THE STATE BANK OFVIETNAM | | THE SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness |
No. 10/2018/TT-NHNN | | Hanoi, April 9, 2018 |
CIRCULAR
Prescribing the dossiers, order and procedures for approval of changes proposed by microfinance institutions[1]
Pursuant to the June 16, 2010 Law on the State Bank of Vietnam;
Pursuant to the June 16, 2010 Law on Credit Institutions;
Pursuant to the November 20, 2017 Law Amending and Supplementing a Number of Articles of the Law on Credit Institutions;
Pursuant to the November 26, 2014 Law on Enterprises;
Pursuant to the Government’s Decree No.16/2017/ND-CP of February 17, 2017, defining the functions, tasks, powers and organizational structure of the State Bank of Vietnam;
At the proposal of the Chief of the Banking Supervision Agency;
The Governor of the State Bank of Vietnam promulgates the Circular prescribing the dossiers, order and procedures for approval of changes proposed by microfinance institutions.
Chapter I
GENERAL PROVISIONS
Article 1.Scope of regulation
1. This Circular prescribes the dossiers, order and procedures for approval of changes proposed by microfinance institutions, including:
a/ Name, head-office location;
b/ Charter capital level;
c/ Operation contents, scope and duration;
d/ Trading in or transfer of owner’s contributed capital; trading in or transfer of contributed capital of capital-contributing members;
dd/ Cessation of business operation for 5 or more working days, except cessation of operation due toforce majeureevents.
2. The trading in or transfer of owner’s contributed capital, which leads to the change of the legal form of a microfinance institution must comply with regulations of the State Bank of Vietnam (below referred to as the State Bank) and relevant laws.
Article 2.Subjects of application
1. Microfinance institutions.
2. Organizations and individuals involved in the approval of changes proposed by microfinance institutions specified in this Circular.
Article 3.Compilation and submission of dossiers
1. Documents of microfinance institutions to propose the State Bank to approve the changes specified in this Circular shall be signed by lawful representatives of microfinance institutions. In case they are signed by authorized representatives, such a dossier must include a written authorization made in accordance with law.
2. A dossier proposing the State Bank to approve the changes specified in this Circular shall be made in 1 set in Vietnamese. Copies of papers, diplomas and written translations from foreign language(s) into Vietnamese in the dossier shall be certified in accordance with law.
3. If copies are not certified or are not duplicated from the master registers, upon submission of a dossier, the originals shall be produced for comparison; the comparer shall sign the copies for certification and take responsibility for the accuracy of the copies compared to the originals.
4. Dossiers and written notifications of microfinance institutions may be sent directly or by post to the State Bank.
Article 4.Written approvals
The approval of changes proposed by microfinance institutions shall be made in the following forms:
1. Decision amending and supplementing the establishment and operation license (below referred to as license) of the microfinance institution, for the cases specified at Points a, b and c, Clause 1, Article 1 of this Circular.
2. Written approval, for the cases specified at Points d and dd, Clause 1, Article 1 of this Circular.
Chapter II
SPECIFIC PROVISIONS
Section 1
Change of names, head-office locations; charter capital level; operation contents, scope and duration
Article 5.Change of names
1. A proposal dossier must comprise:
a/ The written proposal for approval of change of name, which must specify at least the following details: the name stated in the license; the proposed new name in accordance with naming regulations, and the reason for change;
b/ Decision of the Members’ Council adopting the change.
2. Order of carrying out the procedures for approval:
a/ A microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 30 days after receiving a complete and valid dossier, the State Bank shall issue a decision amending and/or supplementing the license of the microfinance institution; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
Article 6.Change of head-office locations
1. A proposal dossier must comprise:
a/ The written proposal for approval of change of head-office location, which must contain at least the following details:
(i) The location stated in the license;
(ii) The proposed new location, clearly stating the name of the building (for lease); house number, name of the street (alley), name of commune, ward, township, district, provincial town or centrally run city. The proposed new location must comply with the State Bank’s regulations on head offices;
(iii) The reason for change;
(iv) The head-office relocation plan, which must ensure uninterrupted operation;
b/ Decision of the Members’ Council adopting the change;
c/ Documents proving the microfinance institution’s rights to lawful use or ownership of the new head-office location.
2. The order of carrying out the procedures for approval:
a/ A microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and submit it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 30 days after receiving a complete and valid dossier, the State Bank shall issue a decision amending and/or supplementing the license of the microfinance institution; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
3. Within 12 months after the State Bank issues a decision amending and/or supplementing its license for change of head-office location, the microfinance institution shall operate at the new location. Past this time limit, if the microfinance institution fails to operate at the new location, such decision will be no longer effective.
4. At least 15 days before operating at the new location, the microfinance institution shall send a written notification on the projected date of operation at the new location to the State Bank branch in the province or centrally city where their head office is located. The microfinance institution may not operate at the new location if the head office fails to comply with the State Bank’s regulations on head offices.
5. If the change of address does not give rise to the change of head-office location, the microfinance institution shall send a written notification to the State Bank on the change of head-office address and request modification of its license.
Within 10 working days after receiving a written request of a microfinance institution, the State Bank shall issue a decision amending and/or supplementing the license regarding the change of head-office address of the microfinance institution.
Article 7.Change of operation contents and scope
1. A proposal dossier must comprise:
a/ The written proposal on change of operation contents and scope, which must contain at least the following details:
(i) The operation contents and scope proposed for approval;
(ii) The reasons and necessity of the change of operation contents and scope;
b/ The Members’ Council’s decision adopting the change of operation contents and scope;
c/ A scheme on implementation of the operation contents and scope, which must contain at least the following details: description of the changed operation contents and scope; implementation process; analysis of benefits and risk prevention and control measures; business plan; and implementation plan;
d/ Draft internal regulations on the process of professional operation to manage and control arising risks.
2. Order of carrying out the procedures for approval:
a/ A microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 30 days after receiving a complete and valid dossier, the State Bank shall issue a decision amending and/or supplementing the license of the microfinance institution; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
Article 8.Change of operation duration
1. A proposal dossier must comprise:
a/ The written proposal for approval of operation duration change, which must cover at least the following details:
(i) The operation duration stated in the license;
(ii) The projected new operation duration;
(iii) Reason for operation duration change;
b/ A general report on organizational and operation situation, stating:
(i) Assessment of operation results over the last 5 years, including major operations related to the structure of capital sources, use of capital and business results; the organization and operation of the administration, internal audit and internal control system;
(ii) The business objectives and plans for 3 subsequent years;
c/ The Members’ Council’s decision adopting the change of operation duration.
2. Order of carrying out the procedures for approval:
a/ At least 180 days before the expiration of its operation duration, a microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and submit it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 30 days after receiving a complete and valid dossier, the State Bank shall issue a decision amending and/or supplementing the license of the microfinance institution; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
Article 9.Change of charter capital level
1. A proposal dossier must comprise:
a/ The written proposal for approval of charter capital increase, covering at least the following details:
(i) The charter capital level stated in the license;
(ii) The projected charter capital increase;
(iii) The reason for and necessity of the charter capital increase;
(iv) Sources of funds used for the charter capital increase;
(v) The plan for and projected time of completion of the charter capital increase;
(vi) The proportion of contributed capital of the capital-contributing members (if the change of charter capital level leads to the change of proportion of contributed capital of the capital-contributing members);
(vii) The plan on the use of the increased charter capital in business operation; capability to manage, administer and control risks for new charter capital;
b/ The Members’ Council’s decision adopting the charter capital increase;
c/ Decision of the owners or document of capital-contributing members adopting the increase of charter capital of the microfinance institution;
d/ In case of charter capital increase by the owner or capital-contributing members, besides the documents specified at Points a, b and c of this Clause, the following documents are also required:
(i) Document of the owner or capital-contributing members committing to use lawful funds for the addition of capital under the charter capital increase scheme of the microfinance institution;
(ii) The written certification by the State Bank’s Operations Center or branch in the locality where the microfinance institution is headquartered of the deposit of increased capital amount in its blocked account;
dd/ In case of charter capital increase as a result of capital contribution by new members, in addition to the documents specified at Points a, b, c and d of this Clause, the microfinance institution shall add the dossiers on their new capital-contributing members like those on their founding members under the State Bank’s regulations on licensing, organization and operation of microfinance institutions.
2. Order of carrying out the procedures for approval:
a/ A microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 30 days after receiving a complete and valid dossier, the State Bank shall issue a decision amending and/or supplementing the license of the microfinance institution; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
Section 2
Trading in and transfer of contributed capital
Article 10.Trading in and transfer of contributed capital among current capital-contributing members of microfinance institutions being limited liability companies with two or more members
1. A proposal dossier must comprise:
a/ The written proposal for approval of the trading in or transfer of contributed capital, clearly stating:
(i) Names and head-office addresses of the seller and buyer or transferor and transferee; proportion of contributed capital trading or transfer; the ownership ratio and value of the contributed capital of capital-contributing members before and after the trading in or transfer of contributed capital;
(ii) The reason for the trading or transfer;
(iii) Projected time of the trading or transfer;
b/ The Members’ Council’s decision adopting the trading in or transfer of contributed capital;
c/ The written commitment of the buyer or transferee on the lawfulness of funds used for the contributed capital purchase or acquisition;
d/ The written commitment to trading in or transfer of contributed capital between the seller and buyer or the transferor and transferee.
2. Order of carrying out the procedures for approval:
a/ A microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 30 days after receiving a complete and valid dossier, the State Bank shall consider and approve the proposal of the microfinance institution for trading in or transfer of contributed capital; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
3. Within 30 days after the State Bank issues the written approval, the parties involved in the trading or transfer shall complete the trading in or transfer of contributed capital. Past this time limit, if they fail to complete the trading in or or transfer of contributed capital, the State Bank’s written approval will be no longer effective.
Within 5 working days after completing the trading in or transfer of contributed capital, the microfinance institution shall send to the State Bank a written notification on the completion of the trading in or transfer of contributed capital.
Within 10 working days after receiving the microfinance institution’s written notification on the completion of the trading in or transfer of contributed capital, the State Bank shall issue a decision modifying the license of the microfinance institution.
Article 11.Trading in, transfer of, contributed capital between current capital-contributing members and new capital-contributing members (buyers or transferees) of microfinance institutions being limited liability companies of two or more members
1. A proposal dossier must comprise:
a/ The written proposal for approval of the trading in or transfer of contributed capital, clearly stating:
(i) Names, head-office addresses of the seller and buyer, transferor and transferee; the proportion of traded or transferred contributed capital; ownership ratio and value of contributed capital of capital-contributing members before and after the trading in or transfer of contributed capital;
(ii) Reason for the trading or transfer;
(iii) Projected time of the trading or transfer;
b/ The Members’ Council’s decision adopting the trading in or transfer of contributed capital;
c/ The written commitment on trading in or transfer of contributed capital between the current capital-contributing member and new capital-contributing member;
d/ The written commitment of the buyer or transferee to use lawful funds for the purchase or transfer of contributed capital;
dd/ Documents and materials proving the satisfaction of the conditions on capital-contributing members and contributed capital ownership ratio according to the State Bank’s regulations on licensing and organization and operation of microfinance institutions, including:
(i) Dossier on the new capital-contributing member being an organization:
- Establishment license or enterprise registration certificate or equivalent document;
- Charter of the organization;
- Written authorization of the contributed-capital representative at the microfinance institution as prescribed by law;
- Curriculum vitae of the contributed-capital representative, made according to the form in Appendix No. 01 to this Circular, and criminal record as prescribed by law (both expunged and unexpunged convictions);
- Copies of the people’s identity cards or citizen identity cards or passports of the lawful representative of the organization and contributed-capital representative at the microfinance institution;
- Independently audited financial statement of the year preceding the year of dossier submission and the latest financial statement (mid-year financial statement or annual financial statement not yet independently audited) by the time of submitting the dossier proposing the acquisition of contributed capital (for new capital-contributing members being enterprises);
- Report on the operation in 2 consecutive years preceding the year of dossier submission (for new capital-contributing members other than enterprises);
- Document of a competent authority of the country of origin containing information on the observance of the law on banking and other laws within 5 consecutive years preceding the year of submitting the dossier of proposal for purchase or acquisition of contributed capital (for new capital-contributing members being foreign banks);
- Written declaration on affiliated persons of the organization, made according to the form in Appendix No. 2 to this Circular;
(ii) Dossier on the new capital-contributing member being an individual:
- Curriculum vitae, made according to the form in Appendix No. 01 to this Circular, and criminal records as prescribed by law;
- Copy of his/her people’s identity card or citizen identity card or passport;
- A list of his/her affiliated persons, made according to the form in Appendix No. 2 to this Circular.
2. Order or carrying out the procedures for approval:
a/ A microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 30 days after receiving a complete and valid dossier, the State Bank shall consider and approve the proposal of the microfinance institution for trading in or transfer of contributed capital; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
3. Within 30 days after the State Bank issues the written approval, the parties involved in the trading or transfer shall complete the trading in or transfer of contributed capital. Past this time limit, if they fail to complete the trading in or transfer of contributed capital, the State Bank’s written approval will be no longer effective.
Within 5 working days after completing the trading in or transfer of contributed capital, the microfinance institution shall send to the State Bank a written notification on the completion of the trading in or transfer of contributed capital.
Within 10 working days after receiving the microfinance institution’s written notification on the completion of the trading in or transfer of contributed capital, the State Bank shall issue a decision modifying the license of the microfinance institution.
Article 12.Trading in and transfer of contributed capital of owners of microfinance institutions being single-member limited liability companies
1. A proposal dossier must comprise:
a/ The written proposal for approval of the trading in or transfer of contributed capital, clearly stating:
(i) Names and head-office addresses of the seller and buyer or transferor and transferee;
(ii) Reason for the trading or transfer;
(iii) Projected time of the trading or transfer.
b/ The Members’ Council’s decision adopting the trading in or transfer of contributed capital;
c/ The written proposal for the purchase or acquisition of contributed capital, signed by the lawful representative of the buyer or transferee;
d/ The written commitment of the buyer or transferee to use lawful funds for the purchase or acquisition of contributed capital of the microfinance institution;
dd/ The written commitment on the trading in or transfer of contributed capital between the microfinance institution owner and the buyer or transferee;
e/ Dossiers proving the satisfaction of the conditions on owners by the contributed-capital buyer or transferee under the State Bank’s regulations on licensing, organization and operation of microfinance institutions.
2. Order of carrying out the procedures for approval:
a/ A microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 30 days after receiving a complete and valid dossier, the State Bank shall consider and approve the proposal of the microfinance institution for trading in or transfer of contributed capital; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
3. Within 30 days after the State Bank issues the written approval, the parties involved in the trading or transfer shall complete the trading in or transfer of contributed capital and send to the State Bank a written notification on completion of the trading or transfer. Past this time limit, if they fail to complete the trading in or transfer of contributed capital, the State Bank’s written approval will be no longer effective.
Within 5 working days after completing the trading in or transfer of contributed capital, the microfinance institution shall send to the State Bank a written notification on the completion of the trading in or transfer of contributed capital.
Within 10 working days after receiving the microfinance institution’s written notification on the completion of the trading in or transfer of contributed capital, the State Bank shall issue a decision modifying the license of the microfinance institution.
Section 3
Cessation of business operation for 5 or more working days, except operation cessation due toforce majeureevents
Article 13.Cessation of business operation for 5 or more working days, except operation cessation due toforce majeureevents
1. A dossier must comprise:
a/ The written proposal for approval of cessation of business operation, which must cover at least the following details:
(i) The projected number of days and time of cessation of business operation;
(ii) Reason for the cessation of business operation;
b/ The Members’ Council’s decision adopting the cessation of business operation;
c/ Documents proving the necessity of the cessation of business operation;
d/ The plan on handling of risks arising from the cessation of business operation, including tentative measures to minimize impacts of the business operation cessation on the rights and interests of clients.
2. Order of carrying out the procedures for approval:
a/ At least 60 days before the projected date of business operation cessation, a microfinance institution shall compile a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If the dossier is incomplete, the State Bank shall, within 3 working days after receiving the dossier, issue an official letter requesting the microfinance institution to supplement the dossier;
b/ Within 25 days after receiving a complete and valid dossier, the State Bank shall issue a written approval of the business operation cessation for 5 or more working days of the microfinance institution; in case of refusal, the State Bank shall issue a written reply, clearly stating the reason.
3. After receiving the State Bank’s written approval of business operation cessation, the microfinance institution shall, at least 3 working days before the cessation of its business operation, notify such to its clients, post up the time of and reason for business operation cessation at its head office and transaction bureaus.
Chapter III
RESPONSIBLITIES OF RELATED UNITS
Article 14.Responsibilities of the Banking Supervision Agency
1. To receive dossiers, appraise them and report on microfinance institutions’ changes specified in this Circular to the State Bank Governor for consideration and decision.
2. To propose the State Bank Governor to issue official letters to consult:
a/ Provincial-level People’s Committees of the localities where microfinance institutions wish to move to regarding the change of head-office locations of microfinance institutions if the new locations are outside the provinces or centrally run cities where the microfinance institutions are currently headquartered;
b/ Provincial-level People’s Committees of the localities where microfinance institutions are headquartered regarding the trading in or transfer of the owner’s contributed capital.
3. To consult the State Bank branches in the localities where microfinance institutions are headquartered in the following cases:
a/ Change of names, head-office addresses of microfinance institutions;
b/ Change of operation duration of microfinance institutions;
c/ Trading in or transfer of contributed capital of owners of microfinance institutions.
4. To notify the written approvals and decisions amending and/or supplementing licenses with regard to changes made by microfinance institutions to the State Bank branches in the localities where the microfinance institutions are headquartered.
Article 15.Responsibilities of State Bank branches
1. To examine the satisfaction of all conditions on head offices upon receiving written notifications of microfinance institutions on the projected starting date of their operation at their new locations before the microfinance institutions operate thereat.
2. To give comments at the request of the Banking Supervision Agency on change of operation duration and the trading in and transfer of contributed capital of owners of microfinance institutions.
Article 16.Responsibilities of microfinance institutions
1. To be accountable before law for the accuracy and adequacy of information provided in their dossiers.
2. Upon receiving approval of one or a number of the contents specified in Clause 1, Article 1 of this Circular, microfinance institutions shall:
a/ Amend and supplement their charters in conformity with the approved changes;
b/ Register with competent state agencies the changed contents in accordance with law;
c/ Post on the State Bank’s portal and publicly at their head offices and announce on a daily newspaper for 3 consecutive issues or an e-paper of Vietnam the changes specified at Points a, b and c, Clause 1, Article 1 of this Circular within 7 working days after obtaining the approval from the State Bank.
Chapter IV
IMPLEMENTATION PROVISIONS
Article 17.Transitional provisions
Microfinance institutions which have submitted valid dossiers proposing approval of change of one or a number of contents specified in Clause 1, Article 1 of this Circular before this Circular takes effect in accordance with the regulations effective at the time of submission, may continue implementing such regulations or modify and supplement the dossiers under the provisions of this Circular.
Article 18.Effect
1. This Circular takes effect on June 1, 2018.
2. From the effective date of this Circular, the following regulations will cease to be effective:
a/ The State Bank Governor’s Circular No. 02/2008/TT-NHNN of April 2, 2008, guiding the implementation of the Government’s Decree No. 28/2005/ND-CP of March 9, 2005, on organization and operation of small financial organizations in Vietnam, and Decree No. 165/2007/ND-CP of November 15, 2007, amending, supplementing or annulling a number of articles of Decree No. 28/2005/ND-CP of March 9, 2005, on organization and operation of small financial organizations in Vietnam;
b/ Article 9 of the State Bank Governor’s Circular No. 24/2011/TT-NHNN of August 31, 2011, on the implementation of schemes on simplification of administrative procedures related to the establishment and operation of banks under the Government’s resolutions on simplification of administrative procedures within the scope of management of the State Bank.
Article 19.Organization of implementation
The Chief of the Office, the Chief of the Banking Supervision Agency, and heads of units attached to the State Bank, directors of provincial-level branches of the State Bank, and chairpersons of the Members’ Councils and directors general (directors) of microfinance institutions shall organize the implementation of this Circular.-
For the Governor of the State Bank
Deputy Governor
NGUYEN DONG TIEN
Vietnamese
Circular 10/2018/TT-NHNN DOC (Word)
Circular 10/2018/TT-NHNN PDF (Original)
