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STATE BANK OF
VIETNAM
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No.
03/2007/TT-NHNN
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SOCIALIST
REPUBLIC OF VIETNAM
Independent –
Freedom – Happiness
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Hanoi,
05 June 2007
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CIRCULAR
GUIDING THE IMPLEMENTATION OF SEVERAL ARTICLES OF THE DECREE
NO. 22/2006/ND-CP DATED 28 FEBRUARY 2006 OF THE GOVERNMENT ON THE ORGANIZATION
AND OPERATION OF FOREIGN BANK BRANCHES, JOINT VENTURE BANKS, 100% FOREIGN OWNED
BANKS, REPRESENTATIVE OFFICE OF FOREIGN CREDIT INSTITUTIONS IN VIETNAM
Pursuant to Article 67 of the
Decree No.22/2006/ND-CP dated 28 February 2006 of the Government on the
organization and operation of foreign bank branches, joint venture banks, 100%
foreign owned banks, representative office of foreign credit institutions in
Vietnam (hereinafter referred to as the Decree), the State Bank of Vietnam
(hereinafter referred to as the State Bank) hereby provides guidance on the
implementation of the Decree as follows:
Part I
GENERAL PROVISIONS
I. GOVERNED
SCOPE AND SUBJECTS OF APPLICATION
1. This Circular provides
guidance on the implementation of several Articles of the Decree which are
applicable to foreign bank branches, joint venture banks, 100% foreign owned
banks, representative office of foreign credit institutions in Vietnam
II.
INTERPRETATION
In this Circular, following terms
shall be construed as follows:
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3. “Executive officers” include
General Manager (Manager), Deputy General Manager (Deputy Manager), Chief
Accountant; chief, deputy chief of units, departments of management, operation.
4. “Opening of operation” means
the commencement of banking activities; “date of operation opening” means the
date of commencing the operation.
III.
CONDITIONS, FILE, PROCEDURES OF ISSUANCE OF THE LICENSE FOR OPENING A FOREIGN
BANK BRANCH; ESTABLISHMENT AND OPERATION LICENSE OF A JOINT VENTURE BANK, A
100% FOREIGN OWNED BANK; LICENSE FOR OPENING REPRESENTATIVE OFFICE OF FOREIGN
CREDIT INSTITUTION (HEREINAFTER REFERRED TO AS LICENSE)
5. Conditions for the issuance
of license
5.1 Conditions generally applicable
to foreign bank branches, joint venture banks, 100% foreign owned banks
a. Foreign bank must not
seriously violate provisions on banking activity and other provisions of
applicable laws of its home country within the latest 3 consecutive years prior
to the year applying for the license till the time when the State Bank handles,
considers application file for the issuance of the license;
b. Foreign bank must have
experience in international operation, is ranked from average and stable
upwards by international credit rating organizations, can prove its ability to
perform financial commitments and operate normally even when economic
situation, condition changes in an inconvenient tendency;
c. Foreign bank must have a
healthy financial situation, satisfying following minimum criteria:
- To achieve the minimum
adequacy capital ratio of 8% upwards and prudential ratios in accordance with
international rules, have bad debt ratio (NPL) of less than 3% from the year
prior to the year applying for the license till the time where the State Bank
considers the application file for the issuance of the license;
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d. Competent supervision, inspection
agency of the home country is capable of supervising entire activities of the
foreign bank on synthetic basis under international rules; has entered into
commitments (memorandum of understanding, agreement, exchange letter and other
documents of the equivalent value) with the State Bank of the cooperation in
the management, supervision to activities and information exchange.
5.2. Conditions for opening a
foreign bank branch
Besides general conditions
stipulated in point 5.1 hereinabove, a foreign bank (parent bank) must satisfy
following conditions to be granted the License for the opening of a branch:
a. Conditions provided for in
paragraph 2, Article 106 of the Law on credit institutions, including:
- Appropriated capital of the
foreign bank branch is at least equal to the legal capital in accordance with
applicable provisions of the Government;
- Executive officers possess
full civil act capacity and professional qualifications correspondent to
banking activity; General Manager (Manager) of the foreign bank branch must at
least satisfy following required conditions:
+ Being in good health, having
professional morality, being honest, incorruptible, knowledgeable about laws
and conscious of compliance with the laws;
+ Graduating at least from
university, major in economics, banking, finance, law, business administration;
+ Having at least 3 years of
experience in finance, banking area;
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- Being permitted to open a bank
branch in Vietnam by the competent agency of its home country;
- Availability of a written
document issued by the competent agency of its home country ensuring the
ability of supervision over the entire activities of the branch in Vietnam;
- Availability of a written
document issued by the foreign bank ensuring the responsibility taking for all
obligations and commitments of its branch in Vietnam; ensuring the maintenance
of actual value of appropriated capital of the branch not to be lower than the
legal capital and fully satisfying provisions on operational prudence in
accordance with applicable provisions of the State Bank.
b. Total assets of the foreign
bank as of the year prior to the year applying for the license are at least
equal to USD 20 billion.
5.3. Conditions for
establishment and operation of a joint venture bank, 100% foreign owned bank
Besides general conditions
stipulated in point 5.1 hereinabove, the foreign bank must satisfy following
conditions to be granted the establishment and operation License of joint
venture bank, the establishment and operation license of 100% foreign owned
bank:
a. Conditions provided for in paragraph
1, Article 22 of the Law on credit institutions, including:
- Minimum charter capital of the
joint venture bank, 100% foreign owned bank is equal to the legal capital in
accordance with applicable provisions of the Government;
- Managerial, executive officers
of joint venture bank, 100% foreign owned bank must possess full civil act
capacity and professional qualifications correspondent to the bank activity;
members of the Board of Directors, Board of Supervision, executive officers
must fully satisfy conditions, standards in accordance with provisions of the
Law on credit institutions and guidance of the State Bank on the conditions,
standards for members of the Board of Directors, Controllers Committee,
executive officers of credit institution:
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- Charter on the organization
and operation of the joint venture bank, 100% foreign owned bank must be in
accordance with provisions of applicable laws of Vietnam;
b. Foreign banks and capital
contributors being foreign organizations must be permitted to participate in
the establishment of the joint venture bank, 100% foreign owned bank in Vietnam
by the competent agency of their home country;
c. Total assets of the foreign
bank by the end of the year prior to the year applying for the license shall be
at least equivalent to USD 10 billion;
d. The foreign bank and capital
contributors must make a written commitment with the State Bank on:
- Being ready to give support to
the 100% foreign owned bank, joint venture bank in Vietnam in terms of finance,
technology, management, execution and operation
- Ensuring to maintain the
actual value of the charter capital of 100% foreign owned bank, joint venture
bank not to be lower than the legal capital and fully satisfy provisions on
operational prudence in accordance with applicable provisions of the State
Bank.
e. Vietnamese banks making
capital contribution to the establishment of a joint venture bank or foreign
organizations which are not foreign banks making contribution capital to the
establishment of the 100% foreign owned bank must be either foreign banks or prestigious
organizations which have financial capacity; operate healthily, perform
efficient, profitable business activity under above mentioned principles of
this Circular. Specifically, Vietnamese banks must satisfy following
conditions:
- The operation time is at least
5 years;
- Total assets is at least VND
10,000 billion, rate of bad debt is less than 2% of the total outstanding debt,
not committing any violation to provisions on prudence in banking activity as
stipulated by the State Bank of Vietnam by the year prior to the year applying
for the license till the time where the State Bank considers the application
for license;
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5.4. Conditions for opening a
representative office of foreign credit institution
a. Foreign credit institution
must be a legal entity authorized to engage in banking activity in its home
country;
b. Foreign credit institution
must be authorized by the competent agency of its home country to open a
representative office in Vietnam
c. Foreign credit institution
has set up a cooperative relationship with Vietnam economic organizations or
has a demand for looking for, promoting, developing the cooperative
relationship with Vietnam economic organizations;
d. Foreign credit institution
must not seriously violate provisions on banking activity and other provisions
of the laws of its home country within the latest 3 consecutive years prior to
the year applying for the license till the time when the State Bank handles,
considers application file for the issuance of the license;
6. Application file for a
license
6.1. Application file for the
license of opening a foreign bank branch
a. Application file for the
license of opening the foreign bank branch shall be signed by a competent
representative of the foreign bank (Appendix 1a attached);
b. A business plan which can
prove the feasibility; including following main and required contents:
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- Expected operation location
and human resource;
- Organization structure,
managerial, executive, internal audit apparatus; system of internal inspection,
control, regime on prevention from and combating against money laundering is
organized sensibly in line with provisions of Vietnamese laws and international
rules;
- Operational content, method of
business operation;
- General report of assets;
income and expense statement, cash flow statement, major financial indexes,
expected prudential ratios and related notes demonstrating the economic
interest and calculation of economic efficiency in the first 3 years of
operation of the foreign bank branch in Vietnam;
c. Charter of the foreign bank;
d. The curriculum vitae (which
is certified by the foreign bank) and diplomas, certificates evidencing the capability
and professional qualification of General Manager (Manager) of the foreign bank
branch;
e. A copy of the establishment
and operation License of the foreign bank issued by the competent agency of its
home country;
g. Written document issued by the
competent agency of its home country permitting such foreign bank to open a
foreign bank branch in Vietnam; Where a written acceptance is not required in
accordance with provisions of the home country, an evidence thereof shall be
needed;
h. Written document issued by
the competent agency of its home country confirming the compliance with the
laws and financial status of the foreign bank within the latest 3 consecutive
years prior to the application for the license which evidences its ability to
satisfy the conditions provided for in item a, c, point 5.1 mentioned above;
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k. Audited annual financial
statements in the latest 3 years of the foreign bank;
l. Written document or materials
of international credit rating organizations (Moody’s, Standard & Poor,
Fitch...) on credit rating for the foreign bank;
m. Written document of the
foreign bank ensuring to take full responsibility for all obligations and
commitments of its branch in Vietnam; ensuring to maintain the actual value of
appropriated capital of the branch not lower than the legal capital and fully
satisfy provisions on operational prudence in accordance with provisions of the
State Bank.
n. General overview on the
establishment history, development and operation process of the foreign bank
till the reporting time, and development orientation in the future.
6.2. Application file for the
issuance of an establishment and operation license of a joint venture, 100%
foreign owned bank:
a. Application file for the
issuance of the establishment and operation license of the joint venture bank
in Vietnam shall be signed by the competent representative of parties to the
joint venture (Appendix 1b attached); Application file for the issuance of the
establishment and operation license of the 100% foreign owned bank shall be
signed by the competent representative of the parent bank (Appendix 1c
attached)
b. An business plan (which has
been approved by the joint venture parties, parent bank, capital contributors)
which can prove the feasibility; including following main and required
contents:
- Necessity to establish the
bank, customers’ demand, ability to satisfy the demand for banking service,
ability to manage risk types, ability to apply modern technology in the
management of banking activity and risks;
- Expected operation location
and human resource;
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- Operational content, method of
business operation;
- General report of assets;
income and expense statement, cash flow statement, major financial indexes, expected
prudential ratios and related notes demonstrating the economic interest and
calculation of economic efficiency in the first 3 years of operation of the
joint venture bank, 100% foreign owned bank;
c. The curriculum vitae
certified by the competent agency (the agency for which that person is working;
the agency that manages, monitors personal curriculum vitae, etc…) and
diplomas, certificates evidencing the capacity and professional qualification
of members of the Board of Directors, Controllers Committee and General Manager
(Manager) of the joint venture bank, 100% foreign owned bank;
d. List of capital contributors,
level of charter capital contribution and specific capital contribution plan
which is signed, undertaken by all parties and clearly states: value of
contributed capital in foreign currency, in Vietnam Dong, in assets (for this
case, it is required to provide a written document evidencing the valid
ownership and valuation of assets);
e. Audited annual financial
statements in the latest 3 years of capital contributors;
g. Joint venture contract
containing major contents in accordance with provisions of applicable laws for
joint venture bank; contract and agreement of capital contribution among
capital contributors for 100% foreign owned bank;
h. Copy of the establishment and
operation license of capital contributors;
i. Written document issued by
the competent agency of its home country permitting such foreign bank to make
capital contribution to the joint-venture bank; permitting the parent bank and
other foreign capital contributors to make capital contribution to 100% foreign
owned bank in Vietnam. Where the laws of its home country do not provide for
such document to be issued, the evidence proving this fact shall be required;
k. Written document issued by
the competent agency of its home country providing information of, confirming
the compliance with the laws and financial status of the foreign bank, of other
foreign capital contributors within the latest 3 consecutive years prior to the
application for the license which evidences its ability to satisfy the
conditions provided for in item a, c, point 5.1 mentioned above;
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m. Written document or materials
of international credit rating organizations (Moody’s, Standard & Poor,
Fitch...) on credit rating for the foreign bank;
n. Charter on the organization
and operation of capital contributors;
o. Draft Charter of the joint
venture bank, 100% foreign owned bank;
p. Written commitment of capital
contributors of:
- Being ready to give support to
joint venture bank, 100% foreign owned bank in Vietnam in terms of finance,
technology, management, execution and operation;
- Ensuring to maintain the actual
value of the charter capital of joint venture bank, 100% foreign owned bank not
to be lower than the legal capital and fully satisfy provisions on operational
prudence in accordance with provisions of the State Bank.
q. General overview on the establishment
history, development and operation process of capital contributors till the
reporting time, and development orientation in the future.
6.3. Application file for the
License of opening a representative office of foreign credit institution:
a. An application for the
opening of the Representative Office in Vietnam which is signed by a competent
representative of the foreign credit institution (Appendix 1d attached). The
application for the opening of the representative office must clearly state the
objective, scope of operation of the representative office;
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c. A written document issued by
competent agency of its home country permitting such credit institution to open
a Representative Office in Vietnam. Where the laws of its home country do not
provide for such document to be issued, the evidence proving this fact shall be
required;
d. A written document issued by
the competent agency of the home country providing information of, confirming
the compliance with provisions of applicable laws by the foreign credit
institution;
e. Audited annual financial
statements in the latest 3 consecutive years of the foreign credit institution;
g. Curriculum vitae of the Chief
of the representative office in Vietnam (which is certified by the foreign
credit institution);
h. General overview on the
establishment history, development and operation process of the foreign credit
institution till the reporting time, and development orientation in the future.
7. Procedures, process of
licensing, content of the License
7.1. Application file for the
issuance of the License shall be made into 2 sets, one in Vietnamese and one in
English, of which:
a. The application file made in
English must be legalized, except for following cases:
- The documents directly sent to
the State Bank by the competent agency of the home country
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b. Vietnamese copies and the
translations from English into Vietnamese must be certified by a Vietnam notary
office in accordance with provisions of applicable laws on notary; especially
for the translations of annual financial statements, it is acceptable for them
to be certified by agencies, organizations which have translation competence
and function. It is not required to translate Vietnamese documents, which are
the original (or duplicated from the Vietnamese original) and prepared in
Vietnam, into English.
7.2. Entire of the above
original file shall be made in two (02) additional copies and sent to the State
Bank (Banks and Non-banking Credit Institutions Department, hereinafter
referred to as Banks Department). Within a period of 20 working days since the
receipt of the file, the State Bank (Banks Department) shall make a written
confirmation of the full receipt of file or give a notice of the file state and
request to supplement information, file (in case of insufficiency and
invalidity). Within a period of 10 working days after the receipt of additional
information, file, the State Bank (Banks Department) shall make a written
confirmation of the full receipt of file or keep giving a notice of the file
state in accordance with hereinabove principles.
7.3. After the full receipt of
application file for the License, the State Bank (Banks Department) shall send
a written request for opinion about the proposal to issue the License to
following agencies:
a. People’s committee of
province, city under the central Government’s management where the branch, the
bank or representative office is to be located;
b. Ministry of Public Security
(Economic Security Department)
c. State Bank Inspectorate
d. State Bank branches in
province, city where the branch, the bank or representative office is to be
located.
Within a period of 30 working
days (and 20 working days for the case of the application file for the opening
of representative office) since the receipt of the document from the State
Bank, related agencies mentioned above must give their written opinion to
submit to the State Bank (Banks Department). Where it does not receive the
written opinion of related agencies within this period, the State Bank shall
consider that those agencies have no opinion against the application for the
license issuance.
7.4. Within a period of 90
working days (30 working days for the case of the application file for the
opening of representative office) from the full receipt of application file for
a License, the State Bank shall either approve or refuse the issuance of the
License. In case of refusal, the State Bank shall explain in writing the
reasons thereof.
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IV. EXTENSION
OF OPERATION DURATION
8. Conditions to be extended the
operation duration
8.1. Conditions for foreign
bank branch, joint venture bank, 100% foreign owned bank operating in Vietnam:
a. To operate efficiently, gain profit;
not to violate provisions on the prudence in banking activity; not to commit
other serious law violations for the latest 3 consecutive years prior to the
year applying for the extension till the time the State Bank considers the
application file for the extension of operation duration;
b. Managerial, executive,
internal audit apparatus and internal inspection, control system operates
stably, safely, efficiently and in line with the laws.
8.2. Conditions for foreign
bank
a. Always well performing commitments
of the foreign bank for the branch, joint venture bank, 100% foreign owned bank
which is operating in Vietnam;
b. The foreign bank is accepted
by the competent agency of its home country to continue activities of the
branch, joint venture bank, 100% foreign owned bank in Vietnam;
c. Competent inspection,
supervision agency of its home country well performs the commitments with the
State Bank of Vietnam of the coordination in the management, supervision and
exchange of information relating to the supervision of banking activity;
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8.3. Conditions for
representative office of a foreign credit institution:
a. Representative office does
not commit serious law violation for at least 3 consecutive years prior to the
year applying for the extension of operation duration till the time the State
Bank considers application file for the extension of operation duration;
b. Besides above mentioned
conditions, the State Bank shall consider and issue the license of the
extension of operation duration based on the conditions applicable to the
issuance of a new license (the first issuance of license) stipulated in point
5.4, Section III mentioned above.
9. Application file for the
extension of the operation duration
a. An application for the
extension of the operation duration signed by a competent representative of the
foreign bank (parent bank), by foreign credit institution (for a foreign bank
branch, representative office of foreign credit institution); by the Chairperson
of the Board of Directors of 100% foreign owned bank, join venture bank (for
100% foreign owned bank, joint venture bank).
It is required to explain,
clearly state, in the application, the ability as well as commitment to satisfy
the conditions stated in paragraph 8, Section III mentioned above.
b. Resolution of the Board of
Directors of 100% foreign owned bank, Board of Directors of the joint venture
bank on continuing to extend the operation duration of 100% foreign owned bank,
joint venture bank in Vietnam;
c. A general overview on the
operation situation since the issuance of the License, which specifically
states the situation of operation, business in the latest 3 years and plan of
operation, business in coming period after the extension of the operation
duration;
d. Audited annual financial
statements of the latest 3 years of the foreign bank, foreign credit
institution; other capital contributors in 100% foreign owned bank, joint
venture bank.
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- Permitting the foreign bank,
foreign credit institution, other foreign capital contributors to continue
activities of the foreign bank branch, joint venture bank, 100% foreign owned
bank, representative office of foreign credit institution in Vietnam;
- Providing information of,
confirming the compliance with the law and the financial state of the foreign
bank, foreign credit institution, other foreign capital contributors within the
latest 3 consecutive years prior to the application for the operation
extension, which evidences the ability to satisfy the conditions provided for
in item a, c, point 5.1, Section III mentioned above.
g. Other documents upon request
of the State Bank.
10. Procedures, process of
operation extension
a. Application file for the
operation extension of foreign bank branch, joint venture bank, 100% foreign
owned bank shall be submitted to the State Bank (Banks Department) at least 180
days, or 60 days for representative office of foreign credit institution, prior
to the expiry of its operation duration;
b. The preparation of file,
procedures and process of operation extension shall be performed as for the
case of new license issuance stipulated in paragraph 7 Section III, Part I of
this Circular. The State Bank, however, does not require the legalization,
certification of the seal, signature for the file of operation extension,
except for case where it is required for several important documents which need
certifying according to the State Bank’s assessment.
V. LICENSING
FEE AND FEE FOR THE OPERATION EXTENSION
11. Within a period of 15
working days from the date where the License is granted, or the operation
extension is accepted, the joint-venture bank, 100% foreign owned bank, foreign
bank branch, representative office of foreign credit institution shall be
subject to the payment of fee for the license issuance, fee for operation
extension at Banking Operation Department of the State Bank.
12. The fee level for issuance
of a license or extension of operation duration shall be provided for by the
Ministry of Finance. This fee shall not be deducted from the legal capital and
refunded in any case.
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13. In order to carry out
activities, foreign bank branch, joint venture bank, 100% foreign owned bank
must fully satisfy the conditions for the opening of operation provided for in
Article 15 of the Decree.
14. At least 30 days prior to
the opening date, the foreign bank branch, the joint-venture bank, the 100%
foreign owned bank shall make a written report to the State Bank (Banks
Department, State Bank Inspectorate and State Bank branch in provinces, cities
where the head office is located) on the opening date, its full satisfaction of
the conditions for opening of operation, which include the condition of setting
up an appropriate internal inspection, control system ensuring the efficient
prevention and management of risk; at the same time inform the opening date to
the Business Registration Agency, the People’s Committee in province, city
under the central Government’s management where the branch and the bank is
located, and to related agencies, organizations in accordance with provisions
of applicable laws.
15. State Bank may require foreign
bank branch, joint venture bank, 100% foreign owned bank to temporarily
terminate, delay the carrying out of operation if, upon the consideration of
the State Bank, they do not fully satisfy conditions for opening operation;
especially where the internal inspection, control system, informatics and
treasury system has not been ready for an efficient and prudential operation.
VII. DEALING
WITH CASES WHERE THE ACTUAL VALUE OF APPROPRIATED CAPITAL OF FOREIGN BANK
BRANCH, CHARTER CAPITAL OF JOINT VENTURE BANK, 100% FOREIGN OWNED BANK REDUCES
LOWER THAN THE LEGAL CAPITAL
16. Joint venture bank, 100%
foreign owned bank or parent bank (for the case of foreign bank branch) must
ensure to make full contribution to the deficit charter capital, appropriated
capital in comparison with the legal capital within 06 months since the date
when the actual value of charter capital, appropriated capital reduces lower
than the legal capital.
VIII.
TRANSFORMING ORGANIZATION FORM FROM A JOINT VENTURE BANK INTO 100% FOREIGN OWNED
BANK AND VICE VERSA
17. Conditions for the
transformation
Cases of transformation must
satisfy the conditions as for the case of issuing the establishment and
operation License of the joint venture bank, 100% foreign owned bank as
provided for in point 1 and point 3, Paragraph 5, Section III, Part I of this
Circular.
18. Transformation file
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File for the transformation of a
joint venture bank into a 100% foreign owned bank shall be prepared like the
application file for the issuance of the establishment and operation License of
the 100% foreign owned bank provided for in point 6.2, Section III, Part I of
this Circular. Besides, the joint venture bank that has a demand for transformation
must submit:
a. An application for the
transformation of the joint venture bank into the 100% foreign owned bank
signed by Chairman of the Board of Directors of the joint venture bank;
b. Minutes (or Resolution) of
the meeting of the Board of Directors of the joint venture bank consenting to
the transformation from the joint venture bank into the operation model of a
100% foreign owned bank;
c. Contract (or commitment) of
the capital assignment of the Vietnamese party in the joint venture to the
foreign assignee.
The capital assignment must
ensure that a foreign bank shall be entitled to hold more than 50% of 100%
foreign owned bank’s charter capital.
18.2. Transforming a 100%
foreign owned bank into a joint venture bank:
File for the transformation of a
100% foreign owned bank into a joint venture bank shall be prepared like the
application file for the issuance of the establishment and operation License of
the joint venture bank provided for in point 6.2, Section III, Part I of this
Circular. Besides, the 100% foreign owned bank that has a demand for
transformation must submit:
a. An application for the
transformation of the 100% foreign owned bank into a joint venture bank signed
by Chairman of the Board of Directors of the 100% foreign owned bank;
b. Minutes (or Resolution) of
the meeting of the Board of Directors of the 100% foreign owned bank consenting
to the transformation from the 100% foreign owned bank into the operation model
of a joint venture bank;
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The capital assignment must
ensure the ratio as provided for in Article 46 of the Decree (the capital
contribution level of the foreign party shall not exceed 50%, at the maximum,
of the charter capital of the joint venture bank).
19. Procedures and process of
transformation
19.1. The preparation of file,
procedures and process of the issuance of transformation License shall be
performed as for the case of issuing a new License provided for in paragraph 7,
Section III, Part I of this Circular.
19.2. After receiving the new
License and the decision on the revocation of the old license from the State
Bank, the joint venture bank, 100% foreign owned bank shall publish in the
paper to announce these contents and carry out procedures of business
registration, carry out the opening of operation in accordance with provisions
in Article 14, 15 of the Decree, provisions in Section VI, Part I of this
Circular and related provisions of applicable laws.
IX. CURRENCY USED
IN THE ACCOUNTING, FINANCE, REPORTING
20. The currency used for
accounting shall be Vietnam Dong. Where the foreign bank branch, joint venture
bank, 100% foreign owned bank has a demand for accounting in foreign currency
for reporting to the Head Office of the foreign bank, it must submit a written
request to the Ministry of Finance for the consideration, acceptance prior to
the implementation.
21. The Ministry of Finance
shall take responsibility for duplicating and sending the document of treatment
result mentioned above to the State Bank for knowledge and cooperation in the
management.
X. CHANGES
THAT MUST BE ACCEPTED IN WRITING BY THE STATE BANK
22. Besides the changes which
must be approved in writing by the State Bank, provided for in other parts of
this Circular; the foreign bank branch, joint venture bank, 100% foreign owned
bank must obtain written approval from the State Bank prior to changing its
name, level of charter capital, appropriated capital; amending, supplementing
its Charter; contents and scope of operation
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23.1. For the case of
changing the name
a. Application for the change of
the name shall be signed by Chairman of the Board of Directors of the joint venture
bank, 100% foreign owned bank, or competent person of the foreign bank (in
respect of the foreign bank branch); the application should clearly state the
reason for applying for changing the name; and proposal for the amendment of
the Charter due to the change in the name of the joint venture bank, 100%
foreign owned bank.
b. Resolution of the Board of
Directors of the joint venture bank, 100% foreign owned bank on the change of
name; a written approval by competent agency of the home country to the change
in the foreign bank’s name (for foreign bank branch).
c. Other documents upon request
of the State Bank in case of necessity.
23.2. Changing the charter
capital, appropriated capital
a. Application for the change in
the charter capital, appropriated capital shall be signed by the Chairman of
the Board of Directors of the joint venture bank, 100% foreign owned bank,
competent person of the foreign bank (in respect of the foreign bank branch);
the application should clearly state the reason for the change (increasing,
reducing capital), time for implementation, proposal for the amendment of the
Charter (in respect of the joint venture bank, 100% foreign owned bank).
b. Resolution of the Board of
Directors of the joint venture bank, 100% foreign owned bank consenting to the
change in the charter capital level.
c. In the event where the 100%
foreign owned bank, joint venture bank increases its capital due to the changes
in members making capital contribution, it shall be required to supplement the
file in accordance with provisions in Section VI, Part III on “File of the
capital assignment to the new partner not belonging to the 100% foreign owned
bank or the joint venture bank”.
d. Other documents upon request
of the State Bank in case of necessity.
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a. Application for the change,
supplement of the content, scope of operation shall be signed by the Chairman
of the Board of Directors of the joint venture bank, 100% foreign owned bank
and by General Manager (Manager) of the foreign bank branch; the application
should clearly state the reason, nature of the change, supplement the content,
scope of operation, clearly state proposal on the amendment of the Charter (if
any) due to this change.
b. Resolution of the Board of
Directors of the joint venture bank, 100% foreign owned bank consenting to the
change, supplement of the contents and scope of operation.
c. Other documents upon request
of the State Bank in case of necessity.
23.4. Amendment, supplement of
the Charter
a. Application for the
amendment, supplement of the Charter shall be signed by the Chairman of the
Board of Directors of the joint venture bank, 100% foreign owned bank; the
application should clearly state the reason for the amendment, supplement of
the Charter.
b. Resolution of the Board of
Directors of the joint venture bank, 100% foreign owned bank consenting to the
amended, supplemented contents of the Charter. (This provision is not
applicable to the cases of amending, supplementing the Charter due to the
changes mentioned in points 1, 2, 3 hereinabove of this paragraph).
c. Other documents upon request
of the State Bank in case of necessity.
24. Procedures and process of
settlement
a. Application files for the
change mentioned above must be sent to the State Bank (Banks Department).
Within a period of 30 working days since the full receipt of valid files, the
State Bank shall either approve or refuse, in writing, requests for the change
mentioned above. In case of refusal, the State Bank should clearly explain the
reason thereof.
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Part II.
FOREIGN BANK BRANCH
I.
OPERATION NETWORK
25. Foreign bank branch shall
not be permitted to open a transaction point outside the its location stated in
the License in any form, except for the case of placing automatic teller
machines (ATM).
26. The placement of ATM,
placement and use of peripheral devices for the payment of credit card, payment
card, non-cash payment shall be performed in accordance with related provisions
of applicable laws and guidance of the State Bank’s Governor.
27. Foreign bank branch shall
only be entitled to locate its units, departments, which do not directly
transact with customers, outside its location after obtaining the approval by
the State Bank to each specific case.
II. CHANGING
LOCATION OF THE FOREIGN BANK BRANCH
28. Application file for the
change of office location:
28.1. For the case of
changing office location within a province, city under the central Government’s
management
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b. Documents, materials
evidencing the legal use right of the foreign bank branch for the office
location of the branch at the new place if approved by the State Bank.
28.2. For the case of
changing the office location outside the province, city under the central
Government’s management:
Besides the documents mentioned
in point 28.1 above, of which the application for the change of office location
shall be signed by the competent representative of the foreign bank, the
foreign bank shall submit additionally:
a. An operation plan in the
first 3 years at new location, which can prove the feasibility of the movement
to new location; including following main contents:
- Necessity to move to new
location, customers’ demand, ability to satisfy the demand for banking service,
- Contents of operation, method
of business operation;
- General report of assets;
income and expense statement, cash flow statement, major financial indexes,
expected prudential ratios and related notes demonstrating the economic
interest and calculation of economic efficiency in the first 3 years of
operation of the foreign bank branch at new location;
b. A written document issued by
the competent agency of the home country permitting the foreign bank to move to
a new location (in case where previous document of this agency clearly provided
for the area of province, city in Vietnam where the foreign bank is authorized
to open branch)
29. Procedures and process of
changing the office location
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a. People’s Committee in
provinces, cities under the central Government’s management where the foreign
bank branch is operating and where the foreign bank branch is expected to move
to.
b. State Bank Inspectorate
c. State Bank branch in
provinces, cities under the central Government’s management where the foreign
bank branch is operating and where the foreign bank branch is expected to move
to.
29.2. Within a period of 20
working days since the receipt of the document of the State Bank, related
agencies mentioned above shall provide their written opinion to the State Bank
(Banks Department). Where it does not receive written opinion of related
agencies within this period, the State Bank shall consider that those agencies
have no opinion against the proposal on the change of office location of
foreign bank branch.
29.3. Within a period of 30
working days since the full receipt of application file for the change of
office location, the State Bank shall either approve or refuse in writing. In
case of refusal, the State Bank must clearly explain the reason thereof in
writing.
29.4. After receiving the
written approval of the State Bank, within 180 days, the foreign bank branch
must complete the implementation, settlement of obligations, interests to
related individuals, organizations; carry out the procedures of business
registration, publish the change of office location in newspaper, perform other
related procedures in accordance with provisions of applicable laws and carry
out the operation at new location.
III.
FURTHER OPENING OF BRANCH
30. Conditions for further
opening of branch
30.1. Conditions for foreign
bank branch (branches) operating in Vietnam:
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b. To operate efficiently, gain profit;
managing, executive, internal audit apparatus, internal inspection, control
system operates stably, safely, efficiently and in line with the laws.
30.2. Conditions for foreign
bank
a. Always well performing commitments
of the foreign bank for the branch (branches) operating in Vietnam;
b. The foreign bank is accepted
by the competent agency of its home country to open further branch in Vietnam
c. Competent inspection,
supervision agency of its home country well performs the commitments with the
State Bank of Vietnam of the coordination in the management, supervision and
exchange of information relating to the supervision of banking activity;
d. Besides above mentioned
conditions, based on provisions in Article 34 of the Decree, the State Bank
shall consider and issue the license of opening further branch in accordance
with the conditions as applicable to the issuance of Licence of opening a
foreign bank branch (issuance of new licence) stipulated in point 1 and 2 of
paragraph 5, Section III, Part I of this Circular.
31. File, procedures and process
of license issuance
File, procedures and process of
license issuance, contents of the license shall be performed in accordance with
the provisions applicable to the case of issuing the License for the opening of
foreign bank branch (issuance of a new License) in Section III, Part I of this
Circular. However, the State Bank may consider exempting the foreign bank from
the documents included in the application file for the issuance of the License
for opening its branch and procedures of legalization, certification of its
seal and signature.
IV. USE OF
APPROPRIATED CAPITAL
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32. Using it for investment,
business, lending, depositing at domestic and foreign credit institutions in
accordance with related provisions of applicable laws and complying with
current provisions of Vietnam on foreign exchange control, management of capital
transactions;
33. Using it for procurement of,
investment in fixed assets, assets serving business activity of the foreign
bank branch, but not in excess of 50% of its own capital;
34. For the appropriated capital
that is being deposited at oversea credit institutions, the foreign bank must
make a commitment (which is signed by its competent representative) ensuring
the full remittance of the capital amount into Vietnam right after being
requested by the State Bank.
V.
OPERATION CONTENTS
Upon the type, scale, area of
operation of the foreign bank (parent bank), the State Bank shall provide in
details for the type, contents of operation of the foreign bank branch in the
License of opening foreign bank branch and in accordance with following
principles:
35. Based on the type of
operation of the parent bank whether it is a commercial bank, or a development
bank, investment bank, and other types of bank, the State Bank shall stipulate
that the branch of foreign bank shall be entitled to perform the operation type
of the bank correspondent to the operation type of the parent bank and the Law
on Credit Institutions.
36. Foreign bank branch shall be
entitled to perform the operations of types of commercial bank, development
bank, investment bank, or of other types of bank in accordance with provisions
of the Law on Credit Institutions, provisions of applicable laws on the
operation of that type of bank on the basis of non-discrimination treatment
principle (be entitled to perform like Vietnamese banks operating in the same
type of bank); except for some limits in accordance with provisions of the
State Bank correspondent with the bilateral and multilateral international
commitments of Vietnam in banking area, and the operations that the parent bank
itself is also not authorized to perform in accordance with provisions of its
home country.
37. Foreign bank branch shall be
entitled to perform operations although they are not yet stated in the Licence
when:
a. It is approved in writing by
the State Bank; or
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VI.
BLOCKAGE OF CAPITAL, ASSETS
38. The State Bank shall carry
out the blockage of capital and assets of the foreign bank branch in following
cases:
a. The actual value of
appropriated capital of the foreign bank branch decreases by a lower level than
the legal capital for more than 6 months.
b. The foreign bank branch violates
prudential ratio in banking activity and the State Bank has sent it a written
request for overcoming, but it takes no measure for overcoming upon the request
of the State Bank.
c. Foreign bank branch seriously
violates provisions of applicable laws.
d. The parent bank shows
evidence of losing its solvency; or is under special control by a competent
agency of its home country; or has a request for dissolution, liquidation,
bankruptcy, or its establishment and operation license is revoked.
e. The parent bank fails to
comply with the obligations committed to the branch operating in Vietnam and to
the State Bank.
g. Where the State Bank carries
out the dissolution, termination of operation of the foreign bank branch and
revokes the License of the opening of the foreign bank branch.
39. The State Bank shall cancel
the blockage of capital and assets of the foreign bank branch when:
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b. The process of dissolution,
operation terminates and the License for the opening of the foreign bank branch
is revoked.
VII.
DISSOLUTION, TERMINATION OF OPERATION
40. File of the dissolution,
termination of operation
40.1. In case of operation
termination according to the provision in Paragraph 1, 2 in Article 41 of the
Decree (the operation duration expires or spontaneously terminating the
operation):
a. An application for the
dissolution, termination of operation of the foreign bank branch which is
signed by the competent representative of the foreign bank and sent to the
State Bank (Banks Department) within 180 days at the minimum before the
estimated date of dissolution, termination of operation. In case of applying
for terminating the operation prior to the expiry, the estimated date of
operation termination of the foreign bank branch in Vietnam should be stated
clearly in the application.
b. Plan for the liquidation,
dissolution, termination of operation includes: sequences and procedures of the
liquidation of the liabilities, assets; mode, time limit and plan for the
payment of debt obligations, recovery of assets, settlement of obligations,
interests to related individuals, organizations; plan for the oversea
remittance of capital, profit and assets.
c. Other documents upon the request
of the State Bank.
40.2. In the event where the
parent bank is dissolved, goes bankrupt (as stipulated in Paragraph 4 Article
41 of the Decree):
Apart from the file as provided
for in point 40.1 hereinabove, the foreign bank must additionally send a written
document issued by the competent agency of the home country on the dissolution
or bankruptcy of the foreign bank.
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a. Within a period of 30 working
days since the sufficient receipt of the file as mentioned above, or where it
is deemed necessary to revoke the license of opening the foreign bank branch
under the cases stipulated in Paragraph 3 Article 41 of the Decree, the State
Bank shall make a Decision on the termination of operation of the foreign bank
branch, establish a group of supervision to the liquidation, dissolution,
termination of operation of the foreign bank branch, and other contents
(including the request for the blockage of capital, assets of the foreign bank
branch if it is deemed necessary). This Decision shall be duplicated and sent
to the State Bank Branch, People’s Committee in province, city under the
Central Government’s management where the foreign bank branch is located, the
business registration agency, public security agency, and related individuals,
organizations.
b. Right after the receipt of
the above Decision from the State Bank, the foreign bank branch must stop
performing new banking transactions (receiving deposits, borrowing, lending…);
post up at the head office of the branch and publish in three consecutive
issues in one central paper and one local paper where the foreign bank branch
is located to announce the termination of operation for carrying out the
procedures of liquidation, dissolution, termination of operation of the foreign
bank branch.
c. The foreign bank branch shall
implement the liquidation procedures in line with the Plan of liquidation,
provisions of applicable laws of Vietnam, under the guidance and supervision of
the Liquidation Group, which is established by the Governor of the State Bank.
d. When the foreign bank branch
has completed the procedures of liquidation, fully implemented all obligations,
interests to related individuals, organizations in accordance with provisions
of applicable laws of Vietnam and related documents, materials evidencing that
(confirmation of the tax authority document on the liquidation of the office
leasing contract..), the State Bank shall make decision on the dissolution, termination
of operation and revocation of the License of opening foreign bank branch and
publish the Decision hereof in three consecutive issues of a paper.
e. Within a period of 15 working
days since the date where the foreign bank branch receives the Decision from
the State Bank on the revocation of the License, the foreign bank branch must
return the License to the State Bank and shall be entitled to remit overseas
the remaining capital, assets and profits (if any) after the liquidation in
accordance with provisions of current laws on foreign exchange control.
VIII.
CAPITAL CONTRIBUTION, SHARE PURCHASE
42. The foreign bank branch
shall only be permitted to perform the capital contribution to, share purchase
from enterprises and other credit institutions when it is authorized in writing
by the parent bank and appropriated particular capital to perform that capital
contribution, share purchase.
43. The capital contribution,
share purchase, condition for the capital contribution, capital contribution
level, capital contribution ratio and mode of capital contribution shall be
implemented in accordance with the current provisions of applicable laws under
a principle as being applicable to the case where the foreign bank contributes
capital to, purchases shares from enterprises and other credit institutions.
Part III
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I.
PROVISIONS ON ORGANIZATION, MANAGEMENT, EXECUTION, CONTROL
44. The joint venture bank, 100%
foreign owned bank shall perform the organization, management, execution,
control in accordance with provisions of the Law on Credit Institutions, of the
Decree, legal documents guiding the implementation of the Law on Credit
Institutions and this Circular (provisions of specialized law).
45. In the event where above
documents have no provision, the joint venture bank, 100% foreign owned bank
thereat shall be entitled to implement in accordance with provisions of the Law
on Enterprises, legal documents guiding the implementation of the Law on
Enterprises and related provisions of applicable laws (provisions of general
laws) applicable to the type of limited liability company.
46. In the event where the
provisions of specialized laws are different from provisions of general laws
for the same problem, the joint venture bank, 100% foreign owned bank shall
comply with provisions of specialized laws.
II. BOARD
OF DIRECTORS, CONTROLLERS COMMITTEE, GENERAL MANAGER (MANAGER)
47. Board of Directors
a. Board of Directors is the
highest leading body of a joint venture bank, 100% foreign owned bank; acts as
representative of capital contributors to the joint venture bank, 100% foreign
owned bank in performing owner’s rights, obligations.
b. Chairman, Vice Chairman and
other members of the Board of Directors of the joint venture bank, 100% foreign
owned bank shall be elected and appointed by parties to the joint venture,
capital contributors in line with provisions of the joint venture contract and
Charter of joint venture bank, Charter of 100% foreign owned bank and must be
approved by the Governor of the State Bank.
c. There must be at least 3
members in the Board of Directors, of which at least 2 members (including
Chairman of the Board) shall not be an Executive Officer (not participate in
the execution of the joint venture bank, 100% foreign owned bank); at least a
half of members of the Board of Directors must reside in Vietnam during the
time they are in power.
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48. Controllers Committee
a. Organization, structure,
function, assignment, authority, standards, conditions for members of the
Controllers Committee and other contents relating to organization, operation of
Controllers Committee of the joint venture bank, 100% foreign owned bank shall
be performed under provisions of the Law on Credit Institutions, Decree and
related legal documents guiding the implementation of the Law on Credit
Institutions, according to Charter of joint venture bank, Charter of 100%
foreign owned bank and under provisions of the Law on Enterprises concerning
Controllers Committee of a limited liability company on the basis of complying
with the principles stated in Section I of this Part.
b. Chief and members of
Controllers Committee bank shall be elected and appointed by parties to the
joint venture, capital contributors in line with provisions of joint venture
contract and Charter of joint venture bank, Charter of 100% foreign owned bank
and must be approved by the Governor of the State Bank.
c. There must be at least 3
members in the Controllers Committee, of which at least 2 members (including
Chief of the Committee) shall not be an Executive Officer (not participate in
the execution of the bank) to ensure the independence and efficiency of
internal audit work in the inspection, verification of the effectiveness,
efficiency of the internal inspection, control system; at least two third of
members of the Controllers Committee must reside in Vietnam during the time
they are in power.
49. General Manager (Manager)
a. General Manger (Manager)
shall be appointed, dismissed by the Board of Directors of the joint venture bank,
100% foreign owned bank and must be approved by the Governor of the State Bank.
b. General Manager (Manager) of
a joint venture bank, a 100% foreign owned bank shall not be permitted to
concurrently hold the title as Chairman of the Board of Directors or Chief of
Controllers Committee and must reside in Vietnam during the time he is in
power.
c. General Manager (Manager) of
a joint venture bank, a 100% foreign owned bank shall be responsible to the
Board of Directors for daily activity management of the joint venture bank,
100% foreign owned bank;
d. Standards, conditions,
assignments, authorities of General Manager (Manager) of a joint venture bank,
100% foreign owned bank shall be implemented under provisions of the Law on
Credit Institutions, Decree and related legal documents guiding the
implementation of the Law on Credit Institutions, according to Charter of joint
venture bank, Charter of 100% foreign owned bank and under provisions of the
Law on Enterprises applicable to General Manager (Manager) of a limited
liability company on the basis of complying with the principles stated in
Section I of this Part.
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50. File of appointment,
dismissal of a member of the Board of Directors, Controllers Committee
a. A request for the approval to
the appointment, dismissal of the member of the Board of Directors, Controllers
Committee which is signed by competent representative of the parent bank,
representative of parties to the joint venture (for the newly established joint
venture bank, newly established 100% foreign owned bank), or signed by Chairman
of the Board of Directors or competent person on behalf of the Chairman of the
Board (for the case where the bank is in operation),
b. Meeting minutes or resolution
of the parties to the joint venture (for joint venture bank) or capital
contributors (for 100% foreign owned bank) on the appointment, dismissal of
member of the Board of Directors, Controllers Committee.
c. Curriculum vitae of the
appointed member which is confirmed by the related party to the joint venture,
related capital contributor (for the newly established joint venture bank,
newly established 100% foreign owned bank), or confirmed by the Chairman of the
Board of Directors (for the case where the bank is in operation).
d. Diplomas, certificates
proving capacity, professional qualification of the member who is proposed for
the appointment approval.
51. File of appointment,
dismissal of General Manager (Manager)
a. A request for the approval to
the appointment, dismissal of General Manager (Manager) which is signed by
Chairman of the Board of Directors of the joint venture bank, 100% foreign
owned bank;
b. Resolution by the Board of
Directors of the joint venture bank, 100% foreign owned bank on the
appointment, dismissal of General Manager (Manager);
c. Curriculum vitae of the
appointed General Manager (Manager) which is confirmed by the Chairman of the
Board of Directors;
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52. Process and procedures of
the approval
a. Within a period of 30 working
days since the full receipt of the valid file for the approval to the
appointment, dismissal, the State Bank shall decide on the approval or
disapproval. In case of disapproval, the State Bank shall clearly explain the
reason thereof in writing.
b. After the appointment,
dismissal is approved, within a period of 30 working days, the joint venture
bank, 100% foreign owned bank must complete the registration for the change in
personnel as mentioned above with the competent state agency and carry out other
procedures (if any) in accordance with applicable provisions.
IV. RATIO,
METHOD OF MAKING CHARTER CAPITAL CONTRIBUTION
53. The ratio and method of
making charter capital contribution by capital contributors in 100% foreign
owned bank, by the foreign party and Vietnamese party to the joint venture bank
shall be agreed upon by capital contributors, parties by themselves and clearly
stated in the Charter of the joint venture bank, Charter of 100% foreign owned
bank on the basis of complying with following principles:
a. In respect of 100% foreign
owned bank: the ratio of capital contribution by the parent bank must be more
than 50% of the charter capital
b. In respect of joint venture
bank: the ratio of capital contribution by the foreign party must not be in excess
of 50% of the charter capital at the maximum (except for special case decided
upon by the Prime Minister).
54. The charter capital of the
joint venture bank, 100% foreign owned bank shall be contributed in Vietnamese
Dong, in freely convertible foreign currency or in asset. The capital
contribution made in assets and the valuation of assets used for capital
contribution must comply with provisions in Article 4, Article 30 of the Law on
Enterprises.
55. Charter capital may be
restructured, provided that it is not lower than the legal capital. Any change
in the charter capital level, ratio of capital contribution by capital
contributors, by parties to the joint venture must be accepted by the State
Bank.
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56. Principles of the assignment
The assignment of the capital
contributed by capital contributors, by parties to a joint venture bank shall
be subject to following principles:
a. Priority shall be given to
the assignment to other capital contributors in 100% foreign owned bank or to
the parties in the joint venture bank;
b. In case where the assignment
is made to new partners who are not subject to the 100% foreign owned bank or
new partners who are not subject to the joint venture bank, it is required to
ensure the ratio of capital contribution in accordance with provisions in
paragraph 53 mentioned above and ensure that:
- For 100% foreign owned bank:
New partners and new parent bank (if the assignment results in the fact that another
foreign bank owns more than 50% of the charter capital of the 100% foreign
owned bank) must fully satisfy the conditions for participating in the
establishment of 100% foreign owned bank as provided for in point 5.3, Section
III, part I of this Circular on the conditions to be granted establishment and
operation Licence of 100% foreign owned bank;
- For joint venture bank: New
partners must fully satisfy the conditions for participating in the
establishment of the joint venture bank as provided for in point 5.3, Part III,
Section III, part I of this Circular on the conditions to be granted
establishment and operation Licence of a joint venture bank.
c. Capital contributors in the
100% foreign owned bank or the parties in the joint venture bank shall be only
entitled to assign capital after 5 years since the commencement of the capital
contribution to the 100% foreign owned bank, joint venture bank. The capital
assignment must be accepted by the State Bank prior to the implementation
57. Application file for the
acceptance to the assignment of contributed capital
57.1. Where the assignment of
the whole contributed capital of Vietnamese Party to the foreign party in a
joint venture bank or to another foreign partner results in the transformation
of organization form of the joint venture bank into 100% foreign owned bank or
the assignment of a part of charter capital of the 100% foreign owned bank to
one or several Vietnamese banks results in the transformation of organization
form of the 100% foreign owned bank into joint venture bank:
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57.2. File of capital
assignment among the parties in the joint venture bank or among capital
contributors in 100% foreign owned bank:
a. An application for the
assignment of contributed capital, which is signed by the Chairman of the Board
of Directors of the 100% foreign owned bank, joint venture bank and clearly
states:
- Reasons for the assignment;
- Other proposals (if any)
concerning the amendment, supplement of the Charter, name, location of head
office, adjustment of contents in the establishment and operation Licence of
100% foreign owned bank, the joint venture bank, joint venture contract; change
in members of the Board of Directors, Controllers Committee, General Manager
(Manager) of 100% foreign owned bank, the joint venture bank and other contents
that need amending, supplementing (if any) relating to this capital assignment.
b. Resolution of the Board of
Directors of 100% foreign owned bank, joint venture bank consenting to the
capital assignment.
c. A contract (commitment,
agreement) of the capital assignment between the assignor and the assignee;
d. Other documents upon request
of the State Bank in necessary case.
57.3. File of assignment to a
new partner not subject to the 100% foreign owned bank or joint venture bank:
In this case, the new partner
must submit to the State Bank (Banks Department) a request for receiving the
assignment of the contributed capital in the 100% foreign owned bank, joint
venture bank; enclosed with documents, materials to prove his ability to
satisfy stipulated conditions for being entitled to establish and operate a
100% foreign owned bank, joint venture bank as provided for in point 5.3,
Section III, Part I of this Circular and upon request of the State Bank.
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a. An application for the
assignment of contributed capital, which is signed by the Chairman of the Board
of Directors and clearly states:
- Reasons for the assignment
- Report on the appraisal of
legal status, financial state of new partner, ability to satisfy the conditions
according to the provision to be entitled to participate in the 100% foreign
owned bank, joint venture bank of the new partner
- Other proposals (if any)
concerning the amendment, supplement of the Charter, name, location of head
office, adjustment of contents in the establishment and operation Licence of
100% foreign owned bank, the joint venture bank, joint venture contract; change
in members of the Board of Directors, Controllers Committee, General Manager
(Manager) of 100% foreign owned bank, the joint venture bank and other contents
that need amending, supplementing relating to this capital assignment.
b. Resolution of the Board of
Directors of 100% foreign owned bank, joint venture bank consenting to the
capital assignment.
c. A contract (commitment,
agreement) of the capital assignment between the assignor and the assignee;
d. Other documents upon request
of the State Bank in necessary case.
57.4. File of assignment in
case where a capital contributor to the joint venture bank or to the 100%
foreign owned bank is acquired, merged, integrated, splitted, separated leading
to the establishment of a new legal entity:
In this case, the capital
contributor that is acquired, merged, integrated, splitted, separated shall be
called taken over Party, the newly established legal entity shall be called
take-over receiving Party. The take-over receiving Party shall take over the
contributed capital as well as all rights, interests and obligations of the
taken over Party in the 100% foreign owned bank, joint venture bank.
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a. A statement signed by the
Chairman of the Board of Directors of the 100% foreign owned bank, joint
venture bank, requesting the State Bank for the acceptance to this assignment,
which clearly states:
- Reasons for the assignment
- Other proposals (if any)
concerning the amendment, supplement of the Charter, name, location of head
office, adjustment of contents in the establishment and operation Licence of
100% foreign owned bank, the joint venture bank, joint venture contract; change
in members of the Board of Directors, Controllers Committee, General Manager
(Manager) of 100% foreign owned bank, the joint venture bank and other contents
that need amending, supplementing relating to this capital assignment.
b. A legal document proving the acquisition,
mergence, integration, splitting, separation to be carried out legally and the
result of this acquisition, mergence, integration, splitting, separation is
considered as rights, interests and obligations of new legal entity, name of
the new legal entity (in case of having any change);
c. Other documents, materials
upon request of the State Bank for determining the legal status, ability to
satisfy the conditions to be entitled to participate in the establishment of
the joint venture bank, 100% foreign owned bank in Vietnam of the newly
established legal entity.
58. Procedures, process of
considering the acceptance
a. Related documents in the file
of capital assignment which are prepared in foreign country (if any) must be
made in English and legalized (except for cases provided for in point 7.1,
section III, part I of this Circular). Vietnamese copies and translations from
English into Vietnamese must be confirmed by public notary agency of Vietnam in
accordance with provisions of applicable laws on public notary.
b. Within a period of 30 working
days since the full receipt of valid file, and 90 days for the case of
assigning capital to the new partner outside the 100% foreign owned bank, joint
venture bank, the State Bank shall give out its acceptance or refusal in
writing to the request for the capital assignment and changes enclosed. In case
of refusal, the State Bank must clearly state the reason thereof in writing.
c. After the capital assignment
and changes enclosed are accepted in writing by the State Bank, within a period
of 30 working days, the 100% foreign owned bank, joint venture bank must
register its changes with the business registration agency in accordance with
provisions of current laws, at the same time publish these changes in 2 consecutive
issues of a Central and a local paper.
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59. Joint venture bank, 100%
foreign owned bank shall be entitled to perform operations of a commercial
bank, development bank, investment bank or other types of bank in accordance
with provisions of the Law on credit institutions, provisions of applicable
laws on operation of that type of bank.
60. Based on the proposal in the
application and file for the issuance of the establishment and operation
License of the joint venture bank, 100% foreign owned bank concerning the
operation type and operation contents, the State Bank shall specifically
provide for bank type, operation content of the joint venture bank, of 100%
foreign owned bank in the establishment and operation License of the joint
venture bank, 100% foreign owned bank under the principle of non-distinction
treatment (whichever type the joint venture bank, 100% foreign owned bank
belongs to, it shall be entitled to perform operations of that type as for
Vietnamese Banks operating in the respective type).
61. Joint venture bank, 100%
foreign owned bank shall be entitled to perform operations although they are
not yet stated in the Licence when:
a. It is approved in writing by
the State Bank; or
b. There has been a legal
document stipulating the implementation of these operations and clearly
stipulating that the joint venture bank, 100% foreign owned bank is a subject
of application and authorized to perform those operations. In this case, that
legal document shall be considered as an additional document to the Licence’s
contents, the joint venture bank, 100% foreign owned bank, however, still has
to ensure the right implementation of the provisions in paragraph 59, 60
mentioned above.
Part IV
REPRESENTATIVE OFFICE
I.
REGISTRATION AND OPENING OF OPERATION OF THE REPRESENTATIVE OFFICE
62. Within a period of 45 days
since the issuance of the License of opening the Representative office, or
within a period of 15 days since the extension of the License period, the
foreign credit institution shall send the People’s Committee in province, city
where its office is located an application file for the registration of
operation as a representative office, including:
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b. Contract of renting the
office, renting house;
c. A written registration of the
number of the foreigners (including foreigners and Vietnamese residing overseas)
and the number of Vietnamese people working at the Representative Office,
Labour contracts signed with these officers.
d. A written document on the
appointment of the Chief of the Representative Office signed by the competent
person of the foreign credit institution enclosed with the curriculum vitae of
the Chief of the Representative Office.
63. Within a period of 15
(fifteen) working days since the receipt of the written Registration for the
operation by the People’s Committee of the province, city where the
representative office is located, the Representative Office must send a copy of
the Operation Registration to the State Bank (Banks Department).
64. After the issuance of the
operation registration certificate, the Representative Office shall carry out
procedures with the public security agency (Public Security Department of the
province, city under the Central Government’s management where the
Representative Office is located) to apply for the grant of seal under the
guidance of the public security agency.
65. Within a period of 12 months
since the issuance of the License, the Representative Office shall open its
operation and inform the opening date to the State Bank (Banks Department),
State Bank Branch and People’s Committee of the province, city where the
Representative Office is located for their knowledge.
II.
OPERATION REPORT OF THE REPRESENTATIVE OFFICE
66. Representative office of
foreign credit institutions shall make a written report on its activities of
the first 6 months of the year and of the entire year to the State Bank (Banks
Department), State Bank Branch and People’s Committee of the province, city
where the Representative office is located.
The report of the first 6 months
must be sent prior to 30 July and the annual report must be sent within a
period of 90 days since the ending of the fiscal year.
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a. Organizational structure of
the office, personnel, number of Vietnamese and foreigners working at the
Office.
b. Main activities:
- Approaching the market of the
Representative Office;
- Investment relationship, agent
relationship, credit and cooperation relationship between the foreign credit
institution and Vietnamese commercial banks and economic organizations; role of
the representative office in these activities;
- Consultancy, training
activities;
- Other activities of the
Representative Office.
c. Direction of operation in
coming time
d. Irregular report when there
are extraordinary events affecting the security, healthiness of the
representative office. The report shall be sent right after the occurrence of
the events;
68. In case of necessity, the
State Bank may request the Representative Office to make irregular report,
besides periodical reports mentioned above, to supply documents, explanation of
the problems relating its activities.
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69. Representative Office of the
foreign credit institution operating in Vietnam shall only be permitted to
change its name, move location of the office to other province, city under the
Central Government’s management after obtaining the written approval of the
State Bank.
69.1. Application file and
procedures for changing name of the Representative Office of the foreign credit
institution in Vietnam:
a. Competent representative of
the foreign credit institution shall send an application for the change of the
representative office’s name to the State Bank (Banks Department), which states
clearly the reason for changing name (due to the integration, merger,
splitting, acquisition of the foreign credit institution…) together with the
written approval or acceptance to the change of name by the competent authority
of the home country authorizing the foreign credit institution to change its
name.
b. Within a period of 30 working
days since the full receipt of the valid file, the State Bank shall issue a
written approval or disapproval; and clearly state the reason in case of
disapproval.
c. Within a period of 30 working
days after the receipt of the written approval of the State Bank on the change
of name, the Representative Office must register the change of name hereof with
People’s Committee of the province, city.
69.2. File, procedures of
changing location of the representative office to another province, city under
the Central Government’s management:
a. Competent representative of
the foreign credit institution shall send an application for changing location
of the representative office to another province, city under the Central Government’s
management to the State Bank (Banks Department), which clearly states the
reason of the change of location.
b. After having received the
above application, the State Bank shall issue a written dispatch to request for
the opinion of the People’s Committee of the province, city under the Central
Government’s management where the representative office is to move to. The next
settlement procedures, process shall be performed like for the case of issuing
the License for the opening of a new representative office (as provided for in
paragraph 8, Section III, Part 1 of this Circular).
c. After being approved in
writing by the State Bank to the change in the location, the Representative
Office of the foreign credit institution shall register, open its operation in
accordance with provisions in Section I of this Part. At the same time, the
representative office must perform the payment, settlement of the rights,
interests and obligations to related individuals, organizations in the
province, city under the Central Government’s management from which the
representative office leaves in accordance with provisions of applicable laws
(such as returning the leased office, liquidating the contracts, performing
obligations to the employees, tax obligations…).
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IV.
APPLICATION FILE, PROCEDURES FOR THE TERMINATION OF OPERATION OF THE
REPRESENTATIVE OFFICE
71. In case where the
operation period expires (within 60 days before the expiry of the operation
period stated in the License, the foreign credit institution fails to submit
application file for the operation extension or submitted application file for
operation extension, but it has not been approved by the State Bank):
a. The State Bank shall issue a
written dispatch to request the representative office to carry out procedures
for the termination of operation, closing the representative office’s
operation, such as returning the operation registration certificate, returning
the seal, liquidating the office lease contract, and making payment of other
obligations, debts (if any) to related individuals, organizations in accordance
with provisions of applicable laws.
b. Based on the full completion
of the entire obligations, procedures hereinabove by the representative office
(upon the availability of related documents proving the completion of the
obligations, procedures), the State Bank shall make decision on the closing of
operation, revocation of the License of the representative office.
72. Spontaneous termination of
operation:
a. In this case, within 60 days
at the minimum prior to the date planned to terminate operation of the
representative office, the foreign credit institution must submit an
application to the State Bank.
b. Procedures and process of
dealing with the termination of operation shall be implemented like for the
provisions in paragraph 71 hereinabove.
73. The License shall be
revoked when one of cases as provided for in points a, b, dd in Paragraph 1
Article 29 of the Law on Credit Institutions occurs or when the foreign credit
institutions is bankrupt, dissolved.
Procedures and process of
dealing with the termination of operation shall be implemented like for the
provisions in paragraph 71 hereinabove.
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74. Representative office shall
only be permitted to perform activities in line with the contents and within
the operation duration stipulated in the License. The Representative office
shall not be permitted to sublease its office and not be permitted to function
as the representative of another organization, not to be permitted to assign
the License to another organization or individual.
75. Representative office must
register the labour force, carry out other procedures relating to the employees
being foreigners, Vietnamese of the representative office with the People’s
Committee of the province, city under the Central Government’s management in
accordance with provisions of applicable laws and guidance of the People’s
Committee of the province, city.
76. Chief of the representative
office shall only be permitted to sign, on behalf of foreign credit
institution, contracts related to business, investment activity of the foreign
credit institution, with Vietnam economic, credit institutions upon the
availability of the legal letter of attorney by the competent person of the
foreign credit institution. The letter of attorney must be separately made for
each signing (authorization by time) and its copy shall be sent to the State
Bank (Banks Department, State Bank Branch in province, city) for following up
the implementation.
77. Representative office shall
only be permitted to open a specialized payment account in foreign currency or
in Vietnamese dong originating from foreign currency at a bank legally
operating in Vietnam in accordance with the Law on Credit Institutions
(authorized banks) to pay for activities of the Representative office.
78. Representative office of the
foreign credit institutions in Vietnam shall have its own seal in accordance
with provisions of Vietnamese laws and shall only be entitled to use this seal
in the transaction documents within the authority and function of the
Representative office.
Part V
RESPONSIBILITY OF UNITS
OF THE STATE BANK
79. Appraisal council of files
for the issuance of Licence of opening foreign bank branch, the establishment
and operation Licence of joint venture bank, 100% foreign owned bank
79.1. Appraisal council of files
for the issuance of Licence (hereinafter referred to as appraisal council)
which is decided upon by the Governor of the State Bank of Vietnam, consists
of: Governor or a Deputy Governor (who is authorized by the Governor) acting as
the Chairman, members being those in the Leadership of the State Bank and other
members (including leaders of such Departments as: Legislation Department,
Banks Department, Bank Strategy and Development Department, State Bank
Inspectorate, International Cooperation Department and State Bank branch in
province, city where the bank is planned to locate its branch or head office).
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a. To convene and chair meeting
of members in the Appraisal Council; meeting of the Appraisal Council must be
recorded in the minutes;
b. To allot duties to members in
the Appraisal Council in accordance with stipulated scope, assignment,
authority;
c. To decide on the issuance of
Licence in accordance with provisions in this Circular;
d. To be responsible to the
Governor of the State Bank of Vietnam for the issuance of Licence in the case
where Chairman of the Appraisal Council is a Deputy Governor authorized by the
Governor.
e. Within a period of 90 working
days since the full receipt of the files for the issuance of the Licence of
opening foreign bank branch, establishment and operation Licence of joint
venture bank, 100% foreign owned bank, Chairman of the Appraisal Council shall
be responsible for signing the Decision on the issuance of Licence or refusal
to the issuance of the Licence (in case of refusal, the reason thereof must be
clearly stated).
79.3. Members in the Appraisal
Council shall be responsible for performing duties under the guidance of the
Council’s Chairman; responsible to the Council’s Chairman for the
implementation of duties and for their opinion.
80. Responsibility of Banks
Department
80.1. To consider files and
submit to the Appraisal Council for deciding the issuance of the Licence of
opening foreign bank branch, establishment and operation Licence of joint
venture bank, 100% foreign owned bank.
80.2. To consider files and
submit to the Governor of the State Bank for deciding:
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b. The extension of operation
duration or revocation of the operation Licence of a foreign bank branch, joint
venture bank, 100% foreign owned bank, representative office of foreign credit
institution in Vietnam.
c. Approval to personnel and
changes that need approving by the State Bank in respect of foreign bank
branch, joint venture bank, 100% foreign owned bank, representative office of
foreign credit institution in accordance with provisions of the Law on credit
institutions and guidance in this Circular.
d. The transformation of
organization form of a joint venture bank, 100% foreign owned bank;
e. Operation network of foreign
bank branch, joint venture bank, 100% foreign owned bank
g. Providing guidance (or
coordinating with related units to submit to the Governor of the State Bank for
guidance) to foreign bank branches, joint venture banks, 100% foreign owned
banks, representative offices of foreign credit institutions in Vietnam on the
implementation of this Circular.
80.3. To coordinate with State
Bank Inspectorate to suggest solutions to the Governor of the State Bank when
the actual value of appropriated capital of foreign bank branch, charter
capital of joint venture bank, 100% foreign owned bank reduces to a lower level
than the legal capital.
80.4. To confirm the
registration for the financial implementation, accounting, general report and
General Manager jointly in charge for the case where a foreign bank has from 2
branches and more in Vietnam.
81. Responsibility of State Bank
Inspectorate
81.1. To suggest opinion on the ability
to satisfy conditions and request for the issuance of the Licence of the
opening, establishment, extension of operation duration of foreign bank
branches, joint venture banks, 100% foreign owned banks, representative offices
of foreign credit institutions in Vietnam; suggest opinion on the effects to
system prudence and other opinions (if any) within the period stipulated in
this Circular;
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82. Responsibility of
Legislation Department
To submit ideas on legal issues
relating to files, procedures, process of applying for the issuance of Licence
of foreign bank branch, joint venture bank, 100% foreign owned bank.
83. Responsibility of Bank
Strategy and Development Department
To submit ideas on issues
relating to development strategies and ability of firm development of foreign
bank branches, joint venture banks, 100% foreign owned banks in coming period.
84. Responsibility of
International Cooperation Department
To assess arising issues
relating to commitments of acceding to World Trade Organization by Vietnam.
85. Responsibility of Banking
Operation Department
85.1. To provide guidance to
foreign bank branches, joint venture banks, 100% foreign owned banks,
representative offices of foreign credit institutions:
a. On carrying out the payment
of fee for the issuance of licence, fee for the extension of operation
duration;
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85.2. To send Banks Department
copies of the documents confirming the full receipt of fee for the issuance of
Licence, fee for the extension of operation duration; documents confirming the
transfer of capital into frozen account and capital clearance.
86. Responsibility of State Bank
branch in provinces, cities
86.1. To submit ideas on the
application file for the issuance of Licence of foreign bank branch, joint
venture bank, 100% foreign owned bank, representative office of foreign credit
institution, on issues relating to banking activity in the local area and
submit to the Banks Department in accordance with the time limit provided for
in this Circular and provide advice to People’s Committee in provinces, cities
under the central Government’s management (upon request).
86.2. To examine, supervise the
performance of operation opening, ability to satisfy conditions for opening
operation of foreign bank branch, joint venture bank, 100% foreign owned bank
in accordance with provisions in this Circular.
Part VI
IMPLEMENTING PROVISIONS
I.
IMPLEMENTING EFFECTIVENESS
87. This Circular shall be
effective after 15 days since its publication on the Official Gazette and
replace the Circular No. 08/2000/TT-NHNN5 dated 04/07/2000 guiding the
implementation of the Decree No.13/1999/ND-CP dated 17/3/1999 of the Government
on the organization and operation of foreign credit institutions,
representative offices of foreign credit institutions in Vietnam.
II.
ADJUSTMENT OF ORGANIZATION AND OPERATION
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88.1. Foreign bank branches,
joint venture banks which are operating in Vietnam and do not have a demand for
the re-issuance of the License to be entitled to operate under the new
operation duration (for 99 years at the maximum) provided for in the Decree,
shall be entitled to operate in line with the remaining period stated in the
current License and entitled to perform the operation contents in accordance
with the Decision of the Governor of the State Bank on the amendment,
supplement of the operation contents in the License of opening foreign bank
branch, establishment and operation License of joint venture bank; the Decision
on the amendment, supplement mentioned above shall be issued and generally
applicable to subjects stipulated in this point on the basis of the provisions
of the Decree, of this Circular and related provisions of laws to ensure the
right implementation of bilateral and multilateral international commitments of
Vietnam in banking area.
88.2. Foreign bank branches,
joint venture banks having a demand for the re-issuance of the License to be
entitled to operate under a new operation duration (for 99 years at the
maximum) as stipulated in the Decree shall be required to prepare an
application file for the re-issuance of the License to send to the State Bank
within a period of 3 years since the effectiveness of this Circular. Conditions
for the issuance of the License, file, procedures, process of the licencing,
fee for licensing shall be implemented in accordance with provisions applicable
to the case of extending the operation duration of the License stipulated in
Section IV, Part I in this Circular.
89. For sub-branches of foreign
bank branch
89.1. For the sub-branch
which does not have a demand for operation under the new operation duration
(for 99 years at the maximum) as provided for in the Decree:
a. Within a period of 1 year
since the effectiveness of this Circular, the foreign bank must submit an
application signed by its competent representative to the Governor of the
Governor of the State Bank for the issuance of the License of opening a foreign
bank branch for operation in compliance with provisions of the Law on Credit
Institutions, of the Decree and this Circular.
b. The foreign bank branch (transformed
from a sub-branch) must have appropriated capital at least equal to the legal
capital level in accordance with provisions of the Government and be granted
the Licence of opening a foreign bank branch with the operation duration under
the remaining duration of its sub-branch.
89.2. For the sub-branch
which has a demand for operation under the new operation duration (for 99 years
at the maximum) as provided for in the Decree:
a. Within a period of 3 years
since the effectiveness of this Circular, the foreign bank must submit an
application and a file to the State Bank (Banks Department) for the issuance of
the License of opening foreign bank branch for operation in compliance with
provisions of the Law on Credit Institutions, the Decree and of this Circular.
b. In this case, condition for
issuing the License, file, procedures, process of licencing, fee for licencing
shall be implemented in accordance with the same provisions applicable to the
opening of more branches as stipulated in Section III, Part II of this
Circular.
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File, procedures, process of the
dissolution, termination of the sub-branch’s operation shall be implemented
like for the case of dissolution, termination of operation of a foreign bank
branch as provided for in Section VII, Part II of this Circular.
III.
IMPLEMENTING ORGANIZATION
90. The Director of
Administrative Department, Director of the Banks and Non-banking Credit
Institutions Department, Chief Inspector of the State Bank, Head of units of
the State Bank, Managers of State Bank Branches in provinces, cities under the
Central Government’s management, Chairman of the Board of Directors, Chief of
Controllers Committee, General Manager (Manager) of joint venture banks, 100%
foreign owned banks, General Manager (Manager) of foreign bank branches, Chief
of Representative Office of foreign credit institutions in Vietnam shall,
within their scope of function, assignment and authority, be responsible for
the implementation in compliance with provisions in this Circular.
THE
GOVERNOR OF THE STATE BANK OF VIETNAM
Le
Duc Thuy
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APPENDIX 1A
APPLICATION FOR ISSUANCE OF THE LICENSE FOR OPENING
FOREIGN BANK BRANCH IN VIETNAM
To: The Governor of the State
Bank
Bank: ………………………………
After the study of provisions of
Vietnamese laws on the conditions, procedures, application file for the
issuance of the License and organization, operation of foreign bank branches in
Vietnam, based on demand for the development of the business activity and the
feasibility of the business plan, the Bank….. would like to submit the Governor
of the State Bank the application for the issuance of the License for opening a
foreign bank branch in Vietnam with following main contents:
I. INFORMATION ABOUT THE PARENT
BANK
1. Full name, trading name and
abbreviated name (if any) of the parent bank.
2. Address of the head office,
phone number, fax, email.
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4. Issuing agency of the Establishment
and Operation License, number and date of the License, expiry date (if any).
5. Issuing agency of the
Business Registration Certificate, number and date of the Business Registration
Certificate.
6. Charter capital, actually
contributed capital.
7. Legal representative of the
parent bank.
8. Type of operation of the
parent bank; main authorized operation contents in accordance with applicable
laws of the home country; limits in operation (if any).
II. BRANCH OF FOREIGN BANK
APPLYING FOR THE OPENING IN VIETNAM
1. Name of the branch: full
name, trading name and abbreviated name (if any) of the foreign bank branch in
Vietnamese, and in English (in case of any proposal).
2. Location (province, city
under the Central Government’s management) where the branch is to be located.
3. Appropriated capital of the
foreign bank branch.
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5. Planned number of staff,
officers of the branch: Number of people with foreign nationality, number of
people with Vietnamese nationality.
6. Operation duration of the
branch
7. Operation type of the branch
(commercial bank, development bank…); main operation contents.
8. Name, position of the
individual, organization being the representative (or on behalf) of the
Bank………. that follows up the application for the opening of the branch and
performs procedures relating to the opening of the branch, enclosed with the
letter of attorney (if any).
The Bank……….. undertakes:
- To ensure the accuracy,
truthfulness of the contents in the application and the file for the issuance
of the License.
- To take responsibility for any
obligation and commitment of the branch in Vietnam; To ensure to maintain the
actual value of the appropriated capital of the branch not to be lower than the
legal capital and fully satisfy provisions on operational prudence in
accordance with provisions of the State Bank.
- To seriously comply with
provisions of Vietnamese laws and provisions of the State Bank of Vietnam.
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Chairman of the Board of
Directors of the Bank
(Or competent representative
of the Parent Bank)
(Note: This Appendix only
provides for main contents required, the foreign bank may supplement more
contents if deemed necessary)
APPENDIX 1B
APPLICATION FOR THE ISSUANCE OF THE ESTABLISHMENT
AND OPERATION LICENSE OF JOINT VENTURE BANK IN VIETNAM
To: The Governor of the State
Bank
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After the study of the
provisions of Vietnamese laws on the conditions, procedures, application file
for the issuance of the License and organization, operation of joint venture
bank in Vietnam, based on the demand for the development of the business
activity and the feasibility of the business plan, the Bank parties….. (who
plan to participate in the establishment of the joint venture bank) would like
to submit the Governor of the State Bank the application for the issuance of
the Establishment and Operation License for a joint venture bank in Vietnam
with following main contents:
I. INFORMATION ABOUT THE FOREIGN
PARTY
1. Full name, trading name and
abbreviated name (if any) of the bank (banks) planning to participate in the
joint venture.
2. Address of the head office,
phone number, fax number, email.
3. Establishment date, date of
business registration, date of commencing operation and date of terminating
operation.
4. Issuing agency of the Establishment
and Operation License, number and date of the License, expiry date (if any).
5. Issuing agency of the
Business Registration Certificate, number and date of the Business Registration
Certificate.
6. Charter capital, actually
contributed capital.
7. Legal representative of bank
(banks)
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Including main contents as
provided for in part I hereinabove.
III. JOINT VENTURE BANK PLANNED
TO BE ESTABLISHED IN VIETNAM
1. Name of the joint venture
bank: full name, trading name and abbreviated name (if any) of joint venture
bank in Vietnamese, and in English (in case of any proposal).
2. Location (province, city
under the Central Government’s management) where the head office is to be
located.
3. Charter capital; ratio of
capital contribution of the Parties, specific capital contribution level of
each bank participating in the joint venture; mode and progress of the capital
contribution.
4. Expected personnel:
- The Board of Directors:
structure, number of members, Chairman; name, age, professional qualification
of members.
- Controllers Committee:
structure, number of members, Chief; name, age, professional qualification of
members.
- General Manager (Manager):
name, age, professional qualification.
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5. The planned number of
officers, staff of the branch: Number of people with foreign nationality,
number of people with Vietnamese nationality.
6. Operation duration of the
joint venture bank.
7. Operation type of the joint
venture bank (commercial bank, development bank…); main operation contents.
8. Name, position of the
individual, organization being the representative (or on behalf) of the
Parties…………… that follows up the application for the establishment and performs
procedures relating to the establishment of the joint venture bank, enclosed
with the letter of attorney (if any).
The Parties (banks)
participating in the joint venture undertakes:
- To ensure the accuracy,
truthfulness of the contents in the application and the file for the issuance
of the License.
- To be ready to give support to
the joint venture bank in Vietnam in terms of finance, technology, management,
execution, operation; To ensure to maintain the actual value of the charter
capital of the joint venture bank not to be lower than the legal capital and
fully satisfy provisions on operational prudence in accordance with provisions
of the State Bank.
- To seriously comply with
provisions of Vietnamese laws and provisions of the State Bank of Vietnam.
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Competent representatives of
the Parties (banks) participating in the joint venture sign together
(Note: This Appendix only provides
for main contents required, the parties to the joint venture may supplement
more contents if deemed necessary)
APPENDIX 1C
APPLICATION FOR THE ISSUANCE OF THE ESTABLISHMENT
AND OPERATION LICENSE OF 100% FOREIGN OWNED BANK IN VIETNAM
To: The Governor of the State
Bank
………………………………
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I. INFORMATION ABOUT THE PARENT
BANK (ABOUT THE CAPITAL CONTRIBUTORS IN CASE OF HAVING 2 OR MORE ORGANIZATIONS
CONTRIBUTING CAPITAL)
1. Full name, trading name and
abbreviated name (if any) of the parent bank (capital contributors)
2. Address of the head office,
phone number, fax number, email.
3. Establishment date, date of
business registration, date of commencing operation and date of terminating
operation.
4. Issuing agency of the
Establishment and Operation License, number and date of the License, expiry
date (if any).
5. Issuing agency of the
Business Registration Certificate, number and date of the Business Registration
Certificate.
6. Charter capital, actually
contributed capital.
7. Legal representative of the
parent bank (capital contributors).
II. 100% FOREIGN OWNED BANK
PLANNED TO BE ESTABLISHED IN VIETNAM
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2. Location (province, city
under the Central Government’s management) where the head office is to be
located.
3. Charter capital; ratio of
capital contribution of the members, specific capital contribution level of
each member (in case of having 2 or more capital contributors); mode and
progress of the capital contribution.
4. Expected personnel:
- The Board of Directors:
structure, number of members, Chairperson; name, age, qualification of the
members.
- Controllers Committee:
structure, number of members, Chief; name, age, qualification of the members
- General Manager (Manager):
name, age, professional qualification.
(Enclosed with curriculum vitae;
diplomas, certificates proving the capacity, status and professional
qualification of the above personnel).
5. The planned number of
officers, staff of the bank: Number of people with foreign nationality, number
of people with Vietnamese nationality.
6. Operation duration of 100%
foreign owned bank.
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8. Name, position of the
individual, organization being the representative (or on behalf) of the parent
Bank (or capital contributors) who follows up the application for the
establishment and performs procedures relating to the establishment of 100%
foreign owned bank, enclosed with the letter of attorney (if any).
The parent Bank (and capital
contributors) undertakes:
- To ensure the accuracy,
truthfulness of the contents in the application and the file for the issuance
of the License.
- To be ready to give support to
the 100% foreign owned bank in Vietnam in terms of finance, technology,
management, execution, operation; To ensure to maintain the actual value of the
charter capital of the 100% foreign owned bank in Vietnam not to be lower than
the legal capital and fully satisfy provisions on operational prudence in
accordance with provisions of the State Bank.
- To seriously comply with
provisions of Vietnamese laws and provisions of the State Bank of Vietnam.
….., date…………
Chairman of the Board of
Directors of the Parent Bank
(Or competent representative
of the Parent Bank)
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APPENDIX 1D
APPLICATION FOR THE ISSUANCE OF THE LICENSE FOR
OPENING REPRESENTATIVE OFFICE OF FOREIGN CREDIT INSTITUTION IN VIETNAM
To: The Governor of the State
Bank
………………………………….
Based on the demand for the
development of the cooperation, investment, business relationship with
Vietnamese credit institutions, economic organizations, the foreign credit
institution (name) would like to submit the Governor of the State Bank the
application for the issuance of the License for opening a representative office
of foreign credit institution in Vietnam with following main contents:
I. INFORMATION ABOUT THE FOREIGN
PARTY
1. Full name, trading name and
abbreviated name (if any) of the foreign credit institution.
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3. Establishment date, date of
business registration, date of commencing operation and date of terminating
operation.
4. Issuing agency of the
Establishment and Operation License, number and date of the License, expiry
date (if any).
5. Issuing agency of the
Business Registration Certificate, number and date of the Business Registration
Certificate.
6. Charter capital, actually
contributed capital.
7. Legal representative of
foreign credit institution.
II. REPRESENTATIVE OFFICE
PLANNED TO BE OPENED IN VIETNAM
1. Name of the representative
office: full name, trading name and abbreviated name (if any) of the
representative office in Vietnamese, and in English (in case of having any
proposal).
2. Location (province, city
under the Central Government’s management) where the representative office is
to be located.
3. Purpose of opening the
representative office and operation contents of the representative office.
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6. Operation duration of the
representative office.
7. Expected Chief of the
representative office: full name, age, nationality (enclosed with the
curriculum vitae).
8. Name, position of the
individual, organization being the representative (or on behalf) of the foreign
credit institution who follows up the application for the opening of
Representative Office and performs procedures relating to the opening of the
representative office, enclosed with the letter of attorney (if any).
The foreign credit institution
undertakes:
- To ensure the accuracy,
truthfulness of the contents in the file for the issuance of the License.
- To seriously comply with
provisions of Vietnamese laws and provisions of the State Bank of Vietnam.
….., date…………
Chairman of the Board of
Directors of the Foreign CI
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(Note: This Appendix only
provides for main contents required, the foreign CI may supplement more
contents if deemed necessary)
APPENDIX 2A
STATE BANK OF
VIETNAM
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No:……/GP-NHNN
SOCIALIST
REPUBLIC OF VIETNAM
Independence –
Freedom – Happiness
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Hanoi,
date……….
LICENSE OF THE OPENING OF THE FOREIGN BANK BRANCH
THE GOVERNOR OF THE STATE BANK
In consideration of the
application and file for the issuance of the License for the opening of foreign
bank branch in Vietnam of the Bank………,
DECIDES:
Article 1.
To permit the Bank…. whose
trading address is at……….., head office is at……. to open a branch in (province,
city under the Central Government’s management) of the Socialist Republic of
Vietnam.
Article 2.
Name of the foreign bank branch:
Full name, trading name, abbreviated name (if any) in Vietnamese and in English
(in case of any proposal).
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Appropriated capital of the
foreign bank branch:
Article 3. Operation
duration of the foreign bank branch:
Article 4. Operation type
of the foreign bank branch:
….. (commercial bank,
development bank, or other types of bank)
Article 5. Operation contents:
Branch of the Bank …….. shall
perform operations in Vietnamese dong and foreign currencies, engage in foreign
exchange trading activities (of the type of commercial bank, development
bank….) in accordance with provisions of the Law on Credit Institutions,
provisions of applicable laws on the operation of (commercial bank, development
bank….). Main operation contents of the branch of the Bank…… are as follows:
1. Capital mobilization:
- ……………………………
2. Credit activity
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3. Payment and treasury service:
- ……………………………
4. Other activities:
- ……………………………
5. Apart from the above
activities, branch of the Bank………. shall be authorized to perform other
operations of (commercial bank, development bank,…) where it has a demand and
is approved by the State Bank.
Article 6. During the
operation process, branch of the Bank…. must comply with applicable laws of
Vietnam, Law on Credit Institutions and the Law on the amendment, supplement of
several articles of the Law on Credit Institutions, Regulations on the foreign
exchange control, the Decree No.22/2006/ND-CP dated 28/02/2006 of the
Government on the organization and operation of foreign bank branches, joint
venture banks, 100% foreign owned banks, representative office of foreign
credit institutions in Vietnam, regimes and provisions issued by the Governor
of the State Bank of Vietnam.
Article 7. Upon remitting
profits from Vietnam overseas, branch of the Bank…. must pay taxes in
accordance with provisions of the Law on taxes of Vietnam.
Article 8. This License
shall be effective from the signing date. Within a period of 12 months since
the issuance of the License, the branch of the Bank…. must complete necessary
procedures and open its operation. After the above period, if the branch of the
Bank…….. fails to open its operation, this License shall cease its
effectiveness.
Article 9. The
establishment and operation license of the branch of the Bank…. is made in …..
originals: one original is issued to the Foreign Bank (Parent bank), one
original is registered at the Department of Planning and Investment; one
original is archived at the State Bank of Vietnam.
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GOVERNOR
APPENDIX 2B
STATE BANK OF
VIETNAM
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No:……/GP-NHNN
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Independence – Freedom
– Happiness
--------------------------
Hanoi,
date……….
LICENSE
FOR THE ESTABLISHMENT AND OPERATION OF THE JOINT
VENTURE BANK
THE GOVERNOR OF THE STATE BANK
In consideration of the
application and file for the issuance of the License for the establishment and
operation of joint venture bank……….. in Vietnam of the Bank…… and the Bank……
DECIDES:
Article 1.
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- Vietnamese Party: name and
address of the Bank (banks) participating in the joint venture.
- Foreign Party: name and
address of the Bank (banks) participating in the joint venture.
Article 2.
Name of the joint venture bank:
Full name, trading name, abbreviated name (if any) in Vietnamese and in English
(in case of any proposal).
The joint venture bank has it
head office located in (province, city under the Central Government’s
management, the Socialist Republic of Vietnam).
Trading address of the joint
venture bank: No….., province, city (as mentioned above), the Socialist
Republic of Vietnam.
The joint venture bank shall be established
in form of a limited liability company which has legal status in accordance
with provisions of Vietnamese laws and has its own seal.
Article 3.
Charter capital of the Joint
venture Bank …. is:…..
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Vietnamese party
contributes:………, equaling to……% of the charter capital.
Foreign party
contributes:………….., equaling to……% of the charter capital.
* State clearly the capital
contribution level of each bank, amount of the contributed capital in cash, in
asset (if any), mode of capital contribution and performance time (if any).
Article 4. Operation
duration of the Joint venture Bank……: … years
Article 5. Operation type
of the Joint venture Bank…..:
……... (commercial bank,
development bank, or other types of bank)
Article 6. Operation
contents:
The Joint venture Bank shall
perform operations in Vietnamese dong and foreign currencies, engage in foreign
exchange trading activities of the bank subject to the bank type……….(commercial
bank, development bank….) in accordance with provisions of the Law on Credit
Institutions, provisions of applicable laws on the operation of (commercial
bank, development bank….). Main operation contents of joint venture Bank are as
follows:
1. Capital mobilization:
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2. Credit activity
- ……………………………
3. Payment and treasury service
- ……………………………
4. Other activities:
- ……………………………
5. Apart from the above
activities, the joint venture Bank shall be authorized to perform other
operations of (commercial bank, development bank,…) where it has a demand and
is approved by the State Bank.
Article 7. During the
operation process, the joint venture Bank must comply with laws of Vietnam, Law
on Credit Institutions and the Law on the amendment, supplement of several
articles of the Law on Credit Institutions, Regulations on the foreign exchange
control, the Decree No.22/2006/ND-CP dated 28/02/2006 of the Government on the
organization and operation of foreign bank branches, joint venture banks, 100%
foreign owned banks, representative office of foreign credit institutions in Vietnam,
regimes and provisions issued by the Governor of the State Bank of Vietnam.
Article 8. Upon remitting
profits from Vietnam overseas, joint venture bank must pay taxes in accordance
with provisions of the Law on taxes of Vietnam.
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Article 10. The
establishment and operation license of the joint venture bank…. is made in …..
originals: each party in the joint venture shall keep one original; one original
is issued to joint venture bank, one original is registered at the Department
of Planning and Investment; one original is archived at the State Bank of
Vietnam.
GOVERNOR
APPENDIX 2C
STATE BANK OF
VIETNAM
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SOCIALIST
REPUBLIC OF VIETNAM
Independence –
Freedom – Happiness
--------------------------
Hanoi,
date……….
LICENSE
FOR THE ESTABLISHMENT AND OPERATION OF 100% FOREIGN
OWNED BANK
THE GOVERNOR OF THE STATE BANK
In consideration of the
application and file for the issuance of the License for the establishment and
operation of 100% foreign owned bank in Vietnam …. of the Bank (parent bank)……
DECIDES:
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To permit the following Bank …
(organizations)…. to establish a 100% foreign owned bank in Vietnam:
- The parent bank: name and
address of the parent Bank of the 100% foreign owned bank.
- Other capital contributors
being foreign organizations: name and address of the foreign organizations
which are capital contributors for the establishment of the 100% foreign owned
bank.
Article 2.
Name of the 100% foreign owned
bank: Full name, trading name, abbreviated name (if any) in Vietnamese and in
English (in case of any proposal).
The 100% foreign owned bank has
its head office located in (province, city under the Central Government’s
management…….., the Socialist Republic of Vietnam).
Trading address of the 100%
foreign owned bank: No….., province, city (as mentioned above), the Socialist
Republic of Vietnam.
The 100% foreign owned bank
shall be established in form of a limited liability company which has legal status
in accordance with provisions of Vietnamese laws and has its own seal.
Article 3.
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Of which:
(Parent)
Bank:………contributes:…….., equaling to……% of the charter capital.
Other capital contributors
contributes….….., equaling to……% of the charter capital.
* State clearly the capital
contribution level of each member, amount of the contributed capital in cash,
in asset (if any), mode of capital contribution and time of contribution (if
any).
Article 4. Operation
duration of the 100% foreign owned Bank……: … years
Article 5. Operation type
of the 100% foreign owned Bank…..:
….. (commercial bank,
development bank, or other types of bank)
Article 6. Operation
contents:
The 100% foreign owned Bank
shall perform operations in Vietnamese dong and foreign currencies, engage in
foreign exchange trading activities of the bank subject to the bank
type…….(commercial bank, development bank….) in accordance with provisions of
the Law on Credit Institutions, provisions of laws on the operation of the
bank…………. (commercial bank, development bank….). Main operation contents of the
100% foreign owned Bank are as follows:
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- ……………………………
2. Credit activity
- ……………………………
3. Payment and treasury service
- ……………………………
4. Other activities:
- ……………………………
5. Apart from the above
activities, the 100% foreign owned Bank shall be authorized to perform other
operations of (commercial bank, development bank,…) where it has a demand and
is approved by the State Bank.
Article 7. During the
operation process, the 100% foreign owned Bank must comply with laws of
Vietnam, Law on Credit Institutions and the Law on the amendment, supplement of
several articles of the Law on Credit Institutions, Regulations on the foreign
exchange control, the Decree No.22/2006/ND-CP dated 28/02/2006 of the
Government on the organization and operation of foreign bank branches, joint
venture banks, 100% foreign owned banks, representative office of foreign
credit institutions in Vietnam, regimes and provisions issued by the Governor
of the State Bank of Vietnam.
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Article 9. This License
shall be effective from the signing date. Within a period of 12 months since
the issuance of the License, the 100% foreign owned bank must complete
necessary procedures and open its operation. After the above period, if the
bank fails to open its operation, this License shall cease its effectiveness.
Article 10. The
establishment and operation license of the 100% foreign owned bank…. is made in
….. originals: one original is issued to parent bank, one original is issued to
100% foreign owned bank, one original is registered at the Department of
Planning and Investment; one original is archived at the State Bank of Vietnam.
GOVERNOR
APPENDIX 2D
STATE BANK OF
VIETNAM
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No:……/GP-NHNN
SOCIALIST
REPUBLIC OF VIETNAM
Independence – Freedom
– Happiness
--------------------------
Hanoi,
date……….
LICENSE
FOR THE OPENING OF REPRESENTATIVE OFFICE OF FOREIGN
CREDIT INSTITUTION
THE GOVERNOR OF THE STATE BANK
In consideration of the
application and file for the issuance of the License for the opening of foreign
bank branch in Vietnam of the Bank………,
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Article 1.
To permit the Credit
Institution…, whose trading address is at…….., head office is at….. to open a
Representative office in (province, city under the Central Government’s
management), Socialist Republic of Vietnam:
Article 2.
Name of the Representative
office: Full name, trading name, abbreviated name (if any) in Vietnamese and in
English (in case of any proposal).
Article 3. Operation
duration of the Representative Office:….
Article 4. Operation
contents of the Representative Office…..:
Article 5. During the
operation process, the Representative office….. must comply with laws of
Vietnam, Law on Credit Institutions and the Law on the amendment, supplement of
several articles of the Law on Credit Institutions, the Decree No.22/2006/ND-CP
dated 28/02/2006 of the Government on the organization and operation of foreign
bank branches, joint venture banks, 100% foreign owned banks, representative
office of foreign credit institutions in Vietnam, related provisions of laws.
Article 6. This License
shall be effective from the signing date. Within a period of 12 months since
the issuance of the License, the Representative office ……. must complete
necessary procedures and open its operation. After the above period, if the
Representative office... fails to open its operation, this License shall cease
its effectiveness.
Article 7. This license
is made in ….. originals: one original is issued to the foreign credit
institution; one original is registered at the People’s Committee of the
province, city under the Central Government’s management; one original is
archived at the State Bank of Vietnam.
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GOVERNOR