Chương III: Thu hồi giấy phép văn phòng đại diện nước ngoài

CIRCULAR

PRESCRIBING DOCUMENTATION REQUIREMENTS AND PROCEDURES FOR REVOCATION OF LICENSE AND LIQUIDATION OF ASSETS OF CREDIT INSTITUTIONS AND FOREIGN BANK BRANCHES; DOCUMENTATION REQUIREMENTS AND PROCEDURES FOR REVOCATION OF LICENSE OF REPRESENTATIVE OFFICES IN VIETNAM OF FOREIGN CREDIT INSTITUTIONS AND OTHER FOREIGN ORGANIZATIONS PERFORMING BANKING ACTIVITIES

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

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

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

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

At the request of the Head of the SBV Banking Supervision Agency;

The Governor of the State Bank of Vietnam (SBV) promulgates a Circular prescribing documentation requirements and procedures for revocation of License and liquidation of assets of credit institutions and foreign bank branches; documentation requirements and procedures for revocation of License of representative offices in Vietnam of foreign credit institutions and other foreign organizations performing banking activities.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

1. This Circular provides regulations on documentation requirements and procedures for revocation of License and liquidation of assets of credit institutions and foreign bank branches, revocation of License of representative offices in Vietnam of foreign credit institutions and other foreign organizations performing banking activities in the following cases:

a) Cases in which the License is revoked prescribed in points a, c, d, dd, e clause 1 Article 36, clause 2 Article 202 of the Law on Credit Institutions;

b) A credit institution placed under special control is dissolved according to point a clause 1 Article 187 of the Law on Credit Institutions;

c) A credit institution or foreign bank branch is dissolved or shut down according to clause 1 Article 202 of the Law on Credit Institutions;

d) A credit institution or foreign bank branch is dissolved or shut down according to clause 3 Article 202 of the Law on Credit Institutions;

dd) A credit institution placed under special control is dissolved according to clause 4 Article 202 of the Law on Credit Institutions;

e) A credit institution subject to early intervention is dissolved according to clause 4 Article 202 of the Law on Credit Institutions;

g) Representative offices in Vietnam of foreign credit institutions and other foreign organizations performing banking activities (hereinafter referred to as “foreign representative offices”) apply for approval of their shutdown; foreign representative offices fail to apply for extension or have their submitted applications for extension refused by the State Bank of Vietnam (hereinafter referred to as “SBV”) upon expiry of their licensed duration of operation.

2. In case of reorganization of a credit institution, documentation requirements and procedures for revocation of its License shall comply with regulations on reorganization of credit institutions adopted by the SBV’s Governor.

3. In case a credit institution goes into bankruptcy, liquidation of its assets shall comply with regulations of law on bankruptcy; and its License shall be revoked in accordance with provisions of clause 3 Article 203 of the Law on Credit Institutions.

4. If a credit institution whose License has been revoked before the effective date of the Law on Credit Institutions is to be dissolved as prescribed in Article 202 of the Law on Credit Institutions, such dissolution and liquidation of its assets shall comply with provisions of the Law on Credit Institutions, provisions herein (except those provisions on revocation of License) and other relevant laws.

5. If a credit institution that has not performed any banking activities for a consecutive period of 12 months before the effective date of the Law on Credit Institutions is to be dissolved as prescribed in Article 202 of the Law on Credit Institutions, such dissolution and liquidation of its assets shall comply with provisions of the Law on Credit Institutions, provisions herein and other relevant laws.

Article 2. Regulated entities

1. Credit institutions, including:

a) Commercial banks, cooperative banks;

b) Non-bank credit institutions;

c) Microfinance institutions.

2. Foreign bank branches (FBBs).

3. Foreign representative offices.

4. Other organizations and individuals involved in the revocation of License and liquidation of assets of the credit institutions and FBBs; revocation of License of foreign representative offices.

Article 3. Definitions

For the purposes of this Circular, the terms used herein are construed as follows:

1. “decision-making authority” means a competent authority of a credit institution, parent bank, foreign credit institution or another foreign organization performing banking activities that has the power to decide the dissolution or shutdown of the credit institution, FBB or foreign representative office as defined in its Charter and in conformity with applicable regulations of the law of Vietnam.

2. “parent bank” means a foreign bank that has a branch established in Vietnam.

3. “SBV’s provincial branch” means a SBV’s branch of the province or city where the subject credit institution is headquartered or the subject FBB or foreign representative office is located.

4. “People's Committee” means the People's Committee of province or central-affiliated city where the subject credit institution is headquartered or the subject FBB or foreign representative office is located.

5. “supervisory unit” means a SBV’s affiliated unit that takes charge of managing and supervising credit institutions and FBBs.

6. “date of application for dissolution” means the date (day/month/year) specified in the application form for dissolution submitted by a credit institution or FBB.

Article 4. Power to make decision on revocation of License

1. The Governor of the State Bank of Vietnam (hereinafter referred to as “SBV's Governor”) shall have the power to make decisions on revocation of Licenses of commercial banks, cooperative banks and microfinance institutions.

2. Head of the supervisory unit shall have the power to make decisions on revocation of Licenses of:

a) Non-bank credit institutions; and

b) FBBs, except those prescribed in point a clause 3 of this Article.

3. Director of each SBV’s provincial branch shall have the power to make decisions on revocation of Licenses of:

a) FBBs subject to microprudential supervision of this SBV’s provincial branch as assigned by the SBV’s Governor;

b) Foreign representative offices located in the same province or city as this SBV’s provincial branch.

Article 5. Rules for revocation of Licenses, liquidation of assets of credit institutions and FBBs

1. Each credit institution or FBB must determine its capacity to pay debts and fulfill other asset-related liabilities before and during the asset liquidation, dissolution and revocation of its License; follow procedures for closure of its checking account opened at SBV before its License is revoked by SBV according to provisions of this Circular.

2. A credit institution or FBB may only be dissolved in one of the following cases:

a) It has fully paid debts and other liabilities and it is not involved in any dispute which is under consideration by a Court or arbitral tribunal;

b) In case of a credit institution subject to early intervention or placed under special control, there is a credit institution assuming all of debt obligations.

3. Dissolution of credit institutions and FBBs shall comply with provisions herein and other regulations of relevant laws.

4. If a credit institution is found during its supervision of asset liquidation to be incapable of paying debts in full, SBV shall decide to terminate the liquidation and adopt the plan for bankruptcy of credit institution in accordance with provisions of Section 5 Chapter X and Article 203 of the Law on Credit Institutions.

5. During its asset liquidation, if a FBB is incapable of paying debts and other liabilities in full, the parent bank shall fulfill its commitments as prescribed in point c clause 3 Article 29 of the Law on Credit Institutions.

Article 6. Rules for preparing an application

1. 01 application package consisting of documents prepared in Vietnamese is required. In case the documents included in the application are prepared in foreign languages, they must bear consular legalization as prescribed by the domestic law of Vietnam, except the cases where the consular legalization is exempted as prescribed in the law on consular legalization and financial statements which may be directly prepared in English.

2. Any document which is included in the application and prepared in a foreign language must be translated into Vietnamese. A Vietnamese translation of any documents that are prepared in foreign languages must be notarized or bear the translator’s signature certification in accordance with regulations of law, except the translations of financial statements which must be certified by licensed translators or translation companies in accordance with regulations of law.

3. If any document included in the application is a copy other than a certified true copy or a copy made from its master register, its original must be presented for verification purpose. The official in charge of verification shall assume responsibility for the accuracy of the copy compared to its original.

4. All documents included in the application must be signed by the legal representative of the credit institution or of the parent bank (for a FBB) or of the foreign credit institution or another foreign organization performing banking activities (for a foreign representative office) or of the authorized representative. In case of authorized signatory, the application must also include a power of attorney which is duly made in conformity with regulations of law.

5. Each application package must include a list of documents.

Article 7. Prohibited acts in course of license revocation and liquidation of assets of credit institutions or FBBs

From the date on which the decision-making authority approves the dissolution or the date on which SBV gives a written approval in principle for the dissolution or the date on which SBV requests the credit institution or FBB in writing to carry out liquidation of assets, whichever comes first, the subject credit institution or FBB, its managers, executives and employees are prohibited from carrying out the following activities or transactions related to assets and debts of the credit institution or FBB, including:

1. Hiding or shifting assets.

2. Relinquishing or partially exercising the right to claim debts.

3. Convert unsecured debts into debts secured by assets of the credit institution or FBB.

4. Pledging, mortgaging, giving or leasing assets.

5. Entering into a new agreement or contract, except those serving the shutdown of the credit institution or FBB.

6. Transferring money or assets of the credit institution or FBB to foreign countries.

Chapter II

REVOCATION OF LICENSES, LIQUIDATION OF ASSETS OF CREDIT INSTITUTIONS AND FBBs

Section 1: LICENSE REVOCATION

Article 8. Procedures for revocation of License of credit institutions or FBBs as prescribed in point d clause 1 Article 1 of this Circular

1. A credit institution or FBB that applies for voluntary dissolution shall:

a) Hire an enterprise that has been issued with a certificate of eligibility to provide valuation services as prescribed in the Law on valuation to carry out asset valuation and determine the owner's equity of the credit institution or FBB of the year preceding the year in which an application for dissolution is submitted, and of the quarter prior to the date of application for dissolution;

b) Develop an asset liquidation plan as prescribed in point b clause 2 of this Article and on the basis of the results of asset valuation and determination of the owner's equity of the credit institution or FBB as prescribed in point a of this clause;

c) Prepare 01 application package comprising the documents specified in clause 2 of this Article and send it by post or directly to SBV (via Single-window section) or the relevant SBV’s provincial branch (via Single-window section) of appropriate competence as prescribed in Article 4 hereof.

2. An application for dissolution includes:

a) An application form for dissolution;

b) The plan for liquidation of assets which has been approved by the decision-making authority and, inter alia, includes the following information:

(i) Name, address and website of the credit institution or FBB;

(ii) Name, address and website of the parent bank (for a FBB);

(iii) Names, addresses and telephone numbers of members of the Board of Directors or the Board of Members, members of the Board of Controllers, and General Director (Director);

(iv) The list of members of the liquidation council (indicating name, address and telephone number of each member);

(v) A summary of financial and operating status (including the actual value of charter capital or allocated capital; bad debts; liabilities, receivables and payables of both on-balance sheet and off-balance sheet) as at the date on which the credit institution or FBB submits an application for dissolution; the capacity to pay off debts and other liabilities must be clearly determined in this summary;

(vi) Reasons for application for voluntary dissolution;

(vii) List of founding shareholders, majority shareholders, owners, founding members and capital-contributing members;

(viii) The plan or method for settling rights, interests and obligations, which must specify the roadmap and plan for liquidation or distribution of assets. For a FBB, the plan for transferring capital, profits and assets overseas must be included;

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

(x) Recommendations and proposals (if any).

c) A document issued by the decision-making authority to approve the dissolution and asset liquidation plan. If a FBB applies for dissolution at the request of its parent bank, the application must also include the parent bank's document on the dissolution or shutdown of the FBB;

d) A report on asset valuation and determination of the owner's equity of the credit institution or FBB as prescribed in point a clause 1 of this Article;

dd) The credit institution or FBB’s financial statements which have been duly audited by an independent audit organization as prescribed by law of the year preceding the year in which an application for dissolution is submitted, and its financial statements of the quarter prior to the date of application for dissolution. In case where the duly audited financial statements are not yet available at the date of application for submission, the credit institution or FBB may submit its unaudited financial statements but must assume responsibility for the contents of its submitted financial statements. The credit institution or FBB is required to submit its audited financial statements immediately after it obtains an auditor’s report from the independent audit organization.

3. Within 15 days from its receipt of an adequate and valid application as prescribed in clause 2 of this Article, SBV shall send written request to:

a) The People’s Committee for its opinions about the dissolution and license revocation; the impacts of such dissolution and license revocation on local social, economic and political stability;

b) Some relevant Ministries and regulatory authorities for their opinions about the dissolution and license revocation (if necessary).

4. The time limit for giving opinions as prescribed in clause 3 of this Article is 15 days from the date on which SBV sends its written request for opinions.

5. Within 15 days from the end of the time limit for giving opinions prescribed in clause 4 of this Article:

a) If the asset liquidation plan convincingly demonstrates the capacity to pay debts and other liabilities in full, SBV shall give a written approval in principle for the dissolution which includes its approval for the asset liquidation plan, and request the credit institution or FBB to establish an liquidation council and carry out the liquidation of assets according to the approved asset liquidation plan; SBV shall establish a liquidation supervision team; or

b) If the asset liquidation plan cannot convincingly demonstrate the capacity to pay debts and liabilities in full, SBV shall give written refusal to approve the dissolution in which reasons for such refusal must be specified; or

c) SBV requests the credit institution or FBB in writing to provide reports on or explanations about relevant contents.

6. Within 30 days from the date on which SBV gives a document as prescribed in point c clause 5 of this Article, the credit institution or FBB shall send the required report or explanation to SBV or the SBV’s provincial branch of appropriate competence as prescribed in Article 4 hereof.

7. Within 10 days from its receipt of the report or explanation from the credit institution or FBB as prescribed in clause 6 of this Article, SBV shall give its written approval in principle for the dissolution as prescribed in point a clause 5 of this Article or written refusal to approve the dissolution as prescribed in point b clause 5 of this Article.

8. Asset liquidation:

a) The credit institution or FBB must establish a liquidation council within 30 days from the effective date of the written approval in principle for the dissolution and carry out the asset liquidation as prescribed in Section 2 of this Chapter and other regulations of relevant laws;

b) Within 30 days from the date on which the credit institution or FBB is determined to be subject to termination of liquidation as prescribed in Article 17 hereof, the liquidation council shall send a report on liquidation results and request for approval for termination of liquidation (including the case where the request for approval for termination of liquidation is made to initiate bankruptcy proceedings as regulated by law) to the liquidation supervision team, People’s Committee, SBV or the SBV’s provincial branch of appropriate competence as prescribed in Article 4 hereof;

c) Within 15 days from its receipt of the documents from the liquidation council as prescribed in point b of this clause, the liquidation supervision team shall send a report on liquidation results and request for approval for termination of liquidation (including the case where the request for approval for termination of liquidation is made to initiate bankruptcy proceedings as regulated by law) to SBV or the SBV’s provincial branch of appropriate competence as prescribed in Article 4 hereof;

d) During the supervision of the liquidation of assets, if the credit institution is found to be incapable of paying debts and other liabilities in full, the liquidation supervision team shall provide SBV with a report on liquidation results and request for approval for termination of liquidation to initiate bankruptcy proceedings as prescribed by law in respect of the cases of liquidation termination prescribed in clause 3 Article 17 hereof.

9. License revocation:

a) Within 60 days from its receipt of the documents from the liquidation supervision team as prescribed in point c, point d clause 8 of this Article, SBV shall:

(i) Issue a decision on liquidation termination and a decision on license revocation in the case prescribed in clause 1, clause 2 Article 17 hereof; or

(ii) Issue a decision on termination of liquidation of assets of the credit institution to initiate bankruptcy proceedings as prescribed by law in the case prescribed in clause 3 Article 17 hereof; or

(iii) Request the credit institution or FBB in writing to provide report on or explanation about the issues related to the asset liquidation (if any).

b) Within 30 days from the date on which SBV gives a written request as prescribed in point a(iii) of this clause, the credit institution or FBB shall send the required report or explanation to SBV or the SBV’s provincial branch of appropriate competence as prescribed in Article 4 hereof;

c) Within 20 days from its receipt of the report or explanation from the credit institution or FBB as prescribed in point b of this clause, SBV shall consider issuing decisions as prescribed in point a(i) or point a(ii) of this clause.

Article 9. Procedures for revocation of License of credit institutions as prescribed in point dd clause 1 Article 1 of this Circular

1. The special control board requests the credit institution placed under special control to cooperate with the credit institution assuming all debt obligations (hereinafter referred to as “assumer”) in developing and submitting the asset liquidation plan to SBV for approval.

2. The asset liquidation plan which has been approved by the decision-making authority of the credit institution placed under special control and the assumer shall inter alia include the following contents:

a) Names, addresses and websites of the credit institution placed under special control and of the assumer;

b) Names, addresses and telephone numbers of members of the Board of Directors or the Board of Members, members of the Board of Controllers, and General Director (Director) of the credit institution placed under special control and those of the assumer;

c) The list of members of the liquidation council (indicating name, address and telephone number of each member);

d) A summary of financial and operating status (including the actual value of charter capital or allocated capital; bad debts; liabilities, receivables and payables of both on-balance sheet and off-balance sheet) of the credit institution placed under special control as at the date of application for transfer of all debt obligations;

dd) List of founding shareholders, majority shareholders, owners, founding members and capital-contributing members of the credit institution placed under special control;

e) The plan for purchase of part or all of assets and assumption of all debt obligations of the credit institution placed under special control; roadmap and methods for purchase of assets and transfer of debt obligations, rights and obligations of the credit institution placed under special control and those of the assumer; rights and obligations of any third party involved in the purchase of assets and transfer of debt obligations; methods for assisting the assumer;

g) The plan or method for settling rights, interests and obligations, which must specify the roadmap and plan for liquidation or distribution of assets;

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

i) Recommendations and proposals (if any).

3. Within 30 from its receipt of the asset liquidation plan prescribed in clause 1 and clause 2 of this Article, SBV shall give a written approval in principle for the dissolution of the credit institution placed under special control which also includes its approval for the asset liquidation plan, and request the credit institution placed under special control to carry out the liquidation of assets; establish a liquidation council and/or liquidation supervision team.

4. Asset liquidation:

a) The credit institution placed under special control shall carry out the asset liquidation according to provisions of Section 2 of this Chapter and other regulations of relevant laws;

b) Within 30 days from the date on which the credit institution placed under special control is determined to be subject to termination of liquidation as prescribed in clause 1, clause 2 Article 17 hereof, the liquidation council shall send a report on liquidation results and request for approval for termination of liquidation to the liquidation supervision team, People’s Committee, and SBV;

c) Within 15 days from the receipt of the documents from the liquidation council as prescribed in point b of this clause, the liquidation supervision team shall send a report on liquidation results and request for approval for termination of liquidation to SBV.

5. License revocation:

a) Within 60 days from its receipt of the documents from the liquidation supervision team as prescribed in point c clause 4 of this Article, SBV shall:

(i) Issue a decision on liquidation termination and a decision on license revocation; or

(ii) Request the credit institution placed under special control in writing to provide report on or explanation about the issues related to the asset liquidation (if any);

b) Within 30 days from the date on which SBV gives a written request as prescribed in point a(ii) of this clause, the credit institution placed under special control shall send the required report or explanation to SBV;

c) Within 20 days from its receipt of the report or explanation from the credit institution placed under special control as prescribed in point b of this clause, SBV shall consider issuing decisions as prescribed in point a(i) of this clause.

Article 10. Procedures for revocation of License of credit institutions as prescribed in point e clause 1 Article 1 of this Circular

1. The credit institution subject to early intervention cooperates with the credit institution assuming all of its debt obligations (or the assumer) in developing and submitting the asset liquidation plan to SBV for approval.

2. The asset liquidation plan which has been approved by the decision-making authority of the credit institution subject to early intervention and the assumer shall inter alia include the following contents:

a) Names, addresses and websites of the credit institution subject to early intervention and of the assumer;

b) Names, addresses and telephone numbers of members of the Board of Directors or the Board of Members, members of the Board of Controllers, and General Director (Director) of the credit institution subject to early intervention and those of the assumer;

c) The list of members of the liquidation council (indicating name, address and telephone number of each member);

d) A summary of financial and operating status (including the actual value of charter capital or allocated capital; bad debts; liabilities, receivables and payables of both on-balance sheet and off-balance sheet) of the credit institution subject to early intervention as at the date of application for transfer of all debt obligations;

dd) List of founding shareholders, majority shareholders, owners, founding members and capital-contributing members of the credit institution subject to early intervention;

e) The plan, roadmap and methods for transfer of debt obligations between the credit institution subject to early intervention and the assumer; rights and obligations of the credit institution subject to early intervention and those of the assumer; rights and obligations of any third party involved in such transfer;

g) The plan or method for settling rights, interests and obligations, which must specify the roadmap and plan for liquidation or distribution of assets;

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

i) Recommendations and proposals (if any).

3. Within 30 from its receipt of the asset liquidation plan prescribed in clause 1, clause 2 of this Article, SBV shall give a written approval in principle for the dissolution of the credit institution subject to early intervention which also includes its approval for the asset liquidation plan, and request the credit institution subject to early intervention to carry out the liquidation of assets; establish a liquidation council and/or liquidation supervision team.

4. The liquidation of assets shall be carried in accordance with provisions of clause 4 Article 9 hereof and other regulations of relevant laws.

5. The revocation of License shall be carried in accordance with provisions of clause 5 Article 9 hereof.

Article 11. Procedures for revocation of License of credit institutions or FBBs as prescribed in points a, b, c clause 1, clause 4, clause 5 Article 1 of this Circular

1. Based on the inspection conclusion or banking supervision report indicating the dissolution and revocation of license of a credit institution or FBB or a SBV’s decision on dissolution of the credit institution placed under special control, or in case where a credit institution or FBB, upon expiry of its licensed duration of operation, fails to apply for extension or has its application for extension refused by SBV, SBV shall request the credit institution or FBB to carry out liquidation of assets; SBV shall establish a liquidation council and/or liquidation supervision team.

2. The liquidation of assets shall be carried in accordance with provisions of points b, c, d clause 8 Article 8, Section 2 Chapter II hereof and other regulations of relevant laws.

3. The revocation of License of the credit institution or FBB in this case shall be carried in accordance with provisions of clause 9 Article 8 hereof.

Article 12. Information disclosure

1. Within 07 working days from the effective date of the written approval in principle for the dissolution given as prescribed in point a clause 5 Article 8, clause 3 Article 9, clause 3 Article 10 hereof or the written request sent to the subject credit institution or FBB to carry out the liquidation of assets as prescribed in clause 1 Article 11 hereof, the credit institution or FBB shall publish the following information on a mean of media of SBV and on its media (if any) and in 03 consecutive issues of a printed newspaper nationwide or on a Vietnamese online newspaper within 07 working days, and post the same information at its headquarters, branches, transaction offices, representative offices, administrative units, subsidiaries and affiliates (for the credit institution), or at its premises (for the FBB):

a) Number and date of the SBV's written approval in principle for the dissolution; number and date of SBV's written request sent to the credit institution or FBB to carry out liquidation of assets;

b) Name and headquarters address of the credit institution; name and address of the FBB;

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

d) Charter capital or allocated capital;

dd) Legal representative.

2. Within 07 working days from the effective date of the decision on license revocation:

a) In case the license is revoked as prescribed in clause 1 or clause 2 Article 4 hereof, SBV shall publish information on the revocation of license of the credit institution or FBB on its web portal and send the decision on license revocation to the relevant People's Committee, the subject credit institution or FBB and the SBV’s provincial branch to serve the performance of state management tasks and publish it on the website of the SBV’s provincial branch (if any);

b) In case the license is revoked as prescribed in point a clause 3 Article 4 hereof, the SBV’s provincial branch shall publish information on the revocation of license of the FBB on its website (if any) and send the decision on license revocation to the relevant People's Committee, the subject FBB and SBV to serve the performance of state management tasks and publish it on SBV’s web portal.

3. Within 07 working days from the effective date of the decision on license revocation, the credit institution or FBB shall publish such decision on license revocation in 03 consecutive issues of a printed newspaper nationwide or on a Vietnamese online newspaper within 07 working days, and post it at its headquarters, branches, transaction offices, representative offices, administrative units, subsidiaries and affiliates (for the credit institution), or at its premises (for the FBB).

4. Within 30 days from the effective date of the decision on license revocation, the credit institution shall carry out legal procedures in accordance with regulations of laws on taxation and social insurance and other relevant laws to terminate its juridical person status; FBB shall carry out legal procedures in accordance with regulations of laws on taxation and social insurance and other relevant laws to terminate its operation.

Article 13. Notification of business registration authorities of revocation of licenses of credit institutions or FBBs

Within 05 working days from the effective date of a decision on license revocation, SBV shall send a written notice of the revocation of license of the credit institution or FBB which is accompanied with the decision on license revocation to the business registration authority of province or city where the credit institution is headquartered or the FBB is located for updating on the National Enterprise Registration Information System.

Section 2. LIQUIDATION OF ASSETS

Article 14. Composition, tasks and powers of liquidation council

1. Composition of a liquidation council of a credit institution, except the case prescribed in clause 2 of this Article:

a) The liquidation council is composed of the Chairperson of the Board of Directors or Chairperson of the Board of Members; at least an independent member of the Board of Directors (if any); the head of the Board of Controllers, General Director (Director), Chief Accountant; some other members of the Board of Directors or the Board of Members and the Board of Controllers (if any); majority shareholders, owners, capital-contributing members and 05 clients who have highest account balances at the credit institution (if they agree) at the date of application for dissolution. If the position of Chairperson of the Board of Directors or Chairperson of the Board of Members is vacant at the time of establishment and during the operation of the liquidation council of the credit institution, the decision-making authority shall appoint one of members of the Board of Directors or Board of Members to join the liquidation council. If the position of the head of the Board of Controllers, General Director (Director) or Chief Accountant is vacant, the decision-making authority shall appoint other persons to join the liquidation council until these vacancies are filled;

b) Chairperson of the Board of Directors or Chairperson of the Board of Members shall act as Chairperson of the liquidation council. If the position of Chairperson of the Board of Directors or Chairperson of the Board of Members is vacant at the time of establishment and during the operation of the liquidation council of the credit institution, the person who is appointed by the decision-making authority to join the liquidation council as a substitute for Chairperson of the Board of Directors or Chairperson of the Board of Members as prescribed in point a of this clause shall act as the Chairperson of the liquidation council;

c) When a new Chairperson of the Board of Directors or Chairperson of the Board of Members of the credit institution is appointed, he/she shall act as the Chairperson of the liquidation council as a substitute for the person holding the position of Chairperson of the liquidation council prescribed in point b of this clause.

2. Composition of the liquidation council of a credit institution that is subject to early intervention or placed under special control and is dissolved when there is a credit institution assuming all of its debt obligations (the assumer):

a) The liquidation council is composed of the Chairperson of the Board of Directors or Chairperson of the Board of Members of the credit institution subject to early intervention or placed under special control, that of the assumer; at least an independent member of the Board of Directors (if any) of the credit institution subject to early intervention or placed under special control, that of the assumer; the head of the Board of Controllers, General Director (Director), Chief Accountant of the credit institution subject to early intervention or placed under special control, those of the assumer; some other members of the Board of Directors or the Board of Members and the Board of Controllers (if any), members of the Board of Controllers of the assumer; majority shareholders, owner, capital-contributing members and 05 clients who have highest account balances at the credit institution subject to early intervention or placed under special control (if they agree) at the date of application for dissolution. If the position of Chairperson of the Board of Directors or Chairperson of the Board of Members is vacant at the time of establishment and during the operation of the liquidation council, the decision-making authority shall appoint one of members of the Board of Directors or Board of Members to join the liquidation council. If the position of the head of the Board of Controllers, General Director (Director) or Chief Accountant is vacant, the decision-making authority shall appoint other persons to join the liquidation council until these vacancies are filled;

b) Chairperson of the Board of Directors or Chairperson of the Board of Members of the credit institution subject to early intervention or placed under special control shall act as Chairperson of the liquidation council. If the position of Chairperson of the Board of Directors or Chairperson of the Board of Members is vacant at the time of establishment and during the operation of the liquidation council, the person who is appointed by the decision-making authority to join the liquidation council as a substitute for Chairperson of the Board of Directors or Chairperson of the Board of Members as prescribed in point a of this clause shall act as the Chairperson of the liquidation council;

c) When a new Chairperson of the Board of Directors or Chairperson of the Board of Members of the credit institution subject to early intervention or placed under special control is appointed, he/she shall act as the Chairperson of the liquidation council as a substitute for the person holding the position of Chairperson of the liquidation council prescribed in point b of this clause.

3. Composition of the liquidation council of a FBB:

a) The liquidation council is composed of General Director (Director), Chief Accountant, at least a member appointed by the parent bank and 05 clients who have highest account balances maintained with FBB (if they agree) at the date of application for dissolution. If the position of General Director (Director) or Chief Accountant is vacant at the time of establishment and during the operation of the liquidation council of FBB, the decision-making authority of the parent bank shall appoint other persons to join the liquidation council until these vacancies are filled;

b) General Director (Director) of FBB shall act as Chairperson of the liquidation council. If the position of General Director (Director) is vacant at the time of establishment and during the operation of the liquidation council of FBB, the person appointed by the decision-making authority of the parent bank to join the liquidation council as a substitute for the General Director (Director) as prescribed in point a of this clause shall act as Chairperson of the liquidation council;

c) When a new General Director (Director) of FBB is appointed, he/she shall act as Chairperson of the liquidation council as a substitute for the person holding the position of Chairperson of the liquidation council prescribed in point b of this clause.

4. The credit institution or FBB shall decide the composition of its liquidation council as prescribed in clause 1, clause 3 of this Article in case its license is revoked as prescribed in Article 8 hereof.

5. SBV shall decide the composition of the liquidation council of the credit institution or FBB whose license is revoked as prescribed in Article 9, Article 10, Article 11 hereof as follows:

a) The liquidation council shall be composed of the members prescribed in clause 1, 2 or 3 of this Article as requested by the credit institution or FBB; or

b) The liquidation council is composed of the members decided by SBV in case the credit institution or FBB submits no request for application of the composition prescribed in clause 1, 2 or 3 of this Article.

6. Tasks and powers of a liquidation council:

a) Use the seal of the credit institution or FBB during the liquidation of its assets in accordance with regulations of law;

b) Review all assets, liabilities and off-balance sheet items specified in the statement of financial position of the credit institution or FBB, make the list of creditors and borrowers, including debt amounts of each one, as at the time of liquidation of assets of the credit institution or FBB, and the list of assets of the credit institution or FBB;

c) Carry out the liquidation of assets in accordance with regulations herein, including the distribution of assets as prescribed in Article 15 hereof and other regulations of relevant laws, adopt any measures for collecting debts and assets of the credit institution or FBB (except liquidation of a credit institution that is subject to early intervention or placed under special control and is dissolved when there is a credit institution assuming all of its debt obligations);

d) Submit reports on the liquidation of assets, distribution of assets and any other issues that arise during the liquidation process within the first 05 working days of each month or on ad hoc basis;

dd) Costs incurred during the operation of the liquidation council shall be covered by the credit institution or FBB. Such costs shall be recorded in accordance with regulations of law on accounting in force;

e) The liquidation council is considered to have successfully completed its tasks when the credit institution terminates its juridical person status or FBB terminates its operations as prescribed by law;

g) Perform other tasks and powers as prescribed in this Circular.

Article 15. Order of distribution of assets

1. Assets of the credit institution or FBB shall be distributed in the following order:

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

b) Fees, charges and costs associated with the liquidation of assets as prescribed by laws;

c) Unpaid salaries, severance pays, redundancy pays, social insurance premiums and health insurance premiums of employees as prescribed by law and other benefits as prescribed in the collective bargaining agreement and signed employment contracts;

d) Payments made to depositors;

dd) Financial obligations to the State;

e) Other debts.

2. Any amount of assets of the credit institution remaining after satisfaction in full of all the liabilities prescribed in clause 1 of this Article is distributable to its shareholders, owners or capital-contributing members in proportion to their shareholdings or stakes at the time of asset distribution.

3. Any amount of assets of FBB after satisfaction in full of all the liabilities prescribed in clause 1 of this Article is transferred to its parent bank in conformity with regulations of relevant laws.

Article 16. Time limit for liquidation

1. The liquidation of assets must be completed within 12 months from the effective date of the written approval in principle for the dissolution given as prescribed in clause 5 Article 8, clause 3 Article 9, clause 3 Article 10 hereof or the written request sent to the subject credit institution or FBB to carry out the liquidation of assets as prescribed in clause 1 Article 11 hereof. The time limit for liquidation may be extended but each extension must not exceed 12 months.

2. In case of application for extension of the time limit for liquidation, at least 45 days before the end of such time limit for liquidation, the liquidation council is required to send a request for extension of the time limit for liquidation (which must clearly indicate the reasons for such extension) to SBV or SBV’s provincial branch of appropriate competence as prescribed in Article 4 hereof. In case the credit institution or FBB does not fall into the case of liquidation termination prescribed in Article 17 hereof but the liquidation council fails to submit an application for extension of the time limit for liquidation, the liquidation supervision team shall consider sending a request for extension of the time limit for liquidation (which must clearly indicate the reasons for such extension) to SBV or SBV’s provincial branch of appropriate competence as prescribed in Article 4 hereof.

3. Within 40 days from its receipt of the request from the liquidation council or the liquidation supervision team as prescribed in clause 2 of this Article, SBV shall give a written response indicating its approval or refusal to approve such request for extension of the time limit for liquidation.

Article 17. Termination of liquidation

A credit institution or FBB shall terminate the liquidation process in the following cases:

1. It has fully paid debts and other liabilities as prescribed in clause 1 Article 15 hereof.

2. Upon expiry of the time limit for liquidation, if the credit institution or FBB has fully paid all the debts and other liabilities as prescribed in clause 1 Article 15 hereof, except payments which are to be made to depositors that are not yet present to receive their money and for which the credit institution or FBB has enough funds, the liquidation council of the credit institution or FBB shall transfer total amount of money used for making such payments and the list of depositors to the relevant SBV’s provincial branch for managing and making payments to depositors, and terminate the liquidation process.

3. It is unable to pay debts in full.

Section 3. SUPERVISION OF ASSET LIQUIDATION

Article 18. Structure of liquidation supervision team

1. SBV makes decision on establishment of the liquidation supervision team, appointment of the head of the liquidation supervision team and use of seal by the liquidation supervision team, and stipulates tasks and powers of the head and members of the liquidation supervision team.

2. A liquidation supervision team is comprised of at least 05 members who meet the eligibility requirements and standards set out in Article 19 hereof, including:

a) SBV’s representative(s);

b) Representatives of other credit institution who are designated at the request of the Board of Directors or the Board of Members of this credit institution (in case SBV designates another credit institution to engage in the liquidation of assets of the credit institution or FBB).

Article 19. Eligibility requirements and standards of members of liquidation supervision team

A member of the liquidation supervision team must:
1. Hold a bachelor’s degree or higher in economics, finance, banking, business administration, law, accounting or auditing, and have at least 03 years’ working experience in banking or deposit insurance.

2. Be not a shareholder, owner, capital-contributing member, related person of a member of the Board of Directors or the Board of Members or the Board of Controllers, General Director (Director), or member of the liquidation council of the credit institution or FBB whose assets are liquidated.

Article 20. Working mechanism of liquidation supervision team

1. Each member of the liquidation supervision team shall work under the dual office holding regime.

2. The head and members of the liquidation supervision team shall assume responsibility before the person who issued the decision on establishment of the liquidation supervision team for their performance of tasks.

3. A meeting of the liquidation supervision team shall be convened if it is participated by at least two thirds (2/3) of its members. A decision of the liquidation supervision team will be ratified when it is voted for by the majority of the members present at the meeting. In case of equality of valid votes, the option that is voted for by the head of the liquidation supervision team shall prevail.

4. Costs incurred during the operation of the liquidation supervision team shall be covered by the credit institution or FBB. Such costs shall be recorded in accordance with regulations of law on accounting in force.

5. The liquidation supervision team shall be considered to have successfully completed its tasks when SBV issues a decision to terminate the liquidation of assets of the credit institution or FBB.

Article 21. Tasks and powers of liquidation supervision team

1. Direct and supervise the credit institution or FBB checking all of its liabilities, receivables, and payables; request the credit institution or FBB to compare debts with creditors and debtors in order to determine its ability and funding for paying debts.

2. Request the liquidation council to provide reports, documents and information on the organizational and operating status of the credit institution or FBB during the liquidation of assets, and make payment to creditors according to the order of priority prescribed herein.

3. Supervise the liquidation of assets in accordance with regulations herein and the decision on establishment of the liquidation supervision team as prescribed in clause 1 Article 18 hereof.

4. Submit physical copies of reports on the liquidation of assets, distribution of assets and any other issues that arise during the liquidation process directly or by post to SBV or SBV’s provincial branch of appropriate competence as prescribed in Article 4 hereof, Deposit Insurance of Vietnam and the relevant People's Committee on a periodical basis within the first 10 days of each month or on an ad hoc basis. Such a report may include any recommendations about termination of liquidation and shall be made using the form of the report on liquidation supervision enclosed herewith. Where necessary, the liquidation supervision team may request relevant agencies in writing to assist the credit institution or FBB in collecting debts and dealing with clients that deliberately cause loss of assets of the credit institution or FBB.

5. Request SBV to make decision on suspension of operations of the liquidation council’s member who deliberately commits violations against law or fails to comply with the approved liquidation plan or hides or shifts assets, or refuses to fulfill his/her responsibilities and obligations; in case of serious violations, the liquidation supervision teams shall request SBV’s Governor to request competent authorities in writing to take actions against the violating entities (if any).

6. Request SBV and People’s Committee to deal with the issues arising beyond its competence.

7. The liquidation supervision team shall work under the direction of SBV.

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

Chapter III

REVOCATION OF LICENSES OF FOREIGN REPRESENTATIVE OFFICES

Article 22. Procedures for revocation of license of foreign representative offices

1. For a foreign representative office that applies for approval of its shutdown:

a) The foreign representative office shall prepare and submit an application package directly at the Single-window section or by post to the SBV’s provincial branch. Such an application includes:

(i) An application form for approval of shutdown which clearly indicates the reasons for shutdown and revocation of license of the foreign representative office, retention of documents and records after the license revocation, responsibilities of organizations and individuals involved in such shutdown and license revocation;

(ii) The decision-making authority’s written approval of the shutdown of the foreign representative office;

b) Within 40 days from its receipt of an adequate and valid application as prescribed in point a of this clause, SBV’s provincial branch shall:

(i) Issue a decision on license revocation, request the foreign representative office to follow procedures for finalization of the office lease contract and pay all liabilities and debts (if any) to relevant individuals and organizations, carry out procedures for shutdown or closure of the foreign representative office, and return the certificate of operation registration and seal as prescribed by law; or

(ii) Request the foreign representative office in writing to provide report or explanation about related issues (if any);

c) Within 30 days from its receipt of the written request from the SBV’s provincial branch, the foreign representative office shall provide the SBV’s provincial branch with the required report or explanation as prescribed in point b(ii) of this clause;

d) Within 05 working days from its receipt of the report or explanation from the foreign representative office as prescribed in point c of this clause, the SBV’s provincial branch shall take actions according to provisions in Point b(i) of this clause.

2. If the license of a foreign representative office is revoked as prescribed in point a clause 1 Article 1 hereof, the SBV’s provincial branch shall take actions according to provisions in point b(i) clause 1 of this Article.

3. For a foreign representative office that fails to apply for extension of its licensed duration of operation in accordance with SBV’s regulations, within 10 days after the deadline for submission of application for extension of operation duration as prescribed, the SBV’s provincial branch shall request the foreign representative office in writing to follow procedures for finalization of the office lease contract and pay all liabilities and debts (if any) to relevant individuals and organizations, carry out procedures for shutdown or closure of the foreign representative office, and return the certificate of operation registration and seal as prescribed by law.

4. For a foreign representative office whose application for extension of operation duration is refused by the SBV’s provincial branch, the SBV’s provincial branch shall through its written response indicating its refusal to approve the foreign representative office’s application for extension of operation duration to request the foreign representative office to follow procedures for finalization of the office lease contract and pay all liabilities and debts (if any) to relevant individuals and organizations, carry out procedures for shutdown or closure of the foreign representative office, and return the certificate of operation registration and seal as prescribed by law.

Article 23. Disclosure of information on revocation of license of foreign representative offices

1. Within 07 working days from the effective date of the decision on license revocation, the SBV’s provincial branch shall publish information on the revocation of license of the foreign representative office on its website (if any) and send the decision on license revocation to the relevant People's Committee, the subject foreign representative office and SBV to serve the performance of state management tasks and publish it on SBV's web portal.

2. Within 07 working days from the effective date of the decision on license revocation, the foreign representative office shall publish such decision on license revocation in 03 consecutive issues of a printed newspaper nationwide or on a Vietnamese online newspaper within 07 working days, and post it at its premises.

3. With regard to a foreign representative office that fails to apply for extension of its licensed duration of operation in accordance with SBV’s regulations or whose application for extension of operation duration is refused by the SBV’s provincial branch, within 07 working days from the expiry of its license, the SBV’s provincial branch shall publish information on such expiry of licensed duration of operation of the foreign representative office on its website (if any) and also send written notification thereof to the relevant People's Committee and SBV to serve the performance of state management tasks and publish it on SBV's web portal.

Article 24. Notification of business registration authorities of revocation of licenses of foreign representative offices

Within 05 working days from the effective date of a decision on revocation of the license of a foreign representative office, the SBV’s provincial branch shall send a written notice of the license revocation which is accompanied with the decision on license revocation to the business registration authority of province or city where the foreign representative office is located for updating on the National Enterprise Registration Information System.

Chapter IV

IMPLEMENTATION

Article 25. Responsibilities of relevant units

1. Credit institutions, FBBs and foreign representative offices are responsible for providing adequate and truthful information about their organization and operation; submitting required reports and complying with regulations of relevant laws on dissolution, asset liquidation and license revocation as prescribed herein.

2. The supervisory unit shall:

a) Act as a contact point in charge of receiving and appraising applications within its competence prescribed in clause 1, clause 2 Article 4 hereof;

b) In the case prescribed in Article 8 hereof, send written request for opinions, or request SBV’s Governor to send written request for opinions within the competence prescribed in clause 1, clause 2 Article 4 hereof, to:

(i) People’s Committees, some Ministries and regulatory authorities as prescribed in clause 3 Article 8 hereof;

(ii) The relevant SBV’s provincial branch for its opinions about the status of organization and operation, and capacity to pay off all debts and other asset liabilities; its opinions about the dissolution, asset liquidation, revocation of license, and proposed measures for handling of issues concerning such dissolution, asset liquidation, revocation of license; impacts of the dissolution and revocation of license on the safety of the system of local credit institutions;

(iii) Some relevant units affiliated to SBV for their opinions about the dissolution, asset liquidation and license revocation (if necessary).

c) Request SBV’s Governor to consider and make decisions on the dissolution, asset liquidation and revocation of licenses of credit institutions falling within his/her competence as prescribed in clause 1 Article 4 hereof; make decisions on the dissolution, asset liquidation and revocation of licenses of credit institutions falling within its competence as prescribed in clause 2 Article 4 hereof;

d) Request SBV’s Governor to make decisions on license revocation or make decisions on revocation of licenses of credit institutions facing bankruptcy as prescribed in clause 3 Article 1 hereof within the corresponding competence prescribed in clause 1, clause 2 Article 4 hereof;

dd) Respond to any requests or petitions related to the dissolution, asset liquidation and revocation of licenses of credit institutions or FBBs prescribed in clause 1, clause 2 Article 4 hereof if they fall beyond the competence of liquidation supervision teams; request SBV’s Governor to consider and deal with any issues that fall beyond its competence and are related to the dissolution, asset liquidation and revocation of licenses of credit institutions or FBBs;

e) Send notification to business registration authorities as prescribed in Article 13 hereof;

g) Within 05 working days from the effective date of every decision on license revocation, the supervisory unit shall send a written request for cancellation of bank code to the Information Technology Department.

3. Each SBV’s provincial branch shall:

a) Act as a contact point in charge of receiving and appraising applications within its competence prescribed in clause 3 Article 4 hereof;

b) In the case prescribed in Article 8 hereof, send written request for opinions, or request SBV’s Governor to send written request for opinions within the competence prescribed in clause 3 Article 4 hereof, to:

(i) People’s Committees, some Ministries and regulatory authorities as prescribed in clause 3 Article 8 hereof;

(ii) Some relevant units affiliated to SBV for their opinions about the dissolution, asset liquidation and license revocation (if necessary).

c) Make decisions on the dissolution, asset liquidation and revocation of licenses of FBBs; shutdown and revocation of licenses of foreign representative offices within its competence prescribed in clause 3 Article 4 hereof;

d) Respond to any requests or petitions related to the dissolution, asset liquidation and revocation of licenses of FBBs or foreign representative offices as prescribed in clause 3 Article 4 hereof if they fall beyond the competence of liquidation supervision teams; appoint its representatives to join liquidation supervision teams in case of license revocation prescribed in clause 1, clause 2 Article 4 hereof, if requested; request SBV’s Governor to consider and deal with any issues that fall beyond its competence and are related to the asset liquidation, dissolution and revocation of licenses of FBBs or foreign representative offices;

dd) Give its opinions to the supervisory unit within 15 days from its receipt of the written request from the supervisory unit as prescribed in point b(ii) clause 2 of this Article;

e) Cooperate with the supervisory unit in the dissolution, asset liquidation and revocation of licenses of credit institutions and FBBs;

g) Send notification to business registration authorities as prescribed in Article 13, Article 24 hereof;

h) Within 05 working days from the effective date of every decision on license revocation, the SBV’s provincial branch shall send a written request for cancellation of bank code to the Information Technology Department.

4. Relevant Departments, Agencies and units affiliated to SBV are responsible for giving their opinions at the request of the supervisory unit and SBV’s provincial branches as prescribed.

Article 26. Implementation clauses

1. This Circular comes into force from February 17, 2025.

2. From the effective date of this Circular, the following regulations shall cease to have effect:

a) The Circular No. 24/2017/TT-NHNN dated December 29, 2017 of the Governor of the State Bank of Vietnam prescribing procedures for revocation of license and liquidation of assets of credit institutions and foreign bank branches, and procedures for revocation of license of representative offices of foreign credit institutions and other foreign organizations performing banking activities ;

b) Clause 7 Article 1, clause 5 Article 2 of the Circular No. 14/2019/TT-NHNN dated August 30, 2019 of the Governor of the State Bank of Vietnam providing amendments to State Bank of Vietnam's Circulars on periodical reporting regime;

c) The Circular No. 11/2020/TT-NHNN dated November 02, 2020 of the Governor of the State Bank of Vietnam providing amendments to the Circular No. 24/2017/TT-NHNN dated December 29, 2017 of the Governor of the State Bank of Vietnam prescribing procedures for revocation of license and liquidation of assets of credit institutions and foreign bank branches, and procedures for revocation of license of representative offices of foreign credit institutions and other foreign organizations performing banking activities.

Article 27. Implementation organization

Heads of SBV’s affiliated units, credit institutions, foreign bank branches, representative offices in Vietnam of foreign credit institutions and foreign organizations performing banking activities, and relevant organizations and individuals are responsible for the implementation of this Circular./.

Bài viết liên quan