What is included in the application for approval for conversion of business types of credit institutions in Vietnam? What are the projects for conversion of business types of credit institutions in Vietnam?
What is included in the application for approval for conversion of business types of credit institutions in Vietnam?
According to the provisions of Clause 2, Article 18 of Circular 36/2015/TT-NHNN of Vietnam stipulating as follows:
Application for approval for conversion of business types
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2. Each application for approval for conversion of business type shall include:
a) A written document of legal representative of the credit institution requesting for:
(i) Approval for conversion of business type; recognition of charter registration;
(ii) Approval for other contents (if any);
b) An application for approval by the State Bank of Vietnam prescribed in Point a (ii) of this Clause as prescribed by the State Bank of Vietnam and relevant laws;
c) A charter of the converted credit institution which is ratified by its competent body;
d) Minutes, resolutions or decisions of the competent body of the converting credit institution that approve the modification to the project for conversion of business type and other issues related to conversion of business type (if any);
dd) A written document of the legal representative of the converting credit institution clarifying the contents of modification in comparison with the project for conversion of business type requesting to the Governor of the State Bank of Vietnam to approve the rules of conversion of business type (if any);
e) Minutes, resolutions or decisions of the competent body of converted credit institution that approve the charter; election and appointment of positions, members of the Board of Directors, Member assembly or the Control Board; regulations on organization and operation of Board of Directors, Member assembly or the Control Board of the converted credit institution and other issues related to the converted credit institution;
g) Meeting minutes of Board of Directors or Member assembly of the converted credit institution in terms of election of the President of Board of Directors or the President of Member assembly; meeting minutes of the Control Board of the converted credit institution in terms of election of the Chief of the Control Board; decisions of owners of the converted credit institution in terms of appointment of the President, members of Member assembly and/or the Control Board;
h) Decisions of Board of Directors or Member assembly of the converted credit institution in terms of appointment of General Director (Director), Deputy General Director (Deputy Director) and Chief Accountant;
i) List, contribution rate of capital contributors, founding shareholders, major shareholders, strategic shareholders and/or shareholders being foreign investors of the converted credit institution;
k) Internal regulations on organization and operation of the converted credit institution in accordance with Point g Clause 1 of this Article that are approved by competent body, ratified by Board of Directors or Member assembly of the converted credit institution;
l) Apart from the documents prescribed in Points a, b, c, d, dd, e, g, h, i and k of this Clause, a credit institution converted from a limited liability company into a joint-stock company must submit the following additional documents:
(i) A report on results of stock offering and a certification of revenues earned from the offering issued by a commercial bank where its escrow account is opened;
(ii) Documents of founding shareholders (if any), major shareholders and/or strategic shareholders of the converted credit institution similar to documents of a founding shareholder of a credit institution as prescribed in regulations on issuance of organization and operation licenses to credit institutions issued by the State Bank of Vietnam.
(iii) Documents of shareholders and/or strategic shareholders being foreign investors of the converted credit institution in accordance with regulations of the State Bank of Vietnam on documents and procedures for approval for foreign investors buying shares of Vietnamese credit institutions;
m) Apart from the documents prescribed in Points a, b, c, d, dd, e, g, h, i and k of this Clause, a credit institution converted from a single-member limited liability company into a multi-member limited liability company and vice versa, or a credit institution converted from a joint-stock company into a limited liability company must submit the following additional documents:
(i) Stake transfer contract or an agreement on investment contribution or documents certifying the completion of capital transfer;
(ii) A document of legal representative of the converting credit institution certifying the status of capital contributor of the converted credit institution;
(iii) Documents of owners, capital contributors receiving transfer of stakes and/or new capital contributors of the converted credit institution similar to documents of an owner or a founding member of a credit institution as prescribed in regulations on issuance of organization and operation licenses to credit institutions issued by the State Bank of Vietnam.
Thus, when applying for approval for conversion of business types of credit institutions, it is necessary to prepare documents according to the above provisions.
What is included in the application for approval for conversion of business types of credit institutions in Vietnam? What are the projects for conversion of business types of credit institutions in Vietnam?
What are the projects for conversion of business types of credit institutions in Vietnam?
According to the provisions of Article 19 of Circular 36/2015/TT-NHNN of Vietnam on the projects for conversion of business types of credit institutions in Vietnam as follows:
- Each project for conversion of business type must be approved by a competent body of the credit institution and bearing signatures, seal and responsibility of the legal representative of such credit institution.
- Each project for conversion of business type must at least contain:
+ Name, address and website (if any) of the credit institution;
+ Names, addresses and phone numbers of owners, President and members of the Board of Directors, President and members of the Board of members, the head and members of the Control Board, General Director (Director) of the credit institution;
+ Reasons for conversion of business type;
+ Summary report on financial situation and income of the converting credit institution in 3 years preceding the year of submitting application for approval for conversion of business type;
+ Actual value of charter capital before and after the conversion of business type of the credit institution; bad debts, reserves requirements in the operation and the observance of those reserves requirements of the credit institution before the conversion of business type;
+ Rights and obligations of the credit institution and relevant organizations or individuals (if any);
+ Plan for diagram of organizational structure, personnel, operation network and other issues related to the organization and operation of the converted credit institution;
+ Intended business plan in the first 3 years of the converted credit institution, which at least contain: analysis of the market, business strategy, targets and plan; intended financial statements of each year (the balance sheet, income statement, statement of cash flows, reserves requirement in the operation, targets for performance and description of possibilities of financial targets in each year);
+ Stake and share ownership rates, conditions for founding shareholders, major shareholders, strategic shareholders, shareholders being foreign investors, owners, capital contributors receiving transfer of stakes and/or new capital contributors of the converted credit institution; swap rate of stakes and/or shares; method and time of swap.
What are the procedures for approval for rules of conversion of business type?
According to the provisions of Clause 1, Article 20 of Circular 36/2015/TT-NHNN of Vietnam, the procedures for approval for rules of conversion of business type shall be conducted as follows:
- A credit institution shall prepare an application for approval for rules of conversion of business type as prescribed in Clause 1 Article 18 of this Circular and send it to the State Bank directly or by post.
Within 20 days from the date on which the above application is received, the State bank shall send the credit institution a document certifying the receipt of satisfactory application or requiring completion of the application;
- Within 30 days from the day on which the satisfactory application is received, the State bank shall send documents on consultation about the application to the branch of the State bank of province where the credit institution has its headquarters located in terms of evaluation of reality of organization and operation of such credit institution;
- Within 60 days from the day on which the satisfactory application is received, the State Bank shall grant an approval for rules of conversion of business type of the credit institution and the list of expected personnel. If the application is rejected, the State bank must provide explanation in writing.
- Within 5 days from the day on which the State bank grants an approval for conversion rules, the converting credit institution must disclose information as prescribed in Clause 1 Article 8 of this Circular.
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