Circular 11/2026/TT-NHNN decentralization of administrative procedures in credit information and amendments to circulars on banking establishment and operation

CIRCULAR

On decentralization of the handling of administrative procedures in the field of credit information and amendments to a number of articles of Circulars concerning the reduction, simplification and decentralization of the handling of administrative procedures in the field of banking establishment and operation

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12;

Pursuant to the Law on Credit Institutions No. 32/2024/QH15, as amended and supplemented by Law No. 96/2025/QH15;

Pursuant to the Government’s Decree No. 26/2025/ND-CP providing for the functions, tasks, powers and organizational structure of the State Bank of Vietnam;

At the proposal of the Director General of the Department of Banking System Safety;

The Governor of the State Bank of Vietnam promulgates the Circular on decentralization of the handling of administrative procedures in the field of credit information and amendments to a number of Articles of Circulars concerning the reduction, simplification and decentralization of the handling of administrative procedures in the field of banking establishment and operation.

Chapter I

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 38/2014/TT-NHNN PROVIDING FOR DOSSIERS, ORDER AND PROCEDURES FOR APPROVING THE FOREIGN INVESTOR’S PURCHASE OF SHARES OF VIETNAMESE CREDIT INSTITUTIONS, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 48/2025/TT-NHNN

Article 1. To amend, supplement and annul a number of clauses of Article 5

1. To amend and supplement Clause 7 as follows:

“7. Where a Vietnamese credit institution issues privately placed shares to a foreign investor to increase its charter capital, the dossier shall additionally comprise the following components:

a) Registration for private placement of shares under regulations;

b) Written agreement of sale and purchase of shares between the Vietnamese credit institution and the foreign investor.”.

2. To annul Clause 9.

Article 2. To annul Point d, Clause 1, Article 8

Article 3. To amend and supplement Clause 3, Article 12 as follows:

“3. Within 19 working days from the date of full receipt of a valid dossier, the State Bank shall consider approving or refusing to approve in writing the foreign investor’s purchase of shares. In case of refusal, the State Bank must specify the reasons in writing.”.

Chapter II

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 34/2024/TT-NHNN ON RENEWAL OF LICENSES, ADDITION OF OPERATION CONTENTS TO LICENSES AND ORGANIZATION, OPERATION OF COMMERCIAL BANKS, FOREIGN BANK BRANCHES, VIETNAM-BASED REPRESENTATIVE OFFICES OF FOREIGN CREDIT INSTITUTIONS AND OTHER FOREIGN INSTITUTIONS ENGAGED IN BANKING ACTIVITIES, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 66/2025/TT-NHNN

Article 4. To amend, supplement and annul a number of clauses of Article 9

1. To amend and supplement Point b, Clause 1 as follows:

“b) List of operation contents together with information on the current License and written approvals.”.

2. To annul Point dd(i), Clause 2.

Article 5. To amend and supplement Point c, Clause 2, Article 11 as follows:

“c) Within 20 days from the date of receiving a complete and valid dossier, the State Bank Branch shall issue a decision on amendment and supplementation of the License with respect to the changed contents of the foreign representative office. Concurrently, it shall send a written notification to the State Bank Branch where the foreign representative office is headquartered (in the case where the new location falls outside the management area of the State Bank Branch where the foreign representative office is currently headquartered). In case of refusal, the State Bank Branch shall reply in writing and clearly state the reason.”.

Chapter III

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 56/2024/TT-NHNN SPECIFYING DOSSIERS AND PROCEDURES FOR FIRST-TIME GRANT OF LICENSES FOR COMMERCIAL BANKS, FOREIGN BANK BRANCHES AND FOREIGN REPRESENTATIVE OFFICES, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 12/2025/TT-NHNN

Article 6. To amend and supplement Clause 2, Article 6 as follows:

“2. In case its license is lost, torn, burned or otherwise destroyed, the commercial bank, foreign bank branch or foreign representative office shall send a written request clearly stating the reason by post or directly to the State Bank (the single-window section) for the latter to consider issuing a copy of the license from the original in accordance with law and in conformity with the competence specified in Article 5 of this Circular.

Within 02 working days after receiving the written request, the State Bank shall issue a copy from the original to the commercial bank, foreign bank branch or foreign representative office.”.

Article 7. To amend and supplement Point b, Clause 2, Article 7 as follows:

“b) Within 30 days from the date of sending the notice of receipt of a complete and valid dossier, the State Bank’s branch shall grant a license in accordance with regulations. In case of refusal to grant a license, the State Bank’s branch shall send a written reply to the foreign credit institution or other foreign organization engaged in banking activities, clearly stating the reason for refusal.”.

Article 8. To amend and supplement Point b, Clause 4, Article 11 as follows:

“b) For proposed personnel not holding the Vietnamese citizenship: a criminal records certificate or a document of equivalent validity (containing sufficient information on the status of criminal records and information on prohibition from holding positions and establishing and managing enterprises or cooperatives) issued by a competent foreign agency in accordance with regulations. In the case where the criminal records certificate or document of equivalent validity issued by a competent foreign agency does not contain information on prohibition from holding positions and establishing and managing enterprises or cooperatives, the head of the Preparatory Board shall provide a written explanation for the absence of such information and commit to taking responsibility before law for the fact that the proposed personnel are other than those prohibited from holding positions under the Law on Credit Institutions;

The criminal records certificate or document of equivalent validity specified at this Point must be issued by a competent agency no more than 06 months before the date of submission of the dossier of application for a license;”.

Article 9. To amend and supplement a number of Points of Clause 3, Article 12

1. To amend and supplement Point a(iii), Clause 3 as follows:

“(iii) In addition to the above-mentioned documents, the founding shareholder shall submit the following documents:

- Curriculum vitae, made according to the form provided in Appendix No. 07 to this Circular;

- Financial statements for 3 years preceding the year in which the founding shareholder submits the dossier of application for a license of the enterprise under his/her management or a certified copy of the university or higher degree in finance, banking, economics, business administration, law, accounting or audit;

- A list of assets each valued at VND 100 million or more, debts and supporting documents, made according to the form provided in Appendix No. 12 to this Circular;”.

2. To amend and supplement Point b(vii), Clause 3 as follows:

“(vii) In addition to the above-mentioned documents, the founding shareholder shall submit the following documents:

- Curriculum vitae of the representative of the contributed capital, made according to the form provided in Appendix No. 07 to this Circular; criminal records certificate or document of equivalent validity of the representative of the contributed capital not holding the Vietnamese citizenship, issued by a competent foreign agency under regulations, which must have sufficient information on the status of criminal records;

- Financial statements for 5 consecutive years preceding the year in which the founding shareholder submits the dossier of application for a license which have been independently audited by the auditing unit on the list of auditing units qualified to provide audit services as announced by a competent agency and having no qualified opinion of the auditing unit. In the case where at the time of submission of the dossier of application for a license, there are no audited financial statements, the unaudited financial statements may be submitted but the audited financial statements shall be submitted immediately after the auditing unit issues the audit report and the founding shareholder shall take responsibility for contents of the submitted financial statements;

- A competent agency’s document permitting the contribution of capital for the establishment of the bank, in the case where the organization is a state enterprise;”.

Article 10. To amend and supplement Clause 3, Article 13 as follows:

“3. A dossier for a founding member of a joint-venture bank being a Vietnamese commercial bank or a non-bank enterprise must comprise the documents specified at Point b, Clause 3, Article 12 of this Circular, except the following dossier components: application for share purchase; charter of the organization being a commercial bank; and financial statements of the Vietnamese commercial bank for 5 consecutive years preceding the year in which the dossier of application for a license is submitted which have been independently audited by the auditing unit on the list of auditing units qualified to provide audit services as announced by a competent agency and having no qualified opinion of the auditing unit.”.

Article 11. To amend and supplement Point a(ii), Clause 1, Article 22 as follows:

“(ii) To appraise the dossier (with a written request sent to the agency managing the criminal records database for provision of information related to criminal records of relevant individuals in the case where information related to criminal records cannot be extracted from the national database or specialized database, or the extracted information is incomplete) and send a written request for appraisal enclosed with the dossier to members of the Appraisal Council for consideration. The written request for appraisal must clearly state the appraisal results and the proposed opinion on the grant of a license;”.

Article 12. To amend and supplement Appendix No. 04

To add the following paragraph at the end of Appendix No. 04:

“- Financial statements of the Vietnamese commercial bank being a founding member of the joint-venture bank for 5 consecutive years preceding the year in which the dossier of application for a license is submitted which have been independently audited and having no qualified opinion of the auditing unit.”.

Chapter IV

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 57/2024/TT-NHNN PRESCRIBING DOSSIERS AND PROCEDURES FOR THE FIRST-TIME GRANT OF LICENSES FOR NON-BANK CREDIT INSTITUTIONS, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 12/2025/TT-NHNN

Article 13. To amend and supplement Clause 2, Article 6 as follows:

“2. In the case where the license is lost, torn, burnt or otherwise destroyed, the non-bank credit institution must submit a written request clearly stating the reason by postal service or directly to the Regional Branch of the State Bank of Vietnam (the Single-Window Section) for consideration of issuance of a copy of the license from the original in accordance with law.

Within 02 working days from the date of receipt of the written request, the State Bank shall re-issue a copy of the license from the original to the non-bank credit institution.”.

Article 14. To amend and supplement Point b, Clause 5, Article 11 as follows:

“b) For proposed personnel not holding the Vietnamese citizenship: criminal records certificate or document of equivalent validity (containing full information on criminal record status; information on prohibition from holding positions and establishing and managing enterprises or cooperatives) issued by a competent foreign agency in accordance with regulations. In the case where the criminal records certificate or document of equivalent validity issued by a competent foreign agency does not contain information on prohibition from holding positions and establishing and managing enterprises or cooperatives, the head of the Preparatory Board must provide a written explanation that no competent agency of the country issuing the criminal records certificate or document of equivalent validity provides such information and commit to taking responsibility before law for the fact that the proposed personnel of the governance, control and executive apparatus are other than those prohibited from holding positions and establishing and managing enterprises or cooperatives as prescribed in the Law on Credit Institutions;

The criminal records certificate or document of equivalent validity specified at this Point must be issued by a competent agency no more than 06 months before the time the non-bank credit institution submits the dossier of application for the license;”.

Article 15. To amend and supplement a number of Points of Clause 3, Article 12

1. To amend and supplement Point a(iii), Clause 3 as follows:

“(iii) In addition to the above-mentioned dossier components, the founding shareholder shall submit the following documents:

- Curriculum vitae made according to the form provided in Appendix No. 06 to this Circular;

- Declaration of information on the individual’s credit relationship history made according to the form provided in Appendix No. 11 to this Circular;

- Financial statements of the enterprise of which the founding shareholder is a manager for at least 03 (three) consecutive years preceding the year in which the dossier of application for the license is submitted or copies of university or postgraduate degrees in finance, banking, economics, business administration, law, accounting or audit;”.

2. To amend and supplement Point b(vi), Clause 3 as follows:

“(vi) In addition to the above-mentioned dossier components, the founding shareholder shall submit the following documents:

- Curriculum vitae of the person designated to represent the contributed capital portion, made according to the form provided in Appendix No. 06 to this Circular;

- Criminal records certificate or document of equivalent validity of the person not holding the Vietnamese citizenship who is designated to represent the organization’s contributed capital portion in the non-bank credit institution, issued by a competent foreign authority in accordance with regulations and containing full information on criminal record status;

- Declaration of information on the organization’s credit relationship history made according to the form provided in Appendix No. 12 to this Circular;

- Financial statements for 03 years preceding the year in which the dossier of application for the license is submitted, audited by an auditing enterprise included in the list of auditing enterprises eligible to provide audit services as announced by a competent agency and having no qualified opinion of the auditing unit. In the case where the audited financial statements of the preceding year are not available at the time of submitting the dossier of application for a license, unaudited financial statements shall be submitted and the audited financial statements must be submitted immediately after the auditing organization issues the audit report, and the applicant shall be held accountable for the contents of the submitted financial statements;

- Report on the financial capability for capital contribution to establish the non-bank credit institution of the organization other than a commercial bank, made according to the form provided in Appendix No. 13 to this Circular;

- Documents proving satisfaction of conditions regarding fulfillment of tax and social insurance obligations: Written commitment to fully fulfill tax and social insurance obligations of the organization according to Appendix No. 14 to this Circular; written confirmation issued by the tax office regarding fulfillment of tax obligations to the state budget; written document issued by the social insurance authority providing information on the organization’s payment of social insurance.”.

Article 16. To amend and supplement a number of Points and Clauses of Article 13

1. To amend and supplement Point c, Clause 6 as follows:

“c) Curriculum vitae made according to the form provided in Appendix No. 06 to this Circular. Criminal records certificate or document of equivalent validity of the person not holding the Vietnamese citizenship who is designated to represent the Vietnamese commercial bank’s contributed capital portion in the non-bank credit institution, which is issued by a competent foreign agency in accordance with regulations and must contain full information on criminal record status and information on prohibition from establishing enterprises; in case the criminal records certificate or document of equivalent validity issued by a competent foreign agency does not contain information on prohibition from establishing enterprises, the legal representative of the Vietnamese commercial bank must provide a written explanation regarding the absence of information on prohibition from establishing enterprises in the criminal records certificate or document of equivalent validity issued by the foreign agency and commit to taking responsibility before law for the fact that the person designated to represent the Vietnamese commercial bank’s contributed capital portion in the non-bank credit institution is other than those prohibited from holding positions as prescribed in the Law on Credit Institutions.”.

2. To amend and supplement Point a(ii), Clause 7 as follows:

“(ii) Criminal records certificate or document of equivalent validity of the person not holding the Vietnamese citizenship who is designated to represent the organization’s contributed capital portion in the non-bank credit institution, which is issued by a competent foreign agency in accordance with regulations and must contain full information on criminal record status and information on prohibition from holding positions and establishing and managing enterprises. In the case where the criminal records certificate or document of equivalent validity issued by a competent foreign agency does not contain information on prohibition from holding positions and establishing and managing enterprises, the head of the Preparatory Board must provide a written explanation that no competent agency of the country issuing the criminal records certificate or document of equivalent validity provides such information and commit to taking responsibility before law for the fact that the personnel are other than those prohibited from holding positions and establishing and managing enterprises as prescribed in the Law on Credit Institutions;”.

Article 17. To amend and supplement Point a, Clause 1, Article 14 as follows:

“a) To act as the focal point for receipt of dossiers and coordination with relevant units of the State Bank and the Regional Branch of the State Bank of Vietnam where the non-bank credit institution proposed for establishment intends to locate its head office (hereinafter referred to as the State Bank branch) in appraising dossiers of application for the first-time grant of the license; to send a written request to the agency managing the criminal records database for provision of information related to criminal records of relevant individuals in the case where information related to criminal records cannot be extracted from the national database or specialized database, or the extracted information is incomplete; to submit to the Governor of the State Bank for sending written requests for opinions to the People’s Committee of the province or centrally-run city where the non-bank credit institution intends to locate its head office and the Ministry of Public Security (if necessary); to submit to the Governor of the State Bank for in-principle approval or disapproval of establishment of the non-bank credit institution; to submit to the Governor of the State Bank for grant or refusal to grant the license to the non-bank credit institution;”.

Chapter V

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 62/2024/TT-NHNN DEFINING THE CONDITIONS, DOSSIERS AND PROCEDURES FOR APPROVING THE REORGANIZATION OF COMMERCIAL BANKS AND NON-BANK CREDIT INSTITUTIONS, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 26/2025/TT-NHNN AND CIRCULAR NO. 69/2025/TT-NHNN

Article 18. To amend and supplement Clause 2, Article 10

“2. A dossier of request for approval for merger shall include:

a) A written request of the credit institution receiving the merger, which at least includes the following contents:

(i) Request for approval for merger and changes in charter capital;

(ii) Request for approval for other contents (if any);

(iii) Clarification of modifications in comparison with the merger project submitted to the Governor of the State Bank for in-principle approval for merger (if any);

(iv) Commitment of the credit institution receiving the merger that the post-merger credit institution shall comply with Clause 2, Article 9 of this Circular;

b) Dossier of request for approval by the State Bank prescribed at Point a(ii) of this Clause in accordance with the State Bank’s regulations and relevant law regulations;

c) Documents of authorities with deciding competence for the credit institutions engaging in merger approving the modifications to the merger project and other issues related to the merger (if any).”.

Article 19. To amend and supplement Clause 2, Article 11

“2. A dossier of request for approval for consolidation shall include:

a) A written request of the representative credit institution, which at least includes the following contents:

(i) Request for approval for consolidation;

(ii) Request for approval for other contents (if any);

(iii) Modifications in comparison with the consolidation project submitted to the Governor of the State Bank for in-principle approval for consolidation (if any);

(iv) Commitment of the representative credit institution that the post-consolidation credit institution shall comply with Clause 2 Article 9 of this Circular;

b) Dossier of request for approval by the State Bank prescribed at Point a(ii) of this Clause in accordance with the State Bank’s regulations and relevant law regulations;

c) Charter of the post-consolidation credit institution approved by the authority with deciding competence for the post-consolidation credit institution;

d) Documents of authorities with deciding competence for the consolidated credit institutions approving the modifications to the consolidation project and other issues related to the consolidation (if any);

dd) Documents of the authority with deciding competence for the post-consolidation credit institution regarding:

(i) Approval of the Charter; election and appointment of members of the Board of Directors, the Members’ Council and the Supervisory Board; regulations on organization and operation of the Board of Directors, the Members’ Council and the Supervisory Board of the post-consolidation credit institution and other issues related to the post-consolidation credit institution;

(ii) Election of the Chairperson of the Board of Directors, the Chairperson of the Members’ Council; election of the Head of the Supervisory Board;

(iii) Appointment of the General Director (Director), Deputy General Director (Deputy Director) and Chief Accountant;

e) Internal regulations on organization and operation of the post-consolidation credit institution prescribed at Point i, Clause 1 of this Article which have been approved by the authority with deciding competence for the post-consolidation credit institution.”.

Article 20. To amend and supplement Clause 2, Article 17

“2. A dossier of request for approval for conversion of legal form shall include:

a) A written request of the credit institution, which at least includes the following contents:

(i) Request for approval for conversion of legal form;

(ii) Request for approval for other contents (if any);

(iii) List, amount and ratio of capital contributions of capital-contributing members, founding shareholders, major shareholders, strategic shareholders and foreign investor shareholders of the credit institution undergoing conversion of legal form;

b) Dossier of request for approval by the State Bank prescribed at Point a(ii) of this Clause in accordance with the State Bank’s regulations and relevant law regulations;

c) Charter of the credit institution undergoing conversion of legal form approved by the authority with deciding competence for such credit institution;

d) Documents of the authority with deciding competence for the conversed credit institution approving the modifications to the plan for conversion of legal form and other issues related to the conversion of legal form (if any);

dd) Document of the conversed credit institution clearly stating the modifications in comparison with the plan for conversion of legal form submitted to the Governor of the State Bank for in-principle approval for conversion of legal form (if any);

e) Documents of the authority with deciding competence for the credit institution undergoing conversion of legal form regarding:

(i) Approval of the Charter; election and appointment of members of the Board of Directors, the Members’ Council and the Supervisory Board; regulations on organization and operation of the Board of Directors, the Members’ Council and the Supervisory Board of the credit institution undergoing conversion of legal form and other issues related to the credit institution undergoing conversion of legal form;

(ii) Election of the Chairperson of the Board of Directors, the Chairperson of the Members’ Council; election of the Head of the Supervisory Board; appointment of the Chairperson and members of the Members’ Council and members of the Supervisory Board;

(iii) Appointment of the General Director (Director), Deputy General Director (Deputy Director) and Chief Accountant;

g) Internal regulations on organization and operation of the credit institution undergoing conversion of legal form prescribed at Point e, Clause 1 of this Article which have been approved by the authority with deciding competence for the credit institution undergoing conversion of legal form;

h) In addition to the dossiers prescribed at Points a, b, c, d, dd, e and g of this Clause, a credit institution conversed from a limited liability company into a joint-stock company shall additionally submit the following dossiers:

(i) Report on results of share offering and confirmation issued by the bank or foreign bank branch where the escrow account is opened regarding the amount collected from the offering; document of the State Securities Commission confirming receipt of the report on results of the share offering in case of initial public offering for conversion of a limited liability company into a joint-stock company; or transfer contract or documents proving completion of transfer in case of transfer of capital contribution portions; documents proving capital contribution of new shareholders in case of admission of new shareholders;

(ii) Dossiers of founding shareholders (if any), major shareholders and strategic shareholders of the credit institution undergoing conversion of legal form shall comply with dossiers applicable to founding shareholders establishing credit institutions in accordance with the State Bank’s regulations on dossiers and procedures for first-time grant of Licenses for credit institutions;

(iii) Dossiers of shareholders and strategic shareholders being foreign investors of the credit institution undergoing conversion of legal form shall comply with the State Bank’s regulations on dossiers and procedures for approval of foreign investors’ purchase of shares of Vietnamese credit institutions;

i) In addition to the dossiers prescribed at Points a, b, c, d, dd, e and g of this Clause, a credit institution conversed from a single-member limited liability company into a limited liability company with two or more members and vice versa, or conversed from a joint-stock company into a limited liability company, shall additionally submit the following dossiers:

(i) Contract on transfer of capital contribution portions or agreement on investment capital contribution or documents certifying completion of capital transfer;

(ii) Document of the conversed credit institution certifying the status of capital-contributing members of the credit institution undergoing conversion of legal form;

(iii) Dossiers of owners, transferee capital-contributing members and new capital-contributing members of the credit institution undergoing conversion of legal form shall comply with dossiers applicable to owners and founding members establishing credit institutions in accordance with the State Bank’s regulations on dossiers and procedures for first-time grant of licenses for credit institutions.”.

Article 21. To annul Clause 6, Article 22

Article 22. To amend and supplement Clause 3, Article 24

“3. Within 21 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval for conversion of the type of non-bank credit institution according to the form provided in Appendix 07 issued together with this Circular; amend and supplement the license for establishment and operation of the non-bank credit institution and approve other contents (if any). In case of refusal, the State Bank shall issue a written response clearly stating the reasons.”.

Article 23. To amend and supplement Appendix 03

To add the following paragraph at the end of Appendix 03:

“- Financial statements for 03 years preceding the year of submission of the dossier of request for conversion of type, audited by an independent audit organization and having no qualified opinion of the auditing unit.”.

Chapter VI

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 63/2024/TT-NHNN DEFINING DOSSIERS AND PROCEDURES FOR REVOCATION OF LICENSES AND LIQUIDATION OF ASSETS OF CREDIT INSTITUTIONS AND FOREIGN BANK BRANCHES; AND DOSSIERS AND PROCEDURES FOR REVOCATION OF LICENSES OF VIETNAM-BASED REPRESENTATIVE OFFICES OF FOREIGN CREDIT INSTITUTIONS AND OTHER FOREIGN ORGANIZATIONS ENGAGED IN BANKING ACTIVITIES, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 24/2025/TT-NHNN AND CIRCULAR NO. 48/2025/TT-NHNN

Article 24. To amend, supplement and annul a number of points and clauses of Article 8

1. To annul Point dd, Clause 2.

2. To amend and supplement Clause 9 as follows:

“9. Revocation of licenses:

a) Within 30 days from the date of receipt of the document from the Liquidation Supervision Group prescribed at Points c and d, Clause 8 of this Article, the State Bank shall take one of the following measures:

(i) Issuing a decision on termination of liquidation and a decision on revocation of the license for the cases prescribed in Clauses 1 and 2, Article 17 of this Circular;

(ii) Issuing a decision on termination of the liquidation of the credit institution in order to carry out bankruptcy procedures in accordance with law for the case prescribed in Clause 3, Article 17 of this Circular;

(iii) Issuing a written request for the credit institution or foreign bank branch to report and explain matters requiring clarification related to the asset liquidation process (if any);

b) Within 10 days from the date the State Bank issues the written request prescribed at Point a(iii) of this Clause, the credit institution or foreign bank branch shall send reports and explanations to the State Bank or the State Bank’s branch according to the competence prescribed in Article 4 of this Circular;

c) Within 10 days from the date of receipt of the reports and explanations of the credit institution or foreign bank branch prescribed at Point b of this Clause, the State Bank shall consider and decide in accordance with Point a(i) or Point a(ii) of this Clause.”.

Article 25. To amend and supplement Clause 3, Article 16

“3. Within 14 working days from the date of receipt of the document from the Liquidation Council or the Liquidation Supervision Group prescribed in Clause 2 of this Article, the State Bank shall issue a written approval or disapproval of the request for extension of the liquidation period.”.

Article 26. To amend and supplement Point b, Clause 1, Article 22

“b) Within 14 working days from the date of receipt of a complete and valid dossier prescribed at Point a of this Clause, the State Bank’s branch shall:

(i) Issue a decision on revocation of the license, requesting the foreign representative office to liquidate the office lease contract, fulfill obligations and settle other debts (if any) with relevant individuals and organizations, carry out procedures for termination of operation, closure of the foreign representative office, return the Certificate of Registration of Operation, and surrender the seal in accordance with law;

(ii) Issue a written request for the foreign representative office to report and explain relevant matters (if any);”.

Chapter VII

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 20/2025/TT-NHNN PROVIDING GUIDELINES ON DOSSIERS AND PROCEDURES FOR APPROVAL OF THE PROPOSED LIST OF PERSONNEL OF COMMERCIAL BANKS, FOREIGN BANK BRANCHES AND NON-BANK CREDIT INSTITUTIONS, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 48/2025/TT-NHNN

Article 27. To amend and supplement Clause 4, Article 7 as follows:

“4. For proposed personnel not holding the Vietnamese citizenship: criminal records certificate or document of equivalent validity (containing full information on criminal record status; information on prohibition from holding positions and establishing and managing enterprises or cooperatives) issued by a competent foreign agency in accordance with regulations. In the case where the criminal records certificate or document of equivalent validity issued by a competent foreign agency does not contain information on prohibition from holding positions and establishing and managing enterprises or cooperatives, the owner (for commercial banks and non-bank credit institutions being one-member limited liability companies), capital-contributing members (for commercial banks and non-bank credit institutions being limited liability companies with two or more members), shareholders, groups of shareholders, the Board of Directors or the Supervisory Board (for commercial banks and non-bank credit institutions being joint-stock companies) nominating the proposed personnel must provide a written explanation that no competent agency of the country issuing the criminal records certificate or document of equivalent validity provides such information and commit to taking responsibility before law for the fact that the proposed personnel are other than those prohibited from holding positions as prescribed in the Law on Credit Institutions;

The criminal records certificate or document of equivalent validity specified in this Clause must be issued by a competent agency no more than 06 months before the time the commercial bank or non-bank credit institution submits the dossier of application for approval of the proposed list of personnel.”.

Article 28. To amend and supplement Clause 3, Article 8 as follows:

“3. For proposed personnel not holding the Vietnamese citizenship: criminal records certificate or document of equivalent validity (containing full information on criminal record status; information on prohibition from holding positions and establishing and managing enterprises or cooperatives) issued by a competent foreign agency in accordance with regulations. In the case where the criminal records certificate or document of equivalent validity issued by a competent foreign agency does not contain information on prohibition from holding positions and establishing and managing enterprises or cooperatives, the foreign bank must provide a written explanation that no competent agency of the country issuing the criminal records certificate or document of equivalent validity provides such information and commit to taking responsibility before law for the fact that the proposed personnel are other than those prohibited from holding positions as prescribed in the Law on Credit Institutions;

The criminal records certificate or document of equivalent validity specified in this Clause must be issued by a competent agency no more than 06 months before the time the foreign bank branch submits the dossier of application for approval of the proposed list of personnel.”.

Article 29. To amend and supplement Clause 3, Article 9 as follows:

“3. Within 25 working days from the date of receipt of a complete dossier prescribed in Article 7 of this Circular and within 20 working days from the date of receipt of a complete dossier prescribed in Article 8 of this Circular, the State Bank, the Credit Institution Supervision Department or the Regional Branch of the State Bank of Vietnam shall issue a written approval or disapproval of the proposed personnel of the commercial bank, foreign bank branch or non-bank credit institution. In case of disapproval, the written reply of the State Bank, the Credit Institution Supervision Department or the Regional Branch of the State Bank of Vietnam to the commercial bank, foreign bank branch or non-bank credit institution must clearly state the reasons.”.

Article 30. To amend and supplement Clause 1, Article 13 as follows:

“1. The Credit Institution Supervision Department shall act as the focal point in assessing satisfaction of dossier requirements, standards and conditions applicable to proposed personnel of banks and non-bank credit institutions prescribed in Clauses 1 and 2, Article 4 of this Circular in accordance with the Law on Credit Institutions and this Circular; obtaining opinions from relevant units; issuing a written request to the agency managing the criminal records database for provision of information related to criminal records of relevant individuals in cases where information related to criminal records cannot be extracted from the national database or specialized database, or the extracted information is incomplete; consolidating and submitting to the Governor of the State Bank for consideration and issuance of written approval or disapproval of the proposed personnel of commercial banks prescribed in Clause 1, Article 4 of this Circular; and issuing written approval or disapproval of the proposed personnel of non-bank credit institutions and foreign bank branches prescribed in Clause 2, Article 4 of this Circular.”.

Article 31. To amend and supplement Clause 1, Article 14 as follows:

“1. The Regional Branch of the State Bank of Vietnam shall assess satisfaction of dossier requirements, standards and conditions applicable to proposed personnel of foreign bank branches in accordance with the Law on Credit Institutions and this Circular; obtain opinions from relevant units; issue a written request to the agency managing the criminal records database for provision of information related to criminal records of relevant individuals in cases where information related to criminal records cannot be extracted from the national database or specialized database, or the extracted information is incomplete; and issue written approval or disapproval of the proposed personnel of foreign bank branches.”.

Chapter VIII

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 47/2025/TT-NHNN PROVIDING GUIDELINES ON PROCEDURES FOR OBTAINING THE STATE BANK OF VIETNAM’S APPROVAL OF THE LISTING OF STOCKS ON FOREIGN SECURITIES MARKETS BY JOINT-STOCK CREDIT INSTITUTIONS

Article 32. To amend and supplement Clause 2, Article 6 as follows:

“2. Within 14 working days from the date of receipt of a complete dossier prescribed in Article 5 of this Circular, the State Bank shall issue a written approval (according to the form provided in Appendix II to this Circular) or disapproval of the listing of the joint-stock credit institution on the foreign securities market; in case of disapproval, the written reply must clearly state the reasons.”.

Chapter IX

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 49/2025/TT-NHNN OF THE GOVERNOR OF THE STATE BANK OF VIETNAM PROVIDING FOR DOSSIERS, ORDER AND PROCEDURES FOR APPROVAL OF CHANGES OF NON-BANK CREDIT INSTITUTIONS

Article 33. To amend and supplement a number of Clauses of Article 4

1. To amend and supplement Clause 2 as follows:

“2. The Director General of the Credit Institution Supervision Department shall consider approving changes and amendment and supplementation of the license of non-bank credit institutions with respect to the following contents:

a) Change of name;

b) Increase in charter capital of limited liability non-bank credit institutions;

c) Increase in charter capital of joint-stock non-bank credit institutions, except for cases of increase in charter capital of joint-stock non-bank credit institutions from convertible bonds, reserve funds for supplementation of charter capital, share premium funds, undistributed profits and other funds in accordance with law;

d) Purchase or receipt of transfer of shares resulting in becoming a major shareholder.”.

2. To amend and supplement Clause 3 as follows:

“3. The Director of the Regional Branch of the State Bank of Vietnam shall consider approving changes and amendment and supplementation of the License of non-bank credit institutions with respect to the following contents:

a) Change of location of the head office;

b) Change of address of the head office without change of location of the head office of the non-bank credit institution;

c) Suspension of transactions for 05 working days or more, except for suspension of transactions due to force majeure events.”.

Article 34. To amend and supplement Article 7 as follows:

“Article 7. Change of location of the head office

1. The application dossier shall comprise:

a) A written request, which at least includes the following contents:

- Current location;

- Proposed new location;

- Reasons for the change;

- Plan for installation of equipment at the new head office;

- Plan for relocation of the head office to ensure continuity of operations;

b) A document of the competent authority approving the change of location of the head office;

c) Documents proving that the non-bank credit institution has the lawful right to use or ownership of the head office at the new location in accordance with relevant law regulations.

For documents proving that the non-bank credit institution has the lawful right to use or ownership of the head office at the new location being the certificate of land use rights and ownership of assets attached to land and where information data on such certificate of land use rights and ownership of assets attached to land is available in the national land database, the non-bank credit institution shall supplement information on the code of the certificate of land use rights and ownership of assets attached to land in the written request prescribed at Point a of this Clause. In this case, the non-bank credit institution is not required to submit the certificate of land use rights and ownership of assets attached to land.

In case the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office cannot retrieve information from the national land database or the retrieved information is incomplete or inaccurate, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall request the non-bank credit institution to additionally submit a copy of the certificate of land use rights and ownership of assets attached to land.

2. Procedures for approval of change of location of the head office:

a) The non-bank credit institution shall prepare a dossier and submit it to the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office. In the case where the dossier is incomplete or invalid, within 07 working days from the date of receipt of the dossier, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall issue a written request for supplementation of the dossier;

b) In the case where the change of location of the head office is to another management area of the Regional Branch of the State Bank of Vietnam where the non-bank credit institution is currently headquartered, within 03 working days from the date of receipt of a complete and valid dossier, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall issue a written request for opinions from the Regional Branch of the State Bank of Vietnam where the non-bank credit institution is currently headquartered regarding the change of location of the head office of the non-bank credit institution, impacts of the change of location of the head office on the operation of the system of credit institutions in the locality, and proposals and recommendations (if any).

Within 04 working days from the date of receipt of the request from the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office prescribed in this Clause, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution is currently headquartered shall send a written opinion to the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office;

c) Within 10 working days from the date of receipt of a complete and valid dossier, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall issue a written approval; in case of disapproval, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall issue a written reply clearly stating the reasons.

The written approval of the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall be valid for 12 months from the date of signing.

3. At least 21 working days before the expected date of operation at the approved location, the non-bank credit institution shall send a written request for amendment of the location of the head office in the License to the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office, reporting the date of commencement of operation at the approved location and fulfillment of all conditions applicable to the head office in accordance with law.

The Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall inspect satisfaction of all conditions applicable to the proposed head office of the non-bank credit institution in the locality;

4. Within 07 working days from the date of receipt of the written request prescribed in Clause 3 of this Article, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall issue a decision on amendment and supplementation of the license; in case of refusal to amend and supplement the license, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution intends to locate its head office shall issue a written reply clearly stating the reasons;

5. In case of change of address of the head office without change of location of the head office, the non-bank credit institution shall send to the Regional Branch of the State Bank of Vietnam where the non-bank credit institution is headquartered a notice on change of address of the head office and a request for amendment of the address of the head office in the license.

Within 04 working days from the date of receipt of the written request of the non-bank credit institution, the Regional Branch of the State Bank of Vietnam where the non-bank credit institution is headquartered shall issue a decision on amendment and supplementation of the license.”.

Article 35. To amend and supplement a number of Points and Clauses of Article 8

1. To amend and supplement Point b, Clause 1 as follows:

“b) Report on organization and operation of the non-bank credit institution, clearly stating:

(i) Assessment of operation results in 03 years preceding the year of submission of the application dossier, including major operation indicators (capital structure, use of capital and business results);

(ii) Proposed objectives, operation strategies and business plans for the following 03 years;”.

2. To amend and supplement Point b, Clause 2 as follows:

“b) Within 11 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a decision on amendment and supplementation of the license; in case of refusal to amend and supplement the license, the State Bank shall issue a written reply clearly stating the reasons.”.

Article 36. To amend and supplement a number of Points and Clauses of Article 9

1. To amend and supplement Points d(ii) and d(iii) Clause 1 as follows:

“(ii) A document issued by a Vietnamese commercial bank or foreign bank branch certifying the amount of additionally contributed capital by the owner or capital-contributing members or contributed capital of new capital-contributing members;

(iii) Financial statements of the owner or capital-contributing members additionally contributing capital for the year preceding the year of request for increase in charter capital, audited by an independent audit organization in accordance with law (except where the owner or capital-contributing members are Vietnamese credit institutions or enterprises listed on the Vietnamese stock market). In cases where the audited financial statements are not available at the time of submitting the application dossier, unaudited financial statements shall be submitted and the audited financial statements must be submitted immediately after the auditing organization issues the audit report, and the applicant shall be held accountable for the contents of the submitted financial statements;”.

2. To amend and supplement Point b, Clause 2 as follows:

“b) Within 17 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a decision on amendment and supplementation of the license; in case of refusal to amend and supplement the license, the State Bank shall issue a written reply clearly stating the reasons.”.

Article 37. To amend and supplement a number of Points and Clauses of Article 10

1. To amend and supplement the title of Point d, Clause 1 as follows:

“d) List of shareholders and shareholding ratios of shareholders holding 5% or more of voting shares and of charter capital as expected after the capital increase; list of shareholders and related persons of such shareholders holding 10% or more of charter capital as expected after the capital increase. Such lists must contain the following information:”.

2. To amend and supplement Point g Clause 2 as follows:

“g) Financial statements of the organization expected to become a major shareholder for the year preceding the year of request for increase in charter capital, audited by an independent audit organization in accordance with law (except where the organization expected to become a major shareholder is a Vietnamese credit institution or an enterprise listed on the Vietnamese stock market). In cases where the audited financial statements are not available at the time of submitting the application dossier, unaudited financial statements shall be submitted and the audited financial statements must be submitted immediately after the auditing organization issues the audit report, and the applicant shall be held accountable for the contents of the submitted financial statements.”.

Article 38. To amend and supplement a number of Points and Clauses of Article 11

1. To amend and supplement Point e, Clause 1 as follows:

“e) Financial statements of the purchaser or transferee for the year preceding the year of request for purchase, sale or transfer of capital contribution portions, audited by an independent audit organization in accordance with law (except where the purchaser or transferee is a Vietnamese credit institution or an enterprise listed on the Vietnamese stock market). In cases where the audited financial statements are not available at the time of submitting the application dossier, unaudited financial statements shall be submitted and the audited financial statements must be submitted immediately after the auditing organization issues the audit report, and the applicant shall be held accountable for the contents of the submitted financial statements.”.

2. To amend and supplement Point b, Clause 4 as follows:

“b) Within 21 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval or disapproval of the request of the non-bank credit institution. In case of refusal, the State Bank shall issue a written reply clearly stating the reasons;”.

Article 39. To amend and supplement a number of Points and Clauses of Article 12

1. To amend and supplement the title of Point d, Clause 1 as follows:

“d) List of major shareholders and related persons of major shareholders of the non-bank credit institution after purchase or receipt of transfer of shares, clearly stating:”.

2. To amend and supplement Point I, Clause 1 as follows:

“i) Financial statements of the purchaser or transferee for the year preceding the year of submission of the application dossier, audited by an independent audit organization in accordance with law (except where the purchaser or transferee is a Vietnamese credit institution or an enterprise listed on the Vietnamese stock market). In cases where the audited financial statements are not available at the time of submitting the application dossier, unaudited financial statements shall be submitted and the audited financial statements must be submitted immediately after the auditing organization issues the audit report, and the applicant shall be held accountable for the contents of the submitted financial statements.”.

Chapter X

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 50/2025/TT-NHNN PROVIDING FOR DOSSIERS AND PROCEDURES FOR APPROVAL OF CERTAIN CHANGES OF COMMERCIAL BANKS AND FOREIGN BANK BRANCHES

Article 40. To amend and supplement the title of Clause 4, Article 3 as follows:

“4. Dossiers of commercial banks and foreign bank branches shall be submitted to the State Bank by one of the following methods:”.

Article 41. To amend and supplement Article 4 as follows:

“Article 4. Competence to approve changes

1. The Governor of the State Bank shall approve changes prescribed in Clause 1, Article 1 of this Circular of large-scale foreign bank branches according to the Decision of the Governor of the State Bank and commercial banks, except for the contents prescribed in Clauses 2 and 3 of this Article.

2. The Director General of the Credit Institution Supervision Department shall approve the following changes of large-scale foreign bank branches according to the Decision of the Governor of the State Bank and commercial banks:

a) Location of the head office of commercial banks and amendment and supplementation of the license with respect to changes in the location of the head office of commercial banks (within the same province or city where the commercial bank is currently headquartered);

b) Increase in charter capital and amendment and supplementation of the License with respect to charter capital of limited liability commercial banks;

c) Increase in allocated capital of foreign bank branches and amendment and supplementation of the License with respect to allocated capital of foreign bank branches;

d) Change of name and amendment and supplementation of the license with respect to changes in the name of commercial banks and foreign bank branches;

dd) Amendment and supplementation of the license with respect to changes in the address of the head office of commercial banks or the address of foreign bank branches in cases where no change in the location of the head office or branch office arises;

e) Suspension of transactions for 05 working days or more, except for suspension of transactions due to force majeure events.

3. The Director of the Regional Branch of the State Bank of Vietnam shall approve the following changes:

a) For large-scale foreign bank branches according to the Decision of the Governor of the State Bank:

Approval of changes in branch office location within the locality and proposed branch office location within the locality (for cases of change in branch office location of foreign bank branches to a locality other than the province or city where the foreign bank branch is currently headquartered); amendment and supplementation of the license with respect to such changes;

b) For cases other than those prescribed at Point a of this Clause:

The contents prescribed in Clause 1, Article 1 of this Circular applicable to foreign bank branches headquartered in the locality and proposed to be headquartered in the locality (for changes in branch office location of foreign bank branches to a locality other than the province or city where the foreign bank branch is currently headquartered).”.

Article 42. To amend and supplement Point b, Clause 2, Article 5 as follows:

“b) Within 20 working days from the date of receipt of a complete and valid dossier, the State Bank shall approve the change of name of the commercial bank or foreign bank branch and issue a decision on amendment of the license; in case of disapproval, the State Bank shall issue a written reply clearly stating the reasons.”.

Article 43. To amend and supplement a number of Clauses of Article 6

1. To amend and supplement Point c, Clause 1 as follows:

“c) Documents proving that the commercial bank or foreign bank branch has or will have the lawful right to use the head office at the new location.

For documents proving that the commercial bank has the lawful right to use or ownership of the head office at the new location being the certificate of land use rights and ownership of assets attached to land and where information data on such certificate of land use rights and ownership of assets attached to land is available in the national land database, the commercial bank shall supplement information on the code of the certificate of land use rights and ownership of assets attached to land in the written request prescribed at Point a of this Clause. In this case, the commercial bank is not required to submit the certificate of land use rights and ownership of assets attached to land.

In the case where the State Bank cannot retrieve information from the national land database or the retrieved information is incomplete or inaccurate, the State Bank shall request the commercial bank to additionally submit a copy of the certificate of land use rights and ownership of assets attached to land.”.

2. To amend and supplement Point b, Clause 2 as follows:

“b) Within 20 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval of the request for relocation of the office of the foreign bank branch. Within 25 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval of the request for relocation of the head office of the commercial bank. In case of disapproval, the State Bank shall issue a written reply clearly stating the reasons.”.

Article 44. To amend and supplement Point b, Clause 2, Article 7 as follows:

“b) Within 20 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval of the request for relocation of the office of the foreign bank branch. Within 25 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval of the request for relocation of the head office of the commercial bank. In case of disapproval, the State Bank shall issue a written reply clearly stating the reasons.”.

Article 45. To amend and supplement Point c(i), Clause 1, Article 9 as follows:

“c) General report on organization and operation of the commercial bank or foreign bank branch in Vietnam, clearly stating:

(i) General assessment of operation results in 03 years preceding the year of submission of the application dossier, including major operation indicators related to capital structure, use of capital and business results;”.

Article 46. To amend and supplement Point b, Clause 2, Article 10 as follows:

“b) Within 15 working days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval of the request of the commercial bank or foreign bank branch. In case of disapproval, the State Bank shall issue a written reply clearly stating the reasons.”.

Article 47. To amend and supplement a number of Clauses of Article 13

1. To add Point a(v) to Clause 1 as follows:

“(v) Report on compliance with regulations on risk management and risk provisioning in accordance with law at the time of submission of the dossier; prudential ratios in banking operations in accordance with regulations of the State Bank in the year preceding the year of submission of the dossier and up to the time of submission of the dossier by the new member being a Vietnamese commercial bank, and the new member shall take responsibility for such information;”.

2. To amend and supplement Point c(ii), Clause 1 as follows:

“(ii) For a new member being a Vietnamese commercial bank:

- Decision on appointment of the proposed representative of contributed capital at the bank, including identification information of the representative of contributed capital (full name; personal identification number (for individuals holding Vietnamese citizenship), passport number or number of passport substitute papers, date of issue, place of issue, nationality/nationalities (for individuals not holding Vietnamese citizenship));

- Documents reasonably explaining qualified opinions which do not affect conditions for capital contribution and certified by the independent audit organization regarding impacts of such qualified opinions (in cases where the financial statements contain qualified opinions of the independent audit organization);

- Report on compliance with limits on purchase and holding of shares of credit institutions in accordance with Clause 8, Article 111 of the Law on Credit Institutions;

- Report on the minimum capital adequacy ratio and the expected capital contribution and share purchase ratio after capital contribution;”.

3. To amend and supplement Point c(iii), Clause 1 as follows:

“(iii) For a new member of a joint-venture bank being a non-bank enterprise, the dossier shall comprise:

- Establishment license or enterprise registration certificate or equivalent document (except for Vietnamese enterprises);

- Decision on appointment of the proposed representative of contributed capital at the bank, including identification information of the representative of contributed capital (full name; personal identification number (for individuals holding Vietnamese citizenship), passport number or number of passport substitute papers, date of issue, place of issue, nationality/nationalities (for individuals not holding Vietnamese citizenship));

- Copy of passport or passport substitute papers of the legal representative and the representative of contributed capital of the enterprise at the bank (for persons not holding Vietnamese citizenship);

- Document of the competent authority approving the enterprise’s participation in capital contribution to the bank;

- Report on satisfaction of conditions applicable to the new partner being a non-bank enterprise upon capital contribution in accordance with regulations of the Governor of the State Bank on renewal of licenses, addition of operation contents to licenses and certain regulations on organization and operation of commercial banks, foreign bank branches, Vietnam-based representative offices of foreign credit institutions and other foreign organizations engaged in banking activities;

- Financial statements for 03 years preceding the year of submission of the dossier of request for approval of capital increase, independently audited in accordance with law (except for enterprises listed on the Vietnamese stock market);

- Documents reasonably explaining qualified opinions which do not affect conditions for capital contribution and certified by the independent audit organization regarding impacts of such qualified opinions (in cases where the financial statements contain qualified opinions of the independent audit organization);

- Report on financial capability for contribution of capital to the joint-venture bank of the non-bank enterprise according to the form provided in Appendix I to this Circular;

- Declaration of information on the enterprise’s credit relationship history according to the form provided in Appendix II to this Circular;

- Written confirmation of the tax office regarding fulfillment of tax obligations to the state budget; document of the social insurance agency providing information on payment of social insurance by the organization;

- Declaration of related persons and capital contribution participation in commercial banks according to the form provided in Appendix III to this Circular.”.

Chapter XI

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 55/2025/TT-NHNN PROVIDING FOR RENEWAL OF LICENSES, ADDITION OF OPERATION CONTENTS TO LICENSES, AND ORGANIZATION AND OPERATION OF NON-BANK CREDIT INSTITUTIONS

Article 48. To amend and supplement Point b, Clause 1, Article 7 as follows:

“b) List of operation contents together with information on the current license and written approvals.”.

Chapter XII

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 60/2025/TT-NHNN OF THE GOVERNOR OF THE STATE BANK OF VIETNAM PROVIDING FOR CONDITIONS, DOSSIERS, ORDER AND PROCEDURES FOR APPROVAL OF CAPITAL CONTRIBUTION AND SHARE PURCHASE OF CREDIT INSTITUTIONS

Article 49. To amend, supplement and annul a number of Points and Clauses of Article 6

1. To add Point c(xiv) after Point c(xiii), Clause 1 as follows:

“(xiv) Business operation results according to the financial statements for the year preceding the year of request, audited by an independent audit organization. In cases where the financial statements contain qualified opinions of the audit organization, the credit institution must provide documents reasonably explaining that such qualified opinions do not affect conditions for capital contribution or share purchase and certified by the audit organization regarding impacts of such qualified opinions;”.

2. To annul Point d, Clause 1.

3. To amend and supplement Point a, Clause 3 as follows:

“a) Dossier components prescribed at Points a and b, Clause 1 of this Article;”.

4. To add the phrase “Point c(xiv)” after the phrase “Point c(xiii)” in the title of Point b, Clause 3.

5. To amend and supplement Point a, Clause 4 as follows:

“a) Dossier components prescribed at Points a and b, Clause 1 of this Article;”.

6. To add the phrase “Point c(xiv)” after the phrase “Point c(xiii)” in the title of Point b, Clause 4.

Chapter XIII

AMENDING AND SUPPLEMENTING A NUMBER OF ARTICLES OF CIRCULAR NO. 61/2025/TT-NHNN OF THE GOVERNOR OF THE STATE BANK OF VIETNAM PROVIDING FOR OPERATIONAL NETWORKS OF COMMERCIAL BANKS

Article 50. To amend and supplement a number of Clauses of Article 4

1. To amend and supplement Clause 2 as follows:

“2. The Director General of the Credit Institution Supervision Department shall consider approving the establishment, termination of operation and dissolution (except for voluntary termination of operation) of transaction offices by commercial banks.”.

2. To amend and supplement Clause 3 as follows:

“3. The Director of the Regional Branch of the State Bank of Vietnam shall consider approving:

a) Changes in locations of branches and transaction offices;

b) Voluntary termination of operation of branches and transaction offices;

c) Establishment, termination of operation and dissolution of domestic representative offices and non-business units.”.

Article 51. To annul Clause 6, Article 13

Article 52. To amend and supplement a number of Clauses of Article 14

1. To amend and supplement Clause 1 as follows:

“1. Commercial banks shall submit dossiers to the State Bank or the Regional Branch of the State Bank of Vietnam once before September 30 every year, except for cases prescribed in Clause 4, Article 4 of this Circular.”.

2. To amend and supplement Clause 2 as follows:

“2. Commercial banks shall prepare 01 dossier in accordance with Article 13 of this Circular and submit it to the State Bank or the Regional Branch of the State Bank of Vietnam. In the case where the dossier is incomplete or invalid, within 05 working days from the date of receipt of the dossier, the State Bank or the Regional Branch of the State Bank of Vietnam shall issue a written request for the commercial bank to supplement and complete the dossier.”.

3. To amend and supplement Clause 6 as follows:

“6. Within 21 working days from the date of receipt of a complete dossier in accordance with Article 13 of this Circular, the State Bank shall issue a written approval or disapproval permitting the commercial bank to establish branches, representative offices and subsidiary banks abroad. Within 14 working days from the date of receipt of a complete dossier in accordance with Article 13 of this Circular, the Regional Branch of the State Bank of Vietnam shall issue a written approval or disapproval permitting the commercial bank to establish domestic representative offices and non-business units. In case of approval of domestic representative offices, the Regional Branch of the State Bank of Vietnam shall issue a separate written approval for each domestic representative office.

In case of disapproval, the State Bank or the Regional Branch of the State Bank of Vietnam shall issue a written reply to the commercial bank clearly stating the reasons.”.

4. To amend and supplement Clause 7 as follows:

“7. Within 12 months from the date on which the State Bank or the Regional Branch of the State Bank of Vietnam issues the written approval prescribed in Clauses 5 and 6 of this Article, the commercial bank must commence operation of the domestic branch, transaction office, representative office or non-business unit approved for establishment. Upon expiry of this time limit without commencement of operation by the commercial bank, the written approval of the State Bank or the Regional Branch of the State Bank of Vietnam shall automatically cease to be valid.”.

Article 53. To amend and supplement a number of Clauses of Article 15

1. To amend and supplement Clause 2 as follows:

“2. The commercial bank shall send a written report to the Regional Branch of the State Bank of Vietnam where the domestic branch or transaction office is headquartered no later than 07 working days before the expected date of commencement of operation of the domestic branch or transaction office on the following contents:

a) Expected date of commencement of operation and satisfaction of requirements for commencement of operation of the domestic branch or transaction office;

b) Information on the head, name and address of the domestic branch or transaction office.”.

2. To annul Clause 3.

3. To amend and supplement Clause 4 as follows:

“4. The commercial bank shall commence operation of the domestic branch or transaction office after satisfying the requirements prescribed in Clauses 1 and 2 of this Article and completing legal procedures for operation of the branch or transaction office in accordance with regulations.”.

Article 54. To amend and supplement a number of Clauses of Article 19

1. To amend and supplement Points c and d, Clause 4 as follows:

“c) Within 04 working days from the date of receipt of the written request from the Regional Branch of the State Bank of Vietnam where the branch or transaction office is proposed to be headquartered, the People’s Committee of the province or centrally-run city where the branch or transaction office is proposed to be headquartered and the Regional Branch of the State Bank of Vietnam where the branch or transaction office is currently headquartered shall provide written opinions on the requested contents;

d) Within 03 working days from the date of receipt of all opinions from relevant agencies, the Regional Branch of the State Bank of Vietnam where the commercial bank proposes to locate the branch or transaction office shall issue a written approval or disapproval of the change of location of the branch or transaction office; in case of disapproval, the written document sent to the commercial bank must clearly state the reasons.”.

2. To amend and supplement Clause 6 as follows:

“6. The commercial bank shall send a written report to the Regional Branch of the State Bank of Vietnam prescribed at Point b, Clause 3 or Point d, Clause 4 of this Article regarding satisfaction of the requirements prescribed in Clause 1, Article 15 of this Circular no later than 07 working days before the expected date of operation at the approved location.

The implementation of changes in location of the branch or transaction office before commencement of operation shall comply with Clauses 1, 2 and 3 of this Article and Clauses 2 and 4, Article 15 of this Circular.”.

Article 55. To amend and supplement a number of Clauses of Article 29

1. To amend and supplement Clause 2 as follows:

“2. Procedures for voluntary termination of operation of a domestic branch:

a) The commercial bank shall prepare 01 dossier in accordance with Clause 1 of this Article and submit it to the Regional Branch of the State Bank of Vietnam where the branch is headquartered;

b) Within 11 working days from the date of receipt of a complete dossier in accordance with this Circular, the Regional Branch of the State Bank of Vietnam where the branch is headquartered shall issue a written approval or disapproval of the request of the commercial bank; in case of disapproval, the written document sent to the commercial bank must clearly state the reasons.”.

2. To amend and supplement Clause 3 as follows:

“3. Procedures for voluntary termination of operation of a transaction office:

a) The commercial bank shall prepare 01 dossier in accordance with Clause 1 of this Article and submit it to the Regional Branch of the State Bank of Vietnam where the transaction office is headquartered;

b) Within 05 working days from the date of receipt of a complete dossier in accordance with this Circular, the Regional Branch of the State Bank of Vietnam where the transaction office is headquartered shall issue a written approval or disapproval of the request of the commercial bank; in case of disapproval, the written document sent to the commercial bank must clearly state the reasons.”.

Article 56. To amend and supplement Article 30 as follows:

“Article 30. Compulsory termination of operation and dissolution of domestic branches, transaction offices, representative offices and non-business units

1. The Governor of the State Bank shall have competence to compulsorily terminate operation of domestic branches of commercial banks.

2. The Director General of the Credit Institution Supervision Department shall have competence to compulsorily terminate operation of transaction offices of commercial banks.

3. The Director of the Regional Branch of the State Bank of Vietnam shall have competence to compulsorily terminate operation of domestic representative offices and non-business units of commercial banks.

4. A domestic branch, transaction office, representative office and non-business unit of a commercial bank shall be considered for termination of operation in one of the following cases:

a) There is evidence proving that the dossier of application for establishment of the branch, transaction office, representative office or non-business unit contains untruthful information leading to incorrect assessment of satisfaction of conditions for establishment of the branch, transaction office, representative office or non-business unit of the commercial bank;

b) Operating beyond the permitted operation contents in accordance with law.

5. A domestic branch of a commercial bank shall be compulsorily terminated in the case where the branch has negative revenue-expenditure differences for 03 consecutive years, except for the following cases:

a) The head office of the domestic branch of the commercial bank is established in a rural area;

b) The branch has newly commenced operation within the first 03 years.

6. A domestic branch and transaction office of a commercial bank shall be compulsorily terminated in the case where the location of the head office of the domestic branch or transaction office is changed without prior written approval from the Regional Branch of the State Bank of Vietnam.

7. Based on the cases prescribed in Clauses 4, 5 and 6 of this Article, the Regional Branch of the State Bank of Vietnam where the branch, transaction office, representative office or non-business unit of the commercial bank is headquartered shall:

a) Issue a written document clearly stating the reasons and send it to the State Bank (The Credit Institution Supervision Department) requesting termination of operation of the branch or transaction office of the commercial bank;

b) Issue a written document requesting the commercial bank to terminate operation of the representative office or non-business unit.

8. Within 10 working days from the date of receipt of the written document from the Regional Branch of the State Bank of Vietnam prescribed in Clause 7 of this Article or upon discovery during inspection and supervision of the cases prescribed in Clauses 4, 5 and 6 of this Article, the Credit Institution Supervision Department shall issue a written document or submit to the Governor of the State Bank for issuance of a written document requesting the commercial bank to terminate operation of the branch or transaction office.

9. Within 90 days from the date on which the State Bank or the Regional Branch of the State Bank of Vietnam issues the written document prescribed in Clauses 7 and 8 of this Article, the commercial bank must complete termination of operation of the branch, transaction office, representative office or non-business unit and send a written report to the State Bank and the Regional Branch of the State Bank of Vietnam where the branch, transaction office, representative office or non-business unit of the commercial bank is headquartered on the date of termination of operation.”.

Article 57. To replace Appendix I

To replace Appendix I issued together with Circular No. 61/2025/TT-NHNN with Appendix I issued together with this Circular.

Chapter XIV

DECENTRALIZATION OF IMPLEMENTATION OF ADMINISTRATIVE PROCEDURES PRESCRIBED IN GOVERNMENT DECREE NO. 58/2021/ND-CP ON CREDIT INFORMATION SERVICE ACTIVITIES

Article 58. Decentralization of implementation of administrative procedures regarding credit information service activities

The Regional Branch of the State Bank of Vietnam shall carry out re-grant and modification of contents of certificates of eligibility for provision of credit information services for credit information companies headquartered in the locality in accordance with Articles 12 and 13 of Decree No. 58/2021/ND-CP providing for credit information service activities.

Chapter XV

IMPLEMENTATION PROVISIONS

Article 59. Implementation provisions

1. This Circular takes effect from May 19, 2026, except for Clause 3 of this Article.

2. This Circular annuls:

a) Points c, d and dd Clause 2, Article 1 and Points b, c, d, dd and e, Clause 2 and Clause 3, Article 2 of Circular No. 12/2025/TT-NHNN of the Governor of the State Bank of Vietnam, amending and supplementing a number of Articles of Circulars providing for dossiers and procedures for first-time grant of licenses for commercial banks, foreign bank branches, foreign representative offices and non-bank credit institutions;

b) Article 3 of Circular No. 24/2025/TT-NHNN of the Governor of the State Bank of Vietnam, amending and supplementing a number of Articles of Circular No. 63/2024/TT-NHNN providing for specifying dossiers and procedures for revocation of licenses and liquidation of assets of credit institutions and foreign bank branches; and dossiers and procedures for revocation of licenses of Vietnam-based representative offices of foreign credit institutions and other foreign organizations engaged in banking activities;

c) Article 8 of Circular No. 26/2025/TT-NHNN of the Governor of the State Bank of Vietnam, amending and supplementing a number of Articles of Circular No. 62/2024/TT-NHNN providing for conditions, dossiers and procedures for approval of reorganization of commercial banks and non-bank credit institutions;

d) Clause 2 Article 5, Article 10, Clause 1 Article 11 and Article 12 of Circular No. 48/2025/TT-NHNN of the Governor of the State Bank of Vietnam, amending and supplementing a number of Circulars of the Governor of the State Bank of Vietnam in the field of banking management and supervision related to reduction and simplification of administrative procedures and changes in organizational structure and apparatus;

dd) Article 35 of Circular No. 69/2025/TT-NHNN of the Governor of the State Bank of Vietnam amending and supplementing a number of Articles of Circulars of the Governor of the State Bank of Vietnam in the field of banking management and supervision related to reduction of business conditions and simplification of administrative procedures.

3. Regulations on criminal records certificates shall take effect from July 1, 2026.

4. Dossiers submitted before the effective date of this Circular shall continue to be processed in accordance with the Circular effective at the time of dossier submission.

Article 60. Responsibilities for implementation

Heads of units under the State Bank of Vietnam, commercial banks, non-bank credit institutions, foreign bank branches and credit information companies shall implement this Circular./.

For the Governor

The Deputy Governor

DOAN THAI SON

* All Appendices are not translated herein.