Thông tư 16/2024/TT-NHNN quy định về xây dựng và thực hiện lộ trình để bảo đảm tuân thủ quy định về giới hạn góp vốn, mua cổ phần tại Khoản 5 Điều 137 Luật Các tổ chức tín dụng của tổ chức tín dụng, công ty con của tổ chức tín dụng do Thống đốc Ngân hàng Nhà nước Việt Nam ban hành

CIRCULAR

on the DEVELOPMENT AND IMPLEMENTATION OF A ROADMAP TO ENSURE COMPLIANCE WITH REGULATIONS ON Limits on capital contribution and share purchase IN CLAUSE 5 ARTICLE 137 OF THE LAW ON CREDIT INSTITUTIONS OF a CREDIT INSTITUTION AND its SUBSIDIARIES

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

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

Pursuant to the Government's Decree No. 102/2022/ND-CP dated December 12, 2022 prescribing functions, tasks, powers and organizational structure of the State Bank of Vietnam;

At the request of the Chief of the Banking Inspection and Supervision Agency;

The Governor of the State Bank of Vietnam hereby promulgates a Circular on the development and implementation of a roadmap to ensure compliance with regulations on limits on capital contribution and share purchase in clause 5 Article 137 of the Law on Credit Institutions of a credit institution and its subsidiaries.

Article 1. Scope and subjects

1. This Circular provides for the development and implementation of a roadmap to ensure compliance with regulations on limits on capital contribution and share purchase in clause 5 Article 137 of the Law on Credit Institutions of a credit institution (except for credit institutions placed under special control) (hereinafter referred to as “compliance roadmap”), including the following cases:

a) The credit institution has capital contributed or shares purchased from an enterprise or another credit institution that is a related person of the major shareholder or capital contributor of the credit institution arising before July 01, 2024;

b) Its subsidiary has capital contributed or shares purchased from an enterprise or another credit institution that is a shareholder or capital contributor of the credit institution arising before July 01, 2024;

c) Its subsidiary has capital contributed or shares purchased from an enterprise or another credit institution that is a related person of the major shareholder or capital contributor of the credit institution arising before July 01, 2024;

2. Commercial banks that undergo mandatory transfer shall implement the compliance roadmap specified in clause 5 Article 137 of the Law on Credit Institutions according to mandatory transfer plan.

Article 2. Closing date for determination of lists serving the development of the compliance roadmap

The determination of subsidiaries of the credit institution, shareholders, major shareholders, capital contributors and lists serving the development of the compliance roadmap specified in Articles 4, 5 and 6 hereof shall be finished at the end of June 30, 2024. 

Article 3. Time limit of the compliance roadmap

The credit institution and its subsidiaries shall develop and implement a compliance roadmap to ensure that the regulations on limits on capital contribution and share purchase in clause 5 Article 137 of the Law on Credit Institutions will have been compiled by the end of December 31, 2025 at the latest.

Article 4. Developing the roadmap so that the credit institution complies with the regulations on limits on capital contribution and share purchase in point b clause 5 Article 137 of the Law on Credit Institutions

1. a) The credit institution requests its major shareholder or capital contributor to prepare and submit a list of enterprises and other credit institutions that are its related persons.

2. The credit institution reviews and determines enterprises/credit institutions that are included in the list specified in clause 1 of this Article and are holding capital contributed or shares purchased by the credit institution.

3. The credit institution cooperates with the major shareholders/capital contributors related to the enterprises/credit institutions determined in clause 2 of this Article in developing a roadmap for compliance with the regulation on limits on capital contribution and share purchase in point b clause 5 Article 137 of the Law on Credit Institutions. The compliance roadmap of the credit institution must include at least the following contents:

a) The list of major shareholders/capital contributors related to the enterprises/credit institutions determined in clause 2 of this Article, including:

Regarding individual: Full name; personal identification number (or valid ID card number), date of issue, place of issue, place of permanent residence, current place of residence (in case of different place of permanent residence), date of birth (for Vietnamese nationals); Nationality, passport number, date of issue, place of issue, place of temporary residence in Vietnam, current place of residence (in case of different place of temporary residence) (for foreigners); the number and ownership ratio of shares/contributed capital to the charter capital that individual currently owns at the credit institution (including capital contributed, shares authorized/entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with that individual.

Regarding organization: Organization name, number of business registration certificate or equivalent legal documents, date of issue, place of issue, business code, head office address; the number, ownership ratio of shares/contributed capital to the charter capital that the organization owns at the credit institution (including capital contributed, shares authorized/ entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with that organization.

b) The list of enterprises, credit institutions determined in clause 2 of this Article, including information: Organization name, number of business registration certificate or equivalent legal documents, date of issue, place of issue, business code, head office’s address and relationship with the major shareholder, capital contributor of the credit institution; the number, ownership ratio of shares, contributed capital to the charter capital that the credit organization owns at each enterprise/credit institution (including capital contributed, shares authorized/ entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with that organization;

c) Applicable measures (the credit institution reduces the ownership ratio of shares/contributed capital at the enterprise/other credit institution that is a major shareholder/capital contributor of that credit institution; or the major shareholder/capital contributor reduces ownership ratio of shares/contributed capital at that credit institution; or other measures) and implementation timelines to comply with regulations on capital contribution/share purchase limits in Point b Clause 5, Article 137 of the Law on Credit Institutions.

4. The credit institution sends the compliance roadmap specified in Clause 3 of this Article in person or via a postal service to the SBV (via the Banking Inspection and Supervision Agency), major shareholders and capital contributors related to enterprises and credit institutions identified in Clause 2 of this Article within 120 days from the effective date of this Circular.

5. In order to ensure the safety of the credit institution's operations, the Banking Inspection and Supervision Agency requires the credit institution to edit and complete the compliance roadmap. Within 30 days from the day of receiving the request of the Banking Inspection and Supervision Agency, the credit institution must edit, complete and send the compliance roadmap to the SBV (via the Banking Inspection and Supervision Agency), related major shareholders and capital contributors.

Article 5. Developing the roadmap so that the credit institution’s subsidiaries comply with the regulations on limits on capital contribution and share purchase specified in point a clause 5 article 137 of the Law on Credit Institutions

1. The credit institution shall make a list of enterprises and other credit institutions that are shareholders and capital contributors and submit it to subsidiaries of the credit institution.

2. The credit institution’s subsidiary shall review and determine enterprises and credit institutions that are included in the list specified in clause 1 of this Article and are holding capital contributed or shares purchased by the subsidiary and send to the credit institution.

3. The credit institution shall cooperate with its subsidiaries in developing a roadmap for compliance with the regulations on limits on capital contribution and share purchase specified in point a clause 5 Article 137 of the Law on Credit Institutions. The compliance roadmap of the credit institution must include at least the following contents:

a) The list of its subsidiaries that are holding the contributed capital or purchased share determined in clause 2 of this Article, including information: Organization name, number of business registration certificate or equivalent legal documents, date of issue, place of issue, business code; head office’s address; the number, ownership ratio of shares/contributed capital to the charter capital that the credit organization owns at each subsidiary (including capital contributed, shares authorized/ entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with that credit institution;

b) The list of enterprises, credit institutions determined in clause 2 of this Article, including information: Organization name, number of business registration certificate or equivalent legal documents, date of issue, place of issue, business code, head office’s address; the number, ownership ratio of shares, capital contribution to the charter capital that the subsidiary of the credit institution owns at each enterprise/credit institution (including capital contributed, shares authorized/ entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with that credit institution;

c) Applicable measures (the credit institution, its subsidiary reduces the ownership ratio of shares/contributed capital at the enterprise/other credit institution that is a shareholder/capital contributor of that credit institution; or the shareholder/capital contributor reduces the ownership ratio of shares/contributed capital at that credit institution; or the credit institution reduces the ownership ratio of shares/contributed capital at its subsidiary or other measures) and implementation timelines to comply with regulations on capital contribution/share purchase limits in Point a Clause 5, Article 137 of the Law on Credit Institutions.

4. The credit institution shall send the compliance roadmap specified in Clause 3 of this Article in person or via a postal service to the SBV (via the Banking Inspection and Supervision Agency), its subsidiaries, shareholders and capital contributors related to enterprises and credit institutions identified in Clause 2 of this Article within 120 days from the effective date of this Circular.

5. In order to ensure the safety of the credit institution's operations, the Banking Inspection and Supervision Agency requires the credit institution to edit and complete the compliance roadmap. Within 30 days from the day of receiving the request of the Banking Inspection and Supervision Agency, the credit institution must edit, complete and send the compliance roadmap to the SBV (via the Banking Inspection and Supervision Agency), its subsidiaries, related major shareholders and capital contributors.

Article 6. Developing the roadmap so that the credit institution’s subsidiaries comply with the regulations on limits on capital contribution and share purchase specified in point b clause 5 article 137 of the Law on Credit Institutions

1. a) The credit institution requests its major shareholder or capital contributor to prepare and submit a list of enterprises and other credit institutions that are its related persons.

2. The credit institution requires its subsidiaries to review and determine enterprises and credit institutions that are included in the list specified in clause 1 of this Article and are holding capital contributed or shares purchased by such subsidiaries.

3. The credit institution cooperates with its subsidiaries, major shareholders, capital contributors related to the enterprises/credit institutions determined in clause 2 of this Article in developing a roadmap for compliance with the regulation on limits on capital contribution and share purchase in point b clause 5 Article 137 of the Law on Credit Institutions. The compliance roadmap of the credit institution must include at least the following contents:

a) The list of its subsidiaries that are holding the contributed capital or purchased share determined in clause 2 of this Article, including information: Organization name, number of business registration certificate or equivalent legal documents, date of issue, place of issue, business code; head office’s address; the number, ownership ratio of shares/contributed capital to the charter capital that the credit organization owns at each subsidiary (including capital contributed, shares authorized/ entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with that credit institution;

b) The list of major shareholders/capital contributors related to the enterprises/credit institutions determined in clause 2 of this Article, including:

Regarding individual: Full name; personal identification number (or valid ID card number), date of issue, place of issue, place of permanent residence, current place of residence (in case of different place of permanent residence), date of birth (for Vietnamese nationals); Nationality, passport number, date of issue, place of issue, place of temporary residence in Vietnam, current place of residence (in case of different place of temporary residence) (for foreigners); the number and ownership ratio of shares/contributed capital to the charter capital that individual currently owns at the credit institution (including capital contributed, shares authorized/entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with that individual.

Regarding organization: Organization name, number of business registration certificate or equivalent legal documents, date of issue, place of issue, business code, head office address; the number, ownership ratio of shares/contributed capital to the charter capital that the organization owns at the credit institution (including capital contributed, shares authorized/ entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with that organization.

c) The list of enterprises, credit institutions determined in clause 2 of this Article, including information: Organization name, number of business registration certificate or equivalent legal documents, date of issue, place of issue, business code, head office’s address; the number, ownership ratio of shares, capital contribution to the charter capital that the subsidiary of the credit institution owns at each enterprise/credit institution (including capital contributed, shares authorized/ entrusted to another organization/individual); Name of the organization/individual receiving authorization or entrustment and relationship with the subsidiary of that credit institution;

d) Applicable measures (the credit institution, its subsidiary reduces the ownership ratio of shares/contributed capital at the enterprise/other credit institution that is a shareholder/capital contributor of that credit institution; or the shareholder/capital contributor reduces the ownership ratio of shares/contributed capital at that credit institution; or the credit institution reduces the ownership ratio of shares/contributed capital at its subsidiary or other measures) and implementation timelines to comply with regulations on capital contribution/share purchase limits in Point a Clause 5, Article 137 of the Law on Credit Institutions.

4. The credit institution shall send the compliance roadmap specified in Clause 3 of this Article in person or via a postal service to the SBV (via the Banking Inspection and Supervision Agency), its subsidiaries, major shareholders and capital contributors related to enterprises and credit institutions identified in Clause 2 of this Article within 120 days from the effective date of this Circular.

5. In order to ensure the safety of the credit institution's operations, the Banking Inspection and Supervision Agency requires the credit institution to edit and complete the compliance roadmap. Within 30 days from the day of receiving the request of the Banking Inspection and Supervision Agency, the credit institution must edit, complete and send the compliance roadmap to the SBV (via the Banking Inspection and Supervision Agency), its subsidiaries, related major shareholders and capital contributors.

Article 7. Implementation of the roadmap

1. The credit institution and organizations or individuals related to the compliance roadmap shall implement the compliance roadmap that has been sent to the SBV specified in this Circular and relevant laws.

2. During the implementation of the roadmap, if necessary, the credit institution shall cooperate with related organizations or individuals in adjusting applicable measures and the implementation process in a manner that ensures the time limit specified in Article 3 hereof. The credit institution shall send the adjusted compliance roadmap in person or via a postal service to the SBV (via the Banking Inspection and Supervision Agency), its subsidiaries, its related shareholders, major shareholders and capital contributors.

3. The Inspection and Supervision Agency shall monitor and supervise the implementation of the compliance roadmap of the credit institution.

4. If a subsidiary of the credit institution fails to comply with the compliance roadmap, the credit institution must reduce the ratio of contributed capital, reduce the ownership ratio of shares at the subsidiary or implement other measures to ensure the compliance with the regulations in clause 5 Article 137 of the Law on Credit Institutions.

5. If the credit institution or its subsidiary fails to comply with the compliance roadmap, depending on the nature and seriousness of the failure, the SBV shall consider and apply handling measures in accordance with law.

6. When the period for implementation of the roadmap is expired, if the credit institution/its subsidiary has not yet complied with the regulations in clause 5 Article 137 of the Law on Credit Institutions, the credit institution/its subsidiary must temporarily suspend the capital contribution or share purchase until compliance.

Article 8. Responsibilities of the credit institution

1. Develop and implement the credit institution's compliance roadmap; based on its rights of shareholders and capital contributors, request, urge and cooperate with its subsidiaries in developing and implementing the roadmap; Urge and cooperate with shareholders, major shareholders and relevant persons in developing and implementing the compliance roadmap.

2. Make a periodic report in paper form on the implementation of the previous quarter's roadmap using the Form in the Appendix enclosed with this Circular and send it in person or via a postal service to the SBV (via the Banking Inspection and Supervision Agency). Closing date: from the 15^th day of the month preceding the reporting period to the 14th day of the last month of the quarter of the reporting period. The deadline for submitting the report: the 25^th day of the last month of the quarter in the reporting period (the first reporting period is the first quarter of 2025).

3. Be responsible before the law for the completion and accuracy of the information provided to the SBV, related organizations or individuals.

Article 9. Responsibilities of the credit institution’s subsidiaries, shareholders, major shareholders, capital contributors

1. Cooperate with the credit institution in developing the compliance roadmap; implement the roadmap in a manner that ensures compliance with the regulations herein and other relevant laws.

2. Submit reports on the implementation of the compliance roadmap (clearly stating difficulties and proposals) at the request of the credit institution for consolidating and reporting to the SBV.

3. Be responsible before the law for the completion and accuracy of the information provided to the credit institution.

Article 10. Organization of implementation

The Chief of Office, Chief of the Banking Inspection and Supervision Agency, Heads of units under the SBV, the credit institution, relevant organizations and individuals are responsible for the implementation of this Circular.

Article 11. Effect

This Circular comes into force from August 15, 2024./.

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