Circular 05/2023/TT-NHNN amend 30/2015/TT-NHNN operation of non-bank credit institutions

CIRCULAR

Amending and supplementing a number of articles of the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam defining the licensing, organization and operation of non-bank credit institutions

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Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;

Pursuant to the Law on Credit Institutions dated June 16, 2010; the Law on Amending and Supplementing a Number of Articles of the Law on Credit Institutions dated November 20, 2017;

Pursuant to the Government’s Decree No. 102/2022/ND-CP dated December 12, 2022, defining the functions, tasks, powers and organizational structure of the State Bank of Vietnam;

At the proposal of the Chief of the Banking Supervision Agency;

The Governor of the State Bank of Vietnam promulgates the Circular amending and supplementing a number of articles of the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam defining the licensing, organization and operation of non-bank credit institutions.

Article 1. Amending and supplementing a number of articles of the Circular No. 30/2015/TT-NHNN dated December 25, 2015 of the Governor of the State Bank of Vietnam defining the licensing, organization and operation of non-bank credit institutions

1. To amend and supplement Clause 1 Article 8 as follows:

“1. The Preparatory Committee shall prepare a dossier of application for a license in accordance with Article 13, Article 14, Clauses 1, 2 and 3 Article 15, and Clauses 1, 2, 3, 4, 5, 5a and 6 Article 16 of the Circular and send it directly or by post to the State Bank’s headquarters (single-window section).

Within 10 working days from the date of receipt of the dossier of application for a license, the State Bank shall send the Preparatory Committee a written receipt of a complete and valid dossier for consideration of in-principle approval or a written request for dossier completion in case such dossier is incomplete.”

2. To amend and supplement Clause 3 Article 10 as follows:

“3. The licensed non-bank credit institution shall send directly or by post a written notice of satisfaction of the conditions for operation inauguration specified in Clause 2 of this Article to the branch of the State Bank in the province or city where the headquarters of the non-bank credit institution and the State Bank (single-window section) are located at least 15 days before the expected date of operation inauguration.”

3. To amend and supplement Article 11 as follows:

“Article 11. Regulations applicable to founding shareholders

1. Neither being the strategic shareholder, founding shareholder, owner nor founding member of another credit institution established and operating in Vietnam.

2. Not using capital mobilized or borrowed from other organizations and individuals for capital contribution.

3. In addition to Clauses 1 and 2 of this Article, individual founding shareholders must comply with the following regulations:

a) Holding Vietnamese citizenship;

b) Not being banned from establishment of enterprises in accordance with the Law on Enterprises, the Law on Cadres and Civil Servants.

4. In addition to Clauses 1 and 2 of this Article, institutional founding shareholders must comply with the following regulations:

a) Being established in accordance with Vietnam’s law;

b) Having been operating at a profit for 3 consecutive fiscal years preceding the year of submitting a dossier of application for a license and up until the time of submitting additional documents for consideration of grant of a license;

c) Having fulfilled all tax and social insurance obligations in accordance with law regulations by the time of submitting a dossier of application for a license;

d) For organizations being Vietnamese enterprises (except for Vietnamese commercial banks):

(i) Having an equity of at least VND 500 billion, a total asset of at least VND 1,000 billion for 3 consecutive fiscal years preceding the year of submitting a dossier of application for a license. For founding shareholders being enterprises operating in business lines requiring a certain amount of legal capital, the amount of equity in the audited financial statement of the year preceding the time of submitting a dossier of application for a license that is left after subtracting such legal capital amount, must be at least equal to the contributed capital amount as committed;

(ii) Founding shareholders being enterprises granted an establishment and operation license in the field of securities or insurance must comply with relevant law regulations on capital contribution;

dd) For Vietnamese commercial banks:

(i) Having a total asset of at least VND 100,000 billion, having properly observed regulations on risk administration and made risk contingency reserves according to regulations at the time of submitting a dossier of application for a license and up until the time of submitting additional documents for consideration of grant of a license;

(ii) Not having violated limits, prudential ratios in their operation as specified by the State Bank in the year preceding the year of submitting a dossier of application for a license and up until the time of submitting additional documents for consideration of grant of a license;

(iii) Ensuring the capital adequacy ratio after contribution of capital for establishment of non-bank credit institutions;

(iv) Not having been sanctioned for administrative violations in the monetary and banking fields for 02 consecutive years preceding the year of submitting a dossier of application for a license and up until the time of submitting a dossier of application for a license.”

4. To amend and supplement Article 12 as follows:

“Article 12. Regulations applicable to owners and founding members

1. Founding members being Vietnamese enterprises (except for Vietnamese commercial banks) must comply with the following regulations:

a) Clause 1, Clause 2, Points a, b and c Clause 4 Article 11 of this Circular;

b) Having an equity of at least VND 1,000 billion, a total asset of at least VND 2,000 billion for 3 consecutive fiscal years preceding the year of submitting a dossier of application for a license. For founding members being enterprises operating in business lines requiring a certain amount of legal capital, the amount of equity in the audited financial statement of the year preceding the time of submitting a dossier of application for a license that is left after subtracting such legal capital amount, must be at least equal to the contributed capital amount as committed;

c) Founding members being enterprises granted an establishment and operation license in the field of securities or insurance must comply with relevant law regulations on capital contribution.

2. Owners and founding members being Vietnamese commercial banks (except the owners specified Clause 4 of this Article) must comply with Clause 1, Clause 2, Points b, c and dd Clause 4 Article 11 of this Circular.

3. Owners and founding members being foreign credit institutions must comply with the following regulations:

a) Point b Clause 4 Article 11 of this Circular;

b) Having a total asset of more than USD 10 billion at the end of the year preceding the year of submitting a dossier of application for a license;

c) Not having committed serious violations of banking regulations and other law provisions of their countries within 05 consecutive years preceding the year of submitting a dossier of application for a license and up until the time of submitting additional documents for consideration of grant of a license;

d) Having experience in international activities, rated by international credit rating agencies as capable for ensuring financial commitments and normal operation even though economic situations and conditions worsen;

dd) Rated by competent agencies of their countries as satisfaction of conditions on the capital adequacy ratio and other prudential ratios, compliance with regulations on risk administration and making of risk contingency reserves as specified by their countries in the year preceding the year of submitting a dossier of application for a license and up until the time of submitting additional documents for consideration of grant of a license;

e) Neither being the strategic shareholder, owner nor founding member of another credit institution established and operating in Vietnam;

g) For foreign credit institutions being financial leasing companies, the balance of financial leasing and loans must make up at least 70% of their total assets.

4. Owners being Vietnamese commercial banks subject to compulsory transfer that establish a non-banking credit institution to implement the approved compulsory transfer plan (hereinafter referred to as commercial banks subject to compulsory transfer) must comply with the following regulations:

a) Clause 1, Clause 2, Point c Clause 4 Article 11 of this Circular;

b) Having a charter capital amount at least equaling the total legal capital amount, for commercial banks, and equaling the legal capital amount, for non-bank credit institutions in accordance with law regulations.

5. Within 05 years from the date of grant of a license, owners and founding members must jointly hold 100% of the charter capital of limited liability non-bank credit institutions.”

5. To add Clause 3a after Clause 3 Article 14 as follows:

“3a. Plans on non-bank credit institution establishment approved by owners must include at least the contents specified in Clause 3 of this Article (except for Points a and c), for cases of owners being commercial banks subject to compulsory transfer.”

6. To amend and supplement Point h Clause 4 Article 15 as follows:

“h) Reports of founding shareholders being Vietnamese commercial banks, Vietnamese enterprises on the observance of Clause 4 Article 11 of this Circular from the time of submitting a dossier of application for a license and up until the time of submitting additional documents for consideration of grant of a license.”

7. To add Clause 5a after Clause 5 Article 16, amend and supplement Points dd and e Clause 7 Article 16 as follows:

“5a. Dossiers applicable to owners being commercial banks subject to compulsory transfer:

a) Written documents authorizing persons representing contributed capital amounts of Vietnamese commercial banks at the non-banking credit institutions as prescribed by law;

b) Written certifications from the tax agency and the social insurance agency on the organizations’ fulfillment of all tax and social insurance obligations;

c) Curricula vitae, made according to the form provided in Appendix No. 02 to this Circular; judicial records of at-law representatives and persons assigned to be representatives of their contributed capital amounts of Vietnamese commercial banks at non-banking credit institutions as specified at Point a Clause 4 Article 14 of this Circular.”;

“dd) Reports of Vietnamese commercial banks, Vietnamese enterprises on the observance of Clause 4 Article 11 of this Circular or reports of commercial banks subject to compulsory transfer on the observance of Clause 4 Article 12 of this Circular from the time of submitting a dossier of application for a license and up until the time of submitting additional documents for consideration of grant of a license;

e) Written assessment of the countries of origin’s competent agencies on the foreign credit institutions’ observance of Points a, c and dd Clause 3 Article 12 of this Circular from the time of submitting a dossier of application for a license and up until the time of submitting additional documents for consideration of grant of a license.”

8. To amend and supplement Clause 1 Article 18 as follows:

“1. A non-bank credit institution wishing to have its license renewed or add operation contents to its license shall make a dossier as prescribed in Article 19 of this Circular and send it directly or by post to the State Bank’s headquarters (single-window section).”

9. To amend and supplement Article 22 as follows:

“Article 22. Charter, its modifications

1. The charter of a non-banking credit institution must contain the principal contents specified in Clause 1 Article 31 of the Law on Credit Institutions and must not contravene the Law on Credit Institutions and other relevant law regulations. The non-banking credit institution shall take full responsibility before the law for the content of the charter and its modifications.

2. After being granted a license, the non-banking credit institution must send directly or by post the State Bank’s headquarters its charter approved by its Shareholders’ General Meeting, Members’ Council within 15 days from the date of its approval. Upon modification of the charter, the non-banking credit institution must send it directly or by post to the State Bank’s headquarters within 15 days from the date of modification approval.”

Article 2. Adding, replacing and annulling a number of words, phrases and points of Circular No. 30/2015/TT-NHNN

1. To add the phrase “(except for the cases specified in Clause 3a of this Article)” after the phrase “Plan on non-bank credit institution establishment” in Clause 3 Article 14 and add the phrase “(except for the owners specified in Clause 5a of this Article)” after the phrase “Dossiers applicable to owners and founding members being Vietnamese commercial banks, Vietnamese enterprises” in Clause 5 Article 16.

2. To annul the word “established” in Article 4, the phrase “(for localities without provincial-level Banking Supervision Department)” at Point b Clause 4 Article 41 and the phrase “provincial-level Banking Supervision Departments or” in Article 7 of Appendix No. 09A, Article 7 of Appendix No. 09B, Article 7 of Appendix No. 09C and Article 7 of Appendix No. 09D.

3. To annul Point c(iii), Point c(vi) Clause 3 Article 15, Point d Clause 1 Article 41.

4. To replace Appendix No. 01, Appendix No. 02, Appendix No. 03, Appendix No. 04A, Appendix No. 04B, Appendix No. 05 and Appendix No. 06 with Appendix No. 01, Appendix No. 02, Appendix No. 03, Appendix No. 04A, Appendix No. 04B, Appendix No. 05 and Appendix No. 06 issued together with this Circular.

Article 3. Responsibility of implementation organization

Chief of Office, Chief of the Banking Supervision Agency and heads of units of the State Bank of Vietnam and non-bank credit institutions shall be responsible for organizing the implementation of this Circular.

Article 4. Implementation provisions

1. This Circular takes effect on August 06, 2023.

2. To annul Clauses 2, 3, 5 and 6 Article 1 of Circular No. 15/2016/TT-NHNN dated June 30, 2016 of the Governor of the State Bank, on amending and supplementing a number of articles of Circular No. 30/2015/TT-NHNN.

3. To annul Article 4 of Circular No. 17/2018/TT-NHNN dated August 14, 2018 of the Governor of the State Bank, on amending and supplementing a number of articles of Circulars prescribing the licensing, operation network and foreign exchange operation of credit institutions and foreign bank branches.

4. To annul Clause 7 Article 1, Clauses 1, 2, 3 and 4 Article 2 of Circular No. 01/2019/TT-NHNN dated February 01, 2019 of the Governor of the State Bank, on amending and supplementing a number of articles of Circular No. 30/2015/TT-NHNN./.
 

* All Appendices are not translated herein.