STATE BANK OF VIETNAM

No. 11/2026/TT-NHNN

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SOCIALIST REPUBLIC OF VIETNAM

Independence - Freedom - Happiness

Hanoi, May 19, 2026

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CIRCULAR

Decentralizing the implementation of administrative procedures in the field of credit information and amending and supplementing some articles of Circulars related to reducing, simplifying, and decentralizing the implementation of administrative procedures in the field of establishment and operation of banks

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12; Pursuant to the Law on Credit Institutions No. 32/2024/QH15, as amended and supplemented by Law No. 96/2025/QH15; Pursuant to Government Decree No. 26/2025/NĐ-CP defining the functions, tasks, powers, and organizational structure of the State Bank of Vietnam; At the proposal of the Director of the Department of System Safety of Credit Institutions; The Governor of the State Bank of Vietnam issues this Circular on decentralizing the implementation of administrative procedures in the field of credit information and amending and supplementing some articles of Circulars related to reducing, simplifying, and decentralizing the implementation of administrative procedures in the field of establishment and operation of banks.

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Chapter I

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 38/2014/TT-NHNN REGULATING ON DOSSIERS, PROCEDURES, AND STEPS FOR APPROVING FOREIGN INVESTORS PURCHASING SHARES OF VIETNAMESE CREDIT INSTITUTIONS, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 48/2025/TT-NHNN

Article 1. Amending, supplementing, and abolishing some clauses of Article 5

1. Amend and supplement Clause 7 as follows:

“7. In the case where a Vietnamese credit institution issues individual shares to foreign investors to increase its charter capital, the supplementary dossier must include the following components: a) Registration certificate for the offering of individual shares as prescribed; b) Share purchase agreement between the Vietnamese credit institution and the foreign investor.”

2. Abolish Clause 9.

Article 2. Abolish point d, Clause 1, Article 8 Article 3. Amend and supplement Clause 3, Article 12

“3. Within 19 working days from the date of receiving a complete and valid dossier, the State Bank of Vietnam shall consider and approve or disapprove in writing the purchase of shares by the foreign investor. In case of disapproval, the State Bank of Vietnam’s document must clearly state the reasons.”

Chapter II

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 34/2024/TT-NHNN REGULATING ON THE ISSUANCE AND RENEWAL OF LICENSES, ADDITION OF OPERATIONAL CONTENT TO LICENSES, AND ORGANIZATION AND OPERATION OF COMMERCIAL BANKS, BRANCHES OF FOREIGN BANKS, AND REPRESENTATIVE OFFICES IN VIETNAM OF FOREIGN CREDIT INSTITUTIONS, FOREIGN ORGANIZATIONS WITH OTHER BANKING ACTIVITIES, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 66/2025/TT-NHNN

Article 4. Amending, supplementing, and abolishing some clauses of Article 9

1. Amend and supplement point b, Clause 1 as follows: “b) List of operational contents together with information from the current License and approval documents.”

2. Abolish point d(i), Clause 2.

Article 5. Amend and supplement point c, Clause 2, Article 11

“c) Within 20 days from the date of receiving a complete and valid dossier, the State Bank of Vietnam branch shall issue a decision to amend or supplement the License regarding the changes of the foreign representative office. Simultaneously, it shall send a notification document to the State Bank of Vietnam branch where the foreign representative office is currently located (in the case where the change of location is different from the management jurisdiction of the State Bank of Vietnam branch where the foreign representative office is currently located). In case of refusal, the State Bank of Vietnam branch shall issue a written reply stating the reasons clearly.”

Chapter III

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 56/2024/TT-NHNN REGULATING ON DOSSIERS AND PROCEDURES FOR INITIAL LICENSE ISSUANCE FOR COMMERCIAL BANKS, BRANCHES OF FOREIGN BANKS, AND FOREIGN REPRESENTATIVE OFFICES, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 12/2025/TT-NHNN

Article 6. Amend and supplement Clause 2, Article 6

“2. In the case where the License is lost, torn, burned, or destroyed in other forms, the commercial bank, branch of a foreign bank, or foreign representative office must have a document stating the reasons clearly and send it via postal service or submit it directly to the State Bank of Vietnam (One-Stop Shop) to request the State Bank of Vietnam to consider issuing a copy from the original License in accordance with the law and consistent with the authority prescribed in Article 5 of this Circular.

Within 02 working days from the date of receiving the request document, the State Bank of Vietnam shall issue a copy from the original License to the commercial bank, branch of a foreign bank, or foreign representative office.”.

Article 7. Amend and supplement point b, Clause 2, Article 7

“b) Within 30 days from the date of sending the document confirming receipt of a complete and valid dossier, the State Bank of Vietnam shall proceed to issue the License as prescribed. In case of not issuing the License, the State Bank of Vietnam branch shall issue a written reply to the foreign credit institution or other foreign organization with banking activities, stating clearly the reasons for not issuing the License.”.

Article 8. Amend and supplement point b, Clause 4, Article 11

“b) For personnel expected to not have Vietnamese nationality: Criminal record certificate or equivalent document (containing full information on criminal status; information on prohibition from holding positions, establishing, or managing enterprises and cooperatives) issued by the competent authority of the foreign country as prescribed. In the case where the criminal record certificate or equivalent document issued by the competent authority of the foreign country does not contain information on the prohibition from holding positions, establishing, or managing enterprises and cooperatives, the Head of the Preparatory Board must have a document explaining the absence of this information in the criminal record certificate or equivalent document issued by the competent authority of the foreign country and commit to bearing legal responsibility that the expected personnel do not fall under the cases prohibited from holding positions as prescribed in the Law on Credit Institutions;

The criminal record certificate or equivalent document prescribed in this point must be issued by the competent authority no more than 06 months prior to the time of submitting the dossier requesting the issuance of the License;”.

Article 9. Amend and supplement some points of Clause 3, Article 12

1. Amend and supplement point a(iii), Clause 3 as follows:

“(iii) In addition to the dossier components mentioned above, founding shareholders must have the following additional documents:

• Curriculum vitae according to the model prescribed in Appendix No. 07 issued together with this Circular;

• Financial reports for 3 consecutive years preceding the year of submitting the dossier requesting the issuance of the License for the enterprise managed by the founding shareholder OR a certified copy of a university degree or higher in finance, banking, economics, business administration, law, accounting, and auditing;

• List of asset types with a value of 100 million VND or more, debts, and supporting documents according to the model prescribed in Appendix No. 12 issued together with this Circular;”.

2. Amend and supplement point b(vii), Clause 3 as follows:

“(vii) In addition to the dossier components mentioned above, founding shareholders must have the following additional documents:

• Curriculum vitae of the capital contribution representative according to the model prescribed in Appendix No. 07 issued together with this Circular; Criminal record certificate or equivalent document of the capital contribution representative who does not have Vietnamese nationality, issued by the competent authority of the foreign country as prescribed, must contain full information on criminal status;

• Financial reports for 5 consecutive years preceding the year of submitting the dossier requesting the issuance of the License, audited independently by an auditing enterprise belonging to the list of auditing enterprises eligible to provide auditing services announced by the competent authority and without a qualified opinion from the auditing unit. In the case where audited financial reports are not yet available at the time of submitting the dossier requesting the issuance of the License, submit unaudited financial reports and must submit audited financial reports immediately after the auditing organization issues the audit report, and must bear responsibility for the content of the submitted financial reports;

• Document from the competent authority approving capital contribution to establish a bank in the case where the organization is a state-owned enterprise;”.

Article 10. Amend and supplement Clause 3, Article 13

“3. The dossier of a member of a joint venture bank that is a Vietnamese commercial bank or a non-bank enterprise includes the papers and documents prescribed in point b, Clause 3, Article 12 of this Circular, except for the dossier components: Share purchase form; Charter of the organization that is a commercial bank; Financial reports of the Vietnamese commercial bank for 5 consecutive years preceding the year of submitting the dossier requesting the issuance of the License, audited independently by an auditing enterprise belonging to the list of auditing enterprises eligible to provide auditing services announced by the competent authority and without a qualified opinion from the auditing unit.”.

Article 11. Amend and supplement point a(ii), Clause 1, Article 22

“(ii) Dossier appraisal (with a document requesting the database management agency for criminal records to provide information related to the criminal records of the concerned individuals in the case where information related to criminal records cannot be extracted from the national database, specialized database, or the extracted information is incomplete) and a document requesting appraisal together with the dossier sent to the members of the Appraisal Council for consideration. The document requesting appraisal must clearly state the appraisal results and the proposed opinion on issuing the License;”.

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Article 12. Amend and supplement Appendix 04

Add a paragraph at the end of Appendix 04 as follows:

“- Financial reports of the Vietnamese commercial bank that is a founding member of the joint venture bank for 5 consecutive years preceding the year of submitting the dossier requesting the issuance of the License, audited independently and without a qualified opinion from the auditing unit.”

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Chapter IV

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 57/2024/TT-NHNN REGULATING ON DOSSIERS AND PROCEDURES FOR INITIAL LICENSE ISSUANCE FOR NON-BANK CREDIT INSTITUTIONS, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 12/2025/TT-NHNN

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Article 13. Amend and supplement Clause 2, Article 6

“2. In the case where the License is lost, torn, burned, or destroyed in other forms, the non-bank credit institution must have a document stating the reasons clearly and send it via postal service or submit it directly to the State Bank of Vietnam Regional Branch (One-Stop Shop) to request consideration for issuing a copy from the original License in accordance with the law.

Within 02 working days from the date of receiving the request document, the State Bank of Vietnam shall issue a copy of the License from the original to the non-bank credit institution.”

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Article 14. Amend and supplement point b, Clause 5, Article 11

“b) For personnel expected to not have Vietnamese nationality: Criminal record certificate or equivalent document (containing full information on criminal status; information on prohibition from holding positions, establishing, or managing enterprises and cooperatives) issued by the competent authority of the foreign country as prescribed. In the case where the criminal record certificate or equivalent document issued by the competent authority of the foreign country does not contain information on the prohibition from holding positions, establishing, or managing enterprises and cooperatives, the Head of the Preparatory Board must have a document explaining the absence of this information in the criminal record certificate or equivalent document issued by the competent authority of the foreign country and commit to bearing legal responsibility that the personnel of the expected management, control, and operation board do not fall under the cases prohibited from holding positions, establishing, or managing enterprises and cooperatives as prescribed in the Law on Credit Institutions;

The criminal record certificate or equivalent document prescribed in this point must be issued by the competent authority no more than 06 months prior to the time when the non-bank credit institution submits the dossier requesting the issuance of the License;”

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Article 15. Amend and supplement some points of Clause 3, Article 12

1. Amend and supplement point a(iii), Clause 3 as follows:

“(iii) In addition to the dossier components mentioned above, founding shareholders must have the following additional documents:

• Curriculum vitae according to the model prescribed in Appendix No. 06 issued together with this Circular;

• List of information on the credit relationship history of the individual according to the model prescribed in Appendix No. 11 issued together with this Circular;

• Financial reports of the enterprise that the founding shareholder manages for at least 03 (three) consecutive years preceding the year of submitting the dossier requesting the issuance of the License OR a certified copy of a university degree or higher in finance, banking, economics, business administration, law, accounting, and auditing;”.

2. Amend and supplement point b(vi), Clause 3 as follows:

“(vi) In addition to the dossier components mentioned above, founding shareholders must have the following additional documents:

• Curriculum vitae of the person appointed to represent the capital contribution portion according to the model prescribed in Appendix No. 06 issued together with this Circular;

• Criminal record certificate or equivalent document of the person who does not have Vietnamese nationality and is appointed to represent the capital contribution portion of the organization at the non-bank credit institution, issued by the competent authority of the foreign country as prescribed, must contain full information on criminal status;

• List of information on the credit relationship history of the organization according to the model prescribed in Appendix No. 12 issued together with this Circular;

• Financial reports for 3 consecutive years preceding the year of submitting the dossier requesting the issuance of the License, audited by an auditing enterprise belonging to the list of auditing enterprises eligible to provide auditing services announced by the competent authority and without a qualified opinion from the auditing unit. In the case where audited financial reports for the preceding year are not yet available at the time of submitting the dossier requesting the issuance of the License, submit unaudited financial reports and must submit audited financial reports immediately after the auditing organization issues the audit report, and must bear responsibility for the content of the submitted financial reports;

• Report on financial capacity to participate in capital contribution to establish a non-bank credit institution of the organization that is not a commercial bank according to the model prescribed in Appendix No. 13 issued together with this Circular;

• Documents proving compliance with conditions on implementing tax and social insurance obligations: Document committing to fully implement tax and social insurance obligations of the organization according to Appendix No. 14 issued together with this Circular; Document of Confirmation from the tax authority on the implementation of tax obligations with the state budget; Document from the social insurance agency providing information on the organization’s payment of social insurance.”.

Article 16. Amend and supplement some points and clauses of Article 13

1. Amend and supplement point c, Clause 6 as follows:

“c) Curriculum vitae according to the model prescribed in Appendix No. 06 issued together with this Circular. Criminal record certificate or equivalent document of the person who does not have Vietnamese nationality and is appointed to represent the capital contribution portion of the Vietnamese commercial bank at the non-bank credit institution, issued by the competent authority of the foreign country as prescribed, must contain full information on criminal status and information on the prohibition from establishing enterprises; In the case where the criminal record certificate or equivalent document issued by the competent authority of the foreign country does not contain information on the prohibition from establishing enterprises, the legal representative of the Vietnamese commercial bank must have a document explaining the absence of information on the prohibition from establishing enterprises in the criminal record certificate or equivalent document issued by the foreign country and commit to bearing legal responsibility that the person appointed to represent the capital contribution portion of the Vietnamese commercial bank at the non-bank credit institution does not fall under the cases prohibited from holding positions as prescribed in the Law on Credit Institutions.”

2. Amend and supplement point a(i), Clause 7 as follows:

“(ii) Criminal record certificate or equivalent document of the person who does not have Vietnamese nationality and is appointed to represent the capital contribution portion of the organization at the non-bank credit institution, issued by the competent authority of the foreign country as prescribed, must contain full information on criminal status; information on the prohibition from holding positions, establishing, or managing enterprises. In the case where the criminal record certificate or equivalent document issued by the competent authority of the foreign country does not contain information on the prohibition from holding positions, establishing, or managing enterprises, the Head of the Preparatory Board must have a document explaining the absence of this information in the criminal record certificate or equivalent document issued by the competent authority of the foreign country and commit to bearing legal responsibility that the personnel do not fall under the cases prohibited from holding positions, establishing, or managing enterprises as prescribed in the Law on Credit Institutions;”.

Article 17. Amend and supplement point a, Clause 1, Article 14

“(a) Act as the focal point for receiving and coordinating with relevant units of the State Bank of Vietnam, the State Bank of Vietnam Regional Branch where the non-bank credit institution requests to establish its intended head office (hereinafter referred to as the State Bank of Vietnam Branch), to appraise the dossier requesting the issuance of the initial License; have a document requesting the database management agency for criminal records to provide information related to the criminal records of the concerned individuals in the case where information related to criminal records cannot be extracted from the national database, specialized database, or the extracted information is incomplete; submit to the Governor of the State Bank of Vietnam a document to seek opinions from the People’s Committee of the province/city directly under the Central where the non-bank credit institution intends to establish its head office, and the Ministry of Public Security (if necessary); submit to the Governor of the State Bank of Vietnam for approval in principle or disapproval of the establishment of the non-bank credit institution; submit to the Governor of the State Bank of Vietnam for issuance or non-issuance of the License to the non-bank credit institution;”.

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# Chapter V

**AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 62/2024/TT-NHNN REGULATING ON CONDITIONS, DOSSIERS, AND PROCEDURES FOR APPROVING THE REORGANIZATION OF COMMERCIAL BANKS AND NON-BANK CREDIT INSTITUTIONS, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 26/2025/TT-NHNN AND CIRCULAR NO. 69/2025/TT-NHNN**

## Article 18. Amend and supplement Clause 2, Article 10

“2. Dossier requesting approval for merger:

a) Document of the credit institution receiving the merger, which must include at least the following contents:

(i) Request for approval of merger and changes to charter capital;

(ii) Request for approval of other contents (if any);

(iii) Clearly state the contents changed compared to the Merger Plan submitted to the Governor of the State Bank of Vietnam for approval in principle of the merger (if any);

(iv) Commitment of the credit institution receiving the merger that the credit institution after the merger ensures compliance with the provisions at Clause 2, Article 9 of this Circular;

b) Dossier requesting the State Bank of Vietnam to approve the contents prescribed in point a(ii) of this clause according to the regulations of the State Bank of Vietnam and relevant laws;

c) Document of the competent decision-making authority of the credit institutions participating in the merger approving the content changes in the Merger Plan and other issues related to the merger (if any).”

## Article 19. Amend and supplement Clause 2, Article 11

“2. Dossier requesting approval for consolidation:

a) Document of the representative credit institution, which must include at least the following contents:

(i) Request for approval of consolidation;

(ii) Request for approval of other contents (if any);

(iii) Contents changed compared to the Consolidation Plan submitted to the Governor of the State Bank of Vietnam for approval in principle of the consolidation (if any);

(iv) Commitment of the representative credit institution that the consolidated credit institution ensures compliance with the provisions at Clause 2, Article 9 of this Circular;

b) Dossier requesting the State Bank of Vietnam to approve the contents prescribed in point a(ii) of this clause according to the regulations of the State Bank of Vietnam and relevant laws;

c) Charter of the consolidated credit institution approved by the competent decision-making authority of the consolidated credit institution;

# Chapter V

**AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 62/2024/TT-NHNN REGULATING ON CONDITIONS, DOSSIERS, AND PROCEDURES FOR APPROVING THE REORGANIZATION OF COMMERCIAL BANKS AND NON-BANK CREDIT INSTITUTIONS, AS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 26/2025/TT-NHNN AND CIRCULAR NO. 69/2025/TT-NHNN**

## Article 18. Amend and supplement Clause 2, Article 10

“2. Dossier requesting approval for merger:

a) Document of the credit institution receiving the merger, which must include at least the following contents:

(i) Request for approval of merger and changes to charter capital;

(ii) Request for approval of other contents (if any);

(iii) Clearly state the contents changed compared to the Merger Plan submitted to the Governor of the State Bank of Vietnam for approval in principle of the merger (if any);

(iv) Commitment of the credit institution receiving the merger that the credit institution after the merger ensures compliance with the provisions at Clause 2, Article 9 of this Circular;

b) Dossier requesting the State Bank of Vietnam to approve the contents prescribed in point a(ii) of this clause according to the regulations of the State Bank of Vietnam and relevant laws;

c) Document of the competent decision-making authority of the credit institutions participating in the merger approving the content changes in the Merger Plan and other issues related to the merger (if any).”

## Article 19. Amend and supplement Clause 2, Article 11

“2. Dossier requesting approval for consolidation:

a) Document of the representative credit institution, which must include at least the following contents:

(i) Request for approval of consolidation;

(ii) Request for approval of other contents (if any);

(iii) Contents changed compared to the Consolidation Plan submitted to the Governor of the State Bank of Vietnam for approval in principle of the consolidation (if any);

(iv) Commitment of the representative credit institution that the consolidated credit institution ensures compliance with the provisions at Clause 2, Article 9 of this Circular;

b) Dossier requesting the State Bank of Vietnam to approve the contents prescribed in point a(ii) of this clause according to the regulations of the State Bank of Vietnam and relevant laws;

c) Charter of the consolidated credit institution approved by the competent decision-making authority of the consolidated credit institution;

d) Document of the competent decision-making authority of the credit institutions being consolidated approving the content changes in the Consolidation Plan and other issues related to the consolidation (if any);

d) Document of the competent decision-making authority of the consolidated credit institution on:

(i) Approval of the Charter; election and appointment of members of the Board of Directors, Members' Council, Supervisory Board; regulations on the organization and operation of the Board of Directors, Members' Council, Supervisory Board of the consolidated credit institution and other issues related to the consolidated credit institution;

(ii) Election of the position of Chairman of the Board of Directors, Chairman of the Members' Council; election of the position of Head of the Supervisory Board;

(iii) Appointment of the position of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

e) Internal regulations on the organization and operation of the consolidated credit institution prescribed in point i, Clause 1 of this Article, which have been approved by the competent decision-making authority of the consolidated credit institution.”.

Article 20. Amend and supplement Clause 2, Article 17

“2. Dossier requesting approval for conversion of legal form:

a) Document of the credit institution, which must include at least the following contents:

(i) Request for approval of conversion of legal form;

(ii) Request for approval of other contents (if any);

(iii) List, amount, and percentage of capital contribution of members contributing capital, founding shareholders, large shareholders, strategic shareholders, and foreign investor shareholders of the credit institution converting its legal form;

b) Dossier requesting the State Bank of Vietnam to approve the contents prescribed in point a(ii) of this clause according to the regulations of the State Bank of Vietnam and relevant laws;

c) Charter of the credit institution converting its legal form approved by the competent decision-making authority of the credit institution converting its legal form;

d) Document of the competent decision-making authority of the credit institution to be converted approving the content changes in the Plan for Conversion of Legal Form and other issues related to the conversion of legal form (if any);

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d) Documents of the credit institution undergoing legal form conversion specifying the changes compared to the Legal Form Conversion Plan previously submitted to the Governor of the State Bank of Vietnam for approval of the principle of conversion (if any);

e) Documents from the competent decision-making body of the credit institution undergoing legal form conversion regarding:

(i) Approval of the Charter; election and appointment of members of the Board of Directors, Members' Council, and Supervisory Board; regulations on the organization and operation of the Board of Directors, Members' Council, and Supervisory Board of the credit institution undergoing legal form conversion and other issues related to the credit institution undergoing legal form conversion;

(ii) Election of the Chairman of the Board of Directors, Chairman of the Members' Council; election of the Head of the Supervisory Board; appointment of the Chairman and members of the Members' Council, members of the Supervisory Board;

(iii) Appointment of the General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

g) Internal regulations on the organization and operation of the credit institution undergoing legal form conversion stipulated in point e, Clause 1 of this Article have been approved by the competent decision-making body of the credit institution undergoing legal form conversion;

h) In addition to the documents stipulated at points a, b, c, d, dd, e, g of this Clause, credit institutions converting from limited liability companies to joint stock companies shall submit additional documents as follows:

(i) Report on the results of share offering and confirmation from the bank or foreign bank branch where the blocked account is opened regarding the amount of money received from the offering, document from the State Securities Commission regarding receipt of the report on the results of the share offering in the case of initial public offering of shares to convert a limited liability company into a joint stock company or Transfer Contract or documents proving the completion of the transfer in the case of transfer of capital contribution; Documents proving the capital contribution of new shareholders in the case of accepting new shareholders;

(ii) Documents of founding shareholders (if any), major shareholders, strategic shareholders of the credit institution undergoing legal form conversion implemented according to the documents for founding shareholders establishing a credit institution according to the regulations of the State Bank of Vietnam on documents and procedures for issuing the first License of the credit institution;

(iii) Documents of shareholders, strategic shareholders who are foreign investors of the credit institution undergoing legal form conversion according to the regulations of the State Bank of Vietnam on documents and procedures for approving foreign investors purchasing shares of Vietnamese credit institutions;

i) In addition to the documents stipulated at points a, b, c, d, dd, e, g of this Clause, credit institutions converting from single-member limited liability companies to multi-member limited liability companies and vice versa, and credit institutions converting from joint stock companies to limited liability companies shall submit additional documents as follows:

(i) Transfer contract for capital contribution part or investment capital contribution agreement or documents confirming the completion of capital transfer;

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(ii) Document from the credit institution undergoing legal form conversion confirming the member status of the credit institution undergoing legal form conversion;

(iii) Documents of owners, members receiving transferred capital contribution, new capital contribution members of the credit institution undergoing legal form conversion implemented according to the documents for owners, founding members establishing a credit institution according to the regulations of the State Bank of Vietnam on documents and procedures for issuing the first License of the credit institution.”.

Article 21. Abolishing Clause 6, Article 22

Article 22. Amending and supplementing Clause 3, Article 24

“3. Within 21 working days from the date of receiving a complete and valid dossier, the State Bank of Vietnam shall issue a document approving the conversion of the type of non-bank credit institution according to the model stipulated in Appendix 07 issued together with this Circular; amend and supplement the License for establishment and operation of the non-bank credit institution and approve other contents (if any). In case of non-approval, the State Bank of Vietnam shall issue a document clearly stating the reasons.”.

Article 23. Amending and supplementing Appendix 03

Add a paragraph at the end of Appendix 03 as follows:

“- Financial reports for the 3 consecutive years prior to the year of submitting the dossier requesting conversion of type audited by an independent audit organization and without qualified opinions from the audit unit.”.

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Chapter VI

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 63/2024/TT-NHNN REGULATING ON DOSSIERS AND PROCEDURES FOR WITHDRAWING LICENSES AND LIQUIDATING ASSETS OF CREDIT INSTITUTIONS, FOREIGN BANK BRANCHES; DOSSIERS AND PROCEDURES FOR WITHDRAWING LICENSES OF REPRESENTATIVE OFFICES IN VIETNAM OF FOREIGN CREDIT INSTITUTIONS, OTHER FOREIGN ORGANIZATIONS HAVING BANKING OPERATIONS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 24/2025/TT-NHNN, CIRCULAR NO. 48/2025/TT-NHNN

Article 24. Amending, supplementing, abolishing some points, clauses of Article 8

1. Abolish point dd, Clause 2.

2. Amend and supplement Clause 9 as follows:

“9. Withdrawal of License:

a) Within 30 days from the date of receiving the document of the Liquidation Supervisory Organization stipulated in point c, d, Clause 8 of this Article, the State Bank of Vietnam shall implement one of the following measures:

(i) Issue a decision to terminate liquidation and a decision to withdraw the License in the case stipulated in Clause 1, 2, Article 17 of this Circular;

(ii) Issue a decision to terminate the liquidation of the credit institution to carry out bankruptcy procedures according to the law in the case stipulated in Clause 3, Article 17 of this Circular;

(iii) Issue a document requiring the credit institution, foreign bank branch to report and explain issues that need to be clarified related to the asset liquidation process (if any);

b) Within 10 days from the date the State Bank of Vietnam issues the document requiring reporting as stipulated in point a(iii) of this Clause, the credit institution, foreign bank branch shall send a report and explanation to the State Bank of Vietnam or the regional State Bank of Vietnam branch according to the authority stipulated in Article 4 of this Circular;

c) Within 10 days from the date of receiving the report and explanation of the credit institution, foreign bank branch stipulated in point b of this Clause, the State Bank of Vietnam shall consider and decide according to the provisions at point a(i) or point a(ii) of this Clause.”

Article 25. Amending and supplementing Clause 3, Article 16

“3. Within 14 working days from the date of receiving the document of the Liquidation Council or Liquidation Supervisory Organization stipulated in Clause 2 of this Article, the State Bank of Vietnam shall issue a document approving or not approving the request to extend the liquidation period.”

Article 26. Amending and supplementing point b, Clause 1, Article 22

“b) Within 14 working days from the date of receiving a complete and valid dossier as stipulated in point a of this Clause, the regional State Bank of Vietnam branch:

(i) Issue a decision to withdraw the License, require the foreign representative office to carry out liquidation of lease contracts, pay other obligations, debts (if any) with related individuals and organizations, carry out procedures to terminate operations, close the foreign representative office, return the Operation Registration Certificate, submit the seal according to the law;

(ii) Issue a document requiring the foreign representative office to report and explain related contents (if any);”

Chapter VII

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 20/2025/TT-NHNN GUIDING ON DOSSIERS AND PROCEDURES FOR APPROVING THE LIST OF ANTICIPATED PERSONNEL OF COMMERCIAL BANKS, FOREIGN BANK BRANCHES AND NON-BANK CREDIT INSTITUTIONS AMENDED AND SUPPLEMENTED BY CIRCULAR NO. 48/2025/TT-NHNN

Article 27. Amending and supplementing Clause 4, Article 7

“4. For anticipated personnel without Vietnamese citizenship: Criminal record certificate or equivalent document (with complete information on criminal status; information on prohibition of holding positions, establishing, managing enterprises, cooperatives) issued by the competent foreign authority according to regulations. In case the criminal record certificate or equivalent document issued by the competent foreign authority does not have information on the prohibition of holding positions, establishing, managing enterprises, cooperatives, the owner (for commercial banks, non-bank credit institutions that are single-member limited liability companies), capital contribution members (for commercial banks, non-bank credit institutions that are multi-member limited liability companies), shareholders, shareholder groups, Board of Directors, Supervisory Board (for commercial banks, non-bank credit institutions that are joint stock companies) nominating anticipated personnel must have a document explaining the absence of information on the prohibition of holding positions, establishing, managing enterprises, cooperatives from the competent authority of the country of citizenship and commit to bearing legal responsibility that the anticipated personnel do not belong to the cases of not being allowed to hold positions as stipulated in the Law on Credit Institutions;

The criminal record certificate or equivalent document stipulated in this Clause must be issued by the competent authority before the time the commercial bank, non-bank credit institution submits the dossier requesting approval of the list of anticipated personnel not exceeding 06 months.”

Article 28. Amending and supplementing Clause 3, Article 8

“3. For anticipated personnel without Vietnamese citizenship: Criminal record certificate or equivalent document (with complete information on criminal status; information on prohibition of holding positions, establishing, managing enterprises, cooperatives) issued by the competent foreign authority according to regulations. In case the criminal record certificate or equivalent document issued by the competent foreign authority does not have information on the prohibition of holding positions, establishing, managing enterprises, cooperatives, the foreign bank must have a document explaining the absence of information on the prohibition of holding positions, establishing, managing enterprises, cooperatives from the competent authority of the country of citizenship and commit to bearing legal responsibility that the anticipated personnel do not belong to the cases of not being allowed to hold positions as stipulated in the Law on Credit Institutions;

The criminal record certificate or equivalent document stipulated in this Clause must be issued by the competent authority before the time the foreign bank branch submits the dossier requesting approval of the list of anticipated personnel not exceeding 06 months.”

Article 29. Amending and supplementing Clause 3, Article 9

“3. Within 25 working days from the date of receiving a complete dossier as stipulated in Article 7 of this Circular and within 20 working days from the date of receiving a complete dossier as stipulated in Article 8 of this Circular, the State Bank of Vietnam, the Credit Institution Management and Supervision Department or the regional State Bank of Vietnam branch shall issue a document approving or not approving the anticipated personnel of commercial banks, foreign bank branches, non-bank credit institutions. In case of non-approval, the reply document to commercial banks, foreign bank branches, non-bank credit institutions of the State Bank of Vietnam, the Credit Institution Management and Supervision Department or the regional State Bank of Vietnam branch must clearly state the reasons.”.

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Article 30. Amending and supplementing Clause 1, Article 13

“1. The Credit Institution Management and Supervision Department is responsible as the focal point for evaluating the compliance of dossiers, standards, and conditions of anticipated personnel of banks, non-bank credit institutions belonging to the subjects stipulated in Clause 1, 2, Article 4 of this Circular according to the Law on Credit Institutions and this Circular; take opinions from relevant units; issue a document requesting the authority managing the criminal record database to provide information related to the criminal record of the concerned individual in case the information related to the criminal record cannot be extracted from the national database, specialized database or the extracted information is incomplete; synthesize and submit to the Governor of the State Bank of Vietnam for consideration, issue a document approving or not approving the anticipated personnel of commercial banks stipulated in Clause 1, Article 4 of this Circular; issue a document approving or not approving the anticipated personnel of non-bank credit institutions, foreign bank branches stipulated in Clause 2, Article 4 of this Circular.”.

Article 31. Amending and supplementing Clause 1, Article 14

“1. The regional State Bank of Vietnam branch is responsible for evaluating the compliance of dossiers, standards, and conditions of anticipated personnel of foreign bank branches according to the Law on Credit Institutions and this Circular; take opinions from relevant units; issue a document requesting the authority managing the criminal record database to provide information related to the criminal record of the concerned individual in case the information related to the criminal record cannot be extracted from the national database, specialized database or the extracted information is incomplete; issue a document approving or not approving the anticipated personnel of foreign bank branches.”.

Chapter VIII

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 47/2025/TT-NHNN GUIDING ON PROCEDURES FOR APPROVAL OF THE STATE BANK OF VIETNAM REGARDING THE LISTING OF SHARES OF JOINT STOCK CREDIT INSTITUTIONS ON FOREIGN STOCK MARKETS

Article 32. Amending and supplementing Clause 2, Article 6

“2. Within 14 working days from the date of receiving a complete dossier as stipulated in Article 5 of this Circular, the State Bank of Vietnam shall issue a document approving (according to the model at Appendix II issued together with this Circular) or not approving the listing of the joint stock credit institution on the foreign stock market; in case of non-approval, the document must clearly state the reasons.”.

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# Chapter IX

## AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 49/2025/TT-NHNN
OF THE GOVERNOR OF THE STATE BANK OF VIETNAM REGULATING ON
DOSSIERS, PROCEDURES FOR APPROVING CHANGES OF
NON-BANK CREDIT INSTITUTIONS

### Article 33. Amending and supplementing some clauses of Article 4

1. Amend and supplement Clause 2 as follows:
“2. The Director of the Credit Institution Management and Supervision Department considers approving changes, amendments, and supplements to the License of non-bank credit institutions regarding the following contents:
a) Change of name;
b) Increase of charter capital of non-bank limited liability credit institutions;
c) Increase of charter capital of non-bank joint stock credit institutions, except for the case of increasing charter capital of non-bank joint stock credit institutions from convertible bonds, capital reserve fund, additional charter capital reserve fund, undistributed profits and other funds according to the law;
d) Purchase, receiving transfer of shares leading to becoming a major shareholder.”.

2. Amend and supplement Clause 3 as follows:
“3. The Director of the regional State Bank of Vietnam branch considers approving changes, amendments, and supplements to the License of non-bank credit institutions regarding the following contents:
a) Change of headquarters location;
b) Change of headquarters address without generating a change in the headquarters location of the non-bank credit institution;
c) Temporary suspension of transactions for 05 working days or more, except for the case of temporary suspension of transactions due to force majeure.”.

### Article 34. Amending and supplementing Article 7

“Article 7. Change of headquarters location

1. The request dossier includes:
a) Request document, which must include at least the following contents:
- Current location;
- Expected new location;
- Reason for change;
- Plan for installing equipment at the new headquarters;
- Plan for relocating headquarters to ensure continuity of operations;

b) Document from the competent decision-making body approving the change of headquarters location;

c) Documents proving that the non-bank credit institution has the right to use or legally owns the headquarters at the new location according to relevant laws.

For documents proving that the non-bank credit institution has the right to use or legally owns the headquarters at the new location being the Land Use Right Certificate, ownership of assets attached to land and data information about the Land Use Right Certificate, ownership of assets attached to land in the national land database, the non-bank credit institution supplements information about the Land Use Right Certificate, ownership of assets attached to land code in the request document stipulated in point a of this Clause. In this case, the non-bank credit institution does not need to submit the Land Use Right Certificate, ownership of assets attached to land.

In case the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters cannot extract information from the national land database or the extracted information is incomplete or inaccurate, the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters requests the non-bank credit institution to submit a copy of the Land Use Right Certificate, ownership of assets attached to land.

2. Procedure for approving change of headquarters location:

a) The non-bank credit institution prepares the dossier and sends it to the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters. In case the dossier is incomplete or invalid, within 07 working days from the date of receiving the dossier, the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters issues a document requiring the non-bank credit institution to supplement the dossier;

b) In case the change of headquarters location is in a different jurisdiction from the regional State Bank of Vietnam branch where the non-bank credit institution currently has its headquarters, within 03 working days from the date of receiving a complete and valid dossier, the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters issues a document to request opinions from the regional State Bank of Vietnam branch where the non-bank credit institution currently has its headquarters regarding the change of headquarters location of the non-bank credit institution, the impact of the change of headquarters location on the operation of the credit institution system in the area; proposals, suggestions (if any).

Within 04 working days from the date of receiving the request from the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters stipulated in this Clause, the regional State Bank of Vietnam branch where the non-bank credit institution currently has its headquarters issues a document participating in opinions to the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters;

c) Within 10 working days from the date of receiving a complete and valid dossier, the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters issues a document approving; in case of non-approval, the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters replies in writing and clearly states the reasons.

The approval document of the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters is valid for 12 months from the date of signing.

3. At least 21 working days before the expected date of operation at the approved location, the non-bank credit institution issues a document requesting to amend the headquarters location in the License to the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters, reporting the start date of operation at the approved location and compliance with all conditions of the headquarters according to the law.

The regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters checks the compliance of all conditions of the headquarters of the non-bank credit institution expected to be located in the area;

4. Within 07 working days from the date of receiving the request document stipulated in Clause 3 of this Article, the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters issues a decision to amend and supplement the License; in case of not amending and supplementing the License, the regional State Bank of Vietnam branch where the non-bank credit institution expects to locate its headquarters issues a reply document and clearly states the reasons;

5. In case of changing the headquarters address without generating a change in the headquarters location, the non-bank credit institution sends to the regional State Bank of Vietnam branch where the non-bank credit institution has its headquarters a notification of the change of headquarters address and requests to amend the headquarters address in the License.

Within 04 working days from the date of receiving the request document of the non-bank credit institution, the regional State Bank of Vietnam branch where the non-bank credit institution has its headquarters issues a decision to amend and supplement the License.”.

**Article 35. Amending and supplementing some points, clauses of Article 8**

1. Amend and supplement point b, Clause 1 as follows:

“b) Report on the organization and operation of the non-bank credit institution, clearly stating:

(i) Evaluation of operation results in the 3 consecutive years prior to the year of submitting the request dossier, including main operation indicators (capital structure, capital utilization and business results);

(ii) Expected goals, operation strategy and business plan for the next 3 years;”.

2. Amend and supplement point b, Clause 2 as follows:
“b) Within 11 working days from the date of receiving a complete and valid dossier, the State Bank of Vietnam issues a decision to amend and supplement the License; in case of not amending and supplementing the License, the State Bank of Vietnam issues a reply document and clearly states the reasons.”

**Article 36. Amending and supplementing some points, clauses of Article 9**

1. Amend and supplement point d(ii), point d(iii), Clause 1 as follows:
“(ii) Document from a Vietnamese commercial bank, foreign bank branch confirming the capital contribution amount of the owner, additional capital contribution members or from the capital contribution of new capital contribution members;
(iii) Financial report of the owner, additional capital contribution member in the year immediately preceding the year of requesting to increase charter capital audited by an independent audit organization according to the law (except for the case where the owner, capital contribution member is a Vietnamese credit institution or enterprise listed on the Vietnamese stock market). In case there is no audited financial report at the time of submitting the request dossier, submit the unaudited financial report and must submit the audited financial report immediately after the audit organization issues the audit report and must bear responsibility for the content of the submitted financial report;”

2. Amend and supplement point b, Clause 2 as follows:
“b) Within 17 working days from the date of receiving a complete and valid dossier, the State Bank of Vietnam issues a decision to amend and supplement the License; in case of not amending and supplementing the License, the State Bank of Vietnam issues a reply document and clearly states the reasons.”

**Article 37. Amending and supplementing some points, clauses of Article 10**

1. Amend and supplement the title of point d, Clause 1 as follows:
“d) List of shareholders and share ownership ratio of shareholders with ownership ratio from 5% or more of the voting share capital and of charter capital at the expected time after increasing capital; List of shareholders and related persons of those shareholders with share ownership ratio from 10% or more of the charter capital at the expected time after increasing capital. These lists must have the following information:”

2. Amend and supplement point g, Clause 2 as follows:
“g) Financial report of the organization expected to be a major shareholder in the year immediately preceding the year of requesting to increase charter capital audited by an independent audit organization according to the law (except for the case where the organization expected to be a major shareholder is a Vietnamese credit institution or enterprise listed on the Vietnamese stock market). In case there is no audited financial report at the time of submitting the request dossier, submit the unaudited financial report and must submit the audited financial report immediately after the audit organization issues the audit report and must bear responsibility for the content of the submitted financial report.”

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**Article 38. Amending and supplementing some points, clauses of Article 11**

1. Amend and supplement point e, Clause 1 as follows:

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"e) The audited financial statements of the buyer or transferee for the year immediately preceding the year of the request to purchase or transfer capital contribution shares, which have been audited by an independent auditing organization according to legal regulations (except in cases where the buyer or transferee is a Vietnamese credit institution or a business listed on the Vietnamese stock market). In cases where audited financial statements are not yet available at the time of submitting the dossier, unaudited financial statements must be submitted, and audited financial statements must be submitted immediately after the auditing organization issues the audit report, with full responsibility for the content of the submitted financial statements."

2. Amend and supplement point b, clause 4 as follows:

"b) Within 21 working days from the date of receiving a complete and valid dossier, the State Bank shall issue a written decision approving or disapproving the request of the non-bank credit institution. In case of refusal, the State Bank shall reply in writing and clearly state the reasons;".

**Article 39. Amendment and supplementation of some points and clauses of Article 12**

1. Amend and supplement the title of point d, clause 1 as follows:

"d) List of major shareholders and related persons of major shareholders of the non-bank credit institution after purchasing or receiving transferred shares, specifying:".

2. Amend and supplement point i, clause 1 as follows:

"i) The audited financial statements of the buyer or transferee for the year immediately preceding the year of dossier submission, which have been audited by an independent auditing organization according to legal regulations (except in cases where the buyer or transferee is a Vietnamese credit institution or a business listed on the Vietnamese stock market). In cases where audited financial statements are not yet available at the time of submitting the dossier, unaudited financial statements must be submitted, and audited financial statements must be submitted immediately after the auditing organization issues the audit report, with full responsibility for the content of the submitted financial statements.".

**Chapter X**

**AMENDMENT AND SUPPLEMENTATION OF SOME ARTICLES OF CIRCULAR NO. 50/2025/TT-NHNN REGULATING ON DOSSIERS AND PROCEDURES FOR APPROVAL OF SOME CONTENTS OF CHANGES IN COMMERCIAL BANKS, FOREIGN BANK BRANCHES**

**Article 40. Amendment and supplementation of the title of clause 4 of Article 3**

"4. Dossiers of commercial banks and foreign bank branches sent to the State Bank through one of the following forms:".
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# Article 41. Amendment and supplementation of Article 4
## "Article 4. Authority to approve changes"

1. The Governor of the State Bank approves the contents of changes specified in clause 1 of Article 1 of this Circular for large foreign bank branches as determined by the Governor of the State Bank, and commercial banks, except for the contents specified in clause 2 and clause 3 of this Article.

2. The Director of the Credit Institution Management and Supervision Department approves the contents of changes for large foreign bank branches as determined by the Governor of the State Bank, and commercial banks, as follows:

   a) Location of the head office of the commercial bank and amendment/supplementation of the License regarding the change of head office location of the commercial bank (within the same province/city where the commercial bank currently has its head office);

   b) Increase of charter capital and amendment/supplementation of the License regarding the charter capital content of limited liability commercial banks;

   c) Increase of allocated capital for foreign bank branches and amendment/supplementation of the License regarding the allocated capital content for foreign bank branches;

   d) Change of name and amendment/supplementation of the License regarding the change of name of commercial banks and foreign bank branches;

   dd) Amendment/supplementation of the License regarding the change of head office address of commercial banks or head office address of foreign bank branches in cases where there is no change in the location of the head office or head office;

   e) Temporary suspension of transactions for 05 working days or more, except in cases of force majeure.

3. The Director of the State Bank Regional Branch approves the following contents of changes:

   a) For large foreign bank branches as determined by the Governor of the State Bank:

      Approve changes in location within the region and planned location within the region (in cases where the location of the foreign bank branch is changed to a different province/city from where the foreign bank branch currently has its head office); amend/supplement the License regarding these changes;

   b) For cases not falling under point a of this clause:

      Contents specified in clause 1 of Article 1 of this Circular for foreign bank branches with their head office within the region and planned location within the region (in cases where the location of the foreign bank branch is changed to a different province/city from where the foreign bank branch currently has its head office)