Thông tư 21/2013/TT-NHNN

Circular No. 21/2013/TT-NHNN of September 09, 2013, providing for the operational network of commercial banks

Nội dung toàn văn Circular No. 21/2013/TT-NHNN the operational network of commercial banks


THE STATE BANK OF VIETNAM
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SOCIALIST REPUBLIC OF VIET NAM
Independence - Freedom - Happiness
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No. 21/2013/TT-NHNN

Hanoi, September 09, 2013

 

CIRCULAR

PROVIDING FOR THE OPERATIONAL NETWORK OF COMMERCIAL BANKS

Pursuant to Law on the State bank of Vietnam No. 46/2010/QH12, of June 16, 2010;

Pursuant to Law on credit institutions No. 47/2010/QH12, of June 16, 2010;

Pursuant to Law on enterprises No.60/2005/QH11, of November 29, 2005;

Pursuant to the Government's Decree No.96/2008/ND-CP of August 26, 2008, defining the functions, tasks, powers and organizational structure of the State bank of Vietnam;

At the proposal of the Chief of banking inspection and supervision;

The Governor of the State bank of Vietnam promulgates the Circular providing for the operational network of commercial banks,

Chapter 1.

GENERAL PROVISIONS

Article 1. Scope of regulation

This Circular prescribes procedures for establishment, change of name, locations, operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries of commercial banks.

Article 2. Subjects of application

1. Commercial banks.

2. Organizations and individuals relating to the establishment, change of name, locations, operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries of commercial banks.

Article 3. Interpretation of terms

In this Circular, the below terms are construed as follows:

1. The operational network of commercial banks includes branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries of commercial banks.

2. Branch means a dependent unit of commercial bank which performs dependent accounting, has seal, has task to conduct one or some functions of commercial bank in accordance with law.

3. The transaction office means a dependent unit of commercial bank which is managed by a domestic branch of commercial bank, performs accounting under form of recording in accounting book, has seal, and has location of office on the same area of province or centrally-run city where the branch managing it has head office. A transaction office is not entitled to perform:

a) Deciding on credit extension for a customer exceeding two (02) billion VND or foreign currency converted with equal value, unless entire credit extension is guaranteed by money, savings card, valuable papers issued by its commercial bank, Government’s bonds, state treasury bills;

b) Supplying service of international payment.

4. Representative Office means a dependent unit of commercial bank which has seal and performs the representative function under authorization of commercial bank. A representative office is not entitled to perform business operation.

5. Non-business unit means a dependent unit of commercial bank which has seal and performs one or some activities to support for business operation of the commercial bank including:

a) To research, apply banking technologies to commercial bank;

b) To train and improve professional and technical operations for managers and officers of commercial bank;

c) An office of communication; market research and learning;

d) To store the database, to collect, handle information serving business operation of commercial bank;

e) Other activities supporting the business operation of commercial bank in line with provisions of law.

6. Transaction Bureaus, savings fund, transaction points are units established under provisions of the State bank before the effective time of this Circular.

7. Bank invested 100% of capital in foreign country is a type of subsidiary company of which 100% of charter capital is owned by the Vietnam commercial bank, which has legal entity, and is established in foreign country in accordance with foreign law.

8. The State bank's branches are State bank's branches in provinces, centrally-run cities.

9. The request time means date stated in the written request for establishment of branch, transaction office, representative office, non-business unit in country; branch, representative office, bank invested 100% of capital in foreign country of commercial bank.

10. Hanoi urban area includes districts of Hanoi city.

11. Hanoi suburban includes the remaining localities of Hanoi city, not in scope of Hanoi urban area stated in Clause 10 of this Article.

12. Ho Chi Minh urban area includes districts of Ho Chi Minh City.

13. Ho Chi Minh suburban includes the remaining localities of Ho Chi Minh City, not in scope of Ho Chi Minh urban area stated in Clause 12 of this Article.

14. The approval procedures for establishment of transaction offices, branches in country of commercial banks include the approval procedures for eligibility to establish transaction offices, branches as prescribed in Chapter 2 and the approval procedures for eligibility to start activities of transaction offices, branches as prescribed in chapter 3 of this Circular.

Article 4. The competence of the Governor of State bank

1. According to provisions in this Circular and in line with objectives of monetary policy administration in each period, the Governor of State bank has right to approve or refuse in case where a commercial bank establish, terminate activities, dissolve branches, transaction offices, representative offices, non-business units in country; establish branches, representative offices, banks invested 100% of capital in foreign countries.

2. According to provisions in this Circular and in line with objectives of monetary policy administration in each period, the Governor of State bank may authorize the Directors of State bank’s branches to approve or refuse in case where a commercial bank:

a) Change name, change location to locate head offices of branches in countries, transaction offices in localities;

b) To terminate operation of transaction office in localities (case of voluntary operation termination);

c) To change branch managing transaction office in locality;

d) To be eligible for starting activities of branches in country, transaction office of commercial bank in localities.

3. In some specific cases, aiming to serve objectives of economic-social, political, security, defense, foreign affairs development and monetary policy administration in each period, the Governor of State bank shall consider request for establishment of branches, representative offices, non-business units, transaction offices in country; branches, representative offices, banks invested 100% of capital in foreign countries of commercial banks on the basis of ensuring order and procedures as prescribed in this Circular and in line with actual conditions.

Article 5. Principles of making dossier

1. Commercial banks make dossier in Vietnamese. Copies in Vietnamese and translations from foreign languages to Vietnamese must be authenticated by competent agencies as prescribed by law.

2. Documents of commercial banks which are sent to state bank, state bank's branches as prescribed in this Circular must be signed by the legal representatives or persons authorized by legal representatives of commercial banks. When conduct authorization to other persons, the legal representatives must make written authorization in accordance with provisions of law.

3. Dossiers of commercial banks are sent to state bank, state bank's branches in forms of: directly sending or sending via post office.

Chapter 2.

APPROVAL FOR ELIGIBLITY TO ESTABLISH BRANCHES, TRANSACTION OFFICES IN COUNTRY, APPROVAL FOR ESTABLISHMENT OF REPRESENTATIVE OFFICES, NON-BUSINESS UNITS IN COUNTRY; BRANCHES, REPRESENTATIVE OFFICES, BANKS INVESTED 100% OF CAPITAL IN FOREIGN COUNTRIES OF COMMERCIAL BANKS

Article 6. Conditions for establishment of branches in country of commercial bank

To be permitted to establish branches in country, the commercial bank must meet fully the following conditions:

1. For commercial banks with operational duration of 12 months or more (counted from the date of starting activities till the time of request):

a) The real value of charter capital at time of December 31 of the previous year adjacent to the request year is not lower than the legal capital;

b) The business operation has interest under the audited consolidated financial statement and separate financial statements of the previous year adjacent to the request year;

c) To comply with limitations to ensure safety in operation of credit institutions specified in Articles 126, 127, 128, 129; Clause 1 Article 130 and Article 135 of law on credit institutions and guides of state bank for this provision uninterruptedly during 12 months before the request month;

d) To conduct properly and fully provisions on classification of debts, setting up of risk provision in accordance with provision of state bank; the rate of bad debts in comparison with the total outstanding balance at time of December 31 of the previous year adjacent to the request year does not exceed 3% or other rate under decision of the Governor of State bank in each period;

dd) At the time of request, Board of Directors, Member assembly, and control board have quantity and structure in accordance with provisions of law, are not lacked General Director;

e) At the time of request, the commercial bank has internal auditing division and internal control system ensuring compliance with Article 41 Article 41 of Law on credit institutions and relevant provisions of current law;

g) Not belong to objects which must perform measure of not being entitled to expand network as prescribed by law on handling after inspection, supervision over credit institutions and foreign banks’ branches;

h) To meet conditions about quantity of branches permitted to establish as prescribed in Article 7 of this Circular;

i) To have full and valid dossier as prescribed in this Circular.

2. For commercial banks with operational duration of less than 12 months (counted from the date of starting activities till the time of request):

a) The real value of charter capital at time of request is not lower than the legal capital;

b) The business operation has interest till the time of request;

c) To comply with limitations to ensure safety in operation of credit institutions specified in Articles 126, 127, 128, 129; Clause 1 Article 130 and Article 135 of law on credit institutions and guides of state bank for this provision uninterruptedly from the day of starting activities till the time of request;

d) To conduct properly and fully provisions on classification of debts, setting up of risk provision in accordance with provision of state bank; the rate of bad debts in comparison with the total outstanding balance at time of request does not exceed 3% or other rate under decision of the Governor of State bank in each period;

e) Provisions in points dd, e, g, h, i Clause 1 of this Article.

Article 7. Quantity of branches permitted to establish

1. Quantity of branches of a commercial bank permitted to establish must ensure:

VND 300 billion x N1 + VND 50 billion x N2 < C

In which:

- C means the real value of the charter capital of commercial bank till the time of request (counted by billion VND).

- N1 means quantity of branches which have been established and request for establishment at Hanoi and Ho Chi Minh urban area.

- N2 means quantity of branches which have been established and request for establishment at Hanoi suburban, Ho Chi Minh suburban; and other provinces and centrally-run cities.

2. A commercial bank is entitled to establish 10 branches at each Hanoi urban area or Ho Chi Minh urban area at maximally.

3. For commercial banks with operational duration of less than 12 months (counted from the date of starting activities till the time of request), they are permitted to establish not exceeding three (03) branches and these branches are not entitled to locate in the same province or centrally- run city.

4. For commercial banks with operational duration of 12 months or more (counted from the date of starting activities till the time of request), they are permitted to establish not exceeding five (05) branches in one (01) financial year.

5. When a commercial bank terminate operation of branches at Hanoi urban area, Ho Chi Minh urban area, it is permitted to establish branches in localities of other provinces and centrally-run cities with quantity corresponding to quantity of branches terminated operation, apart from the maximum quantity of branches permitted to establish in one (01) year specified in Clause 4 of this Article.

Article 8. Conditions for establishment of branches in foreign countries, banks invested 100% of capital in foreign countries

In order to establish branches in foreign countries, banks invested 100% of capital in foreign countries; commercial banks must meet fully the following conditions:

1. Conditions specified in Clause 1 Article 6 of this Circular (except for points b, h Clause 1 of Article 6).

2. The minimum operational duration is three (03) years counted from the date of starting activities till the time of request.

3. The total assets reach VND 100,000 billion business or more according to the audited consolidated financial statement at time of December 31 of the previous year adjacent to the request year.

4. The business operation has interest under the audited consolidated financial statement and separate financial statements of the previous year adjacent to the request year;

Article 9. Conditions for establishment of representative offices, non-business units in country and representative offices in foreign countries

In order to establish representative offices, non-business units in country and representative offices in foreign countries, commercial banks must meet fully the following conditions:

1. The minimum operational duration is 12 months counted from the date of starting activities till the time of request.

2. Conditions specified in points dd, e, i Clause 1 Article 6 of this Circular.

3. For the establishment of representative offices, apart from meeting conditions specified in Clauses 1, 2 of this Article, the commercial banks must meet conditions specified in point g Clause 1 Article 6 of this Circular.

Article 10. Conditions for establishment of transaction offices

In order to establish transaction offices, the commercial banks must meet fully the following conditions:

1. To meet fully conditions as prescribed in Clause 1 Article 6 of this Circular.

2. The tentative branch managing transaction office must meet conditions:

a) The minimum operational duration is 12 months counted from the date of starting activities till the time of request;

b) The rate of bad debts in comparison with the total outstanding balance at time of December 31 of the previous year adjacent to the request year does not exceed 3% or other rate under decision of the Governor of State bank in each period;

c) Not be sanctioned administrative violations in monetary and banking sector by form of fine during 12 months before the time of request.

3. To meet conditions about quantity of transaction offices permitted to establish as prescribed in Article 11 of this Circular.

Article 11. Quantity of transaction offices permitted to establish

1. Quantity of transaction offices of a commercial bank at Hanoi urban area and Ho Chi Minh urban area do not exceed twice quantity of its existing branches at each area.

2. Quantity of transaction offices of a commercial bank at Hanoi suburban, Ho Chi Minh suburban and in provinces and centrally-run cities do not exceed three times quantity of its existing branches at each area.

3. Commercial banks may decide quantity of transaction offices managed by one branch in line with the management capability of each branch and provisions in Clauses 1, 2 of this Article.

Article 12. Dossier of requesting the approval for eligibility to establish branches, transaction offices in country, approval for establishment of representative offices, non-business units in country; branches, representative offices, banks under type of owning 100% of capital in foreign countries

1. Documents of commercial bank to request state bank for approval for eligibility to establish branches, transaction offices in country; approval for establishment of representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign country (according to the form in Annex No. 01 promulgated together with this Circular).

2. Resolution of Board of Directors or Member assembly about establishment of branches, transaction offices, representative offices, non-business units in country; branches, representative offices in foreign countries. In which, for establishment of transaction offices, Resolution of Board of Directors or Member assembly must clearly state the name, address to locate head office, the tentative branch managing transaction office, professional operations which transaction office will perform, the geographical operational scope and principal customers.

3. Resolution of Congress of share holders (for joint-stock commercial banks); Resolution of Member assembly (for limited liability commercial banks with two members or more); the approval opinion of the owner (for limited liability commercial banks with one member) for approving the establishment of banks invested 100% of capital in foreign countries.

4. Scheme on establishment of branches in country, in which it must have minimally the following content:

a) Full name in Vietnamese; abbreviated name in Vietnamese; address; content of operations; principal customers;

b) Reason of establishment and reason of selecting localities for establishment;

c) Organizational structure: Organizational diagram includes offices and divisions of branches;

d) Feasible study: Analysis of business environment, target market, business chances need be grasped and plan to master the market;

e) Tentative business plan within three (03) first years, in which minimally consist of: Tentative accounting balance sheet; statement on business result; grounds to formulate plan and explanation on ability of performing plan in each year.

5. Scheme on establishment of branches in foreign countries, banks invested 100% of capital in foreign countries must have minimally the following content:

a) Full name in Vietnamese and foreign language; abbreviated name in Vietnamese and foreign language (if any);

b) Location (name of foreign country and specific address (if any));

c) The capital levels to grant for branches in foreign countries, banks invested 100% of capital in foreign countries;

d) Content of operation; operational duration; principal customers;

dd) Reason of establishment and reason of selecting the host country;

e) Organizational structure and network: Organizational diagram includes head office, divisions at head offices, other commercial presences of the bank invested 100% of capital in foreign country (if any);

g) Relevant legal information: Listing the relevant provisions of the host country about permitting foreign credit institutions to conduct establishment and operation of branches and banks invested 100% of capital in the host country (name, number, date of documents);

h) Feasible study: Analysis of business environment, target market, business chances need be grasped and plan to master the market;

i) The control method of commercial bank applicable to branches in foreign countries, banks invested 100% of capital in foreign countries, in which it is necessary to state minimally the following content: Methods (hire external service or self perform) reason of selecting methods; implementation organization of method; the estimated cost to perform methods; tentative difficulties and solutions;

k) Tentative business plan within three (03) first years, in which minimally consist of: Tentative accounting balance sheet; statement on business result; statement of cash flows (for bank invested 100% of capital in foreign countries); grounds to formulate plan and explanation on ability of performing plan in each year;

l) Tentative impacts and efficiency of establishment of branches in foreign countries, banks invested 100% of capital in foreign countries, problems (if any) about ensuring operation safety for commercial banks and solutions; the minimum rate of capital safety, and limitations of capital contribution, share purchase after establishing banks invested 100% of capital in foreign countries;

m) Plans and measures to handle of commercial banks in case where branches in foreign countries, banks invested 100% of capital in foreign countries have severe influences to commercial bank.

6. Other documents proving the satisfaction of conditions for establishment of branches, transactions offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign country as prescribed in this Circular.

Article 13. Order of approving eligibility to establish branches, transaction offices in country, approval for establishment of representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries

1. Except for cases as prescribed in Clause 3 Article 4 of this Circular, the state bank shall consider and approve commercial banks which are eligible for establishment of branches, transaction offices in country; approve for commercial banks to establish representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign country in one financial year. The commercial banks make dossier as prescribed in Article 12 of this Circular to send to state bank (agency of banking inspection and supervision).

2. Within 10 working days after receiving full dossier as prescribed in Article 12 of this Circular, the agency of banking inspection and supervision shall send written request to consult the following units:

a) The State bank’s branch where the commercial bank locates its head office to have opinion assessing the commercial bank satisfying conditions as prescribed in this Circular;

b) The People’s Committee of province or centrally-run city to have opinion assessing on necessity to add branches in locality (in case of request for opening branches in country);

c) The State bank’s branch, where the commercial bank anticipated to establish branches in country, transaction offices, to have opinion assessing the necessity to add branches, transaction offices in locality, and the satisfaction of conditions as prescribed in this Circular for the branch anticipated to manage transaction office in locality (in case of request for establishment of transaction office).

3. Within 14 working days after receiving written request of the Agency of banking inspection and supervision, the state bank's branch, where the commercial bank located its head office, the provincial People’s Committee, and the State bank’s branch, where the commercial bank anticipated establishing branches in country, transaction offices, shall have written reply about the requested contents.

4. Within 20 days after receiving full opinions of units, the agency of banking inspection and supervision shall sum up opinions and assessments involving the commercial bank, the branch managing the transaction office (for request for establishment of transaction office) in satisfying the conditions as prescribed in this Circular, submit to the Governor for issuing a written acceptance or refusal for the commercial bank to be eligible for establishment of branches, transaction offices in country; approval or refusal for the commercial bank to establish representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries; cases of refusal, issuing a written reply to send the commercial bank, in which clearly state reason thereof.

5. Within 12 months after the Governor of State bank sign documents mentioned in Clause 4 of this Article, the commercial bank must start activities of branches, transaction offices, representative offices, non-business units in country, which have been approved for establishment. Within 24 months after the Governor of State bank sign documents mentioned in Clause 4 of this Article, the commercial bank must start activities of branches, representative offices, and banks invested 100% of capital in foreign countries, which have been approved for establishment. Passing this time limit, the written acceptance of state bank will automatically be invalidated.

Chapter 3.

START OF ACTIVITIES, CHANGE OF NAMES, LOCATIONS OF BRANCHES, TRANSACTION OFFICE, REPRESENTATIVE OFFICE, NON-BUSINESS UNITS IN COUNTRY; BRANCHES, REPRESENTATIVE OFFICES, BANKS INVESTED 100% OF CAPITAL IN FOREIGN COUNTRIES OF COMMERCIAL BANKS

Article 14. The approval for eligibility to start activities of branches in country, transaction office

1. Conditions

a) Having the lawful ownership or use right for head offices of branches, transaction offices; the head offices must ensure for storage of documents (except for transaction offices), be convenient and safe for transaction operation, assets, have full systems to ensure security, safeguard, system of power provision, communication to be maintained continuously, meet requirements of prevention against fire and explosion;

b) Head offices of branches have cash vaults ensured safety according to standards prescribed by the State bank. In case where a commercial bank has more one branch in a same locality of province, centrally-run city, commercial bank must have at least a branch with cash vaults in accordance with regulation of the State bank and must be responsible for cash transport of branches without cash vaults to the branch with cash vaults after time of ending transaction duration of each working day;

c) Branches, transaction offices have systems of information and technology connected online to head office and transaction offices connected online to the branches managing transaction offices; the systems of information and technology and the database are ensured to operate continuously, safely, confidential for professional operations;

d) Branches, transaction offices have sufficient minimum personnel in administration including director of branch, deputy director, director of transaction office or equal titles, and contingent of professional officers;

e) Director of branch or the equal titles (for case of starting activities of branch) satisfies standards, conditions as prescribed in Clause 5 Article 50 of Law on credit institutions.

2. Dossier

a) A written request of commercial bank for approving eligibility to start activities of branches, transaction offices; in which clearly report the satisfaction of conditions for starting activities of branches, transaction offices. A document clearly states location to place head office of branch, transaction office;

b) Documentary evidences of lawful ownership or use involving head offices of branches, transaction offices;

c) Papers involving personal record of Director of branch or the equal titles, including: Decision on appointment of the branch director title; curriculum vitae; judicial record; diplomas, certificates proving the professional qualification; the written comment or assessment of unit operating in banking and finance sector where the branch director had ever worked (if any), in which clearly stating title, contact address, full name and signature of the person giving out comments.

3. Order

a) At least 30 days before the day of starting activities of branches, transaction offices, the commercial bank must make 01 set of dossier as prescribed in Clause 2 of this Article in which clearly define the tentative day of starting the activities, send it to state bank’s branch where it places head offices of branches, transaction offices.

b) Within 07 working days, after receiving full dossiers as prescribed in this Circular, the state bank's branch where place head office of branches, transaction offices shall conduct verification and assessment on satisfaction of conditions for starting activities of branches, transaction offices, then issue a written acceptance or refusal for the commercial bank to be eligible for starting activities of branches, transaction offices; in case of refusal, it must clearly state reason thereof in written reply sent to the commercial bank.

4. After receiving the written acceptance of eligibility for starting activities of branches, transaction offices made by the state bank’s branch; the commercial bank conduct operational registration for branches (for branches) or announcement on setting up of business location (for transaction offices) and publish in newspaper as prescribed by law on enterprise registration and relevant current law.

5. Commercial banks may start activities of branches, transaction offices after having finished procedures for business registration as prescribed in Clause 4 of this Article.

Article 15. The operational start of representative office, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries

1. The commercial bank may decide the operational start of representative office, non-business units in country and report in writing to the State bank (through the agency of Banking Inspection and Supervision), and the state bank's branch where place head office of representative offices, non-business units in country not later than 14 working days before the day of operational start.

2. The commercial bank may start activities of branches, representative offices, banks invested 100% of capital in foreign country as prescribed by foreign law, and send a written report to the State bank (through the agency of Banking Inspection and Supervision) not later than 14 working days before the day of operational start.

Article 16. Change of names of branches in countries, transaction offices

1. Change of branch name

a) Dossier

(i) A written request of commercial bank for the approval to change branch name, in which clearly stating reason, the name anticipated changing;

(ii) Resolution of Board of Directors or Member assembly on approving change of branch name.

b) Order

(i) The commercial bank makes 01 set of dossier as prescribed in Clause 1 this Article to send it to state bank’s branch where locates head office of branch.

(ii) Within 05 working days, after receiving full dossiers as prescribed in this Circular, the state bank's branch shall issue a written acceptance or refusal for request of the commercial bank; in case of refusal, it must clearly state reason thereof in written reply sent to the commercial bank.

2. Change of names of transaction offices

The commercial bank may decide on change of name of transaction office; and send a written report on this change to the state bank’s branch where locates head office of transaction office within 05 working days after the transaction office operate under new name.

Article 17. Change of locations of head offices of branches in countries, transaction offices

1. Commercial banks are only permitted to change locations of head offices of branches, transaction offices in scope of localities of a province or centrally-run city.

2. The commercial banks are not permitted to change locations of branches, transaction offices from Hanoi suburban or Ho Chi Minh suburban to Hanoi urban area or Ho Chi Minh urban area.

3. When changing locations of head offices of branches, transaction offices, the commercial banks must satisfy:

a) Conditions: Conditions specified in points a, b, c Clause 1 Article 14 of this Circular.

b) Dossier:

(i) A written request of commercial bank for approving change of locations of head offices of branches, transaction offices; in which clearly stating satisfaction of conditions specified in point a of this Clause. A document clearly states location to place head office of branch, transaction office;

(ii) Documentary evidences of lawful ownership or use involving head office of branch or transaction office;

4. Order:

a) The commercial bank makes 01 set of dossier as prescribed in Clause 3 this Article to send it to state bank’s branch where locates head office of branch, transaction office;

b) Within 10 working days, after receiving full dossiers as prescribed in this Circular, the state bank's branch, where locates head office of branches, transaction offices shall verify location anticipated to place head office of branch, transaction office and issue a written acceptance or refusal for changing location of branch or transaction office; in case of refusal, it must clearly state reason thereof in written reply sent to the commercial bank.

5. Within 12 months, after the state bank’s branch issued written acceptance, branch or transaction office of commercial bank must go into operation at the approved location. Passing this time limit, the written acceptance of state bank’s branch will automatically be invalidated.

Article 18. Change of names, locations of head offices of representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries

Commercial banks decide on change of names, locations of head offices of representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries; report in writing about the change to the State bank (agency of banking inspection and supervision), the State bank’s branch where located head office of commercial banks and the State bank’s branch where locates representative office, non-business unit in country (for case of changing name, location of representative office, non-business unit in country) within 05 working days after branches, representative offices, non-business unit in country; branches, representative offices, banks invested 100% of capital in foreign countries operate under new name, new location of head office.

In case of changing location of head office of representative office, non-business unit in country to a locality in different province or centrally-run city, commercial banks shall report the state bank's branch where locates head office of representative office, non-business unit in previous time and the state bank's branch where locates new head office of representative office, non-business unit.

Article 19. Change of name of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries in case of restructuring commercial banks

Change of name of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries in case of restructuring commercial banks shall comply with guide of the State bank on restructuring credit institutions.

Article 20. Change of branch managing transaction office

1. Conditions

The branch anticipated receiving management of transaction office must meet full conditions as prescribed in Clause 2 Article 10 of this Circular.

2. Dossier

a) A written request of commercial bank for change of branch managing transaction office, including minimally the following contents:

(i) Reason of change;

(ii) Name, location of head office of the branch managing and branch going to manage transaction office;

(iii) Name, location of head office of transaction office requested for change of the branch managing it.

b) Resolution of Board of Directors or Member assembly on approving change of branch managing the transaction office.

3. Order

a) The commercial bank makes 01 set of dossier as prescribed in this Circular to send it to state bank’s branch where locates head office of branch;

b) Within 14 working days, after receiving full dossiers as prescribed in this Circular, the state bank's branch where locates head office of branch shall issue a written approval or refusal for request of the commercial bank; in case of refusal, it must clearly state reason thereof in written reply sent to the commercial bank.

Article 21. Disclosure of information about change contents

Within 07 working days after receiving the written approval of the State bank to permit commercial bank performing changes as prescribed in Articles 16, 17, 20 and from the day of performing changes as prescribed in Articles 18, 19 of this Circular, commercial bank must perform disclosure of the change contents on website, at head office, head offices of branches in country, relevant transaction office of commercial bank.

Chapter 4.

TERMINATION OF ACTIVITIES, DISSOLUTION OF BRANCHES, TRANSACTION OFFICES, REPRESENTATIVE OFFICES, NON-BUSINESS UNITS IN COUNTRY; BRANCHES, REPRESENTATIVE OFFICES, BANKS INVESTED 100% OF CAPITAL IN FOREIGN COUNTRIES OF COMMERCIAL BANKS

Article 22. Termination of activities, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries of commercial banks

1. Branches, transaction offices, representative offices, non-business units in country will terminate operation, dissolve in the following cases:

a) Automatically terminate operation, dissolve;

b) Voluntarily terminate operation, dissolve;

c) Compulsorily terminate operation, dissolve.

2. Branches, representative offices, banks invested 100% of capital in foreign countries of commercial banks will terminate operation, dissolve in accordance with law of the host country where locates head offices of branches, representative offices, banks invested 100% of capital in foreign countries. Branches, representative offices in foreign countries will automatically terminate operation, dissolve in case where commercial banks terminate operation.

3. Commercial banks are responsible for:

a) Solving assets, rights, obligations and relevant benefits of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries which are terminated operation, dissolved;

b) Storing vouchers, documents related to the operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries;

c) Performing legal procedures for operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries in accordance with law.

Article 23. Automatic operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices in foreign countries

1. Branches, transaction offices, representative offices, non-business units in country; branches, representative offices in foreign countries will be automatically terminated operation, dissolved in case commercial banks are terminated operation, dissolved.

2. Procedures for automatic operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices in foreign countries shall comply with provisions of law on terminating operation, dissolution of commercial banks.

Article 24. Voluntary operational termination of branches, transaction offices, representative offices, non-business units in country

1. Dossier of voluntary operational termination of branches, transaction offices in country:

a) A written request of commercial bank for operational termination of branches, transaction offices, in which clearly stating reason thereof

b) Resolution of Board of Directors or Member assembly of commercial bank on operational termination of branches, transaction offices;

c) Plan on solving assets, rights, obligations and relevant benefits of branches, transaction offices which are terminated operation.

2. Order of voluntary operational termination of branches in country:

a) The commercial banks make a (01) dossier as prescribed in Clause 1 of this Article and send it to the state bank (agency of banking inspection and supervision);

b) Within 07 working days after receiving full dossier as prescribed in this Circular, the agency of banking inspection and supervision shall consult the State bank’s branch where locates head office of branch anticipated terminating operation;

c) Within 14 working days after receiving written request of the Agency of banking inspection and supervision, the state bank's branch, where the commercial bank locates head office of branch anticipated terminating operation, shall participate in giving written opinions about the requested contents;

d) Within 14 working days, after receiving written opinions of the State bank’s branch where locates head office of branch anticipated terminating operation, the agency of banking inspection and supervision shall sum up opinions, propose to the Governor of the State bank for approving or refusing the request of commercial bank; in case of refusal, it must clearly state reason thereof in written reply sent to the commercial bank.

3. Order of voluntary operational termination of transaction offices:

a) The commercial bank makes 01 set of dossier as prescribed in Clause 1 this Article to send it to state bank’s branch where locates head office of transaction office;

b) Within 14 working days, after receiving full dossiers as prescribed in this Circular, the state bank's branch where locates head office of transaction office shall issue a written approval or refusal for request of the commercial bank; in case of refusal, it must clearly state reason thereof in written reply sent to the commercial bank.

4. Within 45 days after having the written approval of the State bank, as prescribed in point d Clause 2 of this Article, or of the State bank’s branch where locates head office of transaction office as prescribed in point b Clause 3 of this Article, commercial bank must conduct legal procedures as prescribed by law to terminate operation of branch, transaction office; send written report about the day of operational termination to the State bank (the agency of banking inspection and supervision – for case of terminating operation of branches) and the State bank’s branch where locates head office of branches, transaction offices (for case of termination operation of transaction office).

5. For voluntary operational termination of representative offices, non-business units, within 05 working days after termination operation of representative offices, non-business units, commercial banks must have written report to the State bank (agency of banking inspection and supervision), the State bank’s branch where locates head office of commercial bank, the State bank’s branch where locates head office of representative office, non-business unit, in which clearly stating reason, date of operational termination.

Article 25. Compulsory operational termination of branches, transaction offices, representative offices, non-business units in country

1. The Governor of the State bank has authority to compel operational termination of branches, transaction offices, representative offices, non-business units in country of commercial banks.

2. Branches, transaction offices, representative offices, non-business units in country of commercial banks may be compelled termination of operation when happens one of the following cases:

a) There are evidences proving that dossier requesting for establishment of branch, transaction office, representative office, or non-business unit contains wrong information causing misleading assessment on satisfaction of conditions for establishment of branches, representative offices, non-business unit of commercial bank;

b) They operate improperly with the permitted operational content as prescribed by law.

3. Based on cases defined in points a, b Clause 2 of this Article, the State bank’s branch where locates head office of branch, transaction office, representative office, non-business unit of commercial bank shall send a document clearly stating reason to the State bank (agency of banking inspection and supervision) to request for operational termination of branch, transactional office, representative office, non-business unit of commercial bank.

4. Within 14 working days, after receiving document of the State bank’s branch as prescribed in clause 3 of this Article or during the course of inspection, supervision, as detecting cases defined in points a, b Clause 2 of this Article, the agency of banking inspection and supervision shall propose the Governor of the State bank to have written request for commercial bank to terminate operation of branch, transaction office, representative office, non-business unit.

5. Within 90 months after the State bank has document as prescribed in clause 4 of this Article, commercial bank must finish the operational termination of branch, transaction office, representative office, or non-business unit; and send a written report on day of operational termination to the State bank.

6. If have complaints against request of the State bank about compulsory operational termination of branches, transaction offices, representative offices, non-business units, commercial banks may perform procedures for complaint in accordance with the current law on complaints.

Article 26. Operational termination, dissolution of branches, representative offices, and banks invested 100% of capital in foreign countries

1. Commercial banks conduct the operational termination, dissolution of branches, representative offices, and banks invested 100% of capital in foreign countries in accordance with law of host countries and relevant provisions of Vietnamese law.

2. Al least 14 working days before the day of operational termination or dissolution of branches, representative offices, banks invested 100% of capital in foreign countries, commercial banks must send written report to the State bank (agency of banking inspection and supervision), the State bank’s branch where locates head office of commercial bank, in which clearly stating reason, time of operational termination, dissolution.

Article 27. Disclosure of information

Within 07 working days after day of operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries (except for case of automatic operational termination or dissolution under Article 23 of this Circular), commercial banks must disclose and list publicly the operational termination or dissolution on website, at head office, head office of branch managing the transaction office (for termination of transaction office) of commercial banks and publish on the central and local newspapers. Content of disclosure, listing publicly must minimally consist of:

1. Names, addresses of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries which are terminated operation or dissolved.

2. Time of operational termination, dissolution.

3. Duties of the commercial bank involving assets, rights, obligations and relevant benefits of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries which are terminated operation, dissolved.

Chapter 5.

ORGANIZATION OF IMPLEMENTATION

Article 28. The responsibilities of commercial banks

1. To have plan on development of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries and submit it to competent level of bank for approving annually.

2. Periodically, not later than January 31 and July 31 of every year, to report to the State bank (through the agency of Banking Inspection and Supervision), and the state bank's branches where commercial banks locate head office, about contents according to Annex No. 05 promulgated together with this Circular.

3. To perform information disclosure as prescribed in this Circular and point c Clause 4 Article 29 of Law on credit institutions.

4. To perform other contents defined in this Circular.

Article 29. The responsibilities of the State bank’s branches where commercial banks locate head offices

1. To coordinate with other relevant State bank’s branches in dealing problems arising in organization and operation of branches, transaction offices, representative offices, non-business units of commercial banks.

2. To perform other relevant contents as prescribed in this Circular.

Article 30. The responsibilities of the State bank’s branches where commercial banks locate head offices of branches, transaction offices, representative offices, non-business units

1. To be responsible before the governor of state bank when performing missions under their competence defined in this Circular.

2. To coordinate with other State bank’s branches where commercial banks locate head offices in dealing problems arising in organization and operation of branches, transaction offices, representative offices, non-business units of commercial banks in their localities.

3. To manage, inspect, and supper operation of branches, transaction office, representative office, non-business units of commercial banks in their localities.

4. To have written report and propose to the Governor of the State bank in operational termination of branches, transaction offices, representative offices, or non-business units of commercial banks when happening one of cases as prescribed in Clause 2 Article 25 of this Circular.

5. To report relevant problems as prescribed in this Circular.

Article 31. The responsibilities of agency of banking inspection and supervision

1. To be focal agency to consider and submit to the Governor for establishment, operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries of commercial banks as prescribed in this Circular.

2. To be focal agency to consider and submit to the Governor for dealing problems arising in establishment, operational termination, dissolution of branches, transaction offices, representative offices, non-business units in country; branches, representative offices, banks invested 100% of capital in foreign countries of commercial banks.

3. To sum up reports of units as prescribed in this Circular.

Article 32. Responsibilities of relevant Departments under the State bank

Other Departments under the State bank shall participate in give opinions on relevant problems upon having direction of the Governor of the State bank, on the basis of proposal of the agency of banking inspection and supervision.

Chapter 6.

PROVISIONS OF IMPLEMENTATION

Article 33. Transitional provisions

1. Within 24 months after the effective day of this Circular, commercial banks must review, formulate and complete plans on adjusting transaction bureaus, savings funds, transaction points as follows:

a) Commercial banks transform transaction bureaus into branches in accordance with provisions on changing name defined in article 16 if this Circular; transform savings funds, transaction points into transaction offices on the basis of satisfying conditions for, dossiers of, orders of and procedures for establishment and operational start of transaction offices as prescribed in this Circular, except for conditions specified in Clause 3 Article 10; Clauses 1, 2 Article 11, and Clause 1 Article 13 of this Circular;

b) If a commercial bank fails to transform transaction bureaus, savings funds, transaction points as prescribed in point a of this Clause, it may terminate operation of transaction bureaus, savings funds, transaction points; dossier shall comply with Clause 1 Article 24 of this Circular; order of implementation shall comply with Clause 2 Article 24 of this Circular (for the operational termination of transaction bureaus) and Clause 3 Article 24 of this Circular (for the operational termination of savings funds, transaction points).

c) Commercial banks must ensure that the transforms of transaction bureaus, savings funds, and transaction points do not cause the disorder of activities, do ensure lawful rights and benefits of relevant organizations and individuals.

2. Commercial banks which have had quantity of branches exceeding the maximal quantity as prescribed in Clause 2 Article 7 of this Circular are not required to adjust quantity of branches as prescribed in this Circular.

3. Commercial banks which have had quantity of transaction offices exceeding the maximal quantity as prescribed in Clauses 1, 2 Article 11 of this Circular are not required to adjust quantity of transaction offices as prescribed in this Circular.

Article 34. Effect

This Circular takes effect on October 23, 2013, replaces Decision No. 13/2008/QD-NHNN dated April 29, 2008, of the Governor of the State bank, promulgating provisions on operational network of commercial banks.

Article 35. Organization of implementation

The Chief of office, the Chief of banking Inspection and supervision, heads of relevant units under the State bank of Vietnam, directors of the State bank’s branches in provinces, central-affiliated cities and chairpersons of Board of Directors, chairpersons of Member assembly, General Directors (Directors) of commercial banks shall implement this Circular.

 

 

FOR THE GOVERNOR OF STATE BANK
DEPUTY GOVERNOR





Da
ng Thanh Binh

 


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        Loại văn bảnThông tư
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