Circular 49/2025/TT-NHNN prescribing dossiers and procedures for approval of changes to non-bank credit institutions

CIRCULAR

Prescribing dossiers and procedures for approval of changes to non-bank credit institutions

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 the Law No. 96/2025/QH15;

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

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

The Governor of the State Bank of Vietnam hereby promulgates the Circular prescribing dossiers and procedures for approval of changes to non-bank credit institutions.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Circular prescribes dossiers and procedures for approval of changes to, and amendments and supplements to the Licenses of, non-bank credit institutions, including:

a) Its name or head office location;

b) Its operation duration;

c) Its charter capital;

d) Purchase and sale or transfer of capital contributions of its owners; purchase and sale or transfer of capital contributions of its capital contributors; or purchase or acquisition of its shares, making the purchasers or transferees become major shareholders;

dd) Suspension of transactions for 5 working days or more, except cases of suspension of transactions due to a force majeure event;

e) Amendments and supplements to the Licenses of non-bank credit institutions other than the cases specified at Points a, b, c and d of this Clause.

2. Dossiers and procedures for amendments and supplements to the Licenses concerning the operational contents of non-bank credit institutions shall comply with separate guidelines of the State Bank of Vietnam (hereinafter referred to as the State Bank) and relevant provisions of law.

3. The purchase and sale or transfer of shares and capital contributions resulting in the conversion of the legal form of non-bank credit institutions shall comply with regulations of the State Bank and relevant provisions of law.

4. Foreign investors purchasing shares of non-bank credit institutions shall comply with the law on foreign investors purchasing shares of Vietnamese credit institutions.

Article 2. Subjects of application

1. Non-bank credit institutions include general finance companies and specialized finance companies.

2. Organizations and individuals involved in dossiers and procedures for approval of changes to, and amendments and supplements to the Licenses of, non-bank credit institutions as prescribed in this Circular.

Article 3. Interpretation of terms

In this Circular, the competent decision-making authority means the authority that decides on the changes specified in Clause 1 Article 1 of this Circular in accordance with the Charter of the non-bank credit institution and in conformity with the Law on Credit Institutions No. 32/2024/QH15, as amended and supplemented by Law No. 96/2025/QH15 (hereinafter referred to as the Law on Credit Institutions), and relevant law.

Article 4. Authority to approve changes to, and amendments and supplements to Licenses

1. The Governor of the State Bank shall consider and approve changes to, and amendments and supplements to the Licenses of, non-bank credit institutions regarding the contents specified in Clause 1 Article 1 of this Circular, except for the contents specified in Clauses 2 and 3 of this Article.

2. The Director General of the Credit Institution Supervision Department shall consider and approve changes to, and amendments and supplements to the Licenses of, non-bank credit institutions regarding the following contents:

a) Change of name;

b) Change of the location of the head office within the same province or centrally-run city in which the non-bank credit institution's head office is currently located;

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

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

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

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

3. The Directors of the State Bank branches in the Regions (hereinafter referred to as the State Bank Regional Branches) shall consider and approve the suspension of transactions for 05 working days or more, except for suspension of transactions due to force majeure events.

Article 5. Principles of preparing and submitting dossiers and returning dossier processing results

1. The dossiers shall be prepared in 01 set in Vietnamese. Dossier components in foreign languages shall be consularly legalized in accordance with Vietnamese law (except for cases of exemption from consular legalization in accordance with the law on consular legalization) and translated into Vietnamese. Translations from foreign languages into Vietnamese shall have the translators' signatures certified in accordance with law.

2. For dossier components being copies, non-bank credit institutions shall submit copies issued from the original registers or certified copies or copies accompanied by the originals for comparison. In case the dossier submitter submits copies accompanied by the originals for comparison, the person conducting the comparison shall sign to certify the copies and take responsibility for the accuracy of the copies against the originals.

3. The written request shall be signed by the at-law representative of the non-bank credit institution. In case of signing under authorization, the written authorization shall be prepared in accordance with law.

4. Dossiers of non-bank credit institutions shall be submitted to the State Bank or the State Bank Regional Branches by one of the following methods:

a) Online submission via the National Public Service Portal (for the dossiers specified in Clauses 1 and 2 Article 10, Clause 3 Article 11, and Clause 1 Article 12 of this Circular).

When submitting dossiers online via the National Public Service Portal, the electronic dossiers shall use digital signatures in accordance with the law on administrative procedures in the electronic environment. The documents in the electronic dossier must be electronic copies scanned from the original documents, master documents (files in PDF format). In case the National Public Service Portal system has problems or errors that prevent the receipt and exchange of electronic information, the declaration, submission, receipt, return of results, exchange and feedback of information shall be carried out via postal services or directly at the single-window section of the State Bank or the State Bank Regional Branches;

b) Direct submission at the single-window section of the State Bank or the State Bank Regional Branches;

c) Submission via postal services.

5. The results of settlement of administrative procedures shall be sent to non-bank credit institutions in electronic form through the online method; under the request of non-bank credit institutions, the results shall be sent in paper form via postal services or returned directly at the single-window section of the State Bank or the State Bank Regional Branches.

Chapter II

DOSSIERS AND PROCEDURES FOR APPROVAL OF CHANGES TO, AND AMENDMENTS AND SUPPLEMENTS TO THE LICENSES OF NON-BANK CREDIT INSTITUTIONS

Article 6. Change of name

1. The dossier of request includes:

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

- Current name;

- Proposed new name, ensuring compliance with relevant law on naming;

- Reason for the name change;

b) A document of the competent decision-making authority approving the name change.

2. Approval procedures:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 07 days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 10 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a decision on amendments and supplements to the License; in case of refusal to amend or supplement the License, the State Bank shall issue a written reply clearly stating the reasons.

Article 7. Change of location of the head office

1. The dossier of request includes:

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

- Current location;

- Proposed new location;

- Reason for 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 decision-making authority approving the change of the location of the head office;

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

2. Approval procedures for changing the location of the head office within the same province or centrally-run city in which the non-bank credit institution's head office is currently located:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 07 working days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 14 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval; in case of refusal to grant approval, the State Bank shall issue a written reply clearly stating the reasons.

The State Bank's written approval shall be valid for 12 months from the date of signing.

c) At least 30 days before the expected date of commencement of operations at the approved location, the non-bank credit institution shall submit to the State Bank a written request for amendment of the location of its head office in the License, reporting the date of commencement of operations at the approved location and the full satisfaction of the conditions applicable to the head office in accordance with law;

d) Within 03 days from the date of receipt of the written request of the non-bank credit institution specified at Point c of this Clause, the Credit Institution Supervision Department shall request the State Bank Regional Branch where the non-bank credit institution has its head office to inspect the full satisfaction of the conditions applicable to the head office of the non-bank credit institution proposed to be located in its locality;

Within 05 days from the date of receipt of the written request of the Credit Institution Supervision Department, the State Bank Regional Branch shall inspect the full satisfaction of the conditions applicable to the head office of the non-bank credit institution and provide its written opinion to the Credit Institution Supervision Department;

dd) Within 10 days from the date of receipt of the written request specified at Point c of this Clause, the State Bank shall issue a decision on amendments and supplements to the License; in case of refusal to amend or supplement the License, the State Bank shall issue a written reply clearly stating the reasons.

3. Approval procedures for changing the location of the head office to a province or centrally-run city other than the province or centrally-run city in which the non-bank credit institution's head office is currently located:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 07 working days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 07 days from the date of receipt of a complete and valid dossier, the Credit Institution Supervision Department shall appraise the dossier and send a written request for opinions to the State Bank Regional Branches where the non-bank credit institution currently has its head office and where the non-bank credit institution proposes to relocate its head office regarding the change of the location of the head office of the non-bank credit institution, the impact of such change on the operation of the system of credit institutions in the locality, and proposals and recommendations (if any);

c) Within 07 days from the date of receipt of the request from the Credit Institution Supervision Department, the State Bank Regional Branches shall send their written opinions to the Credit Institution Supervision Department;

d) Within 12 days from the expiry of the time limit for providing opinions as specified at Point c of this Clause, the Credit Institution Supervision Department shall consolidate the opinions and submit them to the Governor for consideration and decision on issuing a written approval of the request for changing the location of the head office of the non-bank credit institution;

dd) Within 30 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a written approval; in case of refusal to grant approval, the State Bank shall issue a written reply clearly stating the reasons.

The State Bank's written approval shall be valid for 12 months from the date of signing.

e) At least 30 days before the expected date of commencement of operations at the approved location, the non-bank credit institution shall submit to the State Bank a written request for amendment of the location of its head office in the License, reporting the date of commencement of operations at the approved location and the full satisfaction of the conditions applicable to the head office in accordance with law;

g) Within 03 days from the date of receipt of the written request of the non-bank credit institution specified at Point e of this Clause, the Credit Institution Supervision Department shall request the State Bank Regional Branch where the non-bank credit institution proposes to locate its head office to inspect the full satisfaction of the conditions applicable to the head office of the non-bank credit institution proposed to be located in its locality;

Within 05 days from the date of receipt of the written request of the Credit Institution Supervision Department, the State Bank Regional Branch shall inspect the full satisfaction of the conditions applicable to the head office of the non-bank credit institution and provide its written opinion to the Credit Institution Supervision Department;

h) Within 10 days from the date of receipt of the written request specified at Point e of this Clause, the State Bank shall issue a decision on amendments and supplements to the License; in case of refusal to amend or supplement the License, the State Bank shall issue a written reply clearly stating the reasons.

4. In case the address of the head office is changed without any change in the location of the head office, the non-bank credit institution shall submit to the State Bank a notice of the change of the address of its head office and a request for amendment of the address of its head office in the License.

Within 05 days from the date of receipt of the written request of the non-bank credit institution, the State Bank shall issue a decision on amendments and supplements to the License.

Article 8. Change of term of operation

1. The dossier of request includes:

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

- Current operation term;

- Proposed new operation term;

- Reason for changing the operation term;

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

(i) Operational objectives and strategies from the date of establishment to the date of submission of the dossier of request; assessment of the effectiveness of the implementation of these strategies for the non-bank credit institution and the Vietnamese economy in general;

(ii) Assessment of operational results in the 05 consecutive years preceding the year of submission of the dossier of request, including key operational indicators (capital structure, capital utilization and business results); organization and operation of the governance and executive apparatus, internal audit and internal control system;

(iii) Proposed operational objectives and strategies and business plan for the subsequent 03 years;

c) A document of the competent decision-making authority approving the change of the operation term;

d) In case of changing the operation term other than extending the operation term, the non-bank credit institution shall submit the dossier specified at Points a, b and c of this Clause and documents proving the necessity of changing the operation term.

2. Approval procedures:

a) At least 06 months before the expiry date of the License, the non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 10 days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 30 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a decision on amendments and supplements to the License; in case of refusal to amend or supplement the License, the State Bank shall issue a written reply clearly stating the reasons.

Article 9. Increase in the charter capital of limited liability non-bank credit institutions

1. The dossier of request includes:

a) A written request for approval of the increase in charter capital and amendments and supplements to the License regarding the increase in charter capital of the non-bank credit institution;

b) A document of the competent decision-making authority approving the plan for increasing the charter capital of the non-bank credit institution, which shall include at least the following contents:

(i) Reasons for and necessity of increasing the charter capital;

(ii) Current charter capital and proposed additional charter capital;

(iii) Proposed rounds of charter capital increase during the year and sources of funds to be used for increasing the charter capital;

(iv) Expected time for completion of the charter capital increase;

(v) Projected balance sheets and business results reports for the 03 consecutive years following the charter capital increase; proposed plan for utilizing the additional charter capital in business operations;

(vi) Capacity for governance, management and risk control in relation to the new charter capital;

c) A written explanation by the non-bank credit institution, certified by an audit firm, of the impact of the qualified opinion on the conditions for increasing charter capital (in case the audited financial statements of the non-bank credit institution contain a qualified opinion);

d) In case of increasing charter capital through additional capital provided or contributed by the owner or capital contributors, in addition to the documents specified at Points a, b and c of this Clause, the non-bank credit institution shall supplement the dossier with the following documents:

(i) A commitment to use lawful sources of funds of the owner or capital contributors to provide or contribute additional capital;

(ii) A written confirmation from a Vietnamese commercial bank of the amount of additional capital provided or contributed by the owner or capital contributors or the amount of capital contributed by new capital contributors;

(iii) Financial statements of the owner or capital contributors providing or contributing additional capital for the year immediately preceding the year of application for the charter capital increase, audited by an independent audit firm in accordance with law (except where the owner or capital contributors are Vietnamese credit institutions). In case audited financial statements are not yet available at the time of submission of the dossier of request, unaudited financial statements shall be submitted, and audited financial statements shall be submitted immediately after the audit firm issues the audit report, and responsibility shall be taken for the contents of the submitted financial statements;

dd) In case of increasing charter capital through capital contributions by new capital contributors, in addition to the documents specified at Points a, b, c, d(i) and d(ii) of this Clause, the non-bank credit institution shall supplement the dossier with documents on the new capital contributors of the non-bank credit institution, as required for founding members establishing a non-bank credit institution in accordance with relevant law;

e) In case of increasing charter capital from undistributed profits and other funds in accordance with law, in addition to the documents specified at Points a, b and c of this Clause, the non-bank credit institution shall supplement the dossier with information on the charter capital addition reserve fund, undistributed profits and other funds determined according to the audit results of an independent audit firm; information on the amounts from the charter capital addition reserve fund, undistributed profits and other funds used to increase charter capital.

2. Approval procedures:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 10 days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 30 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a decision on amendments and supplements to the License; in case of refusal to amend or supplement the License, the State Bank shall issue a written reply clearly stating the reasons.

Article 10. Increase in the charter capital of joint-stock non-bank credit institutions

1. The dossier of request for approval of an increase in the charter capital of a non-bank credit institution from convertible bonds, charter capital addition reserve funds, share premium funds, undistributed profits and other funds in accordance with law shall comprise the following documents:

a) A written request for approval of the increase in charter capital of the non-bank credit institution, clearly stating the number and date of the document of the competent decision-making authority approving the plan for increasing the charter capital of the joint-stock non-bank credit institution;

b) A plan for increasing charter capital approved by the competent decision-making authority, which shall include at least the following contents:

(i) Reasons for and necessity of increasing the charter capital;

(ii) Current charter capital and proposed additional charter capital;

(iii) Proposed rounds of charter capital increase during the year and sources of funds to be used for increasing the charter capital; information on the proposed issuance rounds during the year; issuance plan for each round. In case of increasing charter capital through the conversion of convertible bonds into common shares, the plan for increasing charter capital shall include the following contents:

- Total value of bonds issued, issuance rounds, bond terms, bond-to-share conversion ratio, and plan for bond-to-share conversion;

- Total value of bonds already converted into shares, total value of bonds proposed for conversion, bond-to-share conversion ratio, and time of conversion;

(iv) Expected time for completion of the charter capital increase;

(v) Projected balance sheet and business results report for the year immediately following the charter capital increase; proposed plan for utilizing the additional charter capital in business operations;

(vi) Capacity for governance, management and risk control in relation to the new charter capital;

c) A written explanation by the non-bank credit institution, certified by an audit firm, of the impact of the qualified opinion on the conditions for increasing charter capital (in case the audited financial statements of the non-bank credit institution contain a qualified opinion);

d) A list of shareholders and their shareholding ratios of 5% or more of the voting share capital and of the charter capital at the current time and as projected after the charter capital increase; a list of shareholders and their related persons whose aggregate shareholding ratios are 10% or more of the charter capital at the current time and as projected after the charter capital increase. These lists shall contain the following information:

(i) For individuals: Full name; identity number or personal identification number (for individuals holding Vietnamese nationality); passport number or number of valid passport alternative, date of issuance and place of issuance (for individuals not holding Vietnamese nationality);

(ii) For organizations: Name of the organization, head office address, number of the Establishment License or Enterprise Registration Certificate or equivalent document, date of issuance and place of issuance; full name, identity number or personal identification number (for individuals holding Vietnamese nationality), passport number or number of valid passport alternative, date of issuance and place of issuance (for individuals not holding Vietnamese nationality) of the at-law representative of the organization;

(iii) Number of shares and shareholding ratio relative to the number of voting shares and to the current charter capital and the charter capital projected after the non-bank credit institution increases its charter capital (clearly stating the number of common shares and the number of preferred shares);

dd) A report on the total shareholding of foreign investors (foreign individuals and organizations) at the current time and as projected after the non-bank credit institution increases its charter capital.

2. The dossier of request for approval of an increase in the charter capital of a non-bank credit institution other than the cases specified in Clause 1 of this Article shall include the following documents:

a) Documents specified at Points b, c, d and dd Clause 1 of this Article;

b) A written request for approval of the increase in charter capital of the non-bank credit institution, which shall contain a commitment that shareholders and investors have been notified of the rights and obligations of shareholders as prescribed in the Law on Credit Institutions, including the obligations specified at Point c Clause 1 and Clause 2 Article 62 of the Law on Credit Institutions.

c) A declaration of related persons of individuals and organizations expected to become major shareholders, made according to the form prescribed in the Appendix to this Circular;

d) A declaration of taxes paid by individuals and organizations expected to become major shareholders in the most recent year up to the time of submission of the dossier, accompanied by the income tax finalization declaration submitted to the tax office in accordance with law;

dd) A report on outstanding credit balances up to the time of submission of the dossier of organizations and individuals expected to become major shareholders of the non-bank credit institution, major shareholders, members of the Board of Directors, members of the Board of Supervisors, and the General Director (Director) expected to participate in the purchase or acquisition of shares to increase the charter capital of the non-bank credit institution, which shall include at least information on the names of credit institutions and foreign bank branches extending credit, debt classification groups and purposes of credit extension;

e) A copy of the Establishment License or Enterprise Registration Certificate or equivalent document of the organization expected to become a major shareholder (except for Vietnamese organizations);

g) Financial statements of the organization expected to become a major shareholder for the year immediately preceding the year of application for the charter capital increase, audited by an independent audit firm in accordance with law (except where the organization expected to become a major shareholder is a Vietnamese credit institution). In case audited financial statements are not yet available at the time of submission of the dossier of request, unaudited financial statements shall be submitted, and audited financial statements shall be submitted immediately after the audit firm issues the audit report, and responsibility shall be taken for the contents of the submitted financial statements.

3. After completing the charter capital increase, the non-bank credit institution shall submit to the State Bank documents proving the completion of the charter capital increase, comprising:

a) A written request for amendments and supplements to the License regarding the charter capital increase of the non-bank credit institution;

b) A report on the shareholder structure after the non-bank credit institution increases its charter capital, including the contents specified at Points d and dd Clause 1 of this Article;

c) In case of increasing charter capital as prescribed in Clause 1 of this Article, the non-bank credit institution shall submit an accompanying document issued by the State Securities Commission regarding the issuance of shares;

d) In case of increasing charter capital as prescribed in Clause 2 of this Article, the non-bank credit institution shall submit accompanying documents issued by the State Securities Commission regarding the offering of securities; a report on the results of the securities offering; and a written confirmation from the bank where the blocked account is opened regarding the amount of proceeds from the securities offering.

4. Approval procedures:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 10 days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 25 days from the date of receipt of a complete and valid dossier, the Credit Institution Supervision Department shall submit the request of the non-bank credit institution specified in Clause 1 of this Article to the Governor for consideration and decision on issuing a written approval or disapproval;

c) Within 30 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 to grant approval, the State Bank shall issue a written reply clearly stating the reasons;

d) The written approval of the charter capital increase shall be valid for 12 months from the date of signing. In case the charter capital increase has not been completed within the permitted period, if the competent decision-making authority of the non-bank credit institution approves a change to the plan for increasing charter capital previously approved by the State Bank, the written approval of the charter capital increase shall automatically cease to be valid;

dd) Within 10 days from the date of completion of the charter capital increase, the non-bank credit institution shall submit to the State Bank the dossier specified in Clause 3 of this Article;

e) Within 20 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a decision on amendments and supplements to the License regarding the charter capital increase of the non-bank credit institution. In case of refusal, the State Bank shall reply in writing and clearly state the reason.

Article 11. Purchase and sale or transfer of capital contributions of owners and capital contributors

1. The dossier of request for approval of the purchase and sale or transfer of capital contributions to purchasers or transferees that are existing capital contributors of the non-bank credit institution shall include the following documents:

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

- Names and head office addresses of the sellers, purchasers, transferors and transferees;

- Ratio of capital contributions to be transferred; ownership ratios and values of capital contributions of capital contributors, and capital contributors and their related persons, before and after the purchase and sale or transfer of capital contributions;

- Expected time of the purchase and sale or transfer;

- Reasons for the purchase and sale or transfer;

b) Documents of the competent decision-making authorities of the sellers, transferors, purchasers and transferees approving the purchase and sale or transfer of capital contributions;

c) A written request for the purchase or acquisition of capital contributions through transfer, signed by the at-law representative of the purchaser or transferee;

d) A written agreement or commitment on the purchase and sale or transfer of capital contributions between the seller or transferor and the purchaser or transferee;

dd) A commitment to use lawful sources of funds of the purchaser or transferee to purchase or acquire capital contributions of the non-bank credit institution through transfer;

e) Financial statements of the purchaser or transferee for the year immediately preceding the year of application for the purchase and sale or transfer of capital contributions, audited by an independent audit firm in accordance with law (except where the purchaser or transferee is a Vietnamese credit institution). In case audited financial statements are not yet available at the time of submission of the dossier of request, unaudited financial statements shall be submitted, and audited financial statements shall be submitted immediately after the audit firm issues the audit report, and responsibility shall be taken for the contents of the submitted financial statements.

2. The dossier of request for approval of the purchase and sale or transfer of capital contributions to purchasers or transferees that are new capital contributors shall include:

a) Documents specified at Points a, b, c, d and dd Clause 1 of this Article;

b) Documents of the new capital contributors of the non-bank credit institution, as required for founding members establishing a non-bank credit institution in accordance with relevant law.

3. The dossier of request for approval of the purchase and sale or transfer of capital contributions to purchasers or transferees that are new owners shall include:

a) Documents specified at Points a, c, d and dd Clause 1 of this Article;

b) Documents of the competent decision-making authorities of the sellers, transferors, purchasers and transferees approving the contents of the plan for the purchase and sale or transfer of capital contributions;

c) A plan for the purchase and sale or transfer of capital contributions, which shall include at least the following contents:

(i) Name, address and website (if any) of the non-bank credit institution;

(ii) Information on the sellers, transferors, purchasers and transferees: Name of the organization, head office address, number of the Establishment License or Enterprise Registration Certificate or equivalent document, date of issuance and place of issuance; full name, identity number or personal identification number (for individuals holding Vietnamese nationality), passport number or number of valid passport alternative, date of issuance and place of issuance (for individuals not holding Vietnamese nationality) of the at-law representative of the organization;

(iii) Reasons for the purchase and sale or transfer of capital contributions;

(iv) Summary of the financial situation and operational results, and compliance with prudential ratios in the operations of the non-bank credit institution in the year immediately preceding the year of submission of the dossier and at the time of application for the purchase and sale or transfer of capital contributions;

(v) Rights and obligations of the sellers, transferors, purchasers, transferees and related organizations and individuals (if any);

(vi) Transfer price, payment term and method; time limit for handing over the non-bank credit institution to the new owner;

(vii) Responsibilities of the sellers, transferors, purchasers and transferees for expenses arising during the transfer process;

(viii) Plans for handling cases where a party participating in the purchase and sale or transfer unilaterally cancels the purchase and sale or transfer agreement;

(ix) Proposed organizational structure, personnel, operational network and other matters related to the organization and operation of the non-bank credit institution after the purchase and sale or transfer of capital contributions;

(x) Proposed business plan for the first 03 years of the non-bank credit institution after the purchase and sale or transfer, which shall include at least the following contents: Market analysis, business strategies, objectives and plans; projected financial statements for each year (balance sheet; business results report; cash flow statement); prudential limits and ratios in operations; operational efficiency indicators and explanations of the feasibility of achieving financial indicators in each year;

(xi) Measures for converting and integrating management information systems, internal control systems, internal audit systems and data transmission systems to ensure uninterrupted operations during and after the purchase and sale or transfer;

d) Documents of the new owner of the non-bank credit institution, as required for an owner establishing a non-bank credit institution in accordance with relevant law.

4. Approval procedures:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 10 working days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 35 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 reply in writing and clearly state the reason;

c) Within 03 months from the date on which the State Bank issues its written approval, the parties participating in the purchase and sale or transfer shall complete the purchase and sale or transfer of capital contributions. Upon expiry of the above time limit, if the parties participating in the purchase and sale or transfer have not carried out the purchase and sale or transfer of capital contributions, the State Bank's written approval shall automatically cease to be valid;

d) Within 05 working days from the date of completion of the purchase and sale or transfer, the non-bank credit institution shall submit to the State Bank a written report on the implementation results, accompanied by documents proving the completion of the purchase and sale or transfer.

5. For a non-bank credit institution placed under special control that transfers all capital contributions under an approved restructuring plan, after completing the transfer of all capital contributions, the non-bank credit institution shall submit to the State Bank a written report on the results of the transfer of capital contributions, a list of capital contributors and their capital contribution ratios before and after the transfer, accompanied by documents proving the completion of the transfer of all capital contributions.

6. In case the purchase and sale or transfer of capital contributions results in the necessity to amend and supplement the License regarding the operation term, owner or capital contributors, the amendments and supplements to the License shall be made in accordance with the following provisions:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. The dossier shall include:

(i) A written request for amendments and supplements to the License and documents proving the completion of the purchase and sale or transfer of capital contributions as specified at Point d Clause 4 or Clause 5 of this Article;

(ii) In case of changing the operation term due to a change of owner, in addition to the documents specified at Point a(i) of this Clause, the non-bank credit institution shall supplement the dossier with a document on the operation term of the owner;

b) Within 14 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a decision on amendments and supplements to the License at the request of the non-bank credit institution. In case of refusal, the State Bank shall reply in writing and clearly state the reason.

Article 12. Purchase or receipt of transfer of shares resulting in becoming a major shareholder

1. The dossier of request for approval of the purchase or receipt of shares, resulting in becoming a major shareholder:

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

(i) Information on the sellers, transferors and purchasers or transferees of shares:

- For individuals: Full name; identity number or personal identification number (for individuals holding Vietnamese nationality); passport number or number of valid passport alternative, date of issuance and place of issuance (for individuals not holding Vietnamese nationality);

- For organizations: Name of the organization, head office address, number of the Establishment License or Enterprise Registration Certificate or equivalent document, date of issuance and place of issuance; full name, identity number or personal identification number (for individuals holding Vietnamese nationality), passport number or number of valid passport alternative, date of issuance and place of issuance (for individuals not holding Vietnamese nationality) of the at-law representative of the organization;

(ii) Number of shares purchased or acquired through transfer and total par value of shares purchased or acquired through transfer;

(iii) Number of shares owned, total par value of shares owned, and shareholding ratio relative to the charter capital of the non-bank credit institution before and after the purchase or acquisition of transfer;

(iv) Expected transaction date;

(v) A commitment that shareholders and investors have been notified of the rights and obligations of shareholders as prescribed in the Law on Credit Institutions, including the obligations specified at Point c Clause 1 and Clause 2 Article 62 of the Law on Credit Institutions;

(b) A written request for the purchase or acquisition of shares through transfer, signed by the at-law representative of the purchaser or transferee;

(c) A written agreement or commitment on the purchase or acquisition of shares through transfer between the seller and the purchaser, or between the transferor and the transferee;

(d) A list of major shareholders and related persons of major shareholders of the non-bank credit institution before and after the purchase or acquisition of shares through transfer, clearly stating:

(i) For individuals: Full name; identity number or personal identification number (for individuals holding Vietnamese nationality); passport number or number of valid passport alternative, date of issuance and place of issuance (for individuals not holding Vietnamese nationality);

(ii) For organizations: Name of the organization, head office address, number of the Establishment License or Enterprise Registration Certificate or equivalent document, date of issuance and place of issuance; full name, identity number or personal identification number (for individuals holding Vietnamese nationality), passport number or number of valid passport alternative, date of issuance and place of issuance (for individuals not holding Vietnamese nationality) of the at-law representative of the organization;

(iii) Number of shares and shareholding ratio relative to the voting share capital and to the charter capital of the non-bank credit institution after the purchase or acquisition of shares through transfer (clearly stating the number of common shares and the number of preferred shares);

dd) A report on the outstanding credit balance of the purchaser or transferee as of the date of submission of the dossier, including at least information on the names of credit institutions and foreign bank branches granting credit, debt classification groups and purposes of credit extension;

e) A declaration of related persons of the purchaser or transferee, made according to the form prescribed in the Appendix issued together with this Circular;

g) A declaration of taxes paid by the purchaser or transferee in the most recent year up to the date of submission of the dossier, accompanied by the income tax finalization declaration submitted to the tax office in accordance with law;

h) A copy of the Establishment License or Enterprise Registration Certificate or equivalent document of the purchaser or transferee (except where the purchaser or transferee is a Vietnamese organization);

i) Financial statements of the purchaser or transferee for the year immediately preceding the year of submission of the dossier of request, audited by an independent audit firm in accordance with law (except where the purchaser or transferee is a Vietnamese credit institution). In case audited financial statements are not yet available at the time of submission of the dossier of request, unaudited financial statements shall be submitted, and audited financial statements shall be submitted immediately after the audit firm issues the audit report, and responsibility shall be taken for the contents of the submitted financial statements.

2. Approval procedures:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 10 days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 30 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 reply in writing and clearly state the reason.

3. Within 05 working days from the date of completion of the purchase or acquisition of shares through transfer, resulting in becoming a major shareholder, the non-bank credit institution shall submit a written report to the State Bank.

Article 13. Suspension of transactions for 05 working days or more, except for suspension of transactions due to force majeure events

1. The dossier of request includes:

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

- Number of days and expected period of suspension of transactions;

- Reasons for suspension of transactions;

- Proposed measures to minimize the impact of the suspension of transactions on the rights and interests of customers;

b) A document of the competent decision-making authority approving the suspension of transactions.

2. Approval procedures:

a) At least 30 days before the expected date of suspension of transactions, the non-bank credit institution shall prepare and submit a dossier to the State Bank Regional Branch where the non-bank credit institution has its head office. In case the dossier is incomplete or invalid, within 10 days from the date of receipt of the dossier, the State Bank Regional Branch shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 10 days from the date of receipt of a complete and valid dossier, the State Bank Regional Branch shall consider and issue a written approval or disapproval of the request of the non-bank credit institution. In case of refusal, the State Bank Regional Branch shall reply in writing and clearly state the reason.

Article 14. Amendments and supplements to the License of a non-bank credit institution as specified at Point e Clause 1 Article 1 of this Circular

1. The dossier of request includes:

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

- Reasons for and necessity of amendments and supplements to the License;

- Proposed measures related to amendments and supplements to the License affecting the organization and operation of the non-bank credit institution;

b) A document of the competent decision-making authority approving amendments and supplements to the License;

c) Documents proving the necessity of amendments and supplements to the License and other documents as prescribed by law.

2. Approval procedures:

a) The non-bank credit institution shall prepare and submit a dossier to the State Bank. In case the dossier is incomplete or invalid, within 10 days from the date of receipt of the dossier, the State Bank shall issue a written request for the non-bank credit institution to supplement the dossier;

b) Within 20 days from the date of receipt of a complete and valid dossier, the Credit Institution Supervision Department shall submit the dossier to the Governor for consideration and decision on amendments and supplements to the License;

c) Within 25 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a decision on amendments and supplements to the License. In case of refusal, the State Bank shall reply in writing and clearly state the reason.

Article 15. Notification to business registration authorities of changes to non-bank credit institutions during their operation

1. 1. Within 03 working days from the date on which the State Bank issues a decision on amendments and supplements to the License of a non-bank credit institution, the Credit Institution Supervision Department shall notify the business registration authority in writing for updating in the national information system on enterprise registration.

2. In addition to the information specified in Clause 1 of this Article, in case a non-bank credit institution makes change to information on business registration contents in accordance with the law on enterprise registration that have not yet been updated in the national information system on enterprise registration, the non-bank credit institution shall send a written notification to the State Bank (the Credit Institution Supervision Department) for forwarding to the business registration authority.

Within 03 working days from the date of receipt of the written notification from the non-bank credit institution, the Credit Institution Supervision Department shall notify the business registration authority in writing for updating in the national information system on enterprise registration.

Chapter III

IMPLEMENTATION ORGANIZATION

Article 16. Responsibilities of non-bank credit institutions

1. Comply with the provisions on dossiers and procedures for approval of changes and amendments and supplements to Licenses as prescribed in this Circular, and take responsibility before law for the accuracy, completeness and truthfulness of the information provided in the dossiers.

2. Supplement dossiers at the request of the State Bank or State Bank Regional Branch within 45 days from the date of issuance of the written request for dossier supplementation. Upon expiry of the above time limit, if the non-bank credit institution fails to supplement the dossier as requested, the State Bank or State Bank Regional Branch shall not consider the non-bank credit institution's request for approval of changes.

3. Amend and supplement its Charter in accordance with the changes approved by the State Bank and disclose information in accordance with the Law on Credit Institutions and this Circular.

Article 17. Responsibilities for implementation organization

The heads of units under the State Bank and non-bank credit institutions shall be responsible for organizing the implementation of this Circular.

Article 18. Implementation provision

1. This Circular takes effect on February 06, 2026.

2. This Circular shall annul:

a) Circular No. 25/2017/TT-NHNN dated December 29, 2017, of the Governor of the State Bank of Vietnam, providing for dossiers, order and procedures for approval of changes to non-bank credit institutions;

b) Article 2 of Circular No. 30/2024/TT-NHNN dated June 30, 2024, of the Governor of the State Bank of Vietnam, amending and supplementing a number of articles of the Circulars providing for dossiers and procedures for approval of changes to and operational networks of non-bank credit institutions.

Article 19. Transitional provisions

Non-bank credit institutions that have submitted complete and valid dossiers of request for approval of changes to one or more contents specified in Clause 1 Article 1 of this Circular before the effective date of this Circular, and that comply with the law in force at that time, may continue to carry out the procedures in accordance with Circular No. 25/2017/TT-NHNN dated December 29, 2017, of the Governor of the State Bank of Vietnam, providing for dossiers, order and procedures for approval of changes to non-bank credit institutions, as amended and supplemented in 2024./.

* All Appendices are not translated herein.