Circular No. 57/2024/TT-NHNN dated December 24, 2024 on prescribing application and procedures for initial issuance of licenses to non-bank credit institutions
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THE STATE BANK
OF VIETNAM |
THE SOCIALIST
REPUBLIC OF VIET NAM |
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No. 57/2024/TT-NHNN |
Hanoi, December 24, 2024 |
CIRCULAR
PRESCRIBING APPLICATION AND PROCEDURES FOR INITIAL ISSUANCE OF LICENSES TO NON-BANK CREDIT INSTITUTIONS
Pursuant to the Law on the State Bank of Vietnam dated June 16, 2010;
Pursuant to the Law on Credit Institutions dated January 18, 2024;
Pursuant to the Government's Decree No. 102/2022/ND-CP dated December 12, 2022 prescribing functions, tasks, powers and organizational structure of the State Bank of Vietnam (SBV);
Pursuant to the Government’s Decree No. 162/2024/ND-CP dated December 20, 2024 providing licensing requirements for people’s credit funds, microfinance institutions and eligibility requirements for owners of credit institutions that are single-member limited liability companies, founding shareholders and founding members;
At the request of the Head of the SBV Banking Supervision Agency;
The Governor of the State Bank of Vietnam promulgates a Circular prescribing application and procedures for initial issuance of licenses to non-bank credit institutions.
Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Circular provides regulations on application and procedures for initial issuance of licenses to non-bank credit institutions.
Article 2. Regulated entities
1. General finance companies.
2. Specialized finance companies.
3. Organizations and individuals involved in the initial issuance of licenses to non-bank credit institutions.
Article 3. Definitions
For the purposes of this Circular, the terms used herein are construed as follows:
1. “foreign credit institution” making capital contribution to a non-bank credit institution means a bank, finance company or finance corporation.
2. “capital-contributing shareholder” means a shareholder that holds at least 01 ordinary share of a non-bank credit institution upon its establishment.
3. “capital-contributing member” means any Vietnamese enterprise, Vietnamese commercial bank or foreign credit institution that makes capital contributions to a multi-member limited liability non-bank credit institution.
4. “founding meeting” means a meeting of founding shareholders, founding members and other capital-contributing members that:
a) Ratify the draft charter of the non-bank credit institution, scheme on establishment of the non-bank credit institution, list of persons to be elected or appointed to act as Chairperson and members of the Board of Directors, those of the Board of Members, head and members of the Control Board, and General Director (Director) of the non-bank credit institution for the first term of office;
b) Elect preparatory board and its head;
c) Decide other matters relevant to the establishment of a non-bank credit institution.
5. “preparatory board” means a group of persons who are selected by founding shareholders, founding members, or owner to act as their authorized representative performing tasks relating to the application for license on their behalf. A preparatory board must be comprised of at least 02 members one of which will act as the board’s head.
6. “founding general meeting” means a general meeting of founding shareholders, capital-contributing shareholders, founding members and capital-contributing members that is held after the State Bank of Vietnam (hereinafter referred to as “SBV”) approves the principles of establishment to:
a) Ratify charter of the non-bank credit institution;
b) Elect of appoint members of the Board of Directors, the Board of Members and the Control Board for the first term of office according to the list of proposed personnel approved by SBV;
c) Ratify regulations on organization and operation of the Board of Directors, Board of Members and Control Board;
d) Decide other matters relevant to the establishment of the non-bank credit institution.
7. “unit in charge of processing applications for license” means a SBV’s affiliated unit tasked with processing applications for initial issuance of license of non-bank credit institutions.
Article 4. Legal forms of non-bank credit institutions
1. Non-bank credit institutions are organized in the legal forms specified in clauses 3 and 4 Article 6 of the Law on Credit Institutions.
2. A non-bank credit institution may be organized in the legal form of a multi-member limited liability company whose capital is contributed by Vietnamese commercial banks and Vietnamese enterprises (in which a Vietnamese commercial bank must own at least 30% of its total charter capital) or by Vietnamese commercial banks only, provided that provisions of clause 1 Article 77 of the Law on Credit Institutions are complied with.
3. A joint-venture non-bank credit institution may be organized in the form of a multi-member limited liability company with capital contributed by a Vietnamese party (including one or more Vietnamese commercial banks and Vietnamese enterprises) and a foreign party (including one or more foreign credit institutions) on the basis of a joint venture agreement, provided that provisions of clause 1 Article 77 of the Law on Credit Institutions are complied with.
4. A wholly foreign-owned non-bank credit institution may be organized in the form of a single-member limited liability company owned by a single foreign credit institution or in the form of a multi-member limited liability company whose capital is contributed by foreign credit institutions, provided that provisions of clause 1 Article 77 of the Law on Credit Institutions are complied with.
Article 5. Operating duration
The operating duration of a non-bank credit institution is specified in its license and shall not exceed 50 years.
Chapter II
PROVISIONS ON LICENSING
Article 6. License
1. SBV stipulates banking and other business operations specified in the license issued to each non-bank credit institution according to the license form in Appendix 01, 02, 03 or 04 enclosed herewith corresponding to each form of non-bank credit institutions.
2. If its license was lost, torn, burned or otherwise destroyed, the non-bank credit institution shall prepare and submit a written request clearly stating reasons therefor by post or directly to the SBV’s head office (via its Single-window Section) for issuance of a duplicate of the license from the master register in accordance with regulations of law.
Within 05 working days from its receipt of the written request, SBV shall consider issue a duplicate license from the master register to the non-bank credit institution.
Article 7. Licensing procedures
1. The preparatory board shall prepare an application for the license as prescribed in Article 10, Article 11, Clauses 1, 2, 3 Article 12, Clauses 1, 2, 3, 4, 5, 6, 7 Article 13 of this Circular, and send it by post or directly to the SBV’s head office (via its Single-window Section).
Within 60 working days from its receipt of the application, SBV shall provide the preparatory board with a written confirmation of receipt of adequate and valid application for further consideration and grant of approval in principle or, in the case the submitted application is inadequate or invalid, request the preparatory board in writing to modify its application.
2. Within 90 days from the date on which it gives a written confirmation of receipt of an adequate and valid application, SBV shall grant a written approval in principle of the establishment to the non-bank credit institution. If an application is refused, SBV shall give a written response indicating reasons for its refusal to the preparatory board.
3. Within 60 days from its receipt of a written approval in principle of the establishment of the non-bank credit institution, the preparatory board shall prepare additional documents as prescribed in Clause 4 Article 12, Clause 8 Article 13 hereof, and send them by post or directly to the SBV’s head office (via its Single-window Section). Over the said time limit, if SBV does not receive or inadequately receives the required documents, the given approval in principle will automatically become null and void.
Within 05 working days from its receipt of adequate documents as required, SBV shall give a written confirmation of receipt of adequate documents to the preparatory board.
4. Within 30 days from its receipt of adequate documents as required, SBV shall issue a License as prescribed. If SBV refuses to issue the requested License, a written response indicating reasons for its refusal shall be given to the preparatory board.
Article 8. Licensing fees
1. Within 15 days from the date on which it is issued with a License, the non-bank credit institution shall pay the required licensing fee at SBV (SBV Operations Center) or online via the National public service portal.
2. Licensing fees shall be paid in accordance with regulations of the Law on fees and charges.
Article 9. Requirements regarding total assets and financial status to be satisfied by foreign credit institutions when applying for License
When applying for a License, a foreign credit institution that is a founding member or owner of the non-bank credit institution to be establish must meet the following requirements regarding its total assets and financial status:
1. It has maintained a minimum of total assets equivalent to at least USD 10 billion at the end of the year preceding the year in which an application for License is submitted and by the time of submission of additional documents to serve the application processing;
2. It has maintained a profitable business in the last 03 consecutive years preceding the year in which an application for License is submitted and by the time of submission of additional documents to serve the application processing.
Article 10. Application preparation principles
1. Documents included in an application for License must be signed by the head of the preparatory board, and the documents prepared according to the Appendixes enclosed herewith are originals while other documents may be certified true copies, unless otherwise prescribed herein. Heading of any document signed by the preparatory board’s head shall contain the phrase “Preparatory Board for establishment of [planned name of the non-bank credit institution]”.
2. An application for License of a domestic non-bank credit institution shall include 01 set of original documents prepared in Vietnamese, unless otherwise prescribed herein.
3. An application for License of a joint-venture non-bank credit institution or a wholly foreign-owned non-bank credit institution shall include 02 sets (one prepared in Vietnamese and the other prepared in English), unless otherwise prescribed herein. To be specific:
a) The set of application documents in English must bear consular legalization as prescribed by law, except the following documents:
(i) The documents sent by competent authorities of the country where the foreign credit institution is headquartered directly to SBV;
(ii) Financial statements directly prepared in English;
(iii) Other documents exempted from the consular legalization requirement as prescribed by the law on consular legalization.
b) The translator’s signature appearing on translations from English into Vietnamese must be certified in accordance with Vietnam’s regulations on certification, except the documents specified in point c of this clause;
c) Translations of financial statements must be certified by licensed translation service providers as prescribed by law;
d) Original documents in Vietnamese (or their copies) which are made in Vietnam must not be translated into English.
4. If any document is a copy other than a certified true copy or a copy made from its master register, its original must be presented for verification purpose. The official in charge of verification shall assume responsibility for the accuracy of the copy compared to its original.
5. Each set of application must include a list of documents.
Article 11. General application for License
A general application for License includes:
1. An application form for License which is made using the form in Appendix No. 05 enclosed herewith and signed by founding shareholders, owner or founding members.
2. The draft charter of the non-bank credit institution.
3. The scheme on establishment of the non-bank credit institution (except the case prescribed in Clause 4 of this Article) which shall, inter alia, include:
a) The necessity of establishment;
b) Name and business form of the non-bank credit institution to be established, name of province or city where it is to be headquartered, operating duration, charter capital upon establishment, business lines and its capacity to meet requirements for banking operations corresponding to the planned form of the non-bank credit institution as prescribed by law;
c) Financial capacity of founding shareholders, capital-contributing shareholders, owner, founding members and capital-contributing members;
d) Planned organizational chart and business network for the first 03 years;
dd) The proposed personnel list, containing detailed description of qualifications and working experience in finance, banking, economics, business administration, law, accounting and auditing meeting requirements of each of the persons holding the following positions or titles:
(i) Chairperson, members and independent members of the Board of Directors or the Board of Members; heads of committees affiliated to the Board of Directors or the Board of Members;
(ii) Head and members of the Control Board;
(iii) General Director (Director), Deputy General Directors (Deputy Directors), Chief Accountant and heads of departments or divisions within the non-bank credit institution’s organizational chart.
e) Risk management policies: Identification, measurement, prevention, management and control of credit risk, operational risk, market risk, liquidity risk and other risks incurred during operation;
g) Information technology (IT):
(i) Planned funding for investing in IT;
(ii) IT system which must meet business administration and risk management requirements and comply with the SBV’s regulations;
(iii) Description of ability to apply IT which clearly indicates the duration of technology investment; types of technologies to be applied; proposed employees and their capacity to meet IT application requirements; capacity for integrating and connecting with SBV’s management system for providing information to meet the SBV’s management requirements;
(iv) Documents on IT infrastructure serving the non-bank credit institution’s operation;
(v) Solutions for ensuring safety and confidentiality corresponding to services to be provided; solutions for ensuring uninterrupted operation of IT system;
(vi) Identification, measurement and implementation of plan for management of risks to technologies to be applied in operation of the non-bank credit institution;
(vii) Planned assignment of responsibility to report and control operation of the IT system;
h) Sustainable development capacity:
(i) Market analysis and assessment, including actual situation, challenges and prospects;
(ii) Capacity for participation and competition in the market, including proved benefits of market participation;
(iii) Strategies for development and expansion of business network and banking operations, expected types of customers, including detailed analysis of satisfaction of conditions when engaging in conditional business lines;
i) Internal control and audit systems:
(i) Operating rules and requirements of the internal control system;
(ii) Draft internal regulations on organization and operation of the non-bank credit institution, which inter alia include the internal regulations set forth in Clause 2 Article 101 of the Law on Credit Institutions and the following: Regulations on organization and operation of the Board of Directors, Board of Members, Control Board and executives; regulations on organization and operation of the headquarters, branches and other affiliated units;
(iii) Internal audit contents and procedures;
k) The business plan for the first 03 years, which inter alia includes the following contents: Market analysis, and business strategies, objectives and plans; expected financial statements of each year (including balance sheet, income statement, cash flow statement, minimum capital adequacy ratios, business performance indicators and description of capacity to achieve financial indicators in each year).
4. The scheme on establishment of the non-bank credit institution which has been approved by the owner and includes the contents specified in Clause 3 of this Article (except the contents in Points a and c) in case the owner is a commercial bank that is subject to and required to establish a non-bank credit institution to implement the approved mandatory transfer plan.
5. Documentary evidences of competency of management, control and executive boards:
a) CVs made using the form in the Appendix No. 06 enclosed herewith;
b) Criminal records:
(i) In case the proposed person holds Vietnamese nationality, his/her criminal record must be issued by the agency managing criminal record database and contain sufficient information about all criminal records (regardless of whether they have been expunged or not) and information on prohibition from holding certain positions, incorporation and management of enterprises and cooperatives;
(ii) In case the proposed personnel does not hold Vietnamese nationality, his/her criminal record or another document of equivalent validity (which contains sufficient information about criminal records and information on prohibition from holding certain positions, incorporation and management of enterprises and cooperatives) must be issued by a Vietnamese competent authority or foreign competent authority as prescribed. In case the criminal record or another document of equivalent validity issued by a foreign competent authority does not contain information on the prohibition from holding certain positions, incorporation and management of enterprises and cooperatives, the preparatory board shall give a written explanation that there is no competent authority in the country issuing the criminal record or another document of equivalent validity which contains the required information and give a written commitment to ensure that the personnel to be appointed to the management, control and executive boards is not prohibited from holding certain positions, incorporation and management of enterprises and cooperatives in accordance with regulations of the Law on Credit Institutions;
(iii) Any criminal record or another document of equivalent validity specified in point b(i) or b(ii) must be issued by a competent authority no more than 06 months before the date on which the non-bank credit institution submits an application for License;
c) Qualifications proving professional competence;
d) Other documentary evidences of the fulfillment of eligibility requirements and standards as prescribed in the Law on Credit Institutions and other relevant laws;
dd) If a person to be appointed to act as a member of the Board of Directors, Board of Members, head of the Control Board or General Director (Director) does not hold Vietnamese nationality, in addition to the abovementioned documents, written commitment on his/her eligibility to stay and work in Vietnam must be submitted.
6. The minutes of the founding meeting of founding shareholders or founding members or the owner’s document indicating appointment of members of the preparatory board, the preparatory board’s head, and ratifying the draft charter, the scheme on establishment of the non-bank credit institution, and approving the list of persons to be appointed to management, control and executive boards, and to act as members and head of the preparatory board.
Article 12. Application for License for joint-stock non-bank credit institution
An application for License for a joint-stock non-bank credit institution includes:
1. The documents specified in Article 11 of this Circular.
2. The list of founding shareholders and capital-contributing shareholders made using the form in Appendix No. 07 enclosed herewith.
3. Documents of capital-contributing shareholders:
a) For an individual:
(i) The request for purchase of shares made using the form in Appendix No. 08 enclosed herewith;
(ii) The statement of his/her related persons made using the form in Appendix No. 10 enclosed herewith;
(iii) In addition to the abovementioned documents, a founding shareholder has to submit the following documents:
- A CV made using the form in the Appendix No. 06 enclosed herewith;
- A criminal record which is issued by the agency managing criminal record database and contains adequate information about criminal records and information on prohibition from incorporation of enterprises and cooperatives;
- The statement of personal credit relationships made using the form in Appendix 11 enclosed herewith;
- Financial statements of the enterprise in which the founding shareholder has acted as a manager for at least 03 (three) consecutive years preceding the year in which an application for License is submitted, or a copy of bachelor’s degree or postgraduate degree in finance, banking, economics, business administration, law, accounting or auditing;
b) For an organization:
(i) The request for purchase of shares made using the form in Appendix No. 09 enclosed herewith;
(ii) The statement of its related persons made using the form in Appendix No. 10 enclosed herewith;
(iii) The power of attorney giving authorization to a person representing its capital contributed to the non-bank credit institution as prescribed by law;
(iv) Its charter on organization and operation;
(v) Its financial statements of the year preceding the year of application submission and financial statements covering the period by the time of application submission which have been audited by audit organizations included in the list of qualified audit organizations announced by a competent authority, and given no qualified opinion. If audited financial statements are not yet available at the time of application submission, the organization shall submit its unaudited financial statements and assume responsibility for contents thereof, and must submit the audited ones immediately after the auditor's report is given;
(vi) In addition to the abovementioned documents, a founding shareholder has to submit the following documents:
- A CV of the person authorized to represent its contributed capital which is made using the form in the Appendix No. 06 enclosed herewith;
- A criminal record of the person authorized to represent its capital contributed to the non-bank credit institution which is issued by the agency managing criminal record database and contains sufficient information about all criminal records;
- The statement of its credit relationships made using the form in Appendix 12 enclosed herewith;
- Its financial statements of the last 03 years preceding the year of application submission which have been audited by audit organizations included in the list of qualified audit organizations announced by a competent authority, and given no qualified opinion. If audited financial statements of the previous year are not yet available at the time of application submission, the organization shall submit its unaudited financial statements and assume responsibility for contents thereof, and must submit the audited ones immediately after the auditor's report is given;
- The report on financial capacity to make capital contribution to the non-bank credit institution of the organization that is not a commercial bank, made using the form in Appendix No. 13 enclosed herewith;
- Documents proving its fulfillment of tax and social insurance obligations: written commitment to fulfill tax and social insurance obligations which is made by the organization according to Appendix 14 enclosed herewith; the tax authority’s certification of fulfillment of tax obligations towards state budget; the social insurance agency’s document indicating information on the organization’s social insurance contributions.
4. Upon its receipt of a written approval in principle, the preparatory board must submit the following additional documents:
a) The charter of the non-bank credit institution ratified by the founding general meeting;
b) The minutes and resolution of the founding general meeting giving approval for the charter and appointment of members of the Board of Directors, Control Board, and regulations on organization and operation of the Board of Directors, Control Board;
c) The minutes of the meeting of the Board of Directors on appointment of the Chairperson of the Board of Directors; the minutes of the meeting of the Control Board on appointment of the head of the Control Board;
d) Decisions of the Board of Directors on appointment of General Director (Director), Deputy General Directors (Deputy Directors), and Chief Accountant;
dd) Written confirmation of capital amount contributed by capital-contributing shareholders which is given by a Vietnamese commercial bank where the preparatory board opens an account for receiving capital contributions;
e) Documents proving the lawful ownership or right to use the premises of its headquarters;
g) Internal regulations on organization and operation of the non-bank credit institution prescribed in Point i(ii) Clause 3 Article 11 hereof, which have been ratified by the founding general meeting, Board of Directors;
h) Reports of founding shareholders that are Vietnamese commercial banks or Vietnamese enterprises on their compliance with provisions of the Government's Decree on licensing requirements for people’s credit funds, microfinance institutions and eligibility requirements for owners of credit institutions that are single-member limited liability companies, founding shareholders and founding members for the period starting from the time of submission of the application for License to the time of submission of additional documents serving the application processing.
Article 13. Application for License for limited liability non-bank credit institution
An application for License for a limited liability
non-bank credit institution includes:
1. The documents specified in Article 11 of this Circular.
2. The list of founding members and capital-contributing members made using the form in Appendix No. 07 enclosed herewith.
3. The joint venture agreement which includes adequate contents as required by law and the following:
a) Name and address of the joint-venture non-bank credit institution;
b) Names and addresses of the parties of the joint venture and their legal representatives;
c) Operating duration of the joint venture;
d) Charter capital, percentage and amount of capital contributed by each party, method and progress of contribution of charter capital;
dd) Rights and obligations of parties of the joint venture;
e) Number and ratio of members of the Board of Members, Control Board and Board of Directors appointed by each party of the joint venture;
g) Planned departments/divisions and employees for initial period of each party (number of employees holding Vietnamese nationality and those holding foreign nationality);
h) Principles for accounting, reporting, establishing and using funds; distributing profits and handling business losses;
i) Procedures for solving disputes arising between the parties during the performance of the joint venture agreement, procedures for liquidation, dissolution, merge and consolidation of the joint-venture non-bank credit institution;
k) Conditions for amending the joint venture agreement;
Lawful representatives of the parties of the joint venture must initial each page of the joint venture agreement and duly sign on its last page.
4. The agreement on capital contribution made between founding members of the limited liability non-bank credit institution.
5. Documents of the owner or founding member that is a Vietnamese commercial bank or Vietnamese enterprise (except the owner prescribed in clause 6 of this Article):
a) The documents prescribed in Point b(vi) Clause 3 Article 12 hereof, excluding the request for purchase of shares;
b) Reports on the process of establishment, operation and development orientations of the owner or founding member by the time of application submission.
6. Documents of the owner that is a commercial bank subject to mandatory transfer and establishes a non-bank credit institution to implement the approved mandatory transfer plan:
a) The power of attorney giving authorization to a person representing Vietnamese commercial bank’s capital contributed to the non-bank credit institution as prescribed by law;
b) Documents proving its fulfillment of tax and social insurance obligations: written commitment to fulfill tax and social insurance obligations which is made by the bank according to Appendix 14 enclosed herewith; the tax authority’s certification of fulfillment of tax obligations towards state budget; the social insurance agency’s document indicating information on the bank's social insurance contributions.
c) CVs which are made using the form in Appendix No. 06 enclosed herewith and criminal records of legal representative and person authorized to represent Vietnamese commercial bank’s capital contributed to the non-bank credit institution which are issued by the agency managing criminal record database and contain sufficient information about all criminal records and information on prohibition from incorporation of enterprises.
7. Documents of the owner or founding member that is a foreign credit institution:
a) The documents prescribed in points b(iii), b(iv), b(v) clause 3 Article 12 hereof and the following:
(i) A CV of the person authorized to represent its contributed capital which is made using the form in the Appendix No. 06 enclosed herewith;
(ii) A criminal record of the person authorized to represent its capital contributed to the non-bank credit institution which is issued by the agency managing criminal record database and contains sufficient information about all criminal records. In case the criminal record or another document of equivalent validity issued by a foreign competent authority does not contain information on the prohibition from holding certain positions, incorporation and management of enterprises, the preparatory board shall give a written explanation that there is no competent authority in the country issuing the criminal record or another document of equivalent validity which contains the required information and give a written commitment to ensure that the proposed person is not prohibited from holding certain positions, incorporation and management of enterprises in accordance with regulations of the Law on Credit Institutions;
(iii) The statement of its credit relationships made using the form in Appendix 12 enclosed herewith;
(iv) The financial statements of the foreign credit institution of the last 03 years preceding the year of application submission which have been audited and given no qualified opinion. If audited financial statements of the previous year are not yet available at the time of application submission, the foreign credit institution shall submit its unaudited financial statements and assume responsibility for contents thereof, and must submit the audited ones immediately after the auditor's report is given;
(v) Reports on the process of establishment, operation and development orientations of the owner or founding member by the time of application submission;
b) The written approval given by a competent authority of the country where the foreign credit institution is headquartered for its establishment of a joint venture non-bank credit institution or wholly foreign-owned non-bank credit institution in Vietnam. If no authority of the country where the foreign credit institution is headquartered is competent to issue this document according to its domestic legislation, written certifications given by competent authorities of the country where the foreign credit institution is headquartered or legislative documents of the country where the foreign credit institution is headquartered stipulating this matter which bear the consular legalization, are translated into Vietnamese and certified in accordance with regulations of law shall be submitted;
c) The document given by a competent authority of the country where the foreign credit institution is headquartered to provide the following information about the foreign credit institution:
(i) Its business lines licensed at the country where the foreign credit institution is headquartered at the time of application submission;
(ii) Its compliance with the law on banking operations and relevant laws within the last 05 years preceding the year of application submission and by the time of application submission;
(iii) Its capital adequacy ratio and other prudential ratios as prescribed by the country where the foreign credit institution is headquartered in the year preceding the year of application submission and by the time of application submission;
(iv) Its compliance with regulations of the country where the foreign credit institution is headquartered on risk management and establishment of required provisions in the year preceding the year of application submission and by the time of application submission;
d) The credit rating report or document issued by an international credit rating agency (indicating the credit rating and its outlook) to the foreign credit institution within 06 months prior to the time of application submission;
dd) The written commitment given by a competent authority of the country where the foreign credit institution is headquartered to ensure the consistent supervision of operations of the foreign credit institution in accordance with international practices;
e) The written commitments given by the owner and founding members to:
(i) provide assistance in finance, technologies, administration, management and operation to the joint-venture non-bank credit institution or the wholly foreign-owned non-bank credit institution;
(ii) ensure that the actual value of charter capital of the limited liability non-bank credit institution shall not be smaller than the legal capital, and fully comply with regulations on operational safety adopted by the SBV’s Governor.
8. Upon its receipt of a written approval in principle, the preparatory board must submit the following additional documents:
a) The charter of the non-bank credit institution ratified by the Board of Members;
b) A written confirmation of capital amounts contributed by the owner or founding members, given by a Vietnamese commercial bank where the preparatory board opens an account for receiving contributed capital;
c) Documents proving the lawful ownership or right to use the premises of its headquarters;
d) Internal regulations on organization and operation of the non-bank credit institution prescribed in Point i(ii) Clause 3 Article 11 hereof, which have been ratified by the Board of Members;
dd) Reports of Vietnamese commercial banks or Vietnamese enterprises or the commercial bank that establishes the non-bank credit institution to implement the approved mandatory transfer plan on their compliance with provisions of the Government's Decree on licensing requirements for people’s credit funds, microfinance institutions and eligibility requirements for owners of credit institutions that are single-member limited liability companies, founding shareholders and founding members for the period starting from the time of submission of the application for License to the time of submission of additional documents serving the application processing;
e) The written assessment, given by a competent authority of the country where the foreign credit institution is headquartered, of the foreign credit institution’s compliance with provisions on owners and founding members set out in the Government's Decree on licensing requirements for people’s credit funds, microfinance institutions and eligibility requirements for owners of credit institutions that are single-member limited liability companies, founding shareholders and founding members for the period starting from the time of submission of the application for License to the time of submission of additional documents serving the application processing;
g) In addition to the documents prescribed in Point a, b, c, d, dd, e of this Clause, the preparatory board of a single-member limited liability non-bank credit institution shall submit the following additional documents:
(i) The owner’s decision on appointment of Chairperson and members of the Board of Members, members of the Control Board, General Director (Director), Deputy General Director (Deputy Director), and Chief accountant;
(ii) The minutes of meeting of the Control Board on appointment of its head;
h) In addition to the documents prescribed in Point a, b, c, d, dd, e of this Clause, the preparatory board of a multiple-member limited liability non-bank credit institution shall submit the following additional documents:
(i) The minutes and resolution of the founding general meeting giving approval for the charter and election or appointment of members of the Board of Members, Control Board, and regulations on organization and operation of the Board of Members, Control Board;
(ii) The minutes of the meeting of the Board of Members on appointment of its Chairperson; the minutes of the meeting of the Control Board on appointment of its head;
(iii) Decision of the Board of Members on appointment of General Director (Director), Deputy General Directors (Deputy Directors), and Chief Accountant.
Chapter III
RESPONSIBILITIES OF RELEVANT UNITS
Article 14. Responsibilities of SBV’s affiliated units
1. The unit in charge of processing applications for License shall:
a) Act as a focal point in charge of receiving and cooperating with relevant affiliated units of SBV, SBV’s branches of province or city where the non-bank credit institution is to be headquartered (hereinafter referred to as “SBV’s provincial branches) in appraising applications for initial issuance of License; requesting the SBV’s Governor to send written request for opinions of the People’s Committee of the province or city where the non-bank credit institution is to be headquartered and the Ministry of Public Security (if necessary); requesting the SBV’s Governor to grant or refuse to grant approval in principle of the establishment of the non-bank credit institution; requesting the SBV’s Governor to issue or refuse to issue License to the non-bank credit institution;
b) Within 05 working days from the day on which a License is issued by the SBV's Governor, the unit in charge of processing applications for License shall send a written notice, accompanied with the issued License, information on the legal representative of the non-bank credit institution to the business registration authority of province or city where the non-bank credit institution is headquartered for updating the National Enterprise Registration Information System.
2. Each SBV’s provincial branch shall:
a) Carry out appraisal of the application for License and give a written response to the unit in charge of processing applications for License within 30 days from its receipt of a written request from the latter;
b) Receive notices submitted by non-bank credit institutions as prescribed in clause 2 Article 34 of the Law on Credit Institutions; direct and supervise non-bank credit institutions’ compliance with and satisfaction of requirements according to regulations of law and SBV’s regulations; suspend the inauguration of the non-bank credit institution that fails to meet the requirements set out in clause 2 Article 34 of the Law on Credit Institutions.
3. Other SBV’s affiliated units:
Other relevant SBV’s affiliated units shall cooperate in issuing Licenses as prescribed.
Article 15. Responsibilities of relevant organizations and individuals
Any organization or individual involved in an application for License of a non-bank credit institution shall adequately, accurately and promptly provide information at the request of SBV and/or the preparatory board in accordance with provisions of this Circular, and assume legal responsibility for their provided information.
Chapter IV
IMPLEMENTATION
Article 16. Effect
This Circular comes into force from December 24, 2024.
Article 17. Implementation organization
Heads of the SBV’s affiliated units, non-bank credit institutions and relevant organizations and individuals are responsible for the implementation of this Circular./.
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