Circular 62/2024/TT-NHNN procedures for approving the reorganization of commercial banks

THE STATE BANK OF VIETNAM __________ No. 62/2024/TT-NHNN

THE SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness _______________________ Hanoi, December 31, 2024

 

 

CIRCULAR

Defining the conditions, dossiers and procedures for approving
the reorganization of commercial banks and non-bank credit institutions

^__________

 

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 Law on Enterprises dated June 17, 2020;

Pursuant to the Law on Competition dated June 12, 2018;

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

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

The Governor of the State Bank of Vietnam promulgates the Circular defining the conditions, dossiers and procedures for approving the reorganization of commercial banks and non-bank credit institutions.

 

Chapter I

GENERAL PROVISIONS

 

Article 1. Scope of regulation

1. This Circular specifies the conditions, dossiers and procedures for approving the reorganization of commercial banks and non-bank credit institutions in the forms of merger, consolidation, transformation of legal form of credit institutions and transformation of non-banking credit institutions.

2. The transformation of a credit institution from a wholly state-owned single-member limited liability company into a joint-stock company shall comply with law regulations on transformation of state-owned companies into joint-stock companies.

3. The reorganization of a credit institution under special control must be carried out according to the plan on restructuring of the credit institution under special control that has already been approved based on the procedures defined in this Circular. Announcement of reorganization of credit institutions under special control must comply with law regulations on special control of credit institutions.

Article 2. Subjects of application

1. Credit institutions include:

a) Commercial banks;

b) Non-bank credit institutions including specialized finance companies and general finance companies.

2. Organizations or individuals related to reorganization of credit institutions.

Article 3. Interpretation of terms

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

1. Merger of credit institutions means that one or some credit institutions (hereinafter referred to as the merged credit institutions) transfer all assets, legitimate rights, obligations and interests into another credit institution (hereinafter referred to as the merging credit institution); after that, the merged credit institutions shall cease to exist.

2. Consolidation of credit institutions means that one or some credit institutions (hereinafter referred to as the consolidated credit institutions) transfer all assets, legitimate rights, obligations and interests into another credit institution (hereinafter referred to as the post-consolidation credit institution), after that, the consolidated credit institutions shall cease to exist.

3. Post-merger credit institution means a merging credit institution after the merger is approved by the State Bank of Vietnam (hereinafter referred to as the State Bank).

4. Credit institutions engaging in merger means merged credit institutions and merging credit institution.

5. Credit institutions engaging in merger or consolidation means credit institutions engaging in merger or consolidated credit institutions.

6. Representing credit institution means a consolidated credit institution authorized by the rest of consolidated credit institutions to act as the focal point to deal with issues related to the consolidation of credit institutions.

7. Post-reorganization credit institution means a post-merger credit institution, a post-consolidation credit institution or a credit institution subject to transformation of the legal form or a transformed non-banking credit institution.

8. Authority with deciding competence for a credit institution means an authority which is competent to decide the merger, consolidation or transformation of the legal form of credit institution, transformation of non-banking credit institution in accordance with law regulations and charters of the credit institution.

Article 4. Cases of reorganization of credit institutions

1. Cases of merger of credit institutions:

a) A commercial bank or a non-bank credit institution is merged into another commercial bank;

b) A non-bank credit institution is merged into another non-bank credit institution.

2. Cases of consolidation of credit institutions:

a) Two commercial banks consolidate into another commercial bank;

b) A commercial bank and a non-bank credit institution consolidate into another commercial bank;

c) Two non-bank credit institutions consolidate into another non-bank credit institution.

3. Cases of transformation of the legal forms of credit institutions:

a) A commercial bank or a non-banking credit institution transfers its form of limited liability company into joint-stock company and vice versa;

b) A commercial bank or a non-banking credit institution transfer its form of single-member limited liability company into limited liability companies with two or more members and vice versa.

4. Cases of transformation of non-banking credit institutions:

a) A general finance company is transformed into a specialized finance company;

b) A specialized finance company is transformed into a general finance company.

Article 5. Principles of making and sending dossiers

1. A dossier of request for approval of reorganization of a credit institution shall be made in Vietnamese and submitted to the State Bank by one of the following methods:

a) Direct submission at the Single-window section of the State Bank;

b) Sending by post.

2. Documents in Vietnamese which are submitted must be copies granted from original books or certified copies or copies accompanied with originals for comparison. In case the applicants submit copies accompanied with originals for comparison, the verifier shall confirm the accuracy of the copies compared to the originals.

3. Foreign documents in the dossier must be consularly legalized in accordance with Vietnamese laws, except for documents exempted from consular legalization under the law regulations on consular legalization, and must be translated into Vietnamese. Translations from a foreign language into Vietnamese must be notarized or must have their translators’ signatures authenticated in accordance with laws.

4. The dossier must be signed by the at-law representative or an authorized representative (hereinafter referred to as the legal representative).  In cases where the signature is executed by proxy, the dossier must be accompanied by a power of attorney prepared in accordance with law regulations.

5. Each dossier must have a list of documents.

Article 6. Operation of post-reorganization credit institutions

1. The operation of post-reorganization credit institutions must be in accordance with the operation of each type of post-reorganization credit institutions as prescribed in law regulations.

2. The operation of a post-merger credit institution shall include activities of the merging credit institution. The post-merger credit institution may additionally include activities of the merged credit institution(s) in its operation if it satisfies operation requirements as prescribed in law.

3. The operation of the post-consolidation credit institution shall include activities of the consolidated credit institutions if it satisfies operation requirements as prescribed in law.

4. The operation of a post-transformation credit institution shall include activities of the credit institution undergoing the transformation of the legal form (hereinafter referred to as the transformed credit institution).

5. A non-bank credit institution undergoing transformation of form shall have its business activities amended and supplemented to conform with the form of non-bank credit institution undergoing the transformation in accordance with the relevant law regulations.

Article 7. Announcement of reorganization of credit institutions

1. After the State Bank approves the rules for merger, consolidation or transformation of legal form of credit institution, each credit institution engaging in merger or consolidation, or the transformed credit institution, shall disclose the following information on one of the State Bank’s media, in a printed newspaper for three consecutive issues or on a Vietnam’s electronic newspaper, and shall post such information at its headquarters, branches, transaction offices (if any), and affiliated units:

a) Number and date of issue of the document on approval for rules of merger, consolidation or transformation of the legal form of credit institution promulgated by the State Bank;

b) Names and addresses of headquarters of the credit institution engaging in merger or consolidation, or the transformed credit institution;

c) Charter capital of the credit institution engaging in merger or consolidation, or the transformed credit institution at the time of submitting the dossier of request for approval for rules of merger, consolidation or transformation of legal form;

d) At-law representative of the credit institution engaging in merger or consolidation, or the transformed credit institution;

dd) Expected information about the post-merger credit institution, the post-consolidation credit institution or the post-transformation credit institution, including: name, address of its headquarters; charter capital; at-law representative; the legal form.

2. After the State Bank approves the merger, consolidation or transformation of legal form of credit institution, transformation of non-banking credit institution, the post-reorganization credit institution shall disclose the following information on one of the State Bank’s media, in a printed newspaper for three consecutive issues or on a Vietnam’s electronic newspaper, and shall post such information at its headquarters, branches, transaction offices (if any), and affiliated units.

a) Number and date of issue of the document on approval for merger, consolidation, transformation of the legal form or transformation of non-bank credit institution promulgated by the State Bank;

b) Number and date of the license for establishment and operation; number and date of the document on amending and supplementing the license for establishment and operation;

c) Name and address of headquarters of the post-reorganization credit institution;

d) Charter capital of the post-reorganization credit institution;

dd) At-law representative of the post-reorganization credit institution;

e) Legal form of the post-reorganization credit institution; type of operation of the non-bank credit institution undergoing the transformation;

g) List, capital contribution ratio of founding shareholders, major shareholders, strategic shareholders, capital-contributing members and owners of the post-reorganization credit institution;

h) Expected date of operation commencement, for the post-consolidation credit institution or the post-transformation credit institution;

i) Official information about the termination of operation of the merged credit institution, the consolidated credit institution or the transformed credit institution, including:

(i) Name and headquarters address;

(ii) Number and date of the license for establishment and operation;

(iii) Charter capital;

(iv) At-law representative;

(v) Legal form;

(vi) Date of termination of operation. The date of termination of operation of the merged credit institution, the consolidated credit institution or the transformed credit institution is the date on which the State Bank issues a document amending or supplementing the license for establishment and operation of the merging credit institution; the date of commencement of operations of the post-consolidation credit institution; the date of commencement of operations of the post-transformation credit institution.

3. Credit institutions engaging in merger or consolidation may agree to jointly announce the information prescribed in Clause 1 of this Article.

 

Chapter II

MERGER AND CONSOLIDATION OF CREDIT INSTITUTIONS

 

Article 8. Rules for merger and consolidation

1. Follow the agreement; ensure the normal activities of credit institutions; respect lawful rights and interests of clients, creditors and other related parties during the process of merger or consolidation.

2. Comply with this Circular and relevant law regulations.

3. Keep confidentiality in order to ensure stable operation of credit institutions engaging in merger or consolidation before the project for merger or consolidation is approved by the authority with deciding competence for a credit institution. All documents and materials on merger or consolidation must be made in a prudent, truthful and accurate manner so as to avoid misunderstanding.

4. It is strictly prohibited to disperse properties in any form. The transfer and purchase of property during the process of merger or consolidation must be conducted publicly and transparently, in accordance with law regulations and agreement of contracting parties, ensuring the safety of property and not affecting the interests of credit institutions engaging in the merger or consolidation, and relevant organizations and individuals.

5. The licenses for establishment and operation of the consolidated credit institutions shall become invalid on the date of opening ceremony of the post-consolidation credit institution. The licenses for establishment and operation of the merged credit institutions shall expire from the date the State Bank issues a document on amending and supplementing the license for establishment and operation of the merging credit institution.

Article 9. Conditions for merger or consolidation

1. A credit institution engaging in merger or consolidation must meet all of the following conditions:

a) Not being the cases of prohibited economic concentration;

b) It has a project for merger or consolidation as prescribed in Article 12 of this Circular which is approved by the authority with deciding competence for the credit institution engaging in merger or consolidation;

c) The charter capital of the post-consolidation credit institution or the post-merger credit institution must be at least equal to the legal capital of the form of the post-consolidation credit institution or post-merger credit institution as prescribed by law regulations.

2. After the merger or consolidation, the post-merger credit institution or post-consolidation credit institution must comply with law regulations on limits and prudential ratios, ratio of capital contributions, shareholding rates.

Article 10. Dossiers of request for approval for merger

1. A dossier of request for approval for rules of merger shall include:

a) An application form for approval for merger of credit institutions engaging in merger, made using the form prescribed in Appendix 01 issued together with this Circular;

b) A written authorization issued by each merged credit institution to give powers to the merging credit institution to perform the tasks related to the merger as prescribed in this Circular;

c) Reports of credit institutions engaging in merger on compliance with Point a, Clause 1, Article 9 of this Circular; or documents proving the compliance with Point a, Clause 1, Article 9 of this Circular in accordance with law regulations on competition;

d) Documents of authorities with deciding competence for the credit institutions engaging in merger, on approving the project for merger, merger contract, charter of post-merger credit institution and other issues related to merger of credit institutions;

dd) A project for merger prescribed in Article 12 of this Circular;

e) Merger contracts approved by authorities with deciding competence for the credit institutions engaging in merger and bearing signatures of legal representatives of those credit institutions, which contain principal contents prescribed at Point a Clause 2 Article 201 of the Law on Enterprises;

g) Charter of the post-merger credit institution approved by authorities with deciding competence for the credit institutions engaging in merger;

h) Financial statements in 3 years preceding the year of submitting the dossier of request for approval for merger rules of credit institutions engaging in merger that are audited by an independent audit organization without any qualified opinion. In case at the time of submitting the dossier of request for approval for merger rules, there is no audited financial report of the previous year, to submit the unaudited financial statement. Credit institutions must submit their audited financial statement immediately after the auditing organization issues the audit report. Each credit institution engaging in merger must take responsibility for its submitted financial statement.

2. A dossier of request for approval for merger shall include:

a) A written request of the merging credit institution for:

(i) Approval for merger, change of charter capital;

(ii) Approval for other contents (if any);

b) A dossier of request for approval by the State Bank prescribed at Point a (ii) of this Clause as prescribed by the State Bank and relevant laws;

c) Documents of authorities with deciding competence for credit institutions engaging in merger that approve the modifications to the project for merger and other issues related to merger (if any);

d) A document of the merging credit institution clarifying the modified contents in comparison with the project for merger submitted in order for the Governor of the State Bank to approve the merger rules (if any);

dd) A written commitment of the merging credit institution that the post-merger credit institution shall comply with Clause 2 Article 9 of this Circular.

Article 11. Dossier of request for approval for consolidation

1. A dossier of request for approval for consolidation shall include:

a) An application form for approval for consolidation of consolidated credit institutions, made using the form prescribed in Appendix 01 issued together with this Circular;

b) A written authorization issued by the consolidated credit institutions to give powers to the representing credit institution to perform the tasks related to the consolidation as prescribed in this Circular;

c) Reports of consolidated credit institutions on compliance with Point a, Clause 1, Article 9 of this Circular; or documents proving the compliance with Point a, Clause 1, Article 9 of this Circular in accordance with law regulations on competition;

d) Document of authorities with deciding competence for consolidated credit institutions that approve the project for consolidation; consolidation contract; draft charter of the post-consolidation credit institution; expected list of personnel to be elected or appointed to members of the Boards of Directors, the Members’ Councils, the Supervisory Board, General Director (Director) and other issues related to consolidation of credit institutions;

dd) A project for consolidation prescribed in Article 12 of this Circular;

e) Consolidation contracts approved by the authorities with deciding competence for the consolidated credit institutions and bearing signatures of legal representatives of those credit institutions, which contain principal contents prescribed at Point a Clause 2 Article 200 of the Law on Enterprises;

g) Charter draft of the post-consolidation credit institution approved by the authorities with deciding competence for the consolidated credit institutions;

h) Financial statements in 3 years preceding the year of submitting the dossier of request for approval for consolidation rules of consolidated credit institutions that are audited by independent audit organizations without any qualified opinion. In case at the time of submitting the dossier of request for approval for consolidation rules, there is no audited financial report of the previous year, to submit the unaudited financial statement. Credit institutions must submit their audited financial statement immediately after the auditing organization issues the audit report. Each consolidated credit institution must take responsibility for its submitted financial statement;

i) A draft of main internal regulations in terms of organization and operation of the post-consolidation credit institution, at least containing the internal regulations prescribed in Clause 2 Article 101 of the Law on credit institutions and the following provisions:

(i) Regulations on organization and operation of the Board of Directors, the Members’ Council, the Supervisory Board and executives;

(ii) Regulations on organization and operation of headquarters, branches and other affiliates;

k) An expected list of personnel to be elected or appointed to be members of the Board of Directors, the Members’ Council, the Supervisory Board, the General Director (Director) of the post-consolidation credit institution;

l) Documents proving that the expected personnel meet the standards and conditions for the positions of members of the Board of Directors, Members’ Council, the Supervisory Board, General Director (Director) of the post-consolidation credit institution in accordance with the State Bank's regulations on procedures and dossier for approval of the expected list of personnel of commercial banks, non-bank credit institutions and foreign bank branches.

2. A dossier of request for approval for consolidation shall include:

a) A written request of the representing credit institution for:

(i) Approval for consolidation;

(ii) Approval for other contents (if any);

b) An dossier of request for approval by the State Bank prescribed at Point a (ii) of this Clause as prescribed by the State Bank and relevant law regulations;

c) Charter of the post-consolidation credit institution approved by its authority with deciding competence for such credit institution;

d) Documents of authorities with deciding competence for consolidated credit institutions that approve the modifications to the project for consolidation and other issues related to consolidation (if any);

dd) A document of the representing credit institution, clearly stating the modified contents in comparison with the project for consolidation submitted in order for the Governor of the State Bank to approve the rules of consolidation (if any);

e) Document of the authority with deciding competence for the post-consolidation credit institution on the approval of the charter; election and appointment of members of the Board of Directors, the Members’ Council, the Supervisory Board; regulations on organization and operation of the Board of Directors, the Members’ Council, the Supervisory Board of the post-consolidation credit institution and other issues related to the post-consolidation credit institution;

g) Document of the authority with deciding competence for the post-consolidation credit institution, on the election of chairperson of Board of Directors, chairperson of Members’ Council; election of the position of head of the Supervisory Board;

h) Document of the authority with deciding competence for the post-consolidation credit institution in terms of appointment of General Director (Director), Deputy General Director (Deputy Director) and Chief Accountant;

i) Internal regulations on organization and operation of the post-consolidation credit institution defined at Point i Clause 1 of this Article that are approved by the authority with deciding competence for such credit institution;

k) A written commitment of the representing credit institution that the post-consolidation credit institution shall comply with Clause 2 A4rticle 9 of this Circular.

Article 12. Projects for merger or consolidation

1. A project for merger or consolidation must be approved by authorities with deciding competence for credit institutions engaging in merger or consolidation and bearing signatures, seal and responsibility of legal representatives of those credit institutions.

2. A project for merger or consolidation must at least contain the following contents:

a) Names, addresses and websites (if any) of credit institutions engaging in merger or consolidation;

b) Names, addresses and phone numbers of owners, Chairpersons and members of the Board of Directors, Chairpersons and members of the Members’ Council, the head and members of the Supervisory Board, the General Director (Director) of each credit institution engaging in merger or consolidation;

c) Reasons for merger or consolidation;

d) Summary report on financial situation and income of each credit institution engaging in merger or consolidation in 3 years preceding the year of submitting the dossier of request for approval for rules for merger or consolidation;

dd) Actual value of charter capital, non-performing loans, limits and prudential ratios in the operation and the observance of those limits and ratios of the credit institutions engaging in merger or consolidation before the merger or consolidation; charter capital and actual value of charter capital of the post-merger credit institution or post-consolidation credit institution;

e) Roadmap for merger or consolidation;

g) Method of conversion of capital contribution and share capital (including the timing, form, and conversion ratio).

h) The organization, conditions, composition, procedures, voting method for a meeting of the authority with deciding competence for each credit institution engaging in merger or consolidation, the post-merger credit institution or the post-consolidation credit institution as prescribed by law and the charter of the credit institution for the approval of the merger or consolidation; the authorization granted to the merging credit institution or the representing credit institution to convene such meeting;

i) Rights and obligations of credit institutions engaging in merger or consolidation and relevant organizations or individuals (if any);

k) Settlement plan for employees working at the credit institutions engaging in merger or consolidation;

l) List and capital contribution ratio of founding shareholders, major shareholders, capital-contributing members of the post-merger credit institution, post-consolidation credit institution;

m) Plan for diagram of organizational structure, personnel, operation network and other issues related to the organization and operation of the post-merger credit institution, post-consolidation credit institution;

n) Measures to convert and combine systems of management information, internal control, internal audit, and data transmission systems to ensure smooth operations during and after merger or consolidation;

o) Expected business plan for the first 3 years of the post-merger credit institution or post-consolidation credit institution, which at least contain:  analysis of the market, business strategy, targets and plan; intended financial statements of each year (the financial statements, performance statement, cash flow statement, limits and prudential ratios in the operation, targets for performance and description of possibilities of financial targets in each year);

p) Evaluation of impact and settlement plan (if any) of the merger or consolidation to ensure the normal operation of credit institutions engaging in merger or consolidation and the safety and stability of the system of credit institutions;

q) The observance of conditions prescribed in Clause 2 Article 9 of this Circular.

Article 13. Procedures for approval for merger

1. Approval for rules for merger:

a) A merging credit institution shall prepare a dossier of request for approval for merger rules as prescribed in Clause 1 Article 10 of this Circular and send it to the State Bank.

In case the dossier is incomplete and invalid, within 20 days after receipt of the dossier, the State Bank shall send a written request for supplementation and completion of the dossier to the credit institution;

b) The credit institution shall supplement and complete the dossier within 30 days from the date the State Bank issues the written request for supplementation and completion of the dossier;

c) Within 30 days from the date of receipt of a complete and valid dossier, the State Bank shall send a written request of opinions to the People’s Committees of central-run cities or provinces where the headquarters of credit institutions engaging in merger are located in terms of the impact of merger of the credit institutions on socio-economic stability in the localities and their views on the merger;

d) Within 15 days from the date of receipt of the written request from the State Bank, the relevant People's Committees of the provinces or centrally-run cities shall provide their written opinions on the relevant contents;

dd) Within 20 days from the date of receiving opinions from the relevant People's Committees of the provinces or centrally-run cities, the State Bank shall issue a document on approval for the rules for merger of credit institutions. In case of refusal of the dossier, the State Bank must reply in writing, clearly stating the reason.

2. Within 07 working days from the day on which the State Bank approves the merger rules, credit institutions engaging in merger must disclose information in accordance with Clause 1, Clause 3 Article 7 of this Circular.

3. Approval for merger:

a) Within 90 days from the date on which the State Bank approves the merger rules, the merging credit institution shall send a dossier of request for approval for merger prescribed in Clause 2 Article 10 of this Circular to the State Bank. After the above time limit, if the State Bank does not receive the dossier required, the document on approval for merger rules of credit institution shall become invalid.

In case the dossier is incomplete and invalid, within 20 days after receipt of the dossier, the State Bank shall send a written request for supplementation and completion of the dossier to the credit institution;

b) The credit institution shall supplement, complete the dossier, and send it to the State Bank within 45 days from the date the State Bank issues the written request for supplementation and completion of the dossier;

c) Within 30 days from the day of receipt of a complete and valid dossier, the State Bank shall grant a document on approval of the merger, made using the form defined in Appendix 04 issued together with this Circular, amendment and supplementation of the license for establishment and operation of the merging credit institution, and approval of other contents (if any). In case of refusal of the dossier, the State Bank must reply in writing, clearly stating the reason.

4. Within 45 days from the effective date of the document on approval for merger, the merging credit institution shall disclose the information in accordance with Clause 2 Article 7 of this Circular and send a report on completion of merger to the State Bank.

5. Within 5 working days from the date on which the license for establishment and operation of a merged credit institution become invalid, the merged credit institution must return such license to the State Bank.

Article 14. Procedures for approval for consolidation

1. Approval for consolidation rules:

a) The representing credit institution shall prepare a dossier of request for approval for consolidation rules as prescribed in Clause 1 Article 11 of this Circular and send it to the State Bank.

In case the dossier is incomplete and invalid, within 20 days after receipt of the dossier, the State Bank shall send a written request for supplementation and completion of the dossier to the credit institution;

b) The credit institution shall supplement and complete the dossier within 30 days from the date the State Bank issues the written request for supplementation and completion of the dossier;

c) Within 30 days from the date of receipt of a complete and valid dossier, the State Bank shall send a written request of opinions to the People’s Committees of provinces or central-run cities where the headquarters of the consolidated credit institutions are located and where the post-consolidation credit institution is expected to locate its headquarters in terms of the impact of consolidation of the credit institutions on socio-economic stability in the localities and their views on the consolidation;

d) Within 15 days from the date of receipt of the written request from the State Bank, the relevant People's Committees of the provinces or centrally-run cities shall provide their written opinions on the relevant contents;

dd) Within 20 days from the date of receiving opinions from the relevant People's Committees of the provinces or centrally-run cities, the State Bank shall issue a document on approval for the rules for consolidation of credit institutions and approval for the expected personnel list. In case of refusal of the dossier, the State Bank must reply in writing, clearly stating the reason.

2. Within 07 working days from the day on which the State Bank approves the consolidation rules, the consolidated credit institutions must disclose information in accordance with Clause 1, Clause 3 Article 7 of this Circular.

3. Approval for consolidation:

a) Within 90 days from the date on which the State Bank approves the consolidation rules, the representing credit institution shall send a dossier of request for approval for consolidation prescribed in Clause 2 Article 11 of this Circular to the State Bank. After the above time limit, if the State Bank does not receive the dossier required, the document on approval for consolidation rules of credit institution shall become invalid.

In case the dossier is incomplete and invalid, within 20 days after receipt of the dossier, the State Bank shall send a written request for supplementation and completion of the dossier to the credit institution;

b) The credit institution shall supplement, complete the dossier, and send it to the State Bank within 45 days from the date the State Bank issues the written request for supplementation and completion of the dossier;

c) Within 30 days from the day of receipt of a complete and valid dossier, the State Bank shall grant a document on approval of the consolidation, made using the form defined in Appendix 05 issued together with this Circular, grant the license for establishment and operation of the post-consolidation credit institution, and approves other contents (if any). In case of refusal of the dossier, the State Bank must reply in writing, clearly stating the reason.

4. Within 45 days from the effective date of the document on approval for consolidation, the post-consolidation credit institution shall disclose the information in accordance with Clause 2 Article 7 of this Circular and commences its operation in accordance with law regulations.

5. Within 5 working days from the date on which the license for establishment and operation of a consolidated credit institution become invalid, the merged credit institution must return such license to the State Bank and the post-consolidation credit institution shall send a report on completion of the consolidation to the State Bank.

 

Chapter III

TRANSFORMATION OF THE LEGAL FORM OF CREDIT INSTITUTIONS

 

Article 15. Rules for transformation of the legal form of credit institutions

1. The transfer of contributed capital amounts or shares, stock offering must comply with regulations of the State Bank, and relevant law regulations.

2. Each credit institution may only transform its legal form in accordance with legal forms prescribed in Article 6 of the Law on Credit Institutions and this Circular.

3. Keep confidentiality in order to ensure stable operation of credit institutions before the plan for transformation of legal form is approved by the authority with deciding competence for credit institutions. All documents and materials on such transformation of legal form must be made in a prudent, truthful and accurate manner so as to avoid misunderstanding.

4. It is strictly prohibited to disperse properties in any form. The transfer and purchase of property during the process of transformation of the legal form must be conducted publicly and transparently, in accordance with law regulations and agreement of contracting parties, ensuring the safety of property and not affecting the interests of credit institutions, and relevant organizations and individuals.

5. The license for establishment and operation of the transformed credit institution shall become invalid when the post-transformation credit institution launches its opening.

Article 16. Conditions for transformation of the legal form

1. A transformed credit institution must have a plan for transformation of the legal form prescribed in Article 18 of this Circular and it is approved by the authority with deciding competence for the credit institution.

2. If a credit institution having its legal form transformed from a limited liability company into a joint-stock company, it must satisfy fully the following conditions:

a) All conditions as specified in Clause 1 of this Article;

b) The transformed credit institution must satisfy the conditions for stock offering as prescribed in relevant law regulations;

c) Founding shareholders (if any), major shareholders and/or strategic shareholders of the post-transformation credit institution must satisfy the conditions as prescribed by law on founding shareholders of a newly established credit institution;

d) Shareholders and/or strategic shareholders being foreign investors of the post-transformation credit institution must satisfy the conditions prescribed by law regulations on foreign investors buying shares of Vietnamese credit institutions;

dd) Organizations and individuals purchasing shares must ensure the compliance with law regulations on shareholding rates and regulations on purchasing and holding stocks of other credit institutions (in case the organization purchasing shares is a commercial bank).

3. If a credit institution has its legal form transformed from single-member limited liability company into limited liability companies with two or more members and vice versa, or from a joint-stock company into a limited liability company, it must fully satisfy the following conditions:

a) All conditions as specified in Clause 1 of this Article;.

b) Owners, capital-contributing members being the transferee, new capital-contributing members of the post-transformation credit institution must satisfy the law regulations’ conditions on owners and founding members of a newly established credit institution;

c) Capital-contributing members being the transferee, new capital-contributing members of the post-transformation credit institution must comply with law regulations on ratio of capital contributions.

Article 17. Dossiers of request for approval for transformation of the legal form

1. A dossier of request for approval for rules of transformation of the legal form shall include:

a) An application form for approval of transformation of legal form of credit institution, made using the form prescribed in Appendix 02 issued together with this Circular;

b) Document of the authority with deciding competence for the credit institution that approve the plan for transformation; draft charter; expected list of personnel to be elected or appointed to members of the Boards of Directors, the Members’ Councils, the Supervisory Board, General Director (Director) of the post-transformation credit institution and other issues related to the transformation;

c) A plan for transformation of the legal form prescribed in Article 18 of this Circular;

d) A draft charter of the post-transformation credit institution which is approved by the authority with deciding competence for the credit institution;

dd) Financial statements in 3 years preceding the year of submitting the dossier of request for approval for rules of transformation of the legal form that are audited by independent audit organizations without any qualified opinion. In case at the time of submitting the dossier of request for approval for rules of transformation of the legal form, there is no audited financial report of the previous year, to submit the unaudited financial statement. Credit institutions must submit their audited financial statement immediately after the auditing organization issues the audit report. The credit institution must take responsibility for its submitted financial statement;

e) A draft of main internal regulations in terms of organization and operation of the post-transformation credit institution, at least containing the internal regulations prescribed in Clause 2 Article 101 of the Law on Credit Institutions and the following provisions:

(i) Regulations on organization and operation of the Board of Directors, the Members’ Council, the Supervisory Board and executives;

(ii) Regulations on organization and operation of headquarters, branches and other affiliates;

g) An expected list of personnel to be elected or appointed to be member of the Board of Directors, the Members’ Council, the Supervisory Board, General Director (Director) of the post-transformation credit institution;

h) Documents proving that the expected personnel meet the standards and conditions for the positions of members of the Board of Directors, the Members’ Council, the Supervisory Board, General Director (Director) of the post-transformation credit institution as defined by the State Bank's regulations on procedures and dossiers for approval of the expected list of personnel of commercial banks, non-bank credit institutions and foreign bank branches;

i) Documents and information provided to investors, which must include at least the following contents: conditions for founding shareholders, major shareholders, strategic shareholders, shareholders who are foreign investors, owners, capital-contributing members being the transferee, and new capital-contributing members of the post-transformation credit institution.

2. A dossier of request for approval for transformation of the legal form shall include:

a) A written request of the credit institution for:

(i) Approval for transformation of the legal form;

(ii) Approval for other contents (if any);

b) A dossier of request for approval by the State Bank prescribed at Point a(ii) of this Clause as prescribed by the State Bank and relevant law regulations;

c) A charter of the post-transformation credit institution which is approved by the authority with deciding competence for such credit institution;

d) Document issued by the authority with deciding competence for the post-transformation credit institution on approval of the changed contents in the plan for transformation of legal form and other issues related to such transformation of legal form (if any);

dd) Document of the transformed credit institution, clearly stating the contents of modification in comparison with the plan for transformation of the legal form that have been submitted to the Governor of the State bank for approval of the rules of transformation of the legal form (if any);

e) Document of the authority with deciding competence for the post-transformation credit institution on approval of the charter; election and appointment of members of the Board of Directors, the Members’ Council, the Supervisory Board; regulations on organization and operation of the Board of Directors, the Members’ Council, the Supervisory Board of the post-transformation credit institution and other issues related to such credit institution;

g) Document of the authority with deciding competence for the post-transformation credit institution on the election of chairperson of the Board of Directors, chairperson of the Members’ Council; election of Head of the Supervisory Board; appointment of chairperson, members of the Members’ Council, members of the Supervisory Board;

h) Document of the authority with deciding competence for the post-transformation credit institution on the appointment of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

i) List, contribution rate of capital-contributing members, founding shareholders, major shareholders, strategic shareholders, shareholders being foreign investors of the post-transformation credit institution;

k) Internal regulations on organization and operation of the post-transformation credit institution as defined at Point e Clause 1 of this Article that are approved by the authority with deciding competence for the post-transformation credit institution;

l) Apart from the documents prescribed in Points a, b, c, d, dd, e, g, h, i, k of this Clause, a credit institution having its legal form transformed from a limited liability company into a joint-stock company must submit additionally the following documents:

(i) A report on results of stock offering and a certification of revenues earned from the offering issued by a commercial bank where its escrow account is opened;

(ii) Dossiers of founding shareholders (if any), major shareholders, strategic shareholders of the post-transformation credit institution that are prepared according to dossiers of founding shareholders of a credit institution as prescribed by the State Bank's regulations on dossier and procedures for first grant of licenses to credit institutions.

(iii) Dossiers of shareholders, strategic shareholders being foreign investors of the post-transformation credit institution in accordance with the State Bank’s regulations on dossiers and procedures for approval for foreign investors purchasing shares of Vietnamese credit institutions;

m) Apart from the documents prescribed at Points a, b, c, d, dd, e, g, h, i and k of this Clause, a credit institution having its legal form transformed from single-member limited liability company into limited liability companies with two or more members and vice versa, or a credit institution having its legal form transformed from a joint-stock company into a limited liability company must submit additionally the following documents:

(i) Contract on capital contribution transfer or an agreement on investment contribution or documents certifying the completion of capital transfer;

(ii) Document of the transformed credit institution certifying the status of capital-contributing member of the post-transformation credit institution;

(iii) Dossiers of the owner, capital-contributing members being the transferee, new capital-contributing members of the post-transformation credit institution that are prepared according to the dossier for the owner, founding member establishing the credit institution in accordance with the State Bank's regulations on dossiers and procedures for first-time grant of the license of a credit institution.

Article 18. Plans for transformation of the legal form

1. A plan for transformation of the legal form must be approved by the authority with deciding competence for the credit institution and bearing signatures, seal and responsibility of legal representative of such credit institution.

2. A plan for transformation of the legal form must at least contain:

a) Name, address and website (if any) of the credit institution;

b) Names, addresses and phone numbers of owners, chairperson and members of the Members’ Council, chairperson and members of the Board of Directors, head and members of the Supervisory Board, General Director (Director) of the credit institution;

c) Reasons for transformation of the legal form;

d) Summary report on financial situation and income of the transformed credit institution in 3 years preceding the year of requesting for approval for transformation of the legal form;

dd) Actual value of charter capital before and after the transformation of the legal form of the credit institution; non-performing loans, limits and prudential ratios in the operation and the observance of those limits and ratios of the credit institution before the transformation of the legal form;

e) Rights and obligations of the credit institution and relevant organizations or individuals (if any);

g) Expected organizational structure, operational network, and other issues concerning the organization and operations of the post-transformation credit institution;

h) Expected business plan for the first 3 years of the post-transformation credit institution, which at least contain: analysis of the market, business strategy, targets and plan; intended financial statements of each year (the financial statement, performance statement, cash flow statement; limits and prudential ratios in the operation; targets for performance and description of possibilities of financial targets in each year);

i) Ratio of capital contributions, shareholding rates; conditions for founding shareholders, major shareholders, strategic shareholders, shareholders being foreign investors, owners, capital-contributing members being the transferee, new capital-contributing members of the post-transformation credit institution;

g) Method of conversion of capital contribution and share capital (including the timing, form, and conversion ratio).

Article 19. Procedures for approval for transformation of the legal forms

1. Procedures for approval for rules of transformation of the legal form shall be as follows:

a) A credit institution shall prepare an dossier of request for approval for rules of transformation of the legal form as prescribed in Clause 1 Article 17 of this Circular and send it to the State Bank.

In case the dossier is incomplete and invalid, within 30 days after receipt of the dossier, the State Bank shall send a written request for supplementation and completion of the dossier to the credit institution;

b) The credit institution shall supplement and complete the dossier within 30 days from the date the State Bank issues the written request for supplementation and completion of the dossier;

c) Within 60 days from the day of receipt of a complete and valid dossier, the State Bank shall grant a document on approval for rules of transformation of the legal form of the credit institution and the expected list of personnel. In case of refusal of the dossier, the State Bank must reply in writing, clearly stating the reason.

2. Within 7 working days from the day on which the State bank grants a document of approval for transformation rules, the transformed credit institution must disclose information in accordance with Clause 1 Article 7 of this Circular.

3. Procedures for approval for transformation of the legal form shall be as follows:

a) Within 120 days from the date on which the State Bank approves the transformation rules, the credit institution shall send a dossier of request for approval for transformation of the legal form as prescribed in Clause 2 Article 17 of this Circular to the State Bank. After the above time limit, if the State Bank does not receive the dossier required, the document on approval for transformation rules shall become invalid.

In case the dossier is incomplete and invalid, within 20 days after receipt of the dossier, the State Bank shall send a written request for supplementation and completion of the dossier to the credit institution;

b) The credit institution shall supplement, complete the dossier, and send it to the State Bank within 45 days from the date the State Bank issues the written request for supplementation and completion of the dossier;

c) Within 30 days from the day of receipt of a complete and valid dossier, the State Bank shall grant a document on approval of the transformation of the legal form of the credit institution, made using the form defined in Appendix 06 issued together with this Circular, grant the license for establishment and operation of the credit institution, and approves other contents (if any). In case of refusal of the dossier, the State Bank must reply in writing, clearly stating the reason.

4. Within 45 days from the effective date of the document on approval for transformation of the legal form, the credit institution shall disclose the information in accordance with Clause 2 Article 7 of this Circular and commences its operation in accordance with law regulations.

5. Within 5 working days from the date on which the license for establishment and operation of the transformed credit institution become invalid, the transformed credit institution must return such license to the State Bank and the post-transformation credit institution shall send a report on completion of the transformation to the State Bank.

 

Chapter IV
TRANSFORMATION OF NON-BANKING CREDIT INSTITUTIONS

 

Article 20. Rules for transformation

1. A non-bank credit institutions may only transform its type in accordance with the cases of transformation prescribed in this Circular.

2. Keep confidentiality in order to ensure stable operation of the non-banking credit institution before the plan for transformation is approved by the authority with deciding competence for the non-banking credit institution. All dossiers and materials on transformation of the non-banking credit institution must be made in a prudent, truthful and accurate manner.

3. The transformed non-bank credit institution must carry out procedures for amendment and supplementation of its contents of operation for transformation into the post-transformation non-bank credit institution.

Article 21. Conditions for transformation of non-banking credit institutions

A non-bank credit institution is allowed to conduct the transformation when it fully meets the following conditions:

1. It has a plan for transformation as prescribed in Article 23 of this Circular which is approved by the authority with deciding competence for the non-bank credit institution.

2. At the time of request, the number of persons and structure of the Board of Directors, the Members’ Council, the Supervisory Board comply with law regulations, and there is no vacancy of a General Director (Director).

3. At the time of request, the non-bank credit institution has an internal control and internal audit system complying with Articles 57 and 58 of the Law on Credit Institutions and relevant law regulations.

4. In case a specialized finance company transformed into a general finance company, in addition to the conditions specified in Clauses 1, 2 and 3 of this Article, the following conditions must be met:

a) The actual value of the charter capital on December 31 of the year immediately preceding the year of requesting the transformation must not be lower than the legal capital of the type of post-transformation non-bank credit institution. The actual value of the charter capital is determined in accordance with the Governor of the State Bank’s regulations on limits and prudential ratios based on the audited separate financial statements of the year immediately preceding the proposed year;

b) Its business operations have been continuously profitable for at least 02 years immediately preceding the year of requesting the transformation and up to the month immediately preceding the time of transformation;

c) Compliance with the limits to ensure safety in the operations of non-bank credit institution as prescribed in the Law on Credit Institutions and the State Bank’ related guidance for 12 consecutive months immediately preceding the requesting month;

d) Compliance with regulations on classification of assets, level and method of making deductions for risk provisions and the use of provisions for handling risks in the operation as prescribed by law continuously in the quarters of the year immediately preceding the year of requesting transformation and the quarters up to the time of requesting transformation;

dd) Not be subject to sanctioning of administrative violation in monetary and banking activities within 12 months prior to the time of the requesting transformation;

e) Not be subject to the measure of no expansion of the scope of operations.

Article 22. Dossiers of request for approval of transformation of non-bank credit institutions

1. A document of the non-bank credit institution sent to the State Bank, made using the form prescribed in Appendix 03 issued together with this Circular, requesting:

a) Approval of transformation;

b) Approval of other contents (if any).

2. Dossiers of request for approval by the State Bank for contents prescribed at Point b Clause 1 of this Article in accordance with the State Bank's regulations and relevant laws.

3. Document of the authority with deciding competence for the non-bank credit institution on approval of the transformation plan; Charter of the post-transformation non-bank credit institution and other related issues.

4. Plan for transformation prescribed in Article 23 of this Circular.

5. The charter of the post-transformation non-bank credit institution that has been approved by the authority with deciding competence for the non-bank credit institution.

6. Financial statements in 3 years preceding the year of submitting the dossier of request for transformation that are audited by an independent audit organization without any qualified opinion. In case at the time of submitting the dossier of request for transformation, there is no audited financial report of the previous year, to submit the unaudited financial statement. Non-bank credit institutions must submit their audited financial statement immediately after the auditing organization issues the audit report. Non-bank credit institutions must be responsible for the content of its submitted financial statement.

7. Internal regulations on organization and operation approved by the authority with deciding competence for the non-bank credit institution, including at least the internal regulations specified in Clause 2, Article 101 of the Law on Credit Institutions and the following regulations (if any):

a) Regulations on organization and operation of the Board of Directors, the Members’ Council, the Supervisory Board, executives;

b) Regulations on organization and operation of headquarters, branches, and other affiliated units.

8. Other documents proving compliance with the conditions for transformation as prescribed in this Circular.

Article 23. Transformation plan

1. The plan for transformation must be approved by the authority with deciding competence for the non-bank credit institution and bear signatures, seal and responsibility of legal representative of such credit institution.

2. A plan for transformation must have at least the following contents:

a) Name, address and website (if any) of the non-bank credit institution;

b) Names, addresses and phone numbers of the owner, chairperson and members of the Members’ Council, chairperson and members of the Board of Directors, head and members of the Supervisory Board, General Director (Director) of the non-bank credit institution;

c) Reason for the transformation;

d) Summary report on financial situation and income of the transformed non-bank credit institution in 3 years preceding the year of requesting the transformation;

dd) Actual value of charter capital before and after the transformation of the non-bank credit institution; non-performing loans, limits and prudential ratios in the operation and the observance of those limits and ratios of the non-bank credit institution before the transformation;

e) Rights and obligations of the non-bank credit institution and related organizations and individuals (if any);

g) Expected organizational structure, operational network, and other issues concerning the organization and operations of the post-transformation non-bank credit institution;

h) Expected business plan for the first 3 years of the post-transformation non-bank credit institution, which at least contain: analysis of the market, business strategy, targets and plan; intended financial statements of each year (the financial statement; performance statement; cash flow statement; limits and prudential ratios in the operation; targets for performance and description of possibilities of financial targets in each year); satisfaction of the ratio of outstanding balance of the main credit extension operation to the total credit extension outstanding balance under regulations of the State Bank Governor (for general finance companies transformed into specialized finance companies).

Article 24. Procedures for approval of transformation

1. A non-bank credit institution shall prepare a dossier of request for approval for transformation as defined in Article 22 of this Circular and send it to the State Bank.

In case the dossier is incomplete and invalid, within 20 days after receipt of the dossier, the State Bank shall send a written request for supplementation and completion of the dossier to the non-bank credit institution.

2. The non-bank credit institution shall supplement and complete the dossier within 30 days from the date the State Bank issues the written request for supplementation and completion of the dossier.

3. Within 40 days from the date of receipt of a complete and valid dossier, the State Bank shall issue a document of approval for the transformation of non-bank credit institution, made using the form prescribed in Appendix 07 issued together with this Circular; amend and supplement the license for establishment and operation of the non-bank credit institution and approve other contents (if any). In case of refusal of the dossier, the State Bank must reply in writing, clearly stating the reason.

4. Within 45 days from the effective date of the document on approval for the transformation, the non-bank credit institution undergoing transformation shall disclose the information in accordance with Clause 2 Article 7 of this Circular and send a report on completion of transformation to the State Bank.

 

Chapter V

NOTIFICATION TO THE BUSINESS REGISTRATION AGENCY

 

Article 25. Changing the name of a domestic branch, transaction bureau, or representative office of a post-reorganization credit institution

Within 05 working days from the date the domestic branch, transaction bureau, or representative office of the post-reorganization credit institution operate under the new name, the post-reorganization credit institution shall submit a written report to the State Bank branch where the headquarters of branch, transaction bureau, or representative office is located on the change of information about the name of the branch, transaction bureau, or representative office (including name, name in foreign language, and abbreviated name).

Article 26. Information notification to the business registration agency

1. Within 05 working days from the date of receipt of the report from the merging credit institution as prescribed in Clause 4, Article 13 of this Circular, the unit in charge of handling of the dossier of request for approval of the reorganization of the credit institution shall be responsible for notifying in writing the amendment and supplementation of the license for the merging credit institution, together with the Decision on amendment and supplementation of the license; and the revocation of the licenses for establishment and operation of the merged credit institutions to the provincial-level business registration agencies where headquarters of the merging credit institution and the merged credit institutions are located for the update in the national information system on enterprise registration.

2. Within 05 working days from the date of receipt of the report from the post-consolidation credit institution as prescribed in Clause 5, Article 14 of this Circular, the unit in charge of handling of the dossier of request for approval of the reorganization of the credit institution shall be responsible for notifying in writing the grant of the license for establishment and operation for the post-consolidation credit institution, together with the license; information about the at-law representative of the post-consolidation credit institution; and the revocation of the licenses for establishment and operation of the consolidated credit institutions to the provincial-level business registration agencies where headquarters of the consolidated credit institutions and the post-consolidation credit institution are located for the update in the national information system on enterprise registration.

3. Within 05 working days from the date of receipt of the report from the post-transformation credit institution as prescribed in Clause 5, Article 19 of this Circular, the unit in charge of handling of the dossier of request for approval of the reorganization of the credit institution shall be responsible for notifying in writing the grant of the license for establishment and operation for the post-transformation credit institution, together with the license; and the revocation of the license for establishment and operation of the transformed credit institution to the provincial-level business registration agency where headquarters of the post-transformation credit institution and the transformed credit institution are located for the update in the national information system on enterprise registration.

4. Within 05 working days from the date of receipt of the report from the post-transformation non-bank credit institution as prescribed in Clause 4, Article 24 of this Circular, the unit in charge of handling of the dossier of request for approval of the reorganization of the credit institution shall be responsible for notifying in writing the amendment and supplementation of the license for establishment and operation for the non-bank credit institution, together with the Decision on amendment and supplementation of the license to the provincial-level business registration agency where headquarters of the post-transformation non-bank credit institution is located for the update in the national information system on enterprise registration.

5. Within 05 working days from the date of receipt of the document of the credit institution specified in Article 25 of this Circular, the State Bank branch shall be responsible for notifying in writing information on the change of name of the branch, transaction bureau, or representative office to the provincial-level business registration agency where the headquarters of the branch, transaction bureau, or representative office is located for the update in the national information system on enterprise registration.

 

Chapter VI

RESPONSIBILITIES OF RELATED UNITS

 

Article 27. Responsibility of credit institutions

1. The Board of Directors, the Members’ Council, the Supervisory Board, General Director (Director) and related organizations and individuals of credit institutions engaging in merger or consolidation, transformed credit institutions, and transformed non-bank credit institutions must be responsible for all operations and must ensure absolute safety of the assets of the credit institutions until the completion of the process of merger, consolidation, transformation of the legal form of credit institutions, transformation of non-bank credit institutions according to the projects on merger or consolidation, plans on transformation of the legal form, or plans on transformation that have been approved.

2. The chairperson and members of the Board of Directors, chairperson and members of the Members’ Council, and the at-law representatives of credit institutions engaging in merger or consolidation, transformed credit institutions, and transformed non-bank credit institutions must be responsible for the completeness, accuracy, validity, and legality of the dossier of request for approval of merger, consolidation, transformation of legal form of credit institutions, and transformation of non-bank credit institutions.

3. The merger and consolidation contracts must be sent by the credit institutions engaging in merger or consolidation to creditors and notified to employees within 15 days from the date the State Bank approves in rules for merger or consolidation of the credit institutions.

4. Credit institutions engaging in merger, consolidation or transformed credit institutions shall, upon the receipt of a document on approval for rules of merger, consolidation or transformation, proactively prepare for the transfer and they shall, upon the receipt of the State Bank's decision on approval for merger, consolidation or transformation of legal form, transfer all interests, obligations and organizational and operational matters.

5. After the reorganization, if any issues are discovered that are not on the books or have not been handed over, the chairperson and members of the Board of Directors, chairperson and members of the Members’ Council, the Supervisory Board, the General Director (Director) and related organizations and individuals of the credit institutions engaging in merger or consolidation, transformed credit institutions must be responsible in accordance with law regulations.

6. Keep confidentiality in accordance with Clause 3 Article 8, Clause 3 Article 15, Clause 2 Article 20 of this Circular.

7. The authorities with deciding competence for credit institutions engaging in merger or consolidation, post-merger credit institution or post-consolidation credit institution must approve the reorganization with conditions, procedures and voting method in accordance with law and charter of the credit institutions.

Article 28. Responsibilities of units of the State Bank

1. The unit in charge of handling of the dossiers of request for approval of the reorganization of credit institutions shall act as the focal point for receiving, appraising and submitting to the Governor of the State Bank for consideration and issuance of a document or decision in accordance with Articles 13, 14, 19 and 24 of this Circular.

2. Within their functions and tasks, other relevant units of the State Bank shall be responsible for coordinating with the unit in charge in processing the dossiers of request for approval of reorganization of credit institutions upon approval of such reorganization.

 

Chapter VII

IMPLEMENTATION PROVISIONS

 

Article 29. Effect

1. This Circular takes effect on February 17, 2025.

2. From the effective date of this Circular, Circular No. 36/2015/TT-NHNN dated December 31, 2015 of the Governor of the State Bank of Vietnam defining the reorganization of credit institutions ceases to be effective.

3. From the date the State Bank amends and supplements of the license for establishment and operation of a merging credit institution or a post-transformation non-bank credit institution or from the date a post-consolidation credit institution commences its operation, the post-merger credit institution, the post-transformation non-bank credit institution or the post-consolidation credit institution must not conclude new contracts or agreements to conduct operations that are not permitted in accordance with regulations.

4. All contracts or agreements concluded before the date the State Bank amends and supplements of the license for establishment and operation of the merging credit institution or the post-transformation non-bank credit institution or before the date the post-consolidation credit institution commences its operation and in accordance with law regulations effective at the time of conclusion, the post-merger credit institution, the post-transformation non-bank credit institution or the post-consolidation credit institution and its clients shall continue to perform such concluded contracts or agreements until their expiry date.

Article 30. Organization of implementation

Heads of units under the State Bank, commercial banks, non-bank credit institutions, related organizations and individuals shall take responsibility for the implementation of this Circular./.

 

FOR THE GOVERNOR THE DEPUTY GOVERNOR     Doan Thai Son

 

* All Appendices are not translated herein.