Circular 32/2024/TT-NHNN operational network of commercial banks

CIRCULAR

Providing for the operational network of commercial banks

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Pursuant to the Law No.46/2010/QH12 on the State Bank of Vietnam dated June 16, 2010;

Pursuant to the Law on Credit Institutions dated January 18, 2024;

Pursuant to the Law on Enterprises dated June 17, 2020;

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 Inspector of the Banking Supervision Agency;

The Governor of the State Bank of Vietnam promulgates the Circular providing for the operational network of commercial banks.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

1. Circular prescribes the operational network of commercial banks, including:

a) Establishment, inauguration of operation, change of names and locations, termination of operation or dissolution of domestic branches, transaction offices, representative offices and non-business units and overseas branches, representative offices and subsidiary banks;

b) Change of branch managing transaction offices;

c) Conversion of domestic branches into transaction offices, and vice versa;

d) Conversion of the legal form of overseas subsidiary banks of commercial banks.

2. This Circular prescribes the notification of information about the establishment, change of location, dissolution and termination of operation of domestic branches, transaction offices and representative offices, and relevant information to business registration agencies.

3. The operational network of the LienVietPostBank shall comply with this Circular and regulations of the State Bank of Vietnam on post transaction offices under the LienVietPostBank.

Article 2. Subjects of application

1. Commercial banks.

2. Organizations and individuals involved in the commercial banks’ operational network.

Article 3. Interpretation of terms

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

1. Operational network of a commercial bank includes domestic branches, transaction offices, representative offices and non-business units and overseas branches, representative offices and subsidiary banks as prescribed by law.

2. Branch means a dependent unit of a commercial bank which applies dependent accounting, has a seal and is assigned to perform one or several functions of a commercial bank as decentralized by the commercial bank in accordance with law.

3. Transaction office means a branch which is managed by a domestic branch of the commercial bank, applies dependent accounting, has a seal, and is located in the same province or centrally run city where the head office of its managing branch is located. A transaction office may not:

a) Approve or decide on credit extension to a customer exceeding VND two (2) billion or an equivalent in a foreign currency, unless the whole credit extension is guaranteed by money, savings cards or valuable papers issued by its commercial bank, government bonds or state treasury bills;

b) Provide the service of international payment, money transfer.

4. Branch managing a transaction office means a branch assigned to manage a transaction office located in the same province or city in accordance with the commercial bank's internal regulations and provisions of this Circular.

5. Representative office means a dependent unit of a commercial bank which has a seal and performs the representative function under authorization of the commercial bank. A representative office may not conduct business operation.

6. Non-business unit means a dependent unit of a commercial bank which has a seal and conducts one or some activities to support the business operation of the commercial bank including:

a) Researching and applying banking technologies to the commercial bank;

b) Training and improving professional and technical skills for managers and staff of the commercial bank;

c) Operating as a liaison office; conducting market research and surveys;

d) Storing the database, collecting and processing information to serve the business operation of the commercial bank;

dd) Carrying out other activities supporting the business operation of the commercial bank in accordance with law.

7. Overseas subsidiary bank of a commercial bank (hereinafter referred to as overseas subsidiary bank) means a bank in which a commercial bank or a commercial bank and its related persons hold more than 50% of charter capital or voting share capital, which is established in another country in accordance with such country's laws

8. Request time means the date, month, year stated in the written request for establishment of a domestic branch, transaction office, representative office or non-business unit; an overseas branch, representative office or subsidiary bank.

9. Hanoi or Ho Chi Minh City inner area covers the cities (if any) and districts of Hanoi or Ho Chi Minh City.

10. Hanoi or Ho Chi Minh City suburban area covers the remaining areas of Hanoi or Ho Chi Minh City, other than the areas specified in Clause 9 of this Article.

11. Rural area means an administrative area outside wards of a town, urban district or a city.

12. The head means a director of a branch or transaction office or equivalent position, head of representative office.

13. The head information includes full name, gender, date of birth, ethnicity, citizenship, type of personal legal document, personal legal document book, date of issue, place of issue, permanent address and contact address.

14. Name information includes name, foreign name, abbreviated name.

15. Address information includes address, phone, facsimile, email, website.

Article 4. Competence to approve the network of commercial banks

1. The Governor of the State Bank of Vietnam shall consider approving the commercial banks’ domestic branch establishment, termination of operation or dissolution (except for the case of voluntarily terminating the operations); establishment of overseas branches, transaction offices and subsidiary banks; conversion of the legal form of overseas subsidiary banks of commercial banks.

2. The Chief Inspector of the Banking Supervision Agency shall consider approving the commercial banks’ establishment, termination of operation or dissolution (except for the case of voluntarily terminating the operations) of domestic transaction offices, representative offices and non-business units.

3. The Directors of provincial-level State Bank branches shall consider approving:

a) Change of locations of branch offices, transaction offices;

b) Voluntary operational termination of branches or transaction offices;

c) Change of branch managing transaction offices.

4. In some specific cases, the Governor of the State Bank of Vietnam shall consider approving:

a) The establishment of domestic branches, representative offices, non-business units and transaction offices; and overseas branches, representative offices and subsidiary banks based on the order and procedures prescribed in this Circular and in conformity with actual conditions:

(i) To serve the objectives of economic, social, political, security, defense, diplomatic development, and monetary policy management in each period;

(ii) To support commercial banks in handling people's credit funds under special control.

b) The conversion of transaction offices to domestic branches of commercial banks must be based on dossiers, conditions, order and procedures for establishment of domestic branches as prescribed in this Circular, in compliance with actual conditions for the implementation of the credit institution restructuring plans approved by competent authorities;

c) Contents of the operational network of commercial banks under special control according to the approved restructuring plans shall be based on the order and procedures specified in this Circular.

Article 5. Principles for compilation and submission of dossiers

1. Commercial banks shall make dossiers in Vietnamese. Documents in Vietnamese which are submitted must be copies granted from original books or certified copies or copies accompanied with originals for comparison. In case the applicants submit copies accompanied with originals for comparison, the verifier shall confirm the accuracy of the copies compared to the originals. Translations from a foreign language into Vietnamese must be notarized or must have their translators’ signatures authenticated in accordance with laws.

2. Documents of commercial banks which are sent to the State Bank of Vietnam (hereinafter referred to as the State Bank), and its branches in provinces and centrally run cities (hereinafter referred to as the State Bank branches) as prescribed in this Circular must be signed by at-law representatives or persons authorized by at-law representatives of commercial banks. Authorization by at-law representatives must be made in writing in accordance with law.

3. Dossiers of commercial banks shall be submitted to the State Bank or its branches by one of the following methods:

a) Online submission through the National Public Service Portal or vial the State Bank’s Public Service Portal, for dossiers for change of locations of branch offices, transaction offices within the provinces or centrally run cities as prescribed in Article 19 of this Circular, dossiers for changes of branches managing transaction offices specified in Article 22 of this Circular, dossiers of voluntary termination of operation of branches or transaction offices specified in Article 29 of this Circular;

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

c) Sending by post.

4. In case of online submission through the National Public Service Portal or the State Bank’s Pubic Service Portal, e-dossiers shall be digitally signed in accordance with the law on carrying out administrative procedures on electronic environment.

In case where the National Public Service Portal or the State Bank’s Pubic Service Portal fails to receive or exchange electronic information due to an incident or error, the declaration, submission, receipt, result return, exchange and feedback of information shall be conducted by postal service or conducted directly at the Single-window section of the State Bank branch.

5. Documents in the e-dossier must be electronic versions scanned from the originals (in PDF format).

Chapter II

ESTABLISHMENT OF UNITS AFFILIATED TO THE COMMERCIAL BANKS’ NETWORK

Article 6. Conditions for establishment of domestic branches of commercial banks

To be permitted to establish domestic branches, commercial banks must fully meet the following conditions:

1. For commercial banks which have operated for 12 months or more (counted from the date of inaugurating operation to the time of request):

a) The actual value of charter capital at the time of December 31 of the year preceding the request year is not lower than the legal capital. The actual value of charter capital is determined in accordance with the Governor of the State Bank on limits and prudential ratios on the basis of the audited separate financial statements of the year preceding the request year;

b) The business operation is profitable according to the audited consolidated financial statement and separate financial statements of the year preceding the request year;

c) Complying with limitations to ensure operational safety of credit institutions specified in Articles 134, 135, 136 and 137; Clause 1 Article 138, and Article 142 of the Law on Credit Institutions and the guidance of the State Bank concerning these provisions during 12 consecutive months before the request month;

d) Properly and fully implementing regulations on classification of assets, levels and methods of setting up of risk provisions and the use of risk provisions for handling risks in operation in accordance with law in the quarter preceding the request time;

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

e) At the time of request, the Board of Directors, Members’ Council and Control Board are staffed and structured in accordance with law, without lacking the general director;

g) At the request time, the commercial bank has an internal audit division and internal control system as prescribed in Articles 57 and 58 of the Law on Credit Institutions and relevant laws;

h) Not having been fined for administrative violations in terms of organization, administration and operation (except for internal regulation-related violations); credit extension; prudential ratios; classification of assets, off-balance sheet commitments, setting up and use of risk provisions for risk handling in accordance to the law on handling of administrative violations in the monetary and banking field during 12 months before the request time;

i) Not being subject to the ban on network expansion;

k) Meeting the condition on the number of branches permitted for establishment prescribed in Articles 7 and 8 of this Circular;

l) In case of requesting for establishment of branches in non-rural areas, the commercial bank must be ranked A or B, according to the ranking results recently announced by the State Bank at the time of request and at the time of approval (except for commercial banks not subject to ranking according to the Governor of the State Bank's regulations on ranking credit institutions and foreign bank branches);

n) At the request time, units in the domestic network of the commercial bank permitted to be established in the year preceding the request year have inaugurated operations.

2. For commercial banks which have operated for less than 12 months (counted from the date of inaugurating operation to the request time):

a) The actual value of charter capital in the month preceding the request time as determined in accordance with the Governor of the State Bank's regulations on limits and prudential ratios is not lower than the legal capital;

b) The business operation is profitable by the month preceding the request time;

c) Complying with limitations to ensure operational safety of credit institutions specified in Articles 134, 135, 136 and 137; Clause 1 Article 138, and Article 142 of the Law on Credit Institutions and the guidance of the State Bank continuously from the time of operation inauguration to the request time;

d) Properly and fully implementing regulations on classification of assets, levels and methods of setting up of risk provisions and the use of risk provisions for handling risks in operation in accordance with law in the quarter preceding the request time; the ratio of non-performing loans in accordance with the State Bank's regulations on classification of assets at the last day of the month preceding the request time must not exceed 3% or another ratio as decided by the Governor of the State Bank in each period;

dd) Complying with Points e, g, h, i, k, and m Clause 1 of this Article.

Article 7. Formula used to determine the total number of branches or transaction offices permitted for establishment

1. The number of branches or transaction offices a commercial bank is permitted to establish must ensure:

VND 300 billion x N1 + VND 100 billion x M1 + VND 50 billion x N2 + VND 20 billion x M2 < C

In which:

- C means the actual value of charter capital of the commercial bank as prescribed at Point a Clause 1 Article 6 or Point a Clause 2 Article 6 of this Circular.

- N1 means the number of branches which have been established and are being requested for establishment in Hanoi and Ho Chi Minh City inner areas.

- N2 means the number of branches which have been established and are being requested for establishment in Hanoi and Ho Chi Minh City suburban areas and other provinces and centrally run cities.

- M1 means the number of transaction offices which have been established and are being requested for establishment in Hanoi and Ho Chi Minh City inner areas.

- M2 means the number of transaction offices which have been established and are being requested for establishment in Hanoi and Ho Chi Minh City suburban areas and other provinces and centrally run cities.

2. Locations of branches and transaction offices which have been established and are being requested for establishment in areas specified at Points N1, N2, M1 or M2 mentioned in Clause 1 of this Article shall be determined based on administrative areas at the request time and approval time.

Article 8. Number of branches permitted for establishment

Apart from requirements in terms of total number of branches specified in Article 7 of this Circular, a commercial bank must satisfy the following requirements:

1. A commercial bank may establish 10 branches at most in Hanoi inner area or Ho Chi Minh City inner area.

2. Commercial banks which have operated for less than 12 months (counted from the date of inaugurating operation to the request time) may establish no more than 3 branches and these branches must not be located in the same province or centrally run city in a fiscal year.

3. Commercial banks which have operated for 12 months or more (counted from the date of inaugurating operation to the request time) may establish no more than five (05) branches and the number of branches in rural areas accounts for at least 50% of the total number of branches permitted for establishment in a fiscal year.

4. Apart from the number of branches specified in Clause 3 of this Article, a commercial bank that has completed the procedures for voluntary termination of operation of its branches in Hanoi inner area or Ho Chi Minh City inner area, may establish branches in other provinces and centrally run cities with a number equal to that of closed branches.

Article 9. Conditions for establishment of overseas branches and overseas subsidiary banks

In order to establish overseas branches and subsidiary banks, commercial banks must fully meet the following conditions:

1. Complying with the conditions specified at Points a, c, d, dd, e, g, h, i, and m Clause 1 Article 6 of this Circular.

2. Being ranked A or B, according to the ranking results recently announced by the State Bank at the time of request and at the time of approval, except for those not subject to ranking according to the State Bank's regulations on ranking credit institutions and foreign bank branches.

3. The minimum operational duration is 3 years, counted from the date of inaugurating operation to the request time.

4. The total assets reach at least VND 100,000 billion according to the audited consolidated financial statement of the year preceding the request year.

5. The business operation is profitable according to the audited consolidated financial statement and separate financial statements of the three years preceding the request year.

Article 10. Conditions for establishment of domestic representative offices and non-business units and overseas representative offices

In order to establish domestic representative offices or non-business units and overseas representative offices, commercial banks must fully meet the following conditions:

1. The minimum operational duration is 12 months counted from the date of inaugurating operation to the request time.

2. The conditions specified at Points e and g Clause 1 Article 6 of this Circular.

3. For the establishment of representative offices, apart from meeting the conditions specified in Clauses 1 and 2 of this Article, commercial banks must meet the condition specified at Points h and i Clause 1 Article 6 of this Circular.

Article 11. Conditions for establishment of transaction offices

In order to establish transaction offices, commercial banks must fully meet the following conditions:

1. Complying with the conditions specified at Points a, b, c, d, dd, e, g, h, i and m Clause 1 Article 6 of this Circular.

2. In case of requesting for establishment of transaction offices in non-rural areas, the commercial bank must be ranked A or B, according to the ranking results recently announced by the State Bank at the time of request and at the time of approval (except for those not subject to ranking according to the State Bank's regulations on ranking credit institutions and foreign bank branches).

3. The branch expected to manage the transaction office must meet the following conditions:

a) The minimum operational duration is 12 months counted from the date of inaugurating operation till the time of request;

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

c) Not having been fined for administrative violations in the monetary and banking field during 12 months before the request time;

d) The revenue-expense difference of the year preceding the request year is positive.

4. Meeting the requirement on the number of transaction offices permitted for establishment specified in Articles 7 and 12 of this Circular.

Article 12. Number of transaction offices permitted for establishment

Apart from requirements in terms of total number of transaction offices specified in Article 7 of this Circular, a commercial bank must satisfy the following requirements:

1. The number of transaction offices of a commercial bank in Hanoi inner area and Ho Chi Minh City inner area does not exceed twice that of its existing branches in each of these areas and does not exceed 20.

2. The number of transaction offices of a commercial bank in each province or centrally run city does not exceed triple that of its existing branches in that province or city.

3. In case where the number of transaction offices established before the effective date of this Circular exceeds the number specified in Clause 1 or 2 of this Article, or at the time of request, the number of transaction offices is equal to the number specified in Clause 1 or 2 of this Article, a commercial bank may additionally establish no more than 2 transaction offices in rural areas in each of such provinces or centrally run cities in every fiscal year. The total number of transaction offices permitted for additional establishment prescribed in this Clause does not exceed that of branches of a commercial bank in each province or centrally run city at the time of request for establishment.

4. Commercial banks which have operated for 12 months or more (counted from the date of inaugurating operation to the request time) may establish no more than 10 transaction offices and the number of transaction offices in rural areas accounts for at least 50% of the total number of that permitted for establishment in a fiscal year.

5. Commercial banks may decide on the number of transaction offices managed by a single branch in line with the management capacity of each branch.

Article 13. Dossier of request for approval for establishment of domestic branches and transaction offices, domestic representative offices and non-business units; overseas branches, representative offices and subsidiary banks

1. The commercial bank’s written request for the State Bank’s approval for establishment of domestic branches or transaction offices, representative offices or non-business units; overseas branches, representative offices or subsidiary banks according to the form in Appendix No. 1 to this Circular.

2. The resolution or decision of the Board of Directors or Members’ Council on the establishment of domestic branches, transaction offices, representative offices or non-business units; overseas branches or representative offices.

For establishment of transaction offices, the resolution or decision of the Board of Directors or Members’ Council must clearly state the name and address of the head office (detailed to the commune-level area) and the branch expected to manage the transaction office, professional operations the transaction office will perform, the geographical scope of operation and major customers.

3. The resolution or decision of the Shareholders’ General Meeting (for joint-stock commercial banks); the resolution or decision of the Members’ Council (for limited liability commercial banks with two members or more); or the approval opinion of the owner (for single-member limited liability commercial banks) adopting the establishment of overseas subsidiary banks.

4. The scheme on establishment of domestic branches, which must contain at least the following details:

a) Full name in Vietnamese; abbreviated name in Vietnamese; expected address of the head office (detailed to the commune-level area); content of operation; major customers;

b) Reason for establishment and reason for selecting the locality for establishment;

c) Organizational structure: Organizational diagram showing the divisions of the branch;

d) Feasibility study: Analysis of the business environment, target market, business opportunities to be seized and plan to occupy the market;

dd) Tentative business plan for the first three years, which must contain at least tentative accounting balance sheet; statement on business result; grounds to formulate plan and explanation on ability of performing plan in each year.

5. The scheme on establishment of an overseas branch or subsidiary bank must contain at least the following details:

a) Full name in Vietnamese and a foreign language; abbreviated name in Vietnamese and a foreign language (if any), legal form (for overseas subsidiary banks);

b) Location (name of host country and specific address (if any));

c) The capital to be allocated to the overseas branch or subsidiary bank;

d) Content of operation; operational duration; major customers;

dd) Reason for establishment and reason for selecting the host country;

e) Organizational structure and network: organizational diagram showing the head office and its divisions and network of the overseas subsidiary bank (if any);

g) Relevant legal information: Listing the relevant regulations of the host country on licensing of foreign credit institutions to establish and operate branches and subsidiary banks in the host country (titles, serial numbers and dates of documents);

h) Feasibility study: Analysis of the business environment, target market, business opportunities to be seized and plan to occupy the market;

i) The control method of the commercial bank applicable to the overseas branch or subsidiary bank, clearly stating at least the method (hiring external control or self-controlling) and reason for selecting the method; organization of implementation of the method; the estimated cost for implementing the method; expected difficulties and solutions;

k) The tentative business plan for the first three years, containing at least the tentative accounting balance sheet; statement on business result; statement of cash flow (for overseas subsidiary banks); grounds for formulating the plan and explanation on the ability to implement the plan in each year;

l) Expected impacts and efficiency of the establishment of the overseas branch or subsidiary bank, problems (if any) in ensuring operational safety for the commercial bank and solutions; the minimum capital adequacy ratio, and limitations of capital contribution and share purchase limits of the commercial bank after the overseas subsidiary bank is established;

m) The commercial bank’s handling plan and measures in case the overseas branch or subsidiary bank exerts severe influences on the commercial bank;

n) Information about founding members and founding shareholders (name and address); expected capital contribution amount, capital contribution ratio, number of shares, and shareholding rates of founding members and founding shareholders of the overseas subsidiary bank.

6. Other documents proving the eligibility to establish domestic branches, transactions offices, representative offices and non-business units or overseas branches, representative offices and subsidiary banks as prescribed in this Circular.

Article 14. Order of approval for establishment of domestic branches and transaction offices, domestic representative offices and non-business units; overseas branches, representative offices and subsidiary banks

1. The commercial bank shall submit dossier to the State Bank once before September 30 every year, except for the cases specified in Clause 4 Article 4 of this Circular.

2. The commercial bank shall make a dossier as prescribed in Article 13 of this Circular and send it to the State Bank (the single-window section). Within 5 working days from the date on which the dossier specified in this Clause is received, the State Bank shall send a document to the commercial bank confirming the receipt of complete dossier or requesting supplementation of the incomplete dossier.

3. Within 10 working days after receiving a complete dossier as prescribed in Article 13 of this Circular, the Banking Supervision Agency shall send a written request to consult the following units:

a) The People’s Committee of the province or centrally run city for opinions assessing the necessity to add a branch in the province or centrally run city (in case of request for opening domestic branches);

b) The State Bank branch of the locality where the commercial bank plans to establish a domestic branch or transaction office for opinions assessing the necessity to add a branch or transaction office in the district-level area where the commercial bank requests the establishment of a branch or transaction office; areas where branches or transaction offices are expected to be established; and the eligibility as prescribed in this Circular of the branch expected to manage the transaction office in the locality (in case of request for establishment of a transaction office).

4. Within 14 working days after receiving a written request of the Banking Supervision Agency, the provincial-level People's Committee and the State Bank branch specified at Point a or b Clause 3 of this Article shall give their written opinions on the requested contents.

5. Within 20 days from the date on which opinions from consulted units are fully received, the State Bank shall give written approval or disapproval of the eligibility for establishment of a domestic branch or transaction office. In case of disapproval, the State Bank shall issue a written reply to the commercial bank, clearly stating the reason.

6. Within 45 days after the receipt of the complete dossier as prescribed in Article 13 of this Circular, the State Bank shall issue a written approval or disapproval for the commercial bank to establish an overseas branch, transaction office or subsidiary bank; domestic representative office or non-business unit. In case of disapproval, the State Bank shall issue a written reply to the commercial bank, clearly stating the reason.

7. Within 12 months after the State Bank gives a written approval mentioned in Clause 5 or 6 of this Article, the commercial bank shall inaugurate operation of the domestic branch, transaction office, representative office or non-business unit which has been approved for establishment. Past this time limit, if the commercial banks fails to inaugurate operation, the written approval of the State Bank will automatically cease to be valid.

8. Within 24 months after the State Bank gives a written approval mentioned in Clause 6 of this Article, the commercial bank shall inaugurate operation of the overseas branch, representative office or subsidiary bank which has been approved for establishment. Past this time limit, if the commercial banks fail to inaugurate operation, the written approval of the State Bank will automatically cease to be valid.

Chapter III

INAUGURATION OF OPERATION, CHANGE OF NAMES AND LOCATIONS OF UNITS AFFILIATED TO THE NETWORK OF COMMERCIAL BANKS; CHANGE OF BRANCHES MANAGING TRANSACTION OFFICES, CONVERSION OF DOMESTIC BRANCHES INTO TRANSACTION OFFICES

Article 15. Inaugurating operation of domestic branches and transaction offices

1. Requirements to inaugurate operation of domestic branches and transaction offices:

a) Having the lawful ownership or use of head offices of branches or transaction offices; head offices, except for those of transaction offices must ensure storage of documents, be convenient and safe for transactions and assets, have complete security and guard systems and systems of uninterrupted power supply and communication satisfying requirements of fire and explosion prevention and fighting;

b) Head offices of branches have cash vaults up to safety standards prescribed by the State Bank. In case a commercial bank has more than one branch in the same province or centrally run city, the commercial bank must have at least a branch with cash vaults in accordance with regulations of the State Bank and shall transport cash from branches without cash vaults to the branches with cash vaults after the transaction hours of each working day;

c) Branches and transaction offices have systems of information technology connected online to the head office and transaction offices connected online to their managing branches; ensure that the systems of information technology and the database operate continuously, safely, and confidentially for professional operations;

d) Branches or transaction offices employ adequate executive staff, at least including a branch director, transaction office director or equivalent titles and a team of staff performing operations at transaction offices or branches, in which the branch director or transaction office director cannot concurrently hold the position of branch director or transaction office director of another branch and the branch director cannot concurrently hold the position of transaction office director;

dd) The director of the branch or equivalent titles (in case of inaugurating operation of branches) satisfies the standards and conditions prescribed in Clause 5 Article 41 of the Law on Credit Institutions.

2. The commercial bank shall send a written report to the State Bank branch where the head office of domestic branch or transaction office is located within 7 working days before the expected inaugurating date of the domestic branch or transaction office. Such a report must contain the following information:

a) The expected inaugurating date and the satisfaction of requirements to inaugurate operation of a domestic branch or transaction office;

b) Information about the head, information about the name and address of the domestic branch or transaction office.

3. The commercial bank shall inaugurate the operation of their domestic branches, transaction offices after satisfying the requirements in Clause 1 of this Article, completing the legal procedures for branch or transaction office operation as prescribed.

Article 16. Inauguration of operation of domestic representative offices and non-business units; and overseas branches, representative offices and subsidiary banks

1. Commercial banks may decide on the inauguration of operation of their domestic representative offices and non-business units, and at least 7 working days before the date of operation inauguration shall send a written report thereon to the State Bank branches of the localities where the head offices of domestic representative offices or non-business units are located. The report on inauguration of operation of a representative office must contain information about the expected inaugurating date, information about the head, information about the name and address of the representative office.

2. Commercial banks may inaugurate operation of overseas branches, representative offices or subsidiary banks in accordance with the host countries’ laws, and at least 7 working days before the date of operation inauguration shall send a written report thereon to the State Bank (through the Banking Supervision Agency).

Article 17. Change of names of domestic branches and transaction offices

1. The commercial bank shall decide on a change of the name of a domestic branch or transaction office.

2. Within 5 working days after the domestic branch or transaction office operates under the new name, the commercial bank shall send a written report on the change to the name of the domestic branch or transaction office to the State Bank branch of the locality where the head office of the domestic branch or transaction office is located, except for the cases specified in Clause 3 of this Article.

3. In case of changing the name of domestic branch or transaction office before inaugurating operation, the commercial bank shall follow provisions of Clause 2 Article 15 of this Circular.

Article 18. Conversion of domestic branches into transaction offices

1. The commercial bank shall decide on the conversion of a domestic branch into transaction office; send a written report to the State Bank (via the Banking Supervision Agency), the State Bank branch of locality where the transaction office is headquartered of the conversion of the domestic branch into transaction office, and the branch managing the transaction office within 5 working days from the date of deciding on the conversion, and from the date of completing procedures for putting the transaction office into operation.

2. The conversion of a domestic branch into transaction office is not required to satisfy the provisions of Clauses 1 and 2 Article 12 of this Circular.

3. The commercial bank that converts its domestic branch into transaction office in Hanoi inner area or Ho Chi Minh City inner area is not allowed to establish another branch in such area within 3 years from the converting year.

Article 19. Change of locations of head offices of domestic branches and transaction offices

1. Commercial banks may change the locations of the head offices of their branches or transaction offices within the province or centrally run city, and between provinces and centrally run cities, except for the following cases:

a) Commercial banks may not change the locations of the head offices of their branches or transaction offices from rural areas to non-rural areas. The determination of location of a branch or transaction office in a rural area shall be based on the administrative area at the time of requesting the change of location, and at the time of acceptance;

b) Commercial banks may not change locations of the head offices of their branches and transaction offices from Hanoi suburban area or Ho Chi Minh City suburban area, or from other provinces or centrally run cities to Hanoi inner area or Ho Chi Minh inner area.

2. When changing locations of head offices of branches or transaction offices, commercial banks must satisfy the following conditions:

a) Conditions specified in Clause 1 Article of this Circular;

b) In case of changing the head office locations between provinces and centrally run cities, branches or transaction offices must have operated for at least 3 years up to the time of request;

c) In case of changing the head office locations between provinces or centrally run cities, in addition to the conditions specified at Points a and b of this Clause, such change must meet the conditions specified in Clause 2 Article 12 and the conditions applicable to branches managing transaction offices as prescribed in Clause 3 Article 11 of this Circular.

3. A dossier for change of the location of a branch office or transaction office must comprise:

a) The commercial bank’s written request for approval of change of the location of the head office of a branch or transaction office, which at least includes the following information: name, current location, expected location, reason for change of location, plan for changing location to ensure the uninterrupted operation, commitment to satisfy the conditions specified at Point a Clause 2 of this Article within 7 working days before the expected date of inaugurating operation at the approved location;

b) The plan on dealing with assets, rights, obligations and related interests (for change of locations of head offices of domestic branches and transaction offices between provinces and centrally run cities);

c) In case of changing the location of the head of a transaction office between provinces and centrally run cities, in addition to the dossier specified at Point a or b of this Clause, the commercial shall send the following documents:

(i) A written request for change of the branch managing the transaction office, including at least the following details:

- Name and location of the head office of the branch currently managing and branch expected to manage the transaction office;

- Name, current location and expected location of the head office of the transaction office requested for change of the managing branch.

(ii) The resolution or decision of the Board of Directors or Members’ Council adopting the change of the branch managing the transaction office.

4. Order for acceptance in case of change of locations of head offices of domestic branches and transaction offices within a province or centrally run city:

a) The commercial bank makes 1 set of dossier as prescribed in Clause 3 of this Article and sends it to the State Bank branch of the locality where the head office of branch or transaction office is located;

b) Within 10 working days after receiving a complete dossier as prescribed in this Circular, the State Bank branch of the locality where the head office of the branch or transaction office is located shall send a written approval or disapproval of the change of location of the branch or transaction office (including electronic documents). In case of disapproval, it shall issue a written reply clearly stating the reason to the commercial bank.

5. Order for acceptance in case of change of locations of head offices of domestic branches and transaction offices between provinces and centrally run cities:

a) The commercial bank makes 1 set of dossier as prescribed in Clause 3 of this Article and sends it to the State Bank branch of the locality where the head office of branch or transaction office is expected to be located;

b) Within 5 working days after receiving the complete dossier as prescribed in this Circular, the State Bank branch of the locality where the head office of the branch or transaction office is expected to be located, consults:

(i) Commercial bank branch of the locality where the head office of the branch or transaction is located, for opinions about the plan on dealing with assets, rights, obligations and related interests, and reason for location change;

(ii) People's Committee of province or and centrally run city where the branch is expected to be headquartered, for opinions about the necessity to add a branch in the locality, in case of changing the location of the head office of the branch between provinces and centrally run cities.

c) Within 5 working days after receiving the written request from the State Bank branch of the locality where the head office of the branch or transaction office is expected to be located, the State Bank branch of the locality where the head office of the branch or transaction office is currently located, the People’s Committee of province or centrally run city where the branch is expected to be headquartered gives opinions in writing about the request;

d) Within 10 working days from the date of receiving adequate opinions from units, the State Bank branch of the locality where the commercial bank expects to locate the head office of its branch or transaction office, sends a written approval or disapproval of the change of location of the head office of the branch or transaction office to the commercial bank. In case of refusal, it shall issue a written reply clearly stating the reason to the commercial bank.

6. At least 07 working days before the tentative date of operation at the approved location, the commercial bank sends a written report to the State Bank branch specified in Clause 4 of this Article or Point d Clause 5 of this Article of the satisfaction of conditions specified at Point b Clause 2 of this Article. In case of changing location of the head office of a branch or transaction office before inaugurating operation, the commercial bank shall follow provisions of Clause 2 Article 15 of this Circular.

7. Within 12 months after the State Bank branch issues a written approval, the branch or transaction office of the commercial bank shall operation at the approved location. Past this time limit, if the commercial banks fail to operate at the approved location, the written approval of the State Bank branch will automatically cease to be valid.

8. In case of changing the address of the head office of a domestic branch or transaction office without change of location, the commercial bank shall send a written notice to the State Bank branch where the head office of the domestic branch or transaction office is located, of the change of information about address of the head office of the domestic branch or transaction office within 7 days from the change.

Article 20. Change of names and locations of head offices of domestic representative offices and non-business units; and overseas branches, representative offices and subsidiary banks

1. Commercial banks shall decide on change of their names and locations of head offices of domestic representative offices and non-business units; and overseas branches, representative offices and subsidiary banks.

2. Within 5 working days from the date domestic representative offices and non-business units; overseas branches, representative offices or subsidiary banks operate under their new names and head office locations, commercial banks shall send a written report to the State Bank (the Banking Supervision Agency) and State Bank branches of localities where the domestic representative offices or non-business units are located of such change. The written report on the change of name and location of head office of a representative office must contain information about the name and address of the representative office.

In case of changing the location of the head office of a domestic representative office or non-business unit to a different province or centrally run city, a commercial bank shall report it to the State Bank branch of the locality where the head office of the representative office or non-business unit is previously located and the State Bank branch of the locality where the new head office of the representative office or non-business unit is located.

Article 21. Change of names of domestic branches, transaction offices, representative offices and non-business units; and overseas branches, representative offices and subsidiary banks in case of reorganization of commercial banks

The change of names of domestic branches, transaction offices, representative offices and non-business units; and overseas branches, representative offices and subsidiary banks in case of reorganization of commercial banks must comply with the guidance of the State Bank on reorganization of credit institutions.

Article 22. Change of branch managing transaction offices

1. Conditions for changing branches managing transaction offices, including changes before operation inauguration of transaction offices

The branch expected to manage a transaction office must fully meet the conditions prescribed in Clause 3 Article 11 of this Circular.

2. Dossier

a) The commercial bank’s written request for change of the branch managing the transaction office, including at least the following details:

(i) Reason for the change;

(ii) Name and location of the head office of the branch currently managing and branch expected to manage the transaction office;

(iii) Name and location of the head office of the transaction office requested for change of the managing branch.

b) The resolution or decision of the Board of Directors or Members’ Council adopting the change of the branch managing the transaction office.

3. Sequence

a) The commercial bank makes 1 set of dossier as prescribed in this Circular and sends it to the State Bank branch of the locality where the head office of the branch is located;

b) Within 14 working days after receiving a complete dossier as prescribed in this Circular, the State Bank branch of the locality where the head office of the branch is located shall issue a written approval or disapproval (including electronic documents), or submit to the Governor of the State Bank for issuance of a written request of the request of the commercial bank according to the competence specified in Article 4 of this Circular. In case of disapproval, it shall issue a written reply clearly stating the reason to the commercial bank.

4. Within 6 months after the written approval is issued, the commercial bank shall complete procedures for changing the branch managing the transaction office as prescribed. Past this time limit, if the commercial bank fails to complete such procedures, the written approval specified at Point b Clause 3 of this Article will automatically cease to be valid.

5. The change of managing branches due to change of the transaction offices between provinces and centrally run cities shall comply with Article 19 of this Circular.

Article 23. Disclosure of information on changes

1. Within 7 working days before the expected date of inaugurating operation specified in Article 15 of this Circular, or within 7 working days from the date of receiving the State Bank branch’s written approval under Clauses 4 and 5 Article 19 of this Circular, the commercial bank shall disclose the following information:

a) Number, approved content in the written approval of the State Bank on establishment of the branch or transaction office, or/and change of location of the head office of the branch or transaction office;

b) Name, location and expected date of inaugurating operation, or name, previous location and new location of the head office of the branch or transaction office, and other information (if necessity).

2. Within 7 working days from the date of receiving the State Bank's written approval specified in Article 22 of this Circular, the commercial bank shall disclose the number, date and approved content of the State Bank's written approval.

3. Within 7 working days from the date of change as specified at Point b Clause 4 Article 4, Article 17, Article 18, Clause 8 Article 19, Article 20, Article 21 of this Circular, the commercial bank shall announce the commercial bank's decision on such change.

4. The commercial bank shall disclose information specified in Clauses 1, 2 and 3 of this Article on its website, websites of its domestic branches and relevant transaction offices.

5. The commercial bank shall send a written request to the State Bank (the Communication Department) for posting information specified in Clause 1 of this Article on the State Bank's e-portal, one centrally printed newspaper for 3 consecutive issues or one electronic newspaper of Vietnam. Within 3 working days from the date of receiving the commercial bank's written request, the State Bank (the Communication Department) shall disclose information on its e-portal.

Chapter IV

CONVERSION OF THE LEGAL FORMS OF OVERSEAS SUBSIDIARY BANKS OF COMMERCIAL BANKS

Article 24. Conditions for converting legal form of an overseas subsidiary bank

A commercial bank may convert the legal form of its overseas subsidiary bank from a limited liability company to joint stock company and vice versa; from single-member limited liability company to limited liability company with two members or more and vice versa when fully meeting the following conditions:

1. The conditions specified at Points e and g Clause 1 Article 6 of this Circular.

2. The subsidiary bank of the commercial bank must meet the conditions specified in Clause 7 Article 3 of this Circular after having its legal form converted.

3. In case the commercial bank increases charter capital in a subsidiary bank when it has the legal form converted, in addition to the conditions specified in Clauses 1 and 2 of this Article, the following conditions shall be satisfied:

a) Conditions prescribed at Points a, c, d, and dd Clause 1 Article 6 of this Circular;

b) Conditions specified in Clauses 4 and 5 Article 9 of this Circular.

Article 25. Dossier of request for approval of conversion of legal form of an overseas subsidiary bank

1. The commercial bank's written request for the State Bank's approval of conversion of the legal form of an overseas subsidiary bank.

2. The resolution of the Shareholders’ General Meeting (for joint-stock commercial banks); the resolution of the Members’ Council (for limited liability commercial banks with two members or more); or the approval opinion of the owner (for single-member limited liability commercial banks) adopting the conversion of the legal form of the overseas subsidiary bank.

3. The scheme on conversion of the legal form of an overseas subsidiary bank, which contains at least the following details:

a) Full name in Vietnamese and a foreign language; abbreviated name in Vietnamese and a foreign language (if any);

b) Location (name of host country and specific address);

c) Capital amount provided for the overseas subsidiary bank;

d) Content of operation; operational duration; major customers;

dd) Reason for conversion of legal form;

e) Capital amount expected to be additionally provided, or the capital amount decreased in the overseas subsidiary bank when converting the legal form;

g) Organizational structure and network of the overseas subsidiary bank after having its legal form converted: organizational diagram showing the head office and its divisions and network of the overseas subsidiary bank (if any);

h) Relevant legal information: Listing the relevant regulations of the host country on licensing of foreign credit institutions to convert the legal form of subsidiary banks in the host country (titles, serial numbers and dates of documents);

i) Feasibility study: Analysis of the business environment, target market, business opportunities to be seized and plan to occupy the market after converting the legal form;

k) The control method of the commercial bank applicable to the overseas subsidiary bank, clearly stating at least the method (hiring external control or self-controlling) and reason for selecting the method; organization of implementation of the method; the estimated cost for implementing the method; expected difficulties and solutions;

l) The overseas subsidiary bank’s tentative business plan for the first three years after converting the legal form, which must contain at least the tentative accounting balance sheet; statement on business result; statement of cash flow; grounds to formulate plan and explanation on ability of performing plan in each year;

m) Expected impacts and efficiency of the conversion of the legal form of the overseas subsidiary bank, problems (if any) in ensuring operational safety for the commercial bank and solutions; the minimum capital adequacy ratio, and limitations of capital contribution and share purchase limits of the commercial bank after converting the overseas subsidiary bank's legal form;

n) The commercial bank’s handling plan and measures in case the overseas subsidiary bank exerts severe influences on the commercial bank;

o) Information about changes in capital contributors and major shareholders; expected capital contribution amount, capital contribution ratio, number of shares, and shareholding rates of major shareholders and capital contributors of the overseas subsidiary bank when converting its legal form.

4. Other documents proving the satisfaction of conditions for converting legal form of an overseas subsidiary bank as prescribed in Article 24 of this Circular.

Article 26. Order for approval of eligibility for converting legal form of an overseas subsidiary bank

1. The commercial bank shall make a dossier as prescribed in Article 25 of this Circular and send it to the State Bank (the single-window section).

2. Within 45 working days after receiving a complete dossier as prescribed in Article 25 of this Circular, the State Bank shall issue a written approval or disapproval of the commercial bank's conversion of the legal form of its overseas subsidiary bank. In case of refusal, it shall issue a written reply clearly stating the reason to the commercial bank.

3. After the time limit of 24 months from the date the State Bank issues the written approval specified in Clause 2 of this Article, the commercial bank shall complete all procedures for converting the legal form. Past this time limit, if the commercial banks fail to complete procedures for converting legal form, the written approval of the State Bank will automatically cease to be valid.

Chapter V

TERMINATION OF OPERATION, DISSOLUTION OF UNITS AFFILIATED TO THE NETWORK OF COMMERCIAL BANKS

Article 27. Termination of operation and dissolution of domestic branches, transaction offices, representative offices and non-business units; and overseas branches, representative offices and subsidiary banks of commercial banks

1. Domestic branches, transaction offices, representative offices and non-business units will terminate operation or be dissolved in the following cases:

a) Automatically terminate operation, dissolve;

b) Voluntarily terminate operation, dissolve;

c) Compulsorily terminate operation, dissolve.

2. Overseas branches, representative offices or subsidiary banks of commercial banks will terminate operation or be dissolved in accordance with the laws of the host countries where the head offices of overseas branches, representative offices or subsidiary banks are located.

3. Commercial banks are responsible for:

a) Dealing with assets, rights, obligations and related interests of domestic branches, transaction offices, representative offices and non-business units; and overseas branches, representative offices and subsidiary banks which terminate operation or are dissolved;

b) Preserving documents and materials related to the operation termination or dissolution of domestic branches, transaction offices, representative offices or non-business units; and overseas branches, representative offices or subsidiary banks;

c) Carrying out legal procedures for terminating operation of or dissolving domestic branches, transaction offices, representative offices and non-business units; and overseas branches, representative offices and subsidiary banks in accordance with law.

Article 28. Automatic termination of operation and dissolution of domestic branches, transaction offices, representative offices and non-business units; and overseas branches and representative offices

1. Domestic branches, transaction offices, representative offices and non-business units; and overseas branches and representative offices will automatically terminate operation or be dissolved in case their commercial banks terminate operation or are dissolved.

2. The procedures for automatic termination of operation or dissolution of domestic branches, transaction offices, representative offices or non-business units; and overseas branches and representative offices comply with the law on termination of operation and dissolution of commercial banks.

Article 29. Voluntary termination of operation of domestic branches, transaction offices, representative offices and non-business units

1. A dossier of voluntary termination of operation of a domestic branch or transaction office:

a) The commercial bank’s written request for termination of operation of the branch or transaction office, clearly stating the reason;

b) The resolution or decision of the Board of Directors or Members’ Council of the commercial bank on the termination of operation of the branch or transaction office;

c) The plan on dealing with assets, rights, obligations and related interests of the branch or transaction office which terminates operation.

2. Order of voluntary termination of operation of a domestic branch:

a) The commercial bank shall make 1 set of dossier as prescribed in Clause 1 of this Article and send it to the State Bank branch of the locality where the head office of the branch is located;

b) Within 45 days after receiving a complete dossier as prescribed in this Circular, the State Bank branch of the locality where the head office of the branch is located shall issue a written approval or disapproval of the request of the commercial bank (including electronic documents). In case of refusal, it shall issue a written reply clearly stating the reason to the commercial bank.

3. Sequence of voluntary termination of operation of transaction offices:

a) The commercial bank makes 1 set of dossier as prescribed in Clause 1 of this Article and sends it to the State Bank branch of the locality where the head office of the transaction office is located;

b) Within 14 working days after receiving a complete dossier as prescribed in this Circular, the State Bank branch of the locality where the head office of the transaction office is located shall issue a written approval or disapproval of the request of the commercial bank (including electronic documents). In case of refusal, it shall issue a written reply clearly stating the reason to the commercial bank.

4. Within 45 days after having the written approval of the State Bank branch of the locality where the head office of the branch or transaction office is located as prescribed at Point b Clause 2 and Point b Clause 3 of this Article, the commercial bank shall carry out legal procedures as prescribed by law to terminate operation of its branch or transaction office; send a written report on the date of operation termination to the State Bank (via the Banking Supervision Agency) and the State Bank branch of the locality where the head office of the branch or transaction office.

5. For voluntary termination of operation of representative offices or non-business units, within 5 working days after terminating operation of representative offices or non-business units, commercial banks shall send a written report clearly stating the reason for and date of operation termination to the State Bank (the Banking Supervision Agency), the State Bank branch of the locality where the head office of the representative office or non-business unit is located.

Article 30. Forced termination of operation of domestic branches, transaction offices, representative offices and non-business units

1. The Governor of the State Bank may compel termination of operation of domestic branches of commercial banks.

2. The Chief Inspector of the Banking Supervision Agency may compel termination of operation of domestic transaction offices, representative offices or non-business units of commercial banks.

3. Domestic branches, transaction offices, representative offices or non-business units of commercial banks may be considered terminating operation in either of the following cases:

a) There is proof that the dossier of request for establishment of the branch, transaction office, representative office or non-business unit contains untrue information causing misleading assessment of the eligibility for establishment of the branch, representative office or non-business unit of the commercial bank;

b) Operating inconsistently with the permitted operational content as prescribed by law.

4. Domestic branches of commercial banks shall be forced to terminate their operations if having negative revenue-expense difference for 3 consecutive years, except for the following cases:

a) Head offices of domestic branches of commercial banks established in rural areas;

b) New branches put into operation in the first 3 years.

5. Domestic branches and transaction offices of commercial banks shall be forced to terminate their operations in case of changing locations of head offices of domestic branches and transaction offices without obtaining written approval from the State Bank branches.

6. Based on the cases defined in Clauses 3, 4 and 5 of this Article, the State Bank branch of the locality where the head office of the branch, transaction office, representative office or non-business unit of the commercial bank is located shall send a document clearly stating the reason to the State Bank (the Banking Supervision Agency) to request termination of operation of the branch, transactional office, representative office or non-business unit of the commercial bank.

7. Within 14 working days after receiving the document of the State Bank branch as prescribed in Clause 6 of this Article or during the course of inspection and supervision, if detecting a case defined in Clauses 3, 4 and 5 of this Article, the Banking Supervision Agency shall issue a written request or propose the Governor of the State Bank to issue a written request for the commercial bank to terminate operation of its branch, transaction office, representative office or non-business unit.

8. Within 90 days after the State Bank issues a document as prescribed in Clause 7 of this Article, the commercial bank shall terminate operation of the branch, transaction office, representative office or non-business unit; and send a written report on the date of operation termination to the State Bank or the State Bank branch.

Article 31. Termination of operation and dissolution of overseas branches, representative offices and subsidiary banks

1. Commercial banks shall terminate the operation or dissolve their overseas branches, representative offices or subsidiary banks in accordance with the laws of the host country and relevant Vietnamese laws.

2. Al least 14 working days before the date of termination of operation or dissolution of overseas branches, representative offices or subsidiary banks, commercial banks shall send a written report to the State Bank (the Banking Supervision Agency), clearly stating the reason for and time of operation termination or dissolution.

Article 32. Disclosure of information

Within 7 working days after the date of termination of operation or dissolution of domestic branches, transaction offices, representative offices or non-business units; overseas branches, representative offices or subsidiary banks (except the case of automatic operation termination or dissolution under Article 28 of this Circular), commercial banks shall disclose and list publicly the operation termination or dissolution on their websites, at their head offices and the head offices of their branches managing the transaction offices (in case of terminating operation of transaction offices) and publish on central and local newspapers in provinces and centrally run cities where their branches, transaction offices, representative offices or non-business units are headquartered. Information to be publicly disclosed and published must at least include:

1. Names and addresses of domestic branches, transaction offices, representative offices or non-business units; overseas branches, representative offices or subsidiary banks which are terminated in operation or dissolved.

2. Time of operation termination or dissolution.

3. Responsibilities of the commercial bank for assets, rights, obligations and related interests of domestic branches, transaction offices, representative offices or non-business units; overseas branches, representative offices or subsidiary banks which are terminated in operation or dissolved.

Chapter VI

NOTIFYING BUSINESS REGISTRATION AGENCIES

Article 33. Commercial banks’ provision of information to State Bank branches for notifying business registration agencies

Within 5 working days from the date the commercial bank decides on changing the head of its domestic branch, transaction office or representative office, it shall send a written report of the change of the head to the State Bank branch of locality where its domestic branch, transaction office or representative office is headquartered.

Article 34. Notifying business registration agencies

1. Within 5 working days from the date of receiving the document of the commercial bank specified in Clause 2 Article 15 and Clause 1 Article 16 of this Circular, the State Bank branch shall send a written notice of information about the head, name, address of the branch, transaction office or representative office, together with the written approval of establishment, change of location of the head office of domestic branch, transaction office or representative office (if any) to the provincial-level business registration agency.

2. Within 5 working days from the date of receiving the document of the commercial bank specified in Clauses 6 and 8 Article 19 and Clause 2 Article 20 of this Circular, the State Bank branch shall send a written notice of change of information about address of the branch, transaction office or representative office, together with the written approval of change of location of the head office of branch or transaction office to the provincial-level business registration agency.

3. Within 5 working days from the date of receiving the document of the commercial bank specified in Clause 2 Article 17, Clause 2 Article 20, Article 33 of this Circular, the State Bank branch shall send a written notice of change of information about the head, name of the branch, transaction office or representative office to the provincial-level business registration agency.

4. Within 5 working days from the date of receiving the document of the commercial bank specified in Clauses 4, 5 Article 29 and Clause 8 Article 30 of this Circular, the State Bank branch shall send a written notice and report of the commercial bank to the provincial-level business registration agency.

Chapter VII

IMPLEMENTATION ORGANIZATION

Article 35. Responsibility of commercial banks

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

2. To have plans on development of domestic branches, transaction offices, representative offices and non-business units; overseas branches, representative offices and subsidiary banks and submit them to competent banking authorities for approval annually.

3. Every 6 months, to prepare reports according to Appendix No. 02 to this Circular. Reports shall be made in electronic forms and sent via the reporting system of the State Bank.

4. To make information disclosure in compliance with the regulations in this Circular.

5. To take responsibility for the organization and operation of branches and transaction offices; to report State Bank branches of localities where head offices of branches and transaction offices are located of the handling arising issues concerning the organization and operation of local branches and transaction offices.

6. To regularly manage and supervise operations of branches and transaction offices.

7. To perform other contents defined in this Circular.

Article 36. Responsibilities of State Bank branches of localities where commercial banks locate head offices of their branches, transaction offices, representative offices and non-business units

1. To be responsible before the Governor of the State Bank when performing duties under their competence defined in this Circular.

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

3. To manage, conduct supervision, inspection and examination of operation of branches, transaction offices, non-business units and representative offices of commercial banks in localities, including examination and inspection according to plans, or when necessary for the satisfaction of requirements for operation inauguration, change of locations of branches and transaction offices after commercial banks’ operation inauguration, change of locations of head offices of branches and transaction offices.

5. To make written reports and propose to the Governor of the State Bank to terminate operation of branches, transaction offices, representative offices or non-business units of commercial banks when occurs one of the cases specified in Clauses 3, 4 and 5 Article 30 of this Circular.

4. State Bank branches of localities where the commercial banks’ branches and transaction offices are expected to be headquartered as specified in Clause 5 Article 19 of this Circular shall send a written notice of the approval of change of locations of head offices of branch offices, transaction offices between provinces and centrally run cities to State Bank branches of localities where branches and transaction offices are currently headquartered.

Article 37. Responsibilities of the Banking Supervision Agency

1. To be responsible before the Governor of the State Bank when performing duties under their competence defined in this Circular.

2. To act as the focal point to receive, consider and submit to the Governor of the State Bank for approval or disapproval in accordance with Articles 14, 26 and 30 of this Circular, for the cases under the competence of the Governor of the State Bank as specified in Article 4 of this Circular.

3. To receive dossiers, approve or disapprove in accordance with Articles 14 and 30 of this Circular, for the cases under the competence of the Chief Inspector of the Banking Supervision Agency as prescribed in Article 4 of this Circular.

4. To act as the focal point to consider and submit to the Governor of the State Bank for dealing with matters arising in the establishment, operation termination and dissolution of domestic branches, transaction offices, representative offices and non-business units; and overseas branches, representative offices and subsidiary banks of commercial banks.

5. To provide written approval of establishment of branches, transaction offices and representative offices specified in Article 14 of this Circular to the State Bank branches of localities where the commercial banks’ branches, transaction offices and representative offices are expected to be headquartered to notify business registration agencies.

6. To summarize reports of units as prescribed in this Circular.

Article 38. Responsibilities of related departments of the State Bank

Other departments of the State Bank shall give opinions on relevant issues as directed by the Governor of the State Bank at the proposal of the Banking Supervision Agency.

Chapter VIII

IMPLEMENTATION PROVISIONS

Article 39. Transitional provisions

1. Commercial banks are not required to adjust their number of branches and transaction offices established before the effective date of this Circular. In case of establishing a new unit affiliated to the network, the provisions of this Circular (except for Clause 3 of this Article) shall be complied with.

2. Branches and transaction offices that fail to meet the requirements specified at Point d Clause 1 Article 15 of this Circular must take compliance measures mentioned in this Circular within 6 months from the effective date of this Circular.

3. For commercial banks that have sent written requests for approval of eligibility for establishment of domestic branches and transaction offices; domestics representative offices, non-business units, overseas branches, representative offices and banks with 100% capital to the State Bank before the effective date of this Circular, such requests shall continue to be processed in accordance with Circular No. 21/2013/TT-NHNN dated September 9, 2023, of the Governor of the State Bank of Vietnam, on operational network of commercial banks (amended and supplemented).

Article 40. Effect

1. This Circular takes effect from August 15, 2024.

2. From the effective date of this Circular, the following documents and regulations shall cease to be effective:

a) Circular No. 21/2013/TT-NHNN dated September 9, 2013, of the Governor of the State Bank of Vietnam, providing for the operational network of commercial banks;

b) Circular No. 01/2022/TT-NHNN dated January 28, 2022, of the Governor of the State Bank of Vietnam, amending and supplementing a number of articles of Circular No. 21/2013/TT-NHNN dated September 9, 2013, of the Governor of the State Bank of Vietnam, providing for the operational network of commercial banks;

c) Article 13 of Circular No. 29/2015/TT-NHNN dated December 22, 2015, of the Governor of the State Bank of Vietnam, amending and supplementing a number of legal documents of the State Bank of Vietnam, prescribing dossier components with certified copies;

d) Article 2 of Circular No. 17/2018/TT-NHNN dated August 14, 2018, of the Governor of the State Bank of Vietnam, amending and supplementing a number of articles of the Circulars prescribing the licensing, operation network and foreign exchange operation of credit institutions and foreign bank branches;

dd) Clause 3 Article 1 of Circular No. 14/2019/TT-NHNN dated August 30, 2019, amending and supplementing a number of articles in the Circulars providing regulations on the periodical reporting regime of the State Bank.

Article 41. Implementation organization

Chief of Office, Chief Inspector of the Banking Supervision Agency, Heads of units under the State Bank of Vietnam, commercial banks shall implement this Circular./.

* All Appendices are not translated herein.