THE STATE BANK
-------
|
SOCIALIST
REPUBLIC OF VIET NAM
Independence - Freedom – Happiness
----------
|
No:
45/1999/QD-NHNN5
|
Hanoi, February
05, 1999
|
DECISION
PROMULGATING THE REGULATION ON THE WITHDRAWAL OF
ESTABLISHMENT AND OPERATION LICENSES OF VIETNAMESE STOCK CREDIT INSTITUTIONS
AND THE LIQUIDATION OF STOCK CREDIT INSTITUTIONS UNDER THE STATE BANK’S
SUPERVISION
THE GOVERNOR OF THE STATE BANK
Pursuant to the Law on Organization of the
Government of September 30, 1992;
Pursuant to Law No.01/1997/QH10 of December 12, 1997 on the State Bank of
Vietnam and Law No.02/1997/QH10 of December 12, 1997 on Credit Institutions;
Pursuant to the Government’s Decree No.15/CP of March 2, 1993 on the tasks,
powers and responsibilities of the ministries and ministerial-level agencies;
At the proposal of the Head of the Department for Banks and Non-Bank Credit
Institutions,
DECIDES:
Article 1.- To issue
together with this Decision the "Regulation on the withdrawal of
establishment and operation licenses of Vietnamese stock credit institutions
and the liquidation of stock credit institutions under the State Bank’s
supervision".
Article 2.- This
Decision takes effect 15 days after its signing.
Article 3.- The Director
of the State Bank’s Office, the head of the Department for Banks and Non-Bank
Credit Institutions, the State Bank’s Inspector General, the heads of the
concerned units of the State Bank, the directors of the State Bank’s branches
in the provinces and cities, the chairmen and members of the Managing Boards,
the members of the Control Commissions and the general directors (directors) of
the stock credit institutions shall have to implement this Decision.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
FOR THE GOVERNOR OF
THE STATE BANK
DEPUTY GOVERNOR
Tran Minh Tuan
REGULATION
ON THE WITHDRAWAL OF ESTABLISHMENT AND OPERATION LICENSES OF
VIETNAMESE STOCK CREDIT INSTITUTIONS AND THE LIQUIDATION OF STOCK CREDIT
INSTITUTIONS UNDER THE STATE BANK’S SUPERVISION
(Issued
together with Decision No.45/1999/QD-NHNN5 of February 5, 1999 of the Governor of
the State Bank)
Chapter I
GENERAL PROVISIONS
Article 1.- Objects
and scope of regulation
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. The withdrawal of establishment and operation
licenses stipulated in this Regulation shall be understood as follows:
a/ The withdrawal of stock credit institutions
operation licenses which were granted before October 1st, 1998;
b/ The withdrawal of stock credit institutions
establishment and operation licenses which were granted according to the Law on
Credit Institutions.
3. This Regulation stipulates the withdrawal of
operation licenses as well as establishment and operation licenses of stock
credit institutions (hereafter referred collectively to as the withdrawal of
licenses); and the liquidation of stock credit institutions under the
supervision of the State Bank in the cases mentioned in Clause 4, Article 3 of
this Regulation.
Article 2.- Competence
to decide the withdrawal of licenses
The Governor of the State Bank shall decide the
withdrawal of licenses of stock credit institutions after having considered the
handling plans in order to ensure that such withdrawal does not affect the
safety of the banking system and the money depositors interests.
Article 3.- Handling
and liquidation of stock credit institutions
1. Where stock credit institutions have their
licenses withdrawn because of their consolidation, merger or transfer of
ownership as stipulated in Clause 5, Article 4 of this Regulation, the handling
of such stock credit institutions shall comply with the State Bank�s current regulations on the
consolidation, merger or transfer of ownership of stock credit institutions.
2. Where stock credit institutions have their
licenses withdrawn because of their bankruptcy as stipulated in Clause 6,
Article 4 of this Regulation, the liquidation of such stock credit institutions
shall comply with the provisions of the legislation on enterprises bankruptcy.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
4. If their licenses are withdrawn in cases
other than those specified in Clauses 1, 2 and 3 of this Regulation, the
concerned stock credit institutions shall have to immediately conduct the
liquidation under the State Bank�s
supervision.
Chapter II
SPECIFIC PROVISIONS
ITEM 1: WITHDRAWAL OF
LICENSES
Article 4.- Cases where
a stock credit institution shall have its license withdrawn:
1. There’re evidences that the dossier of its
application for a license contains information untruthfully declared with
intention;
2. It fails to satisfy the operation conditions
stipulated in Clauses 1 and 3, Article 28 of the Law on Credit Institutions;
3. It operates for purposes other than those
prescribed in the license;
4. It has been compelled to dissolve by the
competent State agency;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
6. It has gone bankrupt;
7. It voluntarily applies for dissolution,
though it is capable of paying all debts.
Article 5.- Dossiers
proposing the license withdrawal
1. Where the stock credit institution
voluntarily applies for dissolution:
a/ A report of the chairman of the Managing Board
of the stock credit institution, proposing the withdrawal of its license. Such
report must clearly state the real situation of organization and operation of
the stock credit institution; the order and procedures for liquidation of
property; the debt-payment time-limit and plan; and the matters related to the
stock credit institution�s
responsibilities in the termination of its operation;
b/ The minutes and resolution of the
shareholders’ congress on the dissolution. A shareholders’ congress shall be considered
lawful only when it is attended by a number of shareholders representing
three-fourths (3/4) of the institution’s statutory capital; a resolution shall
be effective only when it is voted for by a number of shareholders representing
three-fourths (3/4) of the institution’s statutory capital, including by at
least three fourth (3/4) of the founding shareholders;
c/ The liquidation plan already adopted by the
shareholders’ congress;
d/ The asset inventory, the statement of profits
and losses and the report on the institution’s operation situation for the
three latest years (where the stock credit institution has been operating for
less than 3 years, the above-said duration shall be counted from the time the
institution started operation to the latest point of time); the account balance
sheet and financial statement of the stock credit institution by the time of
its application for dissolution;
e/ The comments of the People’s Committee of the
province or city where the stock credit institution is headquartered;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
g/ Other documents, if so requested by the State
Bank.
2. In other cases:
a/ The report of the director of the State Bank’s
branch in the locality where the stock credit institution is headquartered,
which proposes the Governor of the State Bank to decide the withdrawal of the
stock credit institution’s license and suggests handling measures to be applied
after the withdrawal of the institution’s operation license;
b/ The records of inspection, to determine the
violations or dossiers related to the merger, consolidation or transfer of
ownership according to the regulations of the Governor of the State Bank;
c/ The comments of the People’s Committee of the
province or city where the stock credit institution is headquartered.
Article 6.- Major
contents of a license-withdrawal decision
1. The name and address of the stock credit
institution;
2. The reasons for the license withdrawal;
3. The decision’s effective date;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
5. For cases mentioned in Clause 4, Article 3,
the following contents shall be added:
a/ The names and addresses of the persons who
take the main responsibility in the liquidation council of the stock credit
institution;
b/ The liquidation time-limit;
c/ The supervision of liquidation and the
responsibility as well as powers of the State Bank�s liquidation supervision team at the stock
credit institution.
Article 7.- Promulgation
of the license-withdrawal decision
1. The license-withdrawal decision shall be sent
to the concerned stock credit institution, the State Bank’s branch and the
People’s Committee of the province or city where the stock credit institution
is headquartered.
2. Within 5 days at most after the signing of
the license-withdrawal decision, the State Bank’s branch at the locality where
the stock credit institution is headquartered and the State Bank’s branch(es)
at the locality(ies) where the stock credit institution opens its branch(es)
shall have to announce on a local daily for three consecutive issues the
withdrawal of the stock credit institution�s
license.
3. Where the stock credit institution’s license
is withdrawn because the institution is bankrupt, the operation license-
withdrawal decision shall be addressed to the concerned agencies as prescribed
by the legislation on the enterprises�
bankruptcy.
Article 8.-
Responsibilities of the stock credit institution
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. Within 30 days after the shareholders’
congress decides its dissolution, the stock credit institution shall have to
compile a dossier as stipulated in Clause 1, Article 5 of this Regulation and
submit it to the Governor of the State Bank for consideration and decision (via
the State Bank’s branch in the province or city where it is headquartered).
3. The stock credit institution mentioned in
Clause 4 of Article 3 shall have to make commitment on its capability of making
payments to the creditors and take self-responsibility for its liquidation.
Within 5 days after the Governor of the State Bank signs the decision to
withdraw the license, the institution shall have to announce on a centrally-run
newspaper as well as the newspapers run by the localities where its head office
and branch(es) are located for 5 consecutive issues its dissolution, order and
procedures for the liquidation of property, debt-payment time and time-limit
and its lawful representatives in the liquidation process.
4. Right from the time the license-withdrawal decision
takes effect, the stock credit institution shall have to:
a/ Immediately terminate all capital-mobilizing
and -lending activities;
b/ Cease the calculation of payable interests or
interests to be collected before the payment time-limit; liabilities and assets
of the credit institution which is considered as no longer operative;
c/ Completely terminate the transfer of
shareholders’ stocks. In case of its voluntary dissolution, the stock-transfer
termination shall be efffected from the time the shareholders� congress decides such
dissolution;
d/ Conduct the liquidation in strict compliance
with the current provisions of law.
ITEM 2: LIQUIDATION OF STOCK
CREDIT INSTITUTIONS
Article 9.- Liquidation
council
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. The liquidation council of the stock credit
institution shall comprise the chairman and vice chairmen of the Managing
Board, head of the Control Commission, general director (director), chief
accountant and a number of other members who are selected from among the
members of the Managing Board, the Control Commission, major shareholders’
representatives and major money depositors at the proposal of the stock credit
institution’s Managing Board and decided by the director of the State Bank’s
branch in the concerned locality.
3. The chairman of the Managing Board or a
vice-chairman of the Managing Board (in cases where the chairman is absent)
shall be the chairman of the liquidation council. In cases where the chairman
and vice-chairmen of the Managing Board are all absent, the Managing Board shall
meet to elect one of its members as the chairman of the liquidation council.
Article 10.-
Responsibilities of the liquidation council
1. To make a list of creditors and debtors, as
well as their respective debt amounts by the time the license-withdrawal decision
takes effect and a list of the stock credit institution’s property, for
handling, which shall include:
a/ People’s deposits;
b/ Deposits of credit institutions, economic
organizations, socio-political organizations, other organizations and individuals;
c/ Property rented or borrowed from credit
institutions, economic organizations, other organizations and individuals;
d/ Payment commitments and obligations such as
wages, taxes, etc.
e/ Loans, securities and mortgages;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
g/ Capital contributions and shares purchased at
credit institutions, economic organizations and other organizations;
h/ The leased and borrowed property;
i/ Other kinds of property of the stock credit
institution.
2. To work out the liquidation plan and
implement it after it is approved by the director of the State Bank�s branch in the locality
where the stock credit institution is headquartered and seek all possible
measures to recover the stock credit institution�s
loans and property, with a view to making payments to the creditors.
3. To organize the liquidation of the stock
credit institution in accordance with the current provisions of law. All the
stock credit institution’s revenues must be used to make payments for the
creditors according to the order of priority stipulated in Article 11 of this
Regulation.
Article 11.- Order of
priority for making payment to the creditors
1. Sums of money provided by the State and other
credit institutions, especially in forms of loans or deposits, aimed at
supporting the payment of the population�s
deposits in the period subject to special control (if any);
2. Money deposited by different people;
3. Debts of wage, severance allowance and social
insurance for laborers as prescribed by law and other interests stipulated in
the signed collective labor agreement and labor contracts;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
5. Fees and costs prescribed by law for the
liquidation of the stock credit institution;
6. Debts specified in the list of creditors;
7. Shareholders�
interests. The shareholders’ interests shall be settled only after all
obligations towards the creditors have been discharged. The remaining value
shall be distributed fairly by the stock credit institution to the shareholders
according to the latter�s
capital contribution percentages.
Article 12.- Ending the
liquidation
1. The stock credit institution shall end the
liquidation in the following cases:
a/ It has paid all debts to creditors;
b/ It is purchased by another credit institution
which agrees to pay all debts to the creditors of the stock credit institution;
c/ The liquidation time-limit has expired according
to the regulations of the Governor of the State Bank (including the extended
duration, if any);
d/ It is incapable of paying all debts to the
creditors.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
3. In the course of supervising the liquidation,
if deeming that the stock credit institution is incapable of making full
payments to the creditors mentioned in Point d, Clause 1 of this Article, the
liquidation-supervision team shall have to give its written comments so that
the director of the State Bank’s branch reports the situation to the president
of the provincial/municipal People’s Committee and propose the Governor of the
State Bank to end the liquidation in order to fill the bankruptcy procedures
according to the provisions of the legislation on enterprises’ bankruptcy.
Article 13.-
Liquidation costs
All costs incurred in the liquidation shall be
borne by the stock credit institution that has its license withdrawn.
ITEM 3: SUPERVISING THE
LIQUIDATION OF STOCK CREDIT INSTITUTIONS
Article 14.-
Liquidation supervision team
1. The Governor of the State Bank shall decide the
establishment of a liquidation supervision team in order to supervise the
liquidation of a stock credit institution (liquidation supervision team for
short), appoint the team leader and clearly define the tasks and powers of the
leader as well as members of the team.
2. The liquidation supervision team shall be
composed of at least 3 members recommended or decided, if so mandated, by the
director of the State Bank’s branch in the province or city where the stock
credit institution is headquartered. Where the stock credit institution has a
branch in other locality, the director of the State Bank’s branch in the
locality where the stock credit institution is headquartered shall send an
official dispatch to the State Bank’s branch in the locality where the stock
credit institution opens its branch, requesting the latter to appoint its
official to join the liquidation supervision team.
3. In cases where the Governor of the State Bank
appoints another credit institution to take part in the supervision of liquidation
of the stock credit institution, the appointment of members of the liquidation
supervision team shall be proposed by the general director of the concerned
credit institution and decided by the Governor of the State Bank.
4. The leader and members of the liquidation
supervision team shall be answerable before the director of the State Bank’s
branch in the locality where the stock credit institution is headquartered and
before the Governor of the State Bank for the performance of their assigned
tasks.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
1. Being the cadres of the State Bank’s branch,
working in such sections as the Inspectorate, the Section for Management of
Credit Institutions or the Section for General Affairs (for places where a
Section for Management of Credit Institutions is not available), the Credit
Section, the Foreign Exchange Section or the Accountancy Section; or being
cadres of the credit institutions designated by the Governor of the State Bank
to participate in the liquidation supervision.
2. Having banking knowledge and experiences and
having worked in the banking field for at least 3 years.
3. Not being shareholders, parents, spouses,
offsprings, blood siblings of members of the Managing Board, the Control
Commission, the general director (director) of the liquidated stock credit
institution.
Article 16.- Tasks and
powers of the liquidation supervision team
1. To direct the stock credit institution to add
members to the liquidation supervision team as stipulated in Clause 2, Article
9 and elaborate the liquidation plan according to the provisions of Clause 2,
Article 10 so as to submit it to the director of the State Bank’s branch for
approval.
2. To direct and supervise the stock credit
institution in inventorying all of its existing property; to request the stock
credit institution to invite its debtors and creditors to come for debt
comparison so as to determine the institution’s payment capability and sources
of capital for debt payment.
3. To request the liquidation council of the
stock credit institution to report and supply documents, information on the
organizational and financial situation as well as the general situation of the
stock credit institution at the time its license is withdrawn and the matters
arising in the liquidation process.
4. To supervise the whole process of liquidation
of the stock credit institution.
5. To submit periodical or extraordinary reports
to the director of the State Bank’s concerned branch, the president of the
concerned provincial/municipal People’s Committee and the Governor of the State
Bank on the process of liquidation of the stock credit institution. In case of
necessity, to make documents, proposing the relevant agencies to support the
stock credit institution in recovering its capital and property and dealing
with customers who deliberately delay the debt payment, thus causing material
losses to the stock credit institution.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
7. To propose the director of the State Bank’s branch,
the concerned local People’s Committee and the Governor of the State Bank to
handle matters arising beyond its competence as well as forms of handling of
the stock credit institution upon the liquidation completion in cases mentioned
in Article 12 of this Regulation.
8. To supervise the stock credit institution in
filling the procedures to terminate the latter’s legal person status by the end
of the liquidation.
9. The liquidation supervision team shall be
subject to the personal direction of the director of the State Bank’s branch in
the locality.
Chapter III
RESPONSIBILITIES OF THE
UNITS ATTACHED TO THE STATE BANK
Article 17.-
Responsibilities of the State Bank’s provincial/municipal branches:
1. The State Bank’s branch in the locality where
the stock credit institution is headquartered shall:
a/ Supervise, inspect and propose the Governor
of the State Bank to consider and decide the withdrawal of the stock credit
institution’s license;
b/ Guide, receive dossier, and consider and
evaluate it within 30 days after fully receiving it, then make a report thereon
and submit it together with the dossier (three sets) to the Governor of the
State Bank so that the latter may consider and decide the withdrawal of the
license of the stock credit institution that voluntarily applies for
dissolution according to Clause 7, Article 4 of this Regulation;
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
d/ Within 5 days after signing the
license-withdrawal decision, the director of the State Bank’s branch shall have
to issue a written approval of the list of persons to participate in the
liquidation council of the stock credit institution as its members (as
stipulated in Clause 2, Article 9);
e/ To submit to the Governor of the State Bank
for consideration and handling matters arising beyond its competence.
2. Responsibility of the State Bank’s branch in
the locality where the stock credit institution’s branch is located:
a/ To give timely comments to the State Bank’s
branch in the locality where the stock credit institution is headquartered,
when detecting that the stock credit institution’s branch in the locality
commits violation(s), in order to coordinate with the latter in the handling of
such violation(s);
b/ To coordinate with the State Bank’s branch in
the locality where the stock credit institution is headquartered in the
liquidation of such stock credit institution.
Article 18.-
Responsibility of the units at the State Bank’s head office:
1. The State Bank’s Inspectorate:
a/ To guide and direct the State Bank’s branches
in the provinces and/or cities to inspect and propose the withdrawal of
licenses of stock credit institutions. In case of necessity, to directly
propose the Governor of the State Bank to withdraw the stock credit
institutions’ licenses;
b/ To consider and evaluate the real situation
of operation and financial capability of stock credit institutions as mentioned
in Article 4 of this Regulation.
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
2. The Department for the Banks and Non-Bank Credit
Institutions:
a/ To guide the State Bank’s branches and stock
credit institutions in the implementation of this Regulation;
b/ To coordinate with the concerned units in
evaluating and submitting to the Governor for decision the withdrawal of
licenses of stock credit institutions when receiving such written proposals
attached to the relevant dossiers from the State Bank’s branches in the
localities where the stock credit institutions are headquartered or proposals
from the State Bank’s inspectorate;
c/ To suggest the handling of matters related to
the withdrawal of licenses and liquidation of stock credit institutions.
3. The Legal Department:
a/ To revise the legal documents and regulations
issued by the banking sector and related to the license withdrawal, liquidation
and supervision of liquidation of stock credit institutions so as to propose
the Governor of the State Bank to make necessary amendments and/or supplements
thereto, thus making them conform to the current provisions of law;
b/ To assume the prime responsibility in
coordinating with the relevant agencies in handling legal matters in the
process of liquidation of stock credit institutions.
4. Other units shall have to consider and report
to the Governor of the State Bank on matters related to the withdrawal of
licenses of stock credit institutions according to their respective functions,
tasks and powers.
Chapter IV
...
...
...
Please sign up or sign in to your Pro Membership to see English documents.
Article 19.- Any
amendments and/or supplements to this Regulation shall be decided by the Governor
of the State Bank.
FOR THE GOVERNOR OF
THE STATE BANK
DEPUTY GOVERNOR
Tran Minh Tuan