Chapter II
CONDITIONS, NECESSARY DOCUMENTS, ORDER AND PROCEDURES FOR APPROVING CONTRIBUTION OF CAPITAL TO AND PURCHASE OF SHARES
Article 4. Conditions for contribution of capital and purchase of shares by credit institutions
1. A credit institution is required to meet the following conditions for contributing capital to or buying shares for the purpose of establishing or acquiring a subsidiary as prescribed in Point a or Point c Clause 1 Article 1 hereof (except subsidiaries operating in debt and asset management):
a) The contribution of capital and/or purchase of shares by the credit institution must be licensed as specified in its License for establishment and operation;
b) The credit institution must meet the capital adequacy ratio as regulated in Point b Clause 1 Article 130 of the Law on credit institutions for a period of 24 months preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
c) The credit institution must meet the capital contribution or share purchase ratio as regulated in Article 129 of the Law on credit institutions for a period of 24 months preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
d) Its actual charter capital at the date of completion of the capital contribution or share purchase shall not be lower than the legal capital;
dd) It gains profit as shown in its financial statements of the year preceding the year in which the application is submitted. Such financial statements must be audited by an independent auditing firm;
e) It incurs no penalties for administrative violations against regulations on debt classification, setting and utilization of provisions for risk management, capital contribution and share purchase within 12 months before the month in which the application is submitted;
g) Its ratio of bad debts to total outstanding debts is lower than 3% within 12 months preceding the month in which the application is submitted;
h) Its organizational structure, the Board of Directors, the Board of Members, the Board of Comptrollers, and General Director (or Director) must be conformable with the Law on credit institutions and the SBV's regulations.
2. A credit institution is required to meet the following conditions for contributing capital to or buying shares for the purpose of establishing or acquiring an associate company as prescribed in Point a or Point c Clause 1 Article 1 hereof (except associate companies operating in debt and asset management):
a) It must meet the requirements stated in Point a, Point d, Point dd, Point e, Point g, and Point h Clause 1 of this Article;
b) It must meet the capital adequacy ratio as regulated in Point b Clause 1 Article 130 of the Law on credit institutions for a period of 12 months preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
c) It must meet the capital contribution or share purchase ratio as regulated in Article 129 of the Law on credit institutions for a period of 12 months preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval.
3. A credit institution is required to meet the following conditions for contributing capital to or buying shares for the purpose of establishing or acquiring a subsidiary or an associate company operating in debt and asset management:
a) It must meet the requirements stated in Point a Clause 1 of this Article;
b) It must meet the capital contribution or share purchase ratio as regulated in Article 129 of the Law on credit institutions at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
c) Its ratio of bad debts to total outstanding debts is higher than 3% within 12 months preceding the month in which the application is submitted.
4. A credit institution is required to meet the following conditions for contributing capital to or buying shares of an enterprise engaging in the business lines specified in Point b Clause 1 Article 1 hereof:
a) It must meet the requirements stated in Clause 1 of this Article;
b) It must meet the ratio of short-term funds used for granting medium- and long-term loans as prescribed in Point c Clause 1 Article 130 of the Law on credit institutions and the SBV's regulations within 24 months preceding the month in which the application is submitted.
5. A credit institution is required to meet the following conditions for conversion of debts into contributed capital as regulated in Point d Clause 1 Article 1 hereof:
a) It must meet the requirements stated in Point a, Point b, Point c, Point d, Point dd, Point e, and Point h Clause 1 of this Article;
b) Debts to be converted into contributed capital must be bad debts and such conversion of debts into contributed capital is made for the purpose of settling bad debts. Bad debts are determined according to the SBV’s regulations on classification of assets, ratio and method of establishment of provisions for credit losses, and utilization of provisions for handling credit losses by credit institutions and foreign banks’ branches.
Article 5. Application for approval for capital contribution and share purchase by credit institutions
1. An application for approval for the capital contribution or purchase of shares for the purpose of establishing or acquiring a subsidiary or an associate company as prescribed in Point a or Point c Clause 1 Article 1 hereof (except subsidiaries and associate companies operating in debt and asset management) includes:
a) The application form for approval for the capital contribution or purchase of shares made by the credit institution according to the form provided in the Appendix enclosed herewith;
b) The written approval for the capital contribution or purchase of shares given by the competent authority of the credit institution;
c) The credit institution’s plan for capital contribution or purchase of shares, which must include the following:
(i) Name (in Vietnamese and in foreign language), headquarters address of the credit institution contributing capital or buying shares;
(ii) Name (in Vietnamese and in foreign language), headquarters address, operations, and operating period of the enterprise receiving capital or selling shares;
(iii) Reasons and necessity of the capital contribution or purchase of shares;
(iv) Planned amounts of capital contributed and contribution percentage; planned amounts of shares purchased and percentage of shares owned at the enterprise receiving capital or selling shares;
(v) The charter capital and actual value of charter capital of the credit institution before contributing capital or buying shares;
(vi) Planned charter capital and actual value of charter capital of the credit institution before contributing capital or buying shares at the date of completion of the capital contribution or purchase of shares;
(vii) The ratio of bad debts to total outstanding debts of each month in the period of 12 months preceding the month in which the application is submitted;
(viii) The credit institution’s compliance with regulations on debt classification, setting and utilization of provisions for risk management, capital contribution and share purchase within 12 months before the month in which the application is submitted;
(ix) The capital adequacy ratio within 12 months (in case of capital contribution or purchase of shares for establishing or acquiring an associate company) or 24 months (in case of capital contribution or purchase of shares for establishing or acquiring a subsidiary) preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
(x) The capital contribution or share purchase ratio within 12 months (in case of capital contribution or purchase of shares for establishing or acquiring an associate company) or 24 months (in case of capital contribution or purchase of shares for establishing or acquiring a subsidiary) preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
(xi) The organizational structure of the credit institution; the organizational structure, functions, duties and rights of the Board of Directors, the Board of Members, the Board of Comptrollers, and General Director (or Director) as regulated in the Law on credit institutions and the SBV's regulations;
(xii) Major shareholders and their related persons of the subsidiary or associate company that is established or acquired by the credit institution in accordance with the Law on credit institutions and the SBV's regulations;
(xiii) The assessment of impacts of the capital contribution or purchase of shares on the financial status, management and operations of the credit institution;
d) The credit institution's financial statements of the year preceding the year in which the application is submitted. Such financial statements must be audited by an independent auditing firm;
dd) The copy of the Certificate of enterprise registration of the enterprise receiving capital or selling shares.
2. An application for approval for the capital contribution or purchase of shares for the purpose of establishing or acquiring a subsidiary or an associate company operating in debt and asset management includes:
a) The documents specified in Point a, Point b, Point dd Clause 1 of this Article;
b) The credit institution’s plan for capital contribution or purchase of shares, which must include the contents specified in Point c(i), Point c(ii), Point c(iii), Point c(iv) and Point c(vii) Clause 1 of this Article and the information about the capital contribution or share purchase ratio at the date of completion of the capital contribution or purchase of shares with the SBV’s approval.
3. An application for approval for the capital contribution or purchase of shares of an enterprise engaging in the business lines specified in Point b Clause 1 Article 1 hereof includes:
a) The documents specified in Point a, Point b, Point d, Point dd Clause 1 of this Article;
b) The credit institution’s plan for capital contribution or purchase of shares, which must include the contents specified in Points c(i), c(ii), c(iii), c(iv), c(v), c(vi), c(vii), c(viii), c(xi), c(xii) and c(xiii) Clause 1 of this Article and the following:
(i) The capital adequacy ratio within 24 months preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
(ii) The capital contribution or share purchase ratio within 24 months preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
(iii) The maximum ratio of short-term funds used for granting medium- and long-term loans within 24 months preceding the month in which the application is submitted.
4. An application for approval for conversion of debts into contributed capital as prescribed in Point d Clause 1 Article 1 hereof includes:
a) The documents specified in Point a, Point b Clause 1 of this Article;
b) The copy of the Certificate of enterprise registration of the enterprise that incurs debts to be converted into contributed capital;
c) The credit institution’s plan for capital contribution or purchase of shares, which must include the contents specified in Points c(i), c(ii), c(iii), c(iv), c(v), c(vi), c(viii), c(xi), c(xii) and c(xiii) Clause 1 of this Article and the following:
(i) The capital adequacy ratio within 24 months preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
(ii) The capital contribution or share purchase ratio within 24 months preceding the month in which the application is submitted and at the date of completion of the capital contribution or purchase of shares with the SBV’s approval;
(iii) The information about the debt to be converted into the contributed capital, including: The status of the debt to be converted into the contributed capital (the debt amount, the debt group, and ability to recover the debt); the contributed capital amount and contribution percentage or the number of shares and ownership percentage resulted from the conversion of debts into contributed capital.
Article 6. Order and procedures for approving contribution of capital to and purchase of shares of credit institutions
1. The credit institution shall prepare 02 sets of application as regulated in Article 5 hereof and submit them to the SBV (via the Bank Supervision and Inspection Agency). If the application is insufficient or invalid, within 07 business days from the receipt of the application, the Bank Supervision and Inspection Agency shall request the credit institution in writing to complete the application.
2. Within 07 business days from the receipt of the sufficient and valid application, the Bank Supervision and Inspection Agency shall send the written request, which must be accompanied with the application, for collecting opinions from:
a) The SBV’s branch in the province or city where the headquarters of the credit institution is located about the credit institution's satisfaction of corresponding conditions laid down in this Circular;
b) The SBV’s affiliates about the capital contribution, purchase of shares, or conversion of debts into contributed capital of the credit institution (if necessary).
3. Within 10 business days from the receipt of the written request for opinions from the Bank Supervision and Inspection Agency, requested agencies mentioned in Clause 2 of this Article must provide opinions about the requested contents in writing to the Bank Supervision and Inspection Agency.
4. Within 14 business days from the receipt of opinions from relevant agencies, the Bank Supervision and Inspection Agency shall consider and appraise the application, and then submit a report thereof to the SBV's Governor for giving approval or refusing to give approval for the capital contribution, purchase of shares or conversion of debts into contributed capital of the credit institution.
5. Within 45 business days from the receipt of sufficient and valid application, the SBV shall give written approval or refusal to give approval for the capital contribution, purchase of shares or conversion of debts into contributed capital of the credit institution; if an application is refused, the SBV shall provide reasons for such refusal in writing.
6. Within 12 months from the date on which the SBV’s written approval is given, the related credit institution must complete the capital contribution, purchase of shares or conversion of debts into contributed capital as approved. Over this time limit, the SBV’s written approval shall be implicitly invalid.
Tìm kiếm
Thông tư 51/2018/TT-NHNN trình tự và thủ tục chấp thuận việc góp vốn của tổ chức tín dụng (Bản Word)
Thông tư 51/2018/TT-NHNN trình tự và thủ tục chấp thuận việc góp vốn của tổ chức tín dụng (Bản Pdf)