Circular 50/2025/TT-NHNN prescribing dossiers and procedures for approving changes of commercial banks and foreign bank branches

CIRCULAR

Prescribing dossiers and procedures for approving changes of commercial banks and foreign bank branches

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

Pursuant to the Law No. 32/2024/QH15 on Credit Institutions, which was amended and supplemented by the Law No. 96/2025/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 Director of the Department of Banking System Safety;

The Governor of the State Bank of Vietnam promulgates the Circular prescribing dossiers and procedures for approving changes of commercial banks and foreign bank branches.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. This Decree provides:

a) Dossiers and procedures for approving changes in, and modification of, establishment and operation licenses of commercial banks or establishment licenses of foreign bank branches (below referred to as licenses) regarding the following information:

(i) Changes in names and locations of head offices of commercial banks; or changes in names and locations of offices of foreign bank branches;

(ii) Increase in charter capital of commercial banks or allocated capital of foreign bank branches;

(iii) Changes in the operation duration;

b) Dossiers and procedures for approving changes of commercial banks and foreign bank branches:

(i) Purchase and sale or transfer of capital contributions of owners of single-member limited liability commercial banks; purchase and sale or transfer of capital contributions of capital contributors of limited liability commercial banks with two or more members;

(ii) Purchase or receipt of transferred shares leading to the formation of a major shareholder of commercial banks;

(iii) Suspension of transactions for 05 working days or more, except in cases of suspension of transactions due to force majeure events.

2. The purchase and sale or transfer of shares or capital contributions leading to the legal transformation of commercial banks must comply with regulations of the State Bank of Vietnam (hereinafter referred to as the State Bank) and relevant law regulations.

3. Foreign investors may purchase shares of Vietnamese commercial banks in accordance with the regulations on purchase by foreign investors of shares of Vietnamese credit institutions.

Article 2. Subject of application

1. Commercial banks.

2. Foreign bank branches.

3. Organizations and individuals related to dossiers and procedures for approving changes of commercial banks and foreign bank branches prescribed in this Circular.

Article 3. Principles of making, sending and notification of settlement results of dossiers of request for approval of changes

1. A dossier shall be made in one set in Vietnamese. Foreign-language documents in a dossier shall be legalized by a consular office in accordance with Vietnam’s law (except the case of exemption from consular legalization in accordance with the regulations on consular legalization) and translated into Vietnamese. Translations from a foreign language into Vietnamese must have their translators’ signatures authenticated in accordance with laws.

2. For documents in a dossier which are copies, a commercial bank or foreign bank branch shall submit duplicates made from master registers or notarized copies or copies enclosed with original documents for comparison. In case of a dossier with copies submitted enclosed with original documents for comparison, the person checking the documents shall give his/her signature in such copies for certification and take responsibility for the truthfulness of copies to original documents.

3. A written request for approval from a commercial bank or foreign bank branch must be signed by the at-law representative or an authorized representative (hereinafter referred to as the legal representative). In cases where the signature is executed by proxy, the dossier must be accompanied by a power of attorney prepared in accordance with law regulations.

4. Dossier of a commercial bank or foreign bank branch shall be sent to the State Bank or the regional State Bank branch in one of the following forms:

a) Online submission via the National Public Service Portal;

b) Direct submission at the single-window section of the State Bank or the regional State Bank branch;

c) Submission via postal service.

5. In case of online submission via the National Public Service Portal, the electronic dossiers shall use digital signatures or specialized electronic signatures ensuring safety in accordance with the law regulations on electronic transactions and the performance of administrative procedures in the electronic environment.

In case the National public service portal system encounters an incident or an error that prevents the receipt or exchange of information in the electronic environment and notice of results, the declaration, sending, receipt, notice of results, exchange, and response to information shall be carried out via postal service or directly at the Single-window section of the State Bank or the regional State Bank branch.

6. Documents in the electronic dossier shall be electronic copies scanned from the primary source documents, original documents (PDF files).

7. Results of the performance of administrative procedures shall be sent to the organization as an electronic copy via online methods; in case the organization so requests, the results shall be sent as a hard copy via postal service or returned directly to the single-window section of the State Bank or the regional State Bank branch.

Article 4. Competence to approve changes

1. The Governor of the State Bank shall approve the changes specified in Clause 1, Article 1 of this Circular for large-sized foreign bank branches according to the Governor's decisions and commercial banks, except for the contents specified in Clause 2 of this Article.

2. The Director of the Credit Institution Supervision Department shall approve the following changes of large-sized foreign bank branches according to the Governor's decisions and commercial banks:

a) Locations of head offices of commercial banks, locations of offices of foreign bank branches and modification of Licenses regarding the changes in locations of head offices of commercial banks, locations of offices of foreign bank branches (within the same province or city where the commercial bank’s head office or the foreign bank branch’s office is currently located);
 

b) Increase in charter capital and modification of Licenses regarding the charter capital of limited liability commercial banks;

c) Increase in allocated capital of foreign bank branches and modification of Licenses regarding the allocated capital of foreign bank branches;

d) Changes in names and modification of Licenses regarding the changes in names of commercial banks and foreign bank branches;

dd) Modification of Licenses regarding the changes in addresses of head offices of commercial banks and addresses of offices of foreign bank branches in case such head offices or offices are not relocated;

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

3. The Director of the related regional State Bank branch shall approve the changes specified in Clause 1, Article 1 of this Circular for a foreign bank branch whose office is located in the locality or expected to be located in the locality (for changes in the location of a foreign bank branch's office to a province or city different from the locality where the foreign bank branch's office is currently located), except for the cases specified in Clause 1 and Clause 2 of this Article.

Chapter II

DOSSIERS AND PROCEDURES FOR APPROVING CHANGES OF COMMERCIAL BANKS AND FOREIGN BANK BRANCHES

Article 5. Change of names

1. A dossier of request for change of name of a commercial bank or foreign bank branch must comprise:

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

(i) Present name;

(ii) New name, which must comply with the relevant regulations on naming;

(iii) Reason(s) for the change;

(iv) Number and date of the Resolution or decision of the General Meeting of Shareholders for a joint-stock commercial bank approval of the change of the commercial bank’s name;

b) The Resolution or decision of the Members' Council for a limited liability commercial bank on approval of the change of the commercial bank's name; document from the parent bank on approval of the change of the name of its foreign bank branch in Vietnam.

2. Procedures for approval:

a) A commercial bank or foreign bank branch shall make and send a dossier prescribed in Clause 1 of this Article to the State Bank. In case such dossier is incomplete and invalid, within 7 working days from the date of receiving it, the State Bank shall request in writing the commercial bank or foreign bank branch to supplement and complete the dossier;

b) Within 25 working days from the date of receiving a complete and valid dossier, the State Bank shall approve the name change of the commercial bank or foreign bank branch and issue a decision to modify the license; in case of disapproval, the State Bank shall issue a written reply, stating the reasons.

Article 6. Relocation of the head office of a commercial bank or office of a foreign bank branch within the same province or city

1. A dossier of request for relocation of the head office of a commercial bank or office of a foreign bank branch must comprise:

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

(i) Present location;

(ii) New location;

(iii) Reason(s) for the relocation;

(iv) Plan on installation of equipment and devices in the new office to meet requirements on office as defined by law;

(v) Plan on office relocation to ensure uninterrupted operation;

(vi) Number and date of the Resolution or decision of the General Meeting of Shareholders for a joint-stock commercial bank on approval of the change of the head office location;

b) The Resolution or decision of the Members' Council for a limited liability commercial bank on approval of the change of the head office location; document from the parent bank on approval of the change of the office location of its foreign bank branch in Vietnam;

c) Documents showing that the commercial bank or foreign bank branch has or will have the right to lawfully use its head office or office in the new location.

2. Procedures for approval:

a) A commercial bank or foreign bank branch shall make and send a dossier prescribed in Clause 1 of this Article to the State Bank. In case such dossier is incomplete and invalid, within 7 working days from the date of receiving it, the State Bank shall request in writing the commercial bank or foreign bank branch to supplement and complete the dossier;

b) Within 25 working days after receiving 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 or office of the foreign bank branch. In case of refusal to approve the request, the State Bank shall reply in writing, clearly stating the reason.

3. The State Bank’s written approval is valid for 12 months from the date of its signing.

4. At least 30 working days before the expected date of operation commencement in the approved new location, the commercial bank or foreign bank branch shall send to the State Bank a written request for modification of information about its head office or office location in its license, reporting the date of operation commencement in the approved new location and satisfaction of law-prescribed conditions on head offices or offices.

5. Within 15 working days from the date of receiving the written request mentioned in Clause 4 of this Article, the State Bank shall issue a decision to modify information about the head office location of the commercial bank in its license. In case of refusal to modify the license, the State Bank shall reply in writing, clearly stating the reason.

6. Within 10 working days from the date of receiving the written request mentioned in Clause 4 of this Article, the State Bank shall issue a decision to modify information about the office location of the foreign bank branch in its license. In case of refusal to modify the license, the State Bank shall reply in writing, clearly stating the reason.

Article 7. Relocation of the head office of a commercial bank or office of a foreign bank branch from one province or city to another

1. A dossier of request for relocation of the head office of a commercial bank or office of a foreign bank branch must comprise:

a) For a commercial bank: the documents specified in Clause 1, Article 6 of this Circular;

b) For a foreign bank branch:

(i) The documents specified in Clause 1, Article 6 of this Circular;

(ii) An operation plan for the first 3 years in the new location with at least the following contents: Analysis and assessment of the demand for banking services in the new location; a tentative business strategy, clearly stating changes (if any) in business strategy; expected business results in the first 3 years of operation in the new location and other relevant explanations.

2. Procedures for approval:

a) A commercial bank or foreign bank branch shall make and send a dossier prescribed in Clause 1 of this Article to the State Bank. In case such dossier is incomplete and invalid, within 7 working days from the date of receiving it, the State Bank shall request in writing the commercial bank or foreign bank branch to supplement and complete the dossier;

b) Within 25 working days from the date of receiving 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 or office of the foreign bank branch; in case of refusal to approve the request, the State Bank shall reply in writing, clearly stating the reason.

3. The State Bank’s written approval is valid for 12 months from the date of its signing.

4. At least 30 working days before the expected date of operation commencement in the approved new location, a commercial bank or foreign bank branch shall send to the State Bank a written request for modification of information about its head office or office location in its license, reporting the date of operation commencement in the approved new location and satisfaction of law-prescribed conditions on head offices or offices.

5. Within 15 working days from the date of receiving the written request mentioned in Clause 4 of this Article, the State Bank shall issue a decision to modify information about the head office location of the commercial bank in its license. In case of refusal to modify the license, the State Bank shall reply in writing, clearly stating the reason.

6. Within 10 working days from the date of receiving the written request mentioned in Clause 4 of this Article, the State Bank shall issue a decision to modify information about the office location of the foreign bank branch in its license. In case of refusal to modify the license, the State Bank shall reply in writing, clearly stating the reason.

Article 8. Change of address of the head office of a commercial bank or address of the office of a foreign bank branch in case such head office or office is not relocated

1. In case the address of the head office of a commercial bank or address of the office of a foreign bank branch is changed but such head office or office is not relocated, the commercial bank or foreign bank branch shall send to the State Bank a written request for modification of its head office or office address, enclosed with documents proving the address change. In case of an address change due to a change in administrative boundaries, the commercial bank or foreign bank branch is not required to send documents proving such address change.

2. Within 10 working days from the date of receiving a written request of a commercial bank or foreign bank branch as prescribed in Clause 1 of this Article, the State Bank shall issue a decision on modification of address of the head office of the commercial bank or address of the office of the foreign bank branch in its license.

Article 9. Change of operation duration

1. A dossier of request for change of operation duration of a commercial bank or a foreign bank branch must comprise:

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

(i) Present operation duration;

(ii) Operation duration expected to be extended;

(iii) Reason(s) for the change;

(iv) Number and date of the Resolution or decision of the General Meeting of Shareholders for a joint-stock commercial bank on approval of the change of the commercial bank’s operation duration;

b) The Resolution or decision of the Members' Council for a limited liability commercial bank on approval of the change of the commercial bank's operation duration; document from the parent bank on approval of the change of the operation duration of its foreign bank branch in Vietnam;
 

c) A general report on organization and operation of the commercial bank or foreign bank branch, clearly stating:

(i) Assessment review of operation in the 3 years preceding the year of dossier submission, including major operation norms related to capital structure, capital use and business results; organization and operation of the governance and executive apparatus, internal audit and internal control system;

(ii) Tentative business plan for the subsequent 3 years;

d) In case of a change of operation duration other than an extension of operation duration, the commercial bank or foreign bank branch shall submit the documents prescribed at Points a, b, and c of this Clause; and documents proving the necessity and reasons for the change of operation duration.

2. Procedures for approval:

a) The commercial bank or foreign bank branch shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank (in case of extension of operation duration, the commercial bank or foreign bank branch must send the dossier at least 06 months before the license expires). In case such dossier is incomplete and invalid, within 7 working days from the date of receiving it, the State Bank shall request in writing the commercial bank or foreign bank branch to supplement and complete the dossier;

b) Within 25 working days from the date of receipt of a complete and valid dossier, the State Bank shall approve the change of operation duration and issue a decision to modify the operation duration of the commercial bank in its license; in case of disapproval, the State Bank shall issue a written reply, clearly stating the reasons;

c) Within 35 working days from the date of receipt of a complete and valid dossier, the State Bank shall approve the change of operation duration and issue a decision to modify the operation duration of the foreign bank branch in its license; in case of disapproval, the State Bank shall issue a written reply, clearly stating the reasons.

Article 10. Suspension of transactions for 05 working days or more, except in cases of suspension of transactions due to force majeure events

1. A dossier of request for suspension of transactions must comprise:

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

(i) Expected number of days and duration of the suspension of transactions;

(ii) Reason for and necessity of the suspension of transactions;

(iii) Expected solutions to be implemented to minimize the impact of the suspension of transactions on the rights and interests of customers;

b) A resolution or decision of the Board of Directors for a joint-stock commercial bank; or a resolution or decision of the Members’ Council for a limited liability commercial bank, on suspension of transaction; or a decision of the general director of the foreign bank branch on suspension of transaction;

c) Documents proving the necessity of the suspension of transactions.

2. Procedures for approval:

a) At least 45 working days before the expected date of the suspension of transactions, the commercial bank or foreign bank branch shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. In case such dossier is incomplete and invalid, within 7 working days from the date of receiving it, the State Bank shall request in writing the commercial bank or foreign bank branch to supplement and complete the dossier;

b) Within 20 working days after receiving a complete and valid dossier, the State Bank shall approve in writing the request of the commercial bank or foreign bank branch in its license; in case of disapproval, the State Bank shall issue a written reply, clearly stating the reasons.

Article 11. Increase in charter capital of a joint-stock commercial bank from the conversion of convertible bonds, charter capital supplementary reserve fund, share premium, accumulated undistributed profits, and other funds in accordance with law

1. A dossier of request for increase in charter capital must comprise:

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

(i) Necessity of increase of charter capital;

(ii) Present charter capital, clearly stating the volume of common shares, volume of each kind of preferred shares and volume of treasury stocks;

(iii) Charter capital expected to increase, funding sources used for increase of charter capital;

(iv) Expected time of issuance and expected time of completion of additional issuance of stocks;

(v) Information on the total shareholding ratio of foreign investors at the time of request and expected ratio after the capital increase;

(vi) Number and date of the Resolution or decision of the General Meeting of Shareholders on approval of the plan to increase the charter capital of the joint-stock commercial bank;

b) The plan to increase the charter capital of the joint-stock commercial bank from convertible bonds, charter capital supplementary reserve fund, share premium, accumulated undistributed profits, and other funds in accordance with law, which has been approved by the General Meeting of Shareholders, including at least the following contents:

(i) Contents specified at Points a(i), a(iii), and a(iv) of this Clause;

(ii) In case of charter capital increase from the conversion of convertible bonds into common shares: Information on issued convertible bonds (quantity, face value, term); expected information on conversion (quantity of bonds, face value, conversion rate);

(iii) In case of charter capital increase from the charter capital supplementary reserve fund, share premium, and other funds in accordance with law:  Information on the charter capital supplementary reserve fund, share premium, and other funds as determined according to the separate financial statements of the year immediately preceding the year of dossier submission for capital increase, which have been audited by an independent audit firm in accordance with law regulations; information on the amount from the charter capital supplementary reserve fund, share premium, and other funds that are used to increase charter capital;

(iv) In case of charter capital increase from accumulated undistributed profits: Information on accumulated undistributed profits determined according to the separate and consolidated financial statements of the year preceding the year of dossier submission for capital increase, which have been audited by an independent audit firm in accordance with law regulation; information on the amount of accumulated undistributed profits used for capital increase;

(v) List of shareholders holding 5% or more of the voting shares and of the charter capital at the time of approving the plan and expected after the capital increase.  This list must include:

- Identification information of the shareholder (for individuals: Full name; personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens); for organizations: organization name, enterprise identification number, head office address, at-law representative of the organization (personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens)) in accordance with law;

- Shareholding ratio of such shareholder;

- Information on related persons of such shareholder currently holding shares in the commercial bank (full name/name of organization, shareholding ratio);

c) List of shareholders holding 5% or more of the voting share capital and of the charter capital at the time of request and after the capital increase; a list of shareholders and their related persons that hold shares equal to at least 15% of the charter capital each at the time of request and after the capital increase. Such a list must include the following information:

- Identification information of the shareholder and related persons of such shareholder who own shares in the commercial bank: (for individuals: Full name; personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens); for organizations: organization name, enterprise identification number, head office address, at-law representative of the organization (personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens)) in accordance with law;

- The shareholding ratio of the shareholder and the related persons of such shareholder.

2. Procedures for approval:

a) The commercial bank shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If such dossier is incomplete and invalid, within 7 working days after receiving it, the State Bank shall request in writing the commercial bank to supplement and complete the dossier;

b) Within 15 working days from the date of receiving a complete and valid dossier, the State Bank shall issue a written approval of the request for increase of charter capital of the commercial bank; in case of disapproval, the State Bank shall issue a written reply, clearly stating the reasons.

3. The State Bank’s written approval is valid for 12 months from the date of its signing.

4. The modification of a license is prescribed as follows:

a) Within 15 working days from the termination date of the issuance of stocks in accordance with law, a commercial bank shall send to the State Bank a written request for modification of charter capital in its license, enclosed with:

(i) A document from the State Securities Commission on the receipt of the issuance result report;

(ii) Information specified at Point a(v) and Point c Clause 1 of this Article after the issuance of stocks is completed;

b) Within 15 working days from the date of receipt of the written request as prescribed at Point a of this Clause, the State Bank shall issue a decision to modify the charter capital in its license.

Article 12. Increase of charter capital of joint-stock commercial banks in cases other than those specified in Article 11 of this Circular

1. A dossier of request for increase in charter capital must comprise:

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

(i) Necessity of increase of charter capital;

(ii) Present charter capital, clearly stating the volume of common shares, volume of each kind of preferred shares and volume of treasury stocks;

(iii) Total charter capital amount expected to be increased; total par value and type of shares to be issued, and addressees of the issuance; expected issuances and plan for each issuance (if any);

(iv) Expected time of issuance and expected time of completion of additional issuance of stocks;

(v) Information on the total shareholding ratio of foreign investors at the time of request and expected ratio after the capital increase;

(vi) Commitment to notify organizations and individuals purchasing shares of the rights and obligations of shareholders in accordance with the Law on Credit Institutions and relevant laws, including:

- Shareholders shall be legally responsible for the legality of their funding sources for share purchases; they must not use credit granted by credit institutions or foreign bank branches, or funds from the issuance of corporate bonds to purchase shares; they must not purchase shares under the name of other individuals or legal entities in any form, except in cases of entrustment as prescribed by law regulations;

- Shareholders shall be responsible for complying with regulations on shareholding ratios, foreign investor ownership ratios, and regulations on major shareholders as prescribed by law regulations;

(vii) In case the charter capital increase of a joint-stock commercial bank leads to the formation of a major shareholder, the written request must include the following information: The name of the shareholder, and the shareholding ratio before and after the joint-stock commercial bank increases its charter capital;

(viii) Number and date of the Resolution or decision of the General Meeting of Shareholders on approval of the plan to increase the charter capital of the joint-stock commercial bank;

b) The plan to increase the charter capital of the joint-stock commercial bank which has been approved by the General Meeting of Shareholders, including at least the following contents:

(i) Contents specified at Points a(i), a(iii), and a(iv) of this Clause;

(ii) List of shareholders holding 5% or more of the voting shares and of the charter capital at the time of approving the plan and expected after the capital increase. Such a list must include the following information:

- Identification information of the shareholder (for individuals: Full name; personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens); for organizations: organization name, enterprise identification number, head office address, at-law representative of the organization (personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens)) in accordance with law;

- Shareholding ratio of such shareholder;

- Information on related persons of such shareholder currently holding shares in the commercial bank (full name/name of organization, shareholding ratio);

c) List of shareholders holding 5% or more of the voting share capital and of the charter capital at the time of request and after the capital increase; a list of shareholders and their related persons that hold shares equal to at least 15% of the charter capital each at the time of request and after the capital increase. Such a list must include the following information:

- Identification information of the shareholder and related persons of such shareholder who own shares in the commercial bank: (for individuals: Full name; personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens); for organizations: organization name, enterprise identification number, head office address, at-law representative of the organization (personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens)) in accordance with law;

- The shareholding ratio of the shareholder and the related persons of such shareholder.

2. Procedures for approval:

a) The commercial bank shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If such dossier is incomplete and invalid, within 7 working days after receiving it, the State Bank shall request in writing the commercial bank to supplement and complete the dossier;

b) Within 15 working days from the date of receiving a complete and valid dossier, the State Bank shall issue a written approval of the request for increase of charter capital of the commercial bank; in case of disapproval, the State Bank shall issue a written reply, clearly stating the reasons.

3. The State Bank’s written approval is valid for 12 months from the date of its signing.

4. The modification of a license is prescribed as follows:

a) Within a maximum of 15 working days from the completion date of the stock issuance or offering in accordance with law, the commercial bank shall send a written request to the State Bank for modification of the charter capital in its license, enclosed with the following documents:

(i) A document from the State Securities Commission on the receipt of the report on the results of the stock issuance or offering;

(ii) Information specified at Point a(v) and Point c Clause 1 of this Article after the completion of the stock issuance or offering;

b) Within 15 working days from the date of receipt of the written request as prescribed at Point a of this Clause, the State Bank shall issue a decision to modify the charter capital in its license.

Article 13. Increase of charter capital of limited liability commercial banks

1. A dossier of request for increase in charter capital must comprise:

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

(i) Necessity of increase of charter capital;

(ii) Present charter capital and expectedly increased charter capital;

(iii) In case of the source of capital increase from the charter capital supplementary reserve fund, accumulated undistributed profits, and other funds in accordance with law regulations:  Information on the charter capital supplementary reserve fund, accumulated undistributed profits, and other funds as determined according to the separate financial statements of the year immediately preceding the year of request for capital increase, which have been audited by an independent audit firm in accordance with law regulations; information on the amount from the charter capital supplementary reserve fund, accumulated undistributed profits, and other funds that are used to increase charter capital;

(iv) Commitment to notify new capital contributors of the rights and obligations of capital contributors in accordance with the Law on Credit Institutions and relevant law regulations, including:

- Being legally responsible for the legality of the contributed capital source; not using mobilized capital or loans from other organizations or individuals for capital contribution;

- Being responsible for complying with regulations on the ownership ratio of capital contributions of capital contributors, and of capital contributors and their related persons.

b) A resolution or decision of the Members’ Council, for a limited liability commercial bank with two or more members, or decision of the owner, for a single-member limited liability commercial bank, on approval of the increase in charter capital of the commercial bank, or the Decision of the competent authority on approval of the additional investment in charter capital of a commercial bank with 100% charter capital held by the State, which must include at least the following contents:

(i) Total charter capital amount expected to be increased;

(ii) Expected increases of charter capital;

(iii) Funding sources used to increase charter capital;

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

c) In case a limited liability commercial bank with two or more members increases its charter capital through using contributed capital of new capital contributors, it shall, in addition to the documents specified at Points a and b of this Clause, submit the following:

(i) For a new capital contributor being a foreign credit institution:

- The independently audited financial statements of 05 consecutive years preceding the year of submitting a dossier of request for capital increase approval, and the latest financial statement by the time of dossier submission;

- Documents providing reasonable explanation for any qualified opinions ensuring they do not affect the conditions for capital contribution, with confirmation from an independent audit firm regarding the impacts of the exception (in case the financial statements contain qualified opinions from an independent audit firm);

- Documents proving that the foreign credit institution is permitted to conduct banking activities in accordance with the law regulations of the country where its head office is located;

- A document from the competent agency of the country of origin providing information on the foreign credit institution, which must include at least the following contents: Compliance with laws on banking and other law regulations within the 05 consecutive years preceding the year of dossier submission and up to the time of dossier submission; Capital adequacy ratio and other prudential ratios under regulations of the country of origin in the year preceding the year of dossier submission and up to the time of dossier submission;

Compliance with regulations on risk management and setting aside of risk provisions in the year preceding the year of dossier submission and up to the time of dossier submission; Commitment to ensure the capability to supervise all activities of the foreign credit institution (including the activities of the limited liability bank expected to contribute capital) in compliance with international practice;

- A document or material from an international credit rating agency proving the credit rating within 06 months prior to the time of dossier submission;

- A decision on appointment of the expected representative of the contributed capital at the bank, including identification information of the representative (Full name; personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens);

- A written commitment on readiness to provide supports in terms of finance, technology, management, administration and operation of the bank, ensuring that the real value of the bank’s charter capital is not lower than legal capital and ensuring full compliance with the regulations on operation safety of the State Bank;

(ii) For a new capital contributor being a Vietnamese commercial bank:

- A decision on appointment of the expected representative of the contributed capital at the bank, including identification information of the representative (Full name; personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens);

- Documents providing reasonable explanation for any qualified opinions ensuring they do not affect the conditions for capital contribution, with confirmation from an independent audit firm regarding the impacts of the exception (in case the financial statements contain qualified opinions from an independent audit firm);

- A report on observance of the State Bank’s regulations on risk management and setting aside of risk provisions as defined by law regulations at the time of dossier submission; and prudential ratios in banking operations under the State Bank’s regulations in the year preceding the year of dossier submission and by the time of dossier submission;

- A report on compliance with the holding cap prescribed for credit institutions in Clause 8, Article 111 of the Law on Credit Institutions;

- A report on capital adequacy ratio and expected rates of capital contribution and share purchase after capital contribution;

(iii) For a new member of a joint-venture bank that is a non-bank enterprise, the dossier shall include:

- The establishment license or enterprise registration certificate or equivalent documents (except for Vietnamese enterprises);

- A decision on appointment of the expected representative of the contributed capital at the bank, including identification information of the representative (Full name; personal identification number (for Vietnamese citizens), number of passport or equivalent paper, date and place of issuance, nationality/nationalities (for non-Vietnamese citizens);

- Copies of the passport or equivalent paper of the at-law representative and the representative of the enterprise's contributed capital at the bank (for non-Vietnamese citizens);

- A document from the competent authority approving the enterprise's participation in capital contribution to the bank;

- A report on the satisfaction of conditions for a new partner that is a non-bank enterprise upon capital contribution, as prescribed by the Governor of the State Bank regarding the renewal of licenses, supplementation of operational contents to the license, and certain regulations on the organization and operation of commercial banks, foreign bank branches, and representative offices in Vietnam of foreign credit institutions or other foreign organizations with banking activities;

- Financial statements of the 03 consecutive years preceding the year of submission of the dossier of request for approval of capital increase, which have been independently audited in accordance with law;

- Documents providing reasonable explanation for any qualified opinions ensuring they do not affect the conditions for capital contribution, with confirmation from an independent audit firm regarding the impacts of the exception (in case the financial statements contain qualified opinions from an independent audit firm);

- A report on the financial capacity of the non-bank enterprise participating in capital contribution to the joint-venture bank, made according to the form prescribed in Appendix I issued together with this Circular;

- A declaration of information regarding the enterprise's credit relationship history, made according to the form prescribed in Appendix II issued together with this Circular;

- A written confirmation from the tax agency regarding the fulfillment of tax obligations to the state budget; a document from the social insurance agency providing information on the organization's payment of social insurance;

- A declaration of related persons and the status of capital contribution participation in commercial banks, made according to the form prescribed in Appendix III issued together with this Circular.

2. Procedures for approval of the increase of charter capital for a limited liability commercial bank from the charter capital supplementary reserve fund, accumulated undistributed profits, and other funds in accordance with law regulations:

a) The commercial bank shall make a dossier as prescribed at Point a and Point b, Clause 1 of this Article and send it to the State Bank. If such dossier is incomplete and invalid, within 7 working days after receiving it, the State Bank shall request in writing the commercial bank to supplement and complete the dossier;

b) Within 25 working days after receiving a complete and valid dossier, the State Bank shall issue a decision to modify the license; in case of disapproval, the State Bank shall reply in writing, clearly stating the reasons.

3. Procedures for approval of the increase of charter capital for a limited liability commercial bank provided additionally by the owner or capital contributors, or from the capital contributions of new capital contributors:

a) The commercial bank shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If such dossier is incomplete and invalid, within 7 working days after receiving it, the State Bank shall request in writing the commercial bank to supplement and complete the dossier;

b) Within 20 working days from the date of receiving a complete and valid dossier, the State Bank shall issue a written approval of the request for increase of charter capital of the commercial bank; in case of disapproval, the State Bank shall issue a written reply, clearly stating the reasons.

4. The State Bank’s written approval is valid for 12 months from the date of its signing.

5. The modification of a license after obtaining the State Bank’s approval under Point b Clause 3 of this Article is prescribed as follows:

a) Within 15 working days from the date of completing the allocation or contribution of capital, a commercial bank shall send a written request for adjustment of charter capital in the license to the State Bank, which must state the rates of capital contribution by capital contributors after the capital contribution, enclosed with a document proving that the owner or capital contributor has contributed capital for increase of charter capital;

b) Within 12 working days from the date of receipt of the written request as prescribed at Point a of this Clause, the State Bank shall issue a decision to modify the charter capital in its license.

Article 14. Increase of allocated capital of foreign bank branches

1. A dossier of request for increase of allocated capital must comprise:

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

(i) Necessity of the increase of the allocated capital;

(ii) Present allocated capital and expectedly increased allocated capital;

(iii) In case of the source of capital increase from the allocated capital supplementary reserve fund, accumulated undistributed profits, and other funds in accordance with law regulations: Information on the allocated capital supplementary reserve fund, accumulated undistributed profits, and other funds as determined according to the separate financial statements of the year immediately preceding the year of request for capital increase, which have been audited by an independent audit firm in accordance with law regulations; information on the amount from the allocated capital supplementary reserve fund, accumulated undistributed profits, and other funds that are used to increase the allocated capital;

(iv) In case of the source of capital increase from the parent bank: the amount of capital expected to be additionally allocated from the parent bank;

b) The parent bank’s written approval of the increase of the allocated capital of the foreign bank branch in Vietnam, which must have at least the following contents:

(i) Total allocated capital expected to be increased;

(ii) Expected increases (if any) of the allocated capital;

(iii) Funding sources used to increase the allocated capital;

(iv) Expected time of completion of the increase.

2. Procedures for approval of the increase of allocated capital from the allocated capital supplementary reserve fund, accumulated undistributed profits, and other funds in accordance with law regulations:

a) The foreign bank branch shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. In case such dossier is incomplete and invalid, within 7 working days from the date of receiving it, the State Bank shall request in writing the foreign bank branch to supplement and complete the dossier;

b) Within 25 working days after receiving a complete and valid dossier, the State Bank shall issue a decision to modify the license; in case of disapproval, the State Bank shall reply in writing, clearly stating the reasons.

3. Procedures for approval of the increase of capital additionally allocated by the parent bank:

a) The foreign bank branch shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. In case such dossier is incomplete and invalid, within 7 working days from the date of receiving it, the State Bank shall request in writing the foreign bank branch to supplement and complete the dossier;

b) Within 25 working days from the date of receiving a complete and valid dossier, the State Bank shall issue a written approval of the request for increase of the allocated capital of the foreign bank branch; in case of disapproval, the State Bank shall issue a written reply, clearly stating the reasons.

4. The State Bank’s written approval is valid for 06 months from the date of its signing.

5. The modification of a license after obtaining the State Bank’s approval under Point b Clause 3 of this Article is prescribed as follows:

a) Within 15 working days from the date of completing the increase of its allocated capital, the foreign bank branch shall send to the State Bank a written request for adjustment of the allocated capital amount stated in the license;

b) Within 15 working days from the date of receipt of the written request as prescribed at Point a of this Clause, the State Bank shall issue a decision to modify the allocated capital in its license.

Article 15. Purchase and sale or transfer of the whole contributed capital of owners at single-member limited liability commercial banks

1. A dossier of request for increase of allocated capital must comprise:

a) The commercial bank’s written request, which must have at least the following information:

(i) Names and head office addresses of the owner and of the purchaser or transferee;

(ii) Expected time of purchase and sale or transfer;

(iii) Reason(s) for the purchase and sale or transfer;

b) A written agreement on purchase and sale or transfer between the owner and the purchaser or transferee;

c) Documents proving the purchaser’s or transferee’s full satisfaction of the conditions on owners of single-member limited liability commercial banks as prescribed at Point c(i), Clause 1, Article 13 of this Circular.

2. Procedures for approval:

a) The commercial bank shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If such dossier is incomplete and invalid, within 7 working days after receiving it, the State Bank shall request in writing the commercial bank to supplement and complete the dossier;

b) Within 45 working days after receiving a complete and valid dossier, the State Bank shall issue a written approval of the request of the commercial bank; in case of refusal to approve the request, the State Bank shall reply in writing, clearly stating the reason.

3. The State Bank’s written approval is valid for 03 months from the date of its signing.

4. Within 07 working days from the date of completion of the purchase and sale or transfer, the commercial bank shall send to the State Bank a report on results of purchase and sale or transfer, enclosed with documents proving the completion of such purchase and sale or transfer, which must include information on the name and head office address of the purchaser or transferee who becomes the owner of the single-member limited liability commercial bank.

Article 16. Purchase and sale or transfer of contributed capital at limited liability commercial banks with two or more members

1. A dossier of request for approval of the purchase and sale or transfer of contributed capital to a transferee being an existing capital contributor of a commercial bank must comprise:

a) The commercial bank’s written request, which must state:

(i) Names and head office addresses of the seller or transferor and the purchaser or transferee;

(ii) Rate of purchase and sale or transfer of contributed capital; holding rates and value of contributed capital by capital contributors before and after the purchase and sale or transfer;

(iii) Expected time of purchase and sale or transfer;

(iv) Reason(s) for the purchase and sale or transfer;

b) The resolution or decision of the Members’ Council of the commercial bank on approval of the purchase and sale or transfer of contributed capital;

c) A written agreement on the purchase and sale or transfer of contributed capital between the seller or transferor and the purchaser or transferee.

2. A dossier of request for approval of the purchase and sale or transfer of contributed capital of a capital contributor to a purchaser or transferee being a new capital contributor must comprise:

a) The documents specified in Clause 1 of this Article;

b) Documents proving that the purchaser or transferee fully satisfies the conditions to purchase or receive the transfer of contributed capital of a limited liability commercial bank with two or more members as prescribed by law, specifically as follows:

(i) The documents specified at Point c(i), Clause 1, Article 13 of this Circular, for a purchaser or transferee being a foreign credit institution;

(ii) The documents specified at Point c(ii), Clause 1, Article 13 of this Circular, for a purchaser or transferee being a Vietnamese commercial bank.

(iii) For a purchaser or transferee of a capital contribution in a joint-venture bank that is a non-bank enterprise, the documents shall include the documents prescribed at Point c(iii), Clause 1, Article 13 of this Circular.

c) A commitment to notify new capital contributors of the rights and obligations of capital contributors in accordance with the Law on Credit Institutions and relevant law regulations, including:

(i) Being legally responsible for the legality of the funding sources for the purchase or receipt of transfer; not using mobilized capital or loans from other organizations or individuals for the purchase or receipt of transfer;

(ii) Being responsible for complying with regulations on the ownership ratio of capital contributions of capital contributors, and of capital contributors and their related persons.

3. Procedures for approval:

a) The commercial bank shall make a dossier as prescribed in Clause 1, Clause 2 of this Article and send it to the State Bank. If such dossier is incomplete and invalid, within 7 working days after receiving it, the State Bank shall request in writing the commercial bank to supplement and complete the dossier;

b) Within 50 working days after receiving a complete and valid dossier, the State Bank shall issue a written approval of the request of the commercial bank; in case of refusal to approve the request, the State Bank shall reply in writing, clearly stating the reason.

4. The State Bank’s written approval is valid for 03 months from the date of its signing.

5. Within 07 working days from the date of completion of the purchase and sale or transfer, the commercial bank shall send to the State Bank a report on results of purchase and sale or transfer, enclosed with documents proving the completion of such purchase and sale or transfer, which must include information on the name and head office address of the new capital contributors (if any), and the changes in the capital contribution amounts and the capital contribution ratios of the capital contributors (if any).

Article 17. Purchase of shares or receipt of transferred shares leading to the formation of a major shareholder

1. A dossier of request for approval of the purchase of shares or receipt of transferred shares leading to the formation of a major shareholder must comprise:

The commercial bank’s written request, which must have at least the following contents:

a) Information about the volume, type and total par value of shares purchased or received through transfer;

b) Information about the purchaser or transferee of shares, including  identification information, volume and holding rate of voting shares to voting share capital, volume and holding rate of common shares and preferential shares (if any) to charter capital at the requesting time and after the purchase or receipt of transferred shares;

c) The rate of holding of shares to charter capital by the purchaser or transferee and its/his/her affiliated persons after the purchase or receipt of transfer;

d) Expected time of purchase or receipt of transfer;

dd) Commitment to notify organizations and individuals purchasing shares of the rights and obligations of shareholders in accordance with the Law on Credit Institutions and relevant laws, including:

- Being legally responsible for the legality of their funding sources for share purchases; they must not use credit granted by credit institutions or foreign bank branches, or funds from the issuance of corporate bonds to purchase shares; they must not purchase shares under the name of other individuals or legal entities in any form, except in cases of entrustment as prescribed by law regulations;

- Being responsible for complying with regulations on shareholding ratios, shareholding ratios for foreign investors, and regulations on major shareholders as prescribed by law regulations.

2. The dossier and procedures for the purchase of shares making the purchasers become major shareholders in case a joint-stock commercial bank increases its charter capital must comply with Article 12 of this Circular.

For the purchase of shares making the organization or individual becomes major shareholders in case a joint-stock commercial bank increases its charter capital, but such organization or individual is not included in the list of shareholders purchasing shares of the joint-stock commercial bank as prescribed at Point c, Clause 1, Article 12 of this Circular which has been approved by the State Bank, the commercial bank shall submit a dossier as prescribed in Clause 1 of this Article. The State Bank's written approval of such share purchase shall be an integral part of the written approval for the charter capital increase.

3. Procedures for approval:

a) The commercial bank shall make a dossier as prescribed in Clause 1 of this Article and send it to the State Bank. If such dossier is incomplete and invalid, within 7 working days after receiving it, the State Bank shall request in writing the commercial bank to supplement and complete the dossier;

b) Within 30 working days after receiving a complete and valid dossier, the State Bank shall issue a written approval of the request of the commercial bank; in case of refusal to approve the request, the State Bank shall reply in writing, clearly stating the reason.

4. The State Bank’s written approval is valid for 03 months from the date of its signing.

5. Within 7 working days from the date of completing the purchase and sale, transfer or receipt of transfer of shares, a commercial bank shall send to the State Bank a written report on results of purchase and sale, transfer or receipt of transfer of shares.

Article 18. Notification to the business registration agency regarding changes of commercial banks and foreign bank branches during their operation

1. Within 03 working days from the date of signing a Decision to modify or supplement the License of a commercial bank or foreign bank branch, or from the date the State Bank receives a report prescribed in Clause 4 Article 15 and Clause 5 Article 16 of this Circular, the Credit Institution Supervision Department or the regional State Bank branches shall be responsible for notifying the business registration agency in writing to update the information in the national business registration information system, enclosed with the Decision to modify or supplement the License (if any).

2. In case a commercial bank’s information prescribed in Clause 4 Article 15 and Clause 5 Article 16 of this Circular has not been updated in the national business registration information system, the commercial bank shall report the above information in writing to the Credit Institution Supervision Department. Within 05 working days from the date the Credit Institution Supervision Department receives the written report from the commercial bank, the Credit Institution Supervision Department shall be responsible for notifying the business registration agency in writing to update the information in the national business registration information system.

3. In addition to the information notified to the business registration agency as prescribed in Clause 1 and Clause 2 of this Article, a commercial bank or foreign bank branch shall report in writing on any information regarding business registration contents that have not been updated in the national business registration system in accordance with the law on business registration to the Credit Institution Supervision Department or the regional State Bank branch. Within 05 working days from the date of receipt of the document from the commercial bank or foreign bank branch, the Credit Institution Supervision Department or the regional State Bank branch shall be responsible for notifying the business registration agency of the aforementioned information in writing.

Chapter III

RESPONSIBILITIES OF RELATED UNITS

Article 19. Responsibilities of the Credit Institution Supervision Department

1. To act as the focal point to receive, appraise, and seek opinions from relevant units under the State Bank (if necessary), summarize, and submit to the Governor of the State Bank for consideration and approval the changes prescribed in Clause 1, Article 4 of this Circular; within 03 working days from the date the State Bank receives the documents from a commercial bank or foreign bank branch as prescribed in Clause 4 Article 6 and Clause 4 Article 7 of this Circular, the Credit Institution Supervision Department shall request the regional State Bank branch of the locality where the commercial bank's head office or the foreign bank branch's office is expected to be located to inspect the full satisfaction of requirements for the head office of commercial bank or office of foreign bank branch to be located in the locality.

2. To receive and appraise dossiers, and consider and approve the changes prescribed in Clause 2, Article 4 of this Circular.

3. To propose the Governor of the State Bank to consult in writing People’s Committees of provinces and centrally-run cities on approval of the changes specified in Article 7 of this Circular.

4. To act as the focal point for receiving reports from commercial banks and foreign bank branches in accordance with this Circular with regard to the changes falling within its competence defined in Clause 1, Article 4 of this Circular.

5. To act as the focal point to propose and submit to the Governor of the State Bank for signing and promulgation the Decision on large-scale foreign bank branches as prescribed in Clause 1, Article 4 of this Circular.

6. To notify information in writing to the business registration agency for updating the information in the national business registration information system as prescribed in Article 18 of this Circular.

Article 20. Responsibilities of the regional State Bank branches

1. To receive and appraise dossiers, and consider and approve the changes prescribed in Clause 3, Article 4 of this Circular; in case of changing the location of a foreign bank branch’s office to a different province or city, the regional State Bank branch of the locality where the foreign bank branch's office is expected to be located shall be responsible for receiving the dossier and approving such content.

2. To act as the focal point for receiving reports from foreign bank branches in accordance with this Circular with regard to the changes falling within their competence defined in Clause 3, Article 4 of this Circular.

3. Within 05 working days from the date of receipt of the written request from the Credit Institution Supervision Department as prescribed in Clause 1, Article 19 of this Circular, the regional State Bank branch of the locality where the commercial bank's head office or the foreign bank branch's office is expected to be located shall conduct an inspection on the full satisfaction of requirements for the head office of the commercial bank or the office of the foreign bank branch to be located in the locality; and provide its opinions in writing to the Credit Institution Supervision Department.

4. To inspect the full satisfaction of requirements for the office of the foreign bank branch expected to be located in the locality before issuing a decision to modify the office location of the foreign bank branch in the License under the competence prescribed in Clause 3, Article 4 of this Circular.

5. To notify information in writing to the business registration agency for updating the information in the national business registration information system as prescribed in Clause 1 and Clause 3, Article 18 of this Circular.

Article 21. Responsibilities of commercial banks and foreign bank branches

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

2. To supplement and complete their dossiers at the request of the State Bank within 30 working days after the State Bank issues written requests for supplementation and completion of the dossiers. Past this time limit, if the commercial banks or foreign bank branches fail to supplement and complete their dossiers, the State Bank shall refuse to consider their request for approval of changes.

3. To perform other responsibilities as prescribed by the Law on Credit Institutions and the provisions of this Circular.

Chapter IV

IMPLEMENTATION PROVISIONS

Article 22. Effect

1. This Circular takes effect on February 07, 2026.

2. From the effective date of this Decree, the following decrees cease to be effective:

a) Circular No. 50/2018/TT-NHNN dated December 31, 2018 of the Governor of the State Bank of Vietnam, prescribing dossiers, order and procedures for approving changes of commercial banks and foreign bank branches;

b) Circular No. 06/2022/TT-NHNN dated June 30, 2022, of the Governor of the State Bank of Vietnam, amending and supplementing a number of articles of Circular No. 50/2018/TT-NHNN dated December 31, 2018 of the Governor of the State Bank of Vietnam, prescribing dossiers, order and procedures for approving changes of commercial banks and foreign bank branches;

c) Circular No. 22/2024/TT-NHNN dated June 28, 2024, of the Governor of the State Bank of Vietnam, amending and supplementing a number of articles of Circular No. 50/2018/TT-NHNN dated December 31, 2018 of the Governor of the State Bank of Vietnam, prescribing dossiers, order and procedures for approving changes of commercial banks and foreign bank branches.

Article 23. Responsibility for implementation organization

Heads of units under the State Bank of Vietnam, commercial banks, and foreign bank branches shall be responsible for organizing the implementation of this Circular.

Article 24. Transitional provision

Dossiers of request for approval for changes by commercial banks and foreign bank branches that were submitted in full and valid form to the State Bank before the effective date of this Circular shall be processed in accordance with the Circular No. 50/2018/TT-NHNN, as amended and supplemented by Circular No. 06/2022/TT-NHNN and Circular No. 22/2024/TT-NHNN.

* All Appendices are not translated herein.