Application for issuance of License for establishment and operation of a Joint Stock Commercial Bank in Vietnam

Application for issuance of License for establishment and operation of a Joint Stock Commercial Bank in Vietnam (Internet image) 

Regarding this issue, LawNet would like to answer as follows:

Application for issuance of License for establishment and operation of a Joint Stock Commercial Bank in Vietnam

Application for issuance of a License for establishment and operation of a Joint Stock Commercial Bank is guided in Decision 2183/QD-NHNN in 2023, including;

(1) Application for a License to establish and operate a commercial bank signed by founding shareholders, owners, and founding members
according to the prescribed form in Appendix 02a of Circular 13/2023/TT-NHNN.

(2) Draft Charter.

(3) Project to establish a commercial bank, including at least the following contents:

- The need to establish commercial banks;

- Name of commercial bank; name of province/centrally run city where head office is expected to be located; operating time; charter capital when established; content of operations;

- Financial capacity of founding shareholders and capital contributing members;

- Organization chart and expected operational network of the bank in the first 03 years;

- List of expected personnel detailing professional qualifications and work experience in the fields of finance, banking, and risk management to meet the requirements of each position and title:

(i) Chairman, member, or independent member of the Board of Directors and Board of Members; Head of Committees under the Board of Directors and Board of Members;

(ii) Head, member, or full-time member of the Supervisory Board;

(iii) General Director (Director), Deputy General Directors (Deputy Directors), Chief Accountant and heads of affiliated units in the organizational structure.

- Risk management policy: identify, measure, prevent, manage, and control credit risk, operational risk, market risk, liquidity risk, and other risks during operations movement;

- Information technology:

(i) Expected financial investment in information technology;

(ii) The information technology system must ensure that it meets the requirements for governance and risk management of commercial banks and the regulations of the State Bank;

(iii) Ability to apply information technology, which clearly states: time to implement technology investment; type of technology expected to be applied; expected staff and staff's ability to apply information technology; ensure the information system can integrate and connect with the State Bank's management system to provide information according to the State Bank's management requirements;

(iv) Records on information technology infrastructure serving commercial bank operations;

(v) Solutions to ensure safety and security corresponding to the type of service expected to be deployed;

(vi) Identify, measure, and implement risk management plans for technologies expected to be applied in the field of commercial banking operations;

(vii) Expected assignment of responsibilities for reporting and controlling information technology system operations.

- The bank's ability to stand firm and develop in the market:

(i) Analyze and evaluate the banking market, stating the current situation, challenges, and prospects;

(ii) The bank's ability to participate and compete in the market, which proves the bank's advantages when participating in the market;

(iii) Strategy for developing and expanding the operational network and content of banking activities, customer types, and number of customers. In particular, there is a detailed analysis of meeting the conditions for conditional activities.

- Internal control and audit system:

(i) Operating principles of the internal control system;

(ii) Draft basic internal regulations on the bank's organization and operations, including at least the internal regulations specified in Clause 2, Article 93 of the Law on Credit Institutions, and the following regulations:

+ Regulations on the organization and operations of the Board of Directors, Board of Members, Supervisory Board, and Executives;

+ Regulations on the organization and operation of headquarters, branches, and other affiliated units.

(iii) Content and operational process of internal audit.

- Expected business plan for the first 3 years, which must include at least the following contents: market analysis, strategy, goals and action plans, financial reports for each year (balance sheet, business results report, cash flow report, minimum capital adequacy ratio, performance indicators, and explanation of the ability to implement financial targets in each year).

(4) Documents proving the capacity of the expected management, control, and operating apparatus:

- Curriculum vitae according to the form specified in Appendix 03 of Circular 13/2023/TT-NHNN; judicial history card:

For people with Vietnamese nationality: a judicial record card issued by the judicial record database management agency must contain full information about criminal record status (including erased criminal records and unresolved criminal records) and information about bans on holding positions, establishing, and managing businesses and cooperatives;

For people without Vietnamese nationality: Judicial record card or document of equivalent value (with full information on criminal record status, including expunged and unexpunged criminal convictions; Information about the ban on holding positions, establishing and managing businesses and cooperatives) must be issued by competent Vietnamese agencies or foreign competent agencies according to regulations;

A judicial record card or document of equivalent value must be issued by a competent authority no more than 06 (six) months before the time of submitting the application for a License;

Confirming the Curriculum Vitae of organizations and individuals is done on the basis of exploiting citizens' residence data on the National Population Database or checking the VNeID application according to the instructions of the Ministry of Public Security; Do not require organizations and individuals to submit and present household registration books and paper temporary residence books in accordance with the provisions of Article 14 of Decree 104/2022/ND-CP of the Government;

- Copies of diplomas proving professional qualifications;

- Other documents proving satisfaction of conditions and standards as prescribed in the Law on Credit Institutions and relevant provisions of the law;

- In case the person is expected to be elected as a member of the Board of Directors, the members of the Supervisory Board, and the General Director (Director) do not have Vietnamese nationality, in addition to the documents mentioned above, there must be a written commitment to fully meet the conditions to reside and work in Vietnam.

(5) Minutes of meetings of founding shareholders, founding members, or documents of the owner on the selection of the Preparatory Board, Head of the Preparatory Board, approval of the draft Charter, project to establish the bank, and list of expected management, control, and executive positions.

(6) List of founding shareholders and expected list of capital-contributing shareholders according to the form specified in Appendix 04 of Circular 13/2023/TT-NHNN.

(7) Profile of shareholders contributing capital to establish:

* For individuals:

(i) Share purchase applications for individuals according to the form specified in Appendix 05a of Circular 13/2023/TT-NHNN;

(ii) Declaration of related persons according to the form specified in Appendix 06;

(iii) In addition to the above documents, founding shareholders must have the following documents:

- Curriculum vitae according to the form specified in Appendix 03 of Circular 13/2023/TT-NHNN; a judicial record card issued by the agency managing the judicial record database, which must contain full information about criminal record status (including expunged criminal records and unresolved criminal records) and information about the ban on holding positions, establishing, and managing businesses and cooperatives;

The judicial record card must be issued by a competent authority no more than 6 (six) months before the time of submitting the application for a License;

Confirming the Curriculum Vitae of organizations and individuals is done on the basis of exploiting citizens' residence data on the National Population Database or checking the VNeID application according to the instructions of the Ministry of Public Security; Do not require organizations and individuals to submit and present household registration books and paper temporary residence books in accordance with the provisions of Article 14 of Decree 104/2022/ND-CP of the Government.

- Financial statements for 03 years immediately preceding the year of submitting the application for License of the enterprise managed by the founding shareholder or a copy of a university or postgraduate diploma in economics or law;

- A declaration of assets valued at 100 million VND or more, debts, and related documents of the individual according to the form specified in Appendix 07 of Circular 13/2023/TT-NHNN;

* For organizations:

(i) Share purchase application according to the form specified in Appendix 05b of Circular 13/2023/TT-NHNN.

(ii) Declaration of related persons according to the form specified in Appendix 06.

(iii) Establishment license, business registration certificate, or equivalent document (except for Vietnamese enterprises);

(iv) Authorization document for the capital representative at the bank according to the provisions of law;

(v) Charter of organization and operations;

(vi) Copy of passport of the legal representative and the representative of the organization's capital contribution at the bank (for people without Vietnamese nationality);

(vii) Document from the competent authority approving the organization to contribute capital to establish a bank;

(viii) Financial statements for the year immediately preceding the year of submitting the application for License and the most recent Financial Statements from the time of submitting the application for a License, it has been independently audited by an auditing company on the list of auditing organizations that have been declared qualified by the Ministry of Finance to audit businesses and reports without exceptions from the auditing unit;

(ix) In addition to the above documents, founding shareholders must have the following documents:

- Curriculum vitae according to the form specified in Appendix 03 of Circular 13/2023/TT-NHNN; judicial record card:

For people with Vietnamese nationality: a judicial record card issued by the judicial record database management agency, which must contain full information about criminal record status (including erased criminal records and unresolved criminal records) and information about bans on holding positions, establishing, and managing businesses and cooperatives;

For people who do not have Vietnamese nationality; Criminal record card or equivalent document (full information about criminal record status, including expunged and unexpunged criminal convictions; information about bans from holding positions, establishing, and managing businesses and cooperatives) must be issued by a competent Vietnamese agency or a foreign competent agency according to regulations;

A judicial record card or document of equivalent value must be issued by a competent authority no more than 06 (six) months before the time of submitting the application for a License;

Confirming the Curriculum Vitae of organizations and individuals is done on the basis of exploiting citizens' residence data on the National Population Database or checking the VNeID application according to the instructions of the Ministry of Public Security; do not require organizations and individuals to submit and present household registration books and paper temporary residence books in accordance with the provisions of Article 14 of Decree 104/2022/ND-CP of the Government;

- Financial statements for 05 years immediately preceding the year of submitting the application for License have been independently audited by an auditing company that belongs to the list of auditing organizations that have been declared qualified for corporate auditing by the Ministry of Finance, and these financial reports do not contain any exceptions from the auditing unit;

(x) Table determining the financial capacity to contribute capital to establish a joint stock commercial bank of an organization other than a credit institution according to the form specified in Appendix 08;

(xi) Documents from the tax authority and social insurance authority confirming the full implementation of the organization's tax and social insurance obligations.

Documents submitted to supplement the application for a License after being approved in principle by the State Bank:

+ The charter of organization and operation of the joint stock commercial bank has been approved by the General Meeting of Shareholders;

+ Minutes of the first General Meeting of Shareholders;

+ Minutes of the meeting of the Board of Directors approving the contents of the election of Chairman of the Board of Directors; Minutes of the Supervisory Board meeting on the election of Head of the Supervisory Board and full-time Supervisory Board members;

+ Decision of the Board of Directors on the appointment of General Director (Director), Deputy General Director (Deputy Director), chief accountant;

+ List of shareholders contributing capital to the establishment according to the form specified in Appendix 04;

+ Document from a commercial bank where the Preparatory Committee opened a capital contribution account confirming the capital contribution amount of the founding shareholders;

+ Document proving ownership or legal right to use the headquarters of the joint stock commercial bank;

+ Internal regulations on the organization and operation of joint stock commercial banks specified in Point i, Clause 3, Article 14 of Circular 40/2011/TT-NHNN have been approved by the General Meeting of Shareholders and the Board of Directors;

+ Report of the founding shareholder, who is a domestic commercial bank, on meeting the conditions specified in Point g, Clause 2, Article 9 of Circular 40/2011/TT-NHNN from the time of submitting the application for a License to the time of submitting additional documents.

+ List of documents.

In cases where the documents are copies and not certified copies, copies are issued from the original register; the original copy must be presented for comparison. The person comparing the copy must sign the copy and is responsible for the accuracy of the copy compared to the original.

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