Circular 56/2024/TT-NHNN dossiers and procedures for first-time grant of licenses for commercial banks, foreign bank branches and foreign representative offices

CIRCULAR

Specifying dossiers and procedures for first-time grant of licenses for commercial banks, foreign bank branches and foreign representative offices^[1]

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

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

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

Pursuant to the Government’s Decree No. 162/2024/ND-CP of December 20, 2024, specifying conditions for grant of licenses for people’s credit funds and microfinance institutions, and conditions for owners of credit institutions that are single-member limited liability companies, founding shareholders or founding members;

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

The Governor of the State Bank of Vietnam promulgates the Circular specifying dossiers and procedures for first-time grant of licenses for commercial banks, foreign bank branches and foreign representative offices.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular specifies dossiers and procedures for first-time grant of licenses for commercial banks, foreign bank branches and foreign representative offices.

Article 2. Subjects of application

This Circular applies to:

1. Commercial banks.

2. Foreign bank branches.

3. Vietnam-based representative offices of foreign credit institutions and other foreign organizations engaged in banking activities (below referred to as foreign representative offices).

4. Organizations and individuals related to dossiers and procedures for first-time grant of licenses for commercial banks, foreign bank branches and foreign representative offices.

Article 3. Interpretation of terms

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

1. Another foreign organization engaged in banking activities means an organization established in a foreign country in accordance with law of that country and licensed to commercially provide or supply one or several of the following operations on a regular basis:

a/ Receiving deposits;

b/ Extending credit;

c/ Providing via-account payment services.

2. Foreign representative office means a dependent unit of a foreign credit institution or another foreign organization engaged in banking activities that is established in Vietnam. Foreign representative offices may not carry out business activities in Vietnam.

3. Capital-contributing shareholder means an organization or individual that owns at least one share of a joint-stock commercial bank at the time of establishment of the bank.

4. First meeting of the General Meeting of Shareholders means a meeting of founding shareholders and other capital-contributing shareholders of a joint-stock commercial bank after obtaining the State Bank’s in-principle approval, having the tasks of approving the charter of the joint-stock commercial bank, electing members of the Board of Directors and members of the Supervisory Board for the first term of office, and deciding on other issues related to the establishment of the joint-stock commercial bank.

5. First meeting of capital-contributing members means a meeting of founding members and other capital-contributing members of a joint-venture bank or wholly foreign-owned bank that is a limited liability company with two or more members after obtaining the State Bank’s in-principle approval, having the tasks of approving the charter of the bank, electing members of the Members’ Council and members of the Supervisory Board for the first term of office, and deciding on other issues related to the establishment of the bank.

6. Preparatory Board means a group of persons selected by founding shareholders, founding members, owners and the parent bank to act as their/its authorized representatives, performing on the latter’s behalf the tasks related to the application for a license. The Preparatory Board must have at least 2 members with one of them acting as its Head.

7. Focal-point unit in charge of processing license application dossiers means a unit of the State Bank that is assigned to carry out the first-time grant of licenses for commercial banks and foreign bank branches.

Article 4. Operation duration

The operation duration of a commercial bank or foreign bank branch stated in its license must not exceed 99 years; the operation duration of a foreign representative office stated in its license must not exceed 5 years.

Chapter II

GRANT OF LICENSES

Article 5. Competence to decide on grant of licenses

1. The State Bank Governor is competent to decide on the grant of licenses for commercial banks and foreign bank branches.

2. Directors of the State Bank’s branches in localities where foreign representative offices are expected to be located are competent to decide on the grant of licenses for foreign representative offices.

Article 6. Licenses

1. The State Bank shall specify banking activities and other business activities of commercial banks and foreign bank branches, and activities of foreign representative offices, which shall be included in licenses made according to the forms provided in Appendices No. 01, No. 02 and No. 03, respectively, to this Circular.

2. In case its license is lost, torn, burned or otherwise destroyed, the commercial bank, foreign bank branch or foreign representative office shall send a notice thereof, clearly stating the reason, and send a written request by post or directly to the State Bank (the single-window division) for the latter to consider issuing a copy of the license from the master register in accordance with law and in conformity with the competence specified in Article 5 of this Circular.

Within 5 working days after receiving the request, the State Bank shall issue a copy from the master register to the commercial bank, foreign bank branch or foreign representative office.

Article 7. Procedures for grant of licenses

1. Procedures for grant of an establishment and operation license for a commercial bank or an establishment license for a foreign bank branch:

a/ The Preparatory Board shall prepare a dossier of application for a license as specified in Articles 10 and 11; Clauses 1, 2 and 3, Article 12; Clauses 1 thru 6, Article 13; and Clauses 1 thru 13, Article 14, of this Circular, and send it by post or directly to the State Bank (the single-window division).

Within 60 days after receiving the dossier, the State Bank shall send a notice to the Preparatory Board, certifying the receipt of the dossier, and consider and give in-principle approval if the dossier is complete and valid, or request supplementation of the dossier if it is incomplete or invalid;

b/ Within 90 days after sending the notice of receipt of a complete and valid dossier, the State Bank shall issue a document on in-principle approval of the establishment of a commercial bank or foreign bank branch after consulting related agencies. In case of disapproval, the State Bank shall send a written reply to the Preparatory Board, clearly stating the reason;

c/ Within 60 days after receiving the document on in-principle approval of the establishment of the commercial bank or foreign bank branch, the Preparatory Board shall make supplementary documents as specified in Article 10; Clause 4, Article 12; Clause 7, Article 13; and Clause 14, Article 14 of this Circular and send them by post or directly to the State Bank (the single-window division). Past the above-mentioned time limit, if the State Bank receives no or insufficient supplementary documents, the document on in-principle approval automatically becomes invalidated.

Within 5 working days after receiving all supplementary documents, the State Bank shall issue a notice of receipt of supplementary documents.

Within 30 days after receiving all supplementary documents, the State Bank shall grant a license under regulations. In case of refusal to grant a license, the State Bank shall send a written reply to the Preparatory Board, clearly stating the reason.

2. Procedures for grant of a license for a foreign representative office:

a/ A foreign credit institution or another foreign organization engaged in banking activities shall prepare a dossier of application for a license as specified in Articles 10 and 15 of this Circular and send it by post or directly to the State Bank’s branch under Clause 2, Article 5 of this Circular.

Within 30 days after receiving the dossier, the State Bank’s branch shall send a notice to the foreign credit institution or another foreign organization engaged in banking activities, certifying the receipt of the dossier. In case the dossier is incomplete or invalid, the State Bank’s branch shall send a written request to the foreign credit institution or another foreign organization engaged in banking activities for the latter to supplement the dossier;

b/ Within 60 days after sending the notice of receipt of a complete and valid dossier, the State Bank’s branch shall grant a license under regulations. In case of refusal to grant a license, the State Bank’s branch shall send a written reply to the foreign credit institution or another foreign organization engaged in banking activities, clearly stating the reason.

Article 8. Payment of fees for grant of licenses

1. Within 15 days after being granted licenses, commercial banks and foreign bank branches shall pay fees at the State Bank (the Operations Center) or make online payment on the National Public Service Portal.

2. Within 15 days after being granted licenses, foreign representative offices shall pay fees at the State Bank’s branches under Clause 2, Article 5 of this Circular or make online payment on the National Public Service Portal.

3. Fee rates for grant of licenses must comply with the law on charges and fees.

Article 9. Conditions on total assets and financial capacity of foreign credit institutions when applying for licenses for establishment of joint-venture banks, wholly foreign-owned banks or foreign bank branches in Vietnam

1. When applying for a license, a foreign credit institution that is a founding member of a joint-venture bank or the owner of a wholly foreign-owned bank must satisfy the following conditions on total assets and financial capacity:

a/ Having total assets at least equivalent to USD 10 billion as of the end of the year preceding the year in which it submits a dossier of application for a license and by the time of submission of a supplementary dossier of application for a license;

b/ Having operated at a profit for 5 consecutive years preceding the year in which it submits the dossier of application for a license and by the time of submission of a supplementary dossier of application for a license.

2. When applying for a license for establishment of a foreign bank branch, a foreign credit institution that is the parent bank of the to-be-established foreign bank branch must satisfy the following conditions on total assets and financial capacity:

a/ Having total assets at least equivalent to USD 20 billion as of the end of the year preceding the year in which it submits a dossier of application for a license and by the time of submission of a supplementary dossier of application for a license;

b/ The condition specified at Point b, Clause 1 of this Article.

Article 10. Principles of dossier preparation

1. Documents in a dossier of application for a license shall be signed by the Head of the Preparatory Board; documents made according to the forms provided in the Appendices to this Circular must be the originals, and other documents must be certified copies, unless otherwise provided in this Circular. Documents signed by the Head of the Preparatory Board must bear the title “The Preparatory Board for establishment of the commercial bank or foreign bank branch and tentative name of the commercial bank or foreign bank branch”.

Documents in the dossier of application for a license for establishment of a foreign representative office shall be signed by the legal representative of the foreign credit institution or another foreign organization engaged in banking activities, unless otherwise provided in this Circular.

2. A dossier of application for an establishment and operation license for a joint-stock commercial bank shall be made in 1 set in Vietnamese, unless otherwise provided in this Circular.

3. A dossier of application for a license for establishment of a joint-venture bank or a wholly foreign-owned bank, a dossier of application for a license for establishment of a foreign bank branch, or a dossier of application for a license for establishment of a foreign representative office shall be made in 2 sets (1 set in Vietnamese and 1 set in English), unless otherwise provided in this Circular, in which:

a/ Documents in the dossier set in English shall be consularly legalized in accordance with law, except:

(i) A document of the competent authority of the country where the head office of the foreign credit institution or another foreign organization engaged in banking activities is based, which is sent directly to the State Bank; and,

(ii) Financial statements prepared in English;

b/ Vietnamese translations of English-language documents must bear the translators’ signatures certified under Vietnam’s regulations on certification, except the documents specified at Point c of this Clause.

c/ Translations of financial statements shall be certified by organizations or individuals licensed for translation practice in accordance with law;

d/ Vietnamese-language documents that are the originals (or copies from the Vietnamese-language originals) made in Vietnam are not required to be translated into English.

4. Documents that are neither certified copies nor copies issued from the master register shall be produced together with their originals for collation; the collators shall be held responsible for the accuracy of the copies against the originals.

5. Each dossier set shall be accompanied by a list of documents.

Article 11. Dossier of application for an establishment and operation license for a commercial bank

1. An application for an establishment and operation license for a commercial bank, signed by founding shareholders, owners and founding members, which shall be made according to the form provided in Appendix No. 04 to this Circular.

2. The draft charter of the commercial bank.

3. A scheme on establishment of the commercial bank, which must have at least the following contents:

a/ Necessity for the establishment of the commercial bank;

b/ Name of the commercial bank, name of the province/centrally run city where the commercial bank’s head office is expected to be located, operation duration, charter capital at the time of establishment, and operation contents;

c/ Financial capacity of founding shareholders, capital-contributing shareholders, owners, founding members and capital-contributing members;

d/ The tentative organizational chart and operation network of the commercial bank for the first 3 years;

dd/ A tentative list of personnel with detailed descriptions of professional qualifications and work experience in the fields of finance, banking, economics, business administration, law, accounting and audit that meet the requirements for holders of the following positions and titles:

(i) Chairperson, members and independent members of the Board of Directors or the Members’ Council; Heads of Committees of the Board of Directors or the Members’ Council;

(ii) Head and members of the Supervisory Board;

(iii) Chief Executive Officer, Chief Operations Officers, Chief Accountant and heads of affiliated units in the organizational structure of the commercial bank;

e/ Risk management policies: identification, measurement, prevention, management and control of credit risks, operational risks, market risks, interest rate risks on banking books, liquidity risks, concentration risks and other risks arising from key activities and during operation;

g/ Information technology:

(i) Expected financial investment in information technology;

(ii) The information technology system must meet requirements on governance and administration and risk management of the commercial bank and comply with the State Bank’s regulations;

(iii) The ability to apply information technology, which must clearly state: period of technology investment; type of technology expected to be applied; tentative personnel and their ability to apply information technology; assurance that the information system can be integrated and connected with the State Bank’s management system to provide information meeting the State Bank’s management requirements;

(iv) Documents on information technology infrastructure serving the operation of the commercial bank;

(v) Solutions to ensure safety and security corresponding to different types of services to be provided; solutions to ensure the uninterrupted operation of the information technology system;

(vi) Identification, measurement and implementation of risk management plans for technologies expected to be applied in the fields of operation of the commercial bank;

(vii) Expected assignment of responsibilities for reporting and controlling the operation of the information technology system;

h/ The commercial bank’s resilience and development in the market:

(i) Analysis and evaluation of the banking market, stating the current situation, challenges and prospects;

(ii) The commercial bank’s ability to participate and compete in the market, proving the bank’s advantages when participating in the market;

(iii) The strategy for development and expansion of the commercial bank’s operation network, and specific banking activities, types and number of customers, including detailed analyses of the bank’s satisfaction of conditions for conditional operation contents;

i/ Internal control system and internal audit system:

(i) Operation principles of and requirements for the internal control system;

(ii) Drafts of basic internal regulations on the organization and operation of the bank, which must have at least the internal regulations specified in Clause 2, Article 101 of the Law on Credit Institutions and the following regulations: regulations on organization and operation of the Board of Directors, Members’ Council, Supervisory Board, executive officers; and regulations on organization and operation of the head office, branches and other affiliated units;

(iii) Internal audit contents and process;

k/ The tentative business plan for the first 3 years, which must have at least the following contents: market analysis, business strategies, objectives and plans, projected financial statements of each year (balance sheets, reports on business results, cash flow statements, capital adequacy ratios, operational efficiency indicators, and commentaries about the ability to achieve financial goals in each year).

4. Documents proving the capacity of a tentative personnel of the governance, supervisory or administration apparatus:

a/ A curriculum vitae made according to the form provided in Appendix No. 07 to this Circular;

b/ Criminal records certificate:

(i) For tentative personnel holding the Vietnamese citizenship: criminal records certificate issued by the criminal records database management agency, which must have sufficient information on the status of criminal records (including criminal records already expunged and criminal records not yet been expunged) and information on prohibition from holding positions and establishing and managing enterprises and cooperatives;

(ii) For tentative personnel not holding the Vietnamese citizenship: criminal records certificate or a document of equivalent validity (with sufficient information on the status of criminal records; information on prohibition from holding positions and establishing and managing enterprises and cooperatives), which shall be issued by a Vietnamese competent agency or a foreign competent authority under regulations. In case the criminal records certificate or document of equivalent validity issued by a foreign competent authority lacks information on prohibition from holding positions and establishing and managing enterprises or cooperatives, the head of the Preparatory Board shall issue a written explanation about the lack of such information and commit to taking responsibility before law for the fact that the tentative personnel are other than those prohibited from holding positions as specified in the Law on Credit Institutions;

(iii) The criminal records certificate or document of equivalent validity specified at Point b(i) or b(ii) of this Clause shall be issued by a competent agency no more than 6 months before the time of submission of a dossier of application for a license;

c/ Diplomas proving professional qualifications;

d/ Other documents proving the satisfaction of conditions and criteria specified in the Law on Credit Institutions and relevant regulations;

dd/ In case the person expected to be elected as a member of the Board of Directors, the Members’ Council or the Supervisory Board, or as the Chief Executive Officer does not hold the Vietnamese citizenship, he/she shall, in addition to the above-mentioned documents, make a written commitment to fully satisfying the conditions in order to be allowed to reside and work in Vietnam.

5. Minutes of the meeting of founding shareholders and founding members or the owner’s document on the selection of the Preparatory Board and the Head of the Preparatory Board, approval of the draft charter and scheme on establishment of the commercial bank and the list of tentative personnel holding governance, supervisory and administration titles, and selection of the Preparatory Board and the head of the Preparatory Board.

Article 12. Dossier of application for an establishment and operation license for a joint-stock commercial bank

1. Composition of the dossier must comply with Article 11 of this Circular.

2. The list of founding shareholders and the tentative list of capital-contributing shareholders shall be made according to the form provided in Appendix No. 08 to this Circular.

3. Documents required for capital-contributing shareholders:

a/ For an individual:

(i) An application for share purchase, made according to the form provided in Appendix No. 09 to this Circular;

(ii) A list of affiliated persons, made according to the form provided in Appendix No. 11 to this Circular;

(iii) In addition to the above-mentioned documents, a founding shareholder shall submit the following documents:

- Curriculum vitae, made according to the form provided in Appendix No. 07 to this Circular;

- The criminal records certificate issued by the criminal records database management agency, which must have sufficient information on the status of criminal records and information on prohibition from establishing enterprises or cooperatives;

- Financial statements for 3 years preceding the year in which the founding shareholder submits the dossier of application for a license of the enterprise under his/her management or a certified copy of the university or higher degree in finance, banking, economics, business administration, law, accounting or audit;

- A list of assets each valued at VND 100 million or more, debts and supporting documents, made according to the form provided in Appendix No. 12 to this Circular;

b/ For an organization:

(i) An application for share purchase, made according to the form provided in Appendix No. 10 to this Circular;

(ii) A list of affiliated persons, made according to the form provided in Appendix No. 11 to this Circular;

(iii) Establishment license or a document of equivalent validity;

(iv) Passports of the legal representative and the representative of the organization’s contributed capital amount at the bank (for persons not holding the Vietnamese citizenship);

(v) Charter of the organization;

 (vi) The financial statement of the year preceding the year in which the organization submits the dossier of application for a license and the latest financial statement counted from the time of dossier submission which have been independently audited by the auditing unit on the list of auditing units qualified to provide audit services as announced by a competent agency and having no qualified opinion of the auditing unit. In case at the time of submission of the dossier of application for a license, there are no audited financial statements, the unaudited financial statements may be submitted but the audited financial statements shall be submitted immediately after the auditing unit issues the audit report and the organization shall take responsibility for contents of the submitted financial statements;

(vii) In addition to the above-mentioned documents, the founding shareholder shall also submit the following documents:

- Curriculum vitae of the representative of the contributed capital amount, made according to the form provided in Appendix No. 07 to this Circular; criminal records certificate issued by the criminal records database management agency, which must have sufficient information on the status of criminal records;

- Financial statements for 5 consecutive years preceding the year in which the founding shareholder submits the dossier of application for a license which have been independently audited by the auditing unit on the list of auditing units qualified to provide audit services as announced by a competent agency and having no qualified opinion of the auditing unit. In case at the time of submission of the dossier of application for a license, there are no audited financial statements, the unaudited financial statements may be submitted but the audited financial statements shall be submitted immediately after the auditing unit issues the audit report and the founding shareholder shall take responsibility for contents of the submitted financial statements;

- A competent authority’s document permitting the contribution of capital for the establishment of the bank, in case the organization is a state enterprise;

(viii) The original table on determination of financial capacity of an organization other than a credit institution for contribution of capital to the establishment of a joint-stock commercial bank, made according to the form provided in Appendix No. 13 to this Circular;

(ix) Documents proving the satisfaction of conditions for the fulfillment of tax and social insurance obligations: the organization’s commitment to fulfilling tax and social insurance obligations, made according to the form provided in Appendix No. 14 to this Circular; the tax office’s certification of the fulfillment of tax obligations to the state budget; and the social insurance agency’s document showing information on the organization’s payment of social insurance premiums.

4. After receiving the document on in-principle approval, the Preparatory Board shall additionally submit the following documents:

a/ The joint-stock commercial bank’s charter approved by the General Meeting of Shareholders;

b/ Minutes of the first meeting of the General Meeting of Shareholders;

c/ Minutes of the meeting of the Board of Directors, approving the contents on the election of the Chairperson of the Board of Directors; and minutes of the meeting of the Supervisory Board on the election of the Head of the Supervisory Board;

d/ The Board of Directors’ decision on the appointment of the Chief Executive Officer, Chief Operations Officers and Chief Accountant;

dd/ The list of capital-contributing shareholders, made according to the form provided in Appendix No. 08 to this Circular;

e/ The document issued by the commercial bank where the Preparatory Board opens the account for capital contribution, certifying the contributed amounts of capital-contributing shareholders;

g/ The document proving the lawful right to own or use the head office of the joint-stock commercial bank;

h/ Internal regulations on organization and operation of the joint-stock commercial bank as specified at Point i, Clause 3, Article 11 of this Circular which have been approved by the General Meeting of Shareholders or the Board of Directors;

i/ The report of the founding shareholder that is a domestic commercial bank on the satisfaction of the conditions specified in the Law on Credit Institutions and guiding documents, counted from the time of submission of the dossier of application for a license to the time of additional submission of documents;

k/ Other relevant documents.

Article 13. Dossier of application for an establishment and operation license for a joint-venture bank or wholly foreign-owned bank

1. The composition of a dossier must comply with Article 11 of this Circular.

2. Documents required for the owner and a founding member that is a foreign credit institution:

a/ Audited financial statements for 5 consecutive years preceding the year in which the foreign credit institution submits the dossier of application for a license which have no qualified opinion of the auditing unit. In case at the time of submission of the dossier, there are no audited financial statements, the unaudited financial statements may be submitted but the audited financial statements shall be submitted immediately after the auditing unit issues the audit report and the foreign credit institution shall take responsibility for contents of the submitted financial statements;

b/ The establishment and operation license or document of equivalent validity;

c/ The document issued by the competent authority of the country where the foreign credit institution’s head office is based, showing information on the foreign credit institution, specifically as follows:

(i) Permitted activities in the country where the foreign credit institution’s head office is located at the time of submission of the dossier;

(ii) Compliance with the regulations on banking activities and other regulations in 5 years preceding the year in which the dossier is submitted and by the time of submission of the dossier;

(iii) The capital adequacy ratio and other prudential ratios as specified by the country where the foreign credit institution’s head office is located in the year preceding the year in which the dossier is submitted and by the time of submission of the dossier;

(iv) Compliance with regulations on risk management and making of provisions in the year preceding the year in which the dossier is submitted and by the time of submission of the dossier;

d/ The document issued by the international credit rating agency that shows the rating of the foreign credit institution within 6 months before the time of submission of the dossier;

dd/ The charter of the foreign credit institution;

e/ The report on the establishment, operation and development orientations of the foreign credit institution by the time of submission of the dossier;

g/ The decision on appointment of the representative of the foreign credit institution’s contributed capital amount at the joint-venture bank or wholly foreign-owned bank in accordance with law, enclosed with a copy of his/her passport.

3. A dossier for a founding member of a joint-venture bank being a Vietnamese commercial bank or a non-bank enterprise must comprise the documents specified at Point b, Clause 3, Article 12 of this Circular, except the application for share purchase.

4. The joint venture contract with principal contents specified by law; the capital contribution agreement between the founding members, for wholly foreign-owned banks.

5. The document issued by a competent authority of the country where the foreign credit institution’s head office is located, showing the commitment to ensuring its ability to supervise all operations of the foreign bank (including also those of the joint-venture bank or wholly foreign-owned bank in Vietnam) on the basis of consolidation in accordance with international practices.

6. The commitment of the owner and the founding members to:

a/ Providing support in terms of finance, technology, governance, administration and operation to the joint-venture bank or wholly foreign-owned bank;

b/ Ensuring that the real value of the charter capital of the joint-venture bank or wholly foreign-owned bank is not lower than the legal capital level and that the bank complies with the State Bank’s regulations on operational safety.

7. After receiving the document on in-principle approval, the Preparatory Board shall additionally submit the following documents:

a/ The bank’s charter approved by the Members’ Council;

b/ The document issued by the commercial bank where the Preparatory Board opens its account for capital contribution, certifying the contributed capital amounts of founding members;

c/ The document proving the lawful right to own or use the head office of the commercial bank;

d/ Internal regulations on organization and operation of the joint-venture bank or wholly foreign-owned bank as specified at Point i, Clause 3, Article 11 of this Circular which have been approved by the Members’ Council;

dd/ The report of the founding member being a domestic commercial bank on its satisfaction of the conditions specified in the Law on Credit Institutions and guiding documents, counted from the time of submission of the dossier to the time of additional submission of documents;

e/ The document issued by the competent authority of the country where the foreign credit institution’s head office is located, stating that the owner or founding member being the foreign credit institution satisfies the conditions specified in the Law on Credit Institutions and guiding documents, counted from the time of submission of the dossier to the time of additional submission of documents;

g/ In addition to the documents specified at Points a, b, c, d, dd and e of this Clause, the Preparatory Board for the establishment of a wholly foreign-owned bank that is a single-member limited liability company shall additionally submit the following documents:

(i) The owner’s decisions on the appointment of the Chairperson of the Members’ Council, members of the Members’ Council, members of the Supervisory Board, Chief Executive Officer, Chief Operations Officers, and Chief Accountant;

(ii) Minutes of the meeting of the Supervisory Board on the election of the Head of the Supervisory Board.

h/ In addition to the documents specified at Points a, b, c, d, dd and e, Clause 7 of this Article, the Preparatory Board for the establishment of a joint-venture bank or a wholly foreign-owned bank that is a limited liability company with two or more members shall additionally submit the following documents:

(i) Minutes of the first meeting of capital-contributing members;

(ii) Minutes of the meeting of the Members’ Council approving the contents on the election of the Chairperson of the Members’ Council; minutes of the meeting of the Supervisory Board on the election of the Head of the Supervisory Board;

(iii) Decisions of the Members’ Council on the appointment of the Chief Executive Officer, Chief Operations Officers, and Chief Accountant;

i/ Other relevant documents.

Article 14. Dossier of application for a license for establishment of a foreign bank branch

1. An application for a license for establishment of a foreign bank branch, signed by the foreign bank’s legal representative, which shall be made according to the form provided in Appendix No. 05 to this Circular.

2. A scheme for establishment of a foreign bank branch, which must have the following principal contents:

a/ Necessity of the establishment of the foreign bank branch;

b/ Name of the foreign bank branch, name of the province/centrally run city where the branch is expected to be located, operation contents, operation duration, and capital allocated upon establishment;

c/ The tentative organizational chart and list of personnel of the foreign bank branch in accordance with Articles 97 and 98 of the Law on Credit Institutions. The tentative list of personnel must have detailed descriptions of their professional qualifications, work experience, and risk management capacity to meet the requirements for respective position holders;

d/ Risk management policies: identifying, measuring, preventing, managing and controlling credit risks, operational risks, market risks, interest rate risks on banking books, liquidity risks, concentration risks and other risks arising from key activities and during operation;

dd/ Information technology:

(i) Projected financial investment in information technology;

(ii) The information technology system must meet the requirements on governance and administration and risk management of the foreign bank branch and comply with the State Bank’s regulations;

(iii) The ability to apply information technology, clearly stating: period of technology investment; type of technology expected to be applied; tentative personnel and their ability to apply information technology; assurance that the information system can be integrated and connected with the State Bank’s management system to provide information meeting the State Bank’s management requirements;

(iv) Documents on information technology infrastructure serving the operation of the foreign bank branch;

(v) Solutions to ensure safety and confidentiality corresponding to the types of services to be provided;

(vi) Identification, measurement and implementation of risk management plans for technologies expected to be applied in the fields of operation of the foreign bank branch;

(vii) Tentative assignment of responsibilities for reporting and controlling the operation of the information technology system;

e/ Resilience and development of the foreign bank branch in the market:

(i) Analysis and evaluation of the banking market, stating the practical situation, challenges and prospects;

(ii) The foreign bank branch’s ability to participate and compete in the market with proved advantages of the foreign bank branch when participating in the market;

(iii) Strategies for development and expansion of the foreign bank branch’s operation network, and specific banking activities, types and number of customers, analyzing the satisfaction of conditions for conditional operations;

g/ Internal control and audit systems:

(i) Requirements for the internal control system;

(ii) Draft basic internal regulations on organization and operation of the foreign bank branch, which must have at least internal regulations specified in Clause 2, Article 101 of the Law on Credit Institutions, and regulations on organization and operation of the foreign bank branch;

(iii) Internal audit operation process;

h/ The tentative business plan for the first 3 years, which must have at least the following contents: market analysis, strategies, objectives and action plans to achieve such objectives, tentative financial statements of each year (balance sheets, reports on business results, cash flow statements, capital adequacy ratio, operational efficiency indicators, and commentaries about the ability to achieve financial indicators in each year).

3. Charter of the parent bank.

4. The curriculum vitae of the expected Chief Executive Officer of the foreign bank branch, made according to the form provided in Appendix No. 07 to this Circular, which shall be certified by the parent bank; criminal records certificate as specified at Point b, Clause 4, Article 11 of this Circular; certified copies of diplomas and certificates proving the expected Chief Executive Officer’s capacity and professional qualifications and documents proving his/her satisfaction of conditions and criteria specified in the Law on Credit Institutions and relevant regulations.

5. The establishment and operation license or document of equivalent validity issued to the parent bank by the competent authority of the country where the foreign credit institution’s head office is located.

6. The document issued by the competent authority of the country where the foreign credit institution’s head office is located, showing information about the parent bank, specifically as follows:

a/ Permitted activities in the country where the foreign credit institution’s head office is located at the time of submission of the dossier;

b/ Compliance with regulations on banking activities and other regulations in 5 years preceding the year in which the dossier is submitted and by the time of submission of the dossier;

c/ Capital adequacy ratio and other prudential ratios as specified by the country where the foreign credit institution’s head office is located in the year preceding the year in which the dossier is submitted and by the time of submission of the dossier;

d/ Compliance with regulations on risk management and making of provisions in the year preceding the year in which the dossier is submitted and by the time of submission of the dossier.

7. The document issued by the competent authority of the country where the foreign credit institution’s head office is located, committing to supervising all activities of the parent bank (including also those of the foreign bank branch in Vietnam) on the basis of consolidation according to international practices.

8. Audited financial statements for 5 consecutive years preceding the year in which the parent bank’s dossier of application for a license is submitted.

9. The document issued by the international credit rating agency showing the rating of the parent bank within 6 months before the time of submission of the dossier.

10. The parent bank’s document stating its full responsibility for all obligations and commitments of its branch in Vietnam, and ensuring that the real value of the branch’s allocated capital is not lower than the legal capital level and that the branch implements regulations on restrictions to ensure operational safety in accordance with the Law on Credit Institutions.

11. Report on the establishment, operation and development orientations of the parent bank by the time of submission of the dossier.

12. The parent bank’s document signed by its legal representative on the appointment of the Preparatory Board and authorization for the Head of the Preparatory Board.

13. The parent bank’s document signed by its legal representative, together with a document proving that the foreign bank branch operating in Vietnam satisfies the conditions specified at Point d, Clause 3, Article 29 of the Law on Credit Institutions in case the parent bank applies for establishment of its foreign bank branch in Vietnam from the second one onward.

14. After receiving the document on in-principle approval, the Preparatory Board shall additionally submit the following documents:

a/ The document on appointment of the Chief Executive Officer of the foreign bank branch, signed by the parent bank’s legal representative;

b/ The document proving the lawful right to use the head office of the foreign bank branch;

c/ Internal regulations on organization and operation of the foreign bank branch as specified at Point g, Clause 2 of this Article which have been approved by the parent bank;

d/ The document issued by the competent authority of the country where the foreign credit institution’s head office is located, stating that the parent bank satisfies the conditions specified in the Law on Credit Institutions and guiding documents, counted from the time of submission of the dossier to the time of additional submission of documents;

e/ Other relevant documents.

Article 15. Dossier of application for an establishment license of a foreign representative office

1. An application for an establishment license of a foreign representative office, signed by the legal representative of the foreign credit institution or another foreign organization engaged in banking activities, which shall be made according to the form provided in Appendix No. 06 to this Circular.

2. An operation license or a document of equivalent validity granted by the competent authority of the country where the head office of the foreign credit institution or another foreign organization engaged in banking activities is located to the credit institution or organization.

3. A document issued by the competent authority of the country where the head office of the foreign credit institution or another foreign organization engaged in banking activities is located, indicating information on law observance by the credit institution or organization.

4. A document issued by the competent authority of the country where the head office of the foreign credit institution or another foreign organization engaged in banking activities is located, permitting the credit institution or organization to establish its foreign representative office in Vietnam.

5. A report on the establishment and operation of the foreign credit institution or another foreign organization engaged in banking activities by the time of submission of the dossier and the development orientations of the credit institution or organization in Vietnam.

6. An audited financial statement of the year preceding the year in which the dossier is submitted, of the credit institution or organization.

7. A curriculum vitae of the expected head of the foreign representative office, made according to the form provided in Appendix No. 07 to this Circular, which shall be certified by the foreign credit institution or organization; his/her criminal record certificate as specified at Point b, Clause 4, Article 11 of this Circular; and diplomas and certificates proving his/her capacity and professional qualifications.

8. A document proving the right or future right to lawfully use the head office of the foreign representative office.

Chapter III

RESPONSIBILITIES OF RELATED ORGANIZATIONS AND INDIVIDUALS

Article 16. Responsibilities of the Preparatory Board

1. To prepare and submit a dossier under this Circular.

2. After receiving a document on in-principle approval, the Preparatory Board shall:

a/ Organize the first meeting of the General Meeting of Shareholders, and the first meeting of capital-contributing members to approve the contents specified in Clauses 4 and 5, Article 3 of this Circular;

b/ Notify capital-contributing shareholders, owners, capital-contributing members, and the parent bank for them to deposit money into the account opened by the Preparatory Board at a Vietnamese commercial bank.

3. To instruct capital-contributing shareholders to make capital contributions and appraise their dossiers.

4. To be held responsible for the completeness and accuracy of the dossier submitted to the State Bank of Vietnam.

5. To notify capital-contributing shareholders, founding members and the parent bank of the reasons for the refusal to grant the license in case the State Bank refuses to grant approval.

6. To defend the contents of the Scheme on establishment of the commercial bank or foreign bank branch before the Appraisal Council.

7. To present to the Appraisal Council on the satisfaction of all conditions for grant of the license as requested by the State Bank.

Article 17. Responsibilities of the Head of the Preparatory Board

1. To convene meetings of the General Meeting of Shareholders and the first meeting of founding members in accordance with law.

2. To sign documents within his/her competence to request the establishment of a commercial bank or foreign bank branch, until the State Bank grants the license to the commercial bank or foreign bank branch.

Article 18. Responsibilities of organizations and individuals involved in dossiers of application for licenses of commercial banks, foreign bank branches and foreign representative offices

Organizations and individuals related to dossiers of application for licenses of commercial banks, foreign bank branches and foreign representative offices shall fully, accurately and promptly provide information as requested by the State Bank and the Preparatory Board under this Circular, and take responsibility before law for the provided information.

Article 19. Notification of information on grant of licenses, information on legal representatives of commercial banks, and information on Chief Executive Officers of foreign bank branches and heads of foreign representative offices to business registration agencies

Within 5 working days after the State Bank grants a license, the State Bank (a focal-point unit in charge of processing license application dossiers) or the State Bank’s branch shall, according to the competence specified in Article 5 of this Circular, send a written notice together with the license and information on the legal representative of the commercial bank, information on the Chief Executive Officer of the foreign bank branch, or information on the head of the foreign representative office to the provincial-level business registration agency of the locality where the commercial bank, foreign bank branch or foreign representative office is headquartered for updating to the national information system on enterprise registration.

Article 20. Coordination in grant of licenses

1. After receiving a letter of confirmation of a complete and valid dossier, the State Bank shall send a written request to:

a/ The People’s Committee of the province or centrally run city where the head office of the commercial bank or foreign bank branch is expected to be located, for seeking opinions about the location of the head office of the bank or branch;

b/ The Ministry of Public Security, for seeking opinions about the tentative list of personnel to be elected or appointed as members of the Board of Directors, members of the Members’ Council and members of the Supervisory Board, and the Chief Executive Officer of the commercial bank or foreign bank branch;

c/ Other related organizations and agencies (when necessary).

2. The State Bank shall make consideration and issue a document on in-principle approval of the establishment of the commercial bank or foreign bank branch based on the opinions of related agencies.

Article 21. Appraisal Council

1. The Council for appraisal of dossiers of application for establishment and operation licenses of commercial banks or establishment licenses of foreign bank branches (below referred to as the Appraisal Council) shall be established under the decision of the State Bank Governor, composed of the State Bank Governor or a Deputy Governor (as authorized by the Governor) acting as the Chairperson, and heads of a number of units under the State Bank acting as members. The Appraisal Council shall operate under the Regulation issued by the Governor.

2. Tasks of the Appraisal Council: To appraise a dossier of application for an establishment and operation license of a commercial bank or an establishment license of a foreign bank branch. During the appraisal process, the Appraisal Council may conduct direct interviews to evaluate banking-related professional qualifications and knowledge of personnel to be elected as holders of administration and executive titles of the commercial bank, and the expected Chief Executive Officer of foreign bank branch; and appraise the rationality and feasibility of each content of a Scheme on establishment of the commercial bank or foreign bank branch.

Article 22. Responsibilities of the focal-point unit in charge of processing license application dossiers

1. To act as a focal point in receiving and appraising dossiers of application for establishment and operation licenses of commercial banks, and dossiers of application for establishment licenses of foreign bank branches:

a/ For a dossier of application for an establishment and operation license of a commercial bank or a dossier of application for an establishment license of a foreign bank branch, before granting in-principle approval, the focal-point unit shall:

(i) Appraise the completeness and validity of the dossier and submit the dossier to the State Bank Governor for him/her to send a document to the Preparatory Board for issuing confirmation of the completeness and validity of the dossier or for requesting dossier supplementation;

(ii) Appraise the dossier and send a written request for dossier appraisal enclosed with the dossier to members of the Appraisal Council for consideration. The written request for dossier appraisal must clearly state the appraisal result and proposal for grant of the license;

(iii) Summarize opinions of members of the Appraisal Council and propose the Chairperson of the Appraisal Council to convene a meeting of the Council’s members for consideration of the dossier;

(iv) Based on the minutes of the Appraisal Council’s meeting, submit to the State Bank Governor for sending a document to the Preparatory Board on grant of in-principle approval or refusal to grant in-principle approval (clearly stating the reason).

The document on in-principle approval must have the following contents: in-principle approval of the establishment of the commercial bank or foreign bank branch; approval of the tentative list of personnel of the commercial bank or foreign bank branch; and approval of the organizational structure, and administration and executive, internal control, and internal audit systems of the foreign bank branch;

b/ For documents supplemented after grant of in-principle approval:

After receiving documents supplemented to the dossier, the focal-point unit shall appraise and submit them to the State Bank Governor for signing a decision on grant of the establishment license of the commercial bank or foreign bank branch if the dossier is complete and valid and meets the law-specified conditions, or for issuing a written refusal to grant the license (clearly stating the reason).

2. To notify in writing to the provincial-level business registration agency in the locality where the head office of the commercial bank or foreign bank branch is located under Article 19 of this Circular.

3. To manage and archive license application dossiers after granting the license.

4. To handle problems arising in the course of implementation of this Circular.

5. To supervise the commercial bank or foreign bank branch after it commences operation under the Scheme on establishment of the commercial bank or foreign bank branch.

Article 23. Responsibilities of other units under the State Bank

1. The State Bank’s branches:

a/ Within 30 days after the focal-point unit in charge of processing license application dossiers specified in Clause 7, Article 3 of this Circular sends a written request, the State Bank’s branch where the head office of the to-be-established commercial bank or foreign bank branch is expected to be located shall appraise the license application dossier and send a written reply to the focal-point unit;

b/ To assume the prime responsibility for directly examining, directing and supervising the commercial bank or foreign bank branch to implement, and ensure the satisfaction of the conditions specified by, law and regulations of the State Bank before commencing operation;

c/ To suspend the commencement of operation of the commercial bank or foreign bank branch in case it fails to satisfy the conditions for operation commencement;

d/ To report to the State Bank Governor on the conditions for and situation of the commencement of operation of the commercial bank or foreign bank branch;

dd/ To receive and appraise dossiers under Article 15 of this Circular;

e/ To send a written request to the provincial-level People’s Committee of the locality where the foreign representative office is expected to be located for seeking its opinions on the location of the foreign representative office when granting an establishment license of the foreign representative office under Clause 2, Article 5 of this Circular;

g/ To manage and archive license application dossiers after granting the license;

h/ To notify the Ministry of Public Security (the Department of Economic Security) of the personnel acting as the head of the foreign representative office after granting  the establishment license of the foreign representative office;

i/ To send a written notice to the provincial-level business registration agency of the locality where the foreign representative office is located under Article 19 of this Circular;

k/ To guide the foreign representative office to pay the licensing fee.

2. Other related units under the State Bank shall coordinate with one another in the licensing work under regulations.

Chapter IV

IMPLEMENTATION PROVISIONS

Article 24. Effect

This Circular takes effect on December 24, 2024.

Article 25. Organization of implementation

Heads of units under the State Bank, commercial banks, foreign bank branches, foreign representative offices and related organizations and individuals shall implement this Circular.-

For the State Bank Governor
Deputy Governor
DOAN THAI SON

* The Appendices to this Circular are not translated.