b) voluntary termination of operation or dissolution of the branch of a non-bank credit institution in the province or city.”

2. Points c, dd and g clause 1 of Article 10 shall be amended as follows:

“c) If the application for approval for establishment of a branch is submitted, within 05 working days from the receipt of a sufficient application, the Bank Supervision and Inspection Agency shall ask for written opinions from the SBV’s branch in the province or city where the non-bank credit institution’s branch is going to be established about the necessity of the branch in that province or city;

“dd) Within 15 working days from the receipt of sufficient opinions from the SBV’s branch mentioned in point c of this clause, the Bank Supervision and Inspection Agency shall request the SBV’s Governor to give approval or refuse to give approval for the establishment of branch of the non-bank credit institution;”

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3. Point a (v) clause 2 of Article 10 shall be amended as follows:

“(v) The branch’s Director or holder of equivalent position shall meet standards and requirements set forth in Clause 5 Article 41 of the Law on Credit Institutions and internal regulations of the non-bank credit institution;”

4. Points b and c clause 2 of Article 10 shall be amended as follows:

“b) The non-bank credit institution shall submit a report to the SBV’s branch of the province or city where the branch is located on the following contents at least 15 days before the estimated date of commencement of the branch's operations:

(i) the estimated date of commencement of the branch's operations and its satisfaction of the requirements for commencement of the branch's operations specified in point a of this clause;

(ii) Information on name of the branch (name, name in foreign language, and abbreviated name); address of the branch (address, phone number, fax number, email, and website); information on Director of the branch or holder of equivalent position (full name, gender, date of birth, ethnicity, nationality, type of legal document of individual, number of legal document of individual, date of issuance, place of issuance, permanent address, and contact address);

c) The non-bank credit institution shall start operations of the branch after it satisfies the requirements set forth in Point a of this Clause and publishes information according to Article 11 hereof.”

5. Clause 3 shall be amended and clause 4 shall be added to Article 10 as follows:

“3. Commencement of operations of the representative office or service provider:

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b) The non-bank credit institution shall submit a report to the SBV’s branch in the province or city where the representative office or service provider is located at least 15 days before the estimated date of commencement of operations of the representative office of service provider.  Regarding the representative office, the non-bank credit institution shall submit a report to the SBV’s branch in the province or city where the representative office is located on information, including the estimated date of commencement of operations; name of the representative office (name, name in foreign language, and abbreviated name); address of the representative office (address, phone number, fax number, email, and website); head of the representative office (full, gender, date of birth, ethnicity, nationality, type of legal document of individual, number of legal document of individual, date of issuance, place of issuance, permanent address, and contact address).

4. Within 05 working days from the receipt of the reports specified in point b, clause 2, point b clause 3 of this Article, the SBV’s branch shall be responsible for giving a written notification of information reported by the non-bank credit institution in point b clause 2, point b clause 3 of this Article, enclosed with a written approval for establishment of the branch, the representative office to the provincial business registration agency.”

6. Article 12 shall be amended as follows:

“Article 12. Change of branch’s name

1. The non-bank credit institution shall decide the change of its branch's name (name, name in foreign language, and abbreviated name) which must be conformable with applicable laws.  Within 05 working days from the date on which the non-bank credit institution makes a decision on change of its branch’s name, the non-bank credit institution shall submit a report on such change of its branch’s name to the SBV’s branch in the province or city where the branch office is located.

2. Within 05 working days from the date of receipt of the report from the non-bank credit institution specified in clause 1 of this Article, the SBV’s branch shall be responsible for giving a written notification of information on change of the branch’s name reported by the non-bank credit institution in clause 1 of this Article to the provincial business registration agency.”

7. Article 13 shall be amended as follows:

“Article 13. Change of branch’s location

1. The non-bank credit institution is allowed to change its branch's location within the same province or city where the branch is located provided that the new location of branch shall meet the requirements specified in Points a (i), a (ii) and a (iii) clause 2 Article 10 hereof.

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a) Application form for approval for change of the branch’s location which is made by the non-bank credit institution and includes, inter alia, the following contents: the current location; the location where the branch is going to be moved to, which must meet the requirements specified in clause 1 of this Article; the plan for relocation of the branch office which must ensure the branch’s uninterrupted operations;

b) Resolution on approval for the change of the branch’s location made by the Board of Members or the Board of Directors of the non-bank credit institution, or other documents of equivalent validity made by other authorities of the non-bank credit institution as regulated in its Charter.

3. Procedures:

a) The non-bank credit institution shall prepare an application as regulated in clause 2 of this Article and submit it to the SBV’s branch in the province or city where the branch is located. If the application is insufficient or invalid, within 05 working days from the receipt of the application, the SBV’s branch shall request the applicant in writing to modify the application.

b) Within 10 days from the receipt of the sufficient application as regulated in clause 2 of this Article, the SBV’s branch in the province or city where the branch is located shall give approval or refuse to give approval for the change of the branch’s location to the applicant; in case of refusal, a written response in which reasons for refusal are indicated shall be provided for the applicant.

4. The non-bank credit institution shall submit a report to the SBV’s branch of the province or city where the branch is located on its satisfaction of the requirements laid down in clause 1 of this Article at least 15 days before the estimated date of commencement of operations at the new branch's location.

5. Within 05 working days from the date of receipt of the report specified in clause 4 of this Article, the SBV’s branch shall be responsible for giving a written notification of information about change of branch’s location reported by the non-bank credit institution in clause 4 of this Article enclosed with a written approval for this change to the provincial business registration agency.

6. Within 12 months from the date on which the SBV’s branch gives the written approval, the branch of the non-bank credit institution shall carry out its operations at the approved location.  Over this time limit, if the branch of the non-bank credit institution fails to carry out its operations at the approved location, the written approval given by the SBV’s branch shall be implicitly invalid.

7. In case of change of the branch's address without relocation of the branch, the non-bank credit institution shall send a report to the SBV’s branch in the province or city where the branch is located on change of the branch’s address within 07 working days from the date of change.

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8. Clause 3 shall be added to Article 14 as follows:

“3. Within 05 working days from the date of receipt of the application form from the non-bank credit institution specified in clause 2 of this Article, the SBV’s branch of the province or city where the representative office is located shall give a written notification of information about change of the name and location of the representative office reported by the non-bank credit institution in clause 2 of this Article to the provincial business registration agency.

If the representative office is moved to another province or city, the SBV’s branch in the province or city where the new location of the representative office is established shall give a written notification of information about change of location of the representative office reported by the non-bank credit institution in clause 2 of this Article to provincial business registration agency.”

9. Article 18 shall be amended as follows:

“Article 18. Voluntary termination of operation or dissolution of branches, representative offices and service providers

1. Application for voluntary termination of operation or dissolution of a branch:

a) Application form for termination of operation or dissolution of the branch which is made by the non-bank credit institution and specifies: reasons for termination of operation or dissolution; name and address of the branch having its operation terminated or to be dissolved; and commitments to settle issues concerning assets, rights, obligations and related benefits of the branch having its operation terminated or to be dissolved;

b) Resolution on the termination of operation or dissolution of the branch made by the Board of Directors, or the Board of Members of the non-bank credit institution, or other documents of equivalent validity made by other authorities of the non-bank credit institution as regulated in its Charter;

c) Plan for settlement of assets, rights, obligations and related benefits of the branch having its operation terminated or to be dissolved.

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a) The non-bank credit institution shall prepare an application as regulated in clause 1 of this Article and submit it to the SBV’s branch in the province or city where the branch is located;

b) Within 45 days from the receipt of the sufficient application as regulated in clause 1 of this Article, the SBV’s branch shall give written approval or refuse to give approval to the applicant; In case of refusal, a written response in which reasons for refusal are indicated shall be provided for the applicant.

3. Within 45 days from the date on which the SBV’s branch gives a written approval for termination of operation or dissolution of the branch, the non-bank credit institution shall carry out legal procedures for termination of operation or dissolution of the branch and submit a report to the SBV (via the Bank Supervision and Inspection Agency) and the SBV’s branch in the province or city where the branch is located on results of the termination of operation or dissolution of the branch.

4. Voluntary termination of operation or dissolution of representative offices and service providers: Representative offices and service providers shall have their operations terminated or be dissolved according to decisions made by the related non-bank credit institution. Within 05 working days from the termination of operation or dissolution of the representative office or service provider, the non-bank credit institution shall send a written notification which indicates reasons and date of termination of operation or dissolution to the SBV (via the Bank Supervision and Inspection Agency), the SBV’s branch in the province or city where the representative office or service provider is located.

5. Within 05 working days from the date of receipt of the reports specified in clause 3, clause 4 of this Article, the SBV’s branch shall give a written notification of information about the termination of operation or dissolution of the branch or the representative office reported by the non-bank credit institution in clause 3, clause 4 of this Article to the provincial business registration agency.” 

10. Article 19 shall be amended as follows:

“Article 19. Compulsory termination of operation or dissolution of branches, representative offices and service providers

1. The branch, representative office or service provider of a non-bank credit institution shall be considered to have its operations terminated or be dissolved in one of the following cases:

a) There are evidences that the application for establishment of the branch, representative office or service provider contains false information, resulting in inaccurate assessment of fulfillment of requirements for establishment of the branch, representative office or service provider of the non-bank credit institution;

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2. In the case mentioned in clause 1 of this Article, the SBV’s branch in the province or city where the branch, representative office or service provider of the non-bank credit institution is located shall submit a written request for approval for compulsory termination of operation or dissolution of the branch, representative office or service provider, which must indicate reasons for such compulsory termination of operation or dissolution, to the SBV (via the Bank Supervision and Inspection Agency).

3. Within 15 days from the receipt of the written request for approval for compulsory termination of operation or dissolution of the branch, representative office or service provider of the non-bank credit institution from the SBV’s branch as regulated in clause 2 of this Article or during the inspection or supervision through which the case mentioned in Clause 1 of this Article is discovered, the Bank Supervision and Inspection Agency shall request or request the SBV’s Governor to request the non-bank credit institution in writing to terminate the operation or dissolve its branch, representative office or service provider within its jurisdiction.

4. Within 90 days from the date on which the SBV sends the written request for termination of operation or dissolution of the branch, representative office or service provider to the non-bank credit institution as regulated in clause 3 of this Article, the non-bank credit institution shall carry out legal procedures for termination of operation or dissolution of the branch, representative office or service provider and submit a report to the SBV (via the Bank Supervision and Inspection Agency) and the SBV’s branch in the province or city where the branch, representative office or service provider is located on results of the termination of operation or dissolution of the branch, representative office or service provider.

5. Within 05 working days from the date of receipt of the report specified in clause 4 of this Article, the SBV’s branch shall give a written notification of information about the termination of operation or dissolution of the branch or the representative office reported by the non-bank credit institution in clause 4 of this Article to the provincial business registration agency.” 

11. Article 20 shall be amended as follows:

“Article 20. Publishing information about termination of operation or dissolution of branches, representative offices and service providers

Within 07 working days from the date of termination of operation or dissolution of the branch, representative office or service provider (except for the case of implicit termination of operation or dissolution specified in Article 17 of this Circular), the non-bank credit institution shall publish and post up notices of such operation termination or dissolution at its headquarters and at the location of the related branch, representative office or service provider, and publish information concerning such operation termination or dissolution on a mean of communication of the SBV and of the non-bank credit institution (if any), and on a printed newspaper on 03 consecutive issues or a Vietnamese online newspaper.  Information to be published includes:

1. Name and address of the branch, representative office or service provider that has its operation terminated or is dissolved

2. Date of termination of operation or dissolution.

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12. Clause 1a shall be added to Clause 1 Article 21 as follows:

 “1a. Within 05 working days from the date on which a decision on change of the branch’s Director or holder of equivalent position, the head of the representative office is issued, the non-bank credit institution shall send a report to the SBV’s branch in province or city where the non-bank credit institution’s branch or representative office is located on information about the branch’s Director or holder of equivalent position, the head of the representative office (full name, gender, date of birth, ethnicity, nationality, type of legal document of individual, number of legal document of individual, date of issuance, place of issuance, permanent address, and contact address).”

13. Article 22 shall be amended as follows:

"Article 22. Responsibility of SBV’s branch in province or city where the non-bank credit institution’s branch, representative office or service provider is located

1. Receive applications, and consider giving approval or refusing to give approval for the contents specified in clause 3 Article 4 hereof;

2. Within 05 working days from the date of receipt of the report from the non-bank credit institution specified in clause 1a Article 21 of this Circular, the SBV’s branch shall be responsible for giving a written notification of information on change of the branch’s Director or holder of equivalent position, the head of the representative office reported by the non-bank credit institution in clause 1a Article 21 of this Circular to the provincial business registration agency.

3. Cooperate with the Bank Supervision and Inspection Agency in settling issues concerning the organization and operation of the branch, representative office and service provider of the local non-bank credit institution.

4. Provide opinions at the request of the Bank Supervision and Inspection Agency as regulated in point c clause 1 Article 10 hereof;

5. Submit the written request to the SBV (via the Bank Supervision and Inspection Agency) as regulated in clause 2 Article 19 hereof.

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14. Clauses 1a, 1b shall be added to Clause 1 Article 23 as follows:

 “1a. Receive applications, and consider giving approval or refusing to give approval for the contents specified in clause 2 Article 4 hereof;

1b. Send a written approval for the contents specified in clause 1, clause 2 Article 4 of this Circular to the SBV’s branch that will notify the provincial business registration agency.”

15. The following phrases shall be replaced as follows:

a) The phrase “trình tự” shall be replaced by the phrase “thủ tục" (procedures) in Article 10, point b clause 2 Article 24;

b) The phrase “Cổng thông tin điện tử của Ngân hàng Nhà nước và tổ chức tín dụng phi ngân hàng (nếu có), một tờ báo viết hàng ngày trong 03 số liên tiếp hoặc báo điện tử của Việt Nam” (the websites of the SBV and of the non-bank credit institution (if any), and on three consecutive editions of a daily printed newspapers or online newspapers of Vietnam) shall be replaced by the phrase “01 phương tiện truyền thông của Ngân hàng Nhà nước và tổ chức tín dụng phi ngân hàng (nếu có) và 01 tờ báo in trong 03 số liên tiếp hoặc trên 01 báo điện tử của Việt Nam” (a mean of communication of the SBV and of the non-bank credit institution (if any), and on a printed newspaper on 03 consecutive issues or a Vietnamese online newspaper) in Article 11 and Article 15;

c) The phrase “ngày làm việc” (working days) shall be replaced by the phrase “ngày" (days) in point d clause 1 Article 10, point b (ii) clause 2 Article 24.

Article 2. Amendments to some articles of Circular No. 25/2017/TT-NHNN dated December 29, 2017 of the Governor of the State Bank of Vietnam on application and procedures for approval for changes of non-bank credit institutions

1. Points d and dd clause 1 of Article 1 shall be amended as follows:

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

2. Clause 2 of Article 1 shall be amended as follows:

“2. Application and procedures for approval for changes and revisions to a License regarding operation of a non-bank credit institution; application and procedures for approval for relocation of headquarters; listing of shares on a foreign securities market of a non-bank credit institution shall comply with specific guidance provided by the State Bank of Vietnam (hereinafter referred to as “State Bank”) and relevant regulations of law.”

3. Clause 1 of Article 2 shall be amended as follows:

“1. Non-bank credit institutions, including general and specialized finance companies.”.

4. Article 3a shall be added to Article 3 as follows:

 "Article 3a. Power to grant approval for changes

1. The Governor of the State Bank shall consider granting approval for changes and revisions to the following contents stated in a License issued to a non-bank credit institution:

a) Relocation of its headquarters to another province or central- affiliated city;

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c) Increase in charter capital of a joint-stock non-bank credit institution from convertible bonds, additional reserve fund of charter capital, share premium fund, undistributed profits and other funds in accordance with regulations of law;

d) Purchase, sale, transfer of stakes of owners; purchase, sale, transfer of stakes of capital contributors;

dd) Revisions to the License issued to the non-bank credit institution, except for the cases specified in points a,b,c,d of this clause, clause 2 and clause 3 of this Article.

2. The Chief of the Bank Supervision and Inspection Agency shall consider granting approval for changes and revisions to the following contents stated in a License issued to a non-bank credit institution:

a) Increase in charter capital of a limited liability non-bank credit institution;

b) Increase in charter capital of a joint-stock non-bank credit institution, except for the cases specified in point c clause 1 of this Article;

c) Purchase or receipt of transfer of shares resulting in conversion into major shareholders;

3. A Director of a Bank Supervision and Inspection Department shall consider granting approval for changes and revisions to the following contents stated in a License issued to a non-bank credit institution:

a) Change of name;

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c) Change in the address of the headquarters (without relocation of the headquarters) of the non-bank credit institution.

4. A Director of SBV’s branch in the province or central-affiliated city shall consider granting approval for suspension of transactions for 05 working days or more, except for suspension due to force majeure events.”

5. Article 4 shall be amended as follows:

“Article 4. Principles of preparation of applications

1. An application must be made in Vietnamese.  Documents of the application written in a foreign language shall be consularly legalized according to regulations of Vietnamese law (unless they are exempted from consular legalization under regulations of law on consular legalization) and translated into Vietnamese.  Translations from a foreign language into Vietnamese shall be notarized or bear the translator’s signature certified in accordance with regulations of law.

2. If the application includes copies of documents, the non-bank credit institution 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, an 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 application shall be signed by a legal representative of the non-bank credit institution.  If the application form is signed by an authorized representative, a written authorization shall be made in accordance with regulations of law.”

6. Article 6 shall be amended as follows:

“Article 6. Relocation of headquarters

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a) Application form for approval for relocation of the headquarters, including, inter alia, the following contents: the current location; the location where the headquarters is going to be moved to, which must meet the requirements applied to the headquarters according to regulations of law; reasons; plan to install equipment at the new headquarters; plan to relocate the headquarters to ensure continuity in operation;

b) Document made by a competent authority approving the relocation of headquarters;

c) Documents proving that the non-bank credit institution has the lawful right to own or use the headquarters at its new location in accordance with regulations of relevant law.

2. Procedures for approval for relocation in the same central-affiliated city or province (hereinafter referred to as “province”) where the headquarters of the non-bank credit institution is currently located:

a) The non-bank credit institution shall prepare an application as regulated in clause 1 of this Article and submit it to the Single-window Section of the SBV in person or by post;  If the application is insufficient or invalid, within 07 working days from the date of receipt of the application, the SBV shall request the applicant in writing to modify the application;

b) Within 20 days from the receipt of the sufficient application, the SBV shall give a written approval for the relocation of headquarters to the applicant. in case of refusal, a written response in which reasons for refusal are indicated shall be provided for the applicant.  The written approval given by the SBV is effective within 12 months from the date on which it is signed;

c) At least 30 days before the expected date of operation at the approved location, the non-bank credit institution shall submit an application form for amendment to the License submitted to the SBV regarding the relocation of its headquarters, specifying the date of starting to operate at the approved location and its compliance with all requirements applied to the headquarters as prescribed by law;

d) Within 03 working days from the date of receipt of the application form specified in point c of this clause from the non-bank credit institution, the Bank Supervision and Inspection Agency shall request the SBV’s branch in the province (hereinafter referred to as “SBV’s branch”) where the headquarters of the non-bank credit institution will be located to inspect compliance with relevant requirements by such non-bank credit institution’s headquarters;

dd) Within 15 days from the date of receipt of the application form specified in point c of this clause, the SBV shall decide the relocation of the non-bank credit institution’s headquarters and state the relocation in the License.  In case of refusal, a written response in which reasons for refusal are indicated shall be provided by the SBV.

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a) The non-bank credit institution shall prepare an application as regulated in clause 1 of this Article and submit it to the Single-window Section of the SBV in person or by post.  If the application is insufficient or invalid, within 07 working days from the date of receipt of the application, the SBV shall request the applicant in writing to modify the application;

b) Within 10 days from the date of receipt of the sufficient application, the Bank Supervision and Inspection Agency shall assess the application, and send written requests for opinions or request the Governor to send such written requests for opinions to:

(i) SBV’s branches in provinces where the headquarters of the non-bank credit institution is currently located and where the headquarters of the non-bank credit institution is expected to be relocated on the relocation of the headquarters of the non-bank credit institution, impacts of the relocation on operations of other credit institutions in such provinces; proposals and recommendations (if any);

(ii) People’s Committees of provinces where the headquarters of the non-bank credit institution is currently located and where the headquarters of the non-bank credit institution is expected to be relocated on the relocation of the headquarters of the non-bank credit institution, impacts of the relocation of headquarter for the political, economic and social stability in such provinces; proposals and recommendations (if any);

c) Within 10 days from the date of the receipt of the written request from the Bank Supervision and Inspection Agency, such SBV’s branches and People’s Committees of provinces shall provide their opinions in writing for the Bank Supervision and Inspection Agency within their functions and tasks;

d) Within 15 days from the date of receipt of the application form specified in point c of this clause, the SBV shall decide the relocation of the non-bank credit institution’s headquarters and state the relocation in the License.

dd) Within 45 days from the receipt of the sufficient application, the SBV shall give a written approval for the relocation of the headquarters to the applicant;  In case of refusal, a written response in which reasons for refusal are indicated shall be provided by SBV.  The written approval given by the SBV is effective within 12 months from the date on which it is signed;

e) At least 30 days before the expected date of operation at the approved location, the non-bank credit institution shall submit an application form for amendment to the License submitted to the SBV regarding the relocation of its headquarters, specifying the date of starting to operate at the approved location and its compliance with all requirements applied to the headquarters as prescribed by law;

g) Within 03 working days from the date of receipt of the application form specified in point e of this clause from the non-bank credit institution, the Bank Supervision and Inspection Agency shall request the SBV’s branch in the province where the headquarters of the non-bank credit institution will be located to inspect compliance with relevant requirements by such non-bank credit institution’s headquarters;

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4. In case of change of address of the headquarters without relocation of the headquarters, the non-bank credit institution shall send a written notification of the change of the address and a written request for revision to the address of the headquarters stated in the License to the Single-window Section of the SBV in person or by post.

Within 20 days from the date of receipt of the written request from the non-bank credit institution, the SBV shall issue a decision to revise the address of the non-bank credit institution’s headquarters in the License.”

7. Point b clause 2 Article 7 shall be amended as follows:

“b) Within 10 days from the date of receipt of the sufficient application, the Bank Supervision and Inspection Agency shall assess the application and send a written request for opinions to the SBV’s branch in the province or city where the non-bank credit institution is headquartered;”

8. Point dd shall be amended and point e shall be added to clause 1 Article 8 as follows:

“dd) In case where the increase in charter capital results from additional contribution by a new capital contributor, in addition to the documents specified in points a, b, c, d(i) of this clause, the non-bank credit institution shall supplement the application of the new capital contributor of the non-bank credit institution which is the same as the application of a founding member of the non-bank credit institution in accordance with regulations of relevant laws;

e) In case where the charter capital is increased from undistributed profits and other funds in accordance with regulations of law, in addition to the documents specified in points a, b and c of this clause, the non-bank credit institution shall provide additional information on additional reserve fund of charter capital, undistributed profits and other funds determined by audit results given by an independent audit firm; information on the amount of additional reserve fund of charter capital, undistributed profits and other funds used to increase the charter capital.”

9. Point dd clause 1 Article 9 shall be amended as follows:

“dd) List of shareholders and holdings of shareholders that own shares worth at least 5% of voting share capital and of charter capital before and after the increase; list of shareholders and their related persons that own shares worth at least 15% of charter capital before and after the increase.  These lists shall include the following information:

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(ii) Regarding an organization: name of the organization, address of its headquarters, number, date of issue and issuing authority of establishment license or enterprise registration certificate or equivalent document, and legal representative (full name, ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity (for an individual who does not hold Vietnamese nationality));

(iii) Quantity of shares and holdings of shares in comparison with quantity of voting shares and charter capital before and after the increase in the charter capital (specifying quantity of ordinary shares and preference shares).”

10. Point e clause 2 Article 9 shall be amended as follows:

“e) Copy of establishment license or enterprise registration certificate or an equivalent document of the purchaser/transferee (except for the case where the purchaser/transferee is a Vietnamese organization);”

11. Point b clause 4 Article 9 shall be amended as follows:

“b) Within 30 days from the date of receipt of the sufficient application, the Bank Supervision and Inspection Agency shall request the Governor to consider deciding to give written approval or refuse to give approval to the non-bank credit institution specified in clause 1 of this Article;”

12. Point c (ii) clause 3 Article 10 shall be amended as follows:

“(ii) Information on the seller, the purchaser, the transferor and the transferee: name of the organization, address of its headquarters, number, date of issue and issuing authority of establishment license or enterprise registration certificate or equivalent document, and legal representative (full name, ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity (for an individual who does not hold Vietnamese nationality));

13. Article 11 shall be amended as follows:

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1. Application for approval for purchase or receipt of transfer of shares resulting in conversion into a major shareholder:

a) An application form signed by a legal representative of the non-bank credit institution and including the following contents:

(i) Information about the seller, the purchaser, the transferor and the transferee:

- Regarding an individual: full name; ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity (for an individual who does not hold Vietnamese nationality);

- Regarding an organization: name of the organization, address of its headquarters, number, date of issue and issuing authority of establishment license or enterprise registration certificate or equivalent document, and legal representative (full name, ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity (for an individual who does not hold Vietnamese nationality));

(ii) Quantity of shares purchased/transferred, total value of shares purchased/transferred at par value;

(iii) Quantity of shares owned, total value of shares owned by par value, ratio of holdings to charter capital of the non-bank credit institution before and after the purchase/transfer;

(iv) Expected date of transaction;

(v) Commitment to notify shareholders and investors of the rights and obligations of shareholders in accordance with regulations of the Law on Credit Institutions, including taking legal responsibilities for the legitimacy of the funding for purchasing, receiving shares at the non-bank credit institution; not using credit extended by the credit institution or foreign bank’s branch or funding generated from corporate bond issuance to purchase or receive shares from the non-bank credit institution; not buying shares of a non-bank credit institution in the name of any other individual or juridical person in any form, unless it is authorized in accordance with law;

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c) Written agreement, commitment to the purchase/receipt of shares between the seller and the buyer, the transferor and the transferee;

d) List of major shareholders and their related persons of the non-bank credit institution before and after the receipt/purchase of shares, including the following information:

(i) Regarding an individual: full name; ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity (for an individual who does not hold Vietnamese nationality);

(ii) Regarding an organization: name of the organization, address of its headquarters, number, date of issue and issuing authority of establishment license or enterprise registration certificate or equivalent document, and legal representative (full name, ID number or personal identification number (for a Vietnamese national), number, date of issue and issuing authority of passport or another document of equivalent validity (for an individual who does not hold Vietnamese nationality));

(iii) Quantity of shares and holdings of shares in comparison with voting share capital and charter capital of the non-bank credit institution after the  purchase/receipt of shares (specifying quantity of ordinary shares and preference shares);

dd) Report on outstanding credit up to the time of submission of the application by the purchaser/the transferee in which information on name of the credit institution or foreign bank’s branch extending such credit, debt category and credit extension purposes shall be included;

e) Written declaration of persons related to the purchaser/the transferee according to the form specified in the Appendix enclosed herewith;

g) Written tax declaration of the purchaser/the transferee in the latest year since the application and the terminal tax statement are submitted to the tax authority in accordance with regulations of law;

h) Copy of establishment license or enterprise registration certificate or an equivalent document of the purchaser/transferee (except for the case where the purchaser/transferee is a Vietnamese organization);”

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2. Procedures for approval:

a) The non-bank credit institution shall prepare an application as regulated in clause 1 of this Article and submit it to the Single-window Section of the SBV in person or by post;  If the application is not sufficient or valid, within 10 days from the date of receipt of the application, the SBV shall request the non-bank credit institution in writing to supplement the application;

b) Within 40 days from the date of receipt of the sufficient and valid application, the SBV shall give written approval or refuse to give written approval to the non-bank credit institution.  In case of refusal, a written response in which reasons for refusal are indicated shall be provided by the SBV.

3. Within 05 working days from the completion of the purchase/receipt of shares resulting in conversion into a major shareholder, the non-bank credit institution shall send a report to the SBV.”

14. Article 12 shall be amended as follows:

“Article 12. Suspension of transactions for 05 working days or more, except suspension due to force majeure events

1. An application includes:

a) An application form for suspension of transactions signed by a legal representative of the non-bank credit institution and including at least the following contents: Number of days and estimated time of suspension of transactions; reasons; measures to be taken to minimize impacts of the suspension on the rights and interests of customers;

b) Document made by a competent authority approving the suspension of transactions.

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a) At least 30 days before the estimated day of suspension, the non-bank credit institution shall send the application specified in clause 1 this Article to the Single-window Section of the SBV’s branch in the province or city where the headquarters of the non-bank credit institution is located in person or by post.  If the application is not sufficient or valid, within 10 days from the date of receipt of the application, the SBV’s branch shall request the non-bank credit institution in writing to supplement the application;

b) Within 15 days from the date of receipt of the sufficient and valid application, the SBV’s branch shall consider giving written approval or refusing to give written approval to the non-bank credit institution.  In case of refusal, a written response in which reasons for refusal are indicated shall be provided by the SBV’s branch.

15. Clause 13a shall be added to Article 13 as follows:

 “Article 13a. Notifying business registration agency of approval for changes of non-bank credit institution

Within 05 working days from the date on which the SBV issues a Decision on revisions to a License issued to a non-bank credit institution, the Supervision and Inspection Agency shall be responsible for giving a written notification of revisions to the License enclosed with the Decision to the provincial business registration agency.”

16. Clause 2 shall be amended and clause 3 shall be added to Article 14 as follows:

“2. Supplement the application at the request of the SBV, the SBV’s branch within 45 days from the date of receipt of the written request for supplementation.  After the deadline, if the non-bank credit institution does not supplement the application as requested, the SBV, the SBV’s branch shall reject the application of the non-bank credit institution.

3. Amend the Charter so that it is consistent with changes approved by the SBV and publish information according to regulations of the Law on Credit Institutions and this Circular.”

17. The following phrases shall be replaced as follows:

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b) The phrase "tổ chức tín dụng phi ngân hàng gửi bằng đường bưu điện hoặc nộp trực tiếp tại Ngân hàng Nhà nước” (the non-bank credit institution shall submit it to the SBV in person or by post) shall be replaced by the phrase “tổ chức tín dụng phi ngân hàng gửi qua dịch vụ bưu chính hoặc nộp trực tiếp tại Bộ phận Một cửa của Ngân hàng Nhà nước” (the non-bank credit institution shall submit it to the Single-window Section of the SBV in person or by post) in point a clause 2 Article 5, point a clause 2 Article 7, point a clause 2 Article 8, points a, dd clause 4 Article 9, point a clause 4, point a clause 6 Article 10, point a clause 2 Article 13;

c) The phrase “theo quy định của Ngân hàng Nhà nước về cấp Giấy phép, tổ chức và hoạt động của tổ chức tín dụng phi ngân hàng” (in accordance with regulations of the State Bank on issuance of licenses, organization and operation of non-bank credit institutions) shall be replaced by the phrase “theo quy định của pháp luật có liên quan” (according to regulations of relevant laws) in point b clause 2, point d clause 3 Article 10;  

d) The phrase “ngày làm việc” (working days) shall be replaced by the phrase “ngày" (days) in clause 2, Article 5, clause 2, Article 7, clause 2, Article 8, clause 4, Article 9, clause 2, Article 13.

18. The Appendix issued with Circular No. 25/2017/TT-NHNN shall be replaced by the Appendix issued with this Circular.

19. Point d(ii) clause 1 Article 8 shall be annulled.

Article 3. Implementation responsibilities

Chief of Office, Chief of the Bank Supervision and Inspection Agency, Heads of units affiliated to the SBV and non-bank credit institutions shall be responsible for implementation of this Circular.

Article 4. Implementation clause

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

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a) Article 2, Article 3 Circular No. 27/2022/TT-NHNN dated December 31, 2022 of the Governor of the State Bank of Vietnam;

b) Article 7 Circular No. 24/2023/TT-NHNN dated December 29, 2023 of the Governor of the State Bank of Vietnam./.