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THE STATE BANK OF VIETNAM
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SOCIALIST REPUBLIC OF VIETNAM
Independence-Freedom-Happiness
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No. 07/2004/TT-NHNN
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Hanoi, November 01st,
2004
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CIRCULAR
ON THE AMENDMENT OF POINT 17.2 OF
THE CIRCULAR No. 08/2001/TT-NHNN OF SEPTEMBER 06th, 2001 OF
THE GOVERNOR OF THE STATE BANK GUIDING THE IMPLEMENTATION OF THE DECREE No.
16/2001/ND-CP OF MAY 02nd, 2001 ON THE ORGANISATION AND OPERATION OF
FINANCE LEASING COMPANIES
On 6 September 2001, the Governor of the State
Bank issued the Circular No. 08/2001/TT-NHNN guiding the implementation of the
Decree No. 16/2001/ND-CP dated 2 May 2001 of the Government on the organisation
and operation of Finance Leasing Companies. Now the State Bank of Vietnam makes
amendment of the point 17.2 of the Circular No. 08/2001/TT-NHNN dated 6
September 2001 of the State Banks Governor as follows:
1. Procedures, files for the State Banks
approval of changes:
1.1. File for the change of the finance leasing
companys name
a. A written application of the Chairperson of
the Board of Directors of the Finance Leasing Company for the change of the
companys name. The application should provide clear reasons and the necessity
thereof;
b. A Minutes and a Resolution of the Board of
Directors of the Finance Leasing Company on the change of the companys name;
c. Written acceptances from the Credit
Institution to which the Finance Leasing Company is a subsidiary; capital
contributing parties to the joint venture Finance Leasing Company; foreign
parties to the Finance Leasing Company with 100% foreign owned capital,
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1.2. File for the change of charter capital
level
a. A written application of the Chairperson of
the Board of Director of the Finance Leasing Company for the change of the
charter capital level, which clearly state the necessity, reasons thereof and
solutions for shortcomings (if any) prior to the change;
b. A Minutes and a Resolution of the finance
leasing companys Board of Directors on the change of the companys charter
capital;
c. Written acceptances from the Credit
institution to which the Finance Leasing Company is a subsidiary; capital
contributing parties to the joint venture finance leasing company; foreign
parties to the Finance Leasing Company with 100% foreign owned capital for the
change of the charter capital;
d. A report on the most recent organization and
operation of the finance leasing company;
e. A joint stock Finance Leasing Company shall,
in addition to above mentioned files, submit following documents to the State
Bank:
+ A Minutes of the shareholders Meeting on the
change of the charter capital;
+ A plan on the change of the charter capital
ratified by the shareholders Meeting;
+ A list of and the share ratio of major
shareholders prior to and after the change of the finance leasing companys
charter capital;
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1.3. File for the change of location of the
Head office, branch, representative office
a. A written application of the Chairperson of
the Board of Directors of the Finance Leasing Company for the State Banks
approval of the change of location of its Head Office, branch, representative
office, which clearly state reasons for the location movement, location to move
to, the security status of new location;
b. A Resolution of the Board of Directors of
joint stock financial leasing companies, joint venture financial leasing
companies, financial leasing companies, which are a subsidiary of a credit
institution with a separate Board of Directors and a control committee on the
change of Head offices, branchs, representative offices location;
c. A written approval of the Peoples Committee
in province, city of the location of the Head Office, branch, representative
office of the finance leasing company;
In case where the Peoples Committee of
provinces, cities does not make any approval or only issues its approval after
the State Bank has made its acceptance in writing of the change of the Head
offices, branchs, representative offices location, the Finance Leasing Company
shall clearly state that in the written application of the Chairperson of the
Board of Directors for the State Banks consideration;
d. A written confirmation of the ownership or
the legal use right of the new location of the Head office, branch,
representative office;
e. Written opinion of the General Manager of
the State Banks branch in province, city where the financial leasing plans to
locate its Head office, branch, representative office.
1.4. File for the change of operation contents,
scope and duration
a. A written application of the Chairperson of
the Board of Director of the Finance Leasing Company for the change of the
operation contents, scope and duration, which clearly state the necessity,
reasons thereof and solutions for shortcomings (if any) prior to the change;
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c. A written acceptance from the Credit
institution to which the Finance Leasing Company is a subsidiary with a
separate Board of Directors and Control Committee; capital contributing parties
to the joint venture finance leasing company; foreign parties to the Finance
Leasing Company with 100% foreign owned capital,
d. A report on the most recent organization and
operation of the finance leasing company;
e. A Minutes, Resolution of the Shareholders
Meeting for the joint stock finance leasing company.
1.5. File for the transfer of the contributed
capital part that exceeds stipulated ratio of the parties to a joint venture
finance leasing company
a. A written application of the Chairperson of
the Board of Director of the Finance Leasing Company for the State Banks
approval of the transfer of the contributed capital by the transferor in the
joint venture to the transferee, which clearly states the reason thereof and
solutions for shortcomings (if any) prior to the transfer;
b. A Meeting minutes of the Board of Directors
of the joint venture Finance Leasing Company on their agreement with the
capital transfer;
c. A written notification to the State Bank by
the transferor of the partial or entire transfer of his contributed capital in
the joint venture finance leasing company;
d. A written document of the transferee
requesting the State Bank to permit him to repurchase partially or wholly the
transferors capital contribution in the joint venture finance leasing company;
e. In case where the transferee party is not
one of parties to the joint venture, it must submit supplementary documents as
stipulated in point 9 Section II of the Circular No. 08/2001/TT-NHNN dated 6
September 2001 guiding the implementation of the Decree No. 16/2001/ND-CP dated
2 May 2001 of the Government on the organization and operation of the finance
leasing company.
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a. A written application of the Chairperson of
the Board of Directors
b. An application for the transfer of
shareholders share (for shareholders being legal entities, their application
must be signed and sealed by a representative of the legal entity);
c. An application for the share purchase of
shareholders, which undertakes the legality of the source of funds, which is
used to purchase share, accepts the financial status, the charter of the joint
stock Finance Leasing Company and undertakes to comply with provisions of
applicable laws relating to the share purchase (for shareholders being a legal
entity, their application must be signed and sealed by a representative of the
legal entity);
d. File of shareholders who make the share
transfer of less than 20% of the charter capital;
e. Other documents relating to the change,
transfer of share.
1.7. Change of members of the Board of Directors,
members of the Control Committee and General Director (Director): to be
performed in accordance with Provisions on the organization and operation of
the Board of Directors, Control Committee, General Director (Director) of
non-bank credit institutions issued in conjunction with the Decision No.
516/2003/QD-NHNN dated 26 May 2003 of the State Banks Governor.
1.8. Sequences and procedures for the
acceptance of changes of a finance leasing company
a. For joint stock financial leasing companies
The file is made in 3 sets and submitted to the
State Banks branch in province, city where a Finance Leasing Company locates
its Head office. Within a maximum period of 15 (fifteen) working days from the
receipt of complete file, the State Banks branch in province, city gives it
written opinion on the request for change of the Finance Leasing Company and
submits it to the State Bank, enclosed with 2 sets of file of the finance
leasing company.
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b. For other financial leasing companies
The file is made in 2 sets and submitted to the
State Bank of Vietnam (Banks Department). In the case of the Finance Leasing
Company which is a subsidiary of a credit institution and does not have a
separate Board of Directors, Control Committee, documents to be made by the
Chairperson of the Board of Directors of the Finance Leasing Company as
stipulated in points 1.1.a, 1.2.a, 1.3.a and point 1.4.a is replaced by those
of the Chairperson of the Board of Directors of the credit institution to which
the Finance Leasing Company is a subsidiary.
c. Within a period of 15 (fifteen) working days
from the receipt of complete file in accordance with applicable provisions, the
Governor of the State Bank will consider, accept the changes of the finance
leasing company. In case of non-acceptance, the State Bank provides its written
response, which clearly states the reason thereof.
d. The Finance Leasing Company must send a
written registration (notarised copy) of changes issued by the State competent
agency and other related documents to the State Bank of Vietnam (Banks
Department). For a joint stock finance leasing company, it is required to send
a further set of above-mentioned documents to the State Banks branch in
province, city where it locates its head office.
1.9. Responsibilities of units of the State
Bank
a. The Department of Banks and Non-Bank Credit
Institutions, the State Banks branches in provinces, cities shall be
responsible
- To receive the application file for the
acceptance of changes of the Finance Leasing Company in compliance with
sequences and procedures as provided for in point 1 of this Circular;
- To coordinate with related Departments of the
State Bank to consider and submit to the State Bank for his acceptance of
changes of the finance leasing company.
b. The State Banks Inspectorate shall be
responsible
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- To organize the inspection, supervision of
the implementation of changes of the finance leasing company; undertake under
its competence and recommend to the Governor of the State Bank of the
settlement of violations of provisions in this Circular.
2. This Circular is effective after 15 days
from its publication in the Official Gazette.
3. The Director of the Administrative Department, Directors of Banks and
non-bank Credit Institutions Department, Heads of units of the State Bank,
General Managers of the State Banks branches in provinces, cities under the
central Governments management, Chairperson of the Board of Directors and
General Directors (Directors) of Credit Institutions which have subsidiary
financial leasing companies, Chairperson of the Board of Directors, Control
Committee and General Directors (Directors) of financial leasing companies
shall be responsible for the implementation of this Circular.
FOR THE GOVERNOR OF THE STATE BANK
DEPUTY GOVERNOR
Tran Minh Tuan