Tiếng Việt| STATE BANK OF VIETNAM | THE SOCIALIST REPUBLIC OF VIETNAM |
| No. 10/2018/TT-NHNN | Hanoi, April 09, 2018 |
APPLICATIONS AND PROCEDURES FOR GRANTING APPROVAL FOR CHANGES OF MICROFINANCE INSTITUTIONS
Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;
Pursuant to the Law on Credit Institutions dated June 16, 2010;
Pursuant to the Law on amendments to some articles of the Law on Credit Institutions November 20, 2017;
Pursuant to the Law on Enterprises dated November 26, 2014;
Pursuant to the Government’s Decree No. 16/2017/ND-CP dated February 17, 2017 defining functions, tasks, entitlements and organizational structure of the State Bank of Vietnam;
At the request of the Chief Inspector of the Central Banking Inspection and Supervision Authority;
The Governor of the State Bank of Vietnam hereby promulgates a Circular on applications and procedures for granting approval for changes of microfinance institutions.
1. This Circular provides for applications and procedures for granting approval for changes of microfinance institutions (hereinafter referred to as “MFIs”), including:
a) Name of MFI and location of headquarters;
b) Charter capital;
c) Operation, scope and duration of operation;
d) Sale, purchase or transfer of owner’s stakes; sale, purchase or transfer of contributing member’s stakes;
dd) Suspension of business activities for at least 05 working days, except for suspension due to force majeure event.
2. The sale, purchase or transfer of owner’s stakes that results in change of legal form of the MFI shall comply with regulations of the State Bank of Vietnam (hereinafter referred to as “the State Bank”) and relevant regulations of law.
1. MFIs.
2. Organizations and individuals involved in approval for changes of MFIs according to this Circular.
Article 3. Application preparation and submission
1. The MFI’s written request for the State Bank’s approval for changes prescribed in this Circular shall be signed by the legal representative of the MFI. In the cases where the authorized representative signs the written request, the application shall include a written authorization that is prepared in accordance with regulations of law.
2. 01 set of application for the State Bank's approval for changes prescribed in this Circular shall be prepared in Vietnamese. Any copy of document, diploma/certificate in foreign language translated into Vietnamese shall be authenticated in accordance with regulations of law.
3. If copies in the application are neither authenticated copies nor copies from the master registers, original copies are required for comparison upon application submission. The person doing the comparison must sign the copies and be responsible for accuracy of copies compared to originals.
4. Applications and notifications shall be submitted to the State Bank in person or by post.
Changes of an MFI shall be approved in the following forms:
1. A decision on amendments to the incorporation and operation license (hereinafter referred to as “license”) of the MFI, applicable to the cases specified in Points a, b and c Clause 1 Article 1 of this Circular.
2. A written approval, applicable to the cases specified in Points d and dd Clause 1 Article 1 of this Circular.
1. The application includes:
a) An application form for approval for change of name, containing at least: name specified in the license, name expected to be changed that shall be comply with relevant regulations of law on naming, reasons for change;
b) A decision on approval for change of name issued by the Board of Members.
2. Procedures for granting approval:
a) The MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 30 days from the day on which the satisfactory application is received, the State Bank shall issue the decision on amendments to the MFI’s license. In case of rejection, the State Bank shall provide written explanation.
Article 6. Change of headquarters
1. The application includes:
a) An application form for approval for change of headquarters, containing at least:
(i) The headquarters specified in the license;
(ii) Headquarters expected to be changed, specifying name of the building (in case of office buildings for lease), house number, street name and name of the commune, district or central-affiliated city. The headquarters expected to be changed shall comply with regulations of the State Bank on headquarters;
(iii) Reasons for change;
(iv) A headquarters relocation plan to ensure continuity in operations;
b) A decision on approval for change of the headquarters issued by the Board of Member;
c) Documentary evidence for the MFI’s right to use or legal ownership of the new headquarters.
2. Procedures for granting approval:
a) The MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 30 days from the day on which the satisfactory application is received, the State Bank shall issue the decision on amendments to the MFI’s license. In case of rejection, the State Bank shall provide written explanation.
3. Within 12 months from the day on which the State Bank issues the decision on amendments to the MFI’s license regarding change of the headquarters, the MFI shall operate at the new headquarters. After the aforementioned time limit, if the MFI does not operate at the new headquarters, the decision on amendments to the license will be invalid.
4. At least 15 days before the day on which the MFI operates at the new headquarters, the MFI shall send a notice of expected date of operation at the new headquarters to the branch of the State Bank of the province or central-affiliated city (hereinafter referred to as “the branch of the State Bank) where the headquarters is located. The MFI must not operate at the new headquarters if such headquarters fails to comply with regulations of the State bank on headquarters.
5. In the cases where the address is changed without changing the headquarters, the MFI shall send a notice of change of the headquarters and application form for amendments to the license regarding change of the headquarters to the State Bank.
Within 10 working days from the day on which the MFI’s application form is received, the State Bank issues the decision on amendments to the MFI’s license regarding change of the headquarters.
Article 7. Change in operation and scope of operation
1. The application includes:
a) An application form for approval for change in operation and scope of operation, containing at least:
(i) Operation and scope of operation to be changed;
(ii) Reasons and necessity for change of operation and scope of operation;
b) A decision on approval for change in operation and scope of operation issued by the Board of Members.
c) A plan for changing operation and scope of operation, containing at least: description of changed operation and scope of operation, procedures for change, analysis of efficiency of change, risk prevention and control measures, business plan, plan for change;
d) Draft of internal regulations on procedures for management and control of risks that arise.
2. Procedures for granting approval:
a) The MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 30 days from the day on which the satisfactory application is received, the State Bank shall issue the decision on amendments to the MFI’s license. In case of rejection, the State Bank shall provide written explanation.
Article 8. Change of operation duration
1. The application includes:
a) An application form for approval for change of operation duration, containing at least:
(i) The operation duration specified in the license;
(ii) Operation duration expected to be changed;
(iii) Reasons for change;
b) A general report on organizational structure and operation, including:
(i) Assessment of operation results in the last 05 years, including criteria for capital structure, capital use and business outcome; organization structure and operation of executive apparatus, internal audit and internal control system;
(ii) Targets and business plan for the next 03 years;
c) A decision on approval for change of operation duration issued by the Board of Members.
2. Procedures for granting approval:
a) At least 180 days before the end of operation duration, the MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 30 days from the day on which the satisfactory application is received, the State Bank shall issue the decision on amendments to the MFI’s license. In case of rejection, the State Bank shall provide written explanation.
Article 9. Change in charter capital
1. The application includes:
a) An application form for approval for the increase in charter capital, containing at least:
(i) The charter capital specified in the license;
(ii) The expected increase in charter capital;
(iii) Reasons and necessity for the increase in charter capital;
(iv) Sources used for increasing charter capital;
(v) Plan and expected duration for complete increase in charter capital;
(vi) The holding of contributing members (in case the change in charter capital results in a change in the holding of contributing members);
(vii) Expected plan for use of the increased charter capital for business activities; capacity of management and control of risks to the increased charter capital;
b) A decision on approval for change in the charter capital issued by the Board of Members;
c) An owner’s decision on approval for or contributing member’s written approval for increase in the charter capital;
d) Regarding the charter capital increase resulting from additional contributions by the owner or contributing member, in addition to the documents specified in Points a, b and c of this Clause, the MFI shall supplement the following documents:
(i) The owner’s or contributing member’s commitment to use legal sources to grant or contribute capital according to the plan for increasing the MFI’s charter capital;
(ii) A written confirmation given by the Operation Center of the State Bank or the branch of the State Bank of the area where the MFI's headquarters is located of the increased charter capital already deposited into the blocked account;
dd) Regarding the charter capital increase resulting from additional contributions by the new contributing member, in addition to the documents specified in Points a, b, c and d of this Clause, the MFI shall supplement the application of the MFI’s contributing member which is the same as that of the MFI’s founding member in accordance with regulations of the State Bank on licensing, organization and operation of microfinance institutions.
2. Procedures for granting approval:
a) The MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 30 days from the day on which the satisfactory application is received, the State Bank shall issue the decision on amendments to the MFI’s license. In case of rejection, the State Bank shall provide written explanation.
Section 2: SALE, PURCHASE OR TRANSFER OF STAKES
1. The application includes:
a) An application form for approval for sale, purchase or transfer of stakes, specifying:
(i) Name and address of headquarters of the seller, purchaser, transferee and transferor; proportion of sale, purchase or transfer of stakes; the holding and value of contributing members’ stakes before and after sale, purchase or transfer of stakes;
(ii) Reasons for sale, purchase or transfer;
(iii) Expected time for sale, purchase or transfer;
b) A decision on approval for sale, purchase or transfer of stakes issued by the Board of Members;
c) The purchaser’s or transferee’s commitment to legitimacy of the capital used for purchase of stakes or receipt of transferred stakes;
d) A commitment to sale, purchase or transfer of the stakes between the seller/transferor and the purchaser/transferee.
2. Procedures for granting approval:
a) The MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 30 days from the day on which the satisfactory application is received, the State Bank shall consider approving the sale, purchase or transfer of stakes of the MFI. In case of rejection, the State Bank shall provide written explanation.
3. Within 30 days from the day on which State Bank grants a written approval, the seller, purchaser or transferor of stakes shall complete sale, purchase or transfer of stakes. After the aforementioned time limit, if the seller, purchaser or transferor fails to complete sale, purchase or transfer of stakes, the written approval granted by the State Bank shall be invalid.
Within 05 working days from the date of completion of sale, purchase or transfer of stakes, the MFI shall send a notice of completion of sale, purchase or transfer of stakes to the State Bank.
Within 10 working days from the day on which the notice is received, the State Bank issues the decision on amendments to the MFI’s license.
1. The application includes:
a) An application form for approval for sale, purchase or transfer of stakes, specifying:
(i) Name and address of headquarters of the seller, purchaser, transferee and transferor; proportion of sale, purchase or transfer of stakes; the holding and value of contributing members’ stakes before and after sale, purchase or transfer of stakes;
(ii) Reasons for sale, purchase or transfer;
(iii) Expected time for sale, purchase or transfer;
b) A decision on approval for sale, purchase or transfer of stakes issued by the Board of Members;
c) A commitment to sale, purchase or transfer of the stakes between the current contributing member and the new one;
d) The purchaser’s or transferee’s commitment to use legal sources to purchase stakes or receive transferred stakes;
dd) Documentary evidence for fulfillment of conditions applied to contributing members and the holding in accordance with regulations of the State Bank on licensing, organization and operation of microfinance institutions, including:
(i) An application of the new contributing member being an organization:
- A corporation license or enterprise registration certificate or equivalent document;
- Charter of the organization;
- A written authorization of the representative of the capital contribution in the MFI in accordance with the law;
- Curriculum vitae of the representative of the capital contribution prepared using the Form in Appendix 01 hereof, police (clearance) certificate (including criminal convictions that have been or not been deleted);
- Copies of ID cards or passports of the legal representative of the organization and the representative of the capital contribution in the MFI;
- An independently audited financial statement of the year preceding the year of submission of the application and financial statement to the latest date (interim financial reporting or independently unaudited annual financial statement) by the time of submission of the application for receipt of transferred stakes (applicable to the new contributing member being an enterprise);
- A report on operations in the last 02 consecutive years prior to the year of submission of the application (applicable to the new contributing member other than an enterprise);
- A document of the competent authority of the home country that contains information about compliance with laws on banking and other relevant regulations of law in 05 consecutive years preceding the year in which the application for purchase of stakes or receipt of the transferred stakes is submitted (applicable to the new contributing member being a foreign bank);
- A declaration of organization’s relevant persons made using the Form in the Appendix 02 hereof;
(ii) An application of the new contributing member being an individual:
- A curriculum vitae prepared using the Form in Appendix 01 hereof, police (clearance) certificate;
- Copies of ID cards or passports;
- A declaration of individual’s relevant persons made using the Form in the Appendix 02 hereof.
2. Procedures for granting approval:
a) The MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 30 days from the day on which the satisfactory application is received, the State Bank shall consider approving the sale, purchase or transfer of stakes of the MFI. In case of rejection, the State Bank shall provide written explanation.
3. Within 30 days from the day on which State Bank grants a written approval, the seller, purchaser or transferor of stakes shall complete sale, purchase or transfer of stakes. After the aforementioned time limit, if the seller, purchaser or transferor fails to complete sale, purchase or transfer of stakes, the written approval granted by the State Bank shall be invalid.
Within 05 working days from the date of completion of sale, purchase or transfer of stakes, the MFI shall send a notice of completion of sale, purchase or transfer of stakes to the State Bank.
Within 10 working days from the day on which the notice is received, the State Bank issues the decision on amendments to the MFI’s license.
1. The application includes:
a) An application form for approval for sale, purchase or transfer of stakes, specifying:
(i) Name and address of the headquarters of the seller/transferor and the purchaser/transferee;
(ii) Reasons for sale, purchase or transfer;
(iii) Expected time for sale, purchase or transfer.
b) A decision on approval for sale, purchase or transfer of stakes issued by the owner;
c) An application form for purchase of stakes or receipt of transferred stakes signed by the legal representative of the purchaser or the transferee;
d) The purchaser’s or transferee’s commitment to use legal sources to purchase stakes or receive transferred stakes of the MFI;
dd) A commitment to sale, purchase or transfer of the stakes between the owner of the MFI and the purchaser/transferee;
e) Documentary evidence for the purchaser/transferee's fulfillment of conditions applied to owners in accordance with regulations of the State Bank on licensing, organization and operation of microfinance institutions.
2. Procedures for granting approval:
a) The MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 30 days from the day on which the satisfactory application is received, the State Bank shall consider approving the sale, purchase or transfer of stakes of the MFI’s owner. In case of rejection, the State Bank shall provide written explanation.
3. Within 30 days from the day on which State Bank grants a written approval, the seller, purchaser or transferor of stakes shall complete sale, purchase or transfer of stakes and send a notice of completion to the State Bank. After the aforementioned time limit, if the seller, purchaser or transferor fails to complete sale, purchase or transfer of stakes, the written approval granted by the State Bank shall be invalid.
Within 05 working days from the date of completion of sale, purchase or transfer of stakes, the MFI shall send a notice of completion of sale, purchase or transfer of stakes to the State Bank.
Within 10 working days from the day on which the notice is received, the State Bank issues the decision on amendments to the MFI’s license.
1. The application includes:
a) An application form for approval for suspension of business activities, containing at least:
(i) Duration and expected time for suspension of business activities;
(ii) Reasons for suspension of business activities;
b) A decision on approval for suspension of business activities issued by the Board of Members;
c) Documentary evidence for necessity for suspension of business activities;
d) A plan for management of risks that arise due to suspension of business activities, including expected solutions for minimizing effects of suspension of business activities on rights and interests of clients.
2. Procedures for granting approval:
a) At least 60 days before the expected dated of suspension of business activities, the MFI shall prepare an application prescribed in Clause 1 of this Article and submit it to the State Bank. In case the application is unsatisfactory, within 03 working days from the day on which the application is received, the State Bank shall request the MFI in writing to complete it;
b) Within 25 days from the day on which the satisfactory application is received, the State Bank shall grant a written approval for the MFI’s suspension of business activities for at least 05 working days. In case of rejection, the State Bank shall provide written explanation.
3. After receiving the written approval, at 03 working days before the date of suspension of business activities, the MFI shall inform clients, post the duration and reasons for suspension of business activities at its headquarters and transaction offices.
RESPONSIBILITIES OF RELEVANT AUTHORITIES
Article 14. Responsibilities of the Central Banking Inspection and Supervision Authority
1. Act as a central role in receiving applications, appraising and submitting MFIs' changes prescribed in this Circular to the Governor of the State Bank for consideration.
2. Request the Governor of the State Bank to consider granting for the written requests for opinions from:
a) the People’s Committee of the province or central-affiliated city to which the MFI wishes to relocate about change of the MFI’s headquarters in case the new headquarters is located outside the province or central-affiliated city where the MFI's headquarters is located.
b) the People’s Committee of the province or central-affiliated where the MFI's headquarters is located about sale, purchase or transfer of stakes of the owner.
3. Seek opinions from the branch of the State Bank of the area where the MFI’s headquarters is located in the following cases:
a) Change of name and headquarters of the MFI;
b) Change of duration of operation of the MFI;
c) Sale, purchase or transfer of stakes of the MFI’s owner.
4. Keep the branch of the State Bank of the area where the MFI's headquarters is located informed of the written approval and the decision on amendments to the MFI’s license regarding MFI’s changes.
Article 15. Responsibilities of branches of the State Bank
1. Inspect compliance with conditions applied to headquarters upon receipt of the MFI’s notice of expected dated of operation at the new headquarters before the day on which the MFI operates at the new headquarters.
2. Contribution opinions about change of duration of operation and sale, purchase or transfer of stakes of the MFI’s owner at the request of the Central Banking Inspection and Supervision Authority.
Article 16. Responsibilities of MFIs
1. The MFI shall be responsible to law for the accuracy and adequacy of the information included in the applications.
2. When granted the written approval for one or several changes specified in Clause 1 Article 1 of this Circular, the MFI shall:
a) make amendments to the charter of the MFI in conformity with the approved change;
b) register with a competent authority about the changes in accordance with regulations of law.
c) publish the changes specified in Points a, b and c Clause 1 Article 1 of this Article on the website of the State Bank, at the headquarters of the MFI and in 03 consecutive issues of a Vietnam's daily newspaper or online newspapers within 07 working days from the day on which the State Bank's written approval is received.
Article 17. Transitional clause
The MFI that has submitted a valid application for approval for one or several changes specified in Clause 1 Article 1 of this Circular before the effective date of this Circular and in accordance with laws at that time shall be entitled to keep complying with applicable regulations of law or make amendments to its application to comply with this Circular.
1. This Circular comes into force from June 01, 2018.
2. From the effective date of this Circular, the following regulations are null and void:
a) Circular No. 02/2008/TT-NHNN dated April 02, 008 of the Governor of the State Bank and Government's Decree No. 165/2007/ND-CP dated November 15, 2007;
b) Article 9 of the Circular No. 24/2011/TT-NHNN dated August 31, 2011 of the Governor of the State Bank.
Chief of Office, Chief Inspector of the Central Banking Inspection and Supervision Authority, heads of affiliates of the State Bank of Vietnam, Directors of branches of the State Bank of provinces and cities, President of the Board of Members and General Directors (Directors) of MFIs are responsible for the implementation of this Circular.
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| THE GOVERNOR |
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- 1 Circular No. 02/2008/TT-NHNN of April 2, 2008, guiding the implementation of the Government's Decree No. 28/2005/ND-CP of March 9, 2005, on organization and operation of small-sized financial institutions in Vietnam, and Decree No. 165/2007/ND-CP of November 15, 2007, amending, supplementing and annulling a number of articles of the Government's Decree No. 28/2005/ND-CP of March 9, 2005, on organization and operation of small-sized financial institutions in Vietnam.
- 2 Circular No. 24/2011/TT-NHNN of August 31, 2011, on implementing the scheme of administrative procedure simplification in banking establishment and operation under the resolutions of the government on the simplification of administrative procedures within the jurisdiction of the State Bank of Vietnam
- 3 Circular No. 24/2011/TT-NHNN of August 31, 2011, on implementing the scheme of administrative procedure simplification in banking establishment and operation under the resolutions of the government on the simplification of administrative procedures within the jurisdiction of the State Bank of Vietnam
- 1 Circular No. 19/2019/TT-NHNN dated November 05, 2019 on operating networks of microfinance institutions
- 2 Circular No. 18/2018/TT-BTC dated February 12, 2018 provide guidance on financial policies applicable to microfinance institutions
- 3 Law No. 17/2017/QH14 dated November 20, 2017
- 4 Circular No. 33/2015/TT-NHNN dated December 31, 2015 on prudential ratios of microfinance institutions
- 5 Law No. 68/2014/QH13 dated November 26, 2014, on enterprises
- 6 Circular No. 135/2013/TT-BTC of September 27, 2013, guiding the pilot application of policy on enterprise income tax to microfinance organizations
- 7 Law No. 46/2010/QH12 of June 16, 2010, on the State Bank of Vietnam
- 8 Law No. 47/2010/QH12 of June 16, 2010, on credit institutions
- 1 Circular No. 19/2019/TT-NHNN dated November 05, 2019 on operating networks of microfinance institutions
- 2 Circular No. 18/2018/TT-BTC dated February 12, 2018 provide guidance on financial policies applicable to microfinance institutions
- 3 Circular No. 33/2015/TT-NHNN dated December 31, 2015 on prudential ratios of microfinance institutions
- 4 Circular No. 135/2013/TT-BTC of September 27, 2013, guiding the pilot application of policy on enterprise income tax to microfinance organizations