b) Charter capital;

c) Contents and duration of operation;

d) Suspension of transactions for 05 working days or more, except suspension due to force majeure events;

dd) Area of operation of the people’s credit fund.

2. Applications and procedures for approval of the list of persons elected or appointed as Chairperson and members of the Board of Directors, head and members of the Board of Controllers, General Director (Director) (hereinafter referred to as “recommended personnel list”) of a credit institution that is a cooperative, except those appointed or recommended by representative bodies of State funds.

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1. Credit institutions that are cooperatives, including: cooperative banks and people’s credit funds.

2. Organizations and individuals involved in applications and procedures for approval of changes and recommended personnel lists of credit institutions that are cooperatives.

Article 3. Authority to grant approval of changes

1. The SBV’s Governor shall consider granting approval for changes and recommended personnel lists of cooperative banks prescribed in Article 1 of this Circular, except clauses 2 and 3 of this Article.

2. The Head of the SBV Banking Supervision Agency shall consider granting approval for the following changes of a cooperative bank:

a) Renaming and revisions to its License regarding name;

b) Revisions to the License regarding changes in address without relocation of its headquarters;

c) Suspension of transactions for 05 working days or more, except suspension due to force majeure events.

3. Director of the SBV’s branch of province or central-affiliated city where a people’s credit fund is headquartered (hereinafter referred to as “SBV’s provincial branch”) shall consider granting approval for the changes and recommended personnel lists of that people’s credit fund.

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1. The application form for approval of changes and recommended personnel list of a credit institution that is a cooperative must bear the signature of its lawful representative. In case the application form is signed by an authorized representative, it must be accompanied with a written authorization which is duly made in accordance with applicable laws.

2. The application shall include documents prepared in Vietnamese.

If the application includes copies of documents, the credit institution that is a cooperative shall submit copies from master registers or certified true copies or copies presented with their originals for verification purpose. If a copy is presented together with its original for verification purpose, the officer in charge of conducting verification shall make certification that the copy corresponds with its original on the copy and assume responsibility for his/her certification.

3. The credit institution that is a cooperative shall submit 01 package of application documents for approval of changes and recommended personnel list in one of the following forms:

a) Online submission on the National public service portal or the SBV’s public service portal;

b) Direct submission at the SBV’s Single-window Section;

c) Submission by post.

4. The credit institution that is a cooperative shall assume responsibility for the adequacy, accuracy and truthfulness of all the information provided in its application.

5. Credit institution that are cooperatives shall submit their applications for approval of changes and recommended personnel lists, and notifications prescribed in points c, d clause 1 Article 17 of this Circular to the SBV as follows:

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b) The application of a people’s credit fund shall be submitted to the SBV's branch of province or city where it is headquartered.

6. The SBV shall give its written request for application modification, written response, written approval or decision to revise the License in the form of either physical copy or electronic copy.

Chapter II

SPECIFIC PROVISIONS

Article 5. Renaming

1. An application for approval of renaming includes:

a) An application form made using the form in Appendix No. 01 enclosed herewith;

b) The resolution on approval of renaming issued by the General Meeting of Members.

2. Procedures for granting approval:

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b) Within 15 days from its receipt of an adequate and valid application, the SBV shall issue a decision to revise the License regarding name of the credit institution that is a cooperative. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.

Article 6. Relocation of headquarters

1. An application for approval of relocation of headquarters includes:

a) An application form made using the form in Appendix No. 02 enclosed herewith;

b) The resolution on approval of relocation of the headquarters issued by the General Meeting of Members;

c) Documents proving that the credit institution that is a cooperative is entitled to use or has the lawful ownership of its new headquarters.

2. Procedures for granting approval:

a) The credit institution that is a cooperative shall prepare an application as prescribed in clause 1 of this Article and submit it to the SBV. If the application is inadequate, within 03 working days from its receipt of the application, the SBV shall request the applicant in writing to complete its application;

b) Within 20 days from its receipt of an adequate and valid application, the SBV shall issue a decision to revise the License regarding location of headquarters of the credit institution that is a cooperative. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.

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4. At least 15 days before the credit institution that is a cooperative starts its official operates at the new headquarters, it shall notify the SBV in writing of its planned date of starting operation at the new headquarters. The credit institution that is a cooperative is not allowed to operate at the new headquarters if it fails to satisfy requirements for the new headquarters as stated in its application.

5. In case of changes in its headquarters address without relocation, the credit institution that is a cooperative shall send an application form for approval of changes in the headquarters address which is made using the form in Appendix No. 03 enclosed herewith to the SBV.

Within 10 working days from its receipt of the application form from the credit institution that is a cooperative, the SBV shall issue a Decision to revise the License regarding changes in the headquarters address of the credit institution that is a cooperative.

Article 7. Change in charter capital

1. An application for approval of change in charter capital includes:

a) An application form made using the form in Appendix No. 04 enclosed herewith;

b) The Resolution on approval of the plan for change in charter capital issued by the General Meeting of Members, except change in charter capital due to change in capital contributions by members;

c) The Resolution on change in charter capital due to change in capital contributions by members issued by the Board of Directors;

d) List of members whose capital contributions are changed which is made using the form in Appendix No. 05 enclosed herewith;

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2. Procedures for granting approval:

a) Within 40 days from the end of the General Meeting of Members or in case of return of stakes to members resulting in the actual charter capital lower than the one specified in its License, the credit institution that is a cooperative shall prepare an application as prescribed in clause 1 of this Article and submit it to the SBV. If the application is inadequate, within 03 working days from its receipt of the application, the SBV shall request the applicant in writing to complete its application;

b) Within 30 days from its receipt of an adequate and valid application:

 (i) In case of increase in charter capital or return of stakes to members that are people’s credit funds dissolved or declared bankrupt resulting in the actual charter capital of the cooperative bank lower than that specified in its License, the SBV shall issue a Decision to revise the License regarding change in charter capital of the credit institution that is a cooperative;

 (ii) In case of decrease in charter capital, except the case prescribed in point b(i) of this clause, the SBV shall issue a written approval of decrease in charter capital of the credit institution that is a cooperative. The credit institution that is a cooperative shall only implement its plan for decrease in charter capital after obtaining the SBV’s approval;

(iii) If an application is refused, the SBV shall give a written response indicating reasons for such refusal.

3. Within 30 days from the date of the written approval given by the SBV, the credit institution that is a cooperative must conduct its decrease in charter capital and send a notification of completion of such decrease to the SBV. If the credit institution that is a cooperative fails to conduct its decrease in charter capital within this time limit, the written approval given by the SBV shall cease to have effect.

Within 10 working days from its receipt of the notification of completion of decrease in charter capital from the credit institution that is a cooperative, the SBV shall issue a Decision to revise the License regarding charter capital of the credit institution that is a cooperative.

Article 8. Changes in business lines

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a) An application form made using the form in Appendix No. 06 enclosed herewith;

b) The Resolution on approval of changes in business lines issued by the General Meeting of Members;

c) The plan for conducting business lines, which shall, inter alia, include the following information: description of business lines, processes, efficiency analysis, measures for preventing and controlling risks, and plan for implementation of such measures; plan for ensuring satisfaction of prudential ratio requirements in operations of the credit institution that is a cooperative (in case of reduction in business lines);

d) Internal regulations on business processes which must ensure management and control of risks;

dd) Documents proving satisfaction of conditions for business lines to be conducted as prescribed by law (if any).

2. Procedures for granting approval:

a) The credit institution that is a cooperative shall prepare an application as prescribed in clause 1 of this Article and submit it to the SBV. If the application is inadequate, within 03 working days from its receipt of the application, the SBV shall request the applicant in writing to complete its application;

b) Within 30 days from its receipt of an adequate and valid application, the SBV shall issue a Decision to revise the License regarding business lines of the credit institution that is a cooperative. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.

Article 9. Change in duration of operation

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a) An application form made using the form in Appendix No. 07 enclosed herewith;

b) The overview report on organization and operation which must clearly indicate:

(i) Organizational structure and operation of the management and administration apparatus, internal audit and internal control systems; assessment of business performance in the last 05 years, including main business indicators related to capital structure, use of capital and income;

(ii) Objectives and business plan for the next 03 years;

c) The Resolution on change in duration of operation issued by the General Meeting of Members;

d) If the duration of operation is shortened, the credit institution that is a cooperative shall submit the application including the documents specified in points a, b, c of this clause and documents proving the necessity of shortening its duration of operation, plans for dealing with organization and operation-related issues, and measures for ensuring safe operation during the shortened duration.

2. Procedures for granting approval:

a) The credit institution that is a cooperative shall prepare an application as prescribed in clause 1 of this Article and submit it to the SBV. If the credit institution that is a cooperative wishes to extend its duration of operation, the application must be submitted at least 06 months before the expiration of its duration of operation. If the application is inadequate, within 15 days from its receipt of the application, the SBV shall request the applicant in writing to complete its application;

b) Within 30 days from its receipt of an adequate and valid application, the SBV shall issue a Decision to revise the License regarding duration of operation of the credit institution that is a cooperative. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.

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1. An application for approval of suspension of transactions includes:

a) An application form made using the form in Appendix No. 08 enclosed herewith;

b) The Resolution on suspension of transactions issued by the General Meeting of Members;

c) Plan for dealing with risks from the suspension which must include solutions adopted to minimize adverse impacts of the suspension on rights and benefits of clients.

2. Procedures for granting approval:

a) At least 60 days before the planned date of suspension, the credit institution that is a cooperative shall prepare an application as prescribed in clause 1 of this Article and submit it to the SBV. If the application is inadequate, within 03 working days from its receipt of the application, the SBV shall request the applicant in writing to complete its application;

b) Within 15 days from its receipt of an adequate and valid application, the SBV shall consider granting approval of suspension of transactions of the credit institution that is a cooperative.

3. Upon receipt of the written approval of suspension of transactions from the SBV, at least 07 working days before the planned date of suspension, the credit institution that is a cooperative shall post notification of the time and reasons for suspension at its headquarters and transaction locations, and send the same to the People’s Committee of commune, ward or commune-level town where it is headquartered (hereinafter referred to as “Commune-level People’s Committee”) (for people’s credit funds).

Article 11. Changes in area of operation of a people’s credit fund

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a) An application form made using the form in Appendix No. 09 enclosed herewith;

b) The document, issued by a competent authority, on full or partial division or renaming of administrative unit that is the area of operation of the people’s credit fund;

c) The Resolution issued by the General Meeting of Members in case the people’s credit fund voluntarily narrows its area of operation;

d) The plan for settlement of assets, rights, obligations and other benefits relating to the narrowing of area of operation.

2. Procedures for granting approval:

a) In case of change in area of operation as a result of full or partial division or renaming of an administrative unit that is the area of operation of the people’s credit fund, except the case prescribed in point b of this clause, within 30 days from the effective date of the document, issued by a competent authority, on full or partial division or renaming of the administrative unit that is the area of operation of the people’s credit fund, the people’s credit fund shall send a document notifying such full or partial division or renaming of the administrative unit and applying for approval of revisions to its License to the SBV’s branch of province or city where the people’s credit fund is headquartered.

Within 10 days from its receipt of the document sent by the people’s credit fund, the SBV’s provincial branch shall issue a Decision to revise the License regarding area of operation of the people’s credit fund.

b) In case of narrowing of area of operation:

(i) The people’s credit fund shall prepare an application as prescribed in clause 1 of this Article and send it to the SBV’s provincial branch; If the application is inadequate, within 10 working days from its receipt of the application, the SBV’s provincial branch shall request the applicant in writing to complete its application;

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From the day on which the SBV’s provincial branch gives a written approval of narrowing of area of operation, the people’s credit fund shall not be allowed to admit new members and grant new loans in the area where its operations will be terminated;

(iii) Within 15 days from its receipt of a written notification from the people’s credit fund that it has successfully settled assets, rights, obligations and other benefits relating to its narrowing of area of operation, the SBV’s provincial branch shall issue a Decision to revise the License regarding the area of operation of the people’s credit fund.

Article 12. Assessment of compliance with code of professional ethics by recommended personnel of credit institutions that are cooperatives

1. The following persons are considered to have failed to comply with the code of professional ethics:

a) The person who must under an inspection conclusion assume responsibility for the administrative violation against regulations on licensing, management and administration, shares/share certificates, capital contribution, share purchase, credit extension, purchase of corporate bonds, or prudential ratios for which the violating credit institution or foreign bank branch must incur the highest fine in the fine bracket for such violation in accordance with regulations of law on penalties for administrative violations in monetary and banking sector;

b) The person who is determined in an inspection conclusion that he/she must be held liable to the penalties for administrative violations in monetary and banking sector imposed upon the credit institution or foreign bank branch that has not yet finished serving the penalty imposition decision;

c) The person who incurs penalties for administrative violations in monetary and banking sector within 06 months from the date of signing of the warning decision, or 01 year from the date of finishing serving another penalty imposition decision, or 01 year from the date of expiration of the statute of limitations for serving a penalty imposition decision;

d) The person who must under an inspection or audit conclusion assume personal responsibility for violations against regulations on licensing, management and administration, shares/share certificates, capital contribution, share purchase, credit extension, purchase of corporate bonds, prudential ratios, classification of assets, off-balance sheet commitments, or establishment and use of provisions for risks for which recommended remedial measures have not yet implemented.

2. A recommended person other than those specified in clause 1 of this Article must satisfy the following requirements:

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b) The recommended person must comply with the code of professional ethics issued by credit institutions that are cooperatives in accordance with SBV’s regulations on internal control and internal audit systems of commercial banks and foreign bank branches.

Article 13. Approval of recommended personnel list

1. An application for approval of a recommended personnel list includes:

a) An application form made according to the form in Appendix No. 10 enclosed herewith;

b) The Resolution on approval of the recommended personnel list issued by the Board of Directors of the credit institution that is a cooperative, which must include a statement that the recommended persons meet relevant eligibility requirements and standards as prescribed in the Law on Credit Institutions, relevant laws and the Charter of the credit institution that is a cooperative;

c) The personal CVs of recommended persons made using the form in the Appendix No. 11 enclosed herewith;

d) Criminal records of recommended persons, including information about all convictions (regardless of whether they are expunged or not); the criminal record must be issued by a competent authority within 06 months prior to the application submission date.

The recommended person may present his/her electronic criminal record issued via the VNeID application or submit an electronic criminal record;

dd) Declarations of related persons of recommended persons made using the form in Appendix No. 12 enclosed herewith;

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g) Written assessment of the credit institution or foreign bank branch where the recommended person has worked or is working which is made using the form in Appendix No. 13 enclosed herewith.

2. Procedures for granting approval:

a) At least 40 days before the planned date of meeting of the General Meeting of Members or the planned date in which the Board of Directors shall carry out appointment (including employment) of General Director (Director), the credit institution that is a cooperative shall prepare an application as prescribed in article 1 of this Article and send it to the SBV.

The SBV shall obtain necessary information from the National population database when considering and verifying information on residence. If such information is not available on the National population database, the SBV is entitled to request the credit institution that is a cooperative to provide written certification of information on residence of its recommended persons issued by competent authorities in accordance with relevant regulations of law;

b) If the application is inadequate, within 03 working days from its receipt of the application, the SBV shall request the applicant in writing to complete its application;

c) Within 20 days from its receipt of an adequate and valid application, the SBV shall give a written approval of the recommended personnel list of the credit institution that is a cooperative. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.

Article 14. Notification to business registration authorities

1. Within 05 working days from the day on which the SBV issues a Decision to revise the License, except the case prescribed in clause 2 of this Article, the SBV Banking Supervision Agency or relevant SBV’s provincial branch shall give a written notification of such issuance of decision, accompanied with the Decision to revise the License, to the relevant business registration authority for keeping the National Enterprise/Cooperative Registration Information System updated.

2. Within 05 working days from the day on which the credit institution that is a cooperative is relocated, the SBV Banking Supervision Agency or relevant SBV’s provincial branch shall give a written notification of such issuance of decision, accompanied with the Decision to revise the License regarding headquarters of the credit institution that is a cooperative, to the relevant business registration authority for keeping the National Enterprise/Cooperative Registration Information System updated.

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Chapter III

RESPONSIBILITIES OF RELEVANT UNITS

Article 15. Responsibilities of SBV Banking Supervision Agency

1. Appraise applications and request the SBV’s Governor to decide the approval of changes and recommended personnel lists of cooperative banks within his/her authority prescribed in clause 1 Article 3 of this Circular.

2. Request the SBV’s Governor to send written request for opinions to the People's Committee of province or central-affiliated city to which the cooperative bank’s headquarters will be relocated in case the cooperative bank’s headquarters will be relocated to a province or central-affiliated city different from that where it is currently headquartered.

3. Receive and appraise applications, and consider granting approval for the changes within its authority as prescribed in clause 2 Article 3 of this Circular.

4. Inspect the satisfaction of relevant headquarters-related requirements upon its receipt of the cooperative bank’s report on the planned date of starting operations at the new headquarters as prescribed in clause 4 Article 6 of this Circular.

5. Get opinions from the Organization and Personnel Department and relevant SBV’s provincial branches about the recommended personnel list of the cooperative bank, ensuring the time limit prescribed in Article 13 of this Circular.

6. Review notifications received from the cooperative bank as prescribed in point c clause 1 Article 17 of this Circular. If any error is found, request the cooperative bank to promptly correct the error or propose appropriate error correction measures to the SBV’s Governor if the error falls beyond its authority.

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Each SBV’s provincial branch shall:
1. Appraise and grant approval of changes and recommended personnel lists of people’s credit funds.

2. Get opinions from the People's Committee of commune to which the people’s credit fund’s headquarters will be relocated in case the people’s credit fund’s headquarters will be relocated to a commune different from that where it is currently headquartered, ensuring the time limit prescribed in Article 6 of this Circular.

3. Inspect the satisfaction of relevant headquarters-related requirements upon its receipt of the people’s credit fund’s report on the planned date of starting operations at the new headquarters as prescribed in clause 4 Article 6 of this Circular.

4. Get opinions of the People's Committee of commune where the recommended person resides, and of the cooperative bank (if necessary) about the list of persons to be elected or appointed as Chairperson and members of the Board of Directors, Head and members of the Board of Controllers, and Director of a people’s credit fund, ensuring the time limit prescribed in Article 13 of this Circular.

5. Get opinions from or request another SBV’s provincial branch to provide information using the form in the Appendix No. 14 enclosed herewith (if necessary).

6. Give its opinions using the form in Appendix No. 14 enclosed herewith at the request of the SBV Banking Supervision Agency or another SBV’s provincial branch within 05 working days from its receipt of such request.

7. Review notifications received from people’s credit funds as prescribed in point c clause 1 Article 17 of this Circular. If any error is found, request the people’s credit fund to promptly correct the error or take measures for correcting the error within its authority.

8. Give opinions at the request of the SBV Banking Supervision Agency about other issues within the ambit of its assigned functions and tasks.

Article 17. Responsibilities of credit institutions and foreign bank branches

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a) Take legal responsibility of the accuracy and adequacy of the information provided in its application;

b) Carry out candidacy for and/or appointment of persons to the recommended personnel list as follows:

(i) The Board of Directors of the credit institution that is a cooperative shall notify its members of the candidacy for and/or appointment of persons to the positions of Chairperson and members of the Board of Directors, the Head and members of the Board of Controllers as prescribed by law and its Charter. Such notification must include information on the number of persons to be elected to the Board of Directors/the Board of Controllers, eligibility requirements and standards for such job titles;

(ii) Based on the lists of candidates or persons appointed by members for the job positions specified in point b(i) of this clause, the Board of Directors shall consider satisfaction of eligibility requirements and standards by such candidates or persons, compile and approve the recommended personnel list. If the required number of candidates or persons appointed to the positions of Chairperson and members of the Board of Directors, the Head and members of the Board of Controllers is not met, or candidates do not meet relevant eligibility requirements and standards, the Board of Directors and the Board of Controllers are entitled to additionally appoint persons to the positions of Chairperson and members of the Board of Directors, the Head and members of the Board of Controllers;

(iii) If a candidate or appointed person does not meet relevant eligibility requirements and standards, the Board of Directors shall provide the candidate or member whose employee is appointed with reasons therefor;

b) Notify the SBV in writing of changes in the satisfaction of eligibility requirements and standards by the recommended personnel that occur during the SBV’s processing of its application or during the period lasting from the date of issue of the SBV’s written approval of the recommended personnel list to the date on which procedures for election or appointment of recommended persons are completed;

d) Give a written notification to the SBV of personnel election or appointment results and information on election or appointment of Chairperson of the Board of Directors or General Director (Director) as legal representative as prescribed in the Charter of the credit institution that is a cooperative or replacement of the legal representative using the form in Appendix No. 15 enclosed herewith within 10 days from the date of such election, appointment or replacement of the legal representative;

dd) After receiving the SBV's Decision to revise the License, the credit institution that is a cooperative shall:

(i) Make revisions to its Charter in respect of the approved changes as prescribed in points a, b, c, dd clause 1 Article 1 of this Circular;

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2. The credit institution or foreign bank branch where a recommended person has worked or is working shall assume responsibility to assess the compliance with code of professional ethics by that recommended person using the form in Appendix No. 13 enclosed herewith.

Chapter IV

IMPLEMENTATION

Article 18. Transition

An adequate and valid application for approval of changes or recommended personnel list as prescribed in Article 1 of this Circular which is submitted by a credit institution that is a cooperative before the effective date of this Circular, and is considered conformable with regulations of law in force at the time of application submission shall continue to be processed in accordance with provisions of the Circular No. 05/2018/TT-NHNN dated March 12, 2018 of the Governor of the State Bank of Vietnam (as amended) or may be modified to comply with provisions of this Circular.

Article 19. Effect

1. This Circular comes into force from July 01, 2024.

2. This Circular will nullify the following:

a) The Circular No. 05/2018/TT-NHNN dated March 12, 2018 of the Governor of the State Bank of Vietnam;

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c) The Circular No. 22/2022/TT-NHNN dated December 30, 2022 of the Governor of the State Bank of Vietnam;

d) Article 4 of the Circular No. 24/2023/TT-NHNN dated December 29, 2023 of the Governor of the State Bank of Vietnam.

Article 20. Implementation organization

The Chief of Office, Head of the SBV Banking Supervision Agency, heads of units affiliated to the SBV, Directors of SBV’s provincial branches, and credit institutions that are cooperatives are responsible for the implementation of this Circular./.