THE GOVERNMENT OF VIETNAM ——-	THE SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom – Happiness —————
No. 329/2025/ND-CP	Hanoi, December 18, 2025

DECREE

ON LICENSING FOR ESTABLISHMENT AND OPERATION OF BANKS, FOREIGN EXCHANGE MANAGEMENT, ANTI-MONEY LAUNDERING, COUNTER-TERRORIST FINANCING, AND PREVENTION OF FINANCING OF PROLIFERATION OF WEAPONS OF MASS DESTRUCTION AT THE INTERNATIONAL FINANCIAL CENTER

Pursuant to Law on Government Organization No. 63/2025/QH15;

Pursuant to the Law on the State Bank of Vietnam No. 46/2010/QH12;

Pursuant to Law on Credit Institutions No. 32/2024/QH15, as amended and supplemented by Law No. 43/2024/QH15, Law No. 96/2025/QH15

Pursuant to Law on Anti-Money Laundering No. 14/2022/QH15;

Pursuant to Law on Anti-Terrorism No. 28/2013/QH13;

Pursuant to Law on Bankruptcy No. 51/2014/QH13;

Pursuant to Law on Inspection No. 84/2025/QH15;

Pursuant to Ordinance on foreign exchange control No. 28/2005/PL-UBTVQH13, as amended by Ordinance No.06/2013/UBTVQH13;

Pursuant to Resolution No. 222/2025/QH15 of the National Assembly of Vietnam on International Financial Centers in Vietnam;

At the request of the Governor of the State Bank of Vietnam (SBV);

The Government promulgates the Decree on licensing for establishment and operation of banks, foreign exchange management, anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction at the International Financial Centers in Vietnam.

Chapter I

GENERAL PROVISIONS

Article 1. Scope

This Decree elaborates and provides guidelines on the implementation of Clause 4 Article 10; points b, d, and dd Clause 1 Article 11; Clause 1 Article 12; Article 16; Article 17 and Article 31 of Resolution No. 222/2025/QH15 on the establishment, organization, and operation of commercial banks, FBBs at International Financial Centers in Vietnam (hereinafter referred to as “Financial Centers”) and the management of foreign exchange, anti-money laundering, anti-terrorism financing, anti-proliferation of weapons of mass destruction at Financial Centers.

Article 2. Regulated entities

This Decree applies to:

1. Members that are commercial banks, FBBs (hereinafter referred to as “member banks”).

2. Individuals, organizations (including members) engaged in foreign exchange transactions with members.

3. Reporting entities as prescribed in Article 4 of Law on Anti-Money Laundering (hereinafter referred to as “reporting entities”).

4. Executive body of the Financial Center (hereinafter referred to as “Executive body”), Supervisory body of the Financial Center (hereinafter referred to as “Supervisory body”), Dispute settlement body of the Financial Center (hereinafter referred to as “Dispute settlement body”).

5. Other relevant agencies, organizations, and individuals.

Article 3. Interpretation of terms

For the purposes of this Decree, the terms below shall be construed as follows:

1. Borrowers within Vietnam who are non-member organizations in the territory of Vietnam include: enterprises, cooperatives, cooperative unions, credit institutions, and FBBs (“FBBs”) established, operating in Vietnam, and engaging in lending transactions with members.

2. Credit extension refers to the agreement to allow an organization or individual to use an amount of money or a commitment that allows the use of an amount of money on the repayment principle in the form of a loan, discounting, factoring, bank guarantee, letter of credit (L/C) and credit card issuance.

3. FBBs in the territory of Vietnam that are not members (hereinafter referred to as “non-Member FBBs”) refer to FBBs established, organized, and operated in accordance with the provisions of the Law on Credit Institutions.

4. FBBs that are members refer to economic organizations that are not juridical persons, established, organized, and operated in accordance with Resolution No. 222/2025/QH15 and this Decree. FBBs that are members are foreign bank’s dependent units. The foreign bank is liable for all of the branch’s obligations and commitments at Financial Centers.

5. Policies of the owner or the parent bank refer to the policies of the owner or the parent bank applying in compliance with regulations of the country where the owner or the parent bank’s head office is located, Resolution No. 222/2025/QH15, and this Decree.

6. Member enterprises are members other than Member banks.

7. Offshore direct investment from the Financial Center of members means the transfer of investment capital to foreign countries to carry out investment activities such as establishing economic entities in accordance with the laws of the host country receiving the investment; contributing capital, buying shares, acquiring stakes in foreign economic entities to participate in management and conduct investment business activities overseas.

8. Offshore indirect investment from the Financial Center of members means the transfer of investment capital to foreign countries to carry out investment activities such as buying and selling securities/financial instruments issued in a foreign currency or investing through securities investment funds/financial intermediaries overseas.

9. License refers to the license for establishment and operation of a member bank issued by the Executive body of the city; documents on amendments and supplements to the License issued by the Executive body of the city are an integral part of the License.

10. Purchased debts refers to foreign currency debt arising from lending, debts to be paid on a third party’s behalf under the guarantee agreement of a member bank/credit institution in Vietnam for a customer that is not a member bank/credit institution in Vietnam or a foreign credit institution.

11. Debt purchase and sale refers to an agreement made in writing on the transfer of the right to claim a debt, where the debt-selling party transfers the ownership right of the debt to the debt-purchasing party and receives payment from the debt-purchasing party.

12. Commercial banks in the territory of Vietnam that are not members (hereinafter referred to as non-member commercial banks) are banking institutions that conduct all banking activities and other business activities as prescribed in Law on Credit Institutions for profit purposes.

13. Member commercial banks refer to economic organizations that are juridical persons, established, organized, and operated in accordance with Resolution No. 222/2025/QH15 and this Decree for profit purposes Single-member limited liability commercial banks with 100% foreign capital (hereinafter referred to as “wholly foreign-owned commercial banks”) and single-member limited liability commercial banks with 100% domestic capital (hereinafter referred to as “wholly domestic-owned commercial banks”).

14. Relevant persons are defined as follows:

a) For wholly foreign-owned commercial banks, FBBs that have owners/parent banks not applying International Accounting Standards (IAS/IFRS) issued by the International Accounting Standards Board or generally accepted accounting principles as stipulated in point e Clause 1 Article 11 of Resolution No. 222/2025/QH15, and wholly domestic-owned commercial banks (hereinafter referred to as “banks not applying International Accounting Standards”), relevant persons shall be determined in accordance with Law on Credit Institutions;

a) For wholly foreign-owned commercial banks and FBBs that have owners/parent banks applying International Accounting Standards (IAS/IFRS) issued by the International Accounting Standards Board or generally accepted accounting principles as stipulated in point e Clause 1 Article 11 of Resolution No. 222/2025/QH15 (hereinafter referred to as “banks applying International Accounting Standards”), relevant persons shall be determined in accordance with regulations of owners/parent banks;

15. Executives of member commercial banks include General Director (Director), Deputy General Directors (Deputy Directors), Chief Accountant, and equivalents stipulated in the Charter of the member commercial bank.

16. Managers of member commercial banks include Chairperson, other members of the Board of Members; General Director (Director), and other management positions stipulated in the Charter of the member commercial bank.

17. Deposit receipt means an act of receiving money from an organization or individual (depositor) in the form of demand or term deposit on the principle of full payment of principal and interest to the depositor as agreed.

18. Derivative product means a financial instrument valued by predicted changes in the value of an underlying asset, including interest rate, foreign exchange, currency.

19. Checking account means a client’s demand deposit account opened at a member bank for use of payment services provided by such bank.

20. Credit institution in the territory of Vietnam that is not a member (hereinafter referred to as “non-member credit institution”) means an economic organization that has juridical person; conducts one, some or all banking operations according to regulations of Law on Credit Institutions; and is not a member of the Financial Center.

21. Foreign credit institution means a credit institution established overseas under a foreign law.

22. Vietnamese credit institutions include non-member credit institutions, FBBs that are not members.

23. Foreign financial institution means a financial institution established overseas under a foreign law.

24. Consultancy on banking operations and other business activities means the service provider performs one or several activities including information collection, processing, applying professional knowledge, identifying issues, evaluating problems to propose solutions independently and objectively or introducing products, services, transactions as requested by customers.

25. Charter capital of a member bank is the total amount of money contributed by the owners to the member commercial bank or the total amount of money provided by the parent bank to the Member FBB.

26. Equity comprises the actual value of charter capital of a bank which does not apply International Accounting Standards plus (+) reserve funds plus (+) other certain liabilities minus (-) deductions. The determination of equity shall comply with regulations of the Governor of the State Bank of Vietnam (hereinafter referred to as “SBV’s Governor”) on the capital adequacy ratios for operations of commercial banks and FBBs.

27. The terms below shall be construed as prescribed in Article 4 of Law on Credit Institutions: factoring, bank guarantee, discounting, lending, provision of account account-to-account (A2A) payment services, banking operations, money brokerage, letter of credit, statutory capital.

Article 4. Presence of investors

1. Investors stipulated in Clause 4 Article 10 of Resolution No. 222/2025/QH15 may only establish 01 presence at the Financial Center in one of the forms specified in Clause 1 Article 7 of Resolution No. 222/2025/QH15.

2. Member banks are not permitted to expand their operational network and relocate their head offices outside the geographical boundaries of the Financial Center.

Article 5. Responsibilities of member banks in protecting the rights of customers

Member banks shall facilitate deposits and withdrawals, ensuring timely and complete payment of principal and interest on deposits as agreed upon in compliance with regulations. They are not required to participate in deposit insurance in Vietnam stipulated in the Law on Deposit Insurance. Member banks shall have other responsibilities in protecting the rights of customers as prescribed in Article 10 of Law on Credit Institutions.

Article 6. Legal representatives of member commercial banks

1. The legal representative of the member commercial bank is stipulated in the Charter and must be the Chairperson of the Board of Members or the General Director (Director).

2. The legal representative of the member commercial bank shall reside in Vietnam. When he/she is absent from Vietnam, he/she shall authorize in writing another person who is a manager or an executive of the member commercial bank currently residing in Vietnam to perform his/her rights and obligations.

3. The member commercial bank shall notify the Executive body about its legal representative within 10 days from the date of election and appointment to the legal representative as stipulated in its Charter or change in the legal representative or changes in the information of the legal representative under regulations. The Executive body of the city shall update on the Registration and recognition system.

Article 7. Information provision

1. The member commercial bank shall fully provide information to customers, provide guidance and advice for customers to be aware of and take responsibility for any risks that may arise related to the ability of the member commercial bank to pay the customer’s deposit at the member commercial bank throughout the deposit term. Information, guidance, and advice shall be provided for customers in accordance with internal regulations of the member commercial bank.

2. The member commercial bank shall report information related to customers in credit extension to SBV and receive information of customers with credit relationships with Vietnamese credit institutions and banks that are members from SBV in accordance with regulations on SBV’s credit information activities issued by the SBV’s Governor.

3. The member commercial bank shall report activities related to business operations in accordance with Article 98 of this Decree.

4. Other cases of information provision shall comply with Clause 1, Clause 3, and Clause 4 Article 12 of Law on Credit Institutions.

Article 8. Application of laws at the Financial Centers

1. In cases where this Decree does not have provisions, members shall comply with regulations on Financial Centers, regulations of Vietnamese laws applicable to individuals and organizations within the territory of Vietnam that are not members, and relevant laws.

2. Member banks shall comply with Law on Credit Institutions as follows:

a) Application of commercial practices;

b) Use of terms related to banking operations;

c) Autonomy in business activities;

d) Right to conduct banking operations

dd) Competition and cooperation in banking operations

e) Information confidentiality;

g) Data safety and assurance of continuous operation;

h) Prohibited acts;

i) Retention of credit records;

k) E-transactions in banking operations;

l) Requirements for safety in e-transactions of banking operations

3. The application of regulations of the SBV’s Governor in this Decree shall follow the following principles:

a) Regulations on reporting responsibilities; state management responsibilities of relevant entities; regulations on licensing foreign exchange operations of SBV’s Governor shall not apply;

b) The licensing process and competent authorities for issuing licenses shall comply with this Decree.

Chapter II

LICENSES OF MEMBER COMMERCIAL BANKS

Article 9. Issuance, amendment, supplement, and revocation of License

1. The Executive body of the city shall:

a) Issue establishment and operation licenses of member commercial banks;

a) Amend, supplement establishment and operation licenses of member commercial banks;

a) Revoke establishment and operation licenses of member commercial banks;

2. The establishment and operation license of the member commercial bank is also the Certificate of membership registration.

3. The Executive body shall provide guidance on the Form of the establishment and operation license of the member commercial bank, including at least the name of the member commercial bank, the name of the owner or parent bank, the address of head office, operation duration, charter capital, operations of the member commercial bank.

The duration of the License is the operation duration of the member commercial bank, not exceeding 99 years.

4. The Executive body of the city shall update the Registration and recognition system for information on the issuance, amendment, supplement, revocation of the License; information on the appointment or change or change of information of legal representatives of the member commercial bank; appointment or change of information of the General Director (Director) of the Member FBB; information about the owner or parent bank, change of ownership of the member commercial bank; and other relevant information of the member commercial bank.

Article 10. Statutory capital

1. Member commercial banks shall comply with regulations on statutory capital of credit institutions, FBBs, and shall maintain the actual value of the minimum charter capital not lower than the statutory capital.

2. Real value of the charter capital equals (=) charter capital plus (+) undistributed accumulated profits minus (-) unrealized accumulated losses recognized on accounting books.

3. Member commercial banks shall monitor, evaluate the real value of charter capital and periodically report to the Supervisory body:

a) If the fiscal year of the member commercial bank ends on December 31:

The report on actual value of charter capital at the end of June 30 and December 31 shall be submitted by July 15 and January 15 respectively;

a) If the fiscal year of the member commercial bank does not end on December 31:

The report on actual value of charter capital at the end of the last day of the previous quarter shall be submitted by the 15th of the first months of the first quarter and the third quarter;

c) In case the actual value of charter capital as prescribed in point a and point b of this Clause does not include adjustments by independent auditors (if any), they may be added to the next financial statement.

Article 11. Course of action when the actual value of charter capital falls below statutory capital

1. When the actual value of charter capital falls below statutory capital, the member bank shall:

a) Send a report to the owner/parent bank when the actual value of charter capital falls below statutory capital; develop and implement a plan to ensure the actual value of charter capital is not lower than statutory capital;

b) Within 30 days after the actual value of charter capital falls below the statutory capital, send a written report on solutions and a commitment to implement the plan to the Supervisory body in person or by post, including:

b.1) The actual value of charter capital according to Article 10 hereof;

b.2) The reason charter capital falls below statutory capital;

b.3) Measures for maintaining the actual value of charter capital equal to or above the statutory capital and maintaining prudential ratios;

c) Organize implementation of corrective measures at the request of the Supervisory body (if any);

2. Whenever the charter capital of a member bank falls below the statutory capital, the Supervisory body shall:

a) Assess, inspect, or request the member bank to hire an independent audit firm to audit its financial statements in accordance with applicable regulations on independent audit of the SBV’s Governor. The Supervisory body shall, based on the financial statements which have been audited, evaluate the actual value of charter capital reported in accordance with Clause 1 of this Article;

b) Request the modification, supplementation, and improvement of corrective measures of the member bank where the actual value of the charter capital falls below statutory capital in accordance with Clause of this Article when necessary;

c) Monitor, inspect the organization, implementation of measures of the plan and measures required by the Supervisory body.

3. Responsibility of the owner/parent bank of the member bank when charter capital of the member bank falls below statutory capital:

a) The owner/parent bank shall provide assistance for the member commercial bank to rectify the charter capital shortfall within 6 months from the occurrence;

b) Upon the expiration of the prescribed time limit, if the member commercial bank fails to rectify the charter capital shortfall, such member commercial bank shall be dissolved, cease its operations, and have its assets liquidated in accordance with this Decree.

Article 12. Eligibility for license to establish a wholly domestic-owned commercial bank

1. The bank’s minimum charter capital is not lower than the statutory capital.

2. The owner is a domestic commercial bank that meets the following requirements:

a) Its actual value of the charter capital on December 31 of the year preceding the year of submission of the application is at least twice the statutory capital; The actual value of the charter capital is determined based on the audited separate financial statements of the year preceding the proposed year;

b) It complies with the restrictions to ensure safety in the operations of credit institutions stipulated in Chapter VII of the Law on Credit Institutions and the applicable guidelines of the SBV’s Governor regarding these regulations within 12 months preceding the proposed month;

dd) It complies with regulations on classification of assets, amounts and methods of setting up risk provisions and use of provisions for control and management of risks according to the law in the quarter preceding the proposed date;

d) It has a ≤ 3% or a lower bad debt ratio as decided by the Governor of the State Bank in each period regarding asset classification in the banking operations of commercial banks, non-bank credit institutions, FBBs on December 31 of the year preceding the proposed year or at the last day of the preceding month before the proposed time;

dd) It complies with regulations of law on number and structures of the Board of Members and Board of Controllers. The Director General position has not been left vacant at the application date;

e) It has an internal control system and an internal audit department to ensure the compliance with Article 57, Article 58 of the Law on Credit Institutions and relevant regulations at the proposed time;

g) It is not subject to administrative violations against regulations on organization, management, operations (excluding internal regulations), credit extension; safety assurance ratios, asset classification, establishment and use of reserve funds for risk handling; foreign exchange in accordance with regulations on administrative penalties in the monetary and banking within the 12 months preceding the proposed time;

h) It is not restricted from network expansion;

i) It is classified as grade A or B according to the latest ranking result notified by SBV at the time of the request and the time of approval;

k) It has total assets classified into the group of large-scale commercial banks according to the applicable regulations of the SBV’s Governor on ranking of credit institutions and FBBs;

l) Its business operation is profitable according to the consolidated financial statements and separate financial statements of the year proceeding the requesting year.

3. Managers, executives, members of the Board of Controllers must meet the standards and requirements specified in Article 30 of this Decree.

4. The Charter must be in compliance with this Decree and other relevant regulations.

5. It has an establishment plan and a feasible business plan which neither affects the safety and stability of the credit institution system nor creates monopoly or restricts competition or creates unfair competition within the credit institution system. The owner must provide a written commitment regarding the above-mentioned contents when submitting the establishment plan and feasible business plan to the Executive body of the city.

6. The owner provides a written commitment to provide assistance in finance, technology, administration, management, and operations of the wholly domestic-owned commercial bank; ensures that the actual value of the charter capital shall not fall below statutory capital and complies with the restrictions to ensure safety in operations as stipulated in this Decree.

Article 13. Eligibility for license to establish a wholly foreign-owned commercial bank

1. Its minimum charter capital is not lower than the statutory capital.

2. The owner is a foreign bank which may conduct banking operations under the law of the country where it is headquartered and fully meets the following requirements:

a) It has not committed any serious violations against regulations on banking operations and other laws of the country where it is headquartered in the last 05 consecutive years preceding the year in which an application for license is submitted and to the time of consideration for license issuance;

b) It has experience in international operations and has been ranked by an international credit rating agency as follows:

It has been rated AA- upwards (according to Standard & Poor’s or Fitch Ratings) or Aa3 upwards (according to Moody’s) in the last credit rating session prior to the date of submission of an application for license. In case an international credit rating agency adopts a credit rating scale other than that of Standard & Poor’s or Moody’s or Fitch Ratings, its credit rating given by this agency must not be lower than the corresponding credit rating of Standard & Poor’s or Moody’s or Fitch Ratings;

The outlook of its credit rating as prescribed in point a of this clause is stable or better.

c) It has maintained a profitable business in the last 05 consecutive years preceding the year in which an application for license is submitted and to the time of consideration for license issuance;

d) It has total assets equivalent to at least USD 10 billion at the end of the year preceding the year in which an application for license is submitted.

dd) It is considered by competent authorities of the country where it is headquartered to have maintained capital adequacy ratio and other prudential ratios, and have fully complied with regulations on risk management and setting aside of provisions for losses of the country where it is headquartered in the year preceding the year in which an application for license is submitted and to the time of consideration for license issuance.

3. Managers, executives, members of the Board of Controllers must meet the standards and requirements specified in Article 30 of this Decree.

4. The Charter must be in compliance with this Decree and other relevant regulations.

6. Operations to be conducted of the member bank must be those which the owner is permitted to conduct in the country where it is headquartered.

7. A competent authority of the country where the owner is headquartered has signed an agreement with SBV or the Executive body or the Supervisory body on inspection and supervision of banking operations and exchange of information on banking safety supervision and made a written commitment on consolidated supervision of the owner’s operations according international practices.

8. The owner provides a written commitment to provide assistance in finance, technology, administration, management, and operations of the wholly foreign-owned commercial bank; ensures that the actual value of the charter capital shall not fall below statutory capital and complies with the restrictions to ensure safety in operations as stipulated in this Decree.

Article 14. Eligibility for license to establish Member FBBs

1. Its minimum charter capital is not lower than the statutory capital.

2. The parent bank is a foreign bank which may conduct banking operations under the law of the country where it is headquartered and fully meets the following requirements:

a) It has not committed any serious violations against regulations on banking operations and other laws of the country where the parent bank is headquartered in the last 05 consecutive years preceding the year in which an application for license is submitted and to the time of consideration for license issuance;

b) It has experience in international operations and has been ranked by an international credit rating agency as follows:

The outlook of its credit rating as prescribed in point a of this clause is stable or better.

c) It is considered by competent authorities of the country where the parent bank is headquartered to have maintained capital adequacy ratio and other prudential ratios, and have fully complied with regulations on risk management and setting aside of provisions for losses of the country where parent bank is headquartered in the year preceding the year in which an application for license is submitted and to the time of consideration for license issuance.

d) It has maintained a profitable business in the last 05 consecutive years preceding the year in which an application for license is submitted and to the time of consideration for license issuance;

dd) It has total assets equivalent to at least USD 20 billion at the end of the year preceding the year in which an application for license is submitted.

3. The General Director (Director) meets the standards and requirements specified in Article 43 of this Decree.

4. It has an establishment plan and a feasible business plan which neither affects the safety and stability of the credit institution system nor creates monopoly or restricts competition or creates unfair competition within the credit institution system. The parent bank must provide a written commitment regarding the above-mentioned contents when submitting the establishment plan and feasible business plan to the Executive body of the city.

5. Operations to be conducted by the Member FBB must be those which the parent bank is permitted to conduct in the country where it is headquartered.

6. A competent authority of the country where the parent bank is headquartered has signed an agreement with SBV or the Executive body or the Supervisory body on inspection and supervision of banking operations and exchange of information on banking safety supervision and made a written commitment on consolidated supervision of the parent bank’s operations according international practices.

7. The parent bank must provide a written commitment to be liable for all obligations and commitments of its Member FBB; and to ensure that the actual value of the provided capital is not lower than the statutory capital and to comply regulations on assurance of operation safety under this Decree.

Article 15. Procedures and applications for licenses

Procedures and applications for issuance of licenses shall be stipulated by the Executive body.

Article 16. Deadline for issuance of license

1. Within 120 days from the date of receipt of a satisfactory application, the Executive body of the city shall issue or refuse to issue a license for establishment and operation of a member bank.

2. In case of refusal, the Executive body shall reply in writing and give reasons.

Article 17. Charges for issuance of licenses

The payment of fees and charges for issuance of licenses shall comply with Clause 1 Article 29 of Resolution No. 222/2025/QH15.

Article 18. Disclosure of information about inauguration

The member bank shall disclose on at least 01 media means of the Financial Center and a Vietnamese daily newspaper for three consecutive issues or a Vietnamese e-newspaper for at least 30 days before the date on which operations are expected to be launched the following information:

1. Its name and address of its head office;

2. Number of and date of issuance of its license;

3. Charter capital of the member bank.

4. Legal representative of the member commercial bank, General Director (Director) of a Member FBB.

5. The owner of the member commercial bank or parent bank of the Member FBB.

6. Expected date of inauguration;

Article 19. Conditions for inauguration

1. A Member bank issued with a license may only operate from the inauguration date.

2. A Member bank issued with a license shall fully meet the following requirements for inauguration:

a) It has submitted the charter approved by the Board of Members to the Executive body of the city;

b) It has full charter capital. Its charter capital shall be fully deposited into the frozen account without interests opened at SBV at least 30 days before the inauguration date. Its charter capital shall be released after the inauguration date;

c) It has an organizational structure and an internal control and audit system in compliance with its type under this Decree and other relevant regulations;

d) Its information technology system meets managerial and operational requirements;

dd) It has internal regulations on organization and operation of the Board of Members, Board of Controllers, and Director General (Director) and professional departments at its head office; internal regulations on risk management;

e) It has a head office for transactions with customers;

g) It has disclosed information on inauguration in accordance with Article 18 of this Decree.

3. The member bank must conduct the inauguration within 12 months from the date on which it obtains the license, except for force majeure events; after the aforesaid deadline, if it fails to do so, the issued license expires. The Executive body of the city shall disclose licenses which are expired on 01 media mean at the Financial Center.

4. The member bank issued with the license shall notify the Executive body of the city of requirements for inauguration specified in Clause 2 of this Article for at least 15 days before the inauguration date. The Executive body of the city shall suspend the inauguration of the member bank when it fails to fully meet the requirements specified in Clause 2 of this Article.

Article 20. License use

1. The member bank issued with a license shall use the name and strictly conduct operations as stated in its license.

2. The member bank issued with the license must not tamper with, buy, sell, transfer, lease or lend its license.

Article 21. Changes subject to approval by the Executive body of the city

1. The member bank must be approved in writing by the Executive body of the city when making the following changes:

a) Its name and address of its head office;

b) Its charter capital.

c) Content, duration of operations;

d) Suspension of transactions for more than 5 working days, except in cases of suspension due to force majeure events;

dd) Purchase, sale, transfer of entire contributed capital of the owner at the member commercial bank. The new owner of the member commercial bank must meet the owner’s eligibility as prescribed in Clause 2 Article 12 of Clause 2 Article 13 of this Decree.

2. Applications and procedures for approval of changes as prescribed in Clause 1 of this Article and the modification of the License shall comply with the guidance of the Executive body.

3. In the case where the change is approved in accordance with Clause 1 of this Article, the member bank shall:

a) Amend, supplement the Charter to ensure compliance with the approved changes specified in points a, b, c, and dd Clause 1 of this Article in the case of the member commercial bank;

b) Disclose the changes specified in points a, b, c, and dd Clause 1 of this Article within 7 working days from the date of approval by the Executive body of this city on at least 01 media mean of the Financial Center, 01 printed newspaper in 03 consecutive issues and on 01 e-newspaper of Vietnam

Chapter III

ORGANIZATION, MANAGEMENT, OPERATION OF MEMBER BANKS

Section I. MEMBER COMMERCIAL BANK

Article 22. Organizational structure of the management of member commercial banks

The organizational structure of management of a member commercial bank consists of the Board of Members, the Board of Controllers, and the General Director (Director).

Article 23. Rights and obligations of the owner of the member commercial bank

1. The owner has the following rights:

a) Decide the number of members of the Board of Members and record in the Charter of the member commercial bank; the Board of Members shall have at least 05 members;

b) Appoint authorized representatives to perform his/her rights and obligations under this Decree. Each representative has a term of office of up to 5 years. Authorized representatives must satisfy all the criteria and requirements specified in Article 30 of this Decree;

c) Appoint the Chairperson and members of the Board of Members; the Head and members of the Board of Controllers, Director General (Director), Deputy Directors General (Deputy Directors) and the chief accountant with a term of office of up to 5 years; and dismiss such persons;

d) Decide change in the charter capital of the member commercial bank;

dd) Approve annual financial statements; decide the use of profits after tax and other financial obligations are fulfilled;

e) Decide dissolution, request the court to establish bankruptcy procedures;

g) Decide remuneration, salaries and other benefits paid to and provided for the Chairperson and members of the Board of Members, the Head and members of the Board of Controllers and the Director General (Director).

2. The owner has the following obligations:

a) Contribute capital in a full and punctual manner as committed;

b) Not transfer a portion of the contributed capital at the member commercial bank;

c) Comply with the charter of the member commercial bank;

d) Identify and separate his/her assets from those of the member commercial bank;

dd) Comply with law on purchase, sale, borrowing, lending, rental and lease and other contracts and transactions between the member commercial bank and the owner;

e) Fulfill other obligations defined by this Decree and its Charter.

Article 24. Rights and obligations of managers and executives of a member commercial bank

A manager/executive of a member commercial bank shall:

1. Comply with laws, decisions of the owner, and the Charter of the member commercial bank.

2. Exercise the rights and fulfill his/her obligations in an honest and prudent manner, for the interests of the member commercial bank and its owner.

3. Not use information, secrets, take advantage of business opportunities of the member commercial bank or abuse his/her positions and titles and the assets of the member commercial bank for self-seeking purposes or interests of other organizations and individuals, thereby harming the interests of the member commercial bank and its owner.

4. Take responsibility for compliance with regulations on restrictions in order to maintain safety in banking operations according to regulations of this Decree.

5. Retain dossiers and records of the member commercial bank to provide statistics for the purposes of management, administration and control of its activities and for the Supervisory body’s inspection, supervision and examination.

6. Be knowledgeable about risks arising from operations of the member commercial bank.

7. Promptly, fully and accurately notify the member commercial bank of possible conflicts of interests arising from its benefits in other institutions or its transactions with other organizations and individuals and only conduct such transactions when the Board of Members gives consent.

8. Be prohibited from enabling himself/herself or his/her related persons to take loans or use other banking services of the member commercial bank with conditions that are better and favorable than those under the general regulations.

9. Within the scope of his/her rights and obligations, respond to written requests from the Executive body or Supervisory body within its jurisdiction. Follow recommendations and warnings about risk and operational safety, and risk of violations against regulations on monetary and banking; implement conclusions, recommendations and decisions related to inspection.

10. Exercise other rights and fulfill other obligations defined by this Decree and its Charter.

Article 25. Board of Members and its organizational structure

1. Board of Members is a governing body that has the full power to decide and exercise the rights and fulfill the obligations of the member commercial bank on its behalf, except for matters to be decided by the owner.

2. Board of Members consists of all representatives appointed by the owner to exercise the rights and fulfill the obligations on behalf of the owner; exercise the rights and fulfill the obligations on behalf of the member commercial bank; and take responsibility to the owner for performance of its tasks and exercise of its powers specified in this Decree and the charter of the member commercial bank.

3. When the number of members of the Board of Members is less than the minimum number of members prescribed in point a Clause 1 Article 23 of this Decree, within 90 days from the date on which the minimum number of members is insufficient, the member commercial bank shall elect and add members to the Board of Members in order to ensure that the minimum number of members is sufficient.

4. The Board of Members shall have assistance departments. The assistance department’s functions and tasks shall be specified by the Board of Members.

5. The term of office of the Board of Members shall not exceed 05 years. The term of office of the Chairperson and other members of the Board of Members shall be specified in its Charter and shall not exceed 05 years. The term of office of an additional or replacing member is the remaining term of the Board of Members. The Board of Members of the previous term shall continue to operate until the Board of Members of the new term takes over its work.

6. The Board of Members shall use the seal of the member commercial bank to perform its tasks and powers.

7. The Board of Members shall set up committees to assist it in performing its tasks and powers, in which there must be risk management committee and personnel committee. The Board of Members shall define the tasks and powers of committees in accordance with Article 26 of this Decree.

8. Tasks and powers of the Board of Members; tasks and powers of the Chairperson and members of the Board of Members shall be stipulated in the Charter of the member commercial bank in accordance with this Decree and Articles 73, 74, and 76 of Law on Credit Institutions.

Article 26. Organizational structures and working regulations of risk management committee and personnel committee of a member commercial bank

1. The risk management committee/personnel committee shall have at least 03 members, consisting of the head of the committee who is a member of the Board of Members and other members decided, appointed, and dismissed in accordance with the internal regulations and its Charter, provided that at least one-half of the total number of voting members is not executives. A member of the Board of Members shall only be the Head of a Committee.

2. When setting up committees, the Board of members shall issue the working regulations on tasks and powers of such committees in accordance with the applicable of the SBV’s Governor. Within 10 days from the issuance date, the member commercial bank shall report the working regulations to the Executive body of the city and Supervisory body.

Article 27. Board of Controllers of a member commercial bank

1. The Board of Controllers shall conduct supervision and assessment in compliance with laws, internal regulations, charter, resolutions and decisions of the owner and Board of Members.

2. The Board of Controllers of a member commercial bank shall have at least 03 members. The number of members of the Board of Controllers shall be specified in the Charter of the member commercial bank.

3. The Board of Controllers shall have internal audit department and assistance department to perform its tasks.

4. The term of office of the Board of Controllers shall not exceed 05 years. The term of office of the Chairperson and other members of the Board of Controllers shall be specified in the Charter and shall not exceed 05 years. The term of office of an additional or replacing member is the remaining term of the Board of Controllers. The Board of Controllers of the previous term shall continue to operate until the Board of Controllers of the new term takes over its work

5. When the number of members of the Board of Controllers is less than the minimum number of members prescribed in Clause 2 hereof, within 90 days from the date on which the minimum number of members is insufficient, the member commercial bank shall elect and add members to the Board of Members in order to ensure that the minimum number of members is sufficient.

6. Tasks and powers of the Board of Controllers; tasks and powers of the Chairperson and members of the Board of Controllers shall be stipulated in the Charter of the member commercial bank in accordance with this Decree and Articles 52, 53, and 54 of Law on Credit Institutions. In the cases of Clause 13 Article 52 of Law on Credit Institutions, the Board of Controllers shall promptly notify the Executive body of the city and Supervisory body.

Article 28. Director General (Director) of a member commercial bank

1. The owner shall appoint Director General (Director) whose term of office must not exceed 05 years.

2. The Director General (Director) is the supreme executive of the member commercial bank, take responsibility to the Board of Members and owners for the execution of his/her rights and obligations.

3. If the Director General (Director) is vacant, the owners of the member commercial bank appoint a person to act as Director General (Director) within 90 days from the date on which the Director General (Director) is vacant.

4. The rights and obligations of the General Director (Director) are stipulated in the Charter of the member commercial bank in accordance with this Decree and Article 56 of Law on Credit Institutions.

Article 29. Charter of member commercial bank

1. Charter of a member commercial bank shall contain the following principal contents:

a) Its name and place of its head office;

b) Operation contents;

c) Duration of operation;

d) Charter capital, methods of capital contribution and increase and decrease in charter capital;

dd) Tasks and powers of the Board of Members, Board of Controllers; rights and obligations of the head and members of the Board of Members, the head and members of Board of Controllers and Director General (Director);

e) Methods of election, appointment and dismissal of members of the Board of Members, Board of Controllers and Director General (Director);

g) Name and address of its head office, nationality of owners;

h) Rights and obligations of owners;

i) Legal representative (s);

k) Principles of finance, accounting, control and internal audit;

l) Methods of ratifying decisions made by the credit institution; principles of settlement of internal disputes;

m) Bases and methods of determining remuneration, salaries and bonuses paid to managers, executives and members of the Board of Controllers;

n) Cases of and procedures for dissolution;

o) Procedures for amendment to the Charter.

2. The Charter and its amendments shall be sent to the Executive body of the city and Supervisory body within 15 days from the date on which they are approved.

Article 30. Criteria and requirements applicable to mangers, executives and holders of some other positions of a member commercial bank

1. A member of the Board of Members shall fully meet the following criteria and requirements:

a) He/she is not prohibited from holding a certain position according to Clause 1 Article 33 of this Decree;

b) He/she possesses professional ethics specified in Article 31 of this Decree;

c) He/she hold at least a bachelor’s degree or higher;

d) He/she has at least 03 years’ experience of working as a manager or executive of the credit institution that is not a member/member bank; at least 05 years’ experience of working as a manager of a finance, banking, accounting or audit enterprise or an enterprise whose equity is not smaller than the legal capital of the commercial bank; at least 05 years’ experience of working in a professional department of the Vietnamese credit institution/bank that is a member; or at least 05 years’ experience of working in a finance, banking accounting or audit department.

2. A member of the Board of Controllers shall fully meet the following criteria and requirements:

a) He/she meets the criteria and requirements specified in point a and point b clause 1 of this Article;

b) He/she has at least a bachelor’s degree in banking, finance, economics, business administration, law, accounting or audit field;

c) He/she has at least 3 years’ experience of working directly in banking, finance, accounting or audit field;

d) He/she is not a related person of the manager of the member commercial bank;

dd) The Head of the Board of Controllers shall reside in Vietnam during his/her term of office.

3. The Director General (Director) shall fully meet the following criteria and requirements:

a) He/she meets the criteria and requirements specified in point a and point b clause 1 of this Article;

b) He/she has at least a bachelor’s degree in banking, finance, economics, business administration, law, accounting or audit field;

d) He/she has at least 05 years’ experience of working as a manager or executive of the credit institution that is not a member/member bank; at least 05 years’ experience of holding the position of General Director (Director) or Deputy General Director (Deputy Director) of an enterprise whose equity is not smaller than the legal capital of a commercial bank; at least 05 years’ experience of working in the finance, banking, accounting or audit field; or has at least 10 years’ experience of working in the finance, banking, accounting or audit field.

d) He/she resides in Vietnam during his/her term of office.

4. A Deputy Director General (Deputy Director), Chief Account, and any holder of an equivalent position as prescribed in the Charter of the member commercial bank shall fully meet the following criteria and requirements:

a) He/she does not fall within the case where he/she is prohibited from holding a certain position specified in Clause 2 Article 33 of this Decree; in case of the Deputy Director General (Deputy Director), he/she does not fall within the case where he/she is prohibited from holding a certain position specified in Clause 1 Article 33 of this Decree;

d) He/she has at least a bachelor’s degree in finance, banking, economics, business administration, law, accounting or audit field or another discipline under the field which he/she will undertake; or has a bachelor’s degree in a another discipline and at least 3 years’ experience of working directly in banking or finance field or the field which he/she will undertake;

c) He/she resides in Vietnam during his/her term of office.

d) The Chief Account shall also meet criteria and requirements according to regulations on accounting.

5. The criteria and requirements for the person, who has not worked in Vietnam, to be appointed as a member of the Board of Members, member of the Board of Controllers, General Director (Director); Deputy General Director (Deputy Director), Chief Accountant or equivalent position as stipulated in the Charter of the member commercial bank shall not include the cases where a person is prohibited from holding a certain position specified in points a, b, c, d, and e of Clause 1 and Clause 2 Article 33 of this Decree.

Article 31. Regarding professional ethic evaluation

1. The following individuals shall be deemed lacking professional ethics:

a) People held accountable according to examination, inspection conclusion thereby causing Vietnamese credit institutions or FBBs to be with administrative penalties in monetary and banking sector at the highest fine bracket in respect of violations pertaining to license, administration, operation, shares, securities, capital contribution, share purchase, credit extension, corporate bond purchase, prudential ratio in accordance with regulations of the law pertaining to administrative penalties in monetary and banking sector;

b) People held accountable according to examination, inspection conclusion thereby causing credit institutions and FBBs to be met with administrative penalties in monetary and banking sector within 6 months from the date on which they fulfill decision imposing administrative penalties;

c) People met with administrative penalties for administrative violations in monetary and banking sector within 1 year from the date on which they fulfill decision imposing administrative penalties;

d) People personally responsible for violations related to license, administration, operation, shares, securities, capital contribution, share purchase, credit extension, corporate bond purchase, prudential ratio, asset classification, OBS commitments, risk provision preparation and use in accordance with regulations of the law under inspection, investigation, audit conclusion of competent authorities where rectification and resolution of propositions related to these violations have not been evaluated by competent authorities.

2. People not specified under Clause 1 of this Article shall, while working at credit institutions and FBBs, satisfy regulations pertaining to professional ethic standards and requirements imposed by the relevant credit institutions and FBBs in accordance with regulations of SBV pertaining to internal control system except where regulations on professional ethic standards and requirements have not been promulgated during initial license issuance.

3. Individuals who have worked in foreign credit institutions or are member commercial bank’s owners shall be required to satisfy professional ethic standards and requirements imposed by the foreign credit institutions (if any).

4. The professional ethic evaluation for persons to be appointed as members of the Board of Members; members of the Board of Controllers; General Director (Director) who have not worked in Vietnam are not required to comply with Clause 1 and Clause 2 of this Article.

Article 32. Approval of list of expected persons to be appointed as members of the Board of Members, members of the Board of Controllers, General Director (Director) of a member commercial bank

1. The list of expected persons to be appointed as members of the Board of Members, members of the Board of Controllers, General Director (Director) of a member commercial bank shall be approved in writing by the Executive body of the city before appointment. Persons appointed as members of the Board of Members, members of the Board of Controllers, General Director (Director) of a member commercial bank must be on the list approved by the Executive body of the city.

2. Procedures and applications for approving the list of expected personnel specified in Clause 1 of this Article shall comply with the Executive body’s guidelines.

3. The member commercial bank shall notify the Executive body of the city and the Supervisory body of the list of person to be appointed as members of the Board of Members; members of the Board of Controllers, General Director (Director) within 10 days from the date of their appointment.

Article 33. Persons prohibited from holding certain positions

1. Any of the following persons must not be a member of the Board of Members, Board of Controllers, Director General (Director), Deputy Director General (Deputy Director) or a holder of equivalent title according to the member commercial bank’s Charter:

a) Any of the persons specified in Clause 2 of this Article;

b) A person prohibited from participating in management and administration of an enterprise or cooperative under the law on cadres, civil servants and public employees and the law on anti-corruption;

c) A person who used to be an owner of a sole proprietorship, a partner of a partnership, Director General (Director), a member of Board of Members, a controller or member of Board of Controllers of an enterprise, a member of Board of Directors and Director General (Director) of a cooperative at the time when the enterprise or cooperative is declared bankrupt, except for case where he/she is assigned or appointed to participate in management, administration or control of the enterprise or cooperative that is a credit institution declared bankrupt according to task requirements;

d) A person who had their title of Chairperson/member of Board of Directors; Chairperson/member of the Board of Members, head/member of the Board of Controllers, or Director General (Director) of a credit institution that is not member, member bank in accordance with Article 37 of this Decree and Article 47 of Law on Credit Institutions or has committed violations, causing the revocation of the credit institution that is not member, member bank’s license as determined by the competent agency;

dd) A related person of a member of the Board of Members, Director General (Director) of the member bank, except for cases specified in point b Clause 1 Article 23 hereof;

e) A person held accountable according to inspection conclusion thereby causing Vietnamese credit institution or member bank to be with administrative penalties in monetary and banking sector at the highest fine bracket in respect of violations pertaining to license, administration, operation, shares, securities, capital contribution, share purchase, credit extension, corporate bond purchase, prudential ratio in accordance with regulations of the law pertaining to administrative penalties in monetary and banking sector;

2. Any of the following persons must not act as a Chief Accountant of the member bank:

a) Minor or a person who is legally incapacitated, a person with limited cognition and behavior control, and a person with limited legal capacity;

b) A person who is facing criminal prosecution or serving imprisonment sentence; serving an administrative penalty in a correctional institution or rehabilitation center, or is prohibited by the court from holding certain positions or doing certain works;

c) A person who has been sentenced for any serious crime or worse;

d) A person who has been sentenced for possession charge without having their criminal record expunged;

dd) A cadre, civil servant, public employee, or manager of division or higher level of an enterprise in which the State holds at least 50% of the charter capital.

e) An officer, non-commissioned officer, professional army man or defense worker/public employee of an agency or unit under the Vietnam People’s Army; officer, professional non-commissioned officer, worker/police officer of an agency and unit under the Vietnam People’s Police.

d) Another person defined in the Charter of the member bank.

3. Father/mother, spouse, child or sibling of each member of the Board of Members, General Director (Director) of the member bank and his/her spouse must not act as Chief Accountant or finance manager of the member bank.

4. The criteria and requirements for the person, who has not worked in Vietnam, to be appointed as a member of the Board of Members, member of the Board of Controllers, General Director (Director); Deputy General Director (Deputy Director), Chief Accountant or equivalent position as stipulated in the Charter of the member commercial bank shall not include the cases where a person is prohibited from holding a certain position specified in points a, b, c, d, and e of Clause 1 and Clause 2 Article 33 of this Decree.

Article 34. Persons prohibited from concurrently holding certain positions

1. The Chairperson of the Board of Members of a credit institution must not concurrently be an executive or a member of the Board of Controllers of that member bank and another credit institution that is not a member or another member bank, or a manager of an enterprise in Vietnam.

2. The member of the Board of Members of a member bank must not concurrently hold either of the following positions:

a) Executive of that member bank, except for General Director (Director);

b) Manager or executive of another credit institution that is not a member/another member bank or manager of another enterprise in Vietnam, except for manager or executive of the owner of that member bank;

c) Controller or a member of the Board of Controllers of another credit institution that is not a member, another member bank, or another enterprise in Vietnam.

3. The member of the Board of Controllers of a member bank must not concurrently hold either of the following positions:

a) Executive or manager of that member commercial bank, another credit institution that is not a member, another member bank, or an enterprise in Vietnam; employees of that member commercial bank;

b) Employee of an enterprise whose member of the Board of Members is a member of the Board of Directors, executive, or a major shareholder of that enterprise in Vietnam.

4. The General Director (Director), Deputy General Director (Deputy Director) and persons holding equivalent positions specified in the Charter of the member commercial bank must not concurrently hold the position of manager, executive, controllers, or members of the Board of Controllers of another credit institution that is not a member, another member bank, or an enterprise in Vietnam, except for Deputy General Director (Deputy Director) and persons holding equivalent positions stipulated in the Charter who are managers or executives of the owner of that member commercial bank.

Article 35. Automatic disqualification

1. A member of the Board of Members or the Board of Controllers or a Director General (Director) shall be automatically disqualified from his/her position when:

a) He/she is prohibited from holding a certain position according to Clause 1 Article 33 of this Decree;

b) He/she acts as a representative of the owner of the member commercial bank;

c) He/she is expelled from the Socialist Republic of Vietnam;

d) The member commercial bank has its license revoked;

dd) contract to hire Director General (Director) expires;

e) He/she dies.

2. Unless the member commercial bank has its License revoked, the Board of Members shall submit a written report and documents proving the automatic disqualification stipulated in Clause 1 of this Article to the Executive body of the city, the Supervisory body within 05 working days from the date of automatic disqualification and be responsible for the accuracy and honesty of this report; and carry out procedures for election and appointment to the vacant position under laws.

3. The member of the Board of Members or Board of Controllers or Director General (Director) of the member commercial bank shall be still liable for his/her decisions made during his/her term of office after he/she is automatically disqualified from his/her position

Article 36. Dismissal and discharge from duty

1. Except for the cases of automatic disqualification specified in Article 35 of this Decree, the Chairperson or a member of the Board of Members; the head or a member of the Board of Controllers; or Director General (Director) of the member commercial bank shall be dismissed from his/her position or discharged from duty in one of the following cases:

a) Discharge from duty if he/she hands in a resignation to the Board of Members, the Board of Controllers of the member commercial bank;

b) Dismissal if he/she fails to participate in operations of the Board of Members or the Board of Controllers for 6 consecutive months, except for force majeure events;;

c) Dismissal if he/she fails to meet the criteria and requirements specified in Article 30 of this Decree;

d) Other cases defined by the Charter of the member commercial bank.

2. After dismissal or discharge from duty, the chairperson or member of the Board of Members or Board of Controllers or Director General (Director) of the member commercial bank shall be still liable for his/her decisions made during his/her term of office after he/she is automatically disqualified from his/her position.

3. Within 10 working days from the date of approval for the decision on dismissal or discharge from duty of any person holder specified in clause 1 of this Article, the Board of Members of the member commercial bank shall send a report enclosed with relevant documents to the Executive body of the city and the Supervisory body.

Article 37. Termination and suspension of execution of rights and obligations of members of the Board of Members, the Board of Controllers and executives of a member commercial bank

1. The Executive body of the city and the Supervisory body has the right to terminate or suspend the execution of the rights and obligations of the Chairperson and members of the Board of Members; the Head and members of the Board of Controllers; and executives of a member commercial bank who violate Clause 9 Article 43 of this Decree, and other relevant regulations when they execute their rights and obligations or fail to meet criteria and requirements specified in Article 30 of this Decree; and request the owner to dismiss them from their positions, elect and appoint or designate replacements if necessary.

2. Persons whose rights and obligations are terminated or suspended in accordance with Clause 1 of this Article shall participate in rectifying and handling violations related to their personal responsibilities if requested by the Executive body of the city, the Supervisory body, the Board of Members, the Board of Controllers of the member commercial bank.

Article 38. Provision and disclosure of information

1. Each member of the Board of Members, Board of Controllers, Director General (Director), Deputy Director General (Deputy Director) or a holder of equivalent title according to the member commercial bank’s Charter shall notify the member commercial bank of the following information:

a) Name, enterprise ID number, headquarter address of another enterprise or economic business organization in which he/she, individually or together with his/her related persons, holds shares or stakes worth at least 5% of its charter capital, including shares or stakes managed in the name of held by other organizations or individuals with under his/her authorization or entrustment;

b) Name, enterprise ID number, headquarter address of another enterprise or economic organization of which he/she and his/her related persons are members of the Board of Directors or Board of Members, controllers, or members of the Board of Controllers or the Director General (Director);

c) Information about each related entity that is an individual, including full name; personal identification number; nationality, passport number, date of issuance, place of issuance (in case of a foreigner); relationship with information provider;

d) Information about each related entity that is an organization, including name, enterprise ID number, headquarter address, number of enterprise registration certificate or a document of equivalent legitimacy; legal representative, relationship with information provider.

2. Persons specified in clause 1 of this Article shall notify the member commercial bank in writing of initial provision of information and any change in such information within 07 working days from the date on which the information is disclosed or changed.

3. The member commercial bank shall list and retain the information specified in clause 1 of this Article at its head office and send a written report to the Executive body of the city, the Supervisory body within 07 days from the date on which the credit institution receives the provided information. On annual basis, the member commercial bank shall disclose information of Board of Members specified in points a, b, d Clause 1 of this Article.

4. Information providers must ensure that the information is provided and disclosed in an honest, accurate, full and prompt manner, and assume their responsibilities for such provision and disclosure.

Article 39. Internal control system

1. The member commercial bank shall develop its internal control system and implement technology applications in internal control in accordance with the owner’s policy and in compliance with this Decree on organization, administration, and operation.

2. The Executive body of the city/the Supervisory body has the right to request the member commercial bank to hire an independent audit firm to assess a part or the whole internal control system, if necessary.

Article 40. Internal audit

1. The member commercial bank shall set up an internal audit unit under the Board of Controllers to conduct internal audit.

2. The internal audit unit shall objectively and independently review and assess the conformity and observance of mechanisms, policies, internal regulations and procedures of the member commercial bank; and give recommendations in order to improve the effectiveness of systems, procedures and regulations, thereby contributing to ensure safe, effective and lawful operations.

3. Internal audit results shall be promptly reported to the Board of Controllers and sent to the Board of Members, the Director General (Director) of the member commercial bank.

Article 41. Independent audit

Before the end of a fiscal year, the member commercial bank shall select an independent audit firm which is eligible according to the applicable regulations on audit financial statements of the SBV’s Governor and carry out internal control assurance upon formulation and presentation of financial statements in the next fiscal year

Section 2. FBBS THAT ARE MEMBERS

Article 42. Organizational structure of the management of a Member FBB

The organizational structure of the management of a Member FBB shall be determined by the parent bank and comply with this Decree on organization, administration, operation; regulations on internal control system and independent audit in Article 39 and Article 41 of this Decree; internal audit shall comply with regulations of the parent bank.

Article 43. Director General (Director) of a Member FBB

1. General Director (Director) of a Member FBB is a legal representative of the FBB who is responsible for all operations and administers daily activities within his/her rights and obligations in accordance with regulations of this Law and other relevant laws; if the Director General (Director) is absent, he/she shall authorize another person residing in Vietnam to exercise his/her rights and obligations.

2. The Director General (Director) of the Member FBB shall not currently act as the manager or executive of another credit institution in Vietnam or member commercial bank or economic organization in Vietnam.

3. The General Director (Director) of the Member FBB shall meet all criteria and requirements specified in clause 3 Article 30 of this Decree. The person to be appointed as General Director (or Director) of the Member FBB shall obtain written approval from the Executive body of the city before he/she is appointed.

4. The criteria and requirements for the person, who has not worked in Vietnam, to be appointed as a General Director (Director) of the Member FBB shall not include the cases where a person is prohibited from holding a certain position specified in Article 33 of this Decree and cases of professional ethic evaluation specified in Clauses 1 and 2 Article 31 of this Decree.

5. If the person to be appointed as General Director (or Director) of the Member FBB has worked at a foreign credit institution, he/she and the parent bank must commits that the regulations on professional ethics of the foreign credit institution (if any) are satisfied.

6. Applications and procedures for approving the person to be appointed as General Director (or Director) of the Member FBB shall comply with the Executive body’s guidelines.

7. The Member FBB shall notify the Executive body of the city and the Supervisory body of the list of person to be appointed as the General Director (Director) within 10 days from the date of their appointment.

8. The disclosure and provision of information relevant to the General Director (Director) of the Member FBB shall comply with Article 38 of this Decree.

Article 44. Dismissal and discharge from duty of Director General (Director) of a Member FBB

1. The dismissal/discharge from duty of Director General (Director) of a Member FBB shall be decided by the parent bank in writing; such decision and relevant documents shall be sent to the Executive body of the city and the Supervisory body within 10 days from the date of approving the decision on dismissal/discharge from duty.

2. The Director General (Director) of a Member FBB shall be still liable for his/her decisions made during his/her term of office after he/she is dismissed/discharged from duty<0

Article 45. Automatic disqualification of Director General (Director) of a Member FBB

1. A Director General (Director) of a Member FBB shall be automatically disqualified from his/her position when:

a) He/she is prohibited from holding a certain position according to Clause 1 Article 33 of this Decree;

b) He/she is expelled from the Socialist Republic of Vietnam;

c) The Member FBB has its license revoked;

c) His/her appointment decision of the General Director (Director) of the parent bank expires and he/she is not reappointed;

dd) He/she dies.

2. Unless the Member FBB has its License revoked, the Board of Members shall submit a written report and documents proving the automatic disqualification stipulated in Clause 1 of this Article to the Executive body of the city, the Supervisory body within 05 working days from the date of automatic disqualification and be responsible for the accuracy and honesty of this report; conduct the procedures for appointing such vacant positions as per regulations.

3. The Director General (Director) of a Member FBB shall be still liable for his/her decisions made during his/her term of office after he/she is automatically disqualified from his/her position.

Article 46. Termination and suspension of execution of rights and obligations of Director General (Director) of a Member FBB

1. The Executive body of the city and the Supervisory body has the right to terminate or suspend the execution of the rights and obligations of the Director General (Director) of a Member FBB who violate Clause 9 Article 24, Clause 2 Article 43 of this Decree, and other relevant regulations when they execute their rights and obligations or fail to meet criteria and requirements specified in Clause 3 Article 30 of this Decree; and request the owner to dismiss them from their positions, elect and appoint or designate replacements if necessary.

Chapter IV

OPERATIONS OF MEMBER BANKS

Section I. GENERAL PROVISIONS ON OPERATIONS OF MEMBER BANKS

Article 47. Operations of member banks

1. Banking operations and other business activities of each member bank shall be indicated in the license issued to such member bank.

2. Member banks may perform operations as prescribed in Section 2 and Section 3 of this Chapter. The member bank shall only perform operations other than those specified in Section 2 and Section 3 of this Chapter in accordance with the guidance of the Executive body stipulated in Clause 4 Article 113 of this Decree.

3. The member bank shall perform operations specified in Section 2, Section 3 of this Chapter according to the policies of the owner or the parent bank, except for Clauses 19 and 21 of Article 51; Clauses 9, 10, 11, and 13 of Article 52; Clauses 1, 7, 8, 9, 11, and 13 of Article 53; Clauses 5, 6, 7, and 9 of Article 54; Clause 7 of Article 55; Clauses 4 and 17 of Article 57; Clauses 4 and 11 of Article 58; Clauses 1, 2, 5, 9, and 11 of Article 59; Clauses 5 and 9 of Article 60; and Clause 7 of Article 61 of this Decree.

4. The member bank shall perform operations specified in Section 2, Section 3 of this Chapter in foreign currencies, except for Clause 16 of Article 51, Clauses 12 and 13 of Article 52; Clauses 9, 10, and 11 of Article 53; Clause 5, Point b of Clause 6 and Clauses 8 and 9 of Article 54; Clauses 6 and 7 of Article 55; Clause 14 of Article 57; Clauses 10 and 11 of Article 58; Clauses 7, 8, and 9 of Article 59; Clause 5, Point b of Clause 6, Clauses 8 and 9 of Article 60; Clauses 6 and 7 of Article 61 of this Decree.

5. Operations specified in this Chapter shall comply with regulations on foreign exchange management in Chapter VIII of this Decree.

Article 48. Interest rates, fees in the business operations of member banks

1. The member bank has the right to determine and list the fee rates for providing services in business operations of member banks.

2. The member bank and customers have the right to agree on interest rates and fees for credit extension in the banking operations of the member bank according to regulations for credit extension specified in Section 2, Section 3 of this Chapter.

3. The member bank has the right to determine and disclose the interest rates for deposits for individuals, organizations outside the territory of Vietnam, and member enterprises.

Article 49. Internal regulations

1. The member bank shall formulate and issue internal regulations for professional operations of member bank as stipulated in this Chapter, including professional operations performed by electronic means, thereby ensuring the availability of internal control and audit and risk management mechanisms in association with each business activity and plans to tackle cases of emergency.

2. Each member bank shall issue internal regulations on the following contents:

a) Credit extension and management of credit extension;

b) Classification of assets, establishment and use of provisions for risks;

c) Assessment of quality of assets and observance of minimum capital adequacy ratios;

d) Liquidity management, including procedures for and limits on liquidity management;

dd) Internal control and audit in conformity with the nature and scale of the member bank;

e) Internal credit rating system in case where the member bank must build an internal credit rating system;

d) Administration of risks arising from its operations;

h) Anti-money laundering; counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction;

i) Course of action in case of emergency.

3. Member banks shall send to the Executive body of the city, the Supervisory body:

a) Internal regulations specified in Clauses 1 and 2 of this Article when preparing applications for License issuance;

b) Relevant internal regulations specified in Clause 1 of this Article when preparing applications for amending or supplementing the professional operations specified in the License;

c) Internal regulations specified in Clauses 1 and 2 of this Article within 10 days from the date of issuance.

Article 50. Loan syndication

1. Member banks shall provide syndicated loans in accordance with the applicable regulations on loan syndication provided by credit institutions to customers of the SBV’s Governor, except the cases in Clause 2 of this Article.

2. In the cases where the syndicated loan is provided by wholly foreign-owned commercial banks, Member FBBs, and foreign credit institutions for individuals, and organizations outside the territory of Vietnam, it shall be agreed upon and executed according to the policy of the owners, the parent banks.

Section 2. OPERATIONS OF WHOLLY FOREIGN-OWNED COMMERCIAL BANKS, MEMBER FBBS

Article 51. Wholly foreign-owned commercial banks, Member FBBs permitted to carry out activities with individuals and organizations outside the territory of Vietnam

1. Receipt of demand deposits in accordance with Clause 9 of this Article, receipt of term deposits.

2. Deposits at foreign credit institutions.

3. Borrowing loans, lending.

4. Discounting.

5. Bank guarantee.

6. Factoring and other services relevant to factoring.

7. Letter of credit and other business activities related to letters of credit.

8. Issuance of credit cards.

9. Opening checking accounts, providing payment services through accounts.

10. Opening and using checking accounts at foreign credit institutions.

11. Transactions between a foreign currency and another currency Transactions between VND and foreign currencies are not allowed.

12. Trading and providing interest rate derivative products, excluding derivative transactions related to the VND.

13. Trading and providing foreign exchange derivative products, excluding derivative transactions related to VND.

14. Trading and providing commodity price derivative products, excluding derivative transactions related to VND.

15. Providing foreign exchange brokerage services to foreign credit institutions.

16. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

17. Trading corporate bonds issued in foreign currencies in foreign countries.

18. Trading government bonds issued in foreign currencies in foreign countries.

19. Issuance of bonds according to securities laws and Article 87 of this Decree.

20. Selling debt.

21. Entrusting/undertaking entrustment in banking operations with foreign credit institutions according policies of the owner/parent bank, ensuring the following principles:

a) The entrustment must not exceed the scope of the License of the wholly foreign-owned commercial bank/Member FBB prescribed in this Chapter. The trustee may only undertake the entrustment it is permitted to conduct;

bThe wholly foreign-owned commercial bank/Member FBB may only undertake the entrustment it is permitted to conduct within the scope of its License and in compliance with this Chapter.

22. Providing advisory services on banking operations and other business operations within the scope of the License issued by the Executive body of the city. Solutions and advisory plans must be carried out by the wholly foreign-owned commercial banks, FBBs members, or other member banks within the scope of the License issued by the Executive body of the city.

23. Acting as agents that manage collateral of lenders which are international financial institutions, foreign credit institutions.

24. Providing asset custody services, safe deposit box rentals.

Article 51. Wholly foreign-owned commercial banks, Member FBBs permitted to carry out activities with member enterprises

1. Receipt of demand deposits in accordance with Clause 8 of this Article, receipt of term deposits.

2. Lending.

3. Discounting.

4. Bank guarantee.

5. Factoring and other services relevant to factoring.

6. Letter of credit and other business activities related to letters of credit.

7. Issuance of credit cards.

8. Opening checking accounts, providing payment services through accounts.

9. Transactions between a foreign currency and another currency as prescribed by the SBV’s Governor on foreign exchange transactions in the foreign exchange market for credit institutions permitted to operate in foreign exchange. Transactions between VND and foreign currencies are not allowed.

10. Trading and providing interest rate derivative products as prescribed by the SBV’s Governor on trading and providing interest rate derivative products, excluding derivative transactions related to the VND

11. Trading and providing commodity price derivative products as prescribed by the SBV’s Governor on trading and providing commodity price derivative products, excluding derivative transactions related to the VND.

12. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

13. Trading Vietnamese Government bonds, bonds guaranteed by the Government of Vietnam, and bonds issued by local authorities in Vietnam as prescribed by laws on Government bonds, bonds guaranteed by the Government of Vietnam, and bonds issued by local authorities.

14. Selling debt.

15. Providing advisory services on banking operations and other business operations within the scope of the License issued by the Executive body of the city. Solutions and advisory plans must be carried out by the wholly foreign-owned commercial banks, FBBs members, or other member banks within the scope of the License issued by the Executive body of the city.

16. Providing asset custody services, safe deposit box rentals.

Article 51. Wholly foreign-owned commercial banks, Member FBBs permitted to carry out activities with member banks

1. Lending, borrowing, depositing, receiving deposits, buying, selling valuable papers in foreign currency in accordance with the policy of the owner/parent bank of the lender, depositor, purchaser of valuable papers or the borrower, deposit recipient, seller of valuable papers as agreed between the parties.

2. Bank guarantee.

3. Factoring and other services relevant to factoring.

4. Letter of credit and other business activities related to letters of credit.

5. Issuance of credit cards.

6. Opening checking accounts, providing payment services through accounts.

7. Foreign exchange transactions:

a) Transactions between a foreign currency and another currency shall be conducted as follows:

a.1) Member banks shall choose the applicable law in accordance with the regulations on foreign exchange transactions in the foreign exchange market for credit institutions permitted to operate in foreign exchange of the SBV’s Governor or according to the policy of the owner/parent bank, except for the cases specified in point a.2 of this Clause;

a.2) Member banks shall conduct transactions in compliance with the scope of transactions between Vietnamese credit institutions permitted to operate in foreign exchange in accordance with the regulations on foreign exchange transactions in the foreign exchange market for credit institutions of the SBV’s Governor.

b) Transactions between VND and foreign currencies are not allowed.

8. Trading and providing interest rate derivative products as prescribed by the SBV’s Governor on trading and providing interest rate derivative products, excluding derivative transactions related to the VND

9. Providing foreign exchange brokerage services in accordance with regulations on foreign exchange brokerage of the SBV’s Governor.

10. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

11. Trading Vietnamese Government bonds, bonds guaranteed by the Government of Vietnam, and bonds issued by local authorities in Vietnam as prescribed by laws on Government bonds, bonds guaranteed by the Government of Vietnam, and bonds issued by local authorities.

12. Trading debts.

13. Entrusting/undertaking entrustment in banking operations with foreign credit institutions according policies of the owner/parent bank specified in Clause 21 Article 51 of this Decree.

14. Providing advisory services on banking operations and other business operations within the scope of the License issued by the Executive body of the city. Solutions and advisory plans must be carried out by the wholly foreign-owned commercial banks, FBBs members, or other member banks within the scope of the License issued by the Executive body of the city.

15. Providing treasury services, asset custody services, safe deposit box rentals.

Article 51. Wholly foreign-owned commercial banks, Member FBBs permitted to carry out activities with Vietnamese credit institutions

1. Lending.

2. Bank guarantee:

a) Bank guarantee for Vietnamese credit institutions;

b) Acting as customers received bank guarantee by Vietnamese credit institutions:

A wholly foreign-owned commercial bank/Member FBB shall receive bank guarantee from a Vietnamese credit institution in the cases where the beneficiary is an individual/organization within the territory of Vietnam or the wholly foreign-owned commercial bank/Member FBB has fully made a deposit equivalent to 100% of the guarantee value;

A wholly foreign-owned commercial bank/Member FBBs shall provide bank guarantees for a Vietnamese credit institution in the cases where the Vietnamese credit institution provides bank guarantees for the member enterprise which is customer of the wholly foreign-owned commercial bank/ Member FBBs and the beneficiary is an individual/organization within the territory of Vietnam or the wholly foreign-owned commercial bank/FBBs has fully made a deposit equivalent to 100% of the guarantee value;

A wholly foreign-owned commercial bank/Member FBB shall have its bank guarantees confirmed by a Vietnamese credit institution in the case where the wholly foreign-owned commercial bank/Member FBB provide bank guarantee for an individual/organization within the territory of Vietnam or wholly foreign-owned commercial bank/FBBs has fully made a deposit equivalent to 100% of the guarantee value.

3. Factoring and other services relevant to factoring.

4. Letter of credit and other business activities related to letters of credit.

5. Opening checking accounts in Vietnamese dong, foreign currencies at commercial banks that are not members, FBBs that are not members according to laws on opening and using checking accounts, in compliance with the regulations of the SBV’s Governor on using Vietnamese dong accounts for non-residents.

6. Foreign exchange transactions:

a) Transactions between a foreign currency and another currency within the scope of transactions of Vietnamese credit institutions with foreign financial institutions stipulated in the regulations on the scope of foreign exchange operations, conditions, procedures, approval procedures for foreign exchange operations of credit institutions, FBBs and regulations on foreign exchange transactions in the foreign exchange market for credit institutions permitted to operate in foreign exchange of the SBV’s Governor.

b) Transactions between VND and foreign currencies of Vietnamese credit institutions with non-resident customers as prescribed by the SBV’s Governor on foreign exchange transactions in the foreign exchange market for credit institutions permitted to operate in foreign exchange.

7. Trading and providing interest rate derivative products as prescribed by the SBV’s Governor on trading and providing interest rate derivative products, excluding derivative transactions related to the VND.

8. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

9. Trading Vietnamese Government bonds, bonds guaranteed by the Government of Vietnam, and bonds issued by local authorities in Vietnam as prescribed by laws on Government bonds, bonds guaranteed by the Government of Vietnam, and bonds issued by local authorities. The trading of Vietnamese Government bonds issued in foreign currencies, bonds guaranteed by the Government of Vietnam issued in foreign currencies, and bonds issued by local authorities in Vietnam in foreign currencies is not allowed.

10. Purchasing debts.

Article 55. Wholly foreign-owned commercial banks, Member FBBs permitted to carry out activities with non-credit institutions within the territory of Vietnam

1. Lending.

2. Discounting.

3. Bank guarantee.

4. Factoring and other services relevant to factoring.

5. Letter of credit and other business activities related to letters of credit.

6. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

7. Trading Vietnamese Government bonds, bonds guaranteed by the Government of Vietnam, and bonds issued by local authorities in Vietnam as prescribed by laws on Government bonds, bonds guaranteed by the Government of Vietnam, and bonds issued by local authorities; including purchasing in the primary market. The trading of Vietnamese Government bonds issued in foreign currencies, bonds guaranteed by the Government of Vietnam issued in foreign currencies, and bonds issued by local authorities in Vietnam in foreign currencies is not allowed.

Article 56. Wholly foreign-owned commercial banks, Member FBBs participating in the international payment system

A wholly foreign-owned commercial bank or Member FBB may participate in international payment systems of which its owner/parent bank is a member.

Section 3. OPERATIONS OF WHOLLY DOMESTIC-OWNED COMMERCIAL BANKS

Article 51. Wholly domestic-owned commercial banks permitted to carry out activities with individuals and organizations outside the territory of Vietnam

1. Receipt of demand deposits in accordance with Clause 9 of this Article, receipt of term deposits.

2. Deposits at foreign credit institutions.

3. Borrowing.

4. Lending in accordance with Clause 2 Article 88 and Article 89 Chapter VIII of this Decree.

5. Bank guarantee.

6. Factoring and other services relevant to factoring.

7. Letter of credit and other business activities related to letters of credit.

8. Issuance of credit cards.

9. Opening checking accounts, providing payment services through accounts.

10. Opening and using checking accounts at foreign credit institutions.

11. Transactions between a foreign currency and another currency in compliance with the scope of foreign exchange operations in the international market specified in the license of the owner/parent bank. Transactions between VND and foreign currencies are not allowed.

12. Trading and providing interest rate derivative products, excluding derivative transactions related to the VND.

13. Trading and providing commodity price derivative products, excluding derivative transactions related to the VND.

14. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

15. Trading corporate bonds issued in foreign currencies in foreign countries.

16. Trading government bonds issued in foreign currencies in foreign countries.

17. Issuance of bonds according to securities laws and Article 87 of this Decree.

18. Selling debt.

19. Providing advisory services on banking operations and other business operations within the scope of the License issued by the Executive body of the city. Solutions and advisory plans must be carried out by the wholly domestic-owned commercial banks, FBBs members, or other member banks within the scope of the License issued by the Executive body of the city.

20. Acting as agents that manage collateral of lenders which are international financial institutions, foreign credit institutions.

21. Providing asset custody services, safe deposit box rentals.

Article 58. Wholly domestic-owned commercial banks permitted to carry out activities with member enterprises

1. Receipt of demand deposits in accordance with Clause 6 of this Article, receipt of term deposits.

2. Lending in accordance with regulations on providing loans in foreign currencies of credit institutions and FBBs to borrowers residing in Vietnam; regulations on requirements, procedures, and approval processes for foreign currency loans shall not apply.

3. Discounting.

4. Bank guarantee, factoring, and other services relevant to factoring, letter of credit, and other credit-related business operations in accordance with commercial practices as prescribed in Article 3 of Law on Credit Institutions.

5. Issuance of credit cards.

6. Opening checking accounts, providing payment services through accounts.

7. Transactions between a foreign currency and another currency as prescribed by the SBV’s Governor on foreign exchange transactions in the foreign exchange market for credit institutions permitted to operate in foreign exchange. Transactions between VND and foreign currencies are not allowed.

8. Trading and providing interest rate derivative products, excluding derivative transactions related to the VND.

9. Trading and providing commodity price derivative products, excluding derivative transactions related to the VND.

10. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

12. Selling debt.

13. Providing advisory services on banking operations and other business operations within the scope of the License issued by the Executive body of the city. Solutions and advisory plans must be carried out by the wholly domestic-owned commercial banks or other member banks within the scope of the License issued by the Executive body of the city.

14. Providing asset custody services, safe deposit box rentals.

Article 59. Wholly domestic-owned commercial banks permitted to carry out activities with member banks

2. Bank guarantee, factoring, and other services relevant to factoring, letter of credit, and other credit-related business operations in accordance with commercial practices as prescribed in Article 3 of Law on Credit Institutions.

3. Issuance of credit cards.

4. Opening checking accounts, providing payment services through accounts.

5. Foreign exchange transactions:

a) Transactions between a foreign currency and another currency as follows:

b) Transactions between VND and foreign currencies are not allowed.

6. Trading and providing interest rate derivative products, excluding derivative transactions related to the VND.

7. Providing foreign exchange brokerage services.

8. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

10. Trading debts.

11. Entrusting/undertaking entrustment in banking operations with foreign credit institutions according policies of the owner/parent bank specified in Clause 21 Article 51 of this Decree.

12. Providing advisory services on banking operations and other business operations within the scope of the License issued by the Executive body of the city. Solutions and advisory plans must be carried out by the wholly domestic-owned commercial banks, or other member banks within the scope of the License issued by the Executive body of the city.

13. Providing treasury services, asset custody services, safe deposit box rentals.

Article 60. Wholly domestic-owned commercial banks, Member FBBs permitted to carry out activities with Vietnamese credit institutions

1. Lending.

2. Bank guarantee:

a) Bank guarantee for Vietnamese credit institutions;

b) Acting as customers received bank guarantee by Vietnamese credit institutions:

A wholly domestic-owned commercial bank shall receive bank guarantee from a Vietnamese credit institution in the cases where the beneficiary is an individual/organization within the territory of Vietnam or the wholly domestic-owned commercial bank has fully made a deposit equivalent to 100% of the guarantee value;

A wholly domestic-owned commercial bank shall provide bank guarantees for a Vietnamese credit institution in the cases where the Vietnamese credit institution provides bank guarantees for the member enterprise which is customer of the wholly domestic-owned commercial bank and the beneficiary is an individual/organization within the territory of Vietnam or the wholly domestic-owned commercial bank has fully made a deposit equivalent to 100% of the guarantee value;

A wholly domestic-owned commercial bank shall have its bank guarantees confirmed by a Vietnamese credit institution in the case where the wholly domestic-owned commercial bank provides bank guarantee for an individual/organization within the territory of Vietnam or wholly domestic-owned commercial bank has fully made a deposit equivalent to 100% of the guarantee value.

3. Factoring and other services relevant to factoring.

4. Letter of credit and other business activities related to letters of credit.

6. Foreign exchange transactions:

7. Trading and providing interest rate derivative products, excluding derivative transactions related to the VND.

8. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

10. Purchasing debts.

Article 61. Wholly domestic-owned commercial banks permitted to carry out activities with non-credit institutions within the territory of Vietnam

1. Lending.

2. Discounting.

3. Bank guarantee.

4. Factoring and other services relevant to factoring.

5. Letter of credit and other business activities related to letters of credit.

6. Trading corporate bonds issued within the territory of Vietnam, excluding bonds issued by Vietnamese credit institutions.

Article 62. Wholly domestic-owned commercial banks participating in the international payment system

A wholly domestic-owned commercial bank may participate in the international payment system of which the owner is a member.

Chapter V

RESTRICTIONS TO ENSURE SAFETY FOR OPERATIONS OF MEMBER BANKS

Article 63. Cases not eligible for credit extension

1. A bank that does not apply International Accounting Standards shall not provide credit for the following individuals or organizations:

a) Members of the Board of Members, members of the Board of Controllers, the General Director (Director), Deputy General Director (Deputy Director), and persons holding an equivalent title as stipulated in its Charter; its owner; the General Director (Director), Deputy General Director (Deputy Director) of its FBB; the parent bank of the FBB;

b) Father/mother, spouse, child or sibling of each member of the Board of Members, member of the Board of Controllers, the General Director (Director), Deputy General Director (Deputy Director), and the person holding an equivalent title as stipulated in its Charter; the General Director (Director), Deputy General Director (Deputy Director) of its FBB;

2. The bank not applying International Accounting Standards shall not provide credit for customers based on collateral from the entities specified in Clause 1 of this Article. The bank not applying International Accounting Standards shall not provide credit in any form to other member banks, foreign credit institutions, or Vietnamese credit institutions for the entities specified in Clause 1 of this Article.

3. The bank applying International Accounting Standards shall comply with cases not eligible for credit extension according to the policy of its owner/parent bank.

4. Member banks shall not provide credit for capital contribution or purchase of shares in non-member credit institutions.

5. The credit extension specified in Clauses 1, 2, and 4 of this Article includes buying, holding, and investing in corporate bonds.

Article 64. Credit restrictions

1. Banks not applying International Accounting Standards shall not provide unsecured credit or preferential credit to the following individuals or organizations:

a) Audit firms and auditors that are auditing the bank; the inspection decision-maker, members of inspectorate and the person supervising operations of the inspectorate that is conducting inspection at the bank;

b) Chief Accountant of the bank;

c) Enterprise in which one of the entities specified in Clause 1 Article 63 of this Decree owns at least 10% of its charter capital;

d) Any person who appraises and approves credit extension at the bank.

2. The total balance of credit extension to the entities defined at Clause 1 of this Article and must not exceed 05% of the equity of the bank not applying International Accounting Standards.

3. Credit extension to the entities defined in Clause 1 of this Article shall be approved by the Board of Members of the bank not applying International Accounting Standards, except for cases of Clause 4 of this Article. Credit extension shall be publicized within the bank not applying International Accounting Standards.

4. The Board of Members (for member commercial banks), the General Director (Director) (for Member FBBs) of the bank not applying International Accounting Standards shall stipulate the total balance of credit extension for the entities specified in point d Clause 1 of this Article and send it to the Board of Members and the General Director (Director) for approval in accordance with the internal regulations of the member bank.

5. The total balance of credit extension specified in Clause 2 of this Article includes purchase, hold of and investments in corporate bonds issued by the entities specified in Point a, point c Clause 1 of this Article.

6. The bank not applying International Accounting Standards must send reports to:

a) The owner, manager, executive of the commercial bank; parent bank of the FBB upon credit extension for the entities specified in Clause 1 of this Article;

b) The Supervisory body regarding the credit extension for entities specified in Clause 1 of this Article.

7. Banks applying International Accounting Standards shall comply with regulations on credit restrictions according to the policy of the owner/parent bank.

Article 65. Credit limit

1. The total balance of credit extension to a single customer must not exceed 10% of the equity of the bank not applying International Accounting Standards; the total balance of credit extension to a single customer and the related persons must not exceed 15% of the equity of the bank not applying International Accounting Standards.

2. The total balance of credit extension specified in Clause 1 of this Article excludes loans sourced from capital entrusted where the bank not applying International Accounting Standards where the entrusted bank not applying International Accounting Standards do not bear the risk or loans granted to borrowers.

3. The total balance of credit extension specified in Clause 1 of this Article includes purchase, hold of and investments in bonds issued by the customer and the related persons.

4. Limits on and conditions for credit extension for investment and trade in stocks and corporate bonds of member banks shall comply with Article 68 of this Decree.

5. In case a single customer; a customer and his/her related persons in excess of the credit limits specified in Clause 1 of this Article, the bank not applying International Accounting Standards may extend syndicated loans in accordance with Article 50 of this Decree and the total credit extension balance must not exceed the limits.

6. Banks applying International Accounting Standards shall comply with regulations on credit limits according to the policy of the owner/parent bank. In case a single customer; a customer and his/her related persons in excess of the credit limits specified in Clause 1 of this Article, the bank not applying International Accounting Standards may extend syndicated loans in accordance with Article 50 of this Decree and the total credit extension balance must not exceed the limits according to the policies of the owner/parent bank.

7. The bank not applying International Accounting Standards shall determine the credit limits on the basis of its equity.

Article 66. Prudential ratios

1. A bank not applying International Accounting Standards shall maintain the following prudential ratios:

a) Capital adequacy ratio (CAR):

a.1) The bank shall comply with applicable regulations on prudential ratios for commercial banks and FBBs of the SBV’s Governor, except for cases specified in points a.2, a.3, a.4, and a.5 of this Clause;

a.2) The bank shall conduct internal rating-based approach to customer credit risk after approval by the Executive body of the city. During the transition period to the internal rating-based approach, the bank must submit the report of the independent audit firm, its report, and relevant materials to the Executive body of the city by April 15^th.

a.3) The bank is permitted to repurchase and reimburse the principal portion of Additional Tier 1 (AT1) capital instruments after approval by the Executive body of the city;

a.4) Applications and procedures for approval for requests in points a.2 and a.3 shall comply with regulations of the Executive body;

a.5) When assessing credit partner risk or market risk, transaction value, transaction value, and underlying asset value must be determined based on market value (mark to market). In the cases where there is no market value, the bank shall calculate the value based on market data (mark to model) and take responsibility for the accuracy and reasonability of the calculation method and send a report to the Supervisory body before implementation. The Supervisory body may request the bank to amend the calculation method if necessary;

b) The repayment capacity ratio (liquidity reserve ratio, 30-day repayment capacity ratio) in USD and other foreign currencies converted to USD as per the applicable regulations of the SBV’s Governor. These components and ratios are similar to those applying to Vietnamese dong as per the applicable regulations of the SBV’s Governor on prudential limits and ratios in banking operations of banks and FBBs. Banks not applying International Accounting Standards are not required to comply with the repayment capacity ratio in Vietnamese dong;

c) The ratio of buying, holding, and investing in Vietnamese Government bonds, bonds guaranteed by the Government of Vietnam shall comply with applicable regulations of the SBV’s Governor on prudential limits and ratios in banking operations of banks and FBBs.

d) Prudential ratios other than those specified in points a, b, and d of this Clause shall comply with applicable regulations of the SBV’s Governor on prudential limits and ratios in banking operations of banks and FBBs.

2. Banks applying International Accounting Standards shall comply with prudential ratios according to the policy of the owner/parent bank, which must include at least the following ratios: Capital adequacy ratio (CAR), Leverage Ratio (LEV), Liquidity Coverage Ratio (LCR), Net Stable Funding Ratio (NSFR).

3. Based on the supervision, inspection, and audit results of the Supervisory body for member banks, in cases where it is necessary to ensure safety in the operations of the member bank, the Supervisory body shall, based on the nature and extent of risk, require the member bank to apply one or multiple ratios stricter than those specified in the applicable policy of the member bank.

4. Banks applying International Accounting Standards shall not apply the ratios of buying, holding, and investing in Vietnamese Government bonds, bonds guaranteed by the Government of Vietnam as prescribed in regulations of Vietnamese laws.

5. Member banks are not required to comply with the foreign exchange limits based on equity as prescribed in regulations of Vietnamese laws.

Article 67. Management and handling of non-compliance with Liquidity Coverage Ratio (LCR)

1. Member banks shall monitor and manage to ensure compliance with the Liquidity Coverage Ratio as specified in this Decree.

2. In cases where the calculation results of the 30-day Liquidity Coverage Ratio of a bank not applying International Accounting Standards do not comply with the regulations in this Decree, the following actions shall be taken:

a) The member bank shall immediately take self-remedial measures to ensure the Liquidity Coverage Ratio;

b) The Supervisory body shall review and handle the non-compliance by the member bank according to this Decree.

3. Member banks shall send daily report on Liquidity Coverage Ratio to the Supervisory body. By 10 a.m the following day, the member bank shall submit the report on liquidity shortfall (if any) and handling actions to the Supervisory body.

Article 68. Conditions and limits for credit extension for investment in stocks and corporate bonds

1. Banks not applying International Accounting Standards shall not provide credit for investing, trading stocks, corporate bonds as per applicable regulations of the SBV’s Governor on prudential limits and ratios in banking operations of banks and FBBs

2. Banks applying International Accounting Standards on accounting shall comply with conditions and limits for credit extension for investment in stocks and corporate bonds according to the policy of the owner/parent bank.

3. Based on the supervision, inspection, and audit results of the Supervisory body for member banks, in cases where it is necessary to ensure safety in the operations of the member bank, the Supervisory body shall, based on the nature and extent of risk, require the member bank to apply one or multiple limits stricter than those specified in the applicable policy of the member bank.

Article 69.Classification of assets

1. A bank applying International Accounting Standards or a wholly domestic-owned commercial bank shall classify assets according to the policy of its owner/parent bank.

2. A wholly foreign-owned commercial bank or a Member FBB whose owner/parent bank does not apply International Accounting Standards according to Vietnamese laws on asset classification, establishment and use of risk provisions, except for cases in Clauses 3, 4, and 5 of this Article.

3. A Member FBB whose owner/parent bank does not apply International Accounting Standards shall apply the parent bank’s risk provisions policy to classify assets, establish and use risk provisions after approval by the Executive body of the city.

4. A wholly foreign-owned commercial bank or a Member FBB whose owner/parent bank does not apply International Accounting Standards shall classify assets and make an off-balance sheet commitment after approval by the Executive body of the city.

5. Applications and procedures for approval for requests in Clauses 3 and 4 of this Article shall comply with regulations of the Executive body;

Article 70. Real estate business

Member banks are not permitted to engage in real estate business, except in cases of purchasing, investing, or owning real estate for use as the head offices and workplaces, provided that the investment ratio in fixed assets complies with Clause 3 Article 144 of Law on Credit Institutions.

Chapter VI

HANDLING BAD DEBTS AND COLLATERAL OF MEMBER BANKS

Article 71. Bad debts

This Chapter shall provide to the following bad debts:

1. Bad debts of wholly domestic-owned commercial banks, wholly foreign-owned commercial banks, Member FBBs whose owner/parent bank does not apply International Accounting Standards, including:

a) Bad debts which are recorded on the financial statements as per applicable regulations of the SBV’s Governor on asset classification in operations of commercial banks, non-bank credit institutions and FBBs;

b) Bad debts that have been provisioned for risk but have not been recovered and are monitored out of the financial statements.

2. Bad debts of wholly foreign-owned commercial banks, Member FBBs whose owner/parent bank applies International Accounting Standards shall be determined according to the policy of the owner/parent bank.

Article 72. Principles of handling bad debts

Member banks and related parties may choose methods for handling bad debts, including debt recovery, debt restructuring, debt sales, and other appropriate methods in accordance with Resolution No. 222/2025/QH15, this Decree, and relevant laws.

Article 73. Principles of handling collateral

The handling of collateral shall comply with Resolution No. 222/2025/QH15, this Decree, and civil law regulations..

Chapter VII

LICENSE REVOCATION, DISSOLUTION, BANKRUPTCY, AND LIQUIDATION OF ASSETS OF MEMBER BANKS

Article 74. Cases of incidents for member banks

1. Cases of incidents for member banks include:

a) The accumulated losses incurred by the member bank exceed 15% of its charter capital and reserve funds (established from after-tax profits and recorded in the equity item) written in the latest financial statement which has been audited or according to audit and inspection conclusions of the competent authority and the member commits violations against regulations on CAR;

b) The member bank fails to achieve the required LCR for 30 consecutive days;

c) The member bank fails to achieve the required CAR for 06 consecutive months.

d) A bank run occurs. Bank run mean a situation in which many depositors withdraw their money from a bank at the same time, thereby leading to the case where such bank has lost or is likely to lose solvency. A member bank shall be determined as having lost or being likely to lose solvency in accordance with regulations of the SBV’s Governor on prudential limits and ratios in banking operations of banks and FBBs.

2. Member banks shall promptly report to the Supervisory body, the owner, the parent bank upon incidents specified in Clause 1 of this Article.

Article 75. Remedial measures in cases of incidents

1. Member banks shall develop a remedial plan for incidents stipulated in Article 74 of this Decree, including assistance from the owner/parent bank.

2. The remedial plan stipulated in Clause 1 of this Article shall be approved by the owner/parent bank within 01 year from the date on which the member bank is granted a License and sent to the Supervisory body within 10 days from the date of approval.

3. Member banks shall update and adjust the remedial plan stipulated in Clause 1 of this Article at least every 2 years. The updated plan shall be sent to the Supervisory body within 10 days from the date of approval.

4. In the case where the member bank incur one or multiple incidents specified in Article 74 of this Decree, the Supervisory body shall request the member bank in writing to:

a) Identify the causes of the incidents, update and implement the remedial plan stipulated in Clause 1 of this Article. The updated remedial plan shall be sent to the Supervisory body within 10 days from the date of approval.

b) In cases where the member bank does not have a remedial plan stipulated in Clause 1 of this Article, the member bank must promptly identify the causes of the incidents, develop a remedial plan, and implement the plan. The updated remedial plan shall be sent to the Supervisory body within 10 days from the date of approval.

5. If the member bank has remedied the incidents, the member bank shall send a report to the Supervisory body.

Article 76. Responsibilities of the owner/parent bank when incurring incidents

1. The owner, parent bank must provide assistance to the member bank to rectify incidents stipulated in Article 74 of this Decree within a period of 6 months from the date of incurring incidents.

2. Upon the expiration of the time limit as prescribed in Clause 1, if the member commercial bank fails to rectify the incidents, such member commercial bank shall be dissolved, cease its operations, and have its assets liquidated in accordance with this Decree.

3. The parent bank has the obligation to fulfill commitments as stipulated in Article 14 of this Article if the Member FBB is unable to fully repay debts and other asset obligations during the asset liquidation.

4. The owner/parent bank shall approve the remedial plan built by the member bank as stipulated in Clause 1 of Article 75 of this Decree within 01 year from the date the member bank is granted a License; the approved remedial plan must be updated periodically or upon request.

Article 77. Cases of dissolution/termination of operations of member banks

1. The member bank fails to request or does not have its request to extension approved by the Executive body of the city when the operating period expires.

2. The member bank has its License revoked.

3. The member bank voluntarily dissolves after fully repaying debts and receiving a written approval from the Executive body of the city.

4. The member bank fails to rectify incidents after receiving assistance from the owner/parent bank within 06 months from the date the incidents occur.

5. The member commercial bank fails to rectify the charter capital shortfall within 06 months from the occurrence.

Article 78. Asset liquidation in case of dissolution, termination of operations

1. The member bank which is dissolved/terminated as stipulated in this Decree shall liquidate its assets under the supervision of the Supervisory body of the city according to the asset liquidation procedures and regulations of the Supervisory body of the city.

2. During the supervision of asset liquidation of dissolved commercial banks, if the commercial bank is found unable to fully repay debts, the Executive body shall decide to terminate the asset liquidation; the commercial bank shall carry out the bankruptcy procedures according to Article 80 of this Decree.

3. The member bank undergoing asset liquidation shall pay all costs related to asset liquidation.

4. If the Member FBB is unable to fully repay debts and other asset obligations during the asset liquidation, the parent bank has the obligation to fulfill commitments as stipulated in Clause 3 Article 76 of this Decree.

Article 79. License revocation

1. The Executive body of the city shall revoke the License in the following cases:

a) The application for license contains false information in order to be eligible for obtainment of the license;

b) The member bank undergoes dissolution or bankruptcy; the Member FBB undergoes dissolution;

c) The member bank operates at variance with its license;

d) The member bank seriously violates the regulations on prudential ratios;

dd) The member bank fails to abide by or fully abide by the competent authority’s decisions to assure safety for banking operations;

e) The parent bank of Member FBB is dissolved or goes bankrupt or has its license revoked by a competent authority of the country where it is headquartered.

2. The Executive body of the city shall disclose the Decision to revoke licenses on 01 media mean at the Financial Center.

3. The member bank that has its license revoked shall terminate its business activities from the effective date of the decision to revoke its license.

4. The Executive body shall specify procedures and applications for revocation of licenses.

Article 80. Bankruptcy of the member commercial banks

1. Member commercial banks shall undergo bankruptcy procedures in the following cases:

a) The member commercial bank is insolvent as prescribed by the law on bankruptcy of Vietnam;

b) The member commercial bank falls under the cases specified in Clause 2 Article 78 of this Decree.

2. When a member commercial bank falls under any cases specified in Clause 1 of this Article, it shall submit the application to request the Court for initiation of bankruptcy procedures and carry out the bankruptcy in accordance with guidelines of the Executive body in accordance with Vietnamese laws on bankruptcy for enterprises.

Chapter VIII

FOREIGN EXCHANGE MANAGEMENT

Section 1. GENERAL PRINCIPLES OF FOREIGN EXCHANGE MANAGEMENT

Article 81. Principle of cash flow transparency

1. Members, foreign investors, and parties relevant to money transfers specified in point a Clause 1 and Clause 3 Article 84 of this Decree must clarify in terms of money transfer purpose in order for member banks to have the basis for checking, examining and preserving records and perform transactions.

2. The SBV’s Governor shall elaborate this Article.

Article 82. Document verification

Member banks, when conducting foreign exchange transactions for customers, shall review, verify, and retain documents and records relevant to the actual transactions to ensure that foreign exchange services are provided for their intended purposes and in compliance with regulations; develop and take responsibility for the internal regulations on operational procedures, risk management procedures for foreign exchanges.

Article 83. Authority to provide guidelines, receive declaration information, handle procedures for registration or changes of foreign exchange management

1. The Executive body shall issue:

a) Guidelines for declaring offshore loans of members; guidelines for applications, procedures, declaration, registration, changes in loans offered by members to domestic borrowers;

b) Guidelines for declarations relevant to foreign investment transfers from Financial Centers by members; guidelines for applications, procedures, registration, changes in foreign exchange transactions relevant to foreign investment at Financial Centers;

c) Guidelines for applications and procedures for issuance of certificates for purchase/sale of bonds issued in foreign currency in foreign countries by wholly domestic-owned commercial banks.

2. The Executive body of the city shall receive information on offshore loans or loans offered by members to domestic borrowers, procedures for registration or changes in loans offered by members to domestic borrowers; receive information on foreign investment transfer from Financial Centers by members; register or register changes in foreign exchange transactions related to direct foreign investment from Financial Centers; issue certificates for purchase/sale of bonds issued in foreign currency in foreign countries by wholly domestic-owned commercial banks.

Section 2. OPENING AND USE OF CHECKING ACCOUNTS

Article 84. Use of checking accounts in foreign currency at member banks

1. A member enterprise shall follow these principles when using a checking account in foreign currency:

a) A checking account in foreign currency opened at a member bank (capital account of the member enterprise) shall be used for:

a.1) Taking offshore loans;

a.2) Granting offshore loans and loans offered to domestic borrowers;

a.3) Foreign investment from Financial Centers to foreign countries;

a.4) Foreign investment from Financial Centers into Vietnam.

b) A checking account in foreign currency opened at a member bank may be used for purposes other than those specified in point a of this Clause.

2. A member bank may use a checking account opened at such member bank or open another checking account at another member bank for purposes specified in point a of this Clause; the opening and use of a capital account are not required.

3. A foreign investor must use a checking account in foreign currency opened at a member bank (capital account of the foreign investor) for foreign investment in Financial Centers.

4. An organization/individual outside the territory of Vietnam shall use a checking account in foreign currency opened at a member bank according to applicable regulations of the SBV’s Governor on using checking accounts in foreign currency/Vietnamese dong for residents and non-residents at eligible banks.

5. The SBV’s Governor shall provide guidance on using accounts specified in Clause 1 and Clause 3 of this Article.

Article 85. Use of checking accounts in foreign currency at commercial banks/ FBBs that are not members

A member enterprise may use a checking account in foreign currency opened at a commercial bank/FBB that is not a member according to applicable regulations of the SBV’s Governor on using checking accounts in foreign currency/Vietnamese dong for residents and non-residents at eligible banks.

Section 3. USE OF FOREIGN CURRENCIES BY MEMBERS

Article 86. Regulations on the use of foreign currencies by members

1. A member bank may use foreign currencies for payments, money transfers, listing, advertisement, quotation, pricing, and record of prices for activities and services provided to customers within the operational scope stipulated in Chapter IV of this Decree.

2. A member bank may use foreign currencies for payments, money transfers, listing, advertisement, quotation, pricing, and record of prices for activities and services provided to:

a) Other members, individuals, organizations outside the territory of Vietnam;

b) Individuals, organizations within the territory of Vietnam who are not members according to the applicable regulations on the use of foreign exchange in the territory of Vietnam.

3. Payments and money transfers between members must be conducted through checking accounts at member banks.

Section 4. REGULATIONS ON FOREIGN EXCHANGE MANAGEMENT FOR LENDING AND BORROWING ACTIVITIES OF MEMBERS

Article 87. Principles of taking offshore loans

A member may take offshore loans and must declare information and comply with reporting regimes.

Article 88. Principles of granting offshore loans

1. A member that is a wholly foreign-owned investor may grant offshore loans and must declare information and comply with reporting regimes.

2. A member which is not a wholly foreign-owned investor shall comply with requirements for granting offshore loans as specified in Article 89 of this Decree and must declare information and comply with reporting regimes.

Article 89. Conditions for member that is not a wholly foreign-owned investor to grant offshore loans

1. A wholly domestic-owned commercial bank may grant loans in foreign currencies to:

a) Organizations established and operating overseas over 50% shares or stake (contributed capital) of which are held by a member or non-member Vietnamese enterprise;

b) Organizations established and operating overseas by any entities specified in point a of this Clause over 50% shares or stakes of which are held by the entity mentioned in point a of this Clause.

2. A member enterprise may grant loans to organizations established and operating overseas over 50% of shares of stakes of which are held by the lender (the member enterprise) or the lender’s parent company within the territory of Vietnam;

3. A lender must comply with the following lending limits:

a) The loan value for each foreign investment project must not exceed the difference between the total investment capital of the foreign investment project and the contributed capital in the Investment Registration Certificate for foreign investment or equivalent documents issued by the competent authority of the receiving country;

b) The limit on outstanding offshore loans is three times the lender’s equity written in the latest financial statement which has been audited or the lender’s charter capital if the lender is newly established and has not had a audited financial statement;

c) In cases where the foreign investment project is not eligible for the issuance of the Certificate for foreign investment registration and the receiving country does not specify the total investment capital and contributed capital of the foreign investment project in writing, the lender shall comply with the limit specified in point b of this Clause.

4. The lender must ensure compliance with prudential ratios and financial safety ratios (if any) in the 3 months prior to the date of signing loan agreement until the date of loan disbursement.

5. The lender must provide a written commitment to fulfill tax obligations for 01 year prior to the offshore loan transaction (except for the first year of establishment).

6. The lender shall have its offshore loan appraisal report approved by the competent authority, including loan appraisal content, credit risk management and prevention for offshore loan.

Article 90. Principles of granting loans to domestic borrowers

A domestic borrower shall comply with Article 91 of this Decree and conduct the loan declaration, registration, and registration for changes in the loan.

Article 91. Loan conditions applicable to domestic borrowers

1. A domestic borrower that is not a Vietnamese credit institution must meet the following conditions:

a) Loan terms of at least 12 months;

b) Loan purposes for:

b.1) Investment projects as per the investment registration certificate, written investment guideline approval, or another relevant document as prescribed in investment laws and other relevant regulations;

b.2) Production and/or business activities within the operational scope of the borrower as prescribed in the plan to use the borrowed capital, which is approved by the authorized authority.

b.3) Restructuring foreign debts and member debts of the domestic borrower according to the debt restructuring plan, which is approved by the authorized authority.

2. A domestic borrower that is a Vietnamese credit institution must meet the following conditions:

a) For short-term loans, the domestic borrower shall ensure the ratio of the total principal outstanding balance of short-term loans from members and its equity does not exceed 30% (for non-member commercial banks) or 150% (for FBBs or other credit institutions that are not members);

b) Loans with terms of at least 12 months must serve the credit activities of the domestic borrower, in which at least 50% of the value used for re-lending for Investment projects eligible for investment incentives as prescribed in laws.

3. Domestic borrowers specified in Clause 1 and Clause 2 of this Article must meet prudential ratios, financial safety ratios in the 3 months prior to the date of signing loan agreement/agreement to increase the loan value until the loan declaration or registration.

Section 5. FOREIGN EXCHANGE MANAGEMENT FOR INVESTMENT IN FINACIAL CENTERSAND INVESTMENT FROM FINACIAL CENTERS IN THE REST OF VIETNAM

Article 92. Money transfers related to investment in Financial Centers by foreign investors

A foreign investor must transfer its foreign investment capital to the Financial Center; transfer capital, profits, and legally earned revenues from the Financial Center to the foreign country through its capital account opened at the designated member bank as stipulated in Clause 3 Article 84 of this Decree;

Article 93. Money transfers related to investment from Financial Centers in the rest of Vietnam by members

When transferring funds related to foreign investment from Financial Centers in the rest of Vietnam:

1. The member must make the transfer through the account specified in point a Clause 1 Article 84 of this Decree.

2. In the case where the member is an enterprise, it shall comply with regulations applicable to foreign investors as guided by the SBV’s Governor on foreign exchange management for Foreign Direct Investment/Foreign Portfolio Investment (FDI/FPI) into Vietnam.

Section 6. FOREIGN EXCHANGE MANAGEMENT FOR FOREIGN INVESTMENT OF MEMBERS

Article 94. Money transfers related to foreign investment from Financial Centers into foreign countries by wholly foreign-owned members

A wholly foreign-owned member is not required to comply with regulations on registration or registration of changes in foreign exchange transactions concerning foreign investment; however, it must transfer funds through the account specified in point a Clause 1 Article 84 and comply with regulations on information declaration and reporting regimes specified in Article 98 of this Decree.

Article 95. Money transfers related to foreign investment from Financial Centers to foreign countries by members other than wholly foreign-owned members

1. A member other than wholly foreign-owned members may make direct investment in a foreign country through the Financial Center in accordance with investment laws as follows:

a) It must register foreign exchange transactions related to direct investment activities to the from the Financial Center to the foreign country with the Executive body of the city before transferring funds.

b) It must register any changes in foreign exchange transactions related to the direct investment from the Financial Center to the foreign country with the Executive body of the city;.

c) It shall transfer its investment capital; capital, profits, and legally earned revenues between the foreign country and the Financial Center using the account specified in point a Clause 1 Article 84 of this Decree.

2. A member other than wholly foreign-owned members may offer foreign portfolio investment from the Financial Center to foreign countries through the account specified in point a Clause 1 Article 84 of this Decree.

Article 96. Conditions for member banks to trade government bonds and corporate bonds issued in foreign currency in foreign countries

1. A member that is a wholly foreign-owned commercial bank/FBB is not required to comply with conditions for trading government bonds and corporate bonds issued in foreign currency in foreign countries as specified in Clause 3 of this Article, provided that it complies with the regulations on information declaration to the Executive body of the city, use of accounts as specified in Clause 2 Article 84, and reporting regime stipulated in Article 98 of this Decree.

2. A member that is a wholly domestic-owned commercial bank must meet the following conditions to be issued with a certificate of registration of purchase or sale of government bonds and corporate bonds issued in foreign currency in foreign countries:

a) It has maintained a profitable business, which is written in the financial statements audited by an independent audit organization with unqualified opinion, in the last 03 consecutive years proceeding the year in which the application is submitted.

b) It has fulfilled financial obligations as per the applicable tax laws (except for the first year of establishment);

c) It complies with regulations on prudential limits and ratios in banking operations in Chapter V of this Decree.

3. A wholly domestic-owned commercial bank shall only purchase/sell bonds issued in foreign currency in foreign countries when meeting the following conditions:

a) It is granted a license to purchase/sell bonds issued in foreign currency in foreign countries in accordance with Clause 2 of this Article;

b) It complies with regulations on prudential ratios and capital sources to purchase/sell bonds issued in foreign currency in foreign countries stipulated in Clause 4, Clause 5 of this Article.

4. A wholly domestic-owned commercial bank must ensure that bonds issued in foreign currency purchased/sold in foreign countries do not exceed 7% of its equity and ensure compliance with the regulations in Chapter V of this Decree.

5. A wholly domestic-owned commercial bank balance their capital sources for trading bonds issued in foreign currency in foreign countries based on ensuring compliance with the regulations in Chapter V of this Decree.

6. Wholly domestic-owned commercial banks shall only purchase/sell bonds rated by the following international credit rating agencies: Standard & Poor’s, Moody’s, and Fitch Ratings.

Section 7. FOREIGN EXCHANGE TRANSACTIONS OF MEMBER ENTERPRISES

Article 97. Foreign exchange transactions of member enterprises

Member enterprises may foreign exchange transactions with Vietnamese credit institutions within the scope of transactions of customers who are non-residents with Vietnamese credit institutions as guided by the SBV’s Governor on foreign exchange transactions in the foreign exchange market of credit institutions eligible to operate in foreign exchange.

Chapter IX

REPORTING REGIMES

Article 98. Reporting regimes

1. The Executive body shall develop and promulgate regulations on reporting on banking operations, foreign exchanges, and other activities applicable to members and relevant organizations on uniformity with the SBV.

2. Members and relevant organizations shall report on banking operations, foreign exchanges, and other activities as stipulated by the Executive body.

Chapter X

ANTI-MONEY LAUNDERING; COUNTER-TERRORIST FINANCING, AND PREVENTION OF FINANCING OF PROLIFERATION OF WEAPONS OF MASS DESTRUCTION

Article 99. Application of regulations on anti-money laundering; counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction

1. Member are reporting entities for implementing anti-money laundering; counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction in accordance with Law on Anti-Money Laundering, Law on counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction, except for cases specified in Clauses 2 and 3 of this Article.

2. Reporting entities shall apply the international electronic money transfer reporting regime in accordance with Law on anti-money laundering and guiding documents.

3. Reporting entities shall submit internal regulations and audit reports on anti-money laundering; counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction to the Supervisory body; submit reports on results of risk assessment, update on money laundering risks, and register information about the responsible person, the person in charge, and the department of anti-money laundering to SBV and the Supervisory body.

4. The authority to inspect, examine, supervise, and handle violations against regulations on anti-money laundering; counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction for reporting entities at Financial Centers shall comply with Clause 4 Article 107 and Article 114 of this Decree.

Chapter XI

INSPECTION, SUPERVISION

Section 1. INSPECTION

Article 100. Inspection activities

1. The Supervisory body shall conduct periodic inspections and ad-hoc inspections; handle violations against regulations on banking operations and foreign exchanges upon detecting any signs of violation or risks in the activities of members.

2. The Supervisory body shall take charge and cooperate with authorities competent to inspection as per laws in inspecting banking operations and foreign exchanges of members.

3. Inspection content:

Inspection of compliance with laws on banking operations and foreign exchanges in accordance with Resolution No. 222/2025/QH15, this Decree, guiding documents, international practices, and other relevant Vietnamese laws, the implementation of provisions in the Establishment License and operations.

Article 101. Actions against violations

The Supervisory body shall apply actions against violations through inspections as follows

1. Make recommendations, request the inspected entity to take restrictive measures, minimize risks to ensure the safety of banking operations and foreign exchange, and prevent violating acts.

2. Impose administrative penalties udder jurisdiction or upon request of competent authorities in accordance with regulations; forward dossiers to investigative authorities to consider and handle under regulations upon detecting any criminal signs.

3. Apply other measures according to regulations.

Section 2. SUPERVISION

Article 102. Banking supervision

1. Banking supervision at Financial Centers means the Supervisory body collects, consolidates, analyzes information about the entities subject to supervision at Financial Centers through information systems; reports to prevent, detect, and handle risks in banking operations, violations against banking safety regulations, and other relevant regulations applicable to supervised entities at Financial Centers.

2. The Supervisory body has the authority to inspect banking operations at Financial Centers.

3. The entities subject to inspection are member banks of Financial Centers.

4. The procedures for banking supervision at Financial Centers shall be issued by the Supervisory body on the basis of international practices and risk assessment.

Article 103. Rights and obligations of supervised entities

The supervised entity shall:

1. Provide timely, complete, accurate information and materials as requested by the Supervisory body; take responsibility for the accuracy of the information and materials provided.

2. Ensure the ability to connect and access online data to serve the supervisory activities of the Supervisory body.

3. Report and explain recommendations, risk warnings, and operational safety of the Supervisory body.

4. Implement recommendations, risk warnings, and operational safety of the Supervisory body.

5. Other rights and obligations as stipulated by laws.

Article 104. Banking supervision contents

1. Collect, consolidate, and process materials, information, and data as requested for supervision.

2. Monitor compliance with regulations on banking operation safety and other regulations on currency and banking at Financial Centers; implement recommendations and warnings for banking supervision

3. Analyze and evaluate the financial situation, operations, management, and risks of member banks.

4. Detect and warn risks that may cause unsafe banking operations, violations of regulations on banking safety and foreign exchange.

5. Make recommendations and propose handling measures to prevent risks and violations.

Article 105. Handling of entities under supervision

1. A supervised entity that commits any acts violating laws of currency and banking shall be handled according to the nature and extent of the violations as stipulated by laws.

2. Based on the supervision results, depending on the nature and level of risk, the Supervisory body shall:

a) Issue warnings, recommendations to the supervised entity;

b) Conduct inspections of the supervised entity or request the competent authority to conduct inspections when detecting any violations against laws, risks, and unsafe operations;

c) Prepare administrative violation records and sent them to the competent authority to handle administrative violations committed by the supervised entity in accordance with regulations on handling of administrative violations.

d) The Supervisory body has the right to request member banks to hire an independent audit firm designated by the supervisory authority to conduct audits or other services to evaluate all or part of the contents on the organization, operations, and financial situation of such bank if it is necessary to assess the financial status, operations, and safety of the member bank. The costs of hiring the independent audit firm shall be paid by the member bank.

dd) Apply other measures according to regulations.

Article 106. Cooperation in supervision

1. The Supervisory body shall lead and cooperate with the SBV, relevant ministries and ministerial-level authorities, the People’s Committee of Ho Chi Minh City and the People’s Committee of Da Nang city to exchange information on the supervision of the supervised entities. The Supervisory body shall send periodical/ad-hoc results of banking supervision at Financial Centers to the SBV for cooperation in management and supervision according to functions and tasks.

The Supervisory body shall exchange information and cooperate with foreign competent authorities in supervising operations of the supervised entities. The Supervisory body shall agree with foreign competent authorities on the forms, contents, and mechanisms of information exchange and cooperation of supervision in accordance with Vietnamese laws.

2. The Executive body shall lead and cooperate with the Supervisory body to develop and issue guidelines for managing and supervising banking operations at Financial Centers.

3. The Supervisory body shall lead and cooperate with the SBV, the People’s Committee of Ho Chi Minh City, and the People’s Committee of Da Nang city within the scope of authority assigned by agencies, individuals, and organizations at Financial Centers in supervision, prevention, and handling of violations against regulations on currency and banking operations.

4. The SBV and relevant ministries, ministerial-level authorities, the People’s Committee of Ho Chi Minh City and the People’s Committee of Da Nang city shall perform their state management functions according to regulations; cooperate and exchange information, provide assistance for the Executive body in banking supervision at Financial Centers to ensure safety, transparency, and effectiveness within the authority stipulated in this Decree, the Decree on the establishment of Financial Centers, and other relevant regulations.

Chapter XII

IMPLEMENTATION

Article 107. SBV’s responsibilities

1. In the special cases of ensuring national financial and currency security, SBV shall cooperate with relevant ministries and departments to apply the following measures:

a) Suspending or temporarily suspending one, multiple, or all banking operation(s) or other business operation(s) of member banks;

b) Restricting transaction parties, transaction currencies for each specific operation of the member banks;

c) Other measures.

2. The SBV shall not offer special loans or implement central banking operations as stipulated in Law on Credit Institutions and the Law on the State Bank, including: Refinance, compulsory reserve, open market operations, foreign exchange transactions with member banks.

3. The SBV shall not apply early intervention measures, special controls, or member bank rating.

4. The SBV shall receive reports and supervise reporting entities in implementing the reporting requirements specified in Articles 25, 26, and 34 of Law on Anti-Money Laundering; cooperate in providing information to the Supervisory body to serve inspection and supervision regarding anti-money laundering at Financial Centers.

5. The SBV shall cooperate with relevant ministries, agencies, local authorities, the Executive body, the Supervisory body, the Dispute resolution body to carry out state management functions under this Decree.

6. The SBV shall implement other tasks as specified in Article 112 of this Decree.

Article 108. Responsibilities of Ministry of Finance

The Ministry of Finance shall:

1. Perform state management in securities and securities market.

2. Provide guidance on financial policies and accounting of Member banks.

3. Implement other tasks as specified in Article 112 of this Decree.

Article 109. Responsibilities of the Ministry of Public Security

1. The Ministry of Public Security, within its functions, tasks, and authority, shall lead and cooperate with relevant ministries, departments, the People’s Council and the People’s Committee of Ho Chi Minh City, the People’s Council and the People’s Committee of Da Nang, the Executive body, and the Supervisory body to implement state management in counter-terrorist financing at Financial Centers.

2. Other tasks as specified in Article 112 of this Decree.

Article 110. Responsibilities of the Ministry of National Defense

2. Other tasks as specified in Article 112 of this Decree.

Article 111. Responsibilities of the People’s Committee of Ho Chi Minh City and Da Nang City

The People’s Committees shall cooperate with relevant ministries and agencies and direct the Executive body and the Supervisory body to carry out assigned tasks under this Decree.

Article 112. Responsibilities of ministries and ministerial-level agencies

1. Within their tasks and authority, ministries and ministerial-level agencies shall perform state management of member banks as prescribed by laws.

2. Ministries and ministerial-level agencies, within its functions, tasks, and authority, shall lead and cooperate with the People’s Council and the People’s Committee of Ho Chi Minh City, the People’s Council and the People’s Committee of Da Nang, the Executive body, and the Supervisory body to implement state management in foreign exchange management, anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction at the International Financial Center within the area as stipulated in this Decree and laws on anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction.

Article 113. Responsibilities of the Executive body of city

1. The Executive board shall issue or assign in the Operational Regulations of the Financial Center to the Executive body of the city to issue guidance documents or provisions specified in Clause 3 Article 9, Article 15, Clause 2 Article 21, Clause 2 Article 32, Clause 6 of Article 43, point a.4 of Clause 1 of Article 66, Clause 5 of Article 69, Clause 1 of Article 78, Clause 4 of Article 79, Clause 2 of Article 80, Clause 1 of Article 83, Article 98, and Clause 2 of Article 106 of this Decree.

2. The Executive body shall lead and coordinate with the Supervisory body, the State Bank, and relevant agencies to develop and issue Regulations on cooperation in providing and sharing information on banking operations, foreign exchange, anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction at Financial Centers; the Executive body shall provide and share information according to regulations and at the request of the SBV or competent authority.

3. The Executive board shall cooperate with the SBV, the Ministry of Public Security, the Ministry of National Defense, the Supervisory body, and relevant agencies to implement state management in anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction; conduct national risk assessment on anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction.

4. The Executive board shall provide guidelines on banking operations for member banks other than operations specified in Section 2, Section 3 Chapter IV of this Decree after reaching an agreement with the SBV.

5. Other responsibilities as specified in Article 112 of this Decree.

Article 114. Responsibilities of the Supervisory body

1. The Supervisory body shall inspect, examine, supervise, and handle violations against regulations on banking operations, foreign exchange, anti-money laundering; counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction at Financial Centers in accordance with this Decree.

2. The Supervisory body shall cooperate with the SBV, the Ministry of Public Security, the Ministry of National Defense, and relevant agencies in inspection, supervision; exchange, share information on the results of inspections, examinations, and supervision of banking operations, foreign exchange, anti-money laundering; counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction.

3. The Supervisory body shall coordinate with the Executive body, the State Bank, and relevant agencies to develop Regulations on cooperation in providing and sharing information on banking operations, foreign exchange, anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction at Financial Centers; cooperate with the Executive body to provide and share information according to regulations and at the request of the SBV or competent authority.

4. Other responsibilities as specified in Article 112 of this Decree.

Article 115. Implementation clauses

1. This Circular comes into force from December 18, 2025.

2. Where legislative documents referenced in this Decree are replaced, amended, or supplemented, the replaced, amended, or supplemented documents shall apply.

Article 116. Responsibility for implementation

Ministers, heads of ministerial-level authorities, heads of Governmental authorities, the Chairperson of the People’s Committee of Ho Chi Minh City, the Chairperson of the People’s Committee of Da Nang City, relevant agencies and individuals shall comply with this Decree.

PP. MINISTER
DEPUTY MINISTER

Pham Minh Chinh

Decree No. 329/2025/ND-CP on licensing for establishment and operation of banks, foreign exchange management, anti-money laundering, counter-terrorist financing, and prevention of financing of proliferation of weapons of mass destruction at the international financial center

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