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27 March, 2019
On 31 December 2018, the State Bank of Vietnam (the "SBV") issued Circular No. 50/2018/TT-NHNN ("Circular No. 50") on the required dossiers, procedures, and formalities for approval of some changes of commercial banks and foreign bank branches. Circular No. 50 will take effect from 15 February 2019, terminating the effect of two previous circulars, including (i) Circular No. 06/2010/TT-NHNN dated 26 February 2010 of the SBV (“Circular No. 06”), and (ii) Circular No. 03/2007/TT-NHNN dated 05 June 2007 of the SBV (“Circular No. 03”)
A broad overview of some key provisions of Circular No. 50 are as follows:
Changes that require approval
- Circular No. 50 provides that commercial banks and sizable foreign bank branches (as decided by the Governor) must seek approval from the Governor of the SBV. Other foreign bank branches must seek approval from the Director of the SBV's provincial-level branch in the locality where its head office is located.
- Circular No. 50 requires the submission of one dossier in Vietnamese. The Circular provides in detail the specific requirements for the dossier, which vary depending on the proposed change. Any component of the dossier in a foreign language must be consular legalized (except for circumstances of consular legalization exemption) in accordance with Vietnamese laws and translated into Vietnamese with the translation being notarized or signature being authenticated in accordance with Vietnam laws and regulations. Any component of the dossier part made in copies must be (i) issued from the originals, or (ii) certified copies, or (iii) submitted with the originals.
- The dossier must be submitted directly or by post to the SBV (through the Banking Inspection and Supervision Agency) or the SBV's provincial-level branch in the locality depending on the authorities approving the changes
Changes to the establishment and operation license of credit institutions and establishment license of foreign bank branches, including:
- Change of name;
- Change of the address of the headquarter (of the commercial bank)or head office (of the foreign bank branch) within the same province,to a different province, and where no new address is provided;
- An increase of charter capital (of the joint stock commercial bank,limited liability commercial bank) or allocated capital (of the foreignbank branch);
- Extension of term of operation; and
Changes to the establishment and operation license of credit institutions and establishment license of foreign bank branches, including:
- Changes relating to capital, including:Purchase, sale, transfer of contributed capital of owner of singlemember limited liability commercial banks and of multi-member limited liability commercial banks;
- Purchase, sale, transfer of shares of major shareholders; and
- Purchase, sale, transfer of shares resulting in [the purchaser/transferee] becoming the major shareholder of commercial banks.
Authorities competent to approve the changes
Circular No. 50 also requires commercial banks and foreign bank branches to seek approval in the event of suspension of operations for a period of more than five working days, except for circumstances of force majeure.
General requirements on dossiers
Circular No. 50 requires the commercial banks and foreign bank branches seek approval for the following changes:
For further information, please contact:
Oanh H. K. Nguyen Partner, Baker & McKenzie
oanh.nguyen@bakermckenzie.com
