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

Delegating the implementation of administrative procedures in the field of credit information and amending and supplementing some articles of Circulars related to cutting, simplifying, and delegating the implementation of administrative procedures in the field of bank establishment and operation

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 Decree No. 26/2025/NĐ-CP of the Government defining the functions, tasks, powers, and organizational structure of the State Bank of Vietnam; At the request of the Director of the Department of System Safety of Credit Institutions; The Governor of the State Bank of Vietnam issues this Circular on delegating the implementation of administrative procedures in the field of credit information and amending and supplementing some articles of Circulars related to cutting, simplifying, and delegating the implementation of administrative procedures in the field of bank establishment and operation.

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CHAPTER I

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 38/2014/TT-NHNN REGULATING DOSSIERS, PROCEDURES, AND STEPS FOR APPROVING FOREIGN INVESTORS' PURCHASE OF SHARES IN 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. Amending and supplementing 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 shall include the following components: a) Registration certificate for the offering of individual shares according to regulations; b) Share purchase agreement between the Vietnamese credit institution and the foreign investor.”

2. Abolishing Clause 9.

Article 2. Abolishing point d, Clause 1, Article 8

Article 3. Amending and supplementing 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 written document must clearly state the reasons.”

CHAPTER II

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

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

1. Amending and supplementing point b, Clause 1 as follows:

“b) List of operational contents together with information on the current License and approval documents.”

2. Abolishing point đ(i), Clause 2.

Article 5. Amending and supplementing 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 make 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 headquartered (in the case where the change of headquarters location differs from the management jurisdiction of the State Bank of Vietnam branch where the foreign representative office is currently headquartered). In case of refusal, the State Bank of Vietnam branch shall issue a written reply and clearly state the reasons.”

CHAPTER III

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 56/2024/TT-NHNN REGULATING 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. Amending and supplementing Clause 2, Article 6

“2. In the case where the License is lost, torn, burned, or destroyed in other forms, the commercial bank, foreign bank branch, or foreign representative office must have a written document clearly stating the reason 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 of the License from the original according to legal regulations and in accordance with the authority stipulated 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 of the License from the original to the commercial bank, foreign bank branch, or foreign representative office.”.

Article 7. Amending and supplementing point b, Clause 2, Article 7

“b) Within 30 days from the date of sending the written confirmation of receiving a complete and valid dossier, the State Bank of Vietnam shall proceed to issue the License according to regulations. In case of not issuing the License, the State Bank of Vietnam branch shall send a written reply to the foreign credit institution or other foreign organization with banking operations, clearly stating the reasons for not issuing the License.”.

Article 8. Amending and supplementing point b, Clause 4, Article 11

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

The criminal record certificate or equivalent document stipulated 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. Amending and supplementing some points of Clause 3, Article 12

1. Amending and supplementing 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 specified in Appendix No. 07 issued with this Circular;

• Financial reports for 3 consecutive years prior to 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 assets with value from 100 million VND upwards, debts, and supporting documents according to the model specified in Appendix No. 12 issued with this Circular;”.

2. Amending and supplementing 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 specified in Appendix No. 07 issued with this Circular; Criminal record certificate or equivalent document of the capital contribution representative without Vietnamese citizenship issued by the competent foreign authority according to regulations must contain full information on criminal status;

• Financial reports for 5 consecutive years prior to 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 qualified to provide auditing services announced by the competent authority and without qualified opinions from the auditing unit. In case the audited financial report is not available at the time of submitting the dossier requesting the issuance of the License, submit the unaudited financial report and must submit the audited financial report immediately after the auditing organization issues the audit report and bear responsibility for the content of the submitted financial report;

• 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. Amending and supplementing Clause 3, Article 13

“3. The dossier of a joint venture bank member being a Vietnamese commercial bank or a non-bank enterprise includes the papers and documents stipulated in point b, Clause 3, Article 12 of this Circular, except for the dossier components: Share purchase form; Charter of the organization being a commercial bank; Financial reports of the Vietnamese commercial bank for 5 consecutive years prior to 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 qualified to provide auditing services announced by the competent authority and without qualified opinions from the auditing unit.”.

Article 11. Amending and supplementing point a(ii), Clause 1, Article 22

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

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Article 12. Amending and supplementing 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 prior to the year of submitting the dossier requesting the issuance of the License, audited independently and without qualified opinions from the auditing unit.”

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Chapter IV

AMENDING AND SUPPLEMENTING SOME ARTICLES OF CIRCULAR NO. 57/2024/TT-NHNN REGULATING 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. Amending and supplementing 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 written document clearly stating the reason 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 of the License from the original according to legal regulations.

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. Amending and supplementing point b, Clause 5, Article 11

“b) For personnel expected to not have Vietnamese citizenship: Criminal record certificate or equivalent document (containing full information on criminal status; information on prohibitions on holding positions, establishing, managing enterprises, and 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 contain information on prohibitions on holding positions, establishing, managing enterprises, and cooperatives, the Head of the Preparatory Board must have a written explanation regarding the absence of the competent foreign authority's criminal record certificate or equivalent document providing this information and commit to bearing legal responsibility that the expected management, control, and operational personnel do not fall under the cases prohibited from holding positions, establishing, managing enterprises, and cooperatives as stipulated in the Law on Credit Institutions;

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

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Article 15. Amending and supplementing some points of Clause 3, Article 12

1. Amending and supplementing 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 specified in Appendix No. 06 issued with this Circular;

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

• Financial reports of the enterprise that the founding shareholder manages for at least 03 (three) consecutive years prior to 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. Amending and supplementing 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 specified in Appendix No. 06 issued with this Circular;

• Criminal record certificate or equivalent document of the person without Vietnamese citizenship who is the person appointed to represent the capital contribution portion of the organization at the non-bank credit institution, issued by the competent foreign authority according to regulations, must contain full information on criminal status;

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

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

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

• Documents proving compliance with tax and social insurance obligations: Written commitment to fully implement tax and social insurance obligations of the organization according to Appendix No. 14 issued with this Circular; Confirmation document from the tax authority regarding the implementation of tax obligations with the state budget; Document from the social insurance agency providing information on the organization's social insurance payments.”.

Article 16. Amending and supplementing some points and clauses of Article 13

1. Amending and supplementing point c, Clause 6 as follows:

“c) Curriculum vitae according to the model specified in Appendix No. 06 issued with this Circular. Criminal record certificate or equivalent document of the person without Vietnamese citizenship who is the person appointed to represent the capital contribution portion of the Vietnamese commercial bank at the non-bank credit institution, issued by the competent foreign authority according to regulations, must contain full information on criminal status and information on the prohibition of establishing enterprises; In case the criminal record certificate or equivalent document issued by the competent foreign authority does not contain information on the prohibition of establishing enterprises, the legal representative of the Vietnamese commercial bank must have a written explanation regarding the absence of information on the prohibition of establishing enterprises in the criminal record certificate or equivalent document issued by the foreign authority 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 stipulated in the Law on Credit Institutions.”

2. Amending and supplementing point a(i), Clause 7 as follows:

“(ii) Criminal record certificate or equivalent document of the person without Vietnamese citizenship who is the person appointed to represent the capital contribution portion of the organization at the non-bank credit institution, issued by the competent foreign authority according to regulations, must contain full information on criminal status; information on prohibitions on holding positions, establishing, managing enterprises. In case the criminal record certificate or equivalent document issued by the competent foreign authority does not contain information on prohibitions on holding positions, establishing, managing enterprises, the Head of the Preparatory Board must have a written explanation regarding the absence of the competent foreign authority's criminal record certificate or equivalent document providing this information and commit to bearing legal responsibility that the personnel do not fall under the cases prohibited from holding positions, establishing, managing enterprises as stipulated in the Law on Credit Institutions;”.

Article 17. Amending and supplementing 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 establishment intends to set up its head office (hereinafter referred to as the State Bank of Vietnam branch), appraise the dossier requesting initial license issuance; send a written request to the database management agency to provide information related to the criminal records of the concerned individuals in cases where information related to criminal records cannot be extracted from the national database, specialized databases, or the extracted information is incomplete; submit to the Governor of the State Bank of Vietnam a written 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 set up 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 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. Amending and supplementing Clause 2, Article 10

“2. Dossier requesting approval for merger:

a) Written document of the absorbing credit institution, containing at least the following contents:

(i) Request for approval of merger, change in charter capital;

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

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

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

b) Dossier requesting State Bank of Vietnam approval stipulated in point a(ii) of this clause according to State Bank of Vietnam regulations and relevant legal regulations;

c) Written document from the competent decision-making authority of the credit institutions participating in the merger approving the contents changed in the Merger Plan and other issues related to the merger (if any).”

## Article 19. Amending and supplementing Clause 2, Article 11

“2. Dossier requesting approval for consolidation:

a) Written document of the representative credit institution, containing 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 presented to the Governor of the State Bank of Vietnam for principle approval of the consolidation (if any);

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

b) Dossier requesting State Bank of Vietnam approval stipulated in point a(ii) of this clause according to State Bank of Vietnam regulations and relevant legal regulations;

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 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. Amending and supplementing Clause 2, Article 10

“2. Dossier requesting approval for merger:

a) Written document of the absorbing credit institution, containing at least the following contents:

(i) Request for approval of merger, change in charter capital;

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

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

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

b) Dossier requesting State Bank of Vietnam approval stipulated in point a(ii) of this clause according to State Bank of Vietnam regulations and relevant legal regulations;

c) Written document from the competent decision-making authority of the credit institutions participating in the merger approving the contents changed in the Merger Plan and other issues related to the merger (if any).”

## Article 19. Amending and supplementing Clause 2, Article 11

“2. Dossier requesting approval for consolidation:

a) Written document of the representative credit institution, containing 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 presented to the Governor of the State Bank of Vietnam for principle approval of the consolidation (if any);

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

b) Dossier requesting State Bank of Vietnam approval stipulated in point a(ii) of this clause according to State Bank of Vietnam regulations and relevant legal regulations;

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

d) Written document from the competent decision-making authority of the merged credit institutions approving the contents changed in the Consolidation Plan and other issues related to the consolidation (if any);

d) Written document from the competent decision-making authority of the consolidated credit institution regarding:

(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 positions of General Director (Director), Deputy General Director (Deputy Director), Chief Accountant;

e) Internal regulations on the organization and operation of the consolidated credit institution stipulated 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. Amending and supplementing Clause 2, Article 17

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

a) Written document of the credit institution, containing 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 ratio of capital contribution of contributing members, founding shareholders, major shareholders, strategic shareholders, and foreign investor shareholders of the credit institution converting its legal form;

b) Dossier requesting State Bank of Vietnam approval stipulated in point a(ii) of this clause according to State Bank of Vietnam regulations and relevant legal regulations;

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) Written document from the competent decision-making authority of the credit institution to be converted approving the contents changed 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) The document of the credit institution being converted regarding legal form clearly states the changes compared to the Legal Form Conversion Plan submitted to the Governor of the State Bank of Vietnam for approval in principle of the legal form conversion (if any);

e) Documents from the competent authority of the credit institution converting its legal form 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 converting its legal form and other issues related to the credit institution converting its legal form;

(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 converting its legal form stipulated at point e, Clause 1 of this Article have been approved by the competent authority of the credit institution converting its legal form;

h) In addition to the dossiers 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 the following additional dossiers:

(i) Report on the results of the 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 receiving new shareholders;

(ii) Dossiers of founding shareholders (if any), major shareholders, strategic shareholders of the credit institution converting its legal form implemented according to the dossier for founding shareholders establishing a credit institution according to the regulations of the State Bank of Vietnam on dossiers and procedures for issuing the first License of the credit institution;

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

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

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

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(ii) Document from the credit institution being converted confirming the capital-contributing member status of the credit institution converting its legal form;

(iii) Dossiers of owners, members receiving transferred capital contribution, new capital-contributing members of the credit institution converting its legal form implemented according to the dossier for owners, founding members establishing a credit institution according to the regulations of the State Bank of Vietnam on dossiers 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; amending and supplementing the License for establishment and operation of the non-bank credit institution and approving 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 must be audited by an independent audit organization and have no 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, and abolishing some points and 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 from the Liquidation Supervisory Organization stipulated at points 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 at 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 State Bank of Vietnam branch according to the competence stipulated in Article 4 of this Circular;

c) Within 10 days from the date of receiving the report and explanation from the credit institution, foreign bank branch stipulated at 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 from 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 at point a of this Clause, the State Bank of Vietnam branch:

(i) Issue a decision to withdraw the License, require the foreign representative office to proceed with liquidating the lease contract for the office, settle other obligations and debts (if any) with related individuals and organizations, carry out procedures to terminate operations, close the foreign representative office, return the Operation Registration Certificate, and 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 PROPOSED 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 proposed personnel who do not have Vietnamese nationality: Criminal record certificate or equivalent document (containing 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 contain 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-contributing members (for commercial banks, non-bank credit institutions that are two-member or more limited liability companies), shareholders, group of shareholders, Board of Directors, Supervisory Board (for commercial banks, non-bank credit institutions that are joint stock companies) proposing the proposed personnel must have a document explaining the absence of information from the competent authority of the country of nationality or equivalent document providing this information and commit to bearing legal responsibility that the proposed personnel do not belong to the cases prohibited from holding positions according to 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 proposed personnel, not exceeding 06 months.”

Article 28. Amending and supplementing Clause 3, Article 8

“3. For proposed personnel who do not have Vietnamese nationality: Criminal record certificate or equivalent document (containing 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 contain information on the prohibition of holding positions, establishing, managing enterprises, cooperatives, the foreign bank must have a document explaining the absence of information from the competent authority of the country of nationality or equivalent document providing this information and commit to bearing legal responsibility that the proposed personnel do not belong to the cases prohibited from holding positions according to 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 proposed 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 according to the provisions of Article 7 of this Circular and within 20 working days from the date of receiving a complete dossier according to the provisions of Article 8 of this Circular, the State Bank of Vietnam, the Credit Institution Management and Supervision Department, or the State Bank of Vietnam Regional Branch shall issue a document approving or not approving the proposed personnel of the commercial bank, foreign bank branch, non-bank credit institution. In case of non-approval, the reply document to the commercial bank, foreign bank branch, non-bank credit institution from the State Bank of Vietnam, the Credit Institution Management and Supervision Department, or the State Bank of Vietnam Regional 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 the proposed 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; collect opinions from relevant units; issue a document requesting the authority managing the criminal record database to provide information related to the criminal records of the individuals concerned in case the information related to criminal records 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 proposed personnel of the commercial bank stipulated in Clause 1, Article 4 of this Circular; issue a document approving or not approving the proposed personnel of the non-bank credit institution, foreign bank branch stipulated in Clause 2, Article 4 of this Circular.”.

Article 31. Amending and supplementing Clause 1, Article 14

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

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 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, AND STEPS 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 the non-bank credit institution regarding the following contents:
a) Change of name;
b) Increase of charter capital of the non-bank limited liability credit institution;
c) Increase of charter capital of the non-bank joint stock credit institution, except for the case of increasing charter capital of the non-bank joint stock credit institution from convertible bonds, additional charter capital reserve fund, share premium 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 State Bank of Vietnam Regional Branch considers approving changes, amendments, and supplements to the License of the non-bank credit institution regarding the following contents:
a) Change of the location of the head office;
b) Change of the address of the head office without generating a change in the location of the head office 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 the location of the head office

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

b) Document from the competent authority approving the change of the location of the head office;

c) Documents proving that the non-bank credit institution has the right to use or legally owns the head office 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 head office 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 at point a, Clause 1 of this Article. 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 State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office cannot extract information from the national land database or the extracted information is incomplete or inaccurate, the State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office requests the non-bank credit institution to submit an additional copy of the Land Use Right Certificate, ownership of assets attached to land.

2. Procedure for approving the change of the location of the head office:

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

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

Within 04 working days from the date of receiving the request from the State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office stipulated in this Clause, the State Bank of Vietnam Regional Branch where the non-bank credit institution currently has its head office issues a document participating in opinions and sends it to the State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office;

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

The approval document from the State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office 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 location of the head office on the License to the State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office, reporting the start date of operation at the approved location and the compliance with all conditions of the head office according to the law.

The State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office checks the compliance with all conditions of the head office of the non-bank credit institution planned 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 State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office issues a decision to amend and supplement the License; in case of not amending and supplementing the License, the State Bank of Vietnam Regional Branch where the non-bank credit institution plans to locate its head office issues a reply document and clearly states the reasons;

5. In case of changing the address of the head office without generating a change in the location of the head office, the non-bank credit institution sends a notification to the State Bank of Vietnam Regional Branch where the non-bank credit institution has its head office regarding the change of the address of the head office and requests to amend the address of the head office on the License.

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

Article 35. Amending and supplementing some points and 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 usage, 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 and 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 amount of capital contribution of the owner, additional capital-contributing members or from the capital contribution of new capital-contributing members; (iii) Financial report of the owner, capital-contributing members providing, contributing additional capital in the year immediately prior to 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-contributing members are Vietnamese credit institutions or enterprises 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 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 and 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 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 prior to 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 an 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 bear responsibility for the content of the submitted financial report.”

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

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

---

“e) The audited financial statements of the buyer or transferee for the year immediately preceding the year of the proposed purchase or transfer of capital contribution, audited by an independent audit organization in accordance with the law (except in cases where the buyer or transferee is a Vietnamese credit institution or a business listed on the Vietnamese stock market). In the event that audited financial statements are not available at the time of submitting the application dossier, unaudited financial statements shall be submitted, and audited financial statements must be submitted immediately after the audit organization issues the audit report, with 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 of Vietnam shall issue a written approval or disapproval of the request of the non-bank financial institution. In case of rejection, the State Bank of Vietnam shall reply in writing and clearly state the reasons;”.

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

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

“d) The list of major shareholders and related persons of major shareholders of the non-bank financial institution after purchasing or receiving the transfer of 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 submitting the application dossier, audited by an independent audit organization in accordance with the law (except in cases where the buyer or transferee is a Vietnamese credit institution or a business listed on the Vietnamese stock market). In the event that audited financial statements are not available at the time of submitting the application dossier, unaudited financial statements shall be submitted, and audited financial statements must be submitted immediately after the audit organization issues the audit report, with responsibility for the content of the submitted financial statements.”.

**Chapter X**

**AMENDMENT AND SUPPLEMENTATION OF CERTAIN ARTICLES OF CIRCULAR NO. 50/2025/TT-NHNN REGULATING DOSSIERS AND PROCEDURES FOR APPROVING CERTAIN CONTENT CHANGES OF COMMERCIAL BANKS AND FOREIGN BANK BRANCHES**

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

“4. The dossier of the commercial bank or foreign bank branch shall be sent to the State Bank of Vietnam in 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 of Vietnam shall approve the content changes specified in Clause 1 of Article 1 of this Circular for large-scale foreign bank branches as determined by the Governor of the State Bank of Vietnam, and commercial banks, except for the content specified in Clause 2 and Clause 3 of this Article.

2. The Director of the Credit Organization Management and Supervision Department shall approve the content changes for large-scale foreign bank branches as determined by the Governor of the State Bank of Vietnam, and commercial banks, as follows:

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

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

c) Increase in allocated capital of the foreign bank branch and amendment and supplementation of the License regarding the allocated capital of the foreign bank branch;

d) Change of name and amendment and supplementation of the License regarding the change of name of the commercial bank or foreign bank branch;

d) Amendment and supplementation of the License regarding the change of the head office address of the commercial bank or the address of the foreign bank branch in cases where no change in the location of the head office or branch occurs;

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

3. The Director of the State Bank of Vietnam Regional Branch shall approve the following content changes:

a) For large-scale foreign bank branches as determined by the Governor of the State Bank of Vietnam:
Approve the change of location within the area and the planned location within the area (in the case of changing the location of a foreign bank branch to a different province or city from where the foreign bank branch currently has its head office); amend and supplement the License regarding this change;

b) For cases not falling under point a of this clause:
The content specified in Clause 1 of Article 1 of this Circular for foreign bank branches with their head office within the area and planned location within the area (in the case of changing the location of a foreign bank branch