Circular No. 13/2026/TT-NHNN Amending and Supplementing Certain Articles of Circular No. 53/2018/TT-NHNN on the Operational Network of Non-Bank Credit Institutions

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness

Hanoi, [Date] 2026

CIRCULAR No. 13/2026/TT-NHNN

AMENDING AND SUPPLEMENTING CERTAIN ARTICLES OF CIRCULAR NO. 53/2018/TT-NHNN REGULATING THE OPERATIONAL NETWORK OF NON-BANK CREDIT INSTITUTIONS

THE GOVERNOR OF THE STATE BANK OF VIETNAM

Pursuant to the Law on the State Bank of Vietnam No. 32/2004/QH11; Pursuant to the Law on Credit Institutions No. 96/2025/QH15; Pursuant to the Government's Decree No. 202/2023/ND-CP defining the functions, duties, powers, and organizational structure of the State Bank of Vietnam;

At the proposal of the Director of the Credit Institution Supervision Department;

The Governor of the State Bank of Vietnam issues this Circular amending and supplementing certain articles of Circular No. 53/2018/TT-NHNN regulating the operational network of non-bank credit institutions.

Article 1. Amending and Supplementing Article 4

Article 4. Competence to Approve and Grant Consent for Non-Bank Credit Institutions

1. The Governor of the State Bank of Vietnam (hereinafter referred to as the Governor) considers and approves the establishment of representative offices of non-bank credit institutions.

2. The Regional Branch of the State Bank of Vietnam considers and grants consent for the following contents: a) Changing the location of the head office of a non-bank credit institution to another locality (including cases of changing the location before the first establishment); b) Voluntary termination of operations, closure of branches of a non-bank credit institution within the locality; c) Establishment, forced closure of operations, and dissolution of representative offices and business units of a non-bank credit institution.

Article 2. Amending and Supplementing Article 5

Article 5. Principles of Dossier Preparation, Submission, and Resolution

1. Dossiers must be prepared in Vietnamese. Documents in the dossier must be originals or certified copies, or copies presented alongside the original for verification according to legal provisions. Each dossier must include a list of documents.

2. Requests and notifications from non-bank credit institutions must be signed by the legal representative or the authorized representative (hereinafter referred to as the legal representative).

In cases where the request is signed by an authorized representative, the dossier must include a power of attorney in accordance with legal provisions.

3. Dossiers must be submitted to the State Bank of Vietnam (hereinafter referred to as the State Bank) or the Regional Branch of the State Bank of Vietnam (hereinafter referred to as the Regional Branch) through one of the following methods: a) Online submission via the National Public Service Portal; b) Direct submission at the One-Stop Shop of the State Bank or the Regional Branch; c) Submission via postal services.

4. In case of online submission via the National Public Service Portal, the dossier must use digital signatures as prescribed by law and implement administrative procedures electronically for each electronic transaction.

In case the National Public Service Portal encounters errors or technical issues preventing receipt, the institution must be notified electronically, and the feedback must be implemented by directly submitting the dossier at the One-Stop Shop of the State Bank or the Regional Branch.

5. Results of administrative procedure resolution are sent to the non-bank credit institution via electronic documents through online methods; in cases where the non-bank credit institution has a request, results are sent via postal documents or directly at the One-Stop Shop of the State Bank or the Regional Branch.

6. Documents in the dossier may be electronic documents in PDF format or documents created from systems with digital signatures.

Article 3. Amending and Supplementing Paragraph 3 of Article 6

"3. Within 05 working days from the date of issuance or amendment/supplement of the Decision on network management, the non-bank credit institution must send the State Bank (Credit Institution Supervision Department, overseeing the credit institution) and the Regional Branch where the non-bank credit institution is located the information on the establishment of branches."

Article 4. Amending and Supplementing Paragraph 1 of Article 9

"1. Requests from non-bank credit institutions to the State Bank for approval to establish branches, and requests to the Regional Branch for approval to establish representative offices and business units, are attached to the Appendix issued alongside this Circular."

Article 5. Amending and Supplementing Paragraph 1 of Article 10

"1. Timeframe for prior consent before opening operations: a) The non-bank credit institution prepares 01 set of dossiers corresponding to each type of network form as prescribed in Article 9 of this Circular and sends it to the State Bank or the Regional Branch. If the dossier is incomplete or invalid, within 07 working days from the date of receipt, the State Bank or the Regional Branch must issue a written request for the non-bank credit institution to amend and supplement the dossier; b) The non-bank credit institution must amend and supplement the dossier within a maximum of 11 working days from the date the State Bank or the Regional Branch issued the request for amendment and supplement. If this timeframe expires, the non-bank credit institution must resubmit the complete dossier to the State Bank or the Regional Branch for consideration and approval; c) For requests to establish branches, within 05 working days from the date of receipt of the dossier, the Credit Institution Supervision Department must issue a written opinion to the State Bank or the Regional Branch (where the non-bank credit institution plans to establish the branch) regarding information on conditions for establishing branches within the locality; d) Within 05 working days from the date of receipt of the written opinion, the Credit Institution Supervision Department and relevant units at the location must provide opinions in writing on the contents proposed; e) Within 11 working days from the date of receipt of the written opinion from the State Bank or the Regional Branch, the Governor must issue a written decision approving or disapproving the establishment of branches by the non-bank credit institution; f) Within 21 working days from the date of receipt of the written opinion from the State Bank or the Regional Branch, or within 11 working days from the date of receipt of the written opinion from the Credit Institution Supervision Department, the State Bank or the Regional Branch must issue a written decision approving or disapproving the request to establish representative offices or business units by the non-bank credit institution. In case of disapproval, the written decision must state the reasons; g) Within 12 months from the date the State Bank or the Regional Branch issued the approval decision, the non-bank credit institution must open operations for branches, representative offices, and business units. If the non-bank credit institution fails to open operations within this timeframe, the approval decision of the State Bank or the Regional Branch automatically becomes invalid."

Article 6. Amending and Supplementing Certain Paragraphs of Article 14

1. Amend and supplement Paragraph 2 as follows: Replace the term "Banking Inspection and Supervision Agency" with the term "Credit Institution Supervision Department".

2. Add Paragraph 2a after Paragraph 2 as follows: "2a. In case of changing the location of the representative office or business unit but not generating a change in the head office, the non-bank credit institution must notify the Regional Branch where the representative office or business unit is located of the change in information and location of the representative office or business unit within 05 working days from the date of the change."

Article 7. Amending and Supplementing Point b of Paragraph 2 of Article 18 (as amended and supplemented by Article 21 of Circular No. 69/2025/TT-NHNN)

"b) Within 11 working days from the date of receipt of the complete dossier as prescribed in Paragraph 1 of this Article, the Regional Branch must issue a written decision approving or disapproving the request of the non-bank credit institution; in case of disapproval, the written decision must state the reasons."

Article 8. Amending and Supplementing Article 19

"1. Branches, representative offices, and business units of non-bank credit institutions are subject to review for suspension of operations and dissolution in the following cases: a) The application dossier contains false information leading to incorrect assessment of the establishment conditions for branches, representative offices, and business units of the non-bank credit institution; b) Operations do not comply with the content of operations permitted by law.

2. Upon discovering that a non-bank credit institution falls under one of the cases prescribed in Paragraph 1 of this Article, the Regional Branch where the branch, representative office, or business unit is located: a) Proposes to the State Bank (Credit Institution Supervision Department) the suspension of operations and dissolution of the branch of the non-bank credit institution; b) Issues a written request for the non-bank credit institution to suspend operations and dissolve the representative office or business unit.

3. Within 11 working days from the date of receipt of the proposal for suspension of operations and dissolution of the branch of the non-bank credit institution from the Regional Branch as prescribed in Paragraph 2 of this Article, or during the course of inspection and supervision discovering the cases prescribed in Paragraph 1 of this Article, the Credit Institution Supervision Department must issue a written request for the non-bank credit institution to suspend operations and dissolve the branch.

4. Within 90 days from the date the Regional Branch issued the written request for the non-bank credit institution to suspend operations and dissolve the representative office or business unit as prescribed in Paragraph 2 of this Article, and the State Bank issued the written request for the non-bank credit institution to suspend operations and dissolve the branch as prescribed in Paragraph 3 of this Article, the non-bank credit institution must proceed with legal procedures to suspend operations and dissolve the branch, representative office, and business unit; and report to the State Bank (Credit Institution Supervision Department) and the Regional Branch where the branch, representative office, or business unit is located on the results of suspension of operations and dissolution of the branch, representative office, and business unit.

5. Within 05 working days from the date of receipt of the report prescribed in Paragraph 4 of this Article, the Regional Branch must notify in writing the information on suspension of operations and dissolution of the branch, representative office, and business unit reported by the non-bank credit institution in Paragraph 4 of this Article to the provincial-level business registration agency."

Article 9. Adding Paragraph 2a and Paragraph 2b after Paragraph 2 of Article 21

"2a. Bears responsibility for the organization and operations of the branch; reports to the Regional Branch where the branch is located on the handling of issues arising related to the organization and operations of the branch within the locality; 2b. Regularly manages and supervises the operations of the branch."

Article 10. Amending and Supplementing Article 22

"Article 22. Responsibilities of the Regional Branch of the State Bank of Vietnam where the non-bank credit institution has its branch, representative office, or business unit

1. Bears responsibility before the Governor for implementing issues within the competence prescribed in this Circular.

2. Receives dossiers, approves or disapproves contents within the competence prescribed in Paragraph 2 of Article 4 of this Circular.

3. Manages, inspects, checks, and supervises the operations of branches, representative offices, and business units of non-bank credit institutions within the locality.

4. Within 05 working days from the date of receipt of the report from the non-bank credit institution prescribed in Paragraph 1a of Article 21 of this Circular, the Regional Branch must notify in writing the information on the change of the Head of the Branch or equivalent position, and the legal representative of the representative office to the provincial-level business registration agency.

5. Cooperates with the Credit Institution Supervision Department to handle issues arising related to the organization and operations of branches, representative offices, and business units of non-bank credit institutions within the locality.

6. Participates in opinions with the Credit Institution Supervision Department as prescribed in Point c, Paragraph 1 of Article 10 of this Circular.

7. Issues written documents to the State Bank (via the Credit Institution Supervision Department) as prescribed in Paragraph 2 of Article 19 of this Circular.

8. Receives reports and notifications from non-bank credit institutions as prescribed in this Circular."

Article 11. Amending and Supplementing Article 23

"Article 23. Responsibilities of Departments and Units in the State Bank of Vietnam

1. Responsibilities of the Credit Institution Supervision Department a) Bears responsibility before the Governor of the State Bank of Vietnam for implementing issues within the competence prescribed in this Circular; b) Receives, considers, and submits to the Governor for approval or disapproval as prescribed in Paragraph 1 of Article 4 of this Circular; c) Sends to the Regional Branch written approvals for contents in Paragraph 1 of Article 4 of this Circular. The Regional Branch must notify the provincial-level business registration agency; d) Cooperates with the Regional Branch to handle issues arising related to the organization and operations of branches, transaction offices, representative offices, and business units of non-bank credit institutions; e) Receives reports and notifications from non-bank credit institutions as prescribed in this Circular; f) Supervises non-bank credit institutions to maintain the value of charter capital at a minimum equal to the legal charter capital level.

2. Responsibilities of relevant Departments and Units in the State Bank of Vietnam a) In the course of inspection and supervision discovering cases prescribed in Paragraph 1 of Article 19 of this Circular, the Inspection Department of the State Bank of Vietnam must provide information to the Credit Institution Supervision Department and the Credit Institution Supervision Department must submit to the Governor a written request for the non-bank credit institution to suspend operations and dissolve the branch; b) Within 03 working days from the date of receipt of the written request from the non-bank credit institution as prescribed in Articles 11, 15, and 20 of this Circular, the Office of the State Bank of Vietnam must post the information on the electronic information portal of the State Bank of Vietnam; c) Departments, Units, and agencies in the State Bank of Vietnam must participate in opinions on issues related to the implementation of the Governor's decisions of the Credit Institution Supervision Department and this Circular."

Article 12. Amending and Supplementing Article 26

"Article 26. Responsibilities of Implementing Organizations

All agencies under the State Bank of Vietnam and non-bank credit institutions are responsible for implementing this Circular."

Article 13. Amending and Supplementing the Appendix Issued Alongside Circular No. 53/2018/TT-NHNN

Replace the Appendix issued alongside Circular No. 53/2018/TT-NHNN with the Appendix issued alongside this Circular.

Article 14. Implementation Provisions

1. This Circular takes effect from January 03, 2026.

2. This Circular repeals: a) Paragraph 1, Paragraph 2, Paragraph 10, and Paragraph 13 of Article 1 of Circular No. 31/2024/TT-NHNN of the Governor of the State Bank of Vietnam amending and supplementing certain articles of Circulars regulating the procedural aspects of administrative procedures in the banking establishment and operation sector; b) Article 19, Article 23, and the Appendix issued alongside Circular No. 09/2025/TT-NHNN amending and supplementing certain articles of a Circular of the Governor of the State Bank of Vietnam in the sector of banking management and supervision related to business registration documents and simplification of administrative procedures.

Article 15. Responsibilities for Implementation

All agencies under the State Bank of Vietnam and non-bank credit institutions are responsible for implementing this Circular.

Recipients:

• Members of the CPV;
• Leadership Office of the SBV;
• Prime Minister's Office;
• Ministry of Justice (for inspection);
• Gazette;
• Electronic Information Portal of SBV;
• File: VP, ATHT (03 copies).

GOVERNOR

[Signature]

Doan Thi Son

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APPENDIX ISSUED ALONGSIDE CIRCULAR NO. 13/2026/TT-NHNN OF THE GOVERNOR OF THE STATE BANK OF VIETNAM

[Date] [Month] 2026

SOCIALIST REPUBLIC OF VIETNAM Independence - Freedom - Happiness

REQUEST FOR APPROVAL TO ESTABLISH BRANCHES, REPRESENTATIVE OFFICES/BUSINESS UNITS OF NON-BANK CREDIT INSTITUTIONS

To:

Enterprise Code/Tax Code: .................... Issued by: .................... on: .................... Name of Non-Bank Credit Institution: .................... Address: .................... Telephone: ....................

We hereby request approval for the establishment of branches/representative offices/business units under the following conditions:

I. Network Unit Requested Establishment of branch, representative office, business unit:

1. Name: a. Name in Vietnamese; b. Name in foreign language (if any); name written in foreign language (if any).
2. Location for consideration of establishment.

II. Assessment of Non-Bank Credit Institution Meeting Conditions Date: ... Month ... Year ...

1. For non-bank credit institutions with operation time from 12 months or more calculated from the date of opening operations to the date of request: 1.1. Net profit after tax of the previous year to the request year:

   • According to audited consolidated financial reports;
   • According to audited separate financial reports. 1.2. Time of request is not subject to sanctions by competent authorities to restrict expansion of operational locality: a. Complies o b. Does not comply o 1.3. Net profit after tax for the period of 3 years and 12 months prior to the request year and the time of request (according to audited financial reports of the year prior to the request year and the closest time to the request time (if any)): 1.4. Has a network plan as prescribed: a. Complies o b. Does not comply o 1.5. Has a plan to establish branches as prescribed: a. Complies o b. Does not comply o 1.6. At the time of request, the non-bank credit institution has sufficient charter capital and capital reserves; the General Meeting of Shareholders, Board of Directors, Board of Auditors, Internal Audit Department, and Internal Control System comply with regulations at the time and guidelines of the State Bank of Vietnam, simultaneously with the Supervision Department: a. Complies o b. Does not comply o

2. For non-bank credit institutions with operation time less than 12 months from the date of opening operations to the time of request: 2.1. Ratio of bad debts to total loans at the time closest to the request time: a. Complies o b. Does not comply o 2.2. Has contents at points 1.2, 1.4, 1.5, 1.6 of Paragraph 1 of Article II of this Appendix.

Assessment of Non-Bank Credit Institution Meeting Conditions to Establish Representative Offices and Business Units

At the time of request, the non-bank credit institution is not subject to sanctions by competent authorities to restrict expansion of operational locality: a. Complies o b. Does not comply o

The non-bank credit institution commits to bearing responsibility for the accuracy and truthfulness of the information provided in this document./.

Assessment of Dossier (Note attached documents)

LEGAL REPRESENTATIVE OF THE NON-BANK CREDIT INSTITUTION

[Signature and Name]