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STATE
BANK OF VIETNAM
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THE
SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No.
28/2018/TT-NHNN
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Hanoi,
November 30, 2018
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CIRCULAR
ON
AMENDMENTS TO CIRCULAR NO. 40/2011/TT-NHNN DATED DECEMBER 15, 2011 OF THE GOVERNOR
OF THE STATE BANK ON ISSUANCE OF LICENSE AND THE ORGANIZATION, OPERATION OF
COMMERCIAL BANKS, FOREIGN BANK'S BRANCHES, REPRESENTATIVE OFFICES OF FOREIGN
CREDIT INSTITUTIONS, OTHER FOREIGN ORGANIZATIONS THAT HAVE BANKING ACTIVITIES
IN VIETNAM
Pursuant to the Law on State Bank
of Vietnam dated June 16, 2010;
Pursuant to the Law on Credit
institutions dated June 16, 2010 and the Law on amendments to the Law on Credit
institutions dated November 20, 2017;
Pursuant to Government's Decree
No. 16/2017/ND-CP dated February 17, 2017 on functions, tasks, powers and
organizational structure of the State bank of Vietnam;
At the request of the Chief of
the Banking Inspection and Supervision Department;
The Governor of the State bank
of Vietnam promulgates a Circular on amendments to Circular No. 40/2011/TT-NHNN
dated December 15, 2011 of the Governor of the State Bank on issuance of
license and the organization, operation of commercial banks, foreign bank's
branches, representative offices of foreign credit institutions, other foreign
organizations that have banking activities in Vietnam.
Article 1. Amendments to
Circular No. 40/2011/TT-NHNN dated December 15, 2011 of the Governor of the
State Bank on issuance of license and the organization, operation of commercial
banks, foreign bank's branches, representative offices of foreign credit
institutions, other foreign organizations that have banking activities in
Vietnam (hereinafter referred to as Circular No. 40/2011/TT-NHNN)
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“Article 3. Competence of making
decision on the issuance of a License
The Governor of the State Bank
shall decide on the issuance of a License in accordance with the Law on credit
institutions, of this Circular and relevant laws.”
2. Amendments to Clause 2 Article
6:
“2. The fee amount for issuance of
a license shall be in accordance with laws on fees and charges.”
3. Amendments to the name of Section 2 Chapter II:
“Section 2. ELIGIBILITY
REQUIREMENTS FOR FOUNDING SHAREHOLDERS OF JOINT-STOCK COMMERCIAL BANKS, FOUNDING
MEMBERS OF JOINT VENTURE BANKS, OWNERS WHO ARE FOREIGN CREDIT INSTITUTIONS OF WHOLLY
FOREIGN-OWNED BANKS, PARENT BANKS OF FOREIGN BANK BRANCHES”
4. Amendments to Article 9:
“Article 9. Eligibility
requirements for founding shareholders of joint-stock commercial banks”
5. Amendments to Article 10:
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6. Amendments to Article 11:
“Article 11. Eligibility requirements
for parent banks of foreign bank branches”
7. Amendments to point a Clause 4
Article 14:
a) Curriculum of vitae using the
form as provided for in Appendix 03 of this Circular; police (clearance)
certificate:
As for people with Vietnamese
nationality: The police (clearance) certificate is issued by the juridical
record authority, which must contain full information about statuses of criminal
convictions (including expunged and non-expunged criminal convictions) and prohibitions
from holding certain positions, establishing and managing enterprises and cooperatives;
As for people without Vietnamese
nationality: The police (clearance) certificate or an equivalent document (with
full information about the criminal convictions, including expunged and non-expunged
criminal convictions; prohibitions from holding certain positions, establishing
and managing enterprises and cooperatives) must be issued by a Vietnamese
authority or a foreign authority as prescribed;
The police (clearance) certificate
or an equivalent document must be issued by a competent authority within 6
months before the submission of the application for a License;”
8. Amendments to point a(iii)
Clause 3 Article 15:
“(iii) Apart from the required
documents as above, the founding shareholders are required to submit following
documents:
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The police (clearance) certificate must
be issued by a competent authority within 6 months before the submission of the
application for a License;
- Financial statements of 3
consecutive years prior to the year of applying for the license of the
enterprise managed by the founding shareholders or the copy of bachelor’s
degree or higher in economics or law;
- A list of assets which have the
value of 100 million VND or above, debts and supporting documents of
individuals using the form as provided for in Appendix 07 of this Circular;”
9. Amendments to point b (vi) Clause
3 Article 15:
“(vi) 9-digit or 12-digit identity
card or passport of the legal representative and the representative for the
contributed capital of the entity at the bank;”
10. Amendments to point b (ix)
Clause 3 Article 15:
“(ix) Apart from the required
documents as above, founding shareholders are required to submit following
documents:
- A curriculum vitae of the
representative for the contributed capital using the form as provided for in
Appendix 03 of this Circular, a police (clearance) certificate in compliance
with point a clause 4 Article 14 of this Circular;
- Financial statements of 5
consecutive years prior to the year of applying for the License which were
independently audited by an audit firm that is a member in the list of audit
firms published by the Ministry of Finance qualified to audit enterprises and
these financial statements do contain any qualified opinions from the audit
firm;”
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“4. Curriculum vitae of the
expected General Director (Director) of the foreign bank’s branch using the
form as provided for in Appendix 03 of this Circular with confirmation of the
parent bank; a police (clearance) police in accordance with point a clause 4
Article 14 of this Circular; copies of degrees and certificates demonstrating
their professional qualifications and supporting documents demonstrating their
eligibility as provided for in the Law on credit institutions and relevant
regulations of applicable laws of the expected General Director (Director).”
12. Amendments to Clause 7
Article 18:
“7. Curriculum vitae of the
expected Chief of the representative office using the form as prescribed in
Appendix 03 of this Circular with confirmation of the foreign credit
institution, other foreign organization that have banking activities, a police
(clearance) certificate in accordance with point a clause 4 Article 14 of this
Circular; copies of degrees and certificates demonstrating their professional
qualifications of the expected Chief of the representative office in Vietnam.”
13. Amendments to point b Clause
2 Article 23:
”b) To be located within the
territory of Vietnam, at a specified address with name of the building (if
any), house number, street (alley), commune/ward/town, suburban district/urban
district/district-level town, provincial-affiliated city, province/central-affiliated
city; phone number, fax number, and email (if any). In case where the
commercial bank registers to locate its head office at more than one house
number or buildings with different addresses, such house numbers and buildings
must be adjacent to each other;”
14. Amendments to point b Clause
3 Article 23:
“b) To be located within the
territory of Vietnam, at a specified address with name of the building (if
any), house number, street (alley), commune/ward/town, suburban district/urban
district/district-level town, provincial-affiliated city,
province/central-affiliated city; phone number, fax number, and email (if any).”
15. Amendments to Clause 4
Article 23:
“4. Location of a representative office
must be within the territory of Vietnam, at a specified address with name of
the building (if any), house number, street (alley), commune/ward/town,
suburban district/urban district/district-level town, provincial-affiliated
city, province/central-affiliated city; phone number, fax number, and email (if
any).”
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“b) Get the opinion from the Ministry
of Public Security on the list of staff to be elected, appointed as member of
the Board of Directors, Board of Members, member of Controllers’ Committee and
General Director (Director) of commercial bank, General Director (director) of
foreign bank’s branch, chief of representative office.”
17. Amendments to Clause 2
Article 35:
“2. Within 15 days of receiving the
document from the State Bank, the relevant agencies as stated above shall give
their written opinions to the State Bank.”
18. Amendments to Clause 6
Article 36:
“6. Information Technology
Department:
a) Within 30 days since the Bank
Inspection and Supervision Department gives a written request, the Banking
Information Technology Department shall appraise the application for a license
and send a document to the Banking Inspection and Supervision Department;
b) To assess all matters concerning
the information technology of the commercial bank, foreign bank’s branch.”
19. Amendments to Point b section
4 Appendix 05a and point b section 6 Appendix 05b:
“b) Not to use the raised capital, capital
borrowed from other organizations, individuals for contributing capital; to
take legal responsibility for the legality of the capital contributed to the
establishment of the bank;”
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1. Annul “and shall apply for registration of such
amendments to its Charter with the State Bank according to the provisions of Clause
3 Article 27 of this Circular” in point c clause 3 Article 18b of Circular No. 40/2011/TT-NHNN
(supplemented by clause 3 Article 1 of Circular No. 17/2017/TT-NHNN dated November
20, 2017 of the Governor of the State bank of Vietnam on amendments to Circular
No. 40/2011/TT-NHNN).
2. Annul “and a written confirmation of charter
registration by the commercial bank” in point a (ii) clause 2 Article 36 of Circular
No. 40/2011/TT-NHNN.
3. Change
the phrase “ID card” into “9-digit or 12-digit identity card or passport” in
Appendix 07 of Circular No. 40/2011/TT-NHNN.
4. Annul Article 7, Article 8, clause 1 Article 9, clause
1 Article 10, clause 1 Article 11, Article 12, Article 20, Article 21, Article
24, Article 27, Article 28 of Circular No. 40/2011/TT-NHNN.
Article 3. Implementation
Director of the Administrative
Department, Chief of the Banking Inspection and Supervision Department, Head of
units of the State Bank of Vietnam, General Managers of State Bank’s branches
in provinces, cities, President of the Board of Directors, President of Board
of Members, General Director (Director) of commercial banks, General Director
(Director) of foreign bank’s branches, Chief of representative offices of
foreign credit institutions, other foreign organizations having banking
activities shall implement this Circular.
Article 4. Implementation
This Circular comes into force as
of January 15, 2019./.
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PP.
THE GOVERNOR
DEPUTY GOVERNOR
Nguyen Dong Tien