related to non-performing loans to the Asset Management Corporation. In cases where non-performing loans purchased with special bonds are converted into market value-purchased non-performing loans as stipulated in Clause 3 of this Article, the Asset Management Corporation shall transfer all original files and documents related to the amount recovered from the debt, equity contributions, and shares at the borrowing customer to Vietnamese credit institutions.”

Article 8. Amending and supplementing Article 32

"Article 32. Procedures for requesting approval of the Financial Support Plan for Borrowers

1. The Asset Management Company shall prepare one set of documents to request approval of the Investment Plan, financial provision plan, and guarantee plan for borrowers borrowing from credit institutions and foreign bank branches (hereinafter referred to as the Financial Support Plan for Borrowers) and submit directly to the One-Stop Service Unit of the State Bank or send through postal services to the State Bank. The documents include:

a) A request for approval of the Financial Support Plan for Borrowers signed by the authorized representative of the Asset Management Company;

b) The resolution of the Board of Members of the Asset Management Company approving the Financial Support Plan for Borrowers, accompanied by the Financial Support Plan for Borrowers as stipulated in point c, Clause 2, and point c, Clause 3, Article 31 of this Circular."

2. Within ten working days from the date of receipt of the application documents for approval of the Financial Support Plan for Borrowers as prescribed in Clause 1 of this Article, the State Bank shall examine and issue a document to the Asset Management Company regarding approval or non-approval. In case of non-approval, the document sent to the Asset Management Company must clearly state the reasons."

Article 9. Amending and supplementing Article 37

"Article 37. Procedures for requesting approval of the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises

1. The Asset Management Company shall prepare one set of documents to request approval of the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises as stipulated in point a, Clause 5, Article 36 and submit directly to the One-Stop Service Unit of the State Bank or send through postal services to the State Bank. The documents include:

a) A request for approval of the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises signed by the authorized representative of the Asset Management Company;

b) The resolution of the Board of Members of the Asset Management Company approving the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises, accompanied by the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises as stipulated in point a, Clause 5, Article 36 of this Circular."

2. Within ten working days from the date of receipt of complete and valid application documents as prescribed in Clause 1 of this Article, the State Bank shall examine and issue a document to the Asset Management Company regarding approval or non-approval of the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises. In case of non-approval, the document sent to the Asset Management Company must clearly state the reasons."

Article 10. Amending and supplementing points b, c Clause 1 Article 48

"b) To take the lead and coordinate with relevant units to appraise and submit to the Governor of the State Bank for decision on approval or non-approval of the Financial Support Plan for Borrowers and the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises according to the following procedures:

(i) Within two working days from the date of receipt of complete and valid application documents from the Asset Management Company requesting approval of the Financial Support Plan for Borrowers and the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises, the main unit handling the documents shall issue a document seeking opinions from relevant units of the State Bank;

(ii) Within three working days from the date of receipt of the document requesting opinions from the main unit handling the documents, the units requested to provide opinions must submit their opinions in writing to the main unit handling the documents for consolidation and submission to the Governor of the State Bank for examination and approval or non-approval of the Financial Support Plan for Borrowers and the Capital Contribution Plan and Share Capital Plan for Borrower Enterprises;"

c) To take the lead and coordinate with relevant units to appraise and submit to the Governor of the State Bank for decision on the contents stipulated in point d, Clause 1 and Clause 3, Article 16; Clause 2, Article 32; Clause 2, Article 37 of this Circular;"

Article 11. Amending and supplementing Clause 4 Article 49

"4. To request the Governor of the State Bank to decide on the contents stipulated in point d, Clause 1 and Clause 3, Article 16; Clause 2, Article 32; Clause 2, Article 37 of this Circular."

Chapter II

AMENDING AND SUPPLEMENTING CERTAIN ARTICLES OF CIRCULAR NO. 43/2015/TT-NHNNOF THE GOVERNOR OF THE STATE BANK OF VIETNAM REGULATING THE ORGANIZATION AND OPERATIONS OF THE POSTAL BRANCHES DIRECTLY UNDER THE COMMERCIAL JOINT STOCK BANK LOC PHAT VIETNAMVIETNAM DIRECTLY SUBORDINATED TO COMMERCIAL JOINT STOCK BANK LOC PHAT Article 12. Amending and supplementing

point b Clause 3 Article 10"b) Within three working days from the date of receipt of complete documents as prescribed in this Circular, the State Bank branch where LPBank plans to establish the new postal branch location shall issue a document to LPBank confirming whether the conditions for operating at the new location have been met or not; if not met, the document sent to LPBank must clearly state the reasons."

Article 13. Amending and supplementing point b Clause 2 Article 14

"b) Within five working days from the date of receipt of complete documents as prescribed in this Circular, the State Bank branch where the postal branch is located shall issue a document approving the termination of operations of the postal branch; if not approved, the document sent to LPBank must clearly state the reasons."

Article 14. Supplementing Clause 3b after Clause 3a Article 19

"3b. Suspend the operation of the postal branch at the new location when it does not meet the provisions of Clause 2, Clause 4, and Clause 5, Article 8 of this Circular."

Chapter III

AMENDING AND SUPPLEMENTING CERTAIN ARTICLES OF CIRCULAR NO. 53/2018/TT-NHNN

OF THE GOVERNOR OF THE STATE BANK OF VIETNAM REGULATING THE NETWORK OPERATIONS OF NON-BANK FINANCIAL INSTITUTIONSArticle 15. Repealing point d Clause 1 Article 6Article 16. Amending and supplementing Article 7"Article 7. Conditions for Establishing Branches

1. Non-bank financial institutions that have been operating for at least twelve months (counted from the date of opening operations to the date of application) may be permitted to establish no more than three branches in one fiscal year when meeting the following conditions:

a) Operating profitably according to the consolidated financial statements and individual financial statements audited for the previous year adjacent to the year of application. This condition does not apply to non-bank financial institutions submitting applications in the second year since the date of opening operations;

b) At the time of application, not subject to measures by competent authorities prohibiting expansion of business territory;

c) The ratio of bad debts to total loans at December 31 of the previous year adjacent to the year of application and at the time of application does not exceed 4% or another ratio as decided by the Governor during each period;

d) At the time of application, the non-bank financial institution has the number and structure of the Board of Directors, Board of Members, Supervisory Board; internal audit department and internal control system in compliance with the Law on Credit Institutions and guidelines of the State Bank, and does not lack a General Director;

đ) Having a Regulation on network management as stipulated in Article 6 of this Circular;

e) Having a Proposal for establishing a branch.

2. Non-bank financial institutions that have been operating for less than twelve months (counted from the date of opening operations to the date of application) may be permitted to establish no more than two branches when meeting the following conditions:

a) The ratio of bad debts to total loans on the last day of the month immediately preceding the month of application does not exceed 4% or another ratio as decided by the Governor during each period;

b) The provisions of points b, d, đ, e Clause 1 of this Article."

2. Non-bank credit organizations that have been operating for less than 12 months (from the date of commencing operations to the date of application) may establish no more than two branches if they meet the following conditions:

a) The ratio of non-performing loans to total outstanding loans on the last day of the month immediately preceding the month of application does not exceed 4% or another ratio determined by the Governor for each period;

b) The provisions set forth in points b, d, đ, e of Clause 1 of this Article.”

Article 17. Amending and supplementing Article 8

"Article 8. Conditions for establishing representative offices and non-business units

Non-bank financial organizations must meet the conditions stipulated in point b, Clause 1 of Article 7 of this Circular."

Article 18. Repealing Clause 4 of Article 9

Article 19. Amending and supplementing some points and clauses of Article 10

1. Amending and supplementing point d, Clause 1 as follows:

"d) Within five working days from the date of receiving the document of the Credit Institution Management and Supervision Department, the entities at point c of this Clause shall provide their comments in writing on the proposed contents;"

2. Amending and supplementing point e, Clause 1 as follows:

"e) Within forty days from the date of receiving the complete application file for establishing a branch or within twenty days from the date of receiving the complete application file for establishing a representative office or non-business unit of a non-bank financial organization, the State Bank shall issue a document approving or not approving the application of the non-bank financial organization. In case of disapproval, the document must clearly state the reasons;"

Article 20. Amending and supplementing Article 13

"Article 13. Changing the location of the branch headquarters

1. A non-bank financial organization may only change the location of its branch headquarters within the province or centrally-administered city where the branch is located, and the proposed new location must satisfy the requirements specified in points a(i), a(ii), and a(iii) of Clause 2 of Article 10 of this Circular.

2. Application documents for changing the location of the branch headquarters:

a) A document from the non-bank financial organization requesting approval to change the location of the branch headquarters, which must minimally include the following contents: current location; proposed new location that meets the requirements set forth in Clause 1 of this Article; plan for transferring the headquarters to ensure continuity in operations;

b) Resolution of the Board of Members or the Board of Directors approving the change of the branch headquarters location or another document from a competent authority as provided for in the Charter of the non-bank financial organization.

3. Procedures:

a) The non-bank financial organization shall prepare one set of application documents as prescribed in Clause 2 of this Article and submit it to the State Bank Branch in the Region where the branch headquarters is located. If the application documents are incomplete or invalid, the State Bank Branch in the Region shall issue a document requesting the non-bank financial organization to supplement and complete the documents within five working days from the date of receipt of the documents;

b) Within five working days from the date of receiving the complete application documents as prescribed in Clause 2 of this Article, the State Bank Branch in the Region where the branch headquarters is located shall issue a document to the non-bank financial organization approving or not approving the change of the branch headquarters location; in case of disapproval, the document sent to the non-bank financial organization must clearly state the reasons.

4. The non-bank financial organization shall report to the State Bank Branch in the Region where the branch headquarters is located about meeting the requirements set forth in Clause 1 of this Article no later than fifteen days before the expected operation date at the approved location.

5. Within three working days from the date of receiving the report as prescribed in Clause 4 of this Article, the State Bank Branch in the Region shall be responsible for issuing a document to inform the provincial business registration agency of the information about the change of the branch headquarters location reported by the non-bank financial organization under Clause 4 of this Article along with the document approving the change of the branch headquarters location.

6. Within twelve months from the date the State Bank Branch in the Region issues the approval document, the branch of the non-bank financial organization must operate at the approved location. If the branch does not operate at the approved location beyond this period, the approval document issued by the State Bank Branch in the Region shall automatically become invalid.

7. In case of changing the address of the branch headquarters without changing the location of the branch headquarters, the non-bank financial organization shall report to the State Bank Branch in the Region where the branch headquarters is located about the change of the branch headquarters address within seven working days from the date of implementing the change.

8. Within three working days from the date of receiving the report from the non-bank financial organization as prescribed in Clause 7 of this Article, the State Bank Branch in the Region shall be responsible for issuing a document to inform the provincial business registration agency of the information about the change of the branch headquarters address reported by the non-bank financial organization under Clause 7 of this Article."

Article 21. Amending and supplementing Article 18

"Article 18. Voluntary cessation of operations and dissolution of branches, representative offices, and non-business units

1. Documents for voluntary cessation of operations and dissolution of branches:

a) A document from the non-bank financial organization requesting the cessation of operations and dissolution of the branch, specifying the reasons for cessation of operations and dissolution; the name and address of the branch being ceased operations and dissolved; and the commitment to resolve the assets, rights, obligations, and related interests of the branch being ceased operations and dissolved;

b) Resolution of the Board of Directors or the Board of Members of the non-bank financial organization regarding the cessation of operations and dissolution of the branch or another document from a competent authority as provided for in the Charter of the non-bank financial organization;

c) Plan for resolving the assets, rights, obligations, and related interests of the branch being ceased operations and dissolved.

2. Procedure for voluntary cessation of operations and dissolution of branches:

a) The non-bank financial organization shall prepare one set of documents as prescribed in Clause 1 of this Article and submit it to the State Bank Branch in the Region where the branch headquarters is located;

b) Within twenty days from the date of receiving the complete documents as prescribed in Clause 1 of this Article, the State Bank Branch in the Region shall issue a document approving or not approving the request of the non-bank financial organization; in case of disapproval, the document must clearly state the reasons.

3. Within forty-five days from the date of receiving the approval document from the State Bank Branch in the Region regarding the cessation of operations and dissolution of the branch, the non-bank financial organization must carry out the legal procedures as prescribed by law to cease operations and dissolve the branch and report to the State Bank (Credit Institution Management and Supervision Department), the State Bank Branch in the Region where the branch headquarters is located on the results of ceasing operations and dissolving the branch.

4. Voluntary cessation of operations and dissolution of representative offices and non-business units: The non-bank financial organization decides to cease operations and dissolve the representative office or non-business unit. Within five working days from the date of ceasing operations and dissolving the representative office or non-business unit, the non-bank financial organization shall report to the State Bank (Credit Institution Management and Supervision Department), the State Bank Branch in the Region where the representative office or non-business unit is located, specifying the reasons, cessation date, and dissolution date.

5. Within three working days from the date of receiving the report as prescribed in Clauses 3 and 4 of this Article, the State Bank Branch in the Region shall be responsible for issuing a document to inform the provincial business registration agency of the information about the cessation of operations and dissolution of the branch, representative office, or non-business unit reported by the non-bank financial organization under Clauses 3 and 4 of this Article."

Article 22. Add Clause 1b following Clause 1a of Article 21

"1b. Must maintain the actual value of the registered capital at a minimum level equal to the statutory capital requirement."

Article 23. Amend and supplement Article 23

"Article 23. Responsibilities of the Credit Institution Management and Supervision Department

1. The focal point for receiving, examining, and submitting to the Governor for approval or disapproval in accordance with Clause 1 of Article 4 of this Circular.

2. Receiving applications, approving or disapproving matters specified in Clause 2 of Article 4 of this Circular.

3. Sending the approval document to the State Bank Branch for the Region regarding the contents specified in Clauses 1 and 2 of Article 4 of this Circular so that the State Bank Branch for the Region can notify the provincial business registration authority.

4. Cooperating with the State Bank Branch for the Region to handle issues arising related to the establishment and operation of branches, representative offices, and affiliated units of non-bank credit institutions.

5. Receiving reports and notifications from non-bank credit institutions as prescribed in this Circular.

6. Supervising non-bank credit institutions to maintain the actual value of the registered capital at a minimum level equal to the statutory capital requirement."

Article 24. Repeal Article 24

Article 25. Replace the Appendix issued together with Circular No. 53/2018/TT-NHNN

Replace the Appendix issued together with Circular No. 53/2018/TT-NHNN with the Appendix issued together with this Circular.

Chapter IV

AMENDMENTS AND SUPPLEMENTS TO CERTAIN ARTICLES OF CIRCULAR NO. 62/2024/TT-NHNN OF THE GOVERNOR OF THE STATE BANK OF VIETNAM ON CONDITIONS, DOCUMENTS, AND PROCEDURES FOR APPROVING THE REORGANIZATION OF COMMERCIAL BANKS AND NON-BANK CREDIT INSTITUTIONS SUBSTITUTE FOR THE HEAD OF THE COMMERCIAL BANK, CREDIT ORGANIZATION NON-BANK CREDIT ORGANIZATION 

Article 26. Add Clause 9 to Article 3

“9. The focal unit for handling applicationsis the Credit Institution Management and Supervision Department under the State Bank of Vietnam.”

Article 27. Amend and supplement Clause 1 of Article 9

“1. Post-merger credit institutions and merged credit institutions must have a registered capital at a minimum level equal to the statutory capital requirement corresponding to the type of post-merger credit institution or merged credit institution as prescribed by law.”

Article 28. Amend and supplement Point c of Clause 1 of Article 10

“c) Documents or evidence proving that the merger does not fall within the prohibited concentration cases under the Competition Law;”

Article 29. Amend and supplement Point c of Clause 1 of Article 11

“c) Documents or evidence proving that the consolidation does not fall within the prohibited concentration cases under the Competition Law;”

Article 30. Amend and supplement certain Points and Clauses of Article 13

1. Amend Point c and d of Clause 1 as follows:

“c) Within ten days from the date of receipt of complete and valid documents, the State Bank shall send a letter seeking opinions from the People's Committee of the province or centrally governed city where the merging credit institutions have their headquarters on the impact of the merger on economic and social stability in the region and their views on the merger;

d) Within ten days from the date of receipt of the State Bank’s letter, the People's Committee of the province or centrally governed city shall provide written comments on the requested matters;”

2. Amend Point c of Clause 3 as follows:

“c) Within twenty days from the date of receipt of complete and valid documents, the State Bank shall issue a letter of approval for the merger according to the model prescribed in Appendix 04 attached to this Circular; amend and supplement the license for the operation of the credit institution accepting the merger and approve other relevant matters (if any). In case of disapproval, the State Bank shall issue a letter specifying the reasons.”

Article 31. Amend and supplement certain Points and Clauses of Article 14

1. Amend Point c and d of Clause 1 as follows:

“c) Within ten days from the date of receipt of complete and valid documents, the State Bank shall send a letter seeking opinions from the People's Committee of the province or centrally governed city where the credit institutions being consolidated have their headquarters, and where the consolidated credit institution is expected to have its headquarters, on the impact of the consolidation on economic and social stability in the region and their views on the consolidation;

d) Within ten days from the date of receipt of the State Bank’s letter, the People's Committee of the province or centrally governed city shall provide written comments on the requested matters;”

2. Amend Point c of Clause 3 as follows:

“c) Within twenty days from the date of receipt of complete and valid documents, the State Bank shall issue a letter of approval for the consolidation according to the model prescribed in Appendix 05 attached to this Circular; issue the license for the operation of the consolidated credit institution, and approve other relevant matters (if any). In case of disapproval, the State Bank shall issue a letter specifying the reasons.”

Article 32. Repeal Clause 1, Point a of Clause 2, and Point a of Clause 3 of Article 16

Article 33. Amend and supplement certain Points and Clauses of Article 19

1. Amend Point c of Clause 1 as follows:

“c) Within forty days from the date of receipt of complete and valid documents, the State Bank shall issue a letter of approval for the principle of changing the legal form of the credit institution and approve the list of proposed personnel. In case of disapproval, the State Bank shall issue a letter specifying the reasons.”

2. Amend Point c of Clause 3 as follows:

“c) Within twenty days from the date of receipt of complete and valid documents, the State Bank shall issue a letter of approval for changing the legal form of the credit institution according to the model prescribed in Appendix 06 attached to this Circular, issue the license for the operation of the credit institution, and approve other relevant matters (if any). In case of disapproval, the State Bank shall issue a letter specifying the reasons.”

Article 34. Amend and supplement Article 21

“Article 21. Conditions for Changing the Type of Non-Bank Credit Institution

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

1. At the time of application, the non-bank credit institution has the number and structure of the Board of Directors, Board of Members, Supervisory Board; internal audit department and internal control system in compliance with the Law on Credit Institutions and guidelines of the State Bank, and does not lack a General Director.

2. In the case of a specialized finance company changing its type to a comprehensive finance company, in addition to the conditions stipulated in Clause 1 of this Article, it must also meet the following conditions:

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

b) 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 for these provisions continuously for twelve months immediately preceding the month of application;

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

d) Not subject to administrative penalties in the field of currency and banking within the last twelve months calculated from the date of application for changing the type;

đ) Not subject to measures prohibiting expansion of activities.”.

Article 35. Amending and supplementing Clause 3 of Article 24

“3. Within thirty-five days from the date of receiving complete and valid documents, the State Bank shall issue a written approval for the conversion of the form of non-bank credit institutions according to the model prescribed in Appendix 07 issued together with this Circular; amend and supplement the License for Establishment and Operation of non-bank credit institutions and approve other contents (if any). In case of disapproval, the State Bank shall issue a written document specifying the reasons.”

Article 36. Supplementing Clause 8 of Article 27

“8. Must maintain the actual value of the registered capital at a minimum level equal to the statutory capital requirement.”

Article 37. Amending and supplementing Clause 1 of Article 28

“1. The lead unit processing the application for approval of restructuring of credit institutions shall be responsible for receiving, examining, and submitting to the Governor of the State Bank for consideration a written document or decision in accordance with Articles 13, 14, 19, and 24 of this Circular; supervise the non-bank credit institution to maintain the actual value of the registered capital at a minimum level equal to the statutory capital requirement.”

Chapter V

IMPLEMENTING PROVISIONS

Article 38. Implementing Provisions

1. This Circular takes effect from February 15, 2026.

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

a) Clause 8, Clause 14 of Article 1 of Circular No. 14/2015/TT-NHNN amending and supplementing certain articles of Circular No. 19/2013/TT-NHNN of the Governor of the State Bank of Vietnam on the purchase, sale, and handling of bad debts of the Asset Management Company of Credit Institutions of Vietnam;

b) Clause 6 of Article 1; the phrase “Clauses 2, 3, 4 of Article 10” in Clause 1 of Article 2; the phrase "Clause 2 of Article 12," the phrase "Clauses 5, 6 of Article 13" in Clause 2 of Article 2 of Circular No. 03/2024/TT-NHNN of the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circular No. 19/2013/TT-NHNN of the Governor of the State Bank of Vietnam on the purchase, sale, and handling of bad debts of the Asset Management Company of Credit Institutions of Vietnam;

c) The phrase “point b Clause 3 of Article 10” in point c Clause 5 of Article 1 of Circular No. 27/2022/TT-NHNN of the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circulars stipulating the delegation of authority for administrative procedures in the field of establishment and operation of banks;

d) Clause 7, Clause 9, Clause 14, point c Clause 15 of Article 1 of Circular No. 30/2024/TT-NHNN of the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circulars stipulating the documents and procedures for approving changes and the network of operations of non-bank credit institutions.

Article 39. Responsibility for Implementation

Heads of units under the State Bank of Vietnam, credit institutions, foreign bank branches, and Asset Management Companies of Credit Institutions of Vietnam are responsible for implementing this Circular./.