Circular 52/2026/TT-NHNN conditions for opening, operational contents of, transaction offices of foreign bank branches in free trade zones, non-tariff zones

CIRCULAR

On conditions, dossiers and procedures for opening, and operational contents of, transaction offices of foreign bank branches in free trade zones and non-tariff zones

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, amended and supplemented under Law No. 96/2024/QH15;

Pursuant to the Law on Urban Development No. 18/2026/QH16;

Pursuant to the Government’s Decree No. 26/2025/ND-CP defining the functions, tasks, powers and organizational structure of the State Bank of Vietnam, amended and supplemented under Decree No. 198/2026/ND-CP;

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

The Governor of the State Bank of Vietnam hereby promulgates the Circular on conditions, dossiers and procedures for opening, and operational contents of, transaction offices of foreign bank branches in free trade zones and non-tariff zones.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular details Point c, Clause 5, Article 21 and Point c, Clause 3, Article 53 of the Law on Urban Development, including conditions, dossiers and procedures for approval of establishment; commencement of operations; renaming; relocation of office; termination of operations; and operational contents applicable to transaction offices of foreign bank branches in free trade zones and non-tariff zones within special economic zones.

Article 2. Subjects of application

1. Foreign bank branches licensed for establishment by the State Bank of Vietnam (hereinafter referred t as foreign bank branches).

2. Transaction offices of foreign bank branches in free trade zones and non-tariff zones within special economic zones.

3. Other relevant agencies, organizations and individuals.

Article 3. Interpretation of terms

In this Circular, the following terms shall be construed as follows:

1. Transaction office of a foreign bank branch in a free trade zone or non-tariff zone within a special economic zone means a transaction office managed by a foreign bank branch, applying the dependent accounting method, having its own seal, and having its head office located outside the head office of the foreign bank branch and within a free trade zone or non-tariff zone in a special economic zone (hereinafter referred to as the transaction office).

2. Non-tariff zones within special economic zones (hereinafter referred to as non-tariff zones) and free trade zones shall be identified in accordance with the Law on Urban Development and its guiding documents.

3. Date of application means the day, month and year stated in the written application for establishment of a transaction office.

4. Address information includes address, phone, facsimile, email and website.

Article 4. Competence to approve the establishment, relocation of offices and termination of operations; commencement of operations; renaming; principles of preparation, submission and return of dossiers; notification of information to business registration agencies; and disclosure of information regarding transaction offices

1. Competence to approve the establishment, relocation of offices and termination of operations of transaction offices:

a) The Director of the Credit Institution Supervision Department shall consider and approve the establishment of transaction offices and the mandatory termination of operations of transaction offices;

b) The Director of the SBV regional branch of the locality where the transaction office’s head office is located shall consider and approve the relocation of its head office, except as specified in Clause 5, Article 9 of this Circular, and the voluntary termination of the transaction office's operations.

2. The commencement of operations and renaming of transaction offices shall comply with the regulations of the Governor of the State Bank of Vietnam (hereinafter referred to as the Governor of the State Bank) on the operation networks of commercial banks applicable to transaction offices of commercial banks.

3. The principles of preparation, submission and return of dossiers; notification of information to business registration agencies; and disclosure of information regarding transaction offices shall comply with the regulations of the Governor of the State Bank on the operation networks of commercial banks applicable to transaction offices of commercial banks and this Circular.

Chapter II

ESTABLISHMENT AND RELOCATION OF OFFICES OF TRANSACTION OFFICES

Article 5. Conditions for establishment of transaction offices

To establish a transaction office, a foreign bank branch must fully satisfy the following conditions:

1. The actual value of its allocated capital as of December 31 of the year preceding the year of application and in the month preceding the month of application must be at least VND 3,000 billion.

2. Its business operation is profitable according to the audited financial statements of the year preceding the year of application.

3. During the 12 months preceding the month of application, it complies with the restrictions to ensure safety in the operations of foreign bank branches specified in Articles 134, 135 and 136 and Clause 1, Article 138 of the Law on Credit Institutions and the guiding documents of the State Bank of Vietnam (hereinafter referred to as the State Bank), and fully and properly complies with the law on classification of assets, levels and methods of setting aside risk provisions, and use of provisions for handling operational risks.

4. Its ratio of non-performing loans in accordance with the Governor of State Bank's regulations on classification of assets at the time of December 31 of the year preceding the year of application and at the last day of the month preceding the month of application must not exceed 3% or another ratio as decided by the Governor of the State Bank in each period.

5. At the time of application, the foreign bank branch has an internal control system compliant with the Law on Credit Institutions and the State Bank’s guiding documents on internal control systems of commercial banks and foreign bank branches, and the position of its Chief Executive Officer (Director) is not vacant.

6. It has not been administratively sanctioned for violations concerning organization, governance or administration, except violations concerning internal regulations, or for violations concerning extension of credit during the 12 months preceding the month of application.

7. It is rated A or B according to the latest rating results notified by the State Bank as of the time of application and the time of approval.

Article 6. Number of transaction offices permitted for establishment

Each foreign bank branch may establish one (01) transaction office within the territory of Vietnam. Such transaction office must have its head office located within a free trade zone or non-tariff zone.

Article 7. Dossiers of application for approval for establishment of transaction offices

1. A written application of the foreign bank branch, signed by its Chief Executive Officer (Director), requesting the State Bank to approve the establishment of a transaction office, made according to the form provided in Appendix I to this Circular.

2. The decision of the Chief Executive Officer (Director) of the foreign bank branch on the establishment of the transaction office.

3. Other documents proving the satisfaction of conditions for establishment of a transaction office specified in Article 5 of this Circular.

Article 8. Procedures for approval for establishment of transaction offices

1. The foreign bank branch shall prepare one dossier set as prescribed in Article 7 of this Circular and send it to the State Bank. In case of incomplete and valid dossier, within 05 working days from the receipt of the dossier, the State Bank shall send a written request to the foreign bank branch for supplementation and completion of the dossier.

2. Within 05 working days from the receipt of the complete and valid dossier, the State Bank shall send written requests for opinions to the following agencies and units:

a) The People’s Committee of the province or centrally run city shall provide its assessment of the necessity for establishing the transaction office; the conformity of the proposed location of the transaction office with the free trade zone or non-tariff zone master plan; and the demand for services of enterprises and investors in the free trade zone or non-tariff zone within the province or centrally run city;

b) The SBV regional branch of the locality where the foreign bank branch’s transaction office is expected to be established shall provide its assessment of the necessity for establishing the transaction office in the free trade zone or non-tariff zone within the province or centrally run city;

c) The SBV regional branch of the locality where the foreign bank branch applying for establishment of the transaction office is headquartered shall, according to its microprudential supervision subjects, provide its opinion on the foreign bank branch’s satisfaction of the conditions specified in Article 5 of this Circular.

3. Within 07 working days after receiving the State Bank's written request, the provincial-level People's Committee and the SBV regional branch specified in Clause 2 of this Article shall give their written opinions on the requested contents.

4. Within 07 working days from the date on which opinions from consulted agencies are fully received, the State Bank shall issue a written approval or refusal to approve the foreign bank branch’s eligibility to establish the transaction office. In case of disapproval, the State Bank shall issue a written reply to the foreign bank branch, clearly stating the reason.

5. Within 12 months after the State Bank issues a written approval, the foreign bank branch shall commence the transaction office’s operations. Past this time limit, if the foreign bank branch fails to commence operation, the written approval of the State Bank shall automatically cease to be valid.

Article 9. Relocation of transaction offices

1. The foreign bank branch may relocate its transaction office within a free trade zone or non-tariff zone where such transaction office is located.

2. The dossier of application for relocation of a transaction office shall comprise: A written application of the foreign bank branch, signed by its Chief Executive Officer (Director), requesting approval for relocation of the transaction office, made according to the form provided in Appendix II to this Circular.

3. The order for relocation of the transaction office shall comply with the regulations of the Governor of the State Bank on operation networks of commercial banks applicable to relocation of the commercial bank’s transaction office within a province or centrally run city.

4. The validity of the written approval for relocation issued by the SBV regional branch of the locality where the transaction office is headquartered; the foreign bank branch’s written report to such SBV regional branch on satisfaction of the requirements for commencement of operations of the transaction office; relocation of the transaction office before commencement of operations; and change of the address of the transaction office’s head office without relocation shall comply with the regulations of the Governor of the State Bank on operation networks of commercial banks applicable to transaction offices of commercial banks.

5. Where the boundaries of a free trade zone are adjusted, part of a free trade zone ceases operations, or a non-tariff zone is reduced in size in accordance with the Law on Urban Development and its guiding documents, resulting in the location of the transaction office’s head office no longer falling within the free trade zone or non-tariff zone:

a) Before the date on which the location of the transaction office ceases to fall within the free trade zone or non-tariff zone, the foreign bank branch shall relocate the transaction office and submit a written report to the SBV regional branch of the locality where the transaction office is headquartered, specifying the following:

(i) Address information of the transaction office and the expected date on which the transaction office will commence operations at the new location;

(ii) Satisfaction of the requirements for commencement of operations of the transaction office specified in Clause 2, Article 4 of this Circular.

Within 03 working days from the date of receipt of the foreign bank branch’s written report, the SBV regional branch of the locality where the transaction office is headquartered shall notify in writing the provincial-level business registration agency of the change in the transaction office’s address information for updating in the National Business Registration System.

The foreign bank branch shall disclose on its website and at the head office of the transaction office the information on the name, former and new locations of the transaction office’s head office, and other information, if necessary;

b) If the foreign bank branch does not relocate the transaction office, the transaction office shall terminate its operations from the date on which the location of its head office ceases to fall within the free trade zone or non-tariff zone, in accordance with Clause 1, Article 11 of this Circular.

Chapter III

OPERATIONS OF TRANSACTION OFFICES

Article 10. Operations of transaction offices

1. A transaction office may conduct the operations of the foreign bank branch specified in the establishment license granted by the State Bank, except for operations that transaction offices of commercial banks are not permitted to conduct under the regulations of the Governor of the State Bank on operation networks of commercial banks.

2. A transaction office may conduct the operations specified in Clause 1 of this Article for:

a) Foreign investors in the free trade zone or non-tariff zone where the transaction office’s is headquartered, as prescribed in the Law on Urban Development;

b) Enterprises having their head offices and conducting production and business activities in the free trade zone where the transaction office is headquartered, or enterprises conducting production and business activities in the non-tariff zone where the transaction office is headquartered, as prescribed in the Law on Urban Development.

Chapter IV

TERMINATION OF OPERATION OF TRANSACTION OFFICES

Article 11. Automatic termination of operation of transaction offices

1. A transaction office shall automatically terminate its operations when the entire free trade zone ceases operations or the non-tariff zone ceases operations in accordance with the Law on Urban Development and its guiding documents, or in the case specified at Point b, Clause 5, Article 9 of this Circular. Within 07 working days before the date of termination of the transaction office’s operations, the foreign bank branch shall submit a written report to the Credit Institution Supervision Department, the SBV regional branch of the locality where the foreign bank branch is headquartered according to its microprudential supervision subjects, and the SBV regional branch of the locality where the transaction office is headquartered, clearly stating the reason for and date of termination of operations.

Within 03 working days from the date of receipt of the foreign bank branch’s written report, the SBV regional branch of the locality where the transaction office is headquartered shall notify in writing the provincial-level business registration agency, enclosing the foreign bank branch’s report, for updating in the National Business Registration System.

2. Other cases of automatic termination of operation shall comply with the regulations of the Governor of the State Bank on operation networks of commercial banks applicable to transaction offices of commercial banks.

Article 12. Voluntary termination of operation of transaction offices

1. A dossier of application for voluntary termination of operations of a transaction office shall comprise:

 a) A written application of the foreign bank branch, signed by its Chief Executive Officer (Director), requesting termination of operation of a transaction office, made according to the form provided in Appendix III to this Circular;

b) The decision of the Chief Executive Officer (Director) of the foreign bank branch on termination of operation of the transaction office;

c) The plan on dealing with assets, rights, obligations and related interests of the transaction office of which operations are to be terminated.

2. The order for approval of voluntary termination of operation of a transaction office; the foreign bank branch’s completion of legal procedures for termination of operation of its transaction office; and the foreign bank branch’s reporting to the Credit Institution Supervision Department, the SBV regional branch of the locality where the foreign bank branch is headquartered according to its microprudential supervision subjects, and the SBV regional branch of the locality where the transaction office is headquartered shall comply with the regulations of the Governor of the State Bank on operation networks of commercial banks applicable to transaction offices of commercial banks.

Article 13. Mandatory termination of operation of transaction offices

The mandatory termination of operation of transaction offices shall comply with the regulations of the Governor of the State Bank on operation networks of commercial banks applicable to transaction offices of commercial banks.

Chapter V

IMPLEMENTATION ORGANIZATION

Article 14. Responsibilities of foreign bank branches

1. To take responsibility before the law for the accuracy and completeness of the information provided in dossiers.

2. To make information disclosure in compliance with Clause 3, Article 4 of this Circular.

3. To take responsibility for the organization and operation of transaction offices; to report SBV regional branches of localities where transaction offices are headquartered of the handling arising issues concerning the organization and operation of local transaction offices.

4. To report on the transaction offices’ operations at the request of the SBV regional branches of the localities where the transaction offices are headquartered.

5. To regularly manage and supervise operations of transaction offices.

6. To fulfil the responsibilities of foreign bank branches upon termination of operation of transaction offices in accordance with the regulations of the Governor of the State Bank on operation networks of commercial banks regarding the responsibilities of commercial banks for their transaction offices.

7. To perform other contents defined in this Circular.

Article 15. Responsibilities of SBV regional branches where the transaction offices are headquartered

1. To take responsibility before the Governor of the State Bank when handling matters under their competence defined in this Circular.

2. To receive dossiers, give approval or disapproval for the cases under the competence of the Directors of SBV regional branches specified in Clause 1, Article 4 of this Circular.

3. To manage, inspect, examine and supervise the operations of transaction offices within localities.

4. To submit written requests to the Credit Institution Supervision Department for termination of operation of transaction offices that fall into any case subject to mandatory termination of operation.

5. To periodically provide, or provide when an issue requiring coordinated handling arises, information relating to the operations, inspection, examination and supervision of transaction offices to the Credit Institution Supervision Department and the SBV regional branch of the locality where the foreign bank branch is headquartered according to its microprudential supervision subjects.

Article 16. Responsibilities of SBV regional branches where the foreign bank branches subject to microprudential supervision are headquartered

1. To provide opinions on the satisfaction of the conditions specified in Article 5 of this Circular by foreign bank branches under the microprudential supervision that apply for establishment of transaction offices.

2. If, during inspection or supervision, it detects a case subject to mandatory termination of operation of a transaction office, the SBV regional branch where the foreign bank branch is headquartered shall immediately provide such information to the Credit Institution Supervision Department.

Article 17. Responsibilities of the Credit Institutions Supervision Department

1. To take responsibility before the Governor of the State Bank when handling matters under their competence defined in this Circular.

2. To receive dossiers, give approval or disapproval for the cases under the competence of the Directors of Credit Institutions Supervision Department specified in Clause 1, Article 4 of this Circular.

3. To act as the focal point for considering and submitting to the Governor of the State Bank for handling issues arising in connection with the establishment and termination of operation of transaction offices of foreign bank branches.

4. To provide the written approval for establishment of a transaction office specified in Article 8 of this Circular to the regional State Bank branch of the locality where the foreign bank branch is headquartered and the SBV regional branch of the locality where the foreign bank branch proposes to locate the transaction office’s head office.

Article 18. Responsibilities of the State Bank Inspectorate

1. To provide the Credit Institution Supervision Department with information on administrative penalties imposed for the violations specified in Clause 6, Article 5 of this Circular for consideration and approval of the establishment of transaction offices.

2. If, during an inspection, it detects a case subject to mandatory termination of operation of a transaction office, the State Bank Inspectorate shall immediately provide such information to the Credit Institution Supervision Department.

Article 19. Responsibilities of related Departments under the State Bank

1. The State Bank Office shall publish information on transaction offices of foreign bank branches on the State Bank’s Portal in accordance with the regulations of the Governor of the State Bank on operation networks of commercial banks applicable to transaction offices of commercial banks.

2. Departments under the State Bank shall, within the ambit of their respective functions and tasks, handle matters arising in connection with foreign bank branches opening transaction offices.

Article 20. Effect

This Circular takes effect from October 01, 2026.

Article 21. Responsibility for implementation organization

Heads of units under the State Bank, and foreign bank branches shall organize the implementation of this Circular./.