| THE STATE BANK OF VIETNAM | SOCIALIST REPUBLIC OF VIETNAM Independence – Freedom - Happiness |
| No.: 06/2010/TT-NHNN | Hanoi, February 26, 2010 |
CIRCULAR
GUIDING THE ORGANIZATION, GOVERNANCE, ADMINISTRATION, CHARTER CAPITAL, TRANSFER OF SHARES AND SUPPLEMENTATION AND MODIFICATION OF LICENSES OR CHARTERS OF COMMERCIAL BANKS
Pursuant to the 1997 Law on the State Bank of Vietnam and the 2003 Law Amending and Supplementing a Number of Articles of the Law on the State Bank of Vietnam;
Pursuant to the 1997 Law on Credit Institutions and the 2004 Law Amending and Supplementing a Number of Articles of the Law on Credit Institutions;
Pursuant to the 2005 Law on Enterprises;
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;
Pursuant to the Government's Decree No. 59/ 2009/ND-CP of July 16, 2009, on organization and operation of commercial banks;
The State Bank of Vietnam (below referred to as the State Bank) guides the organization, governance, administration, charter capital, transfer of shares and supplementation and modification of licenses or charters of commercial banks as follows:
Chapter I GENERAL PROVISIONS
Article 1. Scope of regulation
This Circular details the organization, governance, administration, charter capital, transfer of shares and supplementation and modification of licenses or charters of commercial banks under Decree No. 59/2009/ ND-CP of July 16, 2009, on organization and operation of commercial banks (below referred to as Decree 59).
For joint-venture and wholly foreign-owned commercial banks, this Circular will apply to matters not regulated in the State Bank Governor's Circular No. 03/2007/TT-NHNN of June 5, 2007, guiding the Government's Decree No. 22/2006/ND-CP of February 28, 2006, on organization and operation of branches of foreign banks, joint-venture banks and wholly foreign-owned banks and representative offices of foreign credit institutions in Vietnam.
Article 2. Subjects of application
1. Commercial banks (below referred to as banks);
2. Organizations and individuals involved in the organization and operation of banks under Article 1 of this Circular.
Article 3. Principles on making and submitting dossiers
1. Dossiers shall be made in Vietnamese. Copies in Vietnamese and translations from English into Vietnamese shall be duly certified under law.
2. Written requests for the State Bank's approval of relevant matters specified in this Circular shall be signed by chairmen of Boards of Directors or at-law representatives of banks. If they authorize others to sign such requests, dossiers must comprise letters of authorization made under law. Signers shall take responsibility for the accuracy and truthfulness of the dossiers.
3. Banks' dossiers shall be sent to the State Bank or its branches directly, by post, fax or email (certified by phone calls) then their originals shall be submitted to the State Bank for examination and filing.
Chapter II
PROVISIONS ON ORGANIZATION, GOVERNANCE AND ADMINISTRATION
Section 1. BANKS' HEAD OFFICES
Article 4. Head office
1. A bank's head office must satisfy all the conditions specified in Clause 1, Article 5 of this Circular. Relocation of a bank's head office is subject to written approval of the State Bank before it is carried out.
2. When a bank wishes to move one or several sections that do not conduct direct transactions with clients out of its head office, it must satisfy the conditions specified in Clause 2, Article 5 of this Circular, and notify such move to the State Bank's provincial-level branch in the locality where it is headquartered (below referred to as the State Bank branch), the Banking Inspection and Supervision Agency (below referred to as the Inspection and Supervision Agency) at least 15 working days before the move.
When a bank moves several sections of its head office that do not conduct direct transactions with clients to a place outside the province or city where its head office is based, it shall concurrently notify within the above time limit such move to the State Bank branch in the locality to which the sections move.
3. In emergency cases or force majeure circumstances, a bank may move its head office to a new place to ensure its continuous and stable operation. Within five (5) working days from the date of moving, it shall notify in writing such move to the State Bank branch and the Inspection and Supervision Agency. The new place must satisfy the essential conditions specified at Point a, Clause 1, Article 5 of this Circular. Within 90 days from the date of move, the bank shall handle with incidents and stabilize operation in the former head office or carry out procedures requesting the move of its head office under regulations.
Article 5. Conditions on a head office 1. For a head office:
a/ Being located in the Vietnamese territory at a specified address with room number (if any), floor number, name of building (for office buildings for lease), house number, name of street (lane) or commune, ward, township, rural district, urban district, town, provincial city, province or centrally run city; telephone number, fax number and website, of the bank. When the bank registers to locate to head office in more than one house or building at different addresses, such houses or building must be adjacent;
a/ Being located in the Vietnamese territory at a specified address with room number (if any), floor number, name of building (for office buildings for lease), house number, name of street (lane) or commune, ward, township, rural district, urban district, town, provincial city, province or centrally run city; telephone number, fax number and website, of the bank. When the bank registers to locate to head office in more than one house or building at different addresses, such houses or building must be adjacent;
b/ Satisfying security requirements; condition criteria of treasury safety (if the treasury is. located at the head office), archives, fire and explosion prevention and fighting under law:
c/ Having a managerial information system connected .online between the head office and branches*3nd business sections of the bank.
2. When a bank wishes to move one or several sections hiding no direct transactions with clients out of its head office to another place, the new place must satisfy the following conditions:
a/ Being located in the Vietnamese territory at a specified address with room number (if any), floor number, name of building (for office buildings for lease), house number, name of street (lane) or commune, ward, township, rural district, urban district, town, provincial city, province or centrally run city; telephone number, and fax number
b/ Satisfying security requirements; conditions and criteria of archives, fire and explosion prevention and fighting; and other relevant conditions under law, with regard to professional sections to be moved out of the head office;
c/ Having a managerial information system connected online to the head office;
d/ In this place, the bank may neither conduct transactions or any business activities nor put up signboards or advertisements that might mislead the public as to the fact that the bank has an additional place of transaction;
e/ The bank shall organize and manage the operation of sections outside its head office in accordance with law.
Article 6. Dossiers requesting the State Bank to approve relocation of head office
1. A bank's written request for the State Bank Governor's approval of relocation of the head office, which must contain at least the following details:
a/ Reason and necessity for the relocation;
b/ Satisfaction of the prescribed conditions for the place to which the head office will be relocated;
c/ A plan to maintain business operations during the time of relocation to ensure the bank's uninterrupted operation.
Resolution of the General Meeting of Shareholders (for joint-stock commercial banks); decision of the owner (for banks organized as one-member limited liability companies); or resolution of the meeting of the Board of Directors (for banks organized as limited liability companies with two or more members), approving the relocation of the head office and modification of the bank's license or charter related to this matter.
Documents evidencing the bank's right to lawfully use or own its head office in the new place.
Article 7. Procedures for approving the relocation of a bank's head office
1. If a bank relocates its head office within the same province or centrally run city:
a/ It shall make a dossier (2 original sets) under Article 6 of this Circular and send it to the State Bank (through a concerned State Bank branch).
b/ Within fifteen (15) working days after receiving the bank's complete dossier specified at Point a of this Clause, the State Bank branch shall verify the place to which the bank's head office will be relocated and evaluate the bank's satisfaction of the conditions specified in Clause 1, Article 5 of this Circular; send a written proposal, enclosed with a complete dossier set, to the State Bank Governor (through the Inspection and Supervision Agency) for consideration and decision. If seeing that the dossier and conditions fail to comply with this Circular and relevant regulations, the State Bank branch shall issue a document guiding the bank to comply with law.
c/ Within ten (10) working days after receiving the State Bank branch's proposal and enclosed complete dossier specified in Clause 2 of this Article, the State Bank Governor shall issue a written approval or disapproval of the bank's request for relocation, and clearly state the reason in case of disapproval.
2. If a bank relocates its head office to another province or centrally run city:
a/ It shall make a dossier (2 original sets) under Article 6 of this Circular and send it to the State Bank (through the Inspection • and Supervision Agency).
b/ Within five (5) working days after receiving the bank's complete dossier specified at Point a of this Clause, the State Bank (the Inspection and Supervision Agency) shall make a request for written opinions of the following units:
- The State Bank branch, on the relocation of the bank's head office;
- The State Bank branch in the province or city where the bank's new head office will be based
