Circular 26/2025/TT-NHNN amend Circular 62/2024/TT-NHNN defining the conditions, dossiers and procedures for approving the reorganization of commercial banks and non-bank credit institutions

CIRCULAR

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

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;

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;

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

The Governor of the State Bank of Vietnam promulgates the Circular 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.

Article 1. Amending and supplementing a number of clauses of Article 1

1. To amend Clause 3 as follows:

"3. The reorganization of credit institutions under special control must be carried out according to the plan on restructuring of the credit institution under special control that has already been approved based on the procedures defined in this Circular, except for the case specified in Clause 4 of this Article.".

2. To add Clause 4 and Clause 5 as follows:

"4. The reorganization of commercial banks subject to compulsory transfer, shall, at the time of compulsory transfer, be carried out according to the decision on compulsory transfer.

5. The disclosure of information on the reorganization of credit institutions under special control must be carried out according to the law on special control of credit institutions.".

Article 2. Amending and supplementing a number of clauses of Article 5

1. To amend and supplement Clause 1 as follows:

"1. A dossier of request for approval for reorganization of a credit institution shall be made in 01 set in Vietnamese and submitted to the State Bank by one of the following methods:

a) Submitting online via the National Public Service Portal or the State Bank's Public Service Portal (if any) for dossiers of request for approval for legal-form transformation prescribed in Article 17 of this Circular;

b) Submitting directly at the Single-window section of the State Bank;

c) Sending via postal service.".

2. To add Clauses 6 and 7 as follows:

"6. When submitting online dossiers via the National Public Service Portal or the State Bank's Public Service Portal (if any), electronic dossiers may be signed with digital signatures in accordance with the law on implementation of administrative procedures in the electronic environment.

In case either the system of the National Public Service Portal or the State Bank's Public Service Portal encounters a problem or an error preventing receipt and exchange of electronic information, the declaration, sending, receipt, return of results, exchanging and responding to information shall be carried out via postal service or directly at the Single-window section of the State Bank.

7. Documents in an electronic dossier are electronic copies scanned from the originals and official copies (PDF files).".

Article 3. Amending and supplementing Clause 3 Article 8

"3. Ensure the stable operation of the credit institution participating in the merger or consolidation before the Project for merger or consolidation is approved by the competent deciding authority of the credit institution. Documents related to the merger or consolidation of credit institutions must be prepared in a prudent, honest, accurate and non-misleading manner.".

Article 4. Amending and supplementing a number of points and clauses of Article 13

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

"b) The credit institution shall supplement and complete the dossier within 30 days from the date the State Bank issues the written request for supplementation and completion of the dossier. Upon expiry of this time limit, the credit institution must resubmit the dossier as prescribed in this Circular to the State Bank for consideration and approval;".

2. To amend and supplement Point b Clause 3 as follows:

"b) The credit institution shall supplement and complete the dossier and send it to the State Bank within 45 days from the date the State Bank issues the written request for supplementation and completion of the dossier. Upon expiry of this time limit, if the State Bank has not received the above-mentioned dossier, the document on approval for the rules for merger of the credit institution shall cease to be effective;".

Article 5. Amending and supplementing a number of points and clauses of Article 14

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

"b) The credit institution shall supplement and complete the dossier within 30 days from the date the State Bank issues the written request for supplementation and completion of the dossier. Upon expiry of this time limit, the credit institution must resubmit the dossier as prescribed in this Circular to the State Bank for consideration and approval;".

2. To amend and supplement Point b Clause 3 as follows:

"b) The credit institution shall supplement and complete the dossier and send it to the State Bank within 45 days from the date the State Bank issues the written request for supplementation and completion of the dossier. Upon expiry of this time limit, if the State Bank does not received the above-mentioned dossier, the document on approval for the rules for merger of the credit institution shall cease to be effective;".

3. To amend and supplement Clause 5 as follows:

"5. Within 05 working days from the date on which the license for establishment and operation of a consolidated credit institution ceases to be valid, the consolidated credit institution must return such license to the State Bank and the post-consolidation credit institution shall send a report on completion of the consolidation, including information about the legal representative of the consolidated credit institution (if any change) to the State Bank.".

Article 6. Amending and supplementing Clause 3 of Article 15

"3. Ensure the stable operation of the credit institution before the plan for legal transformation is approved by the competent deciding authority of the credit institution. Dossiers and documents related to the transformation of the legal form of a credit institution must be prepared in a prudent, honest, accurate and non-misleading manner.".

Article 7. Amending and supplementing Points b and c, Clause 2, Article 16

"b) The transformed credit institution must satisfy the conditions for share offering as prescribed in relevant law regulations in case of initial public offering to transform a limited liability company into a joint-stock company;

c Founding shareholders (if any), major shareholders and/or strategic shareholders of the post-transformation credit institution must satisfy the conditions as prescribed by law applicable to founding shareholders of a newly established credit institution, except where such founding shareholders, major shareholders and strategic shareholders are commercial banks receiving compulsory transfers and implementing the compulsory transfer plan;".

Article 8 Amending and supplementing Point l(i), Clause 2, Article 17

"(i) A report on the results of stock offering and the certification from the bank or foreign bank branch holding the escrow account on the proceeds from the offering, the document of the State Securities Commission acknowledging receipt of the report on the offering results in the case of an initial public offering to convert a limited liability company into a joint-stock company or transfer contract or papers evidencing the completion of the transfer in case of transfer of contributed capital; Papers evidencing the capital contribution of the new shareholder in case of receiving the new shareholder;".

Article 9. Amending and supplementing a number of points and clauses of Article 19

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

"b) The credit institution shall supplement and complete the dossier within 30 days from the date the State Bank issues the written request for supplementation and completion of the dossier. Upon expiry of this time limit, the credit institution must resubmit the dossier as prescribed in this Circular to the State Bank for consideration and approval;".

2. To amend and supplement Point b Clause 3 as follows:

"b) The credit institution shall supplement and complete the dossier and send it to the State Bank within 45 days from the date the State Bank issues the written request for supplementation and completion of the dossier. Upon expiry of this time limit, if the State Bank does not received the above-mentioned dossier, the document on approval for the rules for the transformation of legal form shall cease to be effective;".

3. Clause 5 is amended as follows:

"5. Within 05 working days from the date on which the license for establishment and operation of the transformed credit institution ceases to be valid, the transformed credit institution must return such license to the State Bank and the post-transformation credit institution shall send a report on completion of the transformation, including information about the legal representative of the transformed credit institution (if any change) to the State Bank.".

Article 10. Amending and supplementing Clause 2 of Article 20

"2. Ensure the stable operation of the non-bank credit institution before the transformation plan is approved by the competent deciding authority of the non-bank credit institution. Dossiers and documents related to the transformation of non-bank credit institutions must be prepared in a prudent, honest and accurate manner.".

Article 11. Amending and supplementing Clause 2 of Article 24

"2. The non-bank credit institution shall supplement and complete the dossier within 30 days from the date the State Bank issues the written request for supplementation and completion of the dossier. Upon expiry of this time limit, the non-bank credit institution must resubmit the dossier as prescribed in this Circular to the State Bank for consideration and approval.".

Article 12. Amending and supplementing Article 25

"Within 05 working days from the date on which the domestic branch, transaction bureau or representative office of the post-reorganization credit institution operates under the new name, the post-reorganization credit institution shall submit a written report to the regional State Bank branch where the office of branch, transaction bureau, or representative office is located on the change information about the name of branches, transaction bureau and representative offices (including name, name written in foreign languages, abbreviated name).".

Article 13. Amending and supplementing a number of clauses of Article 26

1. To amend and supplement Clause 3 as follows:

"3. Within 05 working days from the date of receipt of the report from the post-transformation credit institution as prescribed in Clause 5, Article 19 of this Circular, the unit in charge of handling of the dossier of request for approval of the reorganization of the credit institution shall be responsible for notifying in writing the grant of the license for establishment and operation for the post-transformation credit institution, together with the license, including the information about the legal representative of the transformed credit institution (if any change); the revocation of the establishment and operation license of the transformed credit institution to the provincial-level business registration agency where headquarters of the post-transformation credit institution and the transformed credit institution are located for the update in the national information system on enterprise registration.".

2. To amend and supplement Clause 5 as follows:

"5. Within 05 working days from the date of receipt of the document of the credit institution specified in Article 25 of this Circular, the regional State Bank branch shall be responsible for notifying in writing information on the change of name of the branch, transaction bureau, or representative office to the provincial-level business registration agency where the office of the branch, transaction bureau, or representative office is located for the update in the national information system on enterprise registration.".

Article 14. Amending and supplementing Clause 6 Article 27

"6. Ensure the stable operation of the credit institution as prescribed in Clause 3, Article 8, Clause 3, Article 15, Clause 2, Article 20 of this Circular.".

Article 15. Responsibilities for implementation

Heads of units of the State Bank of Vietnam, commercial banks and non-bank credit institutions shall take responsibility for the implementation of this Circular.

Article 16. Effect

This Circular takes effect from October 25, 2025./.