Circular 57/2024/TT-NHNN on the dossiers and procedures for non-bank credit institutions to obtain licenses for the first time

 CIRCULAR

On the dossiers and procedures for non-bank credit institutions to obtain licenses for the first time

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

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

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

Pursuant to the Government’s Decree No. 162/2024/ND-CP dated December 20, 2024 prescribing conditions for granting licenses to people's credit funds, micro-finance institutions and conditions for owners of credit institutions that are single-member limited liability companies, founding shareholders, and founding members;

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

The State Bank of Vietnam hereby promulgates the Circular on the dossiers and procedures for non-bank credit institutions to obtain licenses for the first time.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular prescribes the dossiers and procedures for non-bank credit institutions to obtain licenses for the first time.

Article 2. Subjects of application

1. General finance companies.

2. Specialized finance companies.

3. Organizations and individuals in connection with the grant of licenses for non-bank credit institutions.

Article 3. Interpretation of terms

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

1. Foreign credit institutions contributing capital to establish non-bank financial institutions (hereinafter referred to as foreign credit institutions) include banks, finance companies, and financial groups.

2. Initial capital contributing shareholder means a shareholder who owns at least one common share of the non-bank financial institution at the time of its establishment.

3. Capital contributing members mean Vietnamese enterprises, Vietnamese commercial banks, foreign credit institutions that contribute capital to limited liability non-bank credit institutions with two or more members.

4. Founding Conference means a conference of founding shareholders, founding members and other capital contributing members, of which the responsibilities are to:

a) Adopt the draft Charter of the non-bank financial institution; the scheme for establishment of the non-bank financial institution; and the proposed list of candidates for election or appointment to the positions of Chairman and members of the Board of Directors or the Members’ Council, Head and members of the Supervisory Board, and Chief Executive Officer (Director) of the non-bank financial institution for the first tenure;

b) Elect the Preparatory Committee and its Chairperson;

c) Decide on other matters related to the establishment of the non-bank financial institution.

5. Preparatory Committee means a group of individuals authorized by the founding shareholders, founding members, and owners to represent them in carrying out the tasks related to the application for a license. The Preparatory Committee shall consist of at least 02 members, 01 of whom serves as the Chairperson.

6. Founding General Meeting means a meeting of the founding shareholders, initial capital contributing shareholders, founding members, and contributing members, held after the State Bank of Vietnam (hereinafter referred to as the State Bank) has granted in-principle approval for the establishment, of which the responsibilities are to:

a) Adopt the Charter of the non-bank credit institution;

b) Elect and appoint individuals to the positions of members of the Board of Directors or the Members’ Council, and members of the Supervisory Board for the first tenure, in accordance with the list of expected personnel approved by the State Bank;

c) Adopt the internal regulations governing the organization and operations of the Board of Directors or the Members' Council, and Supervisory Board;

d) Decide on other matters related to the establishment of the non-bank credit institution.

7. Point of contact responsible for processing dossiers of application for licenses means an affiliate to the State Bank of Vietnam, assigned the task of granting licenses to non-bank credit institutions for the first time.

Article 4. Legal form of a non-bank credit institution

1. Non-bank credit institutions shall be organized in the legal form prescribed in Clause 3 and Clause 4, Article 6 of the Law on Credit Institutions.

2. A non-bank credit institution may be organized in the legal form of a limited liability company with two or more members, with capital contributions from Vietnamese commercial banks and Vietnamese enterprises (in which at least one Vietnamese commercial bank owns at least 30% of the total charter capital of the non-bank credit institution), or with capital contributions from multiple Vietnamese commercial banks, in compliance with Clause 1, Article 77 of the Law on Credit Institutions.

3. A joint venture non-bank credit institution shall be organized in the form of a limited liability company with two or more members, with capital contributions from the Vietnamese party (comprising one or more Vietnamese commercial banks and Vietnamese enterprises) and the foreign party (comprising one or more foreign credit institutions) based on a joint venture agreement, in compliance with Clause 1, Article 77 of the Law on Credit Institutions.

4. A wholly foreign-owned non-bank credit institution shall be organized in the form of a single-member limited liability company owned by one foreign credit institution or a limited liability company with two or more members with capital contributions from multiple foreign credit institutions, in compliance with Clause 1, Article 77 of the Law on Credit Institutions.

Article 5. Operation duration

Operation duration of a non-bank credit institution shall be stated in the license and not exceed 50 years.

Chapter II

PROVISIONS ON LICENSING

Article 6. Licenses

1. The State Bank of Vietnam shall detail banking activities and other business operations in the license granted to each non-bank credit institution, made using the license form corresponding to each respective type of non-bank credit institution provided in Appendices No. 01, 02, 03, and 04 to this Circular.

2. In cases where the license is lost, torn, burnt, or otherwise damaged, the non-bank credit institution must submit a written request, stating the reasons, either by postal service or in person at the headquarters of the State Bank of Vietnam (the Single-Window section) for a certified copy of the license issued from the original, in accordance with the law regulations.

Within 05 working days from the date of receiving the request, the State Bank shall re-issue a certified copy of the license from the original to the non-bank credit institution.

Article 7. Licensing procedures

1. The Preparatory Committee shall prepare a dossier of application for the license as prescribed in Article 10, Article 11, Clauses 1, 2, 3 of Article 12, Clauses 1, 2, 3, 4, 5, 6, 7 of Article 13 of this Circular and submit it either by postal service or in person at the headquarters of the State Bank (the Single-Window section).

Within 60 days from the date of receiving the dossier of application for the license, the State Bank shall send a written document to the Preparatory Committee confirming the receipt of a complete and valid dossier for consideration of in-principle approval or requesting supplementation of the dossier if the dossier of application for the license is incomplete or invalid.

2. Within 90 days from the date of sending the written confirmation of receipt of a complete and valid dossier, the State Bank shall grant a written in-principle approval for the establishment of the non-bank credit institution. In case of disapproval, the State Bank shall send a written response to the Preparatory Committee, stating the reasons for such disapproval.

3. Within 60 days from the date of receiving the written in-principle approval for the establishment of the non-bank credit institution, the Preparatory Committee shall prepare supplementary documents as prescribed in Clause 4, Article 12, Clause 8, Article 13 of this Circular and submit them either by postal service or in person at the headquarters of the State Bank (the Single-Window section). Beyond the above-mentioned time limit, if the State Bank does not receive or receives incomplete supplementary documents, the in-principle approval shall automatically become invalid.

Within 05 working days from the date of receiving all supplementary documents, the State Bank shall send a written confirmation to the Preparatory Committee acknowledging the receipt of all the supplementary documents.

4. Within 30 days from the date of receiving all the supplementary documents, the State Bank shall proceed to grant the license as prescribed. In case of refusal to grant the license, the State Bank shall send a written response to the Preparatory Committee, stating the reasons for such refusal.

Article 8. Payment of licensing fees

1. Within 15 days from the date of being granted the license, the non-bank credit institution must pay the licensing fee to the State Bank (Central Banking Department) or make online payment on the National Public Service Portal.

2. The licensing fee rates shall comply with the law regulations on fees and charges.

Article 9. Conditions on total assets and financial position for foreign credit institutions applying for licenses

When applying for a license, a foreign credit institution that is a founding member or owner of a non-bank credit institution must meet the following conditions regarding total assets and financial position:

1. It must have the total assets equivalent to at least USD 10 billion at the end of the year preceding the year of submitting the dossier of application for the license and by the time of submitting the supplementary dossier of application for the license;

2. It must operate profitably for 03 consecutive years preceding the year of submitting the dossier of application for the license and by the time of submitting the supplementary dossier of application for the license.

Article 10. Principles for preparation of a dossier

1. Documents in a dossier of application for the license must be signed by the Head of the Preparatory Committee, and documents prepared in accordance with the Appendices to this Circular must be original; other documents may be authenticated copies, unless otherwise prescribed in this Circular. Documents signed by the Head of the Preparatory Committee must have the title “Preparatory Committee for the establishment and the proposed name of the non-bank credit institution”.

2. To apply for the license for a domestic non-bank credit institution, 01 dossier in Vietnamese shall be prepared, unless otherwise prescribed in this Circular.

3. To apply for the license for a joint-venture non-bank credit institution or a wholly foreign-owned non-bank credit institution, 02 dossiers (of which 01 in Vietnamese and 01 in English) shall be prepared, unless otherwise prescribed in this Circular, where:

a) The English dossier must be consular legalized as prescribed by law, except for the following documents:

(i) Written documents from competent authorities of the country where the foreign credit institution's head office is located sent directly to the State Bank;

(ii) Financial statements prepared directly in English;

(iii) Other documents exempted from consular legalization as prescribed by the law regulations on consular legalization.

b) For translations from English into Vietnamese, the translator's signature must be certified in accordance with the Vietnamese law regulations on notarization, except for the documents prescribed at Point c of this clause;

c) Translations of financial statements must be certified by organization(s) or individual(s) licensed to provide translation services as prescribed by law;

d) Vietnamese documents that are original copies (or certified copies from Vietnamese originals) prepared in Vietnam shall not be translated into English.

4. In cases where the documents are copies other than authenticated copies or exact copies from the master register or copies with the presentation of originals for collation, the person collating them shall be held accountable for the accuracy of the copies compared to the originals.

5. Each dossier must contain a list of documents.

Article 11. General dossier of application for a license

1. A written application for the license, signed by the founding shareholders, owners, and founding members and made according to the form provided in Appendix No. 05 to this Circular.

2. The draft Charter of the non-bank credit institution.

3. The scheme for establishment of the non-bank credit institution (unless otherwise prescribed in Clause 4 of this Article), including at least the following details:

a) The necessity of establishment;

b) The proposed name of the non-bank credit institution to be established, type, name of the province/municipality where the head office is expected to be located, operational duration, charter capital upon establishment, detailed operations and ability to meet the conditions for banking operations as prescribed by law for the type of the non-bank credit institution to be established;

c) The financial capacity of founding shareholders, initial capital contributing shareholders, owners, founding members and capital contributing members;

d) An organizational chart and operational network expected for the first 03 years;

dd) A list of expected personnel, detailing their qualifications and professional experience in finance, banking, economics, business administration, law, accounting, and auditing, which meet the requirements of each position and title:

(i) Chairperson, members, independent members of the Board of Directors or the Members' Council; heads of committees subordinate to the Board of Directors or the Members' Council;

(ii) Head and members of the Supervisory Board;

(iii) Chief Executive Officer (Director), Deputy Chief Executive Officers (Deputy Directors), Chief Accountant, and heads of affiliates to its organizational structure.

e) The risk management policy: Identification, measurement, prevention, management, and control of credit risk, operational risk, market risk, liquidity risk, and other risks during operation;

g) Information technology:

(i) Expected financial investment in information technology;

(ii) The information technology system that must meet the requirements of management, administration, risk management, and the regulations of the State Bank;

(iii) The ability to apply information technology, specifying: the time of technology investment implementation; the type of technology expected to be applied; expected personnel and their ability to apply information technology; ensuring the information system can be integrated and connected with the management system of the State Bank to provide information as required by the State Bank;

(iv) A dossier on information technology infrastructure serving the operation of the non-bank credit institution;

(v) Solutions to ensure security and confidentiality corresponding to the type of service expected to be deployed; solutions to ensure continuous operation of the information technology system;

(vi) Identification, measurement, and implementation of risk management plans for the technology expected to be applied in the field of operation of the non-bank credit institution;

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

h) The ability for sustainable development in the market:

(i) Market analysis and assessment, stating the current situation, challenges, and prospects;

(ii) The ability to participate and compete in the market, demonstrating the advantages of entering the market;

(iii) Development strategy, expansion of the operational network and banking operational content, target customers, detailed analysis of the fulfillment of conditions for conditional operations;

i) Internal control system and internal audit system:

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

(ii) Draft basic internal regulations on the organization and operations of the non-bank credit institution, at least including the internal regulations prescribed in Clause 2, Article 101 of the Law on Credit Institutions and the following regulations: Regulations on the organization and operations of the Board of Directors/Member's Council, Supervisory Board, Executives; Regulations on the organization and operations of the head office, branches, and other affiliates;

(iii) Details and operating procedures of internal audit;

k) The business plan for the first 03 years, including at least the following details: Market analysis, strategy, objectives, and business plan; projected financial statements for each year (balance sheet, performance statement, cash flow statement, minimum capital adequacy ratio, operational efficiency indicators, and explanations on the feasibility of achieving financial indicators in each year).

4. The scheme for establishment of the non-bank credit institution approved by the owner, including at least those prescribed in Clause 3 of this Article (except for Points a, c) in cases where the owner is a commercial bank subject to mandatory transfer establishing a non-bank credit institution to implement the approved mandatory transfer plan.

5. Documents proving the capacity of the expected management, control, and executive personnel:

a) Curriculum vitae, using the form provided in Appendix No. 06 to this Circular;

b) Criminal record certificates:

(i) For expected personnel with Vietnamese nationality: Criminal record certificates granted by the authority managing the criminal record database, which must contain full information regarding criminal record status (including expunged and unexpunged criminal records) and information regarding the prohibition from holding positions, establishing, and managing enterprises and cooperatives;

(ii) For expected personnel without Vietnamese nationality: Criminal record certificates or equivalent documents (which contain full information regarding criminal record status; information regarding the prohibition from holding positions, establishing, and managing enterprises and cooperatives) granted by competent authorities of Vietnam or competent authorities of foreign countries as prescribed. In cases where a criminal record certificate or any equivalent document, issued by a competent foreign authority, does not contain information regarding any prohibition from holding positions, establishing, and managing enterprises or cooperatives, the Head of the Preparatory Committee must submit a written statement clarifying that no competent authority in the country, where the criminal record certificate or the equivalent document is granted, provides such information, and must affirm their commitment to bear accountability to the law for ensuring that the expected management, control, and executive personnel are not subject to any prohibition from holding such positions, establishing, and managing enterprises or cooperatives, in accordance with the Law on Credit Institutions;

(iii) Criminal record certificates or equivalent documents prescribed at Points b(i) and b(ii) must be granted by competent authorities no more than 06 months before the non-bank credit institution submits the dossier of application for the license;

c) Diplomas proving professional qualifications;

d) Other documents proving the fulfillment of conditions and standards as prescribed in the Law on Credit Institutions and relevant law regulations;

dd) In cases where the candidate to be elected as a member of the Board of Directors/Member's Council, Head of the Supervisory Board, or Chief Executive Officer (Director) does not have Vietnamese nationality, in addition to the above documents, he/she must have a written commitment to meet all conditions for residence and work in Vietnam.

6. Minutes of the founding conference of the founding shareholders, founding members, or document of the owner on the selection of the Preparatory Committee, Head of the Preparatory Committee, adoption of the draft Charter and the scheme for establishment of the non-bank credit institution, and approval of the list of expected management, control, and executive positions and the selection of the Preparatory Committee and Head of the Preparatory Committee.

Article 12. Dossier of application for the license of a joint-stock non-bank credit institution

1. Those components of a dossier as prescribed in Article 11 of this Circular.

2. Lists of founding shareholders and initial capital contributing shareholders, made using the forms provided in Appendix No. 07 to this Circular.

3. Profiles of initial capital contributing shareholders:

a) For individuals, each consists of:

(i) A written application for purchase of shares, made using the form provided in Appendix No. 08 to this Circular;

(ii) A written declaration of relevant persons, made using the form provided in Appendix No. 10 to this Circular;

(iii) In addition to the above components, each founding shareholder must have the following additional documents:

 - His/her curriculum vitae, using the form provided in Appendix No. 06 to this Circular;

- His/her criminal record certificate granted by the authority managing the criminal record database, which must contain full information regarding the criminal record status and information regarding the prohibition from establishing enterprises and cooperatives;

- A written declaration of credit history of the individual, made using the form provided in Appendix No. 11 to this Circular;

- Financial statements of the enterprise in which the founding shareholder is a manager for at least 03 (three) consecutive years preceding the year of submitting the dossier of application for the license or a copy of a bachelor's or master's degree in finance, banking, economics, business administration, law, accounting, or auditing;

b) For an organization:

(i) A written application for purchase of shares, made using the form provided in Appendix No. 09 to this Circular;

(ii) A written declaration of relevant persons, made using the form provided in Appendix No. 10 to this Circular;

(iii) A written power of attorney appointing a person to represent the capital contribution in the non-bank credit institution as prescribed by law;

(iv) The Charter of organization and operations;

(v) Financial statements of the year preceding the year of submitting the dossier of application for the license and the financial statements by the nearest time from the time of submitting the dossier of application for the license, audited by an auditing organization on the list of auditing organizations eligible to conduct auditing services announced by the competent authority and without any qualified opinions from the auditing organization. In cases where the audited financial statements are not available at the time of submitting the dossier of application for a license, unaudited financial statements shall be submitted and the audited financial statements must be submitted immediately after the audit organization issues the audit report, and the applicant shall be held accountable for the content of the submitted financial statements;

(vi) In addition to the above components, each founding shareholder must have the following additional documents:

 - The curriculum vitae, using the form provided in Appendix No. 06 to this Circular, of the person appointed to represent the capital contribution;

- The criminal record certificate of the person appointed to represent the organization’s capital contribution in the non-bank credit institution, granted by the authority managing the criminal record database, which must contain full information regarding the criminal record status;

- A written declaration of credit history of the organization, made using the form provided in Appendix No. 12 to this Circular;

- Financial statements of 03 consecutive years preceding the year of submitting the dossier of application for the license, audited by an auditing organization on the list of auditing organizations eligible to conduct auditing services announced by the competent authority and without any qualified opinions from the auditing organization. In cases where the audited financial statements of the preceding year are not available at the time of submitting the dossier of application for a license, unaudited financial statements shall be submitted and the audited financial statements must be submitted immediately after the audit organization issues the audit report, and the applicant shall be held accountable for the content of the submitted financial statements;

- A report on the financial capacity to contribute capital to establish the non-bank credit institution of the organization that is not a commercial bank, made using the form provided in Appendix No. 13 to this Circular;

- Written documents proving the fulfillment of tax and social insurance obligations: A written commitment to fully fulfill tax and social insurance obligations of the organization, made using Appendix No. 14 to this Circular; a written confirmation from the tax office on the fulfillment of tax obligations to the State Budget; a written document from the social security office providing information regarding the organization’s social insurance contributions.

4. After receiving the in-principle approval, the Preparatory Committee must submit the following additional documents:

a) The Charter of the non-bank credit institution approved by the Founding General Meeting;

b) Minutes and Resolution of the Founding General Meeting on the adoption of the Charter, election of members of the Board of Directors, members of the Supervisory Board, regulations on the organization and operations of the Board of Directors and the Supervisory Board;

c) Minutes of the meeting of the Board of Directors regarding the election of the Chairperson of the Board of Directors; Minutes of the meeting of the Supervisory Board on the election of the Head of the Supervisory Board;

d) The decision of the Board of Directors on the appointment of the Chief Executive Officer (Director), Deputy Chief Executive Officer (Deputy Director), and Chief Accountant;

dd) A written confirmation from a Vietnamese commercial bank where the Preparatory Committee opened an account for capital contribution, acknowledging the amount of capital contributed by the initial capital contributing shareholders;

e) A written document proving the ownership or legal right to use the location of the head office;

g) Internal regulations on the organization and operations of the non-bank credit institution as prescribed at Point i(ii), Clause 3, Article 11 of this Circular, adopted by the Founding General Meeting and the Board of Directors;

h) A report from the founding shareholder that is a Vietnamese commercial bank or a Vietnamese enterprise on compliance with the Government's Decree prescribing the conditions for granting licenses to people's credit funds, micro-finance institutions, and conditions for owners of credit institutions that are single-member limited liability companies, founding shareholders, and founding members, from the time of submitting the dossier of application for the license to the time of submitting the supplementary dossier of application for the license.

Article 13. Dossier of application for the license of a limited liability non-bank credit institution

1. Those components of a dossier as prescribed in Article 11 of this Circular.

2. Lists of founding members and initial capital contributing members, made using the forms provided in Appendix No. 07 to this Circular.

3. A joint venture agreement with the main details as prescribed by law, which must include at least the following:

a) Name and address of the joint venture non-bank credit institution;

b) Names and addresses of the joint venturers and the legal representatives of the joint venturers;

c) Operation duration of the joint venture;

d) Charter capital, capital contribution ratio, amount of capital contributed by each party, method of capital contribution, and schedule of charter capital contribution;

dd) Rights and obligations of the joint venturers;

e) Number and proportion of members of the Member's Council, Supervisory Board, and Management Board of the joint venturers;

g) Expected number of departments and number of initial staff and employees of each party (number of Vietnamese nationals, number of foreign nationals);

h) Principles of bookkeeping, accounting, reporting, establishing and using funds; profit sharing and handling of losses in business;

i) Procedures for resolving disputes between the parties arising from the performance of the joint venture agreement, procedures for liquidation, dissolution, merger, and consolidation of the joint venture non-bank credit institution;

k) Conditions for amending and supplementing the joint venture agreement;

The joint venture agreement must be initialed by the legal representatives of the joint venturers on each page and fully signed at the end of the agreement.

4. A capital contribution agreement among founding members for a limited liability non-bank credit institution.

5. The profile of the owner or founding member that is a Vietnamese commercial bank or a Vietnamese enterprise (except for the owner prescribed in Clause 6 of this Article):

a) Documents prescribed at Point b(vi), Clause 3, Article 12 of this Circular, excluding the written application for purchase of shares;

b) A report on the establishment process, operations, and development orientations of the owner or founding member by the time of submitting the dossier of application for the license.

6. The profile of the owner that is a commercial bank subject to mandatory transfer establishing a non-bank credit institution to implement the approved mandatory transfer plan:

a) A written power of attorney appointing a person to represent the capital contribution of the Vietnamese commercial bank in the non-bank credit institution as prescribed by law;

b) Written documents proving the fulfillment of tax and social insurance obligations: A written commitment to fully fulfill tax and social insurance obligations of the organization, made using Appendix No. 14 to this Circular; a written document from the tax office on the fulfillment of tax obligations to the State Budget; a written document from the social security office providing information regarding the organization’s social insurance contributions;

c) The curriculum vitae, using the form provided in Appendix No. 06 to this Circular, and the criminal record certificates of the legal representative, the person appointed to represent the Vietnamese commercial bank’s capital contribution in the non-bank credit institution, granted by the authority managing the criminal record database, which must contain full information regarding the criminal record status and information regarding the prohibition from establishing enterprises.

7. The profile of the owner or founding member that is a foreign credit institution:

a) Documents prescribed at Points b(iii), b(iv), and b(v), Clause 3, Article 12 of this Circular and the following:

(i) The curriculum vitae, using the form provided in Appendix No. 06 to this Circular, of the person appointed to represent the capital contribution;

(ii) The criminal record certificate of the person appointed to represent the organization’s capital contribution in the non-bank credit institution, which shall be granted by the authority managing the criminal record database, which must contain full information regarding the criminal record status. In cases where a criminal record certificate or any equivalent document, issued by a competent foreign authority, does not contain information regarding any prohibition from holding positions, establishing, and managing enterprises, the Head of the Preparatory Committee must submit a written statement clarifying that no competent authority in the country, where the criminal record certificate or the equivalent document is granted, provides such information, and must affirm their commitment to bear accountability to the law for ensuring that the personnel are not subject to any prohibition from holding such positions, establishing, and managing enterprises, in accordance with the Law on Credit Institutions;

(iii) A written declaration of credit history of the organization, made using the form provided in Appendix No. 12 to this Circular;

(iv) Financial statements of the foreign credit institution, which are the audited financial statements for 03 consecutive years preceding the year of submitting the dossier of application for the license and without any qualified opinions from the auditing organization. In cases where the audited financial statements of the preceding year are not available at the time of submitting the dossier of application for a license, unaudited financial statements shall be submitted and the audited financial statements must be submitted immediately after the audit organization issues the audit report, and the applicant shall be held accountable for the content of the submitted financial statements;

(v) A report on the establishment process, operations, and development orientations of the owner or founding member by the time of submitting the dossier of application for the license;

b) A written document from the competent authority of the country where the foreign credit institution’s head office is located, permitting the foreign credit institution to establish joint venture non-bank credit institutions and wholly foreign-owned non-bank credit institutions in Vietnam. If the laws of the country where the foreign credit institution’s head office is located regulates that the competent authority lacks the jurisdiction to issue such a document, either a confirming attestation from such competent authority or a legal document from such country explicitly addressing this matter, which must undergo consular legalization, be translated into Vietnamese, and be certified in accordance with the relevant law regulations, must be provided;

c) Written documents from competent authorities of the country, where the foreign credit institution's head office is located, providing the following information about the foreign credit institution:

(i) Operations licensed in the country where the foreign credit institution's head office is located at the time of submitting the dossier of application for the license;

(ii) Compliance with the law regulations on banking operations and other law regulations within 05 consecutive years preceding the year of submitting the dossier of application for the license and by the time of submitting the dossier of application for the license;

(iii) Capital adequacy ratio and other prudential ratios as prescribed by the country where the foreign credit institution’s head office is located in the year preceding the year of submitting the dossier of application for the license and by the time of submitting the dossier of application for the license;

(iv) Compliance with the regulations of the country where the foreign credit institution’s head office is located on risk management and provisioning in the year preceding the year of submitting the dossier of application for the license and by the time of submitting the dossier of application for the license;

d) A written document or material from an international credit rating agency rating the foreign credit institution (including the credit rating and the rating outlook) within 06 months before the time of submitting the dossier of application for the license;

dd) A written document from the competent authority of the country where the foreign credit institution’s head office is located, committing to consolidated supervision according to international practices for the operations of the foreign credit institution;

e) Written commitments from the owners or founding members regarding:

(i) Their willingness to provide financial, technological, management, administrative, and operating support to the joint venture non-bank credit institution or the wholly foreign-owned non-bank credit institution;

(ii) Their guarantee to maintain the actual value of the charter capital of the limited liability non-bank credit institution at a level no less than the legal capital, and to fully comply with the operational safety regulations prescribed by the Governor of the State Bank.

8. After receiving the in-principle approval, the Preparatory Committee must submit the following additional written documents:

a) The Charter of the non-bank credit institution adopted by the Member's Council;

b) A written confirmation from a Vietnamese commercial bank where the Preparatory Committee opened an account for capital contribution, acknowledging the amount of capital contributed by the owners or founding members;

c) A written document proving the ownership or legal right to use the location of the head office;

d) Internal regulations on the organization and operations of the non-bank credit institution as prescribed at Point i(ii), Clause 3, Article 11 of this Circular, adopted by the Members’ Council;

dd) A report from a Vietnamese commercial bank, Vietnamese enterprise, or a report from a commercial bank subject to mandatory transfer establishing a non-bank credit institution to implement the approved mandatory transfer plan, which has been approved, on compliance with the Government’s Decree prescribing the conditions for granting licenses to people’s credit funds, micro-finance institutions, and conditions for owners of credit institutions that are single-member limited liability companies, founding shareholders, and founding members, from the time of submitting the dossier of application for the license to the time of submitting the supplementary dossier of application for the license;

e) A written document from the competent authority of the country where the foreign credit institution’s head office is located, assessing the foreign credit institution's compliance with the regulations for owners and founding members in the Government’s Decree prescribing the conditions for granting licenses to people's credit funds, micro-finance institutions, and conditions for owners of credit institutions that are single-member limited liability companies, founding shareholders, and founding members, from the time of submitting the dossier of application for the license to the time of submitting the supplementary dossier of application for the license;

g) In addition to the dossier components prescribed at Points a, b, c, d, dd, e of this Clause, the Preparatory Committee for establishing a single-member limited liability non-bank credit institution must submit the following additional documents:

(i) The decision of the owner on the appointment of the Chairperson of the Member's Council, members of the Member's Council, members of the Supervisory Board, Chief Executive Officer (Director), Deputy Chief Executive Officer (Deputy Director), 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 dossier components prescribed at Points a, b, c, d, dd, e of this Clause, the Preparatory Committee for establishing a limited liability non-bank credit institution with two or more members must submit the following additional documents:

(i) Minutes and Resolution of the Founding General Meeting on the adoption of the Charter, election and appointment of members of the Members’ Council, members of the Supervisory Board, regulations on the organization and operations of the Members’ Council and the Supervisory Board;

(ii) Minutes of the meeting of the Member’s Council approving the issues regarding the election of the Chairperson of the Member's Council; Minutes of the meeting of the Supervisory Board on the election of the Head of the Supervisory Board;

(iii) The decision of the Member's Council on the appointment of the Chief Executive Officer (Director), Deputy Chief Executive Officer (Deputy Director), and Chief Accountant.

Chapter III

RESPONSIBILITIES OF RELEVANT UNITS

Article 14. Responsibilities of subordinates of the State Bank

1. The point of contact responsible for processing the dossier of application for the license shall:

a) Serve as the point of contact for receiving and coordinating with relevant affiliates to the State Bank and the specific State Bank branch in the locality where the non-bank credit institution intends to locate its head office (hereinafter referred to as the State Bank branch) in appraising the dossiers of application for licenses for the first time; advise the Governor of the State Bank to send written requests for opinions from the People's Committee of the relevant province or municipality where the non-bank credit institution intends to locate its head office, as well as from the Ministry of Public Security (if deemed necessary); advise the Governor of the State Bank to grant in-principle approval or to disapprove the establishment of the non-bank credit institution; advise the Governor of the State Bank to grant or not to grant the license to the non-bank credit institution;

b) Within 05 working days from the date the Governor of the State Bank grants the license, the point of contact responsible for processing the dossier of application for the license shall send a written notice enclosed with the license and information about the legal representative of the non-bank credit institution to the provincial-level business registration authority in the locality where the non-bank credit institution's head office is located to update such information into the national information system on business registration.

2. The State Bank branches shall:

a) Within 30 days from the date the point of contact responsible for processing the dossier of application for the license sends a written request, the State Bank branch shall appraise the dossier of application for the license and send a written response to the point of contact responsible for processing the dossier of application for the license;

b) The State Bank branch shall receive the notice from the non-bank credit institution as prescribed in Clause 2, Article 34 of the Law on Credit Institutions; direct the supervision of the implementation and ensure the conditions as prescribed by law and the State Bank; suspend the opening of the non-bank credit institution when it does not meet the conditions prescribed in Clause 2, Article 34 of the Law on Credit Institutions.

3. Other affiliates to the State Bank

Other relevant affiliates to the State Bank shall coordinate with each other in the licensing process in accordance with the regulations.

Article 15. Responsibilities of related organizations and individuals

Organizations and individuals related to the dossier of application for the license of the non-bank credit institution must promptly provide sufficient and accurate information as required by the State Bank and the Preparatory Committee as prescribed in this Circular and take accountability to the law for the information provided.

Chapter IV

IMPLEMENTATION PROVISIONS

Article 16. Effect

This Circular takes effect from December 24, 2024.

Article 17. Implementation

Heads of affiliates to the State Bank of Vietnam, non-bank financial institutions and relevant organizations and individuals shall be held accountable for implementing this Circular./.