Tìm kiếm
Chương III: Trách nhiệm của các tổ chức, cá nhân có liên quan
| Số hiệu: | 56/2024/TT-NHNN | Loại văn bản: | Thông tư |
| Nơi ban hành: | Ngân hàng Nhà nước | Người ký: | Đoàn Thái Sơn |
| Ngày ban hành: | 24/12/2024 | Ngày hiệu lực: | 24/12/2024 |
| Ngày công báo: | 11/01/2025 | Số công báo: | Từ số 49 đến số 50 |
| Lĩnh vực: | Tiền tệ - Ngân hàng | Tình trạng: | Còn hiệu lực |
TÓM TẮT VĂN BẢN
Hồ sơ đề nghị cấp giấy phép thành lập Văn phòng đại diện tại Việt Nam của tổ chức tín dụng nước ngoài
Ngày 24/12/2024, Thống đốc Ngân hàng Nhà nước ban hành Thông tư 56/2024/TT-NHNN quy định hồ sơ, thủ tục cấp giấy phép lần đầu của ngân hàng thương mại chi nhánh ngân hàng nước ngoài, văn phòng đại diện nước ngoài.
Hồ sơ đề nghị cấp giấy phép thành lập Văn phòng đại diện tại Việt Nam của tổ chức tín dụng nước ngoài
(i) Đơn đề nghị cấp Giấy phép thành lập văn phòng đại diện nước ngoài do người đại diện theo pháp luật của tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng ký (Mẫu tại Phụ lục số 06 ban hành kèm theo Thông tư 56/2024/TT-NHNN ).
(ii) Giấy phép hoạt động hoặc văn bản tương đương do cơ quan có thẩm quyền của nước nơi tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng đặt trụ sở chính cấp cho tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng.
(iii) Văn bản của cơ quan có thẩm quyền của nước nơi tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng đặt trụ sở chính cung cấp thông tin về tình hình tuân thủ pháp luật của tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng.
(iv) Văn bản của cơ quan có thẩm quyền của nước nơi tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng đặt trụ sở chính cho phép tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng thành lập Văn phòng đại diện nước ngoài tại Việt Nam.
(v) Báo cáo quá trình thành lập, hoạt động của tổ chức tín dụng, tổ chức nước ngoài khác có hoạt động ngân hàng cho đến thời điểm nộp hồ sơ đề nghị cấp Giấy phép và định hướng phát triển của tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng tại Việt Nam.
(vi) Báo cáo tài chính năm liền kề trước năm nộp hồ sơ đề nghị cấp Giấy phép đã được kiểm toán của tổ chức tín dụng, tổ chức nước ngoài khác có hoạt động ngân hàng.
(vii) Sơ yếu lý lịch của Trưởng Văn phòng đại diện nước ngoài dự kiến theo mẫu quy định tại Phụ lục số 07 ban hành kèm theo Thông tư 56/2024/TT-NHNN có xác nhận của tổ chức tín dụng nước ngoài, tổ chức nước ngoài khác có hoạt động ngân hàng; Phiếu lý lịch tư pháp theo quy định tại điểm b khoản 4 Điều 11 Thông tư 56/2024/TT-NHNN , các văn bằng, chứng chỉ chứng minh năng lực, trình độ chuyên môn của Trưởng Văn phòng đại diện nước ngoài dự kiến tại Việt Nam.
(viii) Văn bản chứng minh quyền sử dụng hoặc sẽ có quyền sử dụng hợp pháp trụ sở của văn phòng đại diện nước ngoài.
Xem thêm chi tiết tại Thông tư 56/2024/TT-NHNN có hiệu lực từ ngày 24/12/2024.
Văn bản tiếng việt
Thông tư 56/2024/TT-NHNN (Bản Word)
Văn bản tiếng anh
1. Lập và gửi hồ sơ theo quy định tại Thông tư này.
2. Sau khi nhận được văn bản chấp thuận nguyên tắc, Ban trù bị có trách nhiệm:
a) Tổ chức cuộc họp Đại hội đồng cổ đông đầu tiên, cuộc họp Thành viên góp vốn đầu tiên để thông qua các nội dung theo quy định tại khoản 4, 5 Điều 3 Thông tư này;
b) Thông báo cho các cổ đông góp vốn, chủ sở hữu, thành viên góp vốn, ngân hàng mẹ gửi tiền vào tài khoản do Ban trù bị mở tại một ngân hàng thương mại Việt Nam.
3. Hướng dẫn cổ đông góp vốn thực hiện việc góp vốn và thẩm định hồ sơ của cổ đông góp vốn.
4. Chịu trách nhiệm về tính đầy đủ, chính xác nội dung hồ sơ đã nộp cho Ngân hàng Nhà nước.
5. Thông báo cho các cổ đông góp vốn, thành viên sáng lập, ngân hàng mẹ biết lý do không được cấp Giấy phép trong trường hợp không được Ngân hàng Nhà nước chấp thuận.
6. Bảo vệ các nội dung tại Đề án thành lập ngân hàng thương mại, chi nhánh ngân hàng nước ngoài trước Hội đồng thẩm định.
7. Trình bày trước Hội đồng thẩm định về việc đáp ứng đủ các điều kiện để được cấp Giấy phép theo yêu cầu của Ngân hàng Nhà nước.
1. Triệu tập cuộc họp Đại hội đồng cổ đông, cuộc họp Thành viên sáng lập đầu tiên theo quy định của pháp luật
2. Ký các văn bản thuộc thẩm quyền để đề nghị thành lập ngân hàng thương mại, chi nhánh ngân hàng nước ngoài cho đến khi được Ngân hàng Nhà nước cấp Giấy phép.
Tổ chức, cá nhân có liên quan đến hồ sơ cấp Giấy phép của ngân hàng thương mại, chi nhánh ngân hàng nước ngoài và văn phòng đại diện nước ngoài phải cung cấp đầy đủ, chính xác, kịp thời các thông tin theo yêu cầu của Ngân hàng Nhà nước, Ban trù bị theo quy định tại Thông tư này và chịu trách nhiệm trước pháp luật về các thông tin cung cấp.
Trong thời hạn 05 ngày làm việc kể từ ngày Ngân hàng Nhà nước cấp Giấy phép, Ngân hàng Nhà nước (đơn vị đầu mối xử lý hồ sơ đề nghị cấp Giấy phép) hoặc Ngân hàng Nhà nước chi nhánh theo thẩm quyền quy định tại Điều 5 Thông tư này có trách nhiệm thông báo bằng văn bản kèm theo Giấy phép, thông tin về người đại diện pháp luật của ngân hàng thương mại, thông tin về Tổng giám đốc (Giám đốc) chi nhánh ngân hàng nước ngoài, thông tin về Trưởng Văn phòng đại diện nước ngoài cho Cơ quan đăng ký kinh doanh cấp tỉnh nơi ngân hàng thương mại, chi nhánh ngân hàng nước ngoài, văn phòng đại diện nước ngoài đặt trụ sở chính để cập nhật vào hệ thống thông tin quốc gia về đăng ký doanh nghiệp.
1. Sau khi có văn bản xác nhận hồ sơ đầy đủ và hợp lệ, Ngân hàng Nhà nước có văn bản gửi lấy ý kiến của:
a) Ủy ban nhân dân tỉnh, thành phố trực thuộc Trung ương nơi dự kiến đặt trụ sở chính của ngân hàng thương mại, trụ sở của chi nhánh ngân hàng nước ngoài về địa điểm đặt trụ sở chính của ngân hàng thương mại, trụ sở của chi nhánh ngân hàng nước ngoài;
b) Bộ Công an về danh sách nhân sự dự kiến bầu, bổ nhiệm làm thành viên Hội đồng quản trị, thành viên Hội đồng thành viên, thành viên Ban kiểm soát và Tổng giám đốc (Giám đốc) của ngân hàng thương mại, Tổng giám đốc (Giám đốc) của chi nhánh ngân hàng nước ngoài;
c) Các tổ chức, cơ quan có liên quan (trong trường hợp cần thiết).
2. Ngân hàng Nhà nước xem xét, có văn bản chấp thuận nguyên tắc thành lập ngân hàng thương mại, chi nhánh ngân hàng nước ngoài trên cơ sở ý kiến của các cơ quan liên quan.
1. Hội đồng thẩm định hồ sơ cấp Giấy phép thành lập và hoạt động của ngân hàng thương mại, cấp Giấy phép thành lập chi nhánh ngân hàng nước ngoài (gọi tắt là Hội đồng thẩm định) do Thống đốc Ngân hàng Nhà nước quyết định thành lập gồm Thống đốc hoặc một Phó Thống đốc (được Thống đốc ủy quyền) làm Chủ tịch, các thành viên là Thủ trưởng một số đơn vị thuộc Ngân hàng Nhà nước. Hội đồng thẩm định hoạt động theo Quy chế do Thống đốc quy định.
2. Nhiệm vụ của Hội đồng thẩm định: Thẩm định các hồ sơ đề nghị cấp Giấy phép thành lập và hoạt động ngân hàng thương mại, Giấy phép thành lập chi nhánh ngân hàng nước ngoài. Trong quá trình thẩm định, Hội đồng thẩm định áp dụng hình thức phỏng vấn trực tiếp để thẩm định trình độ chuyên môn, hiểu biết về lĩnh vực ngân hàng của những người dự kiến được bầu vào các chức danh quản trị, điều hành của ngân hàng thương mại, Tổng giám đốc (Giám đốc) dự kiến của chi nhánh ngân hàng nước ngoài; thẩm định tính hợp lý và khả thi đối với từng nội dung của Đề án thành lập ngân hàng thương mại, chi nhánh ngân hàng nước ngoài.
1. Làm đầu mối tiếp nhận và thẩm định hồ sơ đề nghị cấp Giấy phép thành lập và hoạt động của ngân hàng thương mại, hồ sơ đề nghị cấp Giấy phép thành lập chi nhánh ngân hàng nước ngoài:
a) Đối với hồ sơ đề nghị cấp Giấy phép thành lập và hoạt động ngân hàng thương mại, hồ sơ đề nghị Giấy phép thành lập chi nhánh ngân hàng nước ngoài trước khi chấp thuận nguyên tắc:
(i) Đơn vị đầu mối thẩm định tính đầy đủ, hợp lệ của hồ sơ và trình Thống đốc Ngân hàng Nhà nước có văn bản gửi Ban trù bị để xác nhận hồ sơ đầy đủ, hợp lệ hoặc yêu cầu bổ sung hồ sơ;
(ii) Thẩm định hồ sơ và có văn bản đề nghị thẩm định kèm hồ sơ gửi các thành viên Hội đồng thẩm định xem xét. Văn bản đề nghị thẩm định nêu rõ kết quả thẩm định và quan điểm đề xuất về việc cấp Giấy phép;
(iii) Tổng hợp ý kiến của các thành viên Hội đồng thẩm định và trình Chủ tịch Hội đồng thẩm định triệu tập họp các thành viên Hội đồng thẩm định để xem xét hồ sơ đề nghị cấp Giấy phép;
(iv) Căn cứ Biên bản cuộc họp Hội đồng thẩm định, trình Thống đốc Ngân hàng Nhà nước có văn bản gửi Bản trù bị về việc chấp thuận nguyên tắc hoặc không chấp thuận nguyên tắc (trong đó nêu rõ lý do).
Nội dung văn bản chấp thuận nguyên tắc bao gồm: chấp thuận nguyên tắc thành lập ngân hàng thương mại, thành lập chi nhánh ngân hàng nước ngoài; chấp thuận danh sách nhân sự dự kiến của ngân hàng thương mại, chi nhánh ngân hàng nước ngoài; chấp thuận cơ cấu tổ chức, quản trị điều hành, kiểm soát nội bộ, kiểm toán nội bộ của chi nhánh ngân hàng nước ngoài;
b) Đối với các văn bản bổ sung sau khi được chấp thuận nguyên tắc:
Sau khi nhận được các văn bản bổ sung hồ sơ, Đơn vị đầu mối có trách nhiệm thẩm định và trình Thống đốc Ngân hàng Nhà nước ký Quyết định cấp Giấy phép thành lập ngân hàng thương mại, Giấy phép thành lập chi nhánh ngân hàng nước ngoài nếu hồ sơ đầy đủ, hợp lệ và đáp ứng các điều kiện theo quy định hoặc có văn bản không cấp Giấy phép (trong đó nêu rõ lý do).
2. Thông báo bằng văn bản cho Cơ quan đăng ký kinh doanh cấp tỉnh nơi ngân hàng thương mại, chi nhánh ngân hàng nước ngoài đặt trụ sở chính theo quy định tại Điều 19 Thông tư này.
3. Chịu trách nhiệm về quản lý và lưu trữ hồ sơ cấp Giấy phép sau khi đã cấp Giấy phép.
4. Xử lý các vướng mắc trong quá trình triển khai thực hiện Thông tư.
5. Giám sát việc thực hiện của ngân hàng thương mại, chi nhánh ngân hàng nước ngoài sau khi khai trương hoạt động theo Đề án thành lập ngân hàng thương mại, chi nhánh ngân hàng nước ngoài.
1. Ngân hàng Nhà nước chi nhánh:
a) Trong thời hạn 30 ngày, kể từ ngày Đơn vị đầu mối xử lý hồ sơ đề nghị cấp Giấy phép quy định tại khoản 7 Điều 3 Thông tư này có văn bản đề nghị, Ngân hàng Nhà nước chi nhánh nơi ngân hàng thương mại, chi nhánh ngân hàng nước ngoài đề nghị thành lập dự kiến đặt trụ sở chính thẩm định hồ sơ đề nghị cấp Giấy phép và có văn bản gửi Đơn vị đầu mối;
b) Làm đầu mối trực tiếp kiểm tra, chỉ đạo, giám sát ngân hàng thương mại, chi nhánh ngân hàng nước ngoài thực hiện và đảm bảo các điều kiện theo quy định của pháp luật, của Ngân hàng Nhà nước trước khi tiến hành khai trương hoạt động;
c) Đình chỉ ngân hàng thương mại, chi nhánh ngân hàng nước ngoài khai trương hoạt động trong trường hợp ngân hàng thương mại, chi nhánh ngân hàng nước ngoài không đáp ứng các điều kiện khai trương hoạt động;
d) Báo cáo Thống đốc Ngân hàng Nhà nước về điều kiện và tình hình tiến hành khai trương hoạt động của ngân hàng thương mại, chi nhánh ngân hàng nước ngoài;
đ) Tiếp nhận, thẩm định hồ sơ theo quy định tại Điều 15 Thông tư này;
e) Có văn bản gửi lấy ý kiến Ủy ban nhân dân tỉnh, thành phố trực thuộc Trung ương nơi dự kiến đặt trụ sở của văn phòng đại diện nước ngoài đối với việc đặt địa điểm trụ sở của văn phòng đại diện nước ngoài khi thực hiện cấp Giấy phép thành lập văn phòng đại diện nước ngoài theo quy định tại khoản 2 Điều 5 Thông tư này;
g) Chịu trách nhiệm về quản lý và lưu trữ hồ sơ cấp Giấy phép sau khi đã cấp Giấy phép;
h) Thông báo cho Bộ Công an (Cục An ninh kinh tế) về nhân sự là Trưởng văn phòng đại diện nước ngoài sau khi cấp Giấy phép thành lập văn phòng đại diện nước ngoài;
i) Thông báo bằng văn bản cho Cơ quan đăng ký kinh doanh cấp tỉnh nơi văn phòng đại diện nước ngoài đặt trụ sở theo quy định tại Điều 19 Thông tư này;
k) Hướng dẫn văn phòng đại diện nước ngoài thực hiện việc nộp lệ phí cấp giấy phép.
2. Các đơn vị khác thuộc Ngân hàng Nhà nước có liên quan chịu trách nhiệm phối hợp trong công tác cấp Giấy phép theo quy định.
|
STATE BANK OF VIETNAM |
SOCIALIST REPUBLIC OF VIETNAM |
|
No. 56/2024/TT-NHNN |
Hanoi, December 24, 2024 |
CIRCULAR
ON APPLICATIONS AND PROCEDURES FOR THE ISSUANCE OF INITIAL LICENSES FOR COMMERCIAL BANKS, FOREIGN BANK BRANCHES, AND FOREIGN REPRESENTATIVE OFFICES
Pursuant to the Law on the State Bank dated June 16, 2010;
Pursuant to the Law on Credit Institutions dated January 18, 2024;
Pursuant to Decree No. 102/2022/ND-CP dated December 12, 2022 of the Government on the functions, duties, powers, and organizational structure of the State Bank;
Pursuant to Decree No. 162/ND-CP dated December 20, 2024 of the Government on conditions for licensing people's credit funds, microfinance institutions, and conditions for owners of credit institutions being single-member limited liability companies, founding shareholders, and founding members;
At the proposal of the Chief Inspector of the Banking Supervision Agency;
The Governor of the State Bank hereby issues the Circular on applications and procedures for the issuance of initial licenses for commercial banks, foreign bank branches, and foreign representative offices.
Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Circular provides for the applications and procedures for the issuance of initial licenses for commercial banks, foreign bank branches, and foreign representative offices.
Article 2. Regulated entities
This Circular applies to:
1. Commercial banks.
2. Foreign bank branches.
3. Representative offices in Vietnam of foreign credit institutions and other foreign organizations engaged in banking activities (hereinafter referred to as foreign representative offices).
4. Organizations and individuals involved in the application and procedures for the issuance of initial licenses for commercial banks, foreign bank branches, and foreign representative offices.
Article 3. Interpretation of terms
For the purposes of this Circular, the following terms are defined as follows:
1. Other foreign organizations engaged in banking activities are organizations established abroad under foreign laws and regularly conducting at least one of the following operations:
a) Accepting deposits;
b) Extending credit;
c) Providing payment services via accounts.
2. Foreign representative office is a dependent unit of a foreign credit institution, other foreign organization engaged in banking activities, established in Vietnam. Foreign representative offices are not permitted to conduct business activities in Vietnam.
3. Capital-contributing shareholders are organizations or individuals owning at least one share of a joint-stock commercial bank at the time of establishment.
4. First General meeting of shareholders is the meeting comprising founding shareholders and other capital-contributing shareholders after obtaining in-principle approval from the State Bank, responsible for adopting the charter of the joint-stock commercial bank, electing members of the Board of Directors and Supervisory Board for the first term, and deciding on other matters related to the establishment of the joint-stock commercial bank.
5. First meeting of capital-contributing members is the meeting comprising founding members and other capital-contributing members after obtaining in-principle approval from the State Bank, responsible for adopting the charter of the bank, electing members of the Members' Council and Supervisory Board for the first term, and deciding on other matters related to the establishment of a joint-venture bank or a wholly foreign-owned bank as a limited liability company with two or more members.
6. Preparatory Committee is a group appointed by the founding shareholders, founding members, owner, or parent bank to act as authorized representatives, on behalf of the founding shareholders, capital-contributing members, owner, or parent bank, to carry out tasks related to the application for the License. The Preparatory Committee must have at least two members, including one Head.
7. Focal unit for processing the application for License issuance is a unit under the State Bank assigned the task of issuing the initial License for commercial banks and foreign bank branches.
Article 4. Operational duration
The operational duration of a commercial bank or foreign bank branch, as specified in the License, shall not exceed 99 years; the operational duration of a foreign representative office, as specified in the License, shall not exceed 5 years.
Chapter II
PROVISIONS ON LICENSE ISSUANCE
Article 5. Licensing authority
1. The Governor of the State Bank has the authority to issue Licenses to commercial banks and foreign bank branches.
2. The Director of the State Bank branch where the foreign representative office intends to locate its headquarters has the authority to issue Licenses to foreign representative offices.
Article 6. Licenses
1. The State Bank specifies the banking activities, other business activities of commercial banks, foreign bank branches, and the activities of foreign representative offices according to the corresponding License forms provided in Appendices 01, 02, and 03 enclosed with this Circular.
2. In cases where the License is lost, torn, burned, or otherwise destroyed, the commercial bank, foreign bank branch, or foreign representative office must submit a written request stating the reasons, either via postal service or directly at the State Bank (single-window division), to request the State Bank to consider issuing a certified true copy of the original License in accordance with the law and the authority specified in Article 5 of this Circular.
Within 5 working days from the date of receiving the written request, the State Bank shall issue a certified true copy of the original License to the commercial bank, foreign bank branch, or foreign representative office.
Article 7. Procedures for issuance of Licenses
1. Procedures for issuing the Establishment and Operation License of a commercial bank, and the Establishment License of a foreign bank branch are as follows:
a) The Preparatory Committee shall prepare an application for the License in accordance with Articles 10, 11, Clauses 1, 2, 3 of Article 12, Clauses 1, 2, 3, 4, 5, 6 of Article 13, Clauses 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 of Article 14 of this Circular, and submit it via postal service or directly at the State Bank (single-window division).
Within 60 days from the date of receiving the application for issuance of License, the State Bank shall send a written confirmation to the Preparatory Committee acknowledging the receipt of a complete and valid application for consideration of in-principle approval, or request additional information if the application is incomplete or invalid;
b) Within 90 days from the date of sending the confirmation of receipt of a complete and valid application, the State Bank shall issue a written in-principle approval for the establishment of the commercial bank or foreign bank branch after consulting relevant agencies. In case of disapproval, the State Bank shall provide a written response to the Preparatory Committee, clearly stating the reasons for disapproval;
c) Within 60 days from the date of receiving the in-principle approval for the establishment of the commercial bank or foreign bank branch, the Preparatory Committee shall prepare additional documents as stipulated in Article 10, Clause 4 of Article 12, Clause 7 of Article 13, Clause 14 of Article 14 of this Circular, and submit them via postal service or directly at the State Bank (single-window division). If the State Bank does not receive or receives incomplete additional documents after this period, the in-principle approval will automatically become invalid.
Within 5 working days from the date of receiving the complete additional documents, the State Bank shall issue a written confirmation of receipt.
Within 30 days from the date of receiving the complete additional documents, the State Bank shall issue the License as stipulated. In case of refusal to issue the License, the State Bank shall provide a written response to the Preparatory Committee, clearly stating the reasons for refusal.
2. Procedures for issuance of the License for foreign representative offices are as follows:
a) Foreign credit institutions and other foreign organizations engaged in banking activities shall prepare an application for the License in accordance with Articles 10 and 15 of this Circular and submit it via postal service or directly to the State Bank branch as stipulated in Clause 2, Article 5 of this Circular.
Within 30 days from the date of receipt of the application, the State Bank branch shall issue a written confirmation to the foreign credit institution or other foreign organizations engaged in banking activities, acknowledging the receipt of a complete and valid application. If the application is incomplete or invalid as per regulations, the State Bank branch shall issue a written request to the foreign credit institution or other foreign organizations engaged in banking activities to supplement the application;
b) Within 60 days from the date of issuing the written confirmation of receipt of a complete and valid application, the State Bank branch shall issue the License as per regulations. If the License is not issued, the State Bank branch shall provide a written response to the foreign credit institution or other foreign organizations engaged in banking activities, clearly stating the reasons for the refusal to issue the License.
Article 8. Payment of License issuance fees
1. Commercial banks and foreign bank branches that are granted a License must pay the License issuance fee at the State Bank (Transaction Office) or make an online payment through the National Public Service Portal within 15 days from the date of License issuance.
2. Foreign representative offices that are granted a License must pay the License issuance fee at the State Bank branch as stipulated in Clause 2, Article 5 of this Circular or make an online payment through the National Public Service Portal within 15 days from the date of License issuance.
3. The License issuance fee rates are in accordance with the provisions of the law on fees and charges.
Article 9. Conditions regarding total assets and financial status for foreign credit institutions applying for a License to establish a joint venture bank, a wholly foreign-owned bank, or a foreign bank branch in Vietnam
1. When applying for a License, a foreign credit institution that is a founding member of a joint venture bank or the owner of a wholly foreign-owned bank must meet the following conditions concerning total assets and financial status:
a) Have total assets of at least USD 10 billion at the end of the year immediately preceding the year of application submission and at the time of submitting the supplementary application;
b) Have been profitable for five consecutive years immediately preceding the year of application submission and up to the time of submitting the supplementary application.
2. When applying for a License to establish a foreign bank branch, the foreign credit institution that is the parent bank of the foreign bank branch must meet the following conditions concerning total assets and financial status:
a) Have total assets of at least USD 20 billion at the end of the year immediately preceding the year of application submission and at the time of submitting the supplementary application;
b) The condition specified in point b, clause 1 of this Article.
Article 10. Principles for application preparation
1. Documents in the application for a License must be signed by the Head of the Preparatory Committee, and documents prepared according to the Appendices issued with this Circular must be original; other documents must be certified copies, unless otherwise specified in this Circular. Documents signed by the Head of the Preparatory Committee must bear the title "Preparatory Committee for the establishment of [proposed name of the commercial bank or foreign bank branch]".
Documents in the application for establishing a foreign representative office must be signed by the legal representative of the foreign credit institution or other foreign organization engaged in banking activities, unless otherwise specified in this Circular.
2. The application for a License to establish and operate a commercial bank shall be prepared in one set in Vietnamese, unless otherwise specified in this Circular.
3. The application for a License to establish a joint venture bank, a wholly foreign-owned bank, a foreign bank branch, or a foreign representative office shall be prepared in two sets (one in Vietnamese and one in English), unless otherwise specified in this Circular, in which:
a) The English set must be legalized according to Vietnamese law, except for:
(i) Documents from competent authorities of the country where the foreign credit institution or other foreign organization engaged in banking activities is headquartered, sent directly to the State Bank;
(ii) Financial statements prepared directly in English;
b) Translations from English to Vietnamese must be certified for the translator's signature in accordance with Vietnamese law on certification, except for documents specified in point c of this clause,
c) Translations of financial statements must be verified by an authorized translation organization or individual;
d) Original Vietnamese documents (or copies made from original Vietnamese documents) prepared in Vietnam do not require translation into English.
4. In cases where copies are not certified or issued from the original register, the original must be presented for comparison; the person conducting the comparison is responsible for the accuracy of the copy against the original.
5. Each application must include a list of documents.
Article 11. Application for the License for establishment and operation of a commercial bank
1. Application for the License for establishment and operation of a commercial bank, signed by founding shareholders, owners, or founding members, in accordance with the form specified in Appendix No. 04 issued with this Circular.
2. Draft charter.
3. Proposal for the establishment of a commercial bank, including at least the following details:
a) The necessity of establishing the commercial bank;
b) The name of the commercial bank, the province/centrally affiliated city (hereinafter referred to as province) where the headquarters is to be located, operational duration, charter capital upon establishment, and scope of activities;
c) Financial capacity of the founding shareholders, capital-contributing shareholders, owners, founding members, and capital-contributing members;
d) Organizational structure and operational network of the commercial bank projected for the first three years;
dd) List of proposed personnel with detailed descriptions of their professional qualifications and experience in finance, banking, economics, business administration, law, accounting, and auditing to meet the requirements for each position, including:
(i) Chairperson, members, and independent members of the Board of Directors or Members’ Council; Chairpersons of Committees under the Board of Directors or Members’ Council;
(ii) Chairperson and members of the Supervisory Board;
(iii) General Director (Director), Deputy General Directors (Deputy Directors), Chief Accountant, and heads of units under the organizational structure;
e) Risk management policies: Identification, measurement, prevention, management, and control of credit risk, operational risk, market risk, interest rate risk in the banking book, liquidity risk, concentration risk, and other risks arising from key activities and during operations;
g) Information technology:
(i) Proposed financial investments in information technology;
(ii) Information technology systems that must meet the requirements for operational management, risk management of the commercial bank and compliance with State Bank regulations;
(iii) Ability to implement information technology, including: project timelines for technology investments; types of technology to be applied; proposed staff and their capabilities in implementing information technology; and assurance that the information system can integrate and connect with the State Bank’s management systems to provide information as required;
(iv) Documents on the information technology infrastructure supporting the operations of the commercial bank;
(v) Solutions to ensure safety and security corresponding to the types of services to be implemented; solutions for ensuring the continuity of the information technology system's operations;
(vi) Identification, measurement, and implementation of risk management plans for the technology expected to be applied in the commercial bank's activities;
(vii) Proposed allocation of responsibilities for reporting and controlling the operations of the information technology system;
h) Viability and growth potential of the bank in the market:
(i) Market analysis and assessment of the banking sector, including the current situation, challenges, and prospects;
(ii) The bank's ability to participate and compete in the market, demonstrating the bank's advantages in entering the market;
(iii) Development strategies, plans for network expansion, banking activities, types of customers, and projected customer numbers, including detailed analysis of compliance with the conditions for conditional activities;
i) Internal control system and internal audit system:
(i) Principles of operation and requirements of the internal control system;
(ii) Draft internal regulations on the organization and operations of the bank, including at least the basic internal regulations specified in Clause 2, Article 101 of the Law on Credit Institutions, as well as the following: Regulations on the organization and operations of the Board of Directors, Members’ Council, Supervisory Board, and Executives; Regulations on the organization and operations of the headquarters, branches, and other affiliated units;
(iii) Content and operational procedures of the internal audit function;
k) Proposed business plan for the first three years, including at least: Market analysis, strategies, objectives, and business plans; projected annual financial statements (balance sheet, income statement, cash flow statement, minimum capital adequacy ratio, operational efficiency indicators, and explanations of the feasibility of achieving financial targets each year).
4. Documents proving the capability of the proposed management, supervisory, and executive apparatus:
a) Curriculum vitae in accordance with the form specified in Appendix No. 07 issued with this Circular;
b) Criminal record certificate:
(i) For proposed personnel with Vietnamese nationality: A criminal record certificate issued by the judicial record authority, including full information on criminal convictions (both expunged and unexpunged records) and any restrictions on holding positions, or establishing and managing enterprises or cooperatives;
(ii) For proposed personnel without Vietnamese nationality: A criminal record certificate or an equivalent document (with full information on criminal convictions and prohibitions on holding positions, establishing, or managing enterprises and cooperatives) issued by a competent authority in Vietnam or the competent authority’s home country. If the criminal record certificate or equivalent document issued by a foreign authority does not contain information on such prohibitions, the head of the Preparatory Committee must provide an explanatory document for the absence of such information in the criminal record certificate or equivalent document. Additionally, they must commit to taking legal responsibility, ensuring that the proposed personnel are not subject to prohibitions on holding positions as stipulated in the Law on Credit Institutions;
(iii) The criminal record certificate or equivalent document specified in points b(i) and b(ii) must have been issued by the competent authority no more than 6 months prior to the submission of the application for the License;
c) Diplomas and certificates proving professional qualifications;
d) Other documents proving compliance with the conditions and standards stipulated in the Law on Credit Institutions and other relevant legal regulations;
dd) For individuals proposed to be elected as members of the Board of Directors, Members' Council, Supervisory Board, or General Director (Director) without Vietnamese nationality, in addition to the above-mentioned documents, a commitment is required to meet all conditions for residency and employment in Vietnam.
5. Minutes of the meeting of founding shareholders, founding members, or the owner's document on selecting the Preparatory Committee, the Head of the Preparatory Committee, approving the draft charter, the proposal for establishing the commercial bank, and the list of proposed management, supervisory, and executive positions, along with the selection of the Preparatory Committee and its Head.
Article 12. Application for the License for establishment and operation of a joint-stock commercial bank
1. Components of the application as stipulated in Article 11 of this Circular.
2. List of founding shareholders and the projected list of capital-contributing shareholders, in accordance with the form specified in Appendix No. 08 issued with this Circular.
3. Documents of capital-contributing shareholders:
a) For individuals:
(i) Application for share purchase for individuals, using the form specified in Appendix No. 09 issued with this Circular;
(ii) Declaration of related persons, using the form specified in Appendix No. 11 issued with this Circular;
(iii) In addition to the above documents, founding shareholders must also provide:
- Curriculum vitae in accordance with the form specified in Appendix No. 07 issued with this Circular;
- Criminal record certificate issued by the agency managing the criminal record database, containing full information on criminal convictions and prohibitions on establishing enterprises or cooperatives;
- Financial statements for the three consecutive years preceding the year of submission of the application for the License, for enterprises managed by the founding shareholder, or a certified copy of a university or postgraduate degree in finance, banking, economics, business administration, law, accounting, or auditing;
- Declaration of assets valued at 100 million VND or more, debts, and supporting documents, using the form specified in Appendix No. 12 issued with this Circular;
b) For organizations:
(i) Application for share purchase, using the form specified in Appendix No. 10 issued with this Circular;
(ii) Declaration of related persons, using the form specified in Appendix No. 11 issued with this Circular;
(iii) License for establishment or equivalent document;
(iv) Passport of the legal representative and the representative of the organization's contributed capital at the bank (for non-Vietnamese nationals);
(v) Charter of the organization;
(vi) Audited financial statements for the year preceding the year of submission of the application for the License and the most recent financial statements prior to the application date. These must be audited by an independent auditing firm on the list of qualified auditing enterprises published by a competent authority, with no qualified opinions from the auditing entity. If the audited financial statements are not yet available at the time of submission, unaudited financial statements must be submitted, with the audited statements provided immediately after issuance by the auditing organization. The organization must assume responsibility for the content of the submitted financial statements;
(vii) In addition to the aforementioned documents, founding shareholders must also provide the following:
- Curriculum vitae of the representative of the contributed capital, using the form specified in Appendix No. 07 issued with this Circular, and a criminal record certificate issued by the agency managing the criminal record database, containing complete information on convictions;
- Audited financial statements for the five consecutive years preceding the year of submission of the application for the License. These must be independently audited by an auditing enterprise on the list of qualified auditing firms published by a competent authority and must not include any qualified opinions. If the audited financial statements are not yet available at the time of submission, unaudited financial statements must be submitted, with the audited statements provided immediately after issuance by the auditing organization. The organization must assume responsibility for the content of the submitted financial statements;
- A document from the competent authority approving the capital contribution to establish the bank, applicable in cases where the organization is a state-owned enterprise;
(viii) Original Statement of financial capacity for capital contribution to establish a joint-stock commercial bank by an organization that is not a credit institution using the form specified in Appendix No. 13 issued with this Circular;
(ix) Documents proving compliance with tax and social insurance obligations: A written commitment to fulfilling all tax and social insurance obligations, using the form specified in Appendix No. 14 issued with this Circular; a confirmation letter from the tax authority regarding the organization's fulfillment of tax obligations to the state budget; a document from the social insurance authority providing information on the organization's social insurance contributions.
4. After receiving the in-principle approval document, the Preparatory Committee must submit the following additional documents:
a) Charter of the joint-stock commercial bank approved by the General Meeting of Shareholders;
b) Minutes of the first General meeting of shareholders;
c) Minutes of the meeting of the Board of Directors approving the election of the Chairperson of the Board of Directors; minutes of the Supervisory Board meeting approving the election of the Head of the Supervisory Board;
d) Resolution of the Board of Directors on the appointment of the General Director (Director), Deputy General Directors (Deputy Directors), and Chief Accountant;
dd) List of capital-contributing shareholders, using the form specified in Appendix No. 08 issued with this Circular;
e) A confirmation document from the commercial bank where the Preparatory Committee has opened a capital contribution account, certifying the capital contribution amounts of the founding shareholders;
g) Documents proving ownership or lawful use rights of the headquarters of the joint-stock commercial bank;
h) Internal regulations on the organization and operation of the joint-stock commercial bank, as specified in point i, clause 3, Article 11 of this Circular, approved by the General meeting of shareholders and the Board of Directors;
i) Report by the founding shareholder that is a domestic commercial bank on compliance with the conditions stipulated in the Law on Credit Institutions and related guiding documents from the time of submitting the application for the License until the time of submitting the additional documents;
k) Other documents related to the License issuance.
Article 13. Application for the License for establishment and operation of joint-venture banks and wholly foreign-owned banks
1. Components of the application as stipulated in Article 11 of this Circular.
2. Documents of owners or founding members that are foreign credit institutions:
2. Documents of owners or founding members that are foreign credit institutions:
a) Audited financial statements for the five consecutive years preceding the year of submission of the application for the License, with no unqualified opinions from the auditing entity.
If the audited financial statements are not yet available at the time of submission, unaudited financial statements must be submitted, with the audited statements provided immediately after issuance by the auditing organization. The organization must assume responsibility for the content of the submitted financial statements;
b) License for establishment and operation or an equivalent document;
c) A document issued by the competent authority of the country where the foreign credit institution is headquartered, providing the following information about the institution:
(i) Permitted activities in the country of its headquarters at the time of submitting the application for the License;
(ii) Compliance with banking laws and other legal regulations over the five consecutive years preceding the year of application submission and up to the time of submission;
(ii) Capital adequacy ratio and other safety ratios as prescribed in the country of its headquarters during the year preceding the year of application submission and up to the time of submission;
(iv) Compliance with risk management and provisioning regulations during the year preceding the year of application submission and up to the time of submission;
d) A document or material from an international credit rating agency providing a credit rating for the foreign credit institution within six months before the application submission date;
dd) Charter of the foreign credit institution;
e) Report on the establishment process, operations, and development orientation of the foreign credit institution up to the time of submitting the application for the License;
g) Decision on the appointment of the representative of contributed capital at the joint-venture bank or wholly foreign-owned bank by the foreign credit institution, in accordance with legal regulations, accompanied by a copy of the representative’s passport.
3. Documents of founding members of a joint-venture bank that are Vietnamese commercial banks or non-bank enterprises include the documents specified in point b, clause 3, Article 12 of this Circular, excluding the share purchase application.
4. Joint-venture agreement containing key contents as required by law, or a capital contribution agreement between the founding members of a wholly foreign-owned bank.
5. Document from the competent authority of the country where the foreign credit institution is headquartered, committing to ensure the ability to supervise all activities of the foreign bank (including operations of the joint-venture bank or wholly foreign-owned bank in Vietnam) on a consolidated basis in accordance with international practices.
6. Written commitment of the owner or founding members regarding:
a) Financial, technological, management, operational, and other support for the joint-venture bank or wholly foreign-owned bank;
b) Ensuring that the actual value of the charter capital of the joint-venture bank or wholly foreign-owned bank is maintained at no less than the statutory capital level and fully complies with the operational safety regulations of the State Bank.
7. After receiving the in-principle approval document, the Preparatory Committee must submit the following additional documents:
a) Charter of the bank approved by the Members' Council;
b) Confirmation letter from a commercial bank where the Preparatory Committee opened a capital contribution account, certifying the contributed capital amounts of the founding members;
c) Documents proving ownership or lawful use rights of the headquarters of the commercial bank;
d) Internal regulations on the organization and operation of the joint-venture bank or wholly foreign-owned bank, as stipulated in point i, clause 3, Article 11 of this Circular, approved by the Members' Council;
dd) Report from the founding member that is a domestic commercial bank on compliance with the conditions stipulated in the Law on Credit Institutions and related guiding documents from the time of submitting the application for the License to the time of submitting the additional documents;
e) Document from the competent authority of the country where the foreign credit institution is headquartered, evaluating the owner or founding member as a foreign credit institution to meet the conditions stipulated in the Law on Credit Institutions and related guiding documents, from the time of submitting the application for the License until the time of submitting additional documents;
g) In addition to the documents specified in points a, b, c, d, dd, and e of this clause, the Preparatory Committee for establishing a wholly foreign-owned bank as a single-member limited liability company must submit the following additional documents:
(i) Decision of the owner on the appointment of the Chairperson of the Members' Council, members of the Members' Council, members of the Supervisory Board, General Director (Director), Deputy General Directors (Deputy Directors), and Chief Accountant;
(ii) Minutes of the Supervisory Board meeting on the election of the Head of the Supervisory Board.
h) In addition to the documents specified in points a, b, c, d, dd, and e of clause 7 of this Article, the Preparatory Committee for establishing a joint-venture bank or a wholly foreign-owned bank as a multiple-member limited liability company must submit the following additional documents:
(i) Minutes of the first capital-contributing members’ meeting;
(ii) Minutes of the Members' Council meeting on the election of the Chairperson of the Members' Council; minutes of the Supervisory Board meeting on the election of the Head of the Supervisory Board;
(iii) Resolution of the Members' Council on the appointment of the General Director (Director), Deputy General Directors (Deputy Directors), and Chief Accountant;
i) Other documents related to the License issuance.
Article 14. Application for the License for establishment of a foreign bank branch
1. Application for the License for establishment of a foreign bank branch, signed by the legal representative of the foreign bank, using the form specified in Appendix No. 05 issued with this Circular.
2. Proposal for the establishment of a foreign bank branch, including the following main contents:
a) The necessity of establishing a foreign bank branch;
b) Name of the foreign bank branch, name of the province where the branch headquarters is to be located, scope of activities, duration of operation, and charter capital upon establishment;
c) Organizational structure and the projected list of personnel for the foreign bank branch, complying with the provisions of Articles 97 and 98 of the Law on Credit Institutions. The list must include detailed descriptions of professional qualifications, work experience, and risk management capabilities suitable for each position;
d) Risk management policies: Identification, measurement, prevention, management, and control of credit risk, operational risk, market risk, interest rate risk in the banking book, liquidity risk, concentration risk, and other risks arising from key activities and during operations;
dd) Information technology:
(i) Proposed financial investments in information technology;
(ii) The information technology system must meet the requirements for governance, risk management, and compliance with State Bank regulations;
(iii) Ability to implement information technology, including: project timelines for technology investments; types of technology to be applied; proposed staff and their capabilities in implementing information technology; and assurance that the information system can integrate and connect with the State Bank’s management systems to provide information as required;
(iv) Documentation on IT infrastructure supporting the branch's activities;
(v) Solutions to ensure safety and security corresponding to the types of services to be deployed;
(vi) Identification, measurement, and risk management plans for technologies to be applied in the foreign bank branch's operations;
(vii) Proposed allocation of responsibilities for reporting and controlling the operations of the information technology system;
e) Viability and development potential of the foreign bank branch in the market:
(i) Market analysis and assessment of the banking sector, including the current situation, challenges, and prospects;
(ii) Ability to participate and compete in the market, demonstrating the advantages of the foreign bank branch;
(iii) Development strategies, plans for network expansion, banking activities, types of customers, and projected customer numbers, Include detailed analysis of compliance with conditions for specific activities requiring condition;
g) Internal control and internal audit systems:
(i) Requirements for the internal control system;
(ii) Draft internal regulations on the organization and operation of the foreign bank branch, including basic internal regulations as stipulated in Clause 2, Article 101 of the Law on Credit Institutions and regulations on the organization and operation of the foreign bank branch;
(iii) Procedures for internal audit activities;
h) Projected business plan for the first three years, including at a minimum: market analysis, strategies, objectives, action plans to achieve these objectives, and projected financial statements for each year (balance sheet, income statement, cash flow statement, minimum capital adequacy ratio, operational efficiency indicators, and explanatory notes on achieving these financial indicators).
3. Charter of the parent bank.
4. Curriculum vitae of the proposed General Director (Director) of the foreign bank branch, in the form specified in Appendix No. 07 issued with this Circular, certified by the parent bank; criminal record certificate as specified in point b, clause 4, Article 11 of this Circular; certified copies of diplomas, certificates proving professional qualifications and competence, and documents demonstrating compliance with the conditions and standards stipulated in the Law on Credit Institutions and relevant legal regulations for the proposed General Director (Director).
5. License for establishment and operation or equivalent documents issued by the competent authority of the country where the foreign credit institution's headquarters is located for the parent bank.
6. Document from the competent authority of the country where the foreign credit institution's headquarters is located providing information about the parent bank, including:
a) Permitted scope of activities in the country where the foreign credit institution is headquartered at the time of submitting the application for the License;
b) Compliance with banking regulations and other legal requirements over the past five consecutive years prior to the year of submitting the application for the License and up to the time of submission;
c) Capital adequacy ratio and other safety ratios as stipulated by the country where the foreign credit institution is headquartered for the year preceding the submission of the application and up to the time of submission;
d) Compliance with risk management regulations and provisioning requirements for the year preceding the submission of the application and up to the time of submission.
7. Document from the competent authority of the country where the foreign credit institution's headquarters is located, committing to the ability to supervise the entire operations of the parent bank (including the operations of the foreign bank branch in Vietnam) on a consolidated basis, in line with international practices.
8. Audited financial statements of the parent bank for the five consecutive years prior to the year of submitting the application for the License.
9. Document or materials from an international credit rating agency providing the credit rating of the parent bank within six months before the submission of the application.
10. Document from the parent bank ensuring full responsibility for all obligations and commitments of the branch in Vietnam; maintaining the actual value of the allocated capital of the branch at no less than the statutory capital level and complying with operational safety regulations as stipulated in the Law on Credit Institutions.
11. Report on the establishment process, operations, and development orientation of the parent bank up to the time of submitting the application for the License.
12. Document from the parent bank, signed by its legal representative, appointing the Preparatory Committee and authorizing the Chairperson of the Preparatory Committee.
13. Document from the parent bank, signed by its legal representative, along with materials proving that the foreign bank branch currently operating in Vietnam meets the conditions stipulated in point d, clause 3, Article 29 of the Law on Credit Institutions, in cases where the parent bank applies to establish a second or subsequent foreign bank branch in Vietnam.
14. After receiving thein-principle approval document, the Preparatory Committee must submit the following additional documents:
a) Document appointing the General Director (Director) of the foreign bank branch, signed by the legal representative of the parent bank;
b) Documents proving the lawful use rights of the foreign bank branch's headquarters;
c) Internal regulations on the organization and operations of the foreign bank branch, as stipulated in point g, clause 2 of this Article, approved by the parent bank;
d) Document from the competent authority of the country where the foreign credit institution's headquarters is located, evaluating the parent bank's compliance with the conditions stipulated in the Law on Credit Institutions and related guiding documents, from the time of submitting the application for the License to the time of submitting additional documents;
e) Other documents related to the License issuance.
Article 15. Application for the License for establishment of a foreign representative office
1. Application for the License for establishment of a foreign representative office signed by the legal representative of the foreign credit institution or other foreign organizations engaged in banking activities, in the form specified in Appendix No. 06 issued with this Circular.
2. License for operation or equivalent document issued by the competent authority of the country where the foreign credit institution or other foreign organizations engaged in banking activities have their headquarters, for the foreign credit institution or foreign organization.
3. Document from the competent authority of the country where the foreign credit institution or other foreign organizations engaged in banking activities are headquartered, providing information on their compliance with legal regulations.
4. Document from the competent authority of the country where the foreign credit institution or other foreign organizations engaged in banking activities are headquartered, granting approval for the establishment of a foreign representative office in Vietnam.
5. Establishment and operation report: A report on the establishment and operational history of the foreign credit institution or other foreign organization engaged in banking activities up to the date of application submission, along with the organization's development plans in Vietnam.
6. Audited financial statements of the year preceding the application submission year, for the foreign credit institution or other foreign organizations engaged in banking activities.
7. Curriculum vitae of the proposed Head of the foreign representative office in the form specified in Appendix No. 07 issued with this Circular, certified by the foreign credit institution or other foreign organizations engaged in banking activities; criminal record certificate as specified in point b, clause 4, Article 11 of this Circular; diplomas, certificates, and documents proving the professional qualifications and competency of the proposed Head of foreign representative office in Vietnam.
8. Document proving the legal right to use or the prospective legal right to use the office premises for the foreign representative office.
Chapter III
RESPONSIBILITIES OF RELATED ORGANIZATIONS AND INDIVIDUALS
Article 16. Responsibilities of the Preparatory Committee
1. Prepare and submit the application as stipulated in this Circular.
2. After receiving thein-principle approval document, the Preparatory Committee is responsible for:
a) Organizing the first General meeting of shareholders or the first meeting of capital-contributing members to approve the contents specified in clauses 4 and 5, Article 3 of this Circular;
b) Notifying contributing shareholders, owners, capital-contributing members, and the parent bank to deposit funds into an account opened by the Preparatory Committee at a Vietnamese commercial bank.
3. Guiding contributing shareholders in fulfilling capital contributions and verifying their applications.
4. Ensuring the accuracy and completeness of the contents of the submitted applications to the State Bank.
5. Informing contributing shareholders, founding members, or the parent bank of the reasons for License rejection, in cases where the State Bank does not grant the License.
6. Defending the content of the project for establishing the commercial bank or foreign bank branch before the Appraisal council.
7. Presenting to the Appraisal council on meeting all conditions for License issuance as required by the State Bank.
Article 17. Responsibilities of the head of the Preparatory Committee
1. Convene the first General meeting of shareholders or the first meeting of founding members in accordance with legal regulations.
2. Sign documents within their authority to propose the establishment of the commercial bank or foreign bank branch until the State Bank issues the License.
Article 18. Responsibilities of organizations and individuals involved in the licensing application for commercial banks, foreign bank branches, and foreign representative offices
Organizations and individuals involved in the licensing application for commercial banks, foreign bank branches, and foreign representative offices must provide complete, accurate, and timely information as requested by the State Bank and the Preparatory Committee, as stipulated in this Circular, and shall bear legal responsibility for the information provided.
Article 19. Notification of License information, legal representative information for commercial banks, General Director (Director) information for foreign bank branches, and Head of foreign representative office information for foreign representative offices to the business registration authority
Within five working days from the date of License issuance by the State Bank, the State Bank (the focal unit processing the licensing application) or the State Bank branch with jurisdiction as specified in Article 5 of this Circular must notify in writing, accompanied by the License, the information about the legal representative of the commercial bank, the General Director (Director) of the foreign bank branch, and the chief representative of the foreign representative office to the province-level business registration authority where the commercial bank, foreign bank branch, or foreign representative office is headquartered, for updating in the national business registration information system.
Article 20. Coordination in License issuance
1. After receiving confirmation that the application is complete and valid, the State Bank shall send written requests for opinions to:
a) The People’s Committee of the province where the headquarters of the commercial bank or the foreign bank branch are proposed to be located, regarding the location of their headquarters;
b) The Ministry of Public Security regarding the list of personnel proposed for election or appointment as members of the Board of Directors, the Members' Council, the Supervisory Board, and the General Director (Director) of the commercial bank, as well as the General Director (Director) of the foreign bank branch;
c) Relevant organizations and agencies (if necessary).
2. The State Bank of Vietnam shall review and issue an in-principle approval for the establishment of the commercial bank or foreign bank branch based on the opinions of the relevant agencies.
Article 21. Appraisal council
1. The Appraisal council for licensing applications for the establishment and operation of commercial banks or the establishment of foreign bank branches (referred to as the Appraisal council) is established by decision of the Governor of the State Bank. The council comprises the Governor or a Deputy Governor (authorized by the Governor) as the Chairperson and members who are heads of certain units within the State Bank. The Appraisal council operates under regulations issued by the Governor.
2. Duties of the Appraisal council: Evaluate licensing applications for the establishment and operation of commercial banks and the establishment of foreign bank branches. During the appraisal process, the Appraisal council conducts direct interviews to assess the professional qualifications and banking knowledge of individuals proposed for governance and executive positions at commercial banks, as well as the proposed General Directors (directors) of foreign bank branches; evaluate the reasonableness and feasibility of each component of the proposals for establishing commercial banks or foreign bank branches.
Article 22. Responsibilities of the focal credit unit handling licensing applications
1. Act as the focal point for receiving and appraising licensing applications for the establishment and operation of commercial banks or the establishment of foreign bank branches:
a) For the application for the issuance of a License for the establishment and operation of a commercial bank, and the application for a License for the establishment of a foreign bank branch prior to in-principle approval:
(i) The focal unit appraises the completeness and validity of the application and submits a report to the Governor of the State Bank, either confirming the application as complete and valid or requesting additional documents from the Preparatory Committee;
(ii) Appraise the application and send a written request for appraisal, along with the application, to members of the Appraisal council for their review. The request must detail the appraisal findings and propose opinions regarding the issuance of the License;
(iii) Consolidate feedback from members of the Appraisal council and arrange for the Chairperson of the Appraisal council to convene a meeting to review the licensing application;
(iv) Based on the minutes of the Appraisal council meeting, submit a report to the Governor of the State Bank to issue a written response to the Preparatory Committee regarding the in-principle approval or non-approval, with reasons clearly stated.
The in-principle approval document includes: Approval in principle for the establishment of a commercial bank or foreign bank branch; approval of the proposed personnel list for the commercial bank or foreign bank branch; approval of the organizational structure, governance, internal control, and internal audit of the foreign bank branch;
b) For supplementary documents submitted after in-principle approval:
Upon receiving supplementary documents, the focal unit must appraise them and submit a report to the Governor of the State Bank to issue a decision granting the License for the establishment of the commercial bank or foreign bank branch if the application is complete, valid, and meets all regulatory requirements. If the conditions are not met, issue a written response denying the License, with reasons clearly stated.
2. Issue a written notification to the province-level business registration authority where the commercial bank or foreign bank branch is headquartered, as stipulated in Article 19 of this Circular.
3. Be responsible for managing and storing the licensing applications after the issuance of the License.
4. Address issues arising during the implementation of this Circular.
5. Monitor the compliance of commercial banks and foreign bank branches with the establishment proposals after their commencement of operations.
Article 23. Responsibilities of other units within the State Bank
1. State Bank branches:
a) Within 30 days of receiving a request from the focal unit processing licensing applications as stipulated in Clause 7, Article 3 of this Circular, the State Bank branch in the location where the commercial bank or foreign bank branch is proposed to be headquartered must appraise the application and send a written report to the focal unit;
b) Act as the primary unit for directly inspecting, guiding, and supervising commercial banks and foreign bank branches to ensure compliance with the regulatory requirements of the State Bank before commencing operations;
c) Suspend the commencement of operations of commercial banks or foreign bank branches if they fail to meet the conditions for operational launch;
d) Report to the Governor of the State Bank on the conditions and progress of operational launches of commercial banks or foreign bank branches;
dd) Receive and appraise applications as prescribed in Article 15 of this Circular;
e) Issue written requests for opinions from the province-level People’s Committee where the foreign representative office is proposed to be headquartered regarding the proposed office location when processing applications for establishing foreign representative offices under Clause 2, Article 5 of this Circular;
g) Be responsible for managing and storing licensing applications after License issuance;
h) Notify the Ministry of Public Security (Economic Security Department) about the personnel appointed as heads of foreign representative offices after License issuance;
i) Issue a written notification to the province-level business registration authority where the foreign representative office is headquartered, as stipulated in Article 19 of this Circular;
k) Guide foreign representative offices on paying License fees.
2. Other units within the State Bank involved must coordinate in licensing procedures as required.
Chapter IV
IMPLEMENTATION
Article 24. Entry into force
This Circular comes into force as of December 24, 2024.
Article 25. Implementation
The heads of units under the State Bank, commercial banks, foreign bank branches, foreign representative offices, and relevant organizations and individuals are responsible for implementing this Circular./.
|
PP. GOVERNOR |
APPENDIX 01
FORM OF LICENSE FOR ESTABLISHMENT AND OPERATION OF COMMERCIAL BANKS
(Enclosed with Circular No. 56/2024/TT-NHNN dated December 24, 2024 of the Governor of the State Bank on the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
|
STATE BANK OF VIETNAM |
SOCIALIST REPUBLIC OF VIETNAM |
|
No. /GP-NHNN |
Hanoi, ………[date] |
LICENSE
FOR ESTABLISHMENT AND OPERATION OF A BANK (type…)
GOVERNOR OF THE STATE BANK OF VIETNAM
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 Decree No. 102/2022/ND-CP dated December 12, 2022 of the Government on the functions, duties, powers, and organizational structure of the State Bank of Vietnam;
Pursuant to Decree No. 162/ND-CP dated December 20, 2024 of the Government on conditions for licensing people's credit funds, microfinance institutions, and conditions for owners of credit institutions being single-member limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated... 2024, of the Governor of the State Bank on applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices;
Based on the application for the issuance of a License for the establishment and operation of (commercial bank, joint-venture bank, wholly foreign-owned bank) ......... and the attached application;
Based on the minutes of the meeting of the Appraisal council on the application for the establishment and operation License of Bank ..... dated....;
At the proposal of the head of the focal unit processing the licensing application.
HEREBY DECIDES:
Article 1. Approval for establishment of (commercial bank, joint-venture bank, wholly foreign-owned bank) ......................
1. Bank name:
- Full name in Vietnamese: ...................;
- Full name in English: ...................;
- Trade name (or abbreviation): .......
2. Head office address: .....................
Article 2. The charter capital of the Bank ........... is .......... (in words: ...........)
Article 3. The operating term of the Bank ............... is ........... years.
Article 4. Scope of activities
The Bank ......... is authorized to conduct activities as prescribed for commercial banks under the laws and regulations of the State Bank, including the following activities:
1. Accepting demand deposits, term deposits, savings deposits, and other types of deposits.
2. Issuing certificates of deposit.
3. Extending credit in the following forms:
a) Lending;
b) Discounting and rediscounting;
c) Bank guarantees;
d) Issuing credit cards;
dd) Domestic factoring and international factoring for banks authorized for international payment activities;
e) Letters of credit;
g) Other credit-granting forms as prescribed by the State Bank (licensed only if provided by law).
4. Opening payment accounts for customers.
5. Providing payment instruments.
6. Providing payment services through accounts as follows:
a) Domestic payment services, including checks, payment orders, payment authorizations, collections, collection authorizations, transfers, bank cards, collection services, and disbursement services;
b) International payment services and other payment services as prescribed by the State Bank (licensed only if provided by law).
7. Borrowing from the State Bank in the form of refinancing.
8. Buying and selling valuable papers with the State Bank.
9. Lending, borrowing, depositing, receiving deposits, and buying or selling valuable papers with credit institutions and foreign bank branches under the regulations of the State Bank.
10. Borrowing from abroad as prescribed by law.
11. Opening payment accounts at the State Bank.
12. Opening payment accounts at credit institutions providing payment services through accounts.
13. Opening payment accounts abroad as per the laws on foreign exchange.
14. Organizing internal payments and participating in the national interbank payment system.
15. Participating in international payment systems.
16. Contributing capital and purchasing shares as prescribed by law and guidelines of the State Bank.
17. Trading and providing foreign exchange services and products for customers domestically and internationally within the scope prescribed by the State Bank.
18. Trading and providing derivative services and products related to interest rates, foreign exchange, currency, and other financial assets for domestic and international customers (licensed only if provided by law).
19. Entrusting, receiving entrustments, and acting as an agent in banking activities, including payment agency as prescribed by the State Bank.
20. Acting as an insurance agent under the provisions of the laws on insurance business, consistent with the scope of agency activities prescribed by the State Bank.
21. Other business activities
a) Cash management services; treasury services for credit institutions and foreign bank branches; asset safeguarding services, safe deposit box rentals;
b) Provision of money transfer services, collection, and disbursement services, and other payment services not conducted through accounts;
c) Trading of State Bank of Vietnam treasury bills, corporate bonds; trading of government debt instruments, government-guaranteed bonds, local government bonds, and other valuable papers;
d) Monetary brokerage services;
dd) Gold trading;
e) Other services related to factoring and letters of credit;
g) Advisory services on banking operations and other business activities as specified in the License;
h) Issuance of bonds;
i) Securities custody;
k) Supervisory banking operations;
l) Agency services for managing secured assets on behalf of lenders such as international financial organizations, foreign credit institutions, credit institutions, and foreign bank branches.
22. Provision of derivative products related to commodity prices.
23. Investment in government bond futures contracts.
24. Provision of securities clearing and settlement services.
25. Other business activities related to banking operations (licensed only if provided by law).
Article 5. During its operation, the Bank .......... must comply with the laws of Vietnam.
Article 6. This License takes effect as of the date of signing.
Article 7. The License for establishment and operation of the Bank ......... is issued in five (05) original copies: one (01) copy for the Bank .........; ; one (01) copy for the province-level business registration authority; and three (03) copies retained at the State Bank (one copy at the Office of the State Bank, one copy at the State Bank branch in .............., and one copy in the License issuance file for the establishment and operation of the Bank .............).
|
GOVERNOR |
APPENDIX 02
FORM OF LICENSE FOR ESTABLISHMENT OF A FOREIGN BANK BRANCH
(Enclosed with Circular No. 56/2024/TT-NHNN dated December 24, 2024 of by the Governor of the State Bank on the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and representative offices)
|
STATE BANK OF VIETNAM |
SOCIALIST REPUBLIC OF VIETNAM |
|
No. /GP-NHNN |
Hanoi, ………[date] |
LICENSE
FOR ESTABLISHMENT OF A FOREIGN BANK BRANCH
GOVERNOR OF THE STATE BANK OF VIETNAM
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 Decree No. 102/2022/ND-CP dated December 12, 2022 of the Government on the functions, duties, powers, and organizational structure of the State Bank of Vietnam;
Pursuant to Decree No. 162/ND-CP dated December 20, 2024 of the Government on conditions for licensing people's credit funds, microfinance institutions, and conditions for owners of credit institutions being single-member limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated ... 2024 of the Governor of the State Bank on the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and representative offices in Vietnam;
Based on the application for a License to establish a foreign bank branch submitted by Bank .................. and accompanying documentation;
Based on the Minutes of the meeting of the Appraisal council for application for the establishment of a foreign bank branch of Bank ......... dated ....;
At the proposal of the head of the focal unit processing the licensing application.
HEREBY DECIDES:
Article 1. Approval is granted to Bank ............., nationality ............, with headquarters at ..........., to establish a branch in ............., Socialist Republic of Vietnam, as follows:
1. Branch name:
- Full name in Vietnamese: ...............;
- Full name in English: .................;
- Trade name (or abbreviation): ................
2. Head office address: ........................................
Article 2. The allocated capital of Bank ... - Branch .... is ......... (in words: ........ ).
Article 3. The operating duration of Bank ... - Branch ........... is ..... years.
Article 4. Business activities
Bank ..... - Branch .... is authorized to perform commercial banking activities as prescribed by the laws of Vietnam and regulations of the State Bank, including the following activities:
1. Accepting demand deposits, term deposits, savings deposits, and other types of deposits.
2. Issuing certificates of deposit.
3. Extending credit in the following forms:
a) Lending;
b) Discounting and rediscounting;
c) Bank guarantees;
d) Issuing credit cards;
dd) Domestic factoring and international factoring for banks authorized for international payment activities;
e) Letters of credit;
g) Other credit-granting forms as prescribed by the State Bank (Licensed only if provided by law).
4. Opening payment accounts for customers.
5. Providing payment instruments.
6. Providing payment services through accounts as follows:
a) Domestic payment services, including checks, payment orders, payment authorizations, collections, collection authorizations, transfers, bank cards, collection services, and disbursement services;
b) International payment services and other payment services as prescribed by the State Bank (Licensed only if provided by law).
7. Borrowing from the State Bank in the form of refinancing.
8. Buying and selling valuable papers with the State Bank.
9. Lending, borrowing, depositing, receiving deposits, and buying or selling valuable papers with credit institutions and foreign bank branches under the regulations of the State Bank.
10. Borrowing from abroad as prescribed by law.
11. Opening payment accounts at the State Bank.
12. Opening payment accounts at credit institutions providing payment services through accounts.
13. Opening payment accounts abroad as per the laws on foreign exchange.
14. Organizing internal payments and participating in the national interbank payment system.
15. Participating in international payment systems.
16. Trading and providing foreign exchange services and products for customers domestically and internationally within the scope prescribed by the State Bank.
17. Trading and providing derivative services and products related to interest rates, foreign exchange, currency, and other financial assets for domestic and international customers (Licensed only if provided by law).
18. Entrusting, receiving entrustments, and acting as an agent in banking activities, including payment agency as prescribed by the State Bank.
19. Acting as an insurance agent under the provisions of the laws on insurance business, consistent with the scope of agency activities prescribed by the State Bank.
20. Other business activities
a) Cash management services; treasury services for credit institutions and foreign bank branches; asset safekeeping services; safe deposit box rental;
b) Provision of money transfer services, collection, and disbursement services, and other payment services not conducted through accounts;
c) Trading of State Bank of Vietnam treasury bills, corporate bonds; trading of government debt instruments, government-guaranteed bonds, local government bonds, and other valuable papers;
d) Monetary brokerage services;
dd) Gold trading;
e) Other services related to factoring and letters of credit;
g) Advisory services on banking operations and other business activities as specified in the License;
h) Issuance of bonds;
i) Securities custody;
k) Supervisory banking operations;
l) Agency services for managing secured assets on behalf of lenders such as international financial organizations, foreign credit institutions, credit institutions, and foreign bank branches.
21. Provision of derivative products related to commodity prices.
22. Investment in government bond futures contracts.
23. Provision of securities clearing and settlement services.
24. Other business activities related to banking operations (licensed only if provided by law).
Article 5. During its operation, the Bank ........ - Branch .... must comply with the laws of Vietnam.
Article 6. This License takes effect as of the date of signing.
Article 7. This License for the establishment of Bank ... - Branch .... is issued in five (05) original copies: one (01) copy for Bank ... - Branch ....; one (01) copy for the Provincial Business Registration Office; and three (03) copies retained by the State Bank (one copy at the Office of the State Bank, one copy at the Provincial Branch of the State Bank, and one copy in the licensing records of Bank ... - Branch ....
|
GOVERNOR |
APPENDIX 03
FORM OF LICENSE FOR ESTABLISHMENT OF A FOREIGN REPRESENTATIVE OFFICE
(Enclosed with Circular No. 56/2024/TT-NHNN dated December 24, 2024 of by the Governor of the State Bank on the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and representative offices)
|
STATE BANK OF VIETNAM |
THE SOCIALIST REPUBLIC OF VIETNAM |
|
No. ……/GP-….. |
[Location]......., [date].................. |
LICENSE
FOR ESTABLISHMENT OF A FOREIGN REPRESENTATIVE OFFICE
DIRECTOR OF THE STATE BANK BRANCH ....
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 Decree No. 102/2022/ND-CP dated December 12, 2022 of the Government on the functions, duties, powers, and organizational structure of the State Bank of Vietnam;
Pursuant to Decree No. 162/ND-CP dated December 20, 2024 of the Government on conditions for licensing people's credit funds, microfinance institutions, and conditions for owners of credit institutions being single-member limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated... 2024, of the Governor of the State Bank on applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices;
Based on the application for a License to establish a foreign representative office of... (name of foreign credit institution or other foreign organization engaged in banking activities) and accompanying dossiers,
HEREBY DECIDES:
Article 1. Approval is granted to ... (name of foreign credit institution or other foreign organization engaged in banking activities), nationality ..., with headquarters located in ... (city, country), to establish a foreign representative office in ... (province), Vietnam, as follows:
1. Name of the foreign representative office:
- Full name in Vietnamese:
- Full name in English:
2. Address of the foreign representative office:
Article 2. Duration of operation:
Article 3. Activities permitted:
Activities include ... (list of proposed and approved activities corresponding to the provisions of Article 133 of the Law on Credit Institutions).
Article 4. During its operation, the foreign representative office of ... (name of foreign credit institution or other foreign organization engaged in banking activities) (province’s name) must comply with the laws of Vietnam.
Article 5. This License takes effect as of the date of signing.
Article 6. The License for establishment of the foreign representative office of ... (name of foreign credit institution or other foreign organization engaged in banking activities) in ... (province’s name) is issued in five (05) original copies: one (01) copy for ... (name of foreign credit institution or other foreign organization engaged in banking activities); one (01) copy for the Provincial Business Registration Office; and three (03) copies retained by the State Bank branch ....
|
DIRECTOR |
APPENDIX 04
FORM OF APPLICATION FOR A LICENSE FOR ESTABLISHMENT AND OPERATION OF A COMMERCIAL BANK
(Enclosed with Circular No. 56/2024/TT-NHNN dated December 24, 2024 of the Governor of the State Bank on the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------
APPLICATION FOR A LICENSE
FOR ESTABLISHMENT AND OPERATION OF A BANK
To: The Governor of the State Bank
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 Decree No. 162/ND-CP dated December 20, 2024 of the Government on conditions for licensing people's credit funds, microfinance institutions, and conditions for owners of credit institutions being single-member limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated... 2024, of the Governor of the State Bank on applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices;
Pursuant to the Minutes of the meeting of founding shareholders, founding members, or the document of the owner bank ... (for wholly foreign-owned banks being single-member limited liability companies) dated ... regarding the establishment of Bank...;
We, the founding shareholders, founding members of Bank ..., on behalf of contributing shareholders (members) or the owner bank ..., respectfully request the Governor of the State Bank to consider and issue a License for the establishment and operation of the commercial bank with the following details:
1. Name of the Bank:
- Full name in Vietnamese:
- Full name in English:
2. Province or city where the head office is proposed to be located:
3. Scope of activities:
4. Duration of operation:
5. Charter capital: ...VND (in words...), in which the shareholding ratio of founding shareholders (members) is as follows:
|
No. |
Name of organization/individual |
License No./business registration No./ID card No./citizen identification No./personal identification No./Passport No. |
Phone number |
Capital contribution value |
Capital contribution ratio |
|
1 |
Company A |
|
|
|
|
|
2 |
Nguyen Van B |
|
|
|
|
|
3 |
|
|
|
|
|
6. List of individuals proposed for election or appointment as members of the Board of Directors, Members’ Council, Supervisory Board, and General Director (Director) of the commercial bank, including their full names and proposed positions.)
We hereby commit to:
- Take full responsibility under the law for the accuracy and truthfulness of the contents of this application and the submitted licensing application.
- Register the opening day and disclose information in compliance with legal regulations.
- Ensure that the founding shareholders, owners, founding members, and strategic shareholders are not simultaneously founding shareholders, owners, founding members, or strategic shareholders of other Vietnamese credit institutions.
- Strictly comply with the laws of Vietnam, regulations of the State Bank, and the Bank’s Charter.
|
|
[Location]......., [date].................. ;
|
Founding shareholders, founding members, owners of the Bank …
(Individual founding shareholders shall sign and fully state their names; founding shareholders, founding members, and owners being organizations shall sign, affix their seal, and state the full name of their legal representative.)
APPENDIX 05
FORM OF APPLICATION FOR LICENSE FOR ESTABLISHMENT OF A FOREIGN BANK BRANCH
(Enclosed with Circular No. 56/2024/TT-NHNN dated December 24, 2024 of by the Governor of the State Bank on the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and representative offices)
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
---------------
APPLICATION FOR A LICENSE
FOR ESTABLISHMENT OF A FOREIGN BANK BRANCH
To: The Governor of the State Bank
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 Decree No. 162/ND-CP dated December 20, 2024 of the Government on conditions for licensing people's credit funds, microfinance institutions, and conditions for owners of credit institutions being single-member limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated... 2024, of the Governor of the State Bank on applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices;
The Bank ..., hereby requests the Governor of the State Bank to consider issuing a License for the establishment and operation of a foreign bank branch with the following details:
1. Name of the foreign bank branch:
- Full name in Vietnamese
- Full name in English
2. Province/City where the branch's headquarters is expected to be located:
3. Scope of activities:
4. Duration of operation:
5. Allocated capital:
6. Proposed list of candidates for appointment as General Director (Director) of the foreign bank branch:
7. The proposed organizational structure and executive management of the foreign bank branch.
The Bank … hereby commit:
- The accuracy and truthfulness of the contents in the application and supporting documents for the license.
- After being granted the License for establishing a foreign bank branch, we will register the branch's opening date and disclose information as prescribed by law.
- Comply fully with legal regulations and those of the State Bank; we accept full legal responsibility for any violations.
|
|
[Location]......., [date]..................…;
|
Legal representative of the foreign bank
(Signature, seal, and full name)
APPENDIX 06
FORM OF APPLICATION FOR LICENSE FOR ESTABLISHMENT OF A FOREIGN REPRESENTATIVE OFFICE
(Enclosed with Circular No. 56/2024/TT-NHNN dated December 24, 2024 of by the Governor of the State Bank on the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and representative offices)
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
---------------
APPLICATION FOR A LICENSE
FOR ESTABLISHMENT OF A FOREIGN REPRESENTATIVE OFFICE
To: Director of the State Bank Branch of ...
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 Decree No. 162/ND-CP dated December 20, 2024 of the Government on conditions for licensing people's credit funds, microfinance institutions, and conditions for owners of credit institutions being single-member limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated... 2024, of the Governor of the State Bank on applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices;
We, the foreign credit institution or other foreign organization engaged in banking activities (name), hereby request the Director of the State Bank Branch of ... to consider granting the License for establishing a foreign representative office for (name of the foreign credit institution or other foreign organization engaged in banking activities) with the following details:
1. Name of the foreign representative office:
- Full name in Vietnamese
- Full name in English
2. Proposed location of the representative office's headquarters:
3. Scope of activities:
4. Duration of operation:
5. Proposed list for appointment of the head of the foreign representative office (full name and position):
We, the foreign credit institution or other foreign organization engaged in banking activities (name), hereby commit:
- The accuracy and truthfulness of the contents in the application and supporting documents for the license.
- To register the opening date and disclose information following legal provisions after being granted the License.
- To comply strictly with the provisions of the law and the regulations of the State Bank. In case of violations, we accept responsibility before the law.
|
|
[Location]......., [date].................. ;
|
Legal representative of the foreign credit institution or other foreign organization engaged in banking activities
(Signature, seal, and full name)
APPENDIX 07
FORM OF SELF-DECLARED CURRICULUM VITAE
(Issued together with Circular No. 56/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank regulating the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
---------------
CURRICULUM VITAE
|
1. Personal information - Full name: - Date of birth: - Place of birth: |
Passport photo (4x6 cm)
|
- Personal identification number; current residence (if different from registered permanent residence) (for Vietnamese nationals):
- Passport number, issue date, issuing place; nationality (original nationality and current nationality); current address (for non-Vietnamese nationals):
- Name and address of the legal entity represented (if acting as a representative of a legal entity):
2. Educational background
Name of institution; city and country where institution is headquartered; course name; study period; qualification (list degrees and relevant training programs that meet the standards and conditions of the nominated or appointed position).
3. Educational background:
- Employment history, profession, and positions held (from age 18 to the present), including key roles and locations.
- Current positions held at the bank and other organizations.
- Work unit; position; main responsibilities (list work units and titles held at these units, ensuring continuity over time).
- Awards and disciplinary actions (if any).
4. Proposed shareholding or capital contribution (if the shareholder is an individual) or anticipated authorization for nominee shares (if acting as a representative of a legal entity).
5. Relationships (for founding shareholders, those proposed for election or appointment as managers, executives, or other significant positions at a commercial bank): Declare relationships with related persons under Clause 24, Article 4, and Clause 3, Article 69 of the Law on Credit Institutions.
6. State information regarding prohibitions on holding positions, establishing, or managing enterprises or cooperatives (if the criminal record certificate or equivalent document issued by a competent foreign authority lacks or cannot provide this information);
7. I, ____________________, hereby confirm that all the information declared above is truthful.
I will take full responsibility for any incorrect information contained in this declaration.
|
|
[Location]......., [date].................. ; |
Notes: The signature must be notarized according to legal regulations.
APPENDIX 08
LIST OF CAPITAL CONTRIBUTING SHAREHOLDERS
FOR THE ESTABLISHMENT OF A JOINT-STOCK COMMERCIAL BANK
(Issued together with Circular No. 56/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank regulating the dossier and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
LIST OF CAPITAL CONTRIBUTING SHAREHOLDERS FOR THE ESTABLISHMENT OF BANK...
|
No. |
Information on organizations/individuals |
Phone number |
Capital contribution value |
Number of shares |
Type of shares |
Capital contribution ratio |
|
I. Founding shareholders: |
||||||
|
Organizations |
||||||
|
1 |
Company A |
|
|
|
. |
|
|
2 |
|
|
|
|
|
|
|
Individuals |
||||||
|
3 |
Nguyen Van A |
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
II. Other capital contribution shareholders: |
||||||
|
Organizations |
||||||
|
5 |
Company B |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
Individuals |
||||||
|
7 |
Nguyen Van B |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
Head of the Preparatory Committee
|
INSTRUCTIONS FOR DECLARATION
1. Information on organizations includes:
a) Organization details:
- Name of the organization:
- Address of the headquarters:
- Establishment License number or business registration number or equivalent document, issuing authority, and issuance date:
b) Information on the capital contribution representative:
- Full name:
- Date of birth:
- Personal identification number; current residence (if different from registered permanent residence) (for Vietnamese nationals):
- Passport number, issue date, issuing place; nationality (original nationality and current nationality); current address (for non-Vietnamese nationals):
2. Information on individuals includes:
- Full name:
- Date of birth:
- Personal identification number; current residence (if different from registered permanent residence) (for Vietnamese nationals):
- Passport number, issue date, issuing place; nationality (original nationality and current nationality); current address (for non-Vietnamese nationals):
APPENDIX 09
FORM OF SHARE PURCHASE APPLICATION FOR INDIVIDUALS
(Issued together with Circular No. 56/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank regulating the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------
[Location]......., [date]..................
SHARE PURCHASE APPLICATION
To: Preparatory Committee for the establishment of Bank...
1. Individual applying to purchase shares:
- Full name (official and complete name, written in uppercase):
- Date of birth:
- Personal identification number; current residence (if different from registered permanent residence) (for Vietnamese nationals):
- Passport number, issue date, issuing place; nationality (original nationality and current nationality); current address (for non-Vietnamese nationals):
- Current workplace and position:
- Phone number:
2. Details of share purchase registration:
- Number of shares to be purchased, type of shares, value, and ownership percentage compared to charter capital:
- Payment deadline:
3. Capital contribution and share purchase status at other organizations:
- Names of credit institutions and enterprises in which the individual holds capital contributions:
- Amount of contributed capital and percentage relative to the charter capital of those credit institutions and enterprises:
4. Commitments:
After reviewing the Charter of the Bank and relevant legal regulations, I hereby commit to:
a) purchase the full number of shares and contribute funds within the registered timeframe;
b) not use borrowed or mobilized funds from other organizations or individuals to contribute capital, nor contribute capital under the name of another individual or legal entity in any form; take full legal responsibility for the legitimacy of the contributed capital for establishing the bank;
c) comply with the Bank's Charter, internal regulations of the bank, and relevant legal regulations;
d) take full responsibility for the truthfulness and accuracy of the documents submitted (if any).
|
|
Share purchaser |
APPENDIX 10
FORM OF SHARE PURCHASE APPLICATION FOR ORGANIZATIONS
(Issued together with Circular No. 56/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank regulating the applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
---------------
[Location]......., [date]..................
SHARE PURCHASE APPLICATION
To: Preparatory Committee for the establishment of Bank...
1. Organization applying to purchase shares:
- Name of organization (complete and official name, written in uppercase):
- Establishment Decision No. or Business Registration No., issuing authority, date of issuance:
- Charter capital:
- Head office address:
- Phone number: Fax number (if applicable):
2. Legal representative:
- Full name:
- Date of birth:
- Current position held at the organization:
- Personal identification number; current residence (if different from registered permanent residence) (for Vietnamese nationals):
- Passport number, issue date, issuing place; nationality (original nationality and current nationality); current address (for non-Vietnamese nationals):
3. Authorized representative at the joint-stock commercial bank:
- Full name:
- Date of birth:
- Current workplace and position:
- Relationship with the organization (if not employed by the organization):
- Personal identification number; current residence (if different from registered permanent residence) (for Vietnamese nationals):
- Passport number, issue date, issuing place; nationality (original nationality and current nationality); current address (for non-Vietnamese nationals):
4. Details of share purchase registration:
- Number of shares to be purchased, type of shares, value, and ownership percentage compared to charter capital:
- Payment deadline:
5. Capital contribution and share purchase status at other organizations:
- Names of credit institutions and enterprises in which the organization holds capital contributions:
- Amount of contributed capital and percentage relative to the charter capital of those credit institutions and enterprises:
6. Commitments:
After reviewing the Charter of the Bank and relevant legal regulations, we hereby commit to:
a) purchase the full number of shares and contribute funds within the registered timeframe;
b) not use borrowed or mobilized funds from other organizations or individuals, nor use funds raised from issuing corporate bonds to contribute capital; not contribute capital under the name of another individual or legal entity in any form; take full legal responsibility for the legitimacy of the contributed capital for establishing the bank;
c) not have been convicted of offenses under the Criminal Code within two (02) years prior to the application submission date.
d) comply with the Bank's Charter, internal regulations of the bank, and relevant legal regulations;
dd) take full responsibility for the truthfulness and accuracy of the documents submitted (if any).
|
|
Legal representative of the organization |
APPENDIX 11
DECLARATION FORM OF RELATED PERSONS AND CAPITAL CONTRIBUTION STATUS FOR BANK ESTABLISHMENT
(Issued together with Circular No. 56/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank regulating the dossier and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
---------------
DECLARATION FORM OF RELATED PERSONS
To: The State Bank of Vietnam
|
No. |
Declarant (organization, individual contributing capital for bank establishment) and “related persons” |
Relationship with the declarant |
Participated in bank establishment |
Capital contribution/equity ratio upon the establishment of the joint-stock commercial bank... |
|
|
Bank name |
Ownership ratio to bank’s charter capital (%) |
|
|||
|
(1) |
(2) |
(3) |
(4) |
(5) |
(6) |
|
1. |
Nguyen Van A |
Declarant |
|
|
|
|
2. |
Nguyen Thi B |
Wife |
|
|
|
|
3. |
Company X |
Company chaired/directed by Mr. A |
|
|
|
|
... |
|
|
|
|
|
|
Total |
|
|
|
% (details by bank) |
% |
I hereby certify that the information provided in the above declaration is truthful. Should there be any dishonesty, I take full responsibility before the law.
|
|
Declarant (7) |
INSTRUCTIONS FOR DECLARATION
1. For column (2): Declare all relationships classified as “related persons” as defined in Clause 24, Article 4, and Clause 3, Article 69 of the 2024 Law on Credit Institutions.
2. For column (3): Clearly state the relationship with the declarant.
3. For column (4): Clearly list the names of banks in which capital contributions have been made.
4. For column (7): For legal entities, the declarant’s representative must sign and affix the organization’s seal; for individuals, the signature must be certified as per legal regulations.
5. The declarant must fully and truthfully provide the required information and shall bear responsibility before the law and the credit institution/foreign bank branch for the accuracy and completeness of the submitted documents. In cases where no related persons exist, indicate “None.” If related persons have passed away, indicate “Deceased.”
APPENDIX 12
ASSET AND INCOME DECLARATION FORM FOR FOUNDING SHAREHOLDERS BEING INDIVIDUALS OF JOINT-STOCK COMMERCIAL BANKS
(Issued together with Circular No. 56/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank regulating the dossier and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------
ASSET DECLARATION FORM
To: The State Bank of Vietnam
- Full name of declarant: ………………………………………
- Date of birth: …………………………………………………….
- Personal identification number or passport number; current address (if different from the registered permanent residence):
- Organization/unit of work or workplace: ………………………………………
|
T |
Type of asset |
Description of asset |
|
1 |
Houses, buildings |
- Quantity: ...... units 1.1. House No. 1: + Type: ……… + Land area: ……… m² + Built-up area: ……… m² + Usable area: ……… m² + Address: …................................................................. (Attach certified copies of ownership documents in accordance with the law) + Market value of house and land: 1.2. House No. 2: + Type: ……… + Land area: ……… m² + Built-up area: ……… m² + Usable area: ……… m² + Address: …................................................................. (Attach certified copies of ownership documents in accordance with the law) + Market value of house and land: ………………… 1.3. House No. …: |
|
2 |
Land use rights |
- Quantity: ...... plots 2.1. Plot No. 1: + Type of land: ……… + Area: ……… m² + Address: ……………………… (Attach certified copies of land use rights certificates in accordance with the law) + Market value of the plot: ……… 2.2. Plot No. 2: + Type of land: ……… + Area: ……… m² + Address: ……………………… (Attach certified copies of land use rights certificates in accordance with the law) + Market value of the plot: ……… 2.3. Plot No. …. ; |
|
3 |
Overseas assets |
- Movable assets: (Attach certified copies of relevant documents) + Name: ………………………………….. + Quantity: ……………………….. + Market value: ………….. - Immovable assets: ………………………….. (Attach certified copies of relevant documents) + Name: ……………………………….. + Address: ……………………………. + Market value: ………………… |
|
4 |
Overseas assets |
(Attach certified copies of relevant documents) - Bank holding the account: ……………………. Account balance at the time of declaration: ……………….. |
|
5 |
Vehicles (motorcycles, cars, boats) valued at 100 million VND or more |
(Attach certified copies of registration documents issued by the authorities) - Type and brand: …………………………… - Quantity: ……………………………. - Total market value: ………………………… |
|
6 |
Precious metals, gemstones valued at 100 million VND or more |
(Attach certified copies of relevant documents, if any) - Total estimated value: ………………………… |
|
7 |
Cash, savings accounts, shares, bonds, and other negotiable instruments valued at 100 million VND or more |
Cash: Total value: …………………………… |
|
Bank deposits (accounts, savings books, credit books, etc.): (Attach certified copies from the bank) Total value: …………………………… Shares: (Attach certified copies from the issuing company or securities company) Total par value: …………………………… Total market value (Stock Exchange, OTC): ………………….. |
||
|
Bonds: (Attach certified copies from the issuing agency or securities company) Total par value: …………………………… Total market value (Stock Exchange, OTC): ……………………. |
||
|
Other negotiable instruments: Total par value: …………………………… Total market value: ……………….. |
||
|
8 |
Other assets valued at 100 million VND or more |
(Attach certified copies of relevant documents) - Name: …………………………… - Quantity: …………………………… - Estimated total value: …………………………… |
|
9 |
Mobilized capital and loans from organizations or individuals |
(Attach certified copies of relevant documents) - Loan No. 1: Contract No. … at commercial bank A; Loan value: ……….; Collateral: .........; Outstanding debt as of the declaration date: (in words: ……….). - Loan No. 2: Contract No. … at commercial bank A; Loan value: ……….; Collateral: ……….; Outstanding debt as of the declaration date: … (in words: ……….). (in words: ……….). …… - Loan No. n: …… |
I hereby declare that the above-stated asset declaration is truthful and complete. In the event of any false declaration, I take full responsibility before the law.
|
|
[Location]…….., [date]……………… |
INSTRUCTIONS FOR DECLARATION
1. For the declaration of houses, buildings:
- No declaration of official residences required
- Houses and buildings to be declared include: residences, factories, restaurants, clubs, other structures, etc.
- Additional houses/buildings (if any) should be declared similarly to the first and second houses/buildings.
2. For Sections 5, 6, 7, and 8:
Declare only if the total value of each type of asset exceeds 100 million VND. For example, if there are three motorcycles and their total value is over 100 million VND, they must be declared; if the total value is less than 100 million VND, they do not need to be declared.
3. For shared assets:
Clearly state the portion owned by the declarant and estimate the value of that portion.
APPENDIX 13
FINANCIAL CAPABILITY DETERMINATION FORM FOR CONTRIBUTING CAPITAL TO ESTABLISH A COMMERCIAL BANK FOR NON-CREDIT INSTITUTIONS
(Issued together with Circular No. 56/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank regulating the dossier and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
---------------
FINANCIAL CAPABILITY DETERMINATION
To: The State Bank of Vietnam
Method for determining financial capability to contribute capital to establish a commercial bank for non-credit institutions
A - Formula for calculating financial capability to contribute capital for establishing a commercial bank for non-credit institution organizations:
1.1. General formula:
|
12. Detailed formula
A = E – LI (1) and
LI = LA – LD (2)
Where:
+ A: Financial capability for contributing capital to establish a commercial bank of the organization
+ E: Owner's equity
+ LI: Long-term investments financed by owner's equity
+ LD: Long-term investments financed by owner’s equity
+ LA: Long-term assets
* If A ≥ the committed contributed capital, the organization has the financial capability to contribute capital to establish a commercial bank.
* If A < the committed contributed capital, the organization does not have sufficient financial capability to contribute capital to establish a commercial bank.
B- Illustrative example:
According to the proposal, Company X commits to contribute 100 billion VND to establish commercial bank Y. Based on its balance sheet as of July 31, 2007, financial capability is analyzed as follows:
Unit: Billion VND
|
No. |
Assets |
|
No. |
Liabilities |
|
|
I. |
Short-term assets |
1.092,42 |
I. |
Liabilities |
664,88 |
|
1. |
Cash and cash equivalents |
771,90 |
1. |
Short-term liabilities |
517,18 |
|
2. |
Short-term financial investments |
0 |
2. |
Long-term liabilities |
147,70 |
|
3. |
Short-term receivables |
377,87 |
|
|
|
|
4. |
Inventory |
0,08 |
|
|
|
|
5. |
Other short-term assets |
2,57 |
|
|
|
|
II. |
Long-term assets |
1.530,90 |
II. |
Owner's equity |
1.958,44 |
|
1. |
Long-term receivables |
0 |
1. |
Owner's equity |
1.900 |
|
2. |
Fixed assets |
26,02 |
2. |
Other funds |
58,44 |
|
3. |
Investment properties |
0 |
|
|
|
|
4. |
Long-term financial investments |
1.504,78 |
|
|
|
|
5. |
Other long-term assets |
0,10 |
|
|
|
|
|
Total |
2.623,32 |
|
Total |
2.623,32 |
Applying formulas (1) and (2) to determine the financial capability of Company X to contribute capital for establishing commercial bank Y, we have:
|
Long-term investment financed by owner’s equity (LI) |
Equity (E) |
||
|
Long-term assets (LA) |
1,530.90 billion VND |
Owner's equity |
1,900 billion VND |
|
Portion of long-term debt used for investment in long-term assets (LD)* |
147.70 billion VND |
|
|
|
LI = LA - LD |
1,383.2 billion VND |
E |
1,900 billion VND |
|
A = E - LI |
|
|
516.8 billion VND |
Comparing A (516.8 billion VND) with the committed capital contribution to commercial bank Y by Company X (100 billion VND) shows that Company X has the financial capability to contribute capital to establish commercial bank Y (516.8 billion VND > 100 billion VND).
Note:
* If the explanatory section of the organization's financial statements does not clearly specify the portion of long-term debt used for investment in long-term assets (fixed assets, long-term financial investments, etc.), the organization must provide a written explanation for this item.
Legal representative of the organization
(Signature, full name, position, and seal)
APPENDIX 14
STATEMENT OF COMMITMENT TO FULL FULFILMENT OF TAX AND SOCIAL INSURANCE OBLIGATIONS
(Issued together with Circular No. 56/2024/TT-NHNN dated December 24, 2024, of the Governor of the State Bank regulating the dossier and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices)
|
ORGANIZATION’S NAME |
THE SOCIALIST REPUBLIC OF VIETNAM |
|
No. ………/…….Re: Commitment to full fulfilment of tax and social insurance obligations |
[Location]......., [date].................. |
STATEMENT OF COMMITMENT TO FULL FULFILMENT OF TAX AND SOCIAL INSURANCE OBLIGATIONS
To: The Governor of the State Bank
Pursuant to Decree No. 162/ND-CP dated December 20, 2024 of the Government on conditions for licensing people's credit funds, microfinance institutions, and conditions for owners of credit institutions being single-member limited liability companies, founding shareholders, and founding members;
Pursuant to Circular No. .../2024/TT-NHNN dated... 2024, of the Governor of the State Bank on applications and procedures for the issuance of initial Licenses for commercial banks, foreign bank branches, and foreign representative offices;
Name of the organization:
Tax identification number (TIN):
Head office:
Telephone:
Legal representative: Position:
Through this document, [Organization’s name] hereby commits: Until the date of this letter, [Organization’s name] has fully fulfilled its tax and social insurance obligations with the relevant state authorities.
[Organization’s name] takes full responsibility under the law for the accuracy, truthfulness, and completeness of the contents stated in this commitment letter.
We sincerely thank you./.
|
|
Legal representative of the organization |