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THE STATE BANK OF VIETNAM |
THE SOCIALIST REPUBLIC OF VIETNAM |
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No. 11/2026/TT-NHNN |
Hanoi, May 19, 2026 |
DECENTRALIZATION OF AUTHORITY FOR SETTLEMENT OF ADMINISTRATIVE PROCEDURES IN CREDIT INFORMATION SECTOR, AND AMENDMENTS TO CIRCULARS PRESCRIBING REDUCTION, SIMPLIFICATION, AND DECENTRALIZATION OF AUTHORITY FOR SETTLEMENT OF ADMINISTRATIVE PROCEDURES FOR 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 by the Law No. 96/2025/QH15;
Pursuant to the Government’s Decree No. 26/2025/ND-CP defining functions, tasks, powers and organizational structure of the State Bank of Vietnam (SBV);
At the request of the Director of the Department of System Safety Supervision of Credit Institutions;
The Governor of the State Bank of Vietnam (SBV) hereby promulgates a Circular prescribing the decentralization of authority for settlement of administrative procedures in the credit information sector, and providing amendments to Circulars prescribing reduction, simplification, and decentralization of authority for settlement of administrative procedures for establishment and operation of banks.
AMENDMENTS TO CIRCULAR NO. 38/2014/TT-NHNN PRESCRIBING APPLICATIONS AND PROCEDURES FOR APPROVAL FOR FOREIGN INVESTORS’ PURCHASE OF SHARES OF VIETNAMESE CREDIT INSTITUTIONS, AS AMENDED BY CIRCULAR NO. 48/2025/TT-NHNN
Article 1. Amendments to and abrogation of some clauses of Article 5
1. Clause 7 is amended as follows:
“7. Where a Vietnamese credit institution issues shares by way of the private placement to a foreign investor for the purpose of increasing its charter capital, the application shall include the following additional documents:
a) A certificate of registration of private placement of shares as prescribed;
b) A written agreement on sale and purchase of shares between the Vietnamese credit institution and the foreign investor.”.
2. Clause 9 is abrogated.
Article 2. Abrogation of point d clause 1 Article 8
Article 3. Amendments to clause 3 Article 12
“3. Within 19 working days from its receipt of a complete and valid application, SBV shall consider issuing a written approval or refusal to give approval for the foreign investor’s purchase of shares. In case of refusal, SBV shall give a written response clearly stating reasons for such refusal.”.
AMENDMENTS O CIRCULAR NO. 34/2024/TT-NHNN PRESCRIBING REPLACEMENT OF LICENSES, ADDITION OF LICENSED OPERATIONS, AND ORGANIZATION AND OPERATION OF COMMERCIAL BANKS, FOREIGN BANK BRANCHES, REPRESENTATIVE OFFICES IN VIETNAM OF FOREIGN CREDIT INSTITUTIONS AND OTHER FOREIGN ORGANIZATIONS PERFORMING BANKING ACTIVITIES, AS AMENDED BY CIRCULAR NO. 66/2025/TT-NHNN
Article 4. Amendments to and abrogation of some clauses of Article 9
1. Point b clause 1 is amended as follows:
“b) The list of licensed operations, including information on unexpired License and written approvals.”.
2. Point dd(i) clause 2 is abrogated.
Article 5. Amendments to point c clause 2 Article 11
“c) Within 20 days from its receipt of a complete and valid application, the SBV’s branch shall issue a decision on modification of the License regarding the proposed changes of the foreign representative office. It shall concurrently notify the SBV’s branch in charge of the area where the foreign representative office is currently located (in cases where the foreign representative office is relocated to an area falling under the management of an SBV’s branch other than the SBV’s branch in charge of the area where it is currently located). If an application is refused, the SBV’s branch shall give a written response clearly stating reasons for such refusal.”.
AMENDMENTS TO CIRCULAR NO. 56/2024/TT-NHNN PRESCRIBING APPLICATIONS AND PROCEDURES FOR INITIAL ISSUANCE OF LICENSES TO COMMERCIAL BANKS, FOREIGN BANK BRANCHES, FOREIGN REPRESENTATIVE OFFICES, AS AMENDED BY CIRCULAR NO. 12/2025/TT-NHNN
Article 6. Amendments to clause 2 Article 6
“2. If its License is lost, torn, burned, or otherwise destroyed, the commercial bank, foreign bank branch (FBB), or foreign representative office shall prepare a written request for issuance of a copy of the License from the master register, in which the reasons for such request must be clearly stated, and send it by post or directly to the State Bank of Vietnam (SBV) (via its Single-Window Section), in accordance with regulations of law and within the authority specified in Article 5 of this Circular.
Within 02 working days from the date of receipt of the written request, the SBV shall issue a copy of the License from the master register to the commercial bank, FBB, or foreign representative office.”.
Article 7. Amendments to point b clause 2 Article 7
“b) Within 30 days from the date on which its written confirmation of receipt of a complete and valid application is given, the SBV’s branch shall issue a License as prescribed. If an application is refused, the SBV’s branch shall give a written response clearly stating reasons for such refusal to the foreign credit institution or other foreign organization performing banking activities.”.
Article 8. Amendments to point b clause 4 Article 11
“b) For recommended personnel who do not hold Vietnamese nationality: a criminal record or another document of equivalent validity (which contains sufficient information about criminal records and any prohibition from holding certain positions, or establishing/managing enterprises and cooperatives) issued by a foreign competent authority as prescribed. Where a criminal record or another document of equivalent validity issued by a foreign competent authority does not contain information about the prohibition from holding certain positions, or establishing/managing enterprises and cooperatives, the Head of the Preparatory Board shall give a written explanation of this fact, and give a written commitment to bear legal responsibility for ensuring that the recommended personnel does not fall into the cases of prohibition from holding certain positions in accordance with regulations of the Law on Credit Institutions;
The criminal record or another document of equivalent validity specified in this Point must be issued by a competent authority no more than 06 months before the date on which the application for the License is submitted;”.
Article 9. Amendments to some points of clause 3 Article 12
1. Point a(iii) Clause 3 is amended as follows:
“(iii) In addition to the abovementioned documents, a founding shareholder has to submit the following documents:
– A CV made using the form in the Appendix No. 07 enclosed herewith;
– Financial statements for 03 years immediately preceding the year in which an application for License is submitted, of the enterprise managed by the founding shareholder, or a certified copy of his/her bachelor’s degree or postgraduate degree in finance, banking, economics, business administration, law, accounting or auditing;
– A statement of assets valued at VND 100 million or more, and debts, accompanied with supporting documents, using the form in Appendix 12 enclosed herewith;”.
2. Point b(vii) Clause 3 is amended as follows:
“(vii) In addition to the abovementioned documents, a founding shareholder has to submit the following documents:
– A CV of the representative of its capital contribution, using the form in Appendix 07 enclosed herewith; a criminal record or another document of equivalent validity of the capital contribution representative who does not hold the Vietnamese nationality, issued by a competent foreign authority as prescribed, and containing complete information on criminal record status;
– Its financial statements for the 05 consecutive years immediately preceding the year in which an application for License is submitted, independently audited by an audit organization included in the list of qualified audit organizations announced by a competent authority, and containing no qualified opinion. Where audited financial statements are not yet available at the time of application submission, the organization shall submit its unaudited financial statements and assume responsibility for contents thereof, and must submit the audited ones immediately after the auditor’s report is given;
– A document issued by a competent authority approving the contribution of capital for establishing a bank, where the organization is a state-owned enterprise;”.
Article 10. Amendments to clause 3 Article 13
“3. Documents of a founding member of a joint-venture bank that is a Vietnamese commercial bank or an enterprise that is not a bank are those specified in point b clause 3 Article 12 of this Circular, except for the following: the request for purchase of shares; the charter of an organization that is a commercial bank; and the financial statements of the Vietnamese commercial banks for 05 consecutive years immediately preceding the year in which an application for License is submitted, independently audited by an audit organization included in the list of qualified audit organizations announced by a competent authority, and containing no qualified opinion.”.
Article 11. Amendments to point a(ii) clause 1 Article 22
“(ii) Appraise the received application (sending a written request to the authority in charge of managing the criminal record database to provide information relating to the criminal records of the relevant individual, where such criminal record information cannot be obtained from national databases or specialized databases, or where the obtained information is incomplete), and send a written request for application appraisal, accompanied with the application, to the members of the Appraisal Council for their consideration. Such request for application appraisal must clearly state its appraisal results and set out the recommendation as to whether the License should be issued;”.
Article 12. Amendments to Appendix 04
The following paragraph is added at the end of Appendix 04:
“- Financial statements of the Vietnamese commercial bank that is a founding member of the joint-venture bank, for the 05 consecutive years immediately preceding the year in which the application for License is submitted, independently audited and containing no qualified opinion.”.
AMENDMENTS TO CIRCULAR NO. 57/2024/TT-NHNN PRESCRIBING APPLICATIONS AND PROCEDURES FOR INITIAL ISSUANCE OF LICENSES TO NON-BANK CREDIT INSTITUTIONS, AS AMENDED BY CIRCULAR NO. 12/2025/TT-NHNN
Article 13. Amendments to clause 2 Article 6
“2. If its License is lost, torn, burned, or otherwise destroyed, the non-bank credit institution shall prepare a written request for issuance of a copy of the License from the master register, in which the reasons for such request must be clearly stated, and submit it by post or directly to the SBV’s Regional Branch (via its Single-window Section) in accordance with regulations of law.
Within 02 working days from its receipt of the written request, SBV shall consider issue a copy of the License from the master register to the non-bank credit institution.”.
Article 14. Amendments to point b clause 5 Article 11
“b) For recommended personnel who do not hold Vietnamese nationality: a criminal record or another document of equivalent validity (which contains sufficient information about criminal records and any prohibition from holding certain positions, or establishing/managing enterprises and cooperatives) issued by a foreign competent authority as prescribed. Where a criminal record or another document of equivalent validity issued by a foreign competent authority does not contain information about the prohibition from holding certain positions, or establishing/managing enterprises and cooperatives, the Head of the Preparatory Board shall give a written explanation of this fact, and give a written commitment to bear legal responsibility for ensuring the personnel to be appointed to the management, control and executive boards does not fall into the cases of prohibition from holding certain positions, or establishing/managing enterprises and cooperatives in accordance with regulations of the Law on Credit Institutions;
The criminal record or another document of equivalent validity specified in this Point must be issued by a competent authority no more than 06 months before the date on which the non-bank credit institution submits the application for the License;”.
Article 15. Amendments to some points of clause 3 Article 12
1. Point a(iii) Clause 3 is amended as follows:
“(iii) In addition to the abovementioned documents, a founding shareholder has to submit the following documents:
– A CV made using the form in the Appendix No. 06 enclosed herewith;
– The statement of personal credit relationships made using the form in Appendix 11 enclosed herewith;
– Financial statements of the enterprise managed by the founding shareholder, for at least 03 (three) years immediately preceding the year in which an application for License is submitted, or a copy of his/her bachelor’s degree or postgraduate degree in finance, banking, economics, business administration, law, accounting or auditing;”.
2. Point b(vi) Clause 3 is amended as follows:
“(vi) In addition to the abovementioned documents, a founding shareholder has to submit the following documents:
– A CV of the person authorized to represent its contributed capital which is made using the form in the Appendix No. 06 enclosed herewith;
– A criminal record or another document of equivalent validity of the person who does not hold the Vietnamese nationality and is authorized to represent the organization’s capital contributed to the non-bank credit institution, issued by a competent foreign authority as prescribed, and containing complete information on criminal record status;
– The statement of its credit relationships made using the form in Appendix 12 enclosed herewith;
– Its financial statements of the 03 years immediately preceding the year in which an application for License is submitted, audited by an audit organization included in the list of qualified audit organizations announced by a competent authority, and containing no qualified opinion. Where audited financial statements of a previous year are not yet available at the time of application submission, the organization shall submit its unaudited financial statements and assume responsibility for contents thereof, and must submit the audited ones immediately after the auditor’s report is given;
– A report on financial capacity to make capital contribution to the non-bank credit institution of the organization that is not a commercial bank, made using the form in Appendix No. 13 enclosed herewith;
– Documents proving its fulfillment of tax and social insurance obligations: written commitment to fulfill tax and social insurance obligations which is made by the organization according to Appendix 14 enclosed herewith; the tax authority’s certification of fulfillment of tax obligations towards state budget; the social insurance agency’s document indicating information on the organization’s social insurance contributions.”.
Article 16. Amendments to some points and clauses of Article 13
1. Point c clause 6 is amended as follows:
“c) A CV made using the form in the Appendix No. 06 enclosed herewith. A criminal record or another document of equivalent validity of the person who does not hold the Vietnamese nationality and is authorized to represent the Vietnamese commercial bank’s capital contributed to the non-bank credit institution, issued by a competent foreign authority as prescribed, and containing complete information on criminal record status and prohibition from establishing enterprises; Where a criminal record or another document of equivalent validity issued by a foreign competent authority does not contain information about the prohibition establishing enterprises, the legal representative of the Vietnamese commercial bank shall give a written explanation of this fact, and give a written commitment to bear legal responsibility for ensuring that the person authorized to represent the Vietnamese commercial bank’s capital contributed to the non-bank credit institution does not fall into the cases of prohibition from holding certain positions in accordance with regulations of the Law on Credit Institutions.”.
2. Point a(ii) Clause 7 is amended as follows:
“(ii) A criminal record or another document of equivalent validity of the person who does not hold the Vietnamese nationality and is authorized to represent the organization’s capital contributed to the non-bank credit institution, issued by a competent foreign authority as prescribed, and containing complete information on criminal record status; information on prohibition from holding certain positions, or establishing/managing enterprises. Where a criminal record or another document of equivalent validity issued by a foreign competent authority does not contain information about the prohibition from holding certain positions, or establishing/managing enterprises, the Head of the Preparatory Board shall give a written explanation of this fact, and give a written commitment to bear legal responsibility for ensuring that the recommended personnel does not fall into the cases of prohibition from holding certain positions or establishing/managing enterprises in accordance with regulations of the Law on Credit Institutions;”.
Article 17. Amendments to point a clause 1 Article 14
“a) Act as a focal point in charge of receiving and coordinating with relevant affiliated units of SBV, SBV’s Regional Branches in charge of the area where the non-bank credit institution is to be headquartered (hereinafter referred to as “SBV’s branch”) in appraising applications for initial issuance of License; sending a written request to the authority in charge of managing the criminal record database to provide information relating to the criminal records of the relevant individual, where such criminal record information cannot be obtained from national databases or specialized databases, or where the obtained information is incomplete; requesting the SBV’s Governor to send written request for opinions of the People’s Committee of the province or central-affiliated city where the non-bank credit institution is to be headquartered and the Ministry of Public Security (if necessary); requesting the SBV’s Governor to grant or refuse to grant approval in principle of the establishment of the non-bank credit institution; requesting the SBV’s Governor to issue or refuse to issue License to the non-bank credit institution;”.
AMENDMENTS TO CIRCULAR NO. 62/2024/TT-NHNN PRESCRIBING CONDITIONS, DOCUMENTATION REQUIREMENTS AND PROCEDURES FOR APPROVAL OF REORGANIZATION OF COMMERCIAL BANKS AND NON-BANK CREDIT INSTITUTIONS, AS AMENDED BY CIRCULAR NO. 26/2025/TT-NHNN AND CIRCULAR NO. 69/2025/TT-NHNN
Article 18. Amendments to clause 2 Article 10
“2. An application for approval for merger includes:
A) An application form made by the acquiring credit institution, which shall at minimum include the following:
(i) A request for approval of the merger, change in charter capital;
(ii) A request for approval of other contents (if any);
(iii) A clear statement of the changes in the merger scheme included in the application submitted to SBV’s Governor for approval in principle for the merger (if any);
(iv) The acquiring credit institution’s commitment on the post-merger credit institution’s compliance with the provisions of Clause 2, Article 9 of this Circular;
b) An application for SBV’s approval as prescribed in point a(ii) of this clause which is made in accordance with SBV’s regulations and relevant laws;
c) Documents made by the decision-making authorities of the credit institutions engaging in the merger to give approval for changes in the merger scheme and other issues concerning the merger (if any).”.
Article 19. Amendments to clause 2 Article 11
“2. An application for approval for consolidation includes:
a) An application form made by the representative credit institution, which shall at minimum include the following:
(i) A request for approval for the consolidation;
(ii) A request for approval of other contents (if any);
(iii) The changes compared to the consolidation scheme included in the application submitted to the SBV’s Governor for approval in principle for the consolidation (if any);
(iv) The representative credit institution’s commitment on the consolidated credit institution’s compliance with the provisions of Clause 2 Article 9 of this Circular;
b) An application for SBV’s approval as prescribed in point a(ii) of this clause which is made in accordance with SBV’s regulations and relevant laws;
c) The charter of the consolidated credit institution which has been approved by its decision-making authority;
d) Documents made by the decision-making authorities of the consolidating credit institutions to give approval for changes in the consolidation scheme and other issues concerning the consolidation (if any);
dd) Documents made by the decision-making authority of the consolidated credit institution on:
(i) Approval of the charter; election or appointment of holders of the positions of members of the Board of Directors, Board of Members, or Board of Controllers; regulations on organization and operation of the Board of Directors, Board of Members, and Board of Controllers of the consolidated credit institution, and other issues concerning the consolidated credit institution;
(ii) Election of the Chairperson of the Board of Directors or Chairperson of the Board of Members; election of the Head of the Board of Controllers;
(iii) Appointment of the General Director (Director), Deputy General Director(s) (Deputy Director(s)), and Chief Accountant;
e) Internal regulations on organization and operation of the consolidated credit institution prescribed in Point i Clause 1 of this Article, which have been approved by the decision-making authority of the consolidated credit institution.”.
Article 20. Amendments to clause 2 Article 17
“2. An application for approval for conversion of legal form includes:
a) An application form made by the credit institution, which shall at minimum include the following:
(i) A request for approval for conversion of legal form;
(ii) A request for approval of other contents (if any);
(iii) List, indicating contributed capital amounts and holdings, of capital-contributing members, founding shareholders, majority shareholders, strategic shareholders, and shareholders that are foreign investors of the credit institution after conversion of legal form;
b) An application for SBV’s approval as prescribed in point a(ii) of this clause which is made in accordance with SBV’s regulations and relevant laws;
c) The charter of the credit institution after conversion of legal form which has been approved by its decision-making authority;
d) Documents made by the decision-making authority of the credit institution before conversion of legal form to give approval for changes in the plan for conversion of legal form and other issues concerning such conversion of legal form (if any);
dd) The statement, made by the credit institution before conversion of legal form, of the changes in the plan for conversion of legal form included in its application submitted to SBV’s Governor for approval in principle for the conversion of legal form (if any);
e) Documents made by the decision-making authority of the credit institution after conversion of legal form on:
(i) Approval of the charter; election or appointment of holders of the positions of members of the Board of Directors, Board of Members, or Board of Controllers; regulations on organization and operation of the Board of Directors, Board of Members, and Board of Controllers of the credit institution after conversion of legal form, and other issues concerning the credit institution after conversion of legal form;
(ii) Election of the Chairperson of the Board of Directors or Chairperson of the Board of Members; election of the Head of the Board of Controllers; appointment of the Chairperson and members of the Board of Members, and members of the Board of Controllers;
(iii) Appointment of the General Director (Director), Deputy General Director(s) (Deputy Director(s)), and Chief Accountant;
g) Internal regulations on organization and operation of the credit institution after conversion of legal form which include the required contents as prescribed in point e clause 1 of this Article and have been approved by its decision-making authority;
h) In addition to the required documents specified in points a, b, c, d, dd, e, g of this clause, the credit institution that converts from a limited liability company into a joint-stock company must additionally submit the following documents:
(i) A report on the results of the share offering, and certificate of the proceeds from the offering which is given by the commercial bank or foreign bank branch where its blocked subscription account is opened, the State Securities Commission’s certificate of receipt of the report on offering of shares in case of initial public offering which is conducted to serve the conversion of a limited liability company into a joint-stock company, or the transfer contract, or documentary evidences of completion of transfer in case of transfer of stakes; documentary evidences of capital contribution by new shareholders in case of admission of new shareholders;
(ii) Documents of founding shareholders (if any), majority shareholders, and strategic shareholders of the credit institution after conversion of legal form which include those documents on founding shareholders establishing a credit institution according to SBV’s regulations on documentation requirements and procedures for initial issuance of license to credit institutions;
(iii) Documents of shareholders or strategic shareholders that are foreign investors of the credit institution after conversion of legal form as prescribed in SBV’s regulations on documentation requirements and procedures for approval for foreign investors’ purchase of shares of Vietnamese credit institutions;
i) In addition to the required documents prescribed in points a, b, c, d, dd, e, g of this clause, the credit institution that converts from a single-member limited liability company into a multi-member limited liability company or vice versa, and a credit institution that converts from a joint-stock company into a limited liability company, shall additionally submit the following documents:
(i) The contract for transfer of stakes, or the agreement on capital contribution, or documents confirming completion of the transfer of stakes;
(ii) A document made by the credit institution before conversion of legal form to certify status of capital-contributing members of the credit institution after conversion of legal form;
(iii) Documents of the owner, capital-contributing members that receive transfer, new capital-contributing members of the credit institution after conversion of legal form which are the same as those of the owner and founding members establishing a credit institution in accordance with SBV’s regulations on documentation requirements and procedures for initial issuance of license to credit institutions.”.
Article 21. Abrogation of Clause 6 Article 22
Article 22. Amendments to clause 3 Article 24
“3. Within 21 working days from its receipt of an adequate and valid application, the SBV shall give a written approval for conversion of business type of the non-bank credit institution using the form in Appendix 07 enclosed herewith; amend the License on establishment and operation of the non-bank credit institution, and give approval for other contents (if any). Where the application is refused, the SBV shall provide a written response clearly stating the reasons for such refusal.”.
Article 23. Amendments to Appendix 03
The following paragraph is added at the end of Appendix 03:
“- Financial statements, for the 03 years immediately preceding the year in which the application for approval for conversion of business type is submitted, audited by an independent auditing organization and containing no qualified opinion.”.
AMENDMENTS TO CIRCULAR NO. 63/2024/TT-NHNN PRESCRIBING DOCUMENTATION REQUIREMENTS AND PROCEDURES FOR REVOCATION OF LICENSE AND LIQUIDATION OF ASSETS OF CREDIT INSTITUTIONS AND FOREIGN BANK BRANCHES; DOCUMENTATION REQUIREMENTS AND PROCEDURES FOR REVOCATION OF LICENSE OF REPRESENTATIVE OFFICES IN VIETNAM OF FOREIGN CREDIT INSTITUTIONS AND OTHER FOREIGN ORGANIZATIONS PERFORMING BANKING ACTIVITIES, AS AMENDED BY CIRCULAR NO. 24/2025/TT-NHNN AND CIRCULAR NO. 48/2025/TT-NHNN
Article 24. Amendments to, and abrogation of, some points and clauses of Article 8
1. Point dd Clause 2 is abrogated.
2. Clause 9 is amended as follows:
“9. License revocation:
a) Within 30 days from its receipt of the documents from the liquidation supervision team as prescribed in points c, d clause 8 of this Article, the SBV shall take one of the following measures:
(i) Issue a decision on termination of liquidation and a decision on license revocation, in the case prescribed in Clauses 1 and 2 Article 17 of this Circular;
(ii) Issue a decision on termination of liquidation of assets of the credit institution to initiate bankruptcy proceedings as prescribed by law in the case prescribed in clause 3 Article 17 of this Circular;
(iii) Request the credit institution or FBB in writing to provide report on or explanation about the issues related to the asset liquidation (if any);
b) Within 10 days from the date on which the SBV gives a written request as prescribed in point a(iii) of this clause, the credit institution or FBB shall send the required report or explanation to the SBV or the SBV’s branch of appropriate competence as prescribed in Article 4 hereof;
c) Within 10 days from its receipt of the report or explanation from the credit institution or FBB as prescribed in point b of this clause, the SBV shall consider issuing decisions as prescribed in point a(i) or point a(ii) of this clause.”.
Article 25. Amendments to clause 3 Article 16
“3. Within 14 working days from its receipt of the request from the liquidation council or the liquidation supervision team as prescribed in clause 2 of this Article, the SBV shall give a written response indicating its approval for or refusal to approve such request for extension of the time limit for liquidation.”.
Article 26. Amendments to point b clause 1 Article 22
“b) Within 14 working days from its receipt of an adequate and valid application as prescribed in point a of this clause, the SBV’s branch shall:
(i) Issue a decision on license revocation, request the foreign representative office to follow procedures for finalization of the office lease contract, fulfill all liabilities and debts (if any) to relevant individuals and organizations, carry out procedures for shutdown or closure of the foreign representative office, and return the certificate of operation registration and seal as prescribed by law;
(ii) Request the foreign representative office in writing to provide report or explanation about related issues (if any);”.
AMENDMENTS TO CIRCULAR NO. 20/2025/TT-NHNN PROVIDING GUIDANCE ON APPLICATIONS AND PROCEDURES FOR APPROVAL FOR RECOMMENDED PERSONNEL LISTS OF COMMERCIAL BANKS, FOREIGN BANK BRANCHES AND NON-BANK CREDIT INSTITUTIONS, AS AMENDED BY CIRCULAR NO. 48/2025/TT-NHNN
Article 27. Amendments to clause 4 Article 7
“4. For recommended personnel who do not hold Vietnamese nationality: a criminal record or another document of equivalent validity (which contains sufficient information about criminal records and any prohibition from holding certain positions, or establishing/managing enterprises and cooperatives) issued by a foreign competent authority as prescribed. Where a criminal record or another document of equivalent validity issued by a foreign competent authority does not contain information about the prohibition from holding certain positions, or establishing/managing enterprises and cooperatives, the owner (for a commercial bank or non-bank credit institution that is a single-member limited liability company), the capital-contributing member (for a commercial bank or non-bank credit institution that is a multi-member limited liability company), or shareholder, group of shareholders, Board of Directors, or Board of Controllers (for a commercial bank or non-bank credit institution that is a joint-stock company) that recommends personnel shall give a written explanation of this fact, and give a written commitment to bear legal responsibility for ensuring that the recommended personnel does not fall into the cases of prohibition from holding certain positions in accordance with regulations of the Law on Credit Institutions;
The criminal record or another document of equivalent validity prescribed in this Clause must be issued by a competent authority no more than 06 months before the date on which the commercial bank or non-bank credit institution submits the application for approval for its recommended personnel list.”.
Article 28. Amendments to clause 3 Article 8
“3. For recommended personnel who do not hold Vietnamese nationality: a criminal record or another document of equivalent validity (which contains sufficient information about criminal records and any prohibition from holding certain positions, or establishing/managing enterprises and cooperatives) issued by a foreign competent authority as prescribed. Where a criminal record or another document of equivalent validity issued by a foreign competent authority does not contain information about the prohibition from holding certain positions, or establishing/managing enterprises and cooperatives, the foreign bank shall give a written explanation of this fact, and give a written commitment to bear legal responsibility for ensuring that the recommended personnel does not fall into the cases of prohibition from holding certain positions in accordance with regulations of the Law on Credit Institutions;
The criminal record or another document of equivalent validity prescribed in this Clause must be issued by a competent authority no more than 06 months before the date on which the foreign bank branch (FBB) submits the application for approval for its recommended personnel list.”.
Article 29. Amendments to clause 3 Article 9
“3. Within 25 working days from the date of receipt of an adequate application as prescribed in Article 7, or within 20 working days from the date of receipt of an adequate application as prescribed in Article 8 of this Circular, the SBV, or the Credit Institution Management and Supervision Department, or the relevant SBV’s Regional Branch shall give a document indicating its approval or refusal to give approval of the recommended personnel list of the commercial bank, foreign bank branch, or non-bank credit institution. If an application is refused, reasons for such refusal must be included in the written document given by the SBV, or the Credit Institution Management and Supervision Department, or the SBV’s Regional Branch to the commercial bank, foreign bank branch, or non-bank credit institution.”.
Article 30. Amendments to clause 1 Article 13
“1. The Credit Institution Management and Supervision Department shall act as the focal point responsible for assessing the satisfaction of application requirements, standards and eligibility requirements of recommended personnel by banks or non-bank credit institutions that are subject to Clauses 1, 2 Article 4 of this Circular in accordance with regulations of the Law on Credit Institutions and this Circular; taking opinions from relevant agencies; sending written request to the authority in charge of managing the criminal record database to provide information relating to the criminal records of the relevant individual, where such criminal record information cannot be obtained from national databases or specialized databases, or where the obtained information is incomplete; consolidating information and requesting the SBV’s Governor to grant, or refuse to grant, written approval of recommended personnel lists of the commercial banks prescribed in Clause 1 Article 4 of this Circular; granting, or refusing to grant, written approval of recommended personnel lists of the non-bank credit institutions or FBBs prescribed in Clause 2 Article 4 of this Circular.”.
Article 31. Amendments to clause 1 Article 14
“1. The SBV’s Regional Branch shall be responsible for assessing the satisfaction of application requirements, standards and eligibility requirements of recommended personnel by FBBs in accordance with regulations of the Law on Credit Institutions and this Circular; taking opinions from relevant agencies; sending written request to the authority in charge of managing the criminal record database to provide information relating to the criminal records of the relevant individual, where such criminal record information cannot be obtained from national databases or specialized databases, or where the obtained information is incomplete; granting, or refusing to grant, written approval of recommended personnel lists of FBBs.”.
AMENDMENTS TO CIRCULAR NO. 47/2025/TT-NHNN PROVIDING GUIDANCE ON PROCEDURES FOR GRANT OF APPROVAL BY STATE BANK OF VIETNAM FOR LISTING OF SHARES ON FOREIGN SECURITIES MARKETS BY JOINT-STOCK CREDIT INSTITUTIONS
Article 32. Amendments to clause 2 Article 6
“2. Within 14 working days from its receipt of an adequate application as prescribed in Article 5 of this Circular, the SBV shall consider whether to grant a written approval (which is made using the form in Appendix II enclosed herewith) for the listing of shares on foreign securities market. In case of refusal, a written response clearly stating the reasons for such refusal must be provided.”.
AMENDMENTS TO CIRCULAR NO. 49/2025/TT-NHNN OF GOVERNOR OF STATE BANK OF VIETNAM PRESCRIBING APPLICATIONS AND PROCEDURES FOR APPROVAL OF CHANGES OF NON-BANK CREDIT INSTITUTIONS
Article 33. Amendments to some clauses of Article 4
1. Clause 2 is amended as follows:
“2. The Director of the Credit Institution Management and Supervision Department shall consider giving approval for the following changes and modifications to the License of a non-bank credit institution:
a) Change of name;
b) Increase in the charter capital of a limited liability non-bank credit institution;
c) Increase in the charter capital of a joint-stock non-bank credit institution, except for increases in charter capital of a joint-stock non-bank credit institution derived from convertible bonds, additional reserve fund of charter capital, share premium fund, undistributed profits, and other funds as prescribed by law;
d) Purchase or receipt of transfer of shares resulting in becoming a major shareholder.”.
2. Clause 3 is amended as follows:
“3. The Director of each SBV’s Regional Branch shall consider giving approval for the following changes and modifications to the License of a non-bank credit institution:
a) Relocation of the head office;
b) Change in the registered address of the head office of the non-bank credit institution without relocation thereof;
c) Suspension of transactions for 05 working days or more, except suspension due to force majeure events.”.
Article 34. Amendments to Article 7
“Article 7. Relocation of head office
1. An application includes:
a) An application form, which contains at least:
– Current location;
– Intended new location;
– Reasons for relocation;
– A plan to install equipment at the new head office;
– A head office relocation plan, which is aimed at ensuring continuous operation;
b) Written approval for relocation of the head office granted by the decision-making authority;
c) Documents proving that the non-bank credit institution has the rights to use, or lawfully owns, the head office at the new location as prescribed by relevant laws.
Where the document evidencing the non-bank credit institution’s rights to use, or lawful ownership of, the head office at the new location is a Certificate of land-use rights and ownership of property attached to land, and information on such Certificate is available in the national land database, the non-bank credit institution shall write the code of such Certificate in the application form specified at point a of this clause. In such case, the non-bank credit institution is not required to submit such Certificate of land-use rights and ownership of property attached to land.
Where the SBV’s Regional Branch in charge of the area where the non-bank credit institution intends to locate its head office is unable to access the relevant information from the national land database, or where the information obtained is incomplete or inaccurate, the SBV’s Regional Branch shall request the non-bank credit institution to provide a copy of the Certificate of land-use rights and ownership of property attached to land.
2. Procedures for approval of relocation of the head office:
a) The non-bank credit institution shall prepare an application and submit it to the SBV’s Regional Branch in charge of the area where it intends to locate its head office. If the application is inadequate or invalid, within 07 working days from its receipt of the application, the SBV’s Regional Branch in charge of the area where the non-bank credit institution intends to locate its head office shall request the non-bank credit institution in writing to submit additional documents or complete its application;
b) Where the head office of the non-bank credit institution is relocated to an area falling beyond the jurisdiction of the SBV’s Regional Branch in charge of the area where the non-bank credit institution is currently headquartered, within 03 working days from its receipt of a complete and valid application, the SBV’s Regional Branch in charge of the area where the non-bank credit institution intends to locate its head office shall send written request to the SBV’s Regional Branch in charge of the area where the non-bank credit institution is currently headquartered to seek its opinions about such relocation, its impacts on operation of the system of credit institutions in the area, and its proposals and recommendations (if any).
Within 04 working days from its receipt of the request for opinions as prescribed in this Clause, the SBV’s Regional Branch in charge of the area where the non-bank credit institution is currently headquartered shall send its written opinions on the requested matters to the requesting SBV’s Regional Branch;
c) Within 10 working days from its receipt of a complete and valid application, the SBV’s Regional Branch in charge of the area where the non-bank credit institution intends to locate its head office shall issue a written approval for such relocation; in case of refusal, it shall give a written response clearly stating the reasons for such refusal.
The written approval given by the SBV’s Regional Branch in charge of the area where the non-bank credit institution intends to locate its head office shall be valid for 12 months from the date on which it is signed.
3. At least 21 working days prior to the expected commencement date of operation at the approved location, the non-bank credit institution shall submit an application form to the SBV’s Regional Branch in charge of the area where it intends to locate its head office for change of the head office specified in its License, which must specify the date of commencement of operation at the approved location and confirm its compliance with all statutory requirements regarding the head office.
The SBV’s Regional Branch in charge of the area where the non-bank credit institution intends to locate its head office shall inspect and verify the compliance by the non-bank credit institution with all statutory requirements regarding the head office;
4. Within 07 working days from its receipt of the application form as prescribed in Clause 3 of this Article, the SBV’s Regional Branch in charge of the area where the non-bank credit institution intends to locate its head office shall issue a decision to modify the License; in case of refusal to modify the License, it shall give a written response clearly stating the reasons for such refusal;
5. Where its head office’s address is changed without relocation thereof, the non-bank credit institution shall send a written notification of the change in the head office’s address and a request for modification of the License regarding the change in the head office’s address to the SBV’s Regional Branch in charge of the area where it is headquartered.
Within 04 working days from its receipt of the written request from the non-bank credit institution, the SBV’s Regional Branch in charge of the area where the non-bank credit institution is headquartered shall issue a decision to modify the License.”.
Article 35. Amendments to some points and clauses of Article 8
1. Point b clause 1 is amended as follows:
“b) A report on the organizational structure and operation of the non-bank credit institution, which shall specify:
(i) An assessment of operational performance over the 03 consecutive years preceding the year in which the application is submitted, including key operational indicators (capital structure, use of capital, and business performance);
(ii) Projected operational objectives and strategies, and the business plan for the subsequent 03 years;”.
2. Point b clause 2 is amended as follows:
“b) Within 11 working days from its receipt of an adequate and valid application, the SBV shall consider issuing a decision to modify the License. In case of refusal, the SBV shall give a written response indicating reasons for such refusal.”.
Article 36. Amendments to some points and clauses of Article 9
1. Points d(ii) and d(iii) Clause 1 are amended as follows:
“(ii) A written certification by a Vietnamese commercial bank, or foreign bank branch, of the amount of capital additionally contributed by the owner and/or existing capital-contributing members, or contributed by new capital-contributing members;
(iii) Financial statements of the owner and/or capital-contributing members making additional capital allocation or contribution, for the year immediately preceding the year of application for approval of charter capital increase, audited by an independent audit organization in accordance with regulations of law (except for the owner or capital-contributing member that is a Vietnamese credit institution or an enterprise listed on the Vietnamese securities market). In the event that audited financial statements are not available at the time of application submission, the applicant shall submit unaudited financial statements and assume responsibility for the contents of such submitted financial statements, and shall submit the audited ones immediately after the auditor’s report is given;”.
2. Point b clause 2 is amended as follows:
“b) Within 17 working days from its receipt of an adequate and valid application, the SBV shall consider issuing a decision to modify the License. In case of refusal, the SBV shall give a written response indicating reasons for such refusal.”.
Article 37. Amendments to some points and clauses of Article 10
1. The heading of Point d Clause 1 is amended as follows:
“d) A list of shareholders holding 5% or more of the voting share capital and of the charter capital as expected after the capital increase, indicating their respective shareholding ratios; and a list of shareholders whose aggregate shareholding, together with that of their related persons, represents 10% or more of the charter capital as expected after the capital increase. Such lists must include the following information:”.
2. Point g Clause 2 is amended as follows:
“g) Financial statements of the organization proposed to become a major shareholder, for the year immediately preceding the year of application for approval of charter capital increase, audited by an independent audit organization in accordance with regulations of law (except where the organization proposed to become a major shareholder is a Vietnamese credit institution or an enterprise listed on the Vietnamese securities market). In the event that audited financial statements are not available at the time of application submission, the organization shall submit unaudited financial statements and assume responsibility for the contents of such submitted financial statements, and shall submit the audited ones immediately after the auditor’s report is given.”.
Article 38. Amendments to some points and clauses of Article 11
1. Point e clause 1 is amended as follows:
“e) Financial statements of the purchaser/transferee, for the year immediately preceding the year of application for approval of the purchase and sale or transfer of stakes, audited by an independent audit organization in accordance with regulations of law (except where the purchaser/transferee is a Vietnamese credit institution or an enterprise listed on the Vietnamese securities market). In the event that audited financial statements are not available at the time of application submission, the purchaser/transferee shall submit unaudited financial statements and assume responsibility for the contents of such submitted financial statements, and shall submit the audited ones immediately after the auditor’s report is given.”.
2. Point b clause 4 is amended as follows:
“b) Within 21 working days from its receipt of an adequate and valid application, the SBV shall issue a written approval or a written refusal of the application submitted by the non-bank credit institution. In case of refusal, the SBV shall provide a written response clearly stating the reasons for such refusal;”.
Article 39. Amendments to some points and clauses of Article 12
1. The heading of Point d Clause 1 is amended as follows:
“d) A list of major shareholders and their related persons of the non-bank credit institution after the purchase or receipt of transfer of shares, which must clearly indicate:”.
2. Point i Clause 1 is amended as follows:
“i) Financial statements of the purchaser/transferee, for the year immediately preceding the year of application submission, audited by an independent audit organization in accordance with regulations of law (except where the purchaser/transferee is a Vietnamese credit institution or an enterprise listed on the Vietnamese securities market). In the event that audited financial statements are not available at the time of application submission, the purchaser/transferee shall submit unaudited financial statements and assume responsibility for the contents of such submitted financial statements, and shall submit the audited ones immediately after the auditor’s report is given.”.
AMENDMENTS TO CIRCULAR NO. 50/2025/TT-NHNN PRESCRIBING APPLICATIONS AND PROCEDURES FOR APPROVAL OF CHANGES OF COMMERCIAL BANKS AND FOREIGN BANK BRANCHES
Article 40. Amendments to heading of clause 4 Article 3
“4. Commercial banks or foreign bank branches (FBBs) shall submit their applications to the SBV adopting any of the following methods:”.
Article 41. Amendments to Article 4
“Article 4. Authority to grant approval of changes
1. The SBV’s Governor shall consider granting approval for the changes specified in clause 1 Article 1 of this Circular of large-scale FBBs, as defined in the Decision of the SBV’s Governor, and commercial banks, except for such changes prescribed in clauses 2 and 3 of this Article.
2. The Director of the Credit Institution Management and Supervision Department shall consider granting approval for the following changes of large-scale FBBs, as defined in the Decision of the SBV’s Governor, and commercial banks, including:
a) Relocation of headquarters of a commercial bank (within the same province or city where the commercial bank is headquartered) and modification of its License regarding such relocation;
b) Increase in the charter capital of a limited liability commercial bank and modification of its License regarding the charter capital;
c) Increase in the allocated capital of an FBB and modification of its License regarding the allocated capital;
d) Renaming of a commercial bank or FBB and modification of its License regarding such renaming;
dd) Modification of the License of a commercial bank or FBB regarding changes in the commercial bank’s headquarters address or the FBB’s address without relocation;
e) Suspension of transactions for 05 working days or more, except for suspension due to force majeure events.
3. Directors of SBV’s Regional Branches shall consider giving approval for the following changes:
a) For large-scale FBBs, as defined in the Decision of the SBV’s Governor:
The Director of each SBV’s Regional Branch shall consider giving approval for the relocation of an FBB within the same area falling under its management, or the expected relocation of an FBB to the area falling under its management (where an FBB relocates to a province or city different from the one where it is currently located); modification of the License regarding such relocation;
b) For the cases other than those specified in point a of this clause:
The Director of each SBV’s Regional Branch shall consider giving approval for the changes specified in clause 1 Article 1 of this Circular of FBBs that are located in, or intend to relocate to (in cases where an FBB relocates to a province or city different from the one where it is currently located), the area falling under its management.”.
Article 42. Amendments to point b clause 2 Article 5
“b) Within 20 working days from its receipt of an adequate and valid application, the SBV shall grant an approval for renaming of the commercial bank or FBB, and issue a decision to modify its License. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.”.
Article 43. Amendments to some clauses of Article 6
1. Point c clause 1 is amended as follows:
“c) Documents evidencing that the commercial bank or FBB has, or will have, the lawful rights to use the headquarters or premises at its new location.
Where the document evidencing the commercial bank’s rights to use, or lawful ownership of, the headquarters at the new location is a Certificate of land-use rights and ownership of property attached to land, and information on such Certificate is available in the national land database, the commercial bank shall write the code of such Certificate in the application form specified at point a of this clause. In such case, the commercial bank is not required to submit such Certificate of land-use rights and ownership of property attached to land.
Where the SBV is unable to access the relevant information from the national land database, or where the information obtained is incomplete or inaccurate, the SBV shall request the commercial bank to provide a copy of the Certificate of land-use rights and ownership of property attached to land.”.
2. Point b clause 2 is amended as follows:
“b) Within 20 working days from its receipt of an adequate and valid application, the SBV shall grant a written approval for the relocation of the FBB. Within 25 working days from its receipt of an adequate and valid application, the SBV shall grant a written approval for the relocation of headquarters of the commercial bank. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.”.
Article 44. Amendments to point b clause 2 Article 7
“b) Within 20 working days from its receipt of an adequate and valid application, the SBV shall grant a written approval for the relocation of the FBB. Within 25 working days from its receipt of an adequate and valid application, the SBV shall grant a written approval for the relocation of headquarters of the commercial bank. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.”.
Article 45. Amendments to point c(i) clause 1 Article 9
“c) A general report on organizational structure and operation of the commercial bank or FBB in Vietnam, which specifies:
(i) An assessment of operational performance over the 03 consecutive years preceding the year in which the application is submitted, including key operational indicators related to capital structure, use of capital, and business performance;”.
Article 46. Amendments to point b clause 2 Article 10
“b) Within 15 working days from its receipt of an adequate and valid application, the SBV shall grant a written approval for the application submitted by the commercial bank or FBB. If an application is refused, the SBV shall give a written response indicating reasons for such refusal.”.
Article 47. Amendments to some clauses of Article 13
1. Point a(v) is added to clause 1 as follows:
“v) A report on compliance with regulations of law on risk management and establishment of provisions for risks as of the application submission date; the SBV’s regulations on maintenance of prudential ratios in banking operations in the year preceding the year in which the application is submitted and up to the application submission date, of the new capital-contributing member that is a Vietnamese commercial bank and shall assume responsibility for the accuracy of the provided information;”.
2. Point c(ii) Clause 1 is amended as follows:
“(ii) For a new capital-contributing member that is a Vietnamese commercial bank:
– A decision on appointment of the representative of the capital amount to be contributed to the bank which must indicate identification information of such capital representative (including full name; personal identification number (for an individual holding Vietnamese nationality), number of passport or another document of equivalent validity, date of issue, place of issue, and nationality(ies) (for an individual who does not hold Vietnamese nationality);
– A written explanation, with the independent audit organization’s certification, as to qualified opinions which will cause no impact on the capital contribution conditions (in case the financial statements contain qualified opinions given by the independent audit organization);
– A report on compliance with limits on purchase and holding of stocks of credit institutions as prescribed in clause 8 Article 111 of the Law on Credit Institutions;
– A report on the minimum capital adequacy ratio and expected capital contribution and purchase of shares after the capital contribution;”.
3. Point c(iii) Clause 1 is amended as follows:
“(iii) Regarding a new member of a joint-venture bank that is a non-bank enterprise, the application includes:
– The establishment license or enterprise registration certificate or another document of equivalent validity (except for Vietnamese enterprises);
– A decision on appointment of the representative of the capital amount to be contributed to the bank which must indicate identification information of such capital representative (including full name; personal identification number (for an individual holding Vietnamese nationality), number of passport or another document of equivalent validity, date of issue, place of issue, and nationality(ies) (for an individual who does not hold Vietnamese nationality);
– Copies of passports, or other documents of equivalent validity, of the enterprise’s legal representative and representative of its capital amount contributed to the bank (for persons who do hold Vietnamese nationality);
– A competent authority’s written approval for the enterprise’s contribution of capital to the bank;
– The report on satisfaction of requirements by the new partner that is a non-bank enterprise upon its contribution of capital in accordance with regulations adopted by the SBV’s Governor on replacement of License, addition of business lines to License, and organization and operation of commercial banks, foreign bank branches, representative offices in Vietnam of foreign credit institutions and other foreign organizations performing banking activities;
– Financial statements for the 03 years immediately preceding the year of submission of the application for approval of capital increase, audited by an independent audit organization in accordance with regulations of law (except for enterprises listed on the Vietnamese securities market);
– A written explanation, with the independent audit organization’s certification, as to qualified opinions which will cause no impact on the capital contribution conditions (in case the financial statements contain qualified opinions given by the independent audit organization);
– A report on the non-bank enterprise’s financial capability to make capital contribution to the joint-venture bank which is made using the form in Appendix I enclosed herewith;
– A statement of the enterprise’s credit relationship history, made using the form in Appendix II enclosed herewith;
– A tax authority’s certification of fulfillment of tax obligations to the state budget; A social insurance authority’s document providing information on payment of social insurance contributions;
– A declaration of related persons and their contribution of capital to the commercial bank which is made using the form in Appendix III enclosed herewith.”.
AMENDMENTS TO CIRCULAR NO. 55/2025/TT-NHNN PRESCRIBING REPLACEMENT ISSUANCE OF LICENSES, ADDITION OF OPERATIONS TO LICENSES, AND ORGANIZATION AND OPERATION OF NON-BANK CREDIT INSTITUTIONS
Article 48. Amendments to point b clause 1 Article 7
“b) The list of licensed operations, including information on unexpired License and written approvals.”.
AMENDMENTS TO CIRCULAR NO. 60/2025/TT-NHNN OF GOVERNOR OF STATE BANK OF VIETNAM PRESCRIBING CONDITIONS, APPLICATIONS AND PROCEDURES FOR APPROVAL FOR CONTRIBUTION OF CAPITAL TO AND PURCHASE OF SHARES OF CREDIT INSTITUTIONS
Article 49. Amendments to, and abrogation of, some points and clauses of Article 6
1. Point c(xiv) is added following point c(xiii) clause 1 as follows:
“(xiv) The credit institution’s business performance as shown in its financial statements of the year preceding the year in which the application is submitted, audited by an independent audit organization. In case its financial statements contain qualified opinions given by the audit organization, the credit institution is required to provide a written explanation, with the audit organization’s certification, as to such qualified opinions which will cause no impact on the conditions for capital contribution or purchase of shares;”.
2. Point d Clause 1 is abrogated.
3. Point a Clause 3 is amended as follows:
“a) The documents specified in points a and b clause 1 of this Article;”.
4. The phrase “điểm c(xiv)” (“point c(xiv)”) is added after the phrase “điểm c(xiii)” (“point c(xiii)”) in point b clause 3.
5. Point a Clause 4 is amended as follows:
“a) The documents specified in points a and b clause 1 of this Article;”.
6. The phrase “điểm c(xiv)” (“point c(xiv)”) is added after the phrase “điểm c(xiii)” (“point c(xiii)”) in point b clause 4.
AMENDMENTS TO CIRCULAR NO. 61/2025/TT-NHNN OF GOVERNOR OF STATE BANK OF VIETNAM PRESCRIBING OPERATING NETWORK OF COMMERCIAL BANKS
Article 50. Amendments to some clauses of Article 4
1. Clause 2 is amended as follows:
“2. The Director of the Credit Institution Management and Supervision Department shall consider giving approval for the commercial bank’s establishment, termination of operation, or dissolution (except for voluntary termination of operation) of its transaction offices.”.
2. Clause 3 is amended as follows:
“3. The Director of each SBV’s Regional Branch shall consider giving approval for:
a) Relocation of branches or transaction offices;
b) Voluntary termination of operation of branches or transaction offices;
c) Establishment, termination of operation, or dissolution of domestic representative offices or supporting service units.”.
Article 51. Abrogation of Clause 6 Article 13
Article 52. Amendments to some clauses of Article 14
1. Clause 1 is amended as follows:
“1. Commercial banks shall submit the application to the SBV or the relevant SBV’s Regional Branch in a single submission by September 30 each year, except in the cases specified in clause 4 Article 4 of this Circular.”.
2. Clause 2 is amended as follows:
“2. The commercial bank shall prepare 01 set of application documents as prescribed in Article 13 of this Circular, and submit it to the SBV or the relevant SBV’s Regional Branch. If the application is inadequate or invalid, within 05 working days from its receipt of the application, the SBV or the relevant SBV’s Regional Branch shall request the commercial bank in writing to submit additional documents or complete its application.”.
3. Clause 6 is amended as follows:
“6. Within 21 working days from its receipt of an adequate application as prescribed in Article 13 of this Circular, the SBV shall give a written approval or written refusal of the commercial bank’s application for establishment of overseas branches, representative offices and/or subsidiary banks. Within 14 working days from its receipt of an adequate application as prescribed in Article 13 of this Circular, the SBV’s Regional Branch shall give a written approval or written refusal of the commercial bank’s application for establishment of domestic representative offices and supporting service units. If the application is approved, the SBV’s Regional Branch shall issue written approval for the establishment of each domestic representative office.
In case of refusal, the SBV or the SBV’s Regional Branch shall give a written response clearly stating written reasons for such refusal to the commercial bank.”.
4. Clause 7 is amended as follows:
“7. Within 12 months from the date on which the SBV or the SBV’s Regional Branch gives a written approval as prescribed in Clauses 5, 6 of this Article, the commercial bank must commence operations of the approved domestic branches, transaction offices, representative offices and/or supporting service units. If the commercial bank fails to commence operations of its branches, transaction offices, representative offices and/or supporting service units within such time limit, the written approval given by the SBV or the relevant SBV’s Regional Branch shall automatically cease to be effective.”.
Article 53. Amendments to some clauses of Article 15
1. Clause 2 is amended as follows:
“2. The commercial bank shall submit a written report to the SBV’s Regional Branch in charge of the area where the domestic branch or transaction office is located, no later than 07 working days prior to the proposed date of commencement of operations of such domestic branch or transaction office. Such a report shall include the following information:
a) The proposed date of commencement of operations and confirmation of satisfaction of the requirements for commencement of operations of the domestic branch or transaction office;
b) Information on the head, name and address of the domestic branch or transaction office.”.
2. Clause 3 is abrogated.
3. Clause 4 is amended as follows:
“4. The commercial bank shall commence operations of its domestic branch or transaction office upon satisfaction of the requirements set out in clauses 1, 2 of this Article, and complete all legal procedures for operations of such branch or transaction office as prescribed.”.
Article 54. Amendments to some clauses of Article 19
1. Points c, d Clause 4 are amended as follows:
“c) Within 04 working days from the date of receipt of the request from the SBV’s Regional Branch in charge of the area where the branch or transaction office is to be located, the People’s Committee of province or central-affiliated city where the branch or transaction is to be located, and the SBV’s Regional Branch in charge of the area where the branch or transaction office is currently located shall give their written opinions about the requested matters;
d) Within 03 working days from its receipt of adequate opinions from the requested agencies, the SBV’s Regional Branch in charge of the area where the commercial bank intends to locate its branch or transaction office shall give a written approval or written refusal of the commercial bank’s application for relocation of its branch or transaction office; in case of refusal, a written response clearly stating the reasons for such refusal shall be given to the commercial bank.”.
2. Clause 6 is amended as follows:
“6. The commercial bank shall submit a written report to the SBV’s Regional Branch referred to in Point b Clause 3 or Point d Clause 4 of this Article on its satisfaction of the requirements set out in Clause 1 Article 15 of this Circular no later than 7 working days before the proposed commencement date of operations at the approved location.
Relocation of a branch or transaction office prior to commencement of operations shall comply with provisions of clauses 1, 2 and 3 of this Article and clauses 2 and 4 of Article 15 of this Circular.”.
Article 55. Amendments to some clauses of Article 29
1. Clause 2 is amended as follows:
“2. Procedures for voluntary termination of operations of a domestic branch:
a) The commercial bank shall prepare 01 set of application documents as prescribed in Clause 1 of this Article and submit it to the SBV’s Regional Branch in charge of the area where the branch is located;
b) Within 11 working days from the receipt of an adequate application as prescribed in this Circular, the SBV’s Regional Branch in charge of the area where the branch is located shall give a written approval or written refusal of the commercial bank’s application. In case of refusal, a written response clearly stating reasons for refusal shall be given to the commercial bank.”.
2. Clause 3 is amended as follows:
“3. Procedures for voluntary termination of operations of a transaction office:
a) The commercial bank shall prepare 01 set of application documents as prescribed in Clause 1 of this Article and submit it to the SBV’s Regional Branch in charge of the area where the transaction office is located;
b) Within 5 working days from the receipt of an adequate application as prescribed in this Circular, the SBV’s Regional Branch in charge of the area where the transaction office is located shall give a written approval or written refusal of the commercial bank’s application. In case of refusal, a written response clearly stating reasons for refusal shall be given to the commercial bank.”.
Article 56. Amendments to Article 30
“Article 30. Compulsory termination of operation or dissolution of domestic branches, transaction offices, representative offices and supporting service units
1. The SBV’s Governor shall have the authority to require the compulsory termination of operations of domestic branches of commercial banks.
2. The Director of the Credit Institution Management and Supervision Department shall have the authority to require the compulsory termination of operations of transaction offices of commercial banks.
3. Directors of SBV’s Regional Branches shall have the authority to require the compulsory termination of operations of domestic representative offices and supporting service units of commercial banks.
4. A domestic branch, transaction office, representative office, or supporting service unit of the commercial bank shall be subject to consideration for compulsory termination of operation in any of the following cases:
a) There is evidence showing that the application for establishment of the branch, transaction office, representative office, or supporting service unit contains false information, leading to a misassessment of the commercial bank’s satisfaction of the conditions for establishing such branch, transaction office, representative office, or supporting service unit;
b) It operates beyond or contrary to the scope of operations permitted by regulations of law.
5. A domestic branch of a commercial bank shall be subject to compulsory termination of operations where it records a negative income-expenditure balance for 03 consecutive years, except in the following cases:
a) The branch is established in a rural area;
b) The branch is within its first 03 years of operation.
6. A domestic branch or transaction office of a commercial bank shall be subject to compulsory termination of operations where it is relocated without obtaining prior written approval from the SBV’s Regional Branch.
7. Based on the cases specified in Clauses 4, 5 and 6 of this Article, the SBV’s Regional Branch in charge of the area where the branch, transaction office, representative office or supporting service unit of the commercial bank is located shall:
a) Send a written request, clearly stating the reasons therefor, to the SBV (via the Credit Institution Management and Supervision Department) proposing the termination of operations of the branch or transaction office of the commercial bank;
b) Issue a written request requiring the commercial bank to terminate the operation of its representative office or supporting service unit.
8. Within 10 working days from the receipt of the written request from the SBV’s Regional Branch as prescribed in clause 7 of this Article, or where, during inspection and supervision activities, any case specified in clause 4, 5, or 6 of this Article is detected, the Credit Institution Management and Supervision Department shall issue, or submit to the SBV’s Governor for issuance, a written request requiring the commercial bank to terminate the operation of its branch or transaction office.
9. Within 90 days from the date on which the SBV or the SBV’s Regional Branch issues a written request as prescribed in clause 7 or 8 of this Article, the commercial bank shall complete the termination of operations of its branch, transaction office, representative office, or supporting service unit as requested; submit a written report specifying the date of such termination to the SBV or the SBV’s Regional Branch in charge of the area where its branch, transaction office, representative office, or supporting service unit is located.”.
Article 57. Replacement of Appendix I
Appendix I enclosed with the Circular No. 61/2025/TT-NHNN is replaced by Appendix I enclosed herewith.
DECENTRALIZATION OF AUTHORITY FOR SETTLEMENT OF ADMINISTRATIVE PROCEDURES IN GOVERNMENT’S DECREE NO. 58/2021/ND-CP PRESCRIBING PROVISION OF CREDIT INFORMATION SERVICES
Article 58. Decentralization of authority for settlement of administrative procedures for provision of credit information services
The SBV’s Regional Branch shall consider reissuing, or approving changes to, the certificate of eligibility to provide credit information services of credit information companies located in the area falling under its jurisdiction as prescribed in Article 12 and Article 13 of the Decree No. 58/2021/ND-CP.
1. This Circular comes into force from May 19, 2026, except regulations in Clause 3 of this Article.
2. This Circular nullifies:
a) Points c, d and dd clause 2 Article 1 and points b, c, d, dd and e clause 2, clause 3 Article 2 of the Circular No. 12/2025/TT-NHNN of the Governor of the State Bank of Vietnam;
b) Article 3 of the Circular No. 24/2025/TT-NHNN of the Governor of the State Bank of Vietnam;
c) Article 8 of the Circular No. 26/2025/TT-NHNN of the Governor of the State Bank of Vietnam;
d) Clause 2 Article 5, Article 10, clause 1 Article 11, Article 12 of the Circular No. 48/2025/TT-NHNN of the Governor of the State Bank of Vietnam;
dd) Article 35 of the Circular No. 69/2025/TT-NHNN of the Governor of the State Bank of Vietnam.
3. Provisions on criminal records shall come into force from July 01, 2026.
4. Applications which have been submitted by the effective date of this Circular shall continue to be considered and processed in accordance with regulations of the Circular in force at the time of application submission.
Article 60. Responsibility for implementation
Heads of SBV’s affiliated units, commercial banks, non-bank credit institutions, foreign bank branches, and credit information companies are responsible for the implementation of this Circular./.
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PP. GOVERNOR Doan Thai Son |
