Decree 329/2025/ND-CP establishment and operation licenses for banks, foreign exchange management, anti-money laundering at International Financial Center Vietnam

DECREE

On issuance of establishment and operation licenses for banks, foreign exchange management, anti-money laundering, counter-terrorism financing, and combat of the financing of the proliferation of weapons of mass destruction at the International Financial Center in Vietnam^[1]

Pursuant to Law No. 63/2025/QH15 on Organization of the Government;

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

Pursuant to Law No. 32/2024/QH15 on Credit Institutions, which is amended and supplemented by Law No. 43/2024/QH15 and Law No. 96/2025/QH15;

Pursuant to Law No. 14/2022/QH15 on Anti-Money Laundering;

Pursuant to Law No. 28/2013/QH13 on Counter-Terrorism;

Pursuant to Law No. 51/2014/QH13 on Bankruptcy;

Pursuant to Law No. 84/2025/QH15 on Inspection;

Pursuant to Ordinance No. 28/2005/PL-UBTVQH11 on Foreign Exchange, which is amended and supplemented by Ordinance No. 06/2013/UBTVQH13;

Pursuant to the National Assembly’s Resolution No. 222/2025/QH15 on the International Financial Center in Vietnam;

At the proposal of the Governor of the State Bank of Vietnam;

The Government promulgates the Decree on issuance of establishment and operation licenses for banks, foreign exchange management, anti-money laundering, counter-terrorism financing, and combat of the financing of the proliferation of weapons of mass destruction at the International Financial Center in Vietnam.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree details and guides the implementation of Clause 4, Article 10; Points b, d and dd, Clause 1, Article 11; Clause 1, Article 12; and Articles 16, 17 and 31, of Resolution No. 222/2025/QH15, regarding the establishment, organization and operation of commercial banks and foreign bank branches at the International Financial Center in Vietnam (below referred to as the Financial Center), and foreign exchange management, anti-money laundering, counter-terrorism financing, and combat of the financing of the proliferation of weapons of mass destruction at the Financial Center.

Article 2. Subjects of application

This Decree applies to:

1. Members that are commercial banks or foreign bank branches (below referred to as member banks).

2. Individuals and organizations (including also members) conducting foreign exchange transactions with members.

3. Reporting entities as defined in Article 4 of the Law on Anti-Money Laundering (below referred to as reporting entities).

4. The Financial Center’s Executive Bodies (below referred to as the Executive Bodies), the Financial Center’s Supervisory Body (below referred to as the Supervisory Body), and the Financial Center’s Dispute Resolution Bodies (below referred to as the Dispute Resolution Bodies).

5. Other related agencies, organizations and individuals.

Article 3. Interpretation of terms

In this Decree, the terms below are construed as follows:

1. Domestic borrower means an organization located in Vietnam’s territory that is not a member; domestic borrowers include enterprises, cooperatives, unions of cooperatives, credit institutions and foreign bank branches established and doing business in Vietnam that borrow capital from members.

2. Credit extension means an agreement allowing an organization/individual to use a money amount or commit to permitting the use of a money amount in adherence to the repayment principle through lending, discounting, factoring, bank guarantee, letter of credit, or issuance of credit cards.

3. Non-member foreign bank branch in Vietnam’s territory (below referred to as non-member foreign bank branch) means a foreign bank branch established, organized and operating in accordance with Vietnam’s Law on Credit Institutions.

4. Member foreign bank branch means an economic organization without the legal person status that is established, organized and operates in accordance with Resolution No. 222/2025/QH15 and this Decree. A member foreign bank branch is a dependent unit of a foreign bank and guaranteed by the latter to take responsibility for all of its obligations and commitments at the Financial Center.

5. Policies of the owner/parent bank means policies currently applied by the owner/parent bank in accordance with the law of the country where the owner/parent bank is headquartered, Resolution No. 222/2025/QH15, and this Decree.

6. Member enterprise means a member other than a member bank.

7. Outward direct investment by a member from the Financial Center means the transfer of capital abroad for investment in the form of establishment of an economic organization in accordance with the law of the investment-receiving country; contribution of capital, or purchase of shares or capital contributions of economic organizations abroad to participate in managing and conducting business investment activities abroad.

8. Outward indirect investment by a member from the Financial Center means the transfer of capital abroad for investment in the form of purchase and sale of securities and other valuable papers issued in foreign currencies abroad, or investment through securities investment funds or other intermediary financial institutions abroad.

9. License means an establishment and operation license of a member bank that is issued by the Executive Body in the city; a document issued by the Executive Body in the city on modification and supplementation of the License constitutes an integral part of the License.

10. Purchased and sold debt means a foreign-currency debt arising from lending operations or a substitute payment in guarantee operations of a member bank or Vietnamese credit institution for customers other than member banks, Vietnamese credit institutions or foreign credit institutions.

11. Debt purchase and sale means a written agreement on the transfer of the right to claim payment of a purchased and sold debt, under which the debt seller transfers ownership of the sold debt to the debt purchaser and receives payment from the latter.

12. Non-member commercial bank in Vietnam’s territory (below referred to as non-member commercial bank) means a bank permitted to conduct all banking activities and other business activities in accordance with the Law on Credit Institutions for profit-making purposes.

13. Member commercial bank means an economic organization with the legal person status that is established and organized and operates in accordance with Resolution No. 222/2025/QH15 and this Decree for profit-making purposes. Member commercial banks include wholly foreign-owned single-member limited liability commercial banks (below referred to as wholly foreign-owned commercial banks) and wholly domestically owned single-member limited liability commercial banks (below referred to as wholly domestically owned commercial banks).

14. Affiliated persons:

a/ For wholly foreign-owned commercial banks, member foreign bank branches with owners/parent banks not applying International Accounting Standards/International Financial Reporting Standards (IAS/IFRS) issued by the International Accounting Standards Board or generally accepted accounting principles as specified at Point e, Clause 1, Article 11 of Resolution No. 222/2025/QH15, and wholly domestically owned commercial banks (below collectively referred to as banks not applying international accounting standards), affiliated persons shall be determined in accordance with the Law on Credit Institutions;

b/ For wholly foreign-owned commercial banks, and member foreign bank branches with owners/parent banks applying IAS/IFRS issued by the International Accounting Standards Board or generally accepted accounting principles as specified at Point e, Clause 1, Article 11 of Resolution No. 222/2025/QH15 (below collectively referred to as banks applying international accounting standards), affiliated persons shall be determined in accordance with relevant regulations of the owners/parent banks.

15. Executive officers of a member commercial bank include the Chief Executive Officer, Chief Operations Officers, Chief Accountant, and holders of equivalent positions as stated in the Charter of the member commercial bank.

16. Managers of a member commercial bank include the Chairperson and other members of the Members’ Council; the Chief Executive Officer, and holders of other managerial positions as stated in the Charter of the member commercial bank.

17. Deposit taking means the receipt of money from organizations or individuals in the form of demand deposits or time deposits based on the principle of agreement-based refund to depositing organizations and individuals (below referred to as depositors).

18. Derivative product means a financial instrument that is valued based on anticipated fluctuations in the value of an underlying financial asset, including interest rate, foreign exchange and currency.

19. Payment account means a customer’s demand deposit account opened at a member bank for the use of payment services provided by the member bank.

20. Non-member credit institution in Vietnam’s territory (below referred to as non-member credit institution) means an economic organization with the legal person status that conducts one, several or all of banking activities in accordance with the Law on Credit Institutions and is not a member of the Financial Center.

21. Foreign credit institution means a credit institution or foreign bank branch established abroad in accordance with foreign law.

22. Vietnamese credit institutions include non-member credit institutions and non-member foreign bank branches.

23. Foreign financial institution means a financial institution established abroad in accordance with foreign law.

24. Consultancy on banking activities and other business activities means a service provider’s provision of advisory services for one or several of activities, including collecting and processing information, applying professional knowledge, identifying and assessing issues so as to propose solutions or plans in an independent and objective manner, or introducing products, services or transactions at the request of customers.

25. Charter capital of a member bank means the total money amount contributed by the owner to the member commercial bank or the total money amount allocated by the parent bank to its member foreign bank branch.

26. Own capital is inclusive of the actual value of charter capital of a bank not applying international accounting standards, plus certain reserve funds and certain other liabilities, and minus deductibles. The determination of own capital must comply with the current regulations of the Governor of the State Bank of Vietnam (below referred to as the State Bank Governor) on capital adequacy ratios applicable to commercial banks and foreign bank branches.

27. The following terms are defined in Article 4 of the Law on Credit Institutions: factoring, bank guarantee, discounting, lending, provision of via-account payment services, banking activities, monetary brokerage, letter of credit, and legal capital.

Article 4. Investors’ presence

1. An investor defined in Clause 4, Article 10 of Resolution No. 222/2025/QH15 may establish only one presence at the Financial Center in one of the forms specified in Clause 1, Article 17 of Resolution No. 222/2025/QH15.

2. A member bank may neither expand its operating network nor relocate its head office outside the geographical boundaries of the Financial Center.

Article 5. Responsibilities of member banks in protecting customers’ interests

To create favorable conditions for customers to make and withdraw deposits, and ensure full and timely payment of principals and interests of deposits as agreed in accordance with law, while not being obliged to participate in deposit insurance in Vietnam in accordance with the Law on Deposit Insurance. Other responsibilities of member banks in protecting customers’ interests must comply with Article 10 of the Law on Credit Institutions.

Article 6. Legal representatives of member commercial banks

1. The legal representative of a member commercial bank shall be stated in the Charter and must be the Chairperson of the Members’ Council or the Chief Executive Officer of the member commercial bank.

2. The legal representative of a member commercial bank must be a person residing in Vietnam. When absent from Vietnam, he/she shall authorize in writing another person who is a manager or an executive officer of the member commercial bank and currently resides in Vietnam to exercise the rights and perform the obligations of the legal representative of the member commercial bank.

3. A member commercial bank shall notify the Executive Body in the city of its legal representative within 10 days after the legal representative is appointed as stated in the Charter of the member commercial bank, or after the legal representative or information on the legal representative is changed. The Executive Body in the city shall update information to the Membership Registration and Recognition System.

Article 7. Provision of information

1. A member bank shall provide customers with adequate information, guidance and recommendations to ensure that customers are aware of and take self-responsibility for potential risks related to the member bank’s solvency for deposits of customers throughout the entire deposit term. The provision of information, guidance and recommendations to customers shall be included in internal regulations of the member bank.

2. Member banks shall report on customer-related information in credit extension activities to the State Bank and shall be provided by the State Bank with information on customers having credit relationships with Vietnamese credit institutions and member banks in accordance with the State Bank Governor’s current regulations on credit information activities of the State Bank.

3. Member banks shall report on business operations in accordance with Article 98 of this Decree.

4. Other matters relating to the provision of information must comply with Clauses 1, 3 and 4, Article 12 of the Law on Credit Institutions.

Article 8. Application of law at the Financial Center

1. In case this Decree does not contain regulating provisions, members shall comply with legal documents on the Financial Center, Vietnam’s current regulations applicable to non-member individuals and organizations in Vietnam’s territory, and other relevant regulations.

2. Member banks shall comply with the Law on Credit Institutions with respect to the following matters:

a/ Application of commercial practices;

b/ Use of terminologies relating to banking activities;

c/ Autonomy in business activities;

d/ The right to conduct banking activities;

dd/ Cooperation and competition in banking activities;

e/ Information confidentiality;

g/ Data security and assurance of uninterrupted operation;

h/ Prohibited acts;

i/ Retention of credit records;

k/ Electronic transactions in banking activities;

l/ Requirements on assurance of safety of electronic transactions in banking activities.

3. The application of the State Bank Governor’s regulations in this Decree must adhere to the following principles:

a/ The State Bank Governor’s regulations on reporting responsibility, state management responsibilities of related agencies and units, and licensing of foreign exchange activities are not applied;

b/ Procedures for processing license application dossiers and agencies competent to issue licenses must comply with this Decree.

Chapter II

LICENSES OF MEMBER BANKS

Article 9. Issuance, modification, supplementation and revocation of Licenses

1. The Executive Body in the city shall:

a/ Issue establishment and operation licenses for member banks;

b/ Modify and supplement establishment and operation licenses of member banks;

c/ Revoke establishment and operation licenses of member banks.

2. Establishment and operation licenses of member banks concurrently serve as membership registration certificates.

3. The Executive Body shall provide guidance on the model establishment and operation license of a member bank, which must have at least the following information: name of the member bank, name of the owner or parent bank, head office address, operation duration, charter capital, and scope of operation of the member bank.

The validity period of the License is the operation duration of the member bank and must not exceed 99 years.

4. The Executive Body in the city shall update the Membership Registration and Recognition System with information on the issuance, modification, supplementation and revocation of Licenses; appointment or change of the legal representatives and changes in information on the legal representatives of member commercial banks; appointment of, or change of information on, the Chief Executive Officers of member foreign bank branches; information on the owners or parent banks and change of the owners of member commercial banks; and other relevant information of member banks.

Article 10. Legal capital

1. Member banks shall comply with the regulations on legal capital level of credit institutions and foreign bank branches and maintain the actual value of charter capital at least equivalent to the legal capital level.

2. The actual value of charter capital shall be determined to be equal to the charter capital plus accumulated profits not yet distributed, and minus accumulated losses not yet offset as shown in accounting books.

3. Member banks shall monitor and evaluate the actual value of charter capital and periodically report to the Supervisory Body, specifically as follows:

a/ For member banks with the fiscal year ending on December 31:

No later than July 15 and January 15 every year, to report on the actual value of charter capital as of the end of June 30 and December 31, respectively;

b/ For member banks with the fiscal year ending on a date other than December 31:

No later than the 15^th of the first month of the first accounting quarter and the third accounting quarter, to report on the actual value of charter capital as of the last day of the preceding accounting quarter;

c/ In case the reported actual value of charter capital referred to at Point a or b of this Clause is not inclusive of adjusted entries by an independent audit firm (if any), the member bank shall supplement such adjustments in the subsequent quarter’s financial statements.

Article 11. Handling of cases in which the actual value of charter capital falls below the legal capital level

1. In case the actual value of charter capital of a member bank falls below the legal capital level, the member bank shall:

a/ Report such to the owner/parent bank; and formulate and implement a remedial plan to ensure that the actual value of charter capital is at least equal to the legal capital level;

b/ Within 30 days after the actual value of charter capital falls below the legal capital level, submit to the Supervisory Body a report on the remedial plan together with the plan implementation commitment by hand-delivery or by post, which must have at least the following contents:

b.1/ The actual value of charter capital as specified in Article 10 of this Decree;

b.2/ The cause making the actual value of charter capital fall below the legal capital level;

b.3/ Measures to ensure that the actual value of charter capital does not fall below the legal capital level and to maintain prudential ratios in operations;

c/ Implement remedial measures as required by the Supervisory Body (if any).

2. Measures applied by the Supervisory Body in case the charter capital of a member bank falls below the legal capital level:

a/ To carry out assessment, examination and inspection, or request the member bank to hire an independent audit firm to audit the member bank’s financial statements in accordance with the State Bank Governor’s current regulations on independent audit. The Supervisory Body shall, based on audited financial statements, evaluate the actual value of charter capital stated in the remedial plan reported by the member bank under Clause 1 of this Article;

b/ To request modification, supplementation and finalization of remedial measures proposed by the member bank in case the actual value of charter capital falls below the legal capital level stated in the remedial plan specified in Clause 1 of this Article when necessary;

c/ To supervise and inspect the implementation of the measures stated in the remedial plan and remedial measures as requested by the Supervisory Body.

3. Responsibilities of the owner/parent bank in case the actual value of charter capital of a member bank falls below the legal capital level:

a/ The owner/parent bank shall, within 6 months from the date the actual value of charter capital falls below the legal capital level, assist the member bank in remedying the situation;

b/ Upon the expiration of the time limit specified at Point a of this Clause, if the member bank fails to remedy the situation that the actual value of charter capital falls below the legal capital level, it shall be dissolved, terminate operation and liquidate assets in accordance with this Decree.

Article 12. Conditions for issuance of a license to establish a wholly domestically owned commercial bank

1. The bank has a charter capital at least equal to the legal capital level.

2. As the owner, the bank satisfies the following conditions:

a/ Having the actual value of charter capital as of December 31 of the year preceding the year of application for the license at least equal to twice the legal capital level. The actual value of charter capital shall be determined based on the audited separate financial statements of the year preceding the year of application for the license;

b/ Having complied with the provisions on restrictions to ensure prudential ratios in operation of credit institutions as stated in Chapter VII of the Law on Credit Institutions and the State Bank Governor’s current relevant guidance for 12 consecutive months preceding the month of application for the license;

c/ Fully and properly complying with regulations on asset classification, level and method of making deductions for risk provisions, and use of provisions for risk handling in the quarter preceding the time of application for the license;

d/ Having a non-performing loan ratio not exceeding 3% as of December 31 of the year preceding the year of application for the license and as of the last day of the month preceding the month of application for the license as specified in the State Bank Governor’s current regulations on classification of assets in operation of commercial banks, non-bank credit institutions and foreign bank branches, or a lower ratio as decided by the State Bank Governor in each period;

dd/ At the time of application for the license, the number and structure of the Board of Directors, the Members’ Council and the Board of Supervisors of the bank comply with regulations and the Chief Executive Officer position is not vacant;

e/ At the time of application for the license, the internal audit division and the internal control system comply with Articles 57 and 58 of the Law on Credit Institutions and relevant regulations;

g/ Not having been sanctioned for administrative violations concerning the organization, governance or management (except violations of internal regulations); credit extension; prudential ratio; asset classification, off-balance-sheet commitments, deductions for and use of provisions for risk handling; or foreign exchange activities in accordance with the law on sanctioning of administrative violations in the monetary and banking sector within 12 months by the time of application for the license;

h/ Not being subject to the measure prohibiting expansion of the operating network;

i/ Being rated A or B as recently announced by the State Bank by the time of application for the license and at the time of approval;

k/ Being ranked in the group of large-scale commercial banks by total assets in accordance with the State Bank Governor’s current regulations on ranking of credit institutions and foreign bank branches;

l/ Having conducted profitable business operations as shown in the audited consolidated financial statements and separate financial statements for the 5 consecutive years preceding the year of application for the license.

3. Managers, executive officers and members of the Supervisory Board fully satisfy the criteria and conditions specified in Article 30 of this Decree.

4. The bank’s Charter is compliant with this Decree and relevant regulations.

5. The establishment scheme and business plan are feasible, neither affecting the safety and stability of the credit institution system, nor leading to monopoly, restraint of competition or unfair competition within the credit institution system, together with a written commitment thereon, to be submitted to the Executive Body in the city.

6. The owner makes a written commitment to provide financial, technological, governance, management and operational support to the bank, ensuring that the bank maintains the actual value of charter capital not lower than the legal capital level and complies with the regulations on restrictions to ensure operational safety in accordance with this Decree.

Article 13. Conditions for issuance of a license to establish a wholly foreign-owned commercial bank

1. The bank has the charter capital at least equal to the legal capital level.

2. As the owner, the bank is licensed to conduct banking activities in accordance with the law of the country where the bank’s head office is located and must satisfy the following conditions:

a/ Having committed no serious violations of regulations on banking activities and other regulations of the country where the owner’s head office is located for 5 consecutive years preceding the year of submission of the license application dossier and by the time of consideration for issuance of the license;

b/ Having international operation experience and being rated by international credit rating agencies as follows:

The rating is AA- or higher (by Standard & Poor’s or Fitch Ratings) or Aa3 or higher (by Moody’s), as of the latest date by the date of submission of the license application dossier. In case an international credit rating agency uses a rating scale different from that used by Standard & Poor’s, Moody’s or Fitch Ratings, the credit rating must not be lower than the corresponding rating by Standard & Poor’s, Moody’s or Fitch Ratings.

The prospect of the credit rating referred to at this Point must be stable or higher;

c/ Having conducted profitable business operations for 5 consecutive years preceding the year of submission of the license application dossier and by the time of consideration for issuance of the license;

d/ Having total assets at least equivalent to USD 10 billion as of the end of the year preceding the year of submission of the license application dossier;

dd/ Being assessed by the authority of the country where the owner’s head office is located as complying with the regulations on capital adequacy ratio and other prudential ratios, risk management regulations, and making adequate deductions for risk provisions in accordance with the law of that country in the year preceding the year of submission of the license application dossier and by the time of consideration for issuance of the license.

3. Managers, executive officers, and members of the Board of Supervisors fully satisfy the criteria and conditions specified in Article 30 of this Decree.

4. The bank’s charter is compliant with this Decree and relevant regulations.

5. The establishment scheme and business plan are feasible, neither affecting the safety and stability of the credit institution system nor leading to monopoly, restraint of competition or unfair competition within the credit institution system, together with the owner’s written commitment thereon, to be submitted to the Executive Body in the city.

6. The member commercial bank’s projected operations are operations the owner is currently licensed to conduct in the country where the owner’s head office is located.

7. The competent authority of the country where the owner’s head office is located has entered into an agreement with the State Bank, the Executive Body or the Supervisory Body on banking inspection and supervision, and exchange of banking safety supervision information, and has made a written commitment to consolidated supervision in accordance with international practices with respect to the owner’s operation.

8. The owner makes a written commitment to provide financial, technological, governance, managerial and operational assistance to the bank, ensuring that the bank maintains the actual value of charter capital not lower than the legal capital level and complies with regulations on restrictions to ensure operational safety in accordance with this Decree.

Article 14. Conditions for issuance of a license to establish a member foreign bank branch

1. The branch has the charter capital at least equal to the legal capital level.

2. The foreign bank as parent bank is licensed to conduct banking activities under the law of the country where its head office is located and must satisfy the following conditions:

a/ Having committed no serious violations of regulations on banking activities or other regulations of the country where the parent bank’s head office is located for 5 consecutive years preceding the year of submission of the license application dossier and by the time of consideration for issuance of the license;

b/ Having international operation experience and being rated by international credit rating agencies as follows:

The credit rating is AA- or higher (by Standard & Poor’s or Fitch Ratings) or Aa3 or higher (by Moody’s), as of the latest date by the date of submission of the license application dossier. In case an international credit rating agency uses a rating scale different from that used by Standard & Poor’s, Moody’s or Fitch Ratings, the credit rating must not be lower than the corresponding rating by Standard & Poor’s, Moody’s or Fitch Ratings.

The prospect of the credit rating referred to at this Point must be stable or higher;

c/ Being assessed by the competent authority of the country where the parent bank’s head office is located as complying with the regulations on capital adequacy ratio and other prudential ratios, risk management regulations, and making adequate deductions for risk provisions in accordance with the law of that country in the year preceding the year of submission of the license application dossier and by the time of consideration for issuance of the license;

d/ Having conducted profitable business operations for 5 consecutive years preceding the year of submission of the license application dossier and by the time of consideration for issuance of the license;

dd/ Having total assets at least equivalent to USD 20 billion as of the end of the year preceding the year of submission of the license application dossier.

3. The Chief Executive Officer fully satisfies the criteria and conditions specified in Article 43 of this Decree.

4. The establishment scheme and business plan are feasible, neither affecting the safety and stability of the credit institution system nor leading to monopoly, restraint of competition or unfair competition within the credit institution system, together with the parent bank’s written commitment thereon, to be submitted to the Executive Body in the city.

5. The branch’s projected operations are operations the parent bank is currently licensed to conduct in the country where its head office is located.

6. The competent authority of the country where the parent bank’s head office is located has entered into an agreement with the State Bank, the Executive Body or the Supervisory Body on banking inspection and supervision, and exchange of banking safety supervision information, and made a written commitment to consolidated supervision in accordance with international practices with respect to the parent bank’s operation.

7. The parent bank makes a written commitment to take responsibility for all obligations and commitments of the branch, ensuring that the actual value of charter capital does not fall lower than the legal capital level, and comply with the regulations on restrictions to ensure operational safety in accordance with this Decree.

Article 15. Dossier and procedures for issuance of Licenses

The dossier and procedures for first-time issuance of a License must comply with the guidance of the Executive Body.

Article 16. Time limit for issuance of a License

1. Within 120 days after receiving a complete and valid dossier, the Executive Body in the city shall issue an establishment and operation license for a member bank or refuse to issue such License.

2. In case of refusal to issue a License, the Executive Body in the city shall issue a notice, clearly stating the reason.

Article 17. Licensing fees

The payment of licensing-related charges and fees must comply with Clause 1, Article 29 of Resolution No. 222/2025/QH15.

Article 18. Disclosure of information on commencement of operation

At least 30 days before the projected date of commencement of its operation, a member bank shall publish on at least 1 media outlet of the Financial Center, 1 printed newspaper for 3 consecutive issues, and on 1 Vietnamese newswire the following information:

1. Name and head office address of the member bank.

2. Number and issuance date of the License.

3. Charter capital of the member bank.

4. Legal representative of the member commercial bank; and Chief Executive Officer of the member foreign bank branch;

5. Owner of the member commercial bank; and parent bank of the member foreign bank branch;

6. Projected date of commencement of operation.

Article 19. Conditions for commencement of operation

1. A member bank for which a License has been issued may only operate from the date of commencement of operation.

2. To commence operation, a member bank with the issued License must fully satisfy the following conditions:

a/ Having submitted its Charter approved by the Members’ Council to the Executive Body in the city;

b/ Having sufficient charter capital. The charter capital shall be fully deposited into a non-interest-bearing frozen account opened at the State Bank at least 30 days before the date of commencement of operation. The charter capital shall be released once the member bank has commenced operation;

c/ Having an organizational and management structure, and an internal control and internal audit system appropriate to its type of operation in accordance with this Decree and relevant regulations;

d/ Having an information technology system that meets management requirements and is up to the scale of operation;

dd/ Having internal regulations on organization and operation of the Members’ Council, the Board of Supervisors, the Chief Executive Officer, and professional divisions; and internal regulations on risk management;

e/ Having a head office that is convenient for customer transactions;

g/ Having disclosed information on commencement of operation under Article 18 of this Decree.

3. A member bank shall commence operation within 12 months from the date of issuance of the License, except cases of force majeure events. Past this time limit, if the bank fails to commence operation, the issued License will become invalidated. The Executive Body in the city shall publish information on the invalidation of the License on 1 media outlet of the Financial Center.

4. A member bank with the issued License shall notify the Executive Body in the city of its satisfaction of the conditions for commencement of operation specified in Clause 2 of this Article at least 15 days before the projected date of commencement of operation. The Executive Body in the city shall suspend the commencement of operation in case the member bank fails to fully satisfy the conditions specified in Clause 2 of this Article.

Article 20. Use of Licenses

1. A member bank for which a License has been issued shall use the name and conduct the operations stated in the License.

2. A member bank for which a License has been issued may not erase, alter, buy, sell, transfer, lease or lend the License.

Article 21. Changes subject to approval by the Executive Body in the city

1. A member bank must obtain a written approval from the Executive Body in the city before carrying out procedures for changing:

a/ Name or head office location of the member bank;

b/ Charter capital level;

c/ Content and duration of operation;

d/ Suspension of transactions for 5 working days or more, except cases of suspension due to force majeure events; or,

dd/ Purchase, sale or transfer of the whole of capital contributions of the owner in the member commercial bank. The new owner of the member commercial bank must satisfy the conditions on owner specified in Clause 2, Article 12 or Clause 2, Article 13 of this Decree.

2. The dossier and procedures for approval of the changes specified in Clause 1 of this Article and the modification and supplementation of Licenses must comply with the guidance of the Executive Body.

3. Upon having the changes specified in Clause 1 of this Article approved, the member bank shall:

a/ Modify and supplement its Charter as suitable to the approved changes as specified at Points a, b, c and dd, Clause 1 of this Article;

b/ Publish the changes specified at Points a, b, c and dd, Clause 1 of this Article within 7 working days from the date the changes are approved by the Executive Body in the city on at least 1 media outlet of the Financial Center, 1 printed newspaper for 3 consecutive issues, and on 1 newswire of Vietnam.

Chapter III

ORGANIZATION, GOVERNANCE AND OPERATION OF MEMBER BANKS

Section 1

MEMBER COMMERCIAL BANKS

Article 22. Management organization structure of member commercial banks

The management organization structure of a member commercial bank is composed of the Members’ Council, the Board of Supervisors  and the Chief Executive Officer.

Article 23. Rights and obligations of owners of member commercial banks

1. The owner of a member commercial bank has the following rights:

a/ To decide on the number of members of the Members’ Council which must not be lower than 5, and state it in the Charter of the member commercial bank;

b/ To appoint the authorized representative for a term of office not exceeding 5 years to exercise/perform the rights/obligations of the owner as prescribed in this Decree. The authorized representative must fully meet the criteria and conditions specified in Article 30 of this Decree;

c/ To appoint for a term of office not exceeding 5 years, relieve from duty, or remove from office the Chairperson and other members of the Members’ Council; the Head and other members of the Board of Supervisors; the Chief Executive Officer, Chief Operations Officer(s), and the Chief Accountant;

d/ To decide on changes in the charter capital of the member commercial bank;

dd/ To approve annual financial statements; to decide on the use of profits after the fulfillment of tax obligations and other financial obligations of the member commercial bank;

e/ To decide on the dissolution of, and request the court to initiate bankruptcy proceedings against, the member commercial bank;

g/ To decide on the remuneration, salary, bonuses and other benefits of the Chairperson and other members of the Members’ Council, the Head and other members of the Board of Supervisors, and the Chief Executive Officer.

2. The owner of a member commercial bank has the following obligations:

a/ To contribute capital fully and on time as committed;

b/ To refrain from transferring part of capital contributions in the member commercial bank;

c/ To comply with the Charter of the member commercial bank;

d/ To identify and separate the owner’s assets from the assets of the member commercial bank;

dd/ To comply with law in purchasing, selling, borrowing, lending, leasing, hiring, and entering into other contracts and transactions with the member commercial bank;

e/ Other obligations as specified in this Decree and the Charter of the member commercial bank.

Article 24. Rights and obligations of managers and executive officers of a member commercial bank

1. To comply with law, decisions of the owner, and the Charter of the member commercial bank.

2. To exercise/perform their rights/obligations in an honest and careful manner and in the interests of the member commercial bank and its owner.

3. To refrain from using information, know-how or business opportunities of the member commercial bank, abusing their positions and positions and assets of the member commercial bank for personal gain or to serve interests of other organizations or individuals, causing harm to interests of the member commercial bank and its owner.

4. To take responsibility for abiding by regulations on restrictions to ensure safety in banking operations of the member commercial bank in accordance with this Decree.

5. To archive records of the member commercial bank so as to provide data serving the management, operation and control of all activities of the member commercial bank and inspection, examination and supervision activities of the Supervisory Body.

6. To be knowledgeable about risks in operations of the member commercial bank.

7. To promptly, fully and accurately notify the member commercial bank of its interests in other organizations or transactions with other organizations or individuals that are likely to conflict with interests of the member commercial bank, and only participate in such transactions upon approval by the Members’ Council.

8. To refrain from enabling themselves or their affiliated persons to borrow capital or use other banking services of the member commercial bank under conditions more preferential or favorable than general regulations of the member commercial bank.

9. Within the ambit of their rights and obligations, to fulfill written requests of the Executive Body in the city or the Supervisory Body regarding matters falling within their competence; to implement recommendations, risk and operational safety warnings, and warnings of risks leading to violations of the monetary and banking regulations; to comply with conclusions, recommendations and inspection and examination-related decisions.

10. Other rights and obligations as specified by law and the Charter of the member commercial bank.

Article 25. Members’ Council and structure of the Members’ Council of a member commercial bank

1. The Members’ Council is the governing body with full power to act on behalf of the member commercial bank to decide on and exercise/perform the rights/obligations of the member commercial bank, except matters falling within the owner’s competence.

2. The Members’ Council is composed of all authorized representatives of the owner, acting on behalf of the owner to organize the exercise/performance of the owner’s rights/obligations; shall act on behalf of the member commercial bank to exercise/perform the latter’s rights/obligations; and take responsibility to the owner for performing/exercising its tasks/powers as specified in this Decree and the Charter of the member commercial bank.

3. In case the Members’ Council has fewer members than the minimum number required at Point a, Clause 1, Article 23 of this Decree, within 90 days from the date the membership falls below the required minimum number, the member commercial bank shall add members to the Council to ensure the required minimum number.

4. The Members’ Council has an assisting division. Functions and tasks of the assisting division shall be defined by the Members’ Council.

5. The term of office of the Members’ Council must not exceed 5 years. The term of office of the Chairperson and other members of the Members’ Council is specified in the Charter of the member commercial bank but must not exceed 5 years. The term of office of an added member or a replaced member of the Council is the remaining term of office of the Council. The outgoing Members’ Council shall continue to operate until its work is taken over by the newly elected Members’ Council.

6. The Members’ Council shall use the seal of the member commercial bank to perform/exercise its tasks/powers.

7. The Members’ Council shall establish Committees to assist it in performing/exercising its tasks/powers, which must include at least a Risk Management Committee and a Human Resources Committee. The Members’ Council shall decide on tasks and powers of the Committees in accordance with Article 26 of this Decree.

8. Tasks and powers of the Members’ Council; and rights and obligations of the Chairperson and members of the Members’ Council shall be specified in the Charter of the member commercial bank in accordance with this Decree and Articles 74, 75 and 76 of the Law on Credit Institutions.

Article 26. Organizational structure and working regulations of the Risk Management Committee and the Human Resources Committee of a member commercial bank

1. The Risk Management Committee and the Human Resources Committee each must have at least 3 members, including the Head who is a member of the Members’ Council, and other members who shall be decided, appointed and relieved from duty by the Members’ Council in accordance with internal regulations and the Charter of the member commercial bank. It is required that each Committee has more than half of its total voting members who are not executive officers. One member of the Members’ Council may only act as the Head of one Committee.

2. Upon establishing its Committees, the Members’ Council shall issue working regulations and define functions and tasks of these Committees in accordance with the current regulations of the State Bank Governor. Within 10 days from the date of issuance of these regulations, the member commercial bank shall send them to the Executive Body in the city and the Supervisory Body for reporting.

Article 27. Board of Supervisors of a member commercial bank

1. The Board of Supervisors shall supervise and evaluate the compliance with law, and internal regulations and the Charter of the member commercial bank, and resolutions and decisions of the owner and the Members’ Council.

2. The Board of Supervisors of a member commercial bank must have at least 3 members. The number of members of the Board of Supervisors is specified in the Charter of the member commercial bank.

3. The Board of Supervisors has an internal audit division and an assisting division to perform its tasks.

4. The term of office of the Board of Supervisors must not exceed 5 years. The term of office of the Head and other members of the Board of Supervisors is specified in the Charter of the member commercial bank but must not exceed 5 years. The term of office of an added member or a replaced member is the remaining term of office of the Board of Supervisors . The outgoing Board of Supervisors shall continue to operate until its work is taken over by the newly elected Board of Supervisors.

5. In case the Board of Supervisors has fewer members than the minimum number of members specified in Clause 2 of this Article, within 90 days from the date the membership falls below the required minimum number, the member commercial bank shall add members to the Board of Supervisors to ensure the required minimum number.

6. Tasks and powers of the Board of Supervisors; and rights and obligations of the Head and members of the Board of Supervisors are specified in the Charter of the member commercial bank in accordance with this Decree and Articles 52, 53 and 54 of the Law on Credit Institutions. Regarding the contents specified in Clause 13, Article 52 of the Law on Credit Institutions, the Board of Supervisors shall promptly report them to the Executive Body in the city and the Supervisory Body.

Article 28. Chief Executive Officer of a member commercial bank

1. The owner of the member commercial bank shall appoint the Chief Executive Officer for a term of office not exceeding 5 years.

2. The Chief Executive Officer is the highest executive officer of the member commercial bank, taking responsibility before the Members’ Council and the owner for exercising/performing his/her rights/obligations.

3. In case the position of Chief Executive Officer is vacant, the owner of the member commercial bank shall appoint the Chief Executive Officer within 90 days from the date of occurrence of the vacancy.

4. Rights and obligations of the Chief Executive Officer are specified in the Charter of the member commercial bank in accordance with this Decree and Article 56 of the Law on Credit Institutions.

Article 29. Charter of a member commercial bank

1. The Charter of a member commercial bank must have the following principal contents:

a/ Name and head office location;

b/ Specific operations;

c/ Operation duration;

d/ Charter capital, method(s) of capital contribution, and increase and reduction of charter capital;

dd/ Tasks and powers of the Members’ Council and the Board of Supervisors; rights and obligations of the Chairperson and members of the Members’ Council, the Head and members of the Board of Supervisors, and the Chief Executive Officer;

e/ Procedures for appointment and relief from duty of members of the Members’ Council, members of the Board of Supervisors, and the Chief Executive Officer;

g/ Name, head office address, and nationality of the owner;

h/ Rights and obligations of the owner;

i/ Legal representative;

k/ Financial, accounting, control and internal audit principles;

l/ Procedures for approving decisions of the member commercial bank; principles of resolving internal disputes;

m/ Bases for and methods of determining remunerations, salaries and bonuses for managers, executive officers and members of the Board of Supervisors;

n/ Cases of and procedures for dissolution;

o/ Procedures for modifying and supplementing the Charter.

2. The Charter of a member commercial bank and any modifications or supplementations thereto shall be sent to the Executive Body in the city and the Supervisory Body within 15 days from the date of its/their approval.

Article 30. Criteria and conditions for managers, executive officers and holders of other positions of a member commercial bank

1. A member of the Members’ Council must fully satisfy the following criteria and conditions:

a/ Not falling into the cases banned from holding certain positions as specified in Clause 1, Article 33 of this Decree;

b/ Having professional ethics as specified in Article 31 of this Decree;

c/ Possessing a university degree or higher degree;

d/ Satisfying one of the following conditions: having at least 3 years’ experience of working as a manager or an executive officer of a non-member credit institution or a member commercial bank; having at least 5 years’ experience of working as a manager of an enterprise operating in the finance, accounting or auditing sector, or of another enterprise with an equity at least equal to the legal capital level required for commercial banks; having at least 5 years’ experience of directly working in a professional division of a Vietnamese credit institution or member bank; and having at least 5 years’ experience of directly working in the finance, banking, accounting or auditing division.

2. A member of the Board of Supervisors must fully satisfy the following criteria and conditions:

a/ The criteria and conditions specified at Points a and b, Clause 1 of this Article;

b/ Possessing a university degree or higher degree in finance, banking, economics, business administration, law, accounting or auditing;

c/ Having at least 3 years’ experience of directly working in the field of finance, banking, accounting or auditing;

d/ Not being an affiliated person of any manager of the member commercial bank;

dd/ The Head of the Board of Supervisors must reside in Vietnam during his/her term of office.

3. The Chief Executive Officer must fully satisfy the following criteria and conditions:

a/ The criteria and conditions specified at Points a and b, Clause 1 of this Article;

b/ Possessing a university degree or higher degree in finance, banking, economics, business administration, law, accounting or auditing;

c/ Satisfying one of the following conditions: having at least 5 years’ experience of working as an executive officer of a non-member credit institution or a member commercial bank; having at least 5 years’ experience of working as the Chief Executive Officer or a Chief Operations Officer of an enterprise with an equity at least equal to the legal capital level required for commercial banks, and having at least 5 years’ experience of directly working in the field of finance, banking, accounting or auditing; and having at least 10 years’ experience of directly working in the field of finance, banking, accounting or auditing;

d/ Residing in Vietnam during his/her term of office.

4. A Chief Operations Officer, the Chief Accountant or an equivalent title holder as specified in the Charter of a member commercial bank must satisfy the following criteria and conditions:

a/ Not falling into the cases banned from holding certain positions as specified in Clause 2, Article 33 of this Decree; particularly for Chief Operations Officers, not falling into the cases banned from holding certain positions as specified in Clause 1, Article 33 of this Decree;

b/ Satisfying one of the following conditions: possessing a university degree or higher degree in finance, banking, economics, business administration, law, accounting, auditing, or another field relevant to the professional area which he/she shall be in charge of; possessing a university degree or higher degree in another field and having at least 3 years’ experience of directly working in the field of finance or banking or the professional area which he/she shall be in charge of;

c/ Residing in Vietnam during his/her term of office;

d/ The Chief Accountant must also satisfy the criteria and conditions specified by the law on accounting.

5. Criteria and conditions for persons expected to be appointed as members of the Members’ Council; members of the Board of Supervisors; Chief Executive Officer; Chief Operations Officer(s), Chief Accountant, and holders of equivalent positions as specified in the Charter of a member commercial bank, who have no experience of working in Vietnam, do not count the cases banned from holding certain positions as specified at Points a, b, c, d and e, Clause 1, and Clause 2, of Article 33 of this Decree.

Article 31. Assessment of professional ethics

1. Persons who fall into the following cases shall be assessed as not possessing professional ethics:

a/ Persons who are held responsible under inspection or examination conclusions, leading to the sanctioning of Vietnamese credit institutions or member banks for administrative violations in the monetary and banking sector with the highest fine level for violations of regulations on licenses, governance, administration, shares, stocks, capital contribution, share purchase, credit extension, corporate bond purchase, and prudential ratios as specified by the law on handling of administrative violations in the monetary and banking sector;

b/ Persons who are held responsible under inspection or examination conclusions, leading to the sanctioning of Vietnamese credit institutions or member banks for administrative violations in the monetary and banking sector for 6 months, counted from the date of completely executing the administrative sanctioning decisions;

c/ Persons who have been sanctioned for administrative violations in the monetary and banking sector for 1 year, counted from the date of completely executing the administrative sanctioning decisions;

d/ Persons who are held personally responsible for violations related to licenses, governance, administration, shares, stocks, capital contribution, share purchase, credit extension, corporate bond purchase, prudential ratios, asset classification, off-balance sheet commitments, making of deductions for and use of provisions for risk handling in accordance with law, as stated in inspection, examination or auditing conclusions of competent state agencies, while recommendations related to those violations have not yet been assessed by competent state agencies as having been fully realized for violation remediation.

2. Persons other than those specified in Clause 1 of this Article, during their working periods at Vietnamese credit institutions or member banks, must comply with the regulations on professional ethical rules and standards issued by those Vietnamese credit institutions or member banks in accordance with the State Bank’s regulations on internal control systems or policies of owners or parent banks of member banks, except cases of first-time issuance of licenses while not yet issuing regulations on professional ethical rules and standards.

3. Persons with experience of working at foreign credit institutions shall, together with owners of member commercial banks, commit to complying with the regulations on professional ethical rules and standards (if any) issued by those foreign credit institutions (if any).

4. The assessment of professional ethics for persons expected to be appointed as members of the Members’ Council, members of the Board of Supervisors and Chief Executive Officer who have no experience of working in Vietnam does not count the provisions of Clauses 1 and 2 of this Article.

Article 32. Approval of the tentative list of persons to be appointed as members of the Members’ Council, members of the Board of Supervisors  and the Chief Executive Officer of a member commercial bank

1. A tentative list of persons to be appointed as members of the Members’ Council, members of the Board of Supervisors and the Chief Executive Officer of a member commercial bank shall be approved in writing by the Executive Body in the city before they are appointed to such positions. Persons appointed to these positions must be on the list approved by the Executive Body in the city.

2. The dossier and procedures for approving a tentative list of persons to be appointed to the positions specified in Clause 1 of this Article must comply with guidance of the Executive Body.

3. A member commercial bank shall notify the Executive Body in the city and the Supervisory Body of the list of persons appointed as members of the Members’ Council; members of the Board of Supervisors and the Chief Executive Officer within 10 days from the date of appointment.

Article 33. Persons banned from holding certain positions

1. The following persons may not act as members of the Members’ Council, members of the Board of Supervisors, Chief Executive Officer, Chief Operations Officers, or holders of equivalent positions as specified in the Charter of a member commercial bank:

a/ The persons specified in Clause 2 of this Article;

b/ Persons who are banned from participating in the management and administration of enterprises or cooperatives in accordance with the law on cadres, civil servants and public employees, and the anti-corruption law;

c/ Persons who have once acted as owners of sole proprietorships, general partners of partnerships, Chief Executive Officers, members of the Board of Directors or Members’ Council, supervisors, members of the Board of Supervisors of an enterprise, or members of the Board of Directors and Chief Executive Officer of a cooperative at the time such enterprise or cooperative was declared bankrupt, unless they were assigned, designated or appointed to participate in the management, administration or control of enterprises or cooperatives that are non-member credit institutions or member commercial banks declared bankrupt to meet task requirements;

d/ Persons who have once been suspended from holding the position of Chairperson or other members of the Board of Directors; Chairperson or other members of the Members’ Council; Head or other members of the Board of Supervisors ; or Chief Executive Officer of non-member credit institutions or member commercial banks under Article 37 of this Decree and Article 47 of the Law on Credit Institutions, or who have been concluded by competent agencies to have committed violations leading to the revocation of licenses of those non-member credit institutions or member commercial banks;

dd/ Affiliated persons of members of the Members’ Council or Chief Executive Officers of the member commercial bank, except the case specified at Point b, Clause 1, Article 23 of this Decree;

e/ Persons who are held responsible under inspection conclusions, leading to the sanctioning of Vietnamese credit institutions or member banks for administrative violations in the monetary and banking sector with the highest fine level for violations of regulations on licenses, governance, administration, shares, stocks, capital contribution, share purchase, credit extension, corporate bond purchase, and prudential ratios in accordance with the law on handling of administrative violations in the monetary and banking sector.

2. The following persons may not act as the Chief Accountant of a member bank:

a/ Minors; persons with difficulties in cognition or behavior control; persons with limited or lost civil act capacity;

b/ Persons who are being examined for penal liability, serving imprisonment sentences; executing administrative handling measures at compulsory drug rehabilitation facilities or compulsory education institutions; banned by the court from holding certain positions, practicing certain professions or doing certain jobs;

c/ Persons who have been convicted for a serious, very serious or particularly serious crime;

d/ Persons who have been convicted for a crime infringing upon ownership and whose previous criminal convictions have not yet been expunged;

dd/ Cadres, civil servants, public employees or managers of division-equivalent units or higher level in enterprises in which the State holds 50 percent or more of the charter capital;

e/ Officers, non-commissioned officers, professional army men, defense workers and public employees in agencies and units of the Vietnam People’s Army; officers, professional non-commissioned officers, and public security workers in agencies and units of the Vietnam People’s Public Security forces;

g/ Other persons as specified in the Charter of the member bank.

3. Spouses, parents, offspring and siblings of members of the Members’ Council or the Chief Executive Officer of a member bank, and spouses of these persons may not act as the Chief Accountant or the person in charge of finance of such member bank.

4. Persons who are banned from holding certain positions for those expected to be appointed as members of the Members’ Council; members of the Board of Supervisors; Chief Executive Officer; Chief Operations Officers, Chief Accountant, and holders of equivalent positions as specified in the Charter of a member commercial bank, and have no experience of working in Vietnam, do not count those specified at Points a, b, c, d and e, Clause 1, and Clause 2, of this Article.

Article 34. Persons banned from concurrently holding certain positions

1. The Chairperson of the Members’ Council of a member commercial bank may neither act concurrently as an executive officer or a member of the Board of Supervisors of such member commercial bank or of another non-member credit institution or member commercial bank, nor act as a manager of another enterprise in Vietnam.

2. A member of the Members’ Council of a member commercial bank may not concurrently act as:

a/ Executive officer of such member commercial bank, unless he/she is the Chief Executive Officer of such member commercial bank;

b/ Manager or executive officer of another non-member credit institution or member commercial bank, or manager of another enterprise in Vietnam, unless he/she is a manager or an executive officer of the owner of such member commercial bank; or,

c/ Supervisor or member of the Board of Supervisors of another non-member credit institution, member commercial bank or enterprise in Vietnam.

3. A member of the Board of Supervisors of a member commercial bank may not concurrently act as:

a/ Manager or executive officer of such member commercial bank, or another non-member credit institution, member commercial bank or enterprise in Vietnam; or employee of such member commercial bank; or,

b/ Employee of an enterprise in Vietnam in which a member of the Members’ Council of such member commercial bank is a member of the Board of Directors, an executive officer or a major shareholder.

4. The Chief Executive Officer, Chief Operations Officers, and holders of equivalent positions as specified in the Charter of a member commercial bank may not concurrently act as managers, executive officers, supervisors or members of the Board of Supervisors of another non-member credit institution, member commercial bank or enterprise in Vietnam, unless the Chief Operations Officers or holders of equivalent position as specified in the Charter of the member commercial bank are managers or executive officers of the owner of such member commercial bank.

Article 35. Persons considered automatically losing status

1. The following persons shall be considered automatically losing their status as members of the Members’ Council, members of the Board of Supervisors, or Chief Executive Officer of a member commercial bank:

a/ They fall into one of the cases banned from holding certain positions as specified in Article 33 of this Decree;

b/ They no longer act as authorized representatives of the owner of such member commercial bank;

c/ They have been deported from the territory of the Socialist Republic of Vietnam;

d/ Such member commercial bank has its license revoked;

dd/ The contract on hiring of the Chief Executive Officer has expired;

e/ They die.

2. Unless a member commercial bank has its license revoked, its Members’ Council shall send a written report together with documents proving  the personnel’s automatic loss of status as specified in Clause 1 of this Article to the Executive Body in the city and the Supervisory Body within 5 working days from the date these persons are considered automatically losing their status, and take responsibility for the accuracy and truthfulness of this report; and shall carry out procedures for appointing a replacement for the vacant position in accordance with law.

3. After being considered automatically losing their status, members of the Members’ Council, members of the Board of Supervisors, or Chief Executive Officers of member commercial banks shall still take responsibility for their decisions made during their term of office.

Article 36. Relief from duty or removal from office

1. Except the cases of being considered automatically losing their status specified in Article 35 of this Decree, the Chairperson or a member of the Members’ Council; the Head or a member of the Board of Supervisors; or the Chief Executive Officer of a member commercial bank shall be relieved from duty or removed from office in one of the following cases:

a/ He/she shall be relieved from duty if submitting his/her letter of resignation to the Members’ Council and the Board of Supervisors of the member commercial bank;

b/ He/she shall be removed from office if failing to participate in activities of the Members’ Council or Board of Supervisors for 6 consecutive months, except cases of a force majeure event;

c/ He/she shall be removed from office if no longer satisfying the criteria and conditions specified in Article 30 of this Decree;

d/ Other cases of relief from duty or removal from office as specified in the Charter of the member commercial bank.

2. After being relieved from duty or removed from office, the Chairperson and other members of the Members’ Council; the Head and other members of the Board of Supervisors; and the Chief Executive Officer of the member commercial bank shall still take responsibility for their decisions made during their term of office.

3. Within 10 days after approving a decision to relieve from duty or remove from office a person under Clause 1 of this Article, the Members’ Council of the member commercial bank shall send a written report together with relevant documents to the Executive Body in the city and the Supervisory Body.

Article 37. Termination or suspension of the exercise/performance of rights/obligations of members of the Members’ Council, Board of Supervisors, and executive officers of a member commercial bank

1. The Executive Body in the city and the Supervisory Body may terminate or suspend the exercise/performance of rights/obligations of the Chairperson and other members of the Members’ Council; the Head and other members of the Board of Supervisors; and executive officers of a member commercial bank who violate the provisions of Clause 9, Article 24 of this Decree, the provisions on persons banned from concurrently holding certain positions as specified in Article 34 of this Decree, or relevant regulations during the exercise/performance of their rights/obligations, or who fail to satisfy the criteria and conditions specified in Article 30 of this Decree; and shall request the owner to relieve from duty or remove from office the violator or appoint or designate a replacement if deeming it necessary.

2. Persons who are subject to termination or suspension of the exercise/performance of rights/obligations under Clause 1 of this Article shall participate in addressing problems and handling violations related to their personal responsibility when so requested by the Executive Body in the city, the Supervisory Body, or the Members’ Council or the Board of Supervisors of member commercial banks.

Article 38. Provision and disclosure of information

1. Members of the Members’ Council, members of the Board of Supervisors, the Chief Executive Officer, Chief Operations Officers, and holders of equivalent positions as specified in the Charter of a member commercial bank shall provide the member commercial bank with the following information:

a/ Names, enterprise identification numbers, and head office addresses of other enterprises or economic organizations in which they, or they and their affiliated persons, hold capital contributions or shares representing 5% or more of the charter capital, including also capital contributions or shares authorized or entrusted to other organizations or individuals to hold;

b/ Names, enterprise identification numbers, and head office addresses of other enterprises or economic organizations in which they and their affiliated persons are members of the Board of Directors, members of the Members’ Council, supervisors, members of the Board of Supervisors, or Chief Executive Officers;

c/ Information on individual affiliated persons, including: full name; personal identification number; nationality, passport number, date and place of issuance, for foreigners; and relationship with the information provider;

d/ Information on institutional affiliated persons, including: name, enterprise identification number, head office address, code of enterprise registration certificate or equivalent legal document; legal representative, and relationship with the information provider.

2. The subjects specified in Clause 1 of this Article shall send to the member commercial bank a document on initial provision of information and changes, if any, in such information within 7 working days after such information arises or changes.

3. The member commercial bank shall post and keep the information specified in Clause 1 of this Article at its head office and send a written report to the Executive Body in the city and the Supervisory Body within 7 working days after it receives the provided information. Annually, the member commercial bank shall disclose the information specified at Points a, b and d, Clause 1 of this Article to its Members’ Council.

4. Subjects that provide and disclose information shall ensure that the provided and disclosed information is truthful, accurate, adequate and timely, and shall take responsibility for the provision and disclosure of such information.

Article 39. Internal control system

1. A member commercial bank shall establish an internal control system and organize the application of technology in internal control activities in accordance with the owner’s policies and this Decree’s provisions on organization, governance and administration.

2. The Executive Body in the city and the Supervisory Body may request a member commercial bank to hire an independent audit firm to assess part or the whole of the internal control system when deeming it necessary.

Article 40. Internal audit

1. A member commercial bank shall establish an internal audit division under the Board of Supervisors to carry out internal audit activities.

2. The internal audit division shall carry out independent and objective review and evaluation of the appropriateness and compliance with mechanisms, policies, processes and internal regulations of the member commercial bank; and make recommendations to improve the effectiveness of systems, processes and regulations, contributing to ensuring the safe, efficient and lawful operation of the member commercial bank.

3. Internal audit results shall be reported to the Board of Supervisors and sent to the Members’ Council and the Chief Executive Officer of the member commercial bank.

Article 41. Independent audit

Before the end of a fiscal year, a member commercial bank shall select an independent audit firm that satisfies the requirements under the State Bank Governor’s current regulations on independent audit to audit its financial statements and perform security services for the operation of the internal control system in the preparation and presentation of financial statements for the subsequent fiscal year.

Section 2

MEMBER FOREIGN BANK BRANCHES

Article 42. Management organization structure of a member foreign bank branch

The management organization structure of a member foreign bank branch shall be decided by the parent bank and must comply with this Decree’s  provisions on organization, governance and administration; and the provisions on internal control system and independent audit of Articles 39 and 41 of this Decree. Internal audit must comply with regulations of the parent bank.

Article 43. Chief Executive Officer of a member foreign bank branch

1. The Chief Executive Officer of a member foreign bank branch is the representative of the foreign bank branch before law and responsible for all activities of the member foreign bank branch, and manages its daily operations within the ambit of his/her rights and obligations in accordance with this Decree and relevant regulations. If absent from Vietnam, he/she shall authorize in writing another person to exercise/perform the rights/obligations of the Chief Executive Officer of the member foreign bank branch.

2. The Chief Executive Officer of a member foreign bank branch may not concurrently act as a manager or an executive officer of a Vietnamese credit institution, member commercial bank, member foreign bank branch, or another economic organization in Vietnam.

3. The Chief Executive Officer of a member foreign bank branch must fully satisfy the criteria and conditions specified in Clause 3, Article 30 of this Decree. A person expected to be appointed as the Chief Executive Officer of a member foreign bank branch shall be approved in writing by the Executive Body in the city before being appointed.

4. The criteria and conditions for a person expected to be appointed as the Chief Executive Officer of a member foreign bank branch who has no experience of working in Vietnam do neither count the provisions on persons banned from holding certain positions as specified in Article 33 of this Decree nor count the provisions on assessment of professional ethics of Clauses 1 and 2, Article 31 of this Decree.

5. If a person expected to be appointed as the Chief Executive Officer of a member foreign bank branch has experience of working in a foreign credit institution, he/she and the parent bank of the member foreign bank branch shall commit to complying with the regulations on professional ethical rules and standards (if any) issued by such foreign credit institution.

6. The dossier and procedures for approving a person expected to be appointed as the Chief Executive Officer of a member foreign bank branch must comply with the guidance of the Executive Body.

7. Member foreign bank branches shall notify the Executive Body in the city and the Supervisory Body of the list of persons appointed as their Chief Executive Officers within 10 days from the date of appointment.

8. The disclosure and provision of information related to the Chief Executive Officer of a member foreign bank branch must comply with Article 38 of this Decree.

Article 44. Relief from duty or removal from office of the Chief Executive Officer of a member foreign bank branch

1. The relief from duty or removal from office of the Chief Executive Officer of a member foreign bank branch shall be decided by the parent bank, and a written report together with relevant documents shall be sent to the Executive Body in the city and the Supervisory Body within 10 days after the decision on relief from duty or removal from office is approved.

2. After being relieved from duty or removed from office, the Chief Executive Officer of a member foreign bank branch shall still take responsibility for his/her decisions made during his/her term of office.

Article 45. Persons considered automatically losing status as the Chief Executive Officer of a member foreign bank branch

1. A person shall be considered automatically losing his/her status as the Chief Executive Officer of a member foreign bank branch in the following cases:

a/ He/she falls into one of the cases banned from holding certain positions as specified in Article 33 of this Decree;

b/ He/she has been deported from the territory of the Socialist Republic of Vietnam;

c/ The foreign bank branch has its license revoked;

d/ The parent bank’s document on his/her appointment as the Chief Executive Officer has expired and he/she is not reappointed;

dd/ He/she is dead.

2. The member foreign bank branch shall send a written report together with documents proving the personnel’s automatic loss of status as specified in Clause 1 of this Article (except cases in which its license is revoked) to the Executive Body in the city and the Supervisory Body within 5 working days from the date of automatic loss of status, and take responsibility for the accuracy and truthfulness of such report; and shall carry out procedures for election or appointment of a replacement for the vacant position in accordance with law.

3. After being considered automatically losing his/her status, the Chief Executive Officer of a member foreign bank branch shall still take responsibility for his/her decisions made during his/her term of office.

Article 46. Termination or suspension of the exercise/performance of rights/obligations of the Chief Executive Officer of a member foreign bank branch

1. The Executive Body in the city and the Supervisory Body may terminate or suspend the exercise/performance of rights/obligations of the Chief Executive Officer of a member foreign bank branch who violates the provisions of Clause 9, Article 24, or Clause 2, Article 43, of this Decree, or relevant regulations during the exercise/performance of his/her rights/obligations, or who fails to satisfy the criteria and conditions specified in Clause 3, Article 30 of this Decree; and shall request the parent bank to relieve from duty or remove from office the violator, or appoint or designate a replacement when deeming it necessary.

2. A person who is subject to termination or suspension of exercise/performance of rights/obligations under Clause 1 of this Article shall participate in addressing problems and handling violations related to his/her personal responsibility when so requested by the Executive Body in the city or the Supervisory Body.

Chapter IV

OPERATION OF MEMBER BANKS

Section 1

GENERAL PROVISIONS ON THE OPERATION OF MEMBER BANKS

Article 47. Operation of member banks

 1. Each member bank shall carry out banking operations and other business activities as stated in its License.

2. Member banks may carry out the operations specified in Sections 2 and 3 of this Chapter. Member banks may only carry out operations other than those specified in Sections 2 and 3 of this Chapter under the instructions of the Executive Board in accordance with Clause 4, Article 113 of this Decree.

3. Member banks shall carry out the operations specified in Sections 2 and 3 of this Chapter according to the policies of their owners/parent banks, except those specified in Clauses 19 and 21 of Article 51; Clauses 9, 10, 11 and 13 of Article 52; Clauses 1, 7, 8, 9, 11 and 13 of Article 53; Clauses 5, 6, 7 and 9 of Article 54; Clause 7 of Article 55; Clauses 4 and 17 of Article 57; Clauses 4 and 11 of Article 58; Clauses 1, 2, 5, 9 and 11 of Article 59; Clauses 5 and 9 of Article 60; and Clause 7 of Article 61, of this Decree.

4. Member banks shall carry out the operations in Sections 2 and 3 of this Chapter in foreign currencies, except those specified in Clause 16 of Article 51; Clauses 12 and 13 of Article 52; Clauses 9, 10 and 11 of Article 53; Clause 5, Point b of Clause 6, and Clauses 8 and 9, of Article 54; Clauses 6 and 7 of Article 55; Clause 14 of Article 57; Clauses 10 and 11 of Article 58; Clauses 7, 8 and 9 of Article 59; Clause 5, Point b of Clause 6, and Clauses 8 and 9, of Article 60; and Clauses 6 and 7 of Article 61, of this Decree.

5. The operations specified in this Chapter must comply with the regulations on foreign exchange management in Chapter VIII of this Decree.

Article 48. Interest rates and fees in business activities of member banks

1. Member banks have the right to determine and shall publicly list the service fees in their business activities.

2. Member banks and customers have the right to negotiate on interest rates and credit extension fees in their banking operations in accordance with law, with regard to the credit extension operations specified in Sections 2 and 3 of this Chapter.

3. Member banks have the right to determine and publicly list deposit interest rates applicable to individuals and organizations outside Vietnam’s territory and member enterprises.

Article 49. Internal regulations

1. Member banks shall formulate and issue internal regulations for the operations specified in this Chapter, covering also operations performed by electronic means, ensuring that there are internal control, internal audit and risk management mechanisms associated with each business process, and emergency response plans.

2. Member banks shall issue internal regulations on:

a/ Credit extension and extended credit management;

b/ Classification of assets, deductions for and use of risk provisions;

c/ Assessment of asset quality and compliance with capital adequacy ratio requirements;

d/ Liquidity management, including liquidity management procedures and limits;

dd/ Internal control and internal audit in conformity with the nature and scale of their operations;

e/ Internal credit rating system, for member banks subject to formulation of internal credit rating systems;

g/ Risk management in their operations;

h/ Anti-money laundering, counter-terrorism financing, and prevention of the financing of the proliferation of weapons of mass destruction;

i/ Emergency response plans.

3. Member banks shall formulate and submit to the Executive Body in the city and the Supervisory Body:

a/ The internal regulations specified in Clauses 1 and 2 of this Article when submitting the dossier of application for a License;

b/ Relevant internal regulations specified in Clause 1 of this Article when applying for modification or supplementation of the operations stated in the License;

c/ The internal regulations specified in Clauses 1 and 2 of this Article within 10 days after issuing such internal regulations.

Article 50. Loan syndication

1. Member banks shall grant syndicated loans in accordance with the State Bank Governor’s current regulations on grant of syndicated loans by credit institutions to customers, except the case specified in Clause 2 of this Article.

2. In case a wholly foreign-owned commercial bank, a member foreign bank branch or a foreign credit institution grants syndicated loans to individuals or organizations outside Vietnam’s territory, the involved parties may agree to apply the policies of the former’s owner/parent bank.

Section 2

OPERATION OF WHOLLY FOREIGN-OWNED COMMERCIAL BANKS AND MEMBER FOREIGN BANK BRANCHES

Article 51. Operations that a wholly foreign-owned commercial bank or member foreign bank branch may carry out with individuals and organizations outside Vietnam’s territory

1. Receiving demand deposits as specified in Clause 9 of this Article, and receiving time deposits.

2. Depositing money at foreign credit institutions.

3. Borrowing, lending.

4. Discounting.

5. Providing bank guarantees.

6. Factoring and other services related to factoring.

7. Letter of credit operations and other business activities related to letters of credit.

8. Issuing credit cards.

9. Opening payment accounts, providing via-account payment services.

10. Opening and using payment accounts at foreign credit institutions.

11. Conducting transactions between different foreign currencies (below referred to as cross-currency transactions). Transactions between Vietnam dong and foreign currencies are not permitted.

12. Trading and providing interest-rate derivatives, excluding derivative transactions involving Vietnam dong.

13. Trading and providing foreign exchange derivatives, excluding derivative transactions involving Vietnam dong.

14. Providing commodity-price derivatives, excluding derivative transactions involving Vietnam dong.

15. Providing monetary brokerage services for foreign credit institutions.

16. Buying and selling corporate bonds issued in Vietnam’s territory, excluding bonds issued by Vietnamese credit institutions.

17. Buying and selling corporate bonds issued abroad in foreign currencies.

18. Buying and selling government bonds issued abroad in foreign currencies.

19. Issuing bonds in accordance with the law on securities and Article 87 of this Decree.

20. Selling debts.

21. Entrusting and undertaking entrustment in banking operations with foreign credit institutions according to the policies of its owner/parent bank and the following principles:

a/ Entrusting only the operations that the wholly foreign-owned commercial bank or member foreign bank branch is permitted to perform within the scope of its License, in accordance with the provisions of this Chapter. The entrusted party may only undertake entrustment for the operations it is permitted to perform;

b/ Undertaking entrustment for the tasks that the wholly foreign-owned commercial bank or member foreign bank branch is permitted to perform within the scope of its License, in accordance with the provisions of this Chapter.

22. Providing consulting services on banking operations and other business activities in conformity with the scope of operation specified in its License issued by the Executive Body in the city. The consulting solutions and plans shall be implemented by the wholly foreign-owned commercial bank or member foreign bank branch itself or by another member bank in conformity with the scope of operation specified in the License issued by the Executive Body in the city to the member bank.

23. Acting as a collateral management agent for lenders that are international financial institutions or foreign credit institutions.

24. Providing asset safekeeping services and safe deposit box services.

Article 52. Operations that a wholly foreign-owned commercial bank or member foreign bank branch may carry out with member enterprises

1. Receiving demand deposits as specified in Clause 8 of this Article, and receiving time deposits.

2. Lending.

3. Discounting.

4. Providing bank guarantees.

5. Factoring and other services related to factoring.

6. Letter of credit operations and other business activities related to letters of credit.

7. Issuing credit cards.

8. Opening payment accounts, providing via-account payment services.

9. Conducting cross-currency transactions according to the State Bank Governor’s regulations on foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations. Transactions between Vietnam dong and foreign currencies are not permitted.

10. Trading and providing interest-rate derivatives in accordance with the State Bank Governor’s regulations on trading and provision of interest-rate derivatives by commercial banks and foreign bank branches, excluding derivative transactions involving Vietnam dong.

11. Providing commodity-price derivatives in accordance with the State Bank Governor’s regulations on provision of commodity-price derivatives by commercial banks, excluding derivative transactions involving Vietnam dong.

12. Buying and selling corporate bonds issued in Vietnam’s territory, excluding bonds issued by Vietnamese credit institutions.

13. Buying and selling Vietnamese Government bonds, Vietnamese Government-guaranteed bonds and Vietnamese municipal bonds in accordance with the regulations on government bonds, government-guaranteed bonds and municipal bonds.

14. Selling debts.

15. Providing consulting services on banking operations and other business activities in conformity with the scope of operation specified in its License issued by the Executive Body in the city. The consulting solutions and plans shall be performed by the wholly foreign-owned commercial bank or member foreign bank branch itself or by another member bank in conformity with the scope of operation specified in the License issued by the Executive Body in the city to the member bank.

16. Providing asset safekeeping services and safe deposit box services.

Article 53. Operations that a wholly foreign-owned commercial bank or member foreign bank branch may carry out with member banks

1. Lending, borrowing, depositing, receiving deposits, buying and selling valuable papers issued in foreign currencies under forward contracts according to the policies of the owner/parent bank of the lender, depositor or buyer of valuable papers, or of the borrower, depositee or seller of valuable papers as agreed upon by both parties.

2. Providing bank guarantees.

3. Factoring and other services related to factoring.

4. Letter of credit operations and other business activities related to letters of credit.

5. Issuing credit cards.

6. Opening payment accounts, providing via-account payment services.

7. Foreign exchange transactions:

a/ To conduct cross-currency transactions according to the following regulations:

a.1/ Member banks may choose the applicable law according to the State Bank Governor’s regulations on foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations, or according to the policies of the owner/parent bank, except the case specified at Point a.2 of this Clause;

a.2/ Member banks shall conduct transactions in conformity with the scope of transactions, with regard to transactions between Vietnamese credit institutions licensed to conduct foreign exchange operations with one another according to the State Bank Governor’s regulations on foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations;

b/ Not to conduct transactions between Vietnam dong and foreign currencies.

8. Trading and providing interest-rate derivatives according to the State Bank Governor’s regulations on trading and provision of interest-rate derivatives by commercial banks and foreign bank branches, excluding derivative transactions involving the Vietnam dong.

9. Providing monetary brokerage services according to State Bank Governor’s regulations on monetary brokerage activities.

10. Buying and selling corporate bonds issued in Vietnam’s territory, excluding bonds issued by Vietnamese credit institutions.

11. Buying and selling Vietnamese Government bonds, Vietnamese Government-guaranteed bonds and Vietnamese municipal bonds in accordance with the regulations on government bonds, government-guaranteed bonds and municipal bonds.

12. Buying and selling debts.

13. Entrusting and undertaking entrustment in banking operations in accordance with the policies of the owner/parent bank, and ensuring adherence to the principles specified in Clause 21, Article 51 of this Decree.

14. Providing consulting services on banking operations and other business activities in conformity with the scope of operation specified in its License issued by the Executive Body in the city. The consulting solutions and plans shall be performed by the wholly foreign-owned commercial bank or member foreign bank branch itself or by another member bank in conformity with the scope of operation stated in the License issued by the Executive Body in the city to the member bank.

15. Providing treasury services, asset safeguarding services and safe deposit box services.

Article 54. Operations that a wholly foreign-owned commercial bank or member foreign bank branch may carry out with Vietnamese credit institutions

1. Lending.

2. Bank guarantees:

a/ Providing bank guarantees for Vietnamese credit institutions;

b/ Being provided with bank guarantees by Vietnamese credit institutions:

A Vietnamese credit institution shall provide a bank guarantee to a wholly foreign-owned commercial bank or member foreign bank branch in case the beneficiary is an individual or organization in Vietnam’s territory, or in case the wholly foreign-owned commercial bank or member foreign bank branch makes an escrow equaling the guarantee value;

A wholly foreign-owned commercial bank or member foreign bank branch shall provide a counter-guarantee to a Vietnamese credit institution in case the Vietnamese credit institution provides a guarantee to a member enterprise that is a customer of the wholly foreign-owned commercial bank or member foreign bank branch, and the beneficiary is an individual or organization in Vietnam’s territory, or in case the wholly foreign-owned commercial bank or member foreign bank branch makes an escrow equaling the guarantee value;

A Vietnamese credit institution shall certify a guarantee for a wholly foreign-owned commercial bank or member foreign bank branch in case the wholly foreign-owned commercial bank or member foreign bank branch provides a guarantee to a member enterprise with the beneficiary being an individual or organization in Vietnam’s territory, or in case the wholly foreign-owned commercial bank or member foreign bank branch makes an escrow equaling the guarantee value.

3. Factoring and other services related to factoring.

4. Letter of credit operations and other business activities related to letters of credit.

5. Opening payment accounts in Vietnam dong and foreign currencies at non-member commercial banks or non-member foreign bank branches in accordance with the regulations on opening and use of payment accounts and the State Bank Governor’s  regulations on the use of Vietnam-dong accounts by non-residents.

6. Foreign exchange transactions:

a/ Conducting cross-currency transactions in conformity with the scope of transactions of Vietnamese credit institutions with foreign financial institutions according to the State Bank Governor’s regulations on the scope of foreign exchange operations, the conditions and procedures for approving foreign exchange operations of credit institutions and foreign bank branches, and foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations.

b/ Conducting transactions between Vietnam dong and foreign currencies in conformity with the scope of transactions of Vietnamese credit institutions with non-resident customers according to the State Bank Governor’s regulations on foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations.

7. Trading and providing interest-rate derivatives in accordance with the State Bank Governor’s regulations on trading and provision of interest-rate derivatives of commercial banks and foreign bank branches, excluding derivative transactions involving Vietnam dong.

8. Buying and selling corporate bonds issued in Vietnam’s territory, excluding bonds issued by Vietnamese credit institutions.

9. Buying and selling Vietnamese Government bonds, Vietnamese Government-guaranteed bonds and Vietnamese municipal bonds in accordance with the regulations on government bonds, government-guaranteed bonds and municipal bonds. It is not permitted to sell Vietnamese Government bonds issued in foreign currencies, Vietnamese Government-guaranteed bonds issued in foreign currencies and Vietnamese municipal bonds issued in foreign currencies.

10. Purchasing debts.

Article 55. Operations that a wholly foreign-owned commercial bank or member foreign bank branch may carry out with organizations in Vietnam’s territory that are not Vietnamese credit institutions

1. Lending.

2. Discounting.

3. Providing bank guarantees.

4. Factoring and other services related to factoring.

5. Letter of credit operations and other business activities related to letters of credit.

6. Buying and selling corporate bonds issued in Vietnam’s territory, excluding bonds issued by Vietnamese credit institutions.

7. Buying and selling Vietnamese Government bonds, Vietnamese Government-guaranteed bonds and Vietnamese municipal bonds in accordance with the regulations on government bonds, government-guaranteed bonds and municipal bonds, including also purchase of bonds on the primary market. It is not permitted to sell Vietnamese Government bonds issued in foreign currencies, Vietnamese Government-guaranteed bonds issued in foreign currencies and Vietnamese municipal bonds issued in foreign currencies.

Article 56. Participation in international payment systems by wholly foreign-owned commercial banks and member foreign bank branches

Wholly foreign-owned commercial banks and member foreign bank branches may participate in international payment systems in which their owners/parent banks are members.

Section 3

OPERATION OF WHOLLY DOMESTICALLY OWNED COMMERCIAL BANKS

Article 57. Operations that a wholly domestically owned commercial bank may carry out with individuals and organizations outside Vietnam’s territory

1. Receiving demand deposits as specified in Clause 9 of this Article, and receiving time deposits.

2. Depositing money at foreign credit institutions.

3. Borrowing.

4. Lending as specified in Clause 2, Article 88, and Article 89, Chapter VIII of this Decree.

5. Providing bank guarantees.

6. Factoring and other services related to factoring.

7. Letter of credit operations and other business activities related to letters of credit.

8. Issuing credit cards.

9. Opening payment accounts, providing via-account payment services.

10. Opening and using payment accounts at foreign credit institutions.

11. Conducting cross-currency transactions in conformity with the scope of foreign exchange operations in the international market as specified in the License of the owner/parent bank. Transactions between Vietnam dong and foreign currencies are not permitted.

12. Trading and providing interest-rate derivatives, excluding derivative transactions involving Vietnam dong.

13. Providing commodity-price derivatives, excluding derivative transactions involving Vietnam dong.

14. Buying and selling corporate bonds issued in Vietnam, excluding bonds issued by Vietnamese credit institutions.

15. Buying and selling corporate bonds issued abroad in foreign currencies.

16. Buying and selling government bonds issued abroad in foreign currencies.

17. Issuing bonds in accordance with the law on securities and Article 87 of this Decree.

18. Selling debts.

19. Providing consulting services on banking operations and other business activities in conformity with the scope of operation specified in its License issued by the Executive Body in the city. The consulting solutions and plans shall be performed by the wholly domestically owned commercial bank itself or by another member bank in conformity with the scope of operation stated in the License issued by the Executive Body in the city to the member bank.

20. Acting as a collateral management agent for lenders that are international financial institutions or foreign credit institutions.

21. Providing asset safekeeping services and safe deposit box services.

Article 58. Operations that a wholly domestically owned commercial bank may carry out with member enterprises

1. Receiving demand deposits as specified in Clause 6 of this Article, and receiving time deposits.

2. Lending in accordance with the State Bank Governor’s regulations on foreign-currency lending by credit institutions and foreign bank branches to resident borrowers, without being subject to regulations on foreign-currency borrowing needs and the procedures for approving foreign-currency loans.

3. Discounting.

4. Providing bank guarantees, factoring and other services related to factoring, letter of credit operations and other business activities related to letters of credit in accordance with commercial practices as specified in Article 3 of the Law on Credit Institutions.

5. Issuing credit cards.

6. Opening payment accounts, providing via-account payment services.

7. Conducting cross-currency transactions in accordance with the State Bank Governor’s regulations on foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations. Transactions between Vietnam dong and foreign currencies are not permitted.

8. Trading and providing interest-rate derivatives, excluding derivative transactions involving the Vietnam dong.

9. Providing commodity-price derivatives, excluding derivative transactions involving Vietnam dong.

10. Buying and selling corporate bonds issued in Vietnam’s territory, excluding bonds issued by Vietnamese credit institutions.

11. Buying and selling Vietnamese Government bonds, Vietnamese Government-guaranteed bonds and Vietnamese municipal bonds in accordance with the regulations on government bonds, government-guaranteed bonds and municipal bonds.

12. Selling debts.

13. Providing consulting services on banking operations and other business activities in conformity with the scope of operation specified in its License issued by the Executive Body in the city. The consulting solutions and plans shall be performed by the wholly domestically owned commercial bank itself or by another member bank in conformity with the scope of operation stated in the License issued by the Executive Body in the city to the member bank.

14. Providing asset safekeeping services and safe deposit box services.

Article 59. Operations that a wholly domestically owned commercial bank may carry out with member banks

1. Lending, borrowing, depositing, receiving deposits, buying and selling valuable papers issued in foreign currencies under forward contracts according to the policies of the owner/parent bank of the lender, depositor or buyer of valuable papers, or of the borrower, depositee or seller of valuable papers, as agreed upon by both parties.

2. Providing bank guarantees, factoring and other services related to factoring, letter of credit operations and other business activities related to letters of credit in accordance with commercial practices as prescribed in Article 3 of the Law on Credit Institutions.

3. Issuing credit cards.

4. Opening payment accounts, providing via-account payment services.

5. Foreign exchange transactions:

a/ To conduct cross-currency transactions according to the following regulations:

a.1/ Member banks may choose the applicable law according to the State Bank Governor’s regulations on foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations, or according to the policies of the owner/parent bank, except the provisions of Point a.2 of this Clause;

a.2/ Member banks shall conduct transactions in conformity with the scope of transactions applicable to transactions between Vietnamese credit institutions licensed to conduct foreign exchange operations with one another, in accordance with the State Bank Governor’s regulations on foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations;

b/ Not to conduct transactions between Vietnam dong and foreign currencies.

6. Trading and providing interest-rate derivatives, excluding derivative transactions involving Vietnam dong.

7. Providing monetary brokerage services.

8. Buying and selling corporate bonds issued in Vietnam’s territory, excluding bonds issued by Vietnamese credit institutions.

9. Buying and selling Vietnamese Government bonds, Vietnamese Government-guaranteed bonds and Vietnamese municipal bonds in accordance with the regulations on government bonds, government-guaranteed bonds and municipal bonds.

10. Buying and selling debts.

11. Entrusting and undertaking entrustment in banking operations in accordance with the policies of the owner/parent bank and the principles specified in Clause 21, Article 51 of this Decree.

12. Providing consulting services on banking operations and other business activities in conformity with the scope of operation specified in the License issued by the Executive Body in the city. The consulting solutions and plans shall be performed by the wholly domestically owned commercial bank itself or by another member bank in conformity with the scope of operation stated in the License issued by the Executive Body in the city to the member bank.

13. Providing treasury services, asset safekeeping services and safe deposit box services.

Article 60. Operations that a wholly domestically owned commercial bank may carry out with Vietnamese credit institutions

1. Lending.

2. Bank guarantees:

a/ Providing bank guarantees for Vietnamese credit institutions;

b/ Being provided with bank guarantees by Vietnamese credit institutions:

A Vietnamese credit institution shall provide a bank guarantee to a wholly domestically owned commercial bank in case the beneficiary is an individual or organization in Vietnam’s territory, or in case the wholly domestically owned commercial bank makes an escrow equaling the guarantee value;

A wholly domestically owned commercial bank shall provide a counter-guarantee to a Vietnamese credit institution in case the Vietnamese credit institution provides a guarantee to a member enterprise that is a customer of the wholly domestically owned commercial bank, and the beneficiary is an individual or organization in Vietnam’s territory, or in case the wholly domestically owned commercial bank makes an escrow equaling the guarantee value;

A Vietnamese credit institution shall certify a guarantee for a wholly domestically owned commercial bank in case the wholly domestically owned commercial bank provides a guarantee to a member enterprise with the beneficiary being an individual or organization in Vietnam’s territory, or in case the wholly domestically owned commercial bank makes an escrow equaling the guarantee value.

3. Factoring and other services related to factoring.

4. Letter of credit operations and other business activities related to letters of credit.

5. Opening Vietnam-dong and foreign-currency payment accounts at non-member commercial banks or non-member foreign bank branches in accordance with the regulations on opening and use of payment accounts and the State Bank Governor’s regulations on the use of Vietnam-dong accounts by non-residents.

6. Foreign exchange transactions:

a/ Conducting cross-currency transactions in conformity with the scope of transactions of Vietnamese credit institutions with foreign financial institutions according to the State Bank Governor’s regulations on the scope of foreign exchange operations, the conditions and procedures for approving foreign exchange operations of credit institutions and foreign bank branches, and foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations;

b/ Conducting transactions between Vietnam dong and foreign currencies in conformity with the scope of transactions of Vietnamese credit institutions with non-resident customers according to the State Bank Governor’s regulations on foreign currency transactions in the foreign exchange market of credit institutions licensed to conduct foreign exchange operations.

7. Trading and providing interest-rate derivatives, excluding derivative transactions involved Vietnam dong.

8. Buying and selling corporate bonds issued in Vietnam, excluding bonds issued by Vietnamese credit institutions.

9. Buying and selling Vietnamese Government bonds, Vietnamese Government-guaranteed bonds and Vietnamese municipal bonds in accordance with the regulations on government bonds, government-guaranteed bonds and municipal bonds. It is not permitted to sell Vietnamese Government bonds issued in foreign currencies, Vietnamese Government-guaranteed bonds issued in foreign currencies and Vietnamese municipal bonds issued in foreign currencies.

10. Buying debts.

Article 61. Operations that a wholly domestically owned commercial bank may carry out with organizations in Vietnam’s territory that are not Vietnamese credit institutions

1. Lending.

2. Discounting.

3. Providing bank guarantees.

4. Factoring and other services related to factoring.

5. Letter of credit operations and other business activities related to letters of credit.

6. Buying and selling corporate bonds issued in Vietnam, excluding bonds issued by Vietnamese credit institutions.

7. Buying and selling Vietnamese Government bonds, Vietnamese Government-guaranteed bonds and Vietnamese municipal bonds in accordance with the regulations on government bonds, government-guaranteed bonds and municipal bonds, including also purchase of bonds in the primary market. It is not permitted to sell Vietnamese Government bonds issued in foreign currencies, Vietnamese Government-guaranteed bonds issued in foreign currencies and Vietnamese municipal bonds issued in foreign currencies.

Article 62. Participation in international payment systems by wholly domestically owned commercial banks

Wholly domestically owned commercial banks may participate in international payment systems in which their owners are members.

Chapter V

RESTRICTIONS FOR SAFE OPERATIONS OF MEMBER BANKS

Article 63. Cases ineligible for credit extension

1. A bank that does not apply International Accounting Standards may not extend credit to the following organizations and individuals:

a/ Members of the Members’ Council, members of the Supervisory Board, Chief Executive Officer, Chief Operations Officer and holders of equivalent titles as specified in the Charter of the commercial bank; the owner of the commercial bank; Chief Executive Officer and Chief Operations Officer(s) of the foreign bank branch; the parent bank of the foreign bank branch;

b/ Spouses, fathers/mothers, children and siblings of members of the Members’ Council, members of the Supervisory Board, Chief Executive Officer, Chief Operations Officer and holders of equivalent titles specified in the charter of the commercial bank; or of Chief Executive Officer and Chief Operations Officer(s) of the foreign bank branch.

2. A bank that does not apply International Accounting Standards may not extend credit to customers on the basis of security provided by the entities specified in Clause 1 of this Article. A bank that does not apply International Accounting Standards may not provide security in any forms for other member banks, foreign credit institutions or Vietnamese credit institution to extend credit to the entities specified in Clause 1 of this Article.

3. A bank that applies International Accounting Standards shall comply with cases ineligible for credit extension in accordance with policies of its owner/parent bank.

4. Member banks may not extend credit to contribute capital to, or purchase shares of, non-member credit institutions.

5. The credit extension specified in Clauses 1, 2, and 4 of this Article cover also the purchase and holding of, and investment in, corporate bonds.

Article 64. Credit extension restrictions

1. A bank that does not apply International Accounting Standards may not extend unsecured credit or concessional credit to the following organizations and individuals:

a/ The audit institution and auditors that are carrying out audits at the bank; the inspection decision issuer, members of the inspection team, and the person supervising activities of the inspection team that is carrying out inspection at the bank;

b/ The chief accountant of the bank;

c/ An enterprise with one of the entities specified in Clause 1, Article 63 of this Decree holding more than 10% of the charter capital;

d/ The person who appraises and approves the credit extension at the bank.

2. The total balance of credit extended to the entities specified at Clause 1 of this Article of a bank that does not apply the International Accounting Standards must not exceed 5% of the bank’s equity.

3. The extension of credit to the entities specified in Clause 1 of this Article by a member commercial bank that does not apply the International Accounting Standards shall be approved by the bank’s Members’ Council, except the case specified in Clause 4 of this Article. For banks that do not apply the International Accounting Standards, the extension of credit must be publicized within the banks.

4. The Members’ Council (for member commercial banks) or the Chief Executive Officer (for member foreign bank branches) of a bank that does not apply International Accounting Standards shall specify the total outstanding balance of loans provided to the entities specified at Point d, Clause 1 of this Article which must be approved by the Members’ Council or the Chief Executive Officer in accordance with internal regulations of the member bank.

5. The total balance of credit specified in Clause 2 of this Article includes also the total amount of bonds issued by the entities specified at Points a and c of Clause 1 of this Article that the bank purchases, holds or invests in.

6. A bank that does not apply International Accounting Standards shall report to:

a/ Its owner, managers and executive officers,  for commercial banks; its parent bank, for foreign bank branches, upon extension of credit to the entities specified in Clause 1 of this Article;

b/ The agency that supervises credit extensions to the entities specified in Clause 1 of this Article.

7. Banks that apply International Accounting Standards shall comply with regulations on credit extension restrictions in accordance with the policies of their owners/parent banks.

Article 65. Credit extension limits

1. The total balance of credit extended by a bank that does not apply the International Accounting Standards to a single customer must not exceed 10% of the bank’s equity; the total balance of credit extended to a single customer and its/his/her affiliated persons by a bank that does not apply the International Accounting Standards must not exceed 15% of the bank’s equity.

2. The total balance of credit specified in Clause 1 of this Article of a bank that does not apply International Accounting Standards does not include loans from entrusted capital for which the entrusted bank does not bear risks or which or loans provided to member banks.

3. The total balance of credit specified in Clause 1 of this Article include also the total amounts of bonds issued by customers and their related persons that the bank purchases, holds and invests in.

4. The limits of and conditions for credit extension for investment and trading in stocks and corporate bonds by member banks must comply with Article 68 of this Decree.

5. In case the capital need of a single customer or a single customer and its/his/her affiliated persons exceeds the limit specified in Clause 1 of this Article, banks that do not apply International Accounting Standards may extend syndicated credit under Article 50 of this Decree and may not extend credit exceeding the limits.

6. Banks that apply International Accounting Standards must adhere to credit extension limits set by the policies of their owners/parent banks. In case the capital need of a single customer or a single customer and its/his/her affiliated persons exceeds the credit extension limit, banks that apply International Accounting Standards may extend syndicated credit under Article 50 of this Decree and may not extend credit exceeding the limits set by the policies of their owners/parent banks.

7. Banks that apply International Accounting Standards shall calculate credit extension limits based on their equity.

Article 66. Prudential ratios

1. A bank that does not apply the International Accounting Standards shall maintain the following prudential ratios:

a/ The capital adequacy ratio;

a.1/ The bank must comply with the State Bank Governor’s current regulations on the capital adequacy ratio applicable to commercial banks and foreign bank branches, except the provisions of Points a.2, a.3, a.4 and a.5 of this Clause;

a.2/ The bank may apply the internal ratings-based (IRB) approach for credit risk after approved by the Executive Body in the city. During the transition to the internal ratings-based approach, the bank must submit to the Executive Body in the city an evaluation report from an independent audit firm and its own report, enclosed with relevant documents before April 15 every year;

a.3/ The bank may redeem and refund the principal of tier-1 capital instruments after obtaining approval from the Executive Body in the city;

a.4/ The dossiers, order and procedures for approving the requests specified at Points a.2 and a.3 must comply with regulations of the Executive Body in the city;

a.5/ Counterparty credit risk, market risk, transaction value, and underlying asset value shall be calculated based on mark-to-market prices. In case mark-to-market prices are not available, the bank must calculate the value using mark-to-model methods and shall be responsible for the accuracy and rationality of the calculation method and concurrently report to the Supervisory Body before implementation. The Supervisory Body shall require the bank to modify the calculation method when necessary;

b/ Liquidity coverage ratios (liquidity reserve ratio, 30-day liquidity coverage ratio) in US dollar and other foreign currencies converted into US dollar must comply with the State Bank Governor’s current regulations. The components and ratios shall apply similarly to the Vietnam dong in accordance with the State Bank Governor’s current regulations on limits and prudential ratios in operations of banks and foreign bank branches. Banks that do not apply International Accounting Standards are not required to comply with the liquidity coverage ratio in Vietnam dong;

c/ The ratio of purchase, holding of, or investment in, Vietnamese Government bonds and Vietnamese Government-guaranteed bonds must comply with the State Bank Governor’s current regulations on limits and prudential ratios in operations of banks and foreign bank branches;

d/ Other prudential ratios not specified at Points a, b and c of this Clause shall comply with the State Bank Governor’s current regulations on limits and prudential ratios in operations of banks and foreign bank branches.

2. Banks that apply the international accounting standards shall ensure prudential ratios set by the policies of their owners/parent banks, which must at least include the capital adequacy ratio, leverage ratio (LEV), liquidity coverage ratio (LCR), and net stable funding ratio (NSFR).

3. Based on results of supervision, examination and inspection by the Supervisory Body of member banks, the Supervisory Body may, when necessary to ensure the safety of member banks’ operations and depending on the nature and degree of risks, require member banks to apply one or more stricter prudential ratios than those in the latter’s currently applied policies.

4. Banks that apply international accounting standards are not required to comply with regulations on the ratio of purchase, holding of, and investment in, Vietnamese Government bonds and Vietnamese Government-guaranteed bonds as specified by Vietnam’s law.

5. Member banks are not required to comply with regulations on the maximum foreign currency position relative to their equity as specified by Vietnam’s law.

Article 67. Management and handling of the failure to maintain liquidity coverage ratios

1. Member banks must monitor and manage their operations to ensure the maintenance of the liquidity coverage ratios specified in Article 66 of this Decree.

2. After calculation, if the 30-day liquidity coverage ratio of a bank that does not apply international accounting standards or the calculated liquidity coverage ratio of a bank that applies international accounting standards fails to be meet the requirement specified in Article 66 of this Decree:

a/ The member bank must immediately apply self-rectification measures to ensure the liquidity coverage ratio;

b/ The Supervisory Body shall, within its competence, consider and handle the member bank for its non-compliance with Article 66 of this Decree.

3. Member banks shall report their liquidity coverage ratios to the Supervisory Body on a daily basis. Before 10 am the following day, the member bank shall send to the Supervisory Body a written report on any temporary liquidity coverage ratio deficit and the measures taken to offset the deficit.

Article 68. Conditions and limits for extension of credit for investment in and trading of stocks and corporate bonds

1. Banks that do not apply international accounting standards may extend credit for investment in or trading of stocks and corporate bonds in accordance with the State Bank Governor’s current regulations on limits and prudential ratios in operations of banks and foreign bank branches.

2. Banks that apply international accounting standards must comply with regulations on conditions and limits for extension of credit for investment in and trading of stocks and corporate bonds set in policies of their owners/parent banks.

3. Based on results of supervision, examination and inspection by the Supervisory Body of member banks, the Supervisory Body may, when necessary to ensure the safety of member banks’ operations and depending on the nature and degree of risks, require member banks to apply prudential ratios that are stricter than those specified in the latter’s currently applied policies.

Article 69. Classification of assets

1. Banks applying international accounting standards and wholly domestically owned commercial banks shall classify their assets in accordance with policies of their owners/parent banks.

2. Wholly foreign-owned commercial banks and member foreign bank branches whose owners/parent banks do not apply international accounting standards must comply with Vietnam’s law on classification of assets and provisioning and use of risk provisions to handle risks, except the cases specified in Clauses 3, 4 and 5 of this Article.

3. Member foreign bank branches whose parent banks do not apply international accounting standards may apply their parent banks’ risk provision policies to classify assets, set aside and use risk provisions to handle risks after approved by the Executive Body in the city.

4. Wholly foreign-owned commercial banks and member foreign bank branches whose owners/parent banks that do not apply international accounting standards may classify assets and make off-balance sheet commitments using the qualitative method after obtaining approval from the Executive Body in the city.

5. Dossiers, order and procedures for approving requests specified in Clauses 3 and 4 of this Article must comply with the Executive Body’s regulations.

Article 70. Real estate business

Member banks may not deal in real estate, except cases of purchasing, investing in, or owning real estate for use as their headquarters or working offices, and must ensure the ratio of investment in fixed assets specified in Clause 3, Article 144 of the Law on Credit Institutions.

Chapter VI

HANDLING OF NON-PERFORMING LOANS AND COLLATERAL OF MEMBER BANKS

Article 71. Non-performing loans

Non-performing loans regulated in this Chapter include:

1. Non-performing loans of wholly domestically owned commercial banks, wholly foreign-owned commercial banks and member foreign bank branches whose owners/ parent banks do not apply international accounting standards, including:

a/ Non-performing loans currently accounted in the statement on financial position in accordance with the State Bank Governor’s current regulations on classification of assets in operation of commercial banks, non-bank credit institutions and foreign bank branches;

b/ Non-performing loans which have been handled using risk provisions but yet to be recovered and are being monitored out of the statement on financial position;

2. Non-performing loans of wholly foreign-owned commercial banks and member foreign bank branches whose owners/parent banks apply international accounting standards shall be determined in accordance with policies of their owners/parent banks.

Article 72. Principles for handling of non-performing loans

Member banks and related parties have the right to autonomy in selecting methods for handling non-performing loans, including debt recovery, debt restructuring, sale of debts and other methods specified in Resolution No. 222/2025/QH15, this Decree and relevant laws.

Article 73. Principles for handling of collateral

The handling of collateral must comply with Resolution No. 222/2025/QH15, this Decree and the civil law.

Chapter VII

REVOCATION OF LICENSES, DISSOLUTION, BANKRUPTCY, AND LIQUIDATION OF ASSETS, OF MEMBER BANKS

Article 74. Cases of member banks encountering incidents

1. A member bank shall be consider encountering an incident when it falls into one or several of the following cases:

a/ Its cumulative loss exceeds 15% of the value of its charter capital and funds (funds deducted from after-tax profits and recorded as equity) stated in the latest audited financial statement or stated in the inspection or audit conclusions of a competent state agency, and it fails to maintain the capital adequacy ratio;

b/ It fails to maintain the liquidity coverage ratio for 30 consecutive days;

c/ It fails to maintain the capital adequacy ratio for 6 consecutive months;

d/ It suffers a mass withdrawal. Mass withdrawal means the situation when many simultaneously withdraw their money from a member bank, making it face a risk of insolvency or face insolvency. The determination of a risk of insolvency or insolvency of a member bank must comply with the State Bank Governor’s regulations on limits and prudential ratios in the operations of banks and foreign bank branches.

2. Member banks shall promptly report to the Supervisory Body, their owners/parent banks when encountering an incident in one or several of the cases specified in Clause 1 of this Article.

Article 75. Remediation of incidents

1. Member banks shall formulate tentative remedial plans for the cases of incidents specified in Article 74 of this Decree, which must include supports from their owners/parent banks.

2. The remedial plan specified in Clause 1 of this Article of a member bank shall be approved by the owner/parent bank of the member bank within 1 year after the member bank is issued a License and sent to the Supervisory Body within 10 days after it is approved by the owner/parent bank.

3. A member bank shall update and adjust its remedial plan specified in Clause 1 of this Article at least once every 2 year. The updated or adjusted plan shall be sent to the Supervisory Body within 10 days after it is approved by the member bank’s owner/parent bank.

4. In case a member bank encounters an incident in one or several of cases specified in Article 74 of this Decree, the Supervisory Body shall request in writing the member bank to:

a/ Identify the cause of the incident and immediately update and implement the remedial plan specified in Clause 1 of this Article. The updated remedial plan shall be sent to the Supervisory Body within 10 days after it is approved by the member bank’s owner/parent bank;

b/ Urgently identify the cause of the incident, formulate a remedial plan and proceed with immediate implementation, in case the member bank has not yet had a remedial plan as specified in Clause 1 of this Article. The plan must be sent to the Supervisory Body within 10 days after it is approved by the member bank’s owner/parent bank;

5. After having successfully remedied the incident, the member bank shall submit a written report on the resolution of the incident to the Supervisory Body.

Article 76. Responsibilities of the owner/parent bank when a member bank encounters an incident

1. The owner/parent bank of a member bank shall provide support to the member bank to remedy the incident specified in Article 74 of this Decree within 6 months from the date of occurrence of the incident.

2. Past the period of support provided by the owner/parent bank specified in Clause 1 of this Article, if the member bank fails to remedy the incident, it shall be dissolved, have operation terminated and assets liquidated in accordance with this Decree.

3. The parent bank of a member foreign bank branch shall fulfill the commitments specified in Article 14 of this Decree if the member foreign bank branch is unable to fully pay its debts and other asset obligations in the course of liquidation of assets.

4. The owner/parent bank of a member bank shall approve the remedial plan specified in Clause 1, Article 75 of this Decree formulated by the member bank within 1 year after the latter is issued a License, and approve periodically or extraordinarily updated remedial plan.

Article 77. Cases of dissolution and termination of operation of a member bank

1. Upon expiration of the operation duration, the member bank does not apply for extension or applies for extension but does not obtain written approval by the Executive Body in the city.

2. The member bank has its License revoked.

3. The member bank dissolve on a voluntary basis, provided it is able to pay all debts and obtains the written approval from the Executive Body in the city.

4. The member bank encounters an incident and fails to remedy the incident after receiving support from its owner/parent bank within 6 months after the incident occurs.

5. The member bank fails to remedy the situation whereby the real value of charter capital falls below the legal capital level within 6 months after such situation occurs.

Article 78. Liquidation of assets in case of dissolution or termination of operation

1. In case of dissolution or termination of operation under this Decree, a member bank shall liquidate its assets under the supervision of the Executive Body in the city and follow the order and procedures for asset liquidation prescribed by the Executive Body.

2. In the process of supervising the liquidation of assets of a dissolved member commercial bank, if detecting that the member commercial bank is unable to pay all debts, the Executive Body in the city shall issue a decision on termination of asset liquidation and the member commercial bank shall proceed with bankruptcy procedures under Article 80 of this Decree.

3. Member banks that have their assets liquidated shall pay all expenses for the liquidation of assets.

4. In the course of liquidation of assets, if a member foreign bank branch is unable to pay all debts and other asset obligations, its parent bank shall fulfill the commitments specified in Clause 3, Article 76 of this Decree.

Article 79. Revocation of Licenses

1. The Executive Body in the city shall revoke a License in the following cases:

a/ The dossier of application for the License contains fraudulent information for the applicant to be eligible for licensing;

b/ The concerned member commercial bank is dissolved or bankrupt; the member foreign bank branch is dissolved;

c/ The concerned member bank operates in contravention of its License;

d/ The concerned member bank seriously violates the regulations on prudential ratios;

dd/ The concerned member bank fails to implement or incompletely implements the competent agency’s handling decision to ensure safety in banking operations;

e/ The parent bank of the member foreign bank branch is dissolved or goes bankrupt or has its License revoked or its operation suspended by the competent authority of the country where it is headquartered.

2. License revocation decisions shall be announced by the Executive Body in the cities on 1 medium of the Financial Center.

3. A member bank that has its License revoked shall terminate its business activities from the effective date of the license revocation decision of the Executive Body in the city.

4. Dossiers and procedures for license revocation must adhere to the guidance of the Executive Body.

Article 80. Bankruptcy of member commercial banks

1. A member commercial bank shall proceed with the bankruptcy procedures when it falls into one of the following cases:

a/ It becomes insolvent. The determination of a member commercial bank’s insolvency must comply with Vietnam’s bankruptcy law;

b/ It falls into the case specified in Clause 2, Article 78 of this Decree.

2. A member commercial bank falling into one of the cases specified in Clause 1 of this Article shall file a petition with the court to open bankruptcy procedures and carry out the bankruptcy procedures under the guidance of the Executive Body and Vietnam’s bankruptcy law.

Chapter VIII

FOREIGN EXCHANGE MANAGEMENT

Section 1

GENERAL PRINCIPLES OF FOREIGN EXCHANGE MANAGEMENT

Article 81. Principles of cash flow transparency

1. Members, foreign investors and parties involved in money transfer transactions that carry out the activities specified at Point a, Clause 1, and Clause 3, Article 84 of this Decree shall clearly state purposes of their money transfer transactions to serve as grounds for member banks providing account services to verify, check and keep relevant documents and carry out transactions.

2. The State Bank Governor shall guide in detail this Article.

Article 82. Checking of documents

Member banks shall, when carrying out foreign exchange transactions for customers, review, check and keep papers and documents appropriate to actual transactions to ensure that foreign exchange services are provided for right purposes in accordance with law; and formulate and take responsibility for their internal regulations on operational processes and risk management processes for foreign exchange operations.

Article 83. Competence to guide and receive declaration, and settle procedures for registration of, and registration of changes in, foreign exchange management

1. The Executive Body shall provide:

a/ Guidance on declaration of foreign loans and provision of outward loans of Members; guidance on the dossiers, order and procedures for declaring, registering, and registering changes in, loans from Members of domestic borrowers;

b/ Guidance on declarations related to the transfer abroad of investment money from the Financial Center by Members; guidance on the dossiers, order and procedures for registering, and registering changes in, foreign exchange transactions related to outward direct investment activities from the Financial Center;

c/ Guidance on the dossier, order and procedures for issuance of certificates of registration for purchase and sale of foreign-currency bonds issued overseas by wholly domestically owned commercial banks.

2. The Executive Body in the city shall receive declarations on foreign loans, outward loans, and loans from Members of domestic borrowers; settle procedures for registration of, and registration of changes in, loans from Members of domestic borrowers; receive declarations related to the transfer abroad of investment money from the Financial Center by Members, and for registration of, and registration of changes in, foreign exchange transactions related to outward direct investment activities from the Financial Center; and issue certificates of registration for dealing in foreign-currency bonds issued overseas of wholly domestically owned commercial banks.

Section 2

OPENING AND USE OF PAYMENT ACCOUNTS

Article 84. Use of foreign-currency payment accounts at member banks

1. A member enterprise shall use foreign-currency payment accounts in adherence to the following principles:

a/ To use a foreign-currency payment account at a member bank (the member enterprise’s capital account) for the following purposes:

a.1/ Borrowing capital from individuals or organizations outside Vietnam’s territory;

a.2/ Providing loans to individuals or organizations outside Vietnam’s territory and domestic borrowers;

a.3/ Carrying out outward investment activities from the Financial Center;

a.4/ Carrying out investment activities from the Financial Center in the rest of Vietnam.

b/ To use foreign-currency payment accounts at member banks for purposes other than those specified at Point a of this Clause.

2. A member bank may use a payment account opened at that very bank or at another member bank to carry out the activities specified at Point a, Clause 1 of this Article, without having to open and use its capital account.

3. A foreign investor must use a foreign-currency payment account opened at a member bank (the foreign investor’ capital account) to carry out transactions of foreign investment in the Financial Center.

4. Organizations and individuals outside Vietnam’s territory may use foreign-currency payment accounts at member banks in accordance with the State Bank Governor’s current regulations guiding the use of foreign-currency accounts and Vietnam-dong accounts of residents and non-residents at licensed banks.

5. The State Bank Governor shall guide the use of the accounts specified in Clauses 1 and 3 of this Article.

Article 85. Use of foreign-currency payment accounts of member enterprises at non-member commercial banks and non-member foreign bank branches

Member enterprises may use foreign-currency payment accounts at non-member commercial banks and non-member foreign bank branches in accordance with the State Bank Governor’s current regulations guiding the use of foreign-currency accounts and Vietnam-dong accounts of residents and non-residents at licensed banks.

Section 3

USE OF FOREIGN CURRENCIES BY MEMBERS

Article 86. Regulations on the use of foreign currencies by Members

1. Member banks may carry out payment transactions, money transfer transactions, listings, advertisements, price quotations, pricing, and price display in foreign currencies with regard to the activities and services provided to customers in conformity with the scope of their operation as prescribed in Chapter IV of this Decree.

2. Member enterprises may carry out payment transactions, money transfer transactions, listings, advertisements, price quotations, pricing, and price display in foreign currencies with regard to the activities and services provided to:

a/ Other Members, and individuals and organizations outside Vietnam’s territory;

b/ Non-member individuals and organizations in Vietnam’s territory in accordance with current regulations on use of foreign exchange in Vietnam’s territory.

3. The payment and transfer of money among Members shall be conducted through their  foreign-currency payment accounts at member banks.

Section 4

FOREIGN EXCHANGE MANAGEMENT REGARDING BORROWING AND LENDING ACTIVITIES OF MEMBERS

Article 87. Principles of borrowing capital from individuals and organizations outside Vietnam’s territory

Members may borrow capital in foreign currencies from individuals and organizations outside Vietnam’s territory and shall declare information thereon and comply with reporting regimes as prescribed.

Article 88. Principles of provision of outward loans

1. Wholly foreign-owned Members may provide loans to individuals and organizations outside Vietnam’s territory and shall declare information thereon and comply with reporting regimes as prescribed.

2. Non-wholly foreign-owned Members must comply with the conditions for provision of outward loans prescribed in Article 89 of this Decree and shall declare information thereon and comply with reporting regimes as prescribed.

Article 89. Conditions for provision of outward loans for lenders being non-wholly foreign-owned Members

1. Lenders that are wholly domestically owned commercial banks may provide foreign-currency loans to:

a/ Organizations established and operating outside Vietnam’s territory with more than 50% of their shares or capital contributions held by Members or non-member Vietnamese enterprises;

b/ Organizations established and operating outside Vietnam’s territory with more than 50% of the shares or capital contributions held by the organizations specified at Point a of this Clause.

2. Lenders, as member enterprises, may provide loans to organizations established and operating outside Vietnam’s territory with more than 50% of the shares or capital contributions held by the lenders or their parent companies in Vietnam’s territory.

3. A lender must satisfy the following lending limit conditions:

a/ The loan value for each overseas investment project must not exceed the difference between the total investment capital of that very overseas investment project and the capital contribution as stated in the outward investment registration certificate or a document of equivalent legal validity issued by the competent agency of the country receiving the investment capital under regulations;

b/ The total outstanding balance of the lender’s outward loan must not exceed 3 times the lender’s equity as stated in the latest audited financial statement or the lender’s charter capital in case of a newly established lender that has not yet have an audited financial statement;

c/ In case an overseas investment project is not eligible for issuance of an outward investment registration certificate and the country receiving investment capital does not regulate the total investment capital and capital contribution of foreign investment projects, the lender must ensure the lending limit specified at Point b of this Clause. 

4. A lender must meet the prudential ratio and financial safety ratio (if any) for 3 consecutive months prior to the date of signing the loan agreement until the loan is disbursed.

5. A lender shall make a written commitment stating that it has fully fulfilled its tax obligations to the state budget in the year preceding the year of conducting the transaction on provision of the outward loan (except the first year of establishment).

6. A lender shall make an appraisal report on the outward loan approved by its competent authority, including the content on appraisal of the loan provision project, and the credit risk management and prevention capacity for the outward loan.

Article 90. Principles of providing loans to domestic borrowers

Domestic borrowers shall, when borrowing loans from Members, comply with the lending conditions prescribed in Article 91 of this Decree and declare, register, and register changes in the loans.

Article 91. Conditions for borrowing loans from Members applicable to domestic borrowers

1. A domestic borrower other than a Vietnamese credit institution must satisfy the following conditions:

a/ The loan term is 12 months or longer;

b/ The loan is taken:

b.1/ To implement an investment project according to its investment registration certificate, investment policy approval document or another document in accordance with the law on investment and other relevant laws;

b.2/ To carry out production and business activities in conformity with the scope of the borrower’s licensed operation under the loan use plan approved by the borrower’s competent authority;

b.3/ To restructure of its foreign debts and debts owed to Members according to the debt restructuring plan approved by the borrower’s competent authority.

2. A domestic borrower being a Vietnamese credit institution must comply with the following regulations:

a/ For short-term loans, the ratio of the total outstanding principal of short-term loans from Members to its standalone own capital does not exceed 30%, for domestic borrowers being non-member commercial banks, or 150%, for  domestic borrowers being non-member foreign bank branches and other non-member credit institutions;

b/ Loans with a term exceeding 12 months must serve the borrower’s credit extension activities, with at least 50% of the loan value used for on-lending to investment projects in the sectors and trades eligible for investment incentives in accordance with the current law on investment.

3. A domestic borrower specified in Clause 1 or 2 of this Article must satisfy the prudential ratio and financial safety ratio (if any) in a period of 3 months preceding the date of signing the loan agreement or agreement on increase of the loan value until the date of loan declaration or registration.

Section 5

FOREIGN EXCHANGE MANAGEMENT FOR FOREIGN INVESTMENT ACTIVITIES IN THE FINANCIAL CENTER AND INVESTMENT ACTIVITIES FROM THE FINANCIAL CENTER IN THE REST OF VIETNAM

Article 92. Foreign investors’ transfer of money related to foreign investment activities in the Financial Center

Foreign investors shall transfer money through their capital accounts opened at member banks as specified in Clause 3, Article 84 of this Decree when carrying out transactions of transferring foreign investment capital into the Financial Center; and when transferring abroad capital amounts, profits, and other lawful revenues from the Financial Center.

Article 93. Members’ transfer of money related to their investment activities from the Financial Center in the rest of Vietnam

When carrying out money transfer transactions related to investment activities from the Financial Center in the rest of Vietnam in accordance with the regulations on investment activities from the Financial Center in the rest of Vietnam:

1. Members shall transfer money through the accounts specified at Point a, Clause 1, Article 84 of this Decree.

2. Members that are enterprises shall comply with the regulations applicable to foreign investors under the State Bank Governor’s guidance on foreign exchange management for foreign direct and indirect investment activities in Vietnam.

Section 6

FOREIGN EXCHANGE MANAGEMENT FOR OUTWARD INVESTMENT ACTIVITIES OF MEMBERS FROM THE FINANCIAL CENTER

Article 94. Transfer of money related to their outward investment activities from the Financial Center by wholly foreign-owned Members

Wholly foreign-owned Members are not required to comply with the regulations on registration of, and registration of changes in, foreign exchange transactions related to outward investment activities, but must carry out money transfer transactions through the accounts specified at Point a, Clause 1, Article 84 and comply with regulations on information declaration and reporting regimes specified in Article 98 of this Decree.

Article 95. Transfer of money related to outward investment activities from the Financial Center by non-wholly foreign-owned Members

1. When being licensed to implement investment forms related to outward direct investment activities from the Financial Center as specified in the law on investment, non-wholly foreign-owned Members shall:

a/ Register foreign exchange transactions related to outward direct investment activities from the Financial Center with the Executive Body in the city before transferring money to carry out outward direct investment activities from the Financial Center;

b/ Register changes in foreign exchange transactions with the Executive Body in the city when there arises a change related to outward direct investment activities from the Financial Center;

c/ Carry out transactions of outward money transfer, and transfer of original investment capital, profits and lawful revenues from abroad to the Financial Center through the accounts specified at Point a, Clause 1, Article 84 of this Decree.  

2. When being licensed to implement investment forms related to outward indirect investment activities from the Financial Center in accordance with law, non-wholly foreign-owned Members shall transfer money through the accounts specified at Point a, Clause 1, Article 84 of this Decree.

Article 96. Conditions for member banks to buy and sell government bonds and corporate bonds issued overseas in foreign currencies

1. Member wholly foreign-owned commercial banks and member foreign bank branches are not required to comply with the regulations on conditions for buying and selling foreign-currency bonds issued overseas specified in Clause 3 of this Article, but must comply with the provisions on declaration of information to the Executive Body in the city, use the accounts specified in Clause 2, Article 84, and comply with the reporting regimes specified in Article 98 of this Decree.

2. In order to be issued a certificate of registration for purchase and sale of foreign-currency bonds issued overseas by the Executive Body in the city, a wholly foreign-owned commercial bank must satisfy the following conditions:

a/ Having profitably operated for 3 consecutive years preceding the year of submission of the dossier of application for the certificate of registration for purchase and sale of foreign-currency bonds issued overseas, as stated in a financial statement that has been  independently audited and does not contain any qualified opinions according to the Ministry of Finance’s current regulations;

b/ Fully fulfilling financial obligations to the State in accordance with the current tax regulations (except the first year of establishment);

c/ Complying with the provisions on limits and prudential ratios in banking operations of Chapter V of this Decree.

3. A wholly domestically owned commercial bank may only buy and sell foreign-currency bonds issued overseas when satisfying the following conditions:

a/ Being licensed to buy and sell foreign-currency bonds issued overseas specified in Clause 2 of this Article;

b/ Complying with the regulations on safe investment ratios and capital sources for buying and selling foreign-currency bonds issued overseas in the process of implementing the activities specified in Clauses 4 and 5 of this Article.

4. The purchase and sale of foreign-currency bonds issued overseas by a wholly domestically owned commercial bank must not exceed 7% of that very commercial bank’s equity, and comply with Chapter V of this Decree.

5. Wholly domestically owned commercial banks shall balance their capital sources by themselves to buy and sell foreign-currency bonds issued abroad under Chapter V of this Decree.

6. Bonds bought and sold overseas by wholly domestically owned commercial banks must have undergone credit ratings by the international credit rating agencies, including Standard & Poor’s, Moody’s, and Fitch Ratings.

Section 7

FOREIGN-CURRENCY TRANSACTIONS OF MEMBER ENTERPRISES

Article 97. Foreign-currency transactions of member enterprises

Member enterprises may carry out foreign currency transactions with Vietnamese credit institutions in conformity with the scope of transactions of non-resident customers with Vietnamese credit institutions under the State Bank Governor’s regulations on foreign currency transactions in the foreign currency market of credit institutions licensed to conduct foreign exchange activities.

Chapter IX

REPORTING REGIMES

Article 98. Reporting regimes

1. The Executive Body shall assume the prime responsibility for formulating and issuing regulations on reporting on banking activities, foreign exchange activities and other activities applicable to Members and related organizations, after reaching agreement with the State Bank of Vietnam.

2. Members and related organizations shall report on banking activities, foreign exchange activities and other activities under the Executive Body’s regulations.

Chapter X

ANTI-MONEY LAUNDERING, COUNTER-TERRORISM FINANCING AND PREVENTION OF THE FINANCING OF THE PROLIFERATION OF WEAPONS OF MASS DESTRUCTION

Article 99. Application of the laws on anti-money laundering, counter-terrorism financing and prevention of the financing of the proliferation of weapons of mass destruction

1. Members as reporting entities shall implement anti-money laundering, counter-terrorism financing and prevention of the financing of the proliferation of weapons of mass destruction in accordance with the Anti-Money Laundering Law, the Law on Counter-Terrorism Law, and their guiding documents; and the law on the non-proliferation of weapons of mass destruction, except the cases specified in Clauses 2 and 3 of this Article.

2. The reporting on electronic funds transfers by reporting entities must comply with the reporting regimes applicable to international electronic fund transfers as specified in the Anti-Money Laundering Law and its guiding documents.

3. Reporting entities shall submit their internal regulations and internal audit reports on anti-money laundering, counter-terrorism financing and prevention of the financing of the proliferation of weapons of mass destruction to the Supervisory Body; submit reports on results of the money laundering risk assessment and updating, and register information on their responsible persons, managing persons, and anti-money laundering divisions to the State Bank and the Supervisory Body.

4. The competence for inspection, examination, supervision, and handling of violations in anti-money laundering, counter-terrorism financing and prevention of the financing of the proliferation of weapons of mass destruction of reporting entities in the Financial Center must comply with Clause 4, Article 107, and Article 114, of this Decree.

Chapter XI

INSPECTION AND SUPERVISION

Section 1

INSPECTION

Article 100. Inspection activities

1. The Supervisory Body shall carry out inspections on a scheduled and unscheduled basis; and handle violations in banking and foreign exchange activities when detecting signs of violation or risks in activities of Members.

2. The Supervisory Body shall assume the prime responsibility for, and coordinate with competent inspection agencies in, carrying out inspection of banking and foreign exchange activities of Members.

3. Contents of inspection:

To inspect the compliance with the regulations on banking and foreign exchange activities under Resolution No. 222/2025/QH15, this Decree and guiding documents, international practices, and other relevant provisions of Vietnam’s law, and the implementation of provisions in establishment and operation licenses.

Article 101. Measures to handle violations

The Supervisory Body shall apply the following measures to handle violations detected through inspection:

1. Requesting and requiring inspected persons to implement measures to limit, minimize and handle risks in order to ensure the safety of banking and foreign exchange activities and to prevent and deter acts leading to violations.

2. Sanctioning administrative violations according to its competence or proposing competent state agencies to sanction administrative violations in accordance with law; forwarding dossiers to competent investigation bodies for consideration and handling of violations in accordance with law in case of detecting signs of crime.

3. Applying other measures in accordance with law.

Section 2

SUPERVISION

Article 102. Banking supervision

1. Banking supervision at the Financial Center means the Supervisory Body’s collection, synthesis and analysis of information on supervised persons at the Financial Center through the information and reporting system in order to prevent, detect, prevent and promptly handle risks that threaten banking security, violate regulations on banking security and other relevant regulations applicable to supervised persons at the Financial Center.

2. The agency competent to carry out banking supervision at the Financial Center is the Supervisory Body.

3. Supervised persons at the Financial Center are member banks.

4. Procedures for banking supervision at the Financial Center shall be issued by the Supervisory Body to supervise banking operations in accordance with international practices and in a risk-based manner.

Article 103. Rights and obligations of supervised persons

1. To provide prompt, complete and accurate information and documents as requested by the Supervisory Body; to take responsibility before law for the accuracy and truthfulness of provided information and documents.

2. To ensure the connectivity and accessibility of online data serving supervision activities of the Supervisory Body.

3. To make reports and explanatory notes on risk and operational security recommendations and warnings of the Supervisory Body.

4. To implement risk and operational security recommendations and warnings of the Supervisory Body.

5. To exercise other rights and perform other obligations in accordance with law.

Article 104. Contents of banking supervision

1. Collecting, synthesizing and processing documents, information and data upon supervision request synthesizing.

2. Monitoring the compliance with regulations on banking security and other regulations on monetary and banking activities at the Financial Center; and monitoring the implementation of banking supervision-related recommendations and warnings.

3. Analyzing and assessing the financial status, operation, administration, management and risk levels of member banks.

4. Detecting and making warnings about risks that threaten banking security and risks leading to violations of banking and foreign exchange regulations.

5. Making recommendations and proposing measures to prevent, deter and handle risks and violations.

Article 105. Handling of supervised persons

1. Supervised persons that violate the law on monetary and banking activities shall, depending on the nature and severity of their violations, be handled in accordance with law.

2. Based on supervision results and depending on the nature and level of risks, the Supervisory Body shall:

a/ Provide warnings and recommendations to supervised persons;

b/ Carry out inspection or examination of supervised persons, or recommend competent inspection agencies to carry out inspection or examination when detecting signs of violations, risks or unsafe activities;

c/ Make administrative violation minutes and forward them to competent agencies for handling of administrative violations of supervised persons in accordance with the law on handling of administrative violations;

d/ Request member banks to hire audit firms designated by the Supervisory Body to carry out audits or provide other services to assess part or the whole of contents relating to the organization, operation and financial status of the banks when deeming it necessary to assess the financial status, operation and the safety and soundness of the member banks. Costs of hiring independent audit firms shall be paid by the member banks;

dd/ Apply other measures in accordance with law.

Article 106. Coordination in supervision

1. The Supervisory Body shall assume the prime responsibility for, and coordinate with the State Bank, related ministries and ministerial-level agencies, the People’s Committee of Ho Chi Minh City and the People’s Committee of Da Nang city in, exchanging information on supervision of the operation of supervised persons. On a quarterly basis or unscheduled basis as required by reality, the Supervisory Body shall send information and results of banking supervision at the Financial Center to the State Bank for coordination in management and supervision according to its functions and tasks.

The Supervisory Body shall exchange information and coordinate with foreign competent agencies in supervising the operation of supervised persons. The Supervisory Body shall reach agreements with foreign competent agencies on forms, contents and mechanisms for information exchange and supervision coordination in accordance with Vietnam’s law.

2. The Executive Bodies shall assume the prime responsibility for, and coordinate with the Supervisory Body in, formulating and promulgating documents guiding the management and supervision of banking operations in the Financial Center.

3. The Supervisory Body shall assume the prime responsibility for, and coordinate with the State Bank, the People’s Committee of Ho Chi Minh City and the People’s Committee of Da Nang city in, supervising, preventing and handling, within the ambit of their competence, violations in monetary and banking activities of agencies, organizations and individuals at the Financial Center.

4. The State Bank, ministries, ministerial-level agencies, and the People’s Committees of Ho Chi Minh City and Da Nang city shall perform their state management functions in accordance with law; coordinate and exchange information with, and assist, the Supervisory Body in carrying out banking supervision at the Financial Center in a safe, smooth and effective manner within the ambit of their competence in accordance with this Decree, the Decree on the establishment of the Financial Center, and relevant regulations.

Chapter XII

ORGANIZATION OF IMPLEMENTATION

Article 107. Responsibilities of the State Bank

1. In special cases to ensure national financial and monetary security, the State Bank shall coordinate with relevant ministries and sectors in:

a/ Terminating or suspending one, some or all of banking operations and other business activities of member banks;

b/ Restricting transaction parties and transaction currencies for specific activities of member banks;

c/ Implementing other measures.

2. The State Bank may not provide special loans or perform central bank operations as specified in the Law on Credit Institutions and the Law on the State Bank of Vietnam, including refinancing, required reserves, open-market operations, and foreign exchange transactions with member banks.

3. The State Bank shall refrain from carrying out early intervention, special control or ranking of member banks.

4. To receive reports and supervise reporting entities in performing the reporting obligation under Articles 25, 26 and 34 of the Law on Anti-Money Laundering; to coordinate with other agencies in providing supervisory information to the Supervisory Body for inspection, examination and supervision of anti-money laundering activities at the Financial Center.

5. To coordinate with related ministries, sectors, agencies and localities, the Executive Bodies, the Supervisory Body and the Dispute Resolution Bodies in performing the state management functions under this Decree.

6. To perform other tasks as specified in Article 112 of this Decree.

Article 108. Responsibilities of the Ministry of Finance

1. To perform the state management of securities and the securities market.

2. To act as the focal point for providing guidance on financial regime, account-finalization and accounting of member banks.

3. To perform other tasks as specified in Article 112 of this Decree.

Article 109. Responsibilities of the Ministry of Public Security

1. The Ministry of Public Security shall, within the ambit of its functions, tasks and powers, assume the prime responsibility for, and coordinate with ministries, sectors, the People’s Council and People’s Committee of Ho Chi Minh City, the People’s Council and People’s Committee of Da Nang city, the Executive Bodies and the Supervisory Body in, performing the state management of counter-terrorism financing at the Financial Center.

2. To perform other tasks as specified in Article 112 of this Decree.

Article 110. Responsibilities of the Ministry of National Defense

1. The Ministry of National Defense shall, within the ambit of its functions, tasks and powers, coordinate with the People’s Council and People’s Committee of Ho Chi Minh City, the People’s Council and People’s Committee of Da Nang city, the Executive Bodies and the Supervisory Body in performing the state management of combat of the financing of the proliferation of weapons of mass destruction at the Financial Center.

2. To perform other tasks as specified in Article 112 of this Decree.

Article 111. Responsibilities of the People’s Committee of Ho Chi Minh City and the People’s Committee of Da Nang city

To coordinate with ministries, sectors and relevant agencies in performing the state management functions; to direct the Executive Bodies and the Supervisory Body in performing their tasks assigned by this Decree.

Article 112. Responsibilities of ministries and ministerial-level agencies

1. Ministries and ministerial-level agencies shall, within the ambit of their tasks and powers, perform the state management of member banks in accordance with law.

2. Ministries and ministerial-level agencies shall, within the ambit of their functions, tasks and powers, coordinate with the People’s Council and People’s Committee of Ho Chi Minh City, the People’s Council and People’s Committee of Da Nang city, the Executive Bodies and the Supervisory Body in performing the state management of foreign exchange management, anti-money laundering, counter-terrorism financing and combat of the financing of the proliferation of weapons of mass destruction at the Financial Center in accordance with this Decree and the laws on anti-money laundering, counter-terrorism financing and combat of the financing of the proliferation of weapons of mass destruction.

Article 113. Responsibilities of the Executive Bodies

1. The Executive Board shall promulgate, or assign the Executive Bodies in the cities as specified in the Financial Center’s Operation Regulation to promulgate, guiding documents specified in Clause 3, Article 9; Article 15; Clause 2, Article 21; Clause 2, Article 32; Clause 6, Article 43; Point a.4, Clause 1, Article 66; Clause 5, Article 69; Clause 1, Article 78; Clause 4, Article 79; Clause 2, Article 80; Clause 1, Article 83; Article 98; and Clause 2, Article 106, of this Decree.

2. The Executive Board shall assume the prime responsibility for, and coordinate with the Supervisory Body, the State Bank and related agencies in, formulating and promulgating regulations on coordination in providing and sharing information on banking, foreign exchange, anti-money laundering, counter-terrorism financing and combat of the financing of the proliferation of weapons of mass destruction at the Financial Center; the Executive Bodies shall provide and share information in accordance with regulations and upon request of the State Bank and competent agencies.

3. To coordinate with the State Bank, the Ministry of Public Security, the Ministry of National Defense, the Supervisory Body and related agencies in performing the state management of anti-money laundering, counter-terrorism financing and combat of the financing of the proliferation of weapons of mass destruction; and assessing national risks of money laundering, terrorism financing and financing of the proliferation of weapons of mass destruction.

4. The Executive Board shall provide guidance on member banks’ activities other than those specified in Sections 2 and 3, Chapter IV of this Decree after reaching agreements with the State Bank.

5. To perform other responsibilities as specified in this Decree.

Article 114. Responsibilities of the Supervisory Body

1. To carry out examination, inspection, supervision and handling of violations in banking, foreign exchange, anti-money laundering, counter-terrorism financing and combat of the financing of the proliferation of weapons of mass destruction at the Financial Center in accordance with this Decree.

2. To coordinate with the State Bank, the Ministry of Public Security, the Ministry of National Defense and related agencies in carrying out inspection, supervision and exchange and sharing of information on results of the inspection, examination and supervision of banking, foreign exchange, anti-money laundering, counter-terrorism financing and combat of the financing of the proliferation of weapons of mass destruction.

3. To coordinate with the Executive Bodies, the State Bank and related agencies in formulating regulations on coordination in provision and sharing of information on banking, foreign exchange, anti-money laundering, counter-terrorism financing and combat of the financing of the proliferation of weapons of mass destruction at the Financial Center; to coordinate with the Executives Bodies  in providing and sharing information in accordance with regulations and upon request of the State Bank and competent agencies.

4. To perform other responsibilities as specified in this Decree.

Article 115. Implementation provisions

1. This Decree takes effect on December 18, 2025.

2. In case the documents referred to in this Decree are amended, supplemented or replaced, the corresponding provisions of the amending, supplementing or replacing documents shall apply.

Article 116. Implementation responsibility

Ministers, heads of ministerial-level agencies, heads of government-attached agencies, the Chairperson of the People’s Committee of Ho Chi Minh City, the Chairperson of the People’s Committee of Da Nang city, and related organizations and individuals shall implement this Decree.-

On behalf of the Government
Prime Minister
PHAM MINH CHINH