Circular 36/2015/tt-Nhnn: Regulating The Reorganization Of Credit Institutions

Original Language Title: Thông tư 36/2015/TT-NHNN: Quy định việc tổ chức lại tổ chức tín dụng

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The CIRCULAR stipulates the reorganization of credit institutions _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ pursuant to the law the State Bank of Vietnam the number 46/2010/QH12 16 June 2010;
Pursuant to the law on credit institutions the number 47/2010/QH12 16 June 2010;
Based business law 68/2014/QH13 on November 26, 2014;
Pursuant to the law on competition no. 27/2004/QH11 on December 3, 2004;
Pursuant to Decree No. 154/2013/ND-CP DATED 11 November 2013 of government functions, tasks, powers and structure of the State Bank of Vietnam;
According to the recommendation of the Chief Inspector, the banking supervision;
The Governor of the State Bank of Vietnam issued a circular regulating the reorganization of credit institutions.
Chapter I GENERAL PROVISIONS article 1. Scope 1. This circular stipulates the reorganization of credit institutions under the form of a merger, consolidation, change of legal form of credit institutions.
2. The credit organization limited liability company is a member owned 100% by the State capital converted into joint stock companies made under the provisions of the law on State companies to convert into stock companies.
3. The commercial bank, which is buying shares of credit institutions lead to switch the legal form of credit institutions comply with regulations of the State Bank of Vietnam (hereinafter the Bank) about the conditions, record, process and procedure of capital contribution , buy shares of credit institutions.
4. The State Bank, which is buying shares of credit institutions are special control lead to switch the legal form of credit institutions follow the Prime Minister's regulations regarding capital contribution, purchase of shares required of credit institutions are special control.
5. The reorganization of credit institutions under the Government's policy of restructuring the system of credit institutions follow the scheme by the Government, the Prime Minister, the competent bodies for approval and follow the procedures specified in this circular.
6. The reorganization of people's credit funds, microfinance institutions follow the Bank's own rules state.
Article 2. Application object 1. Credit institutions include: a) of commercial banks;
b) finance companies.
2. organizations and individuals related to the reorganization of credit institutions.
Article 3. Explanation of terms In this circular, the terms below are interpreted as follows: 1. The merger of credit institutions is the one or a number of credit institutions (hereafter referred to as credit institutions incorporated) transferred the entire property, rights, obligations and legal benefits to other credit institutions (hereinafter the merged credit institutions) at the same time ended the existence of the merged credit institutions.
2. Consolidated credit institutions is getting two or more credit institutions (hereinafter the credit institution being incorporated) transferred the entire property, rights, obligations and legal interests to form a new credit institution (hereinafter the credit organization), and the termination of the existence of credit institutions were merged.
3. following the merger of credit institutions are credit institutions receive merger after State banks approved the merger.
4. Credit institutions participated in the merger is merged credit institutions, credit organizations merged.
5. Credit institutions participated in the merger, merge is the participating credit institutions, credit institutions were merged.
6. Credit institutions represented by the credit institutions being merged are credit institutions were authorized to do the rest, the best clues to processing issues related to the credit institution.
7. Credit institutions later reorganized as the credit institution after the merger, credit institutions, credit institutions convert the legal form.
8. the competent authorities of the credit organization decisions is the body competent to decide on the merger, merge, convert the legal form of credit institutions in accordance with the laws and regulations of the credit organization.
Article 4. The case of reorganization of credit institutions 1. The case of the merger of credit institutions: a) of commercial banks, finance companies merged into a commercial bank;
b) finance companies merged into a financial company.
2. The case of consolidated credit institutions: a) the best commercial bank commercial bank into a commercial bank;
b) commercial banks to merge finance companies into a commercial bank;
c) finance companies to merge finance companies into a financial company.
3. The case of the conversion of legal form of credit institutions: a) of commercial banks, finance companies switch from limited liability company into a joint stock company and vice versa;
b) commercial banks, financial companies switch from limited liability company to a member of the limited liability company two members and vice versa.
Article 5. Record-setting principles 1. Records suggest approved reorganization of credit institutions was established 1 root by Vietnamese. Records in a foreign language must be legalized and translated into Vietnamese Consulate, unless the records are free of consular legalized under the provisions of the law of Vietnam. 
2. Copies of the papers, it is the copy from the original book or a copy or a copy certified with present a key to compare. In case the applicants submit a copy with the original present to collate collation, who is responsible for confirming the accuracy of the copy than the originals.
3. in the profile must contain the list of documents.
Article 6. The scope of activities of the credit institution after the reorganization of 1. The scope of activities of the credit institution after the reorganization should match the range of each type of credit institutions in accordance with the law.
2. The scope of activities of the credit institution after the merger is the activities of credit organizations merged. Following the merger of credit institutions are complementary activities of credit institutions be merged if meet the operating conditions prescribed by law.
3. The scope of activities of credit institutions are the activities of credit institutions be merged if credit institutions meet the operating conditions prescribed by law.
4. The scope of activities of credit institutions convert the legal form is the activities of credit institutions are transforming legal forms.
Article 7. Advice reorganization of credit institutions 1. Credit institutions participated in the merger, consolidation, credit institutions are transforming legal forms used consulting services performed.
2. reorganization of advisory organizations must meet the following conditions: a) Is the organization allowed to provide consulting services in the fields of finance, banking;
b) Organization consultants, managers, executives, major shareholders, owners, members of the advisory organization, which is not the person involved, customers are being granted unsecured credit, granting credit with preferential terms of credit institutions participated in the merger , consolidation, credit institutions are transforming legal form;
c) do not make financial advice, banking for credit institutions participated in the merger, consolidation, credit institutions are transforming legal form in time, adjacent to before filing the proposal approved.
Article 8. Publication information reorganization of credit institutions 1. After the Bank approves the principle of a merger, consolidation, change of legal form, credit institutions participated in the merger, consolidation, credit institutions are transforming legal form is published in the news media of the State Bank, on a newspaper written in the nation daily in 3 consecutive numbers or electronic newspapers Vietnam within 7 working days and is listed at the head office, branches, offices and subsidiaries the following information: a) the number of the text date, State Bank on the approved principle of merger, consolidation, change of legal form of credit institutions;
b) name, address, Head Office of the credit institution to join a merger, consolidation, credit institutions are transforming legal form;
c) capital of credit institutions participated in the merger, consolidation, credit institutions are transforming legal forms at the time of submission of the proposal to approve the principle of merger, consolidation, change of legal form;
d) representative under the law of credit institutions participated in the merger, consolidation, credit institutions are transforming legal form;
the expected information) about the credit institution after the reorganization, including: name, address, headquarters; Charter capital; legal representative; form of organization; This kind of activity.
2. After the Bank approves the merger, consolidation, change of legal form, credit institutions after the reorganization is announced on the news media of the State Bank, on a newspaper written in the nation daily in 3 consecutive numbers or electronic newspapers Vietnam within 7 working days and are listed in the headquarters , branches, offices and subsidiaries the following information: a) the number of the text date, State Bank about approval of the merger, consolidation, change of legal form of credit institutions;
b) on license Numbers and operations, business registration certificate or the text equivalent of the credit institution after the reorganization;
c) name, address, Head Office of the credit institution after the reorganization;
d) capital of the credit institution after the reorganization;
DD) representative under the law of credit institutions following the reorganization;
e) forms of organization of the credit institution after the reorganization;
g) list, the apportionment of capital shareholders, major shareholders, strategic shareholders, members, which is the owner of the credit institution after the reorganization;
h) projected opening Date for credit institutions, credit institutions convert the legal form;
I) formal informative cease operation of the merged credit institutions, credit institutions were merged, credit institutions are transforming legal forms include: (i) the name, address of Head Office;

(ii) the number, date of establishment and operation license, certificate of registration of business or equivalent documents;
(iii) capital;
(iv) a representative under the law;
(v) on the termination of the operation.
3. credit institutions participated in the merger, merger agreement and uniform public disclosure of the information specified in paragraph 1 of this article.
Chapter II MERGER, the MERGING CREDIT INSTITUTIONS article 9. The principle of merger, merge 1. Made under the agreement; ensuring normal operation of the credit institution; ensuring the legitimate rights and interests of the customer in the process of merging, merge.
2. Compliance with the provisions of this circular and the provisions of relevant laws.
3. Information security to ensure stable operation of credit institutions participated in the merger, merge before merge proposals for involving competent institutions and decisions through. The records, documents related to the merger, the merged credit institutions should ensure the principle of careful, honest, accurate, not misleading.
4. Prohibiting the pipe riveted property in any form. The transfer, buy and sell property in the process of merging, the merge shall ensure publicity and transparency, in compliance with the provisions of the law and the agreement of the parties, to ensure the safety of the property and does not affect the interests of the participating credit institutions merge, merged, organizations and individuals related to the merger , incorporated.
5. license for establishment and operation of credit institutions were merged expired when credit organization inaugurated the operation. Permits the establishment and operation of credit institutions incorporated expired when the credit organization after the merger of business registration.
Article 10. Conditions of the merger, the combined 1. Credit institutions participated in the merger, merge to meet the following conditions: a) is not in the case of economic concentration is prohibited, except with exemptions for economic focus is prohibited under the provisions of the law on competition;
b) Have merged, integrated schemes as defined in article 13 of this circular are the competent authority the decision of the participating credit institutions merge, merge through.
2. After the merger, consolidation, following the merger of credit institutions, credit institutions must ensure compliance with the provisions of the law on rate limits, ensure safety, rate shares, own shares and bank operating conditions.
Article 11. Records suggest merger approvals 1. Records suggest that approved the merger guidelines: a) petition to approve the merger by the legal representative of the participating credit institutions incorporated under the form specified in annex No. 1 attached herewith;
b) text of the merged credit institutions authorized for credit organizations merged to perform the work related to the merger as prescribed in this circular;
c) copies the license to establish and operate with copies of the documents related to the amendments, additional licenses; Business registration certificate or equivalent text of credit institutions participated in the merger;
d) text of the participating credit institutions merged report about not violating the rules of economic concentration; or text answer of competition regulators in the case of economic concentration are reported; or decide to enjoy the immunities of the competent bodies in the event of economic concentration enjoy exemption under the provisions of the law on competition;
the merger scheme) as defined in article 13 of this circular;
e) documents, resolutions and decisions of the competent authority the decision of the participating credit institutions incorporated through the project of the merger, the merger contract, the terms of the credit institution after the merger and other matters related to the merger of credit institutions;
g) merger contract was competent authority decision of the participating credit institutions through the merger and are legitimate representatives of credit institutions participated in the merger, which must have the content mostly as defined in point a of paragraph 2 Article 195 business law;
h) financial statements in the adjacent year in 3rd submission of the proposal to approve the principle of merger of credit institutions participated in the merger are audited by independent audit organisation and no comments except. The case at the time of submission of the proposal to approve the merger guidelines do not yet have financial statements audited their adjacent year shall submit financial statements have not been audited and to submit audited financial statements shortly after the release of the audit organization audit reports. Credit institutions join the merger must be responsible for the content of financial reports were filed.
2. recommended profiles approved merger: a) the text of the legal representative of the merged credit institutions: (i) to approve the merger, change in registered capital; confirm the registration of the Charter of the Organization of credit after the merger;
(ii) approve the content (if any);
b) records suggest the State Bank approval specified in point (ii) of this paragraph under the provisions of the State Bank and the provisions of relevant laws;
c) memorandums, resolutions and decisions of the competent authority the decision of the participating credit institutions incorporated through the content changes in the merger proposals and other issues relevant to the merger (if available);
d) the text of the legal representative of the credit organization merged the content changed in comparison with the project of the merger was the Governor of the State Bank approves merger guidelines (if available);
DD) written commitment of the legal representative of the credit organizations merged on the credit institution after the merger to ensure compliance with the provisions of item 2 article 10 of this circular.
Article 12. Records suggest the best approval 1. Records suggest approval principle: a) petition approval to merge by the legal representative of the credit institution being incorporated under the form specified in annex No. 1 attached herewith;
b) text of the credit institution being incorporated authorized institutions representatives perform the work related to the merger as prescribed in this circular;
c) copies the license to establish and operate with copies of the documents related to the amendments, additional licenses; Business registration certificate or the text equivalent of the credit organization be merged;
d) text of credit institutions were consolidated reports about not violating the rules of economic concentration; or text answer of competition regulators in the case of economic concentration are reported; or decide to enjoy the immunities of the competent bodies in the event of economic concentration enjoy exemption under the provisions of the law on competition;
DD), the best scheme as defined in article 13 of this circular;
e) documents, resolutions and decisions of the competent authority the decision of credit institutions were merged through integrated projects; Most contract; the draft Charter of the credit organization, the personnel list is expected to be elected, appointed to the position of Board members, Board members, Supervisory Board of the credit organization and other issues related to the merger of credit institutions; 
g) contract for competent authority decision of credit institutions were merged through and be the legal representative of the credit institution being incorporated, which must have the content mostly as defined in point a of paragraph 2 Article 194 business law;
h) financial statements in the adjacent year in 3rd submission of the proposal to approve the principle of merger of credit institutions were merged to be audited by independent audit organisation and no comments except. The case at the time of submission of the proposal to approve the consolidation principles the financial statements yet of the adjacent year audited the financial reports filed have not been audited and to submit audited financial statements shortly after the release of the audit organization audit reports. Credit institutions were merged to be responsible for the content of financial statements were filed;
I) draft statutes of the credit organization for competent authority decision of credit institutions were merged through;
k) draft internal rules of organization and operation of credit institutions, minimum internal regulations including the provisions in paragraph 2 to article 93 of law of credit institutions and the following provisions: (i) the regulations on the Organization and operation of the Board , Board Member, Board of supervisors, who runs;
(ii) the regulations on the Organization and activities of the head office, branches and subdivisions;
l) list is expected to be elected, appointed to the position of Board members, Board members, supervisory board, General Director (Manager) of the credit organization;
m) documents proving the personnel meet the standards, the conditions with respect to the titles of members of the Board, the Board members, supervisory board, General Director (Manager) of the credit institutions.
2. Approves the proposed profile combination: a) the text of the legal representative of the credit organization representative suggested: (i) to approve the merger, change in registered capital; registration confirmation;
(ii) approve the content (if any);
b) records suggest the State Bank approval specified in point (ii) of this paragraph under the provisions of the State Bank and the provisions of relevant laws;
c) Charter of the credit organization is the competent body to decide the Organization's credit through;
d) memoranda, resolutions, decisions of the competent authority the decision of credit institutions were consolidated through the changes in content, the best proposals and other issues relevant to the Union (if any);
DD) the text of the legal representative of the credit organization representatives stating the contents change compared to most project was the Governor of the State Bank approved the principle of merge (if any);

e) the minutes and resolutions of the authorities competent to decide the Organization's credit through the Charter; elected, appointed to the position of members of the Board, Board Member, Board of control; rules on organization and operation of the Board, Board Member, Supervisory Board of the credit organization and other issues related to the credit organization;
g) Board meeting minutes, Board member credit institutions regarding the elected positions of Chairman of the Board, the Chairman of the Board members; Control Board meeting minutes held credit on the title Chief parliamentary control;
h) the decision of the Board, Board member credit institutions regarding the appointment of the Director-General (Executive Director), Vice President (VP), Chief Accountant;
I) internal regulations on the Organization and operation of credit institutions as defined in point k paragraph 1 this was the appropriate decision, Board, Board member of credit organizations through;
k) written commitment of the legal representative of the credit institution represented on the credit institutions to ensure compliance with the provisions of item 2 article 10 of this circular.
Article 13. The project of the merger, the combined 1. The scheme of merging, the merge should be the competent authority the decision of the participating credit institutions merged, consolidated through and be the legal representative of the participating credit institutions merged, consolidated signed, stamped and responsible.
2. The project of the merger, merge a minimum must have the following content: a) the name, address, electronic information page (if any) of the participating credit institutions merge, merge;
b) name, address and contact telephone number of the owner, the President and members of the Management Board, the Chairman and members of the Board members, the Chief and member of the Board, General Director (Manager) of the participating credit institutions merge, merge;
c) the reason for the merger, merge;
d) summarizes the financial situation and results of activities of credit institutions involved in a merger, adjoining, before submission of the proposal to approve the principle of merger, merge;
DD) the real value of the capital stock, the bad debt, the limits, the rate guarantee safety in operation and compliance with the limits, this rate of credit institutions participated in the merger, merge before merging, to merge; capital of the credit institution after the merger, the merged credit institutions;
e) merger, merge route;
g) method and the conversion time, equity capital; the conversion form capital, equity and the corresponding conversion rate;
h) organizing meetings of the competent authority the decision of the participating credit institutions merged, consolidated, following the merger of credit institutions, credit institutions combined with the condition formula, composition, meetings, voting manner in accordance with the laws and regulations of the credit institution to pass the merger , incorporated; the authorizations for the merged credit institutions, credit institutions the organization representatives convene this meeting;
I) rights, obligations of credit institutions participated in the merger, consolidation, the organizations and the individuals concerned (if any);
k) process for employees working in credit institutions participated in the merger, merge;
l) list and the capital contribution rate of shareholders, major shareholders, members of which later merged credit institutions, credit institutions;
m) expected of personnel, organization chart, network activity and other issues related to the Organization and operation of the credit institution after the merger, the merged credit institutions;
n) conversion measures, incorporate a management information system, internal control, internal audit, data transmission system to ensure smoothly functioning during and after the merger, merge;
o) business plan expected in the 3 first years of following the merger of credit institutions, credit institutions, which must include the minimum content: market analysis, strategy, goals and business plan; the financial statements of each of the five (accounting balance sheets, reports business results, cash flow statements, the limits, the rate guarantee safety in operation, the only goal of the performance and the ability to implement the financial targets in each year);
p) and impact assessment process (if any) of the merger, merge to ensure normal operation of the participating credit institutions merge, merge and secure, stable system of the credit institution;
q) for compliance with the conditions prescribed in item 2 article 10 of this circular.
Article 14. The order, approved the merger procedure 1. Approval of the merger guidelines: a) the merged credit institutions prepare proposals approved the principle of a merger prescribed in article 11 paragraph 1 of this circular and sent by post or submitted in person at the State Bank.
Within 20 days from the date of the above records, the State Bank has submitted documents certifying credit institutions have received enough valid profile or additional requirements, complete the profile;
b) within 30 days of receipt of a valid application, the State Bank has send text comments: (i) people's Committee of the central cities, where credit institutions join the merger based on the impact of the merging credit institutions with regard to economic and social stability in the area and views on the merger;
(ii) State Bank branch in the central cities, where credit institutions join the merger based on status of organization and operation of credit institutions participated in the merger and views on the merger;
c) within a period of 60 days from the date of receipt of a valid application, the State Bank has accepted the principle of merging credit institutions. The case of disapproval, the State Bank have text stating the reason.
2. in the maximum period of 5 working days from the date the bank merger guidelines approved, credit institutions join the merger made disclosure of information according to the provisions in clause 1, article 8 3 of this circular.

3. Approve the merger: a) within a period of 60 days from the date the bank merger guidelines approved, credit institutions receive merged sent by post or submitted directly at the 1st State Bank records suggest merger approval prescribed in clause 2 article 11 of this circular. So this time limit, the State Bank doesn't get full of records mentioned above, the principle of approval is no longer valid.
Within 10 working days from receipt of the records mentioned above, the State Bank has sent the text credit institutions acknowledged got enough valid profile or additional requirements, complete the profile;
b) within 30 days of receipt of a valid application, the State Bank has the merger approval, the amendment permits the establishment and operation of credit institutions receive the registration confirmation, merger and approved the other content (if any). The case of disapproval, the State Bank have text stating the reason.
4. within 45 days of approval of the merger takes effect, the merged credit institutions make business registration procedures as prescribed by law; disclosure of information prescribed in clause 2 article 8 of this circular and have text reports the completion of the merger sent State Bank.
5. within 10 working days from the date of license and operation of credit institutions incorporated discontinued, merged credit institutions have the responsibility to repay the Bank license and operation has expired.
Article 15. The order, approved procedures combined 1. Approval principle: a) the credit institution representatives set up suggest profile approved consolidated guidelines prescribed in clause 1 article 12 this circular and sent by post or submitted in person at the State Bank.
Within 20 days from the date of the above records, the State Bank has submitted documents certifying credit institutions have received enough valid profile or additional requirements, complete the profile;
b) within 30 days of receipt of a valid application, the State Bank has send text comments: (i) people's Committee of the central cities, where the credit institution being incorporated headquartered, where credit institutions expected based on the impact of the merger of credit institutions to the stability the economic and social areas and views on the merge;
(ii) State Bank branch in the central cities, where credit institutions be merged based on status of organization and operation of credit institutions were amalgamated and the views of the Union;
c) within a period of 60 days from the date of receipt of a valid application, the State Bank has accepted the principle of merging credit institutions, approved the list of individuals slated. The case of disapproval, the State Bank have text stating the reason.
2. in the maximum period of 5 working days from the date the Bank approved the principle of consolidation, credit institutions were consolidated taken information disclosure under the provisions of clause 1, article 8 3 of this circular.
3. Approve the merger: a) within a period of 60 days from the date the Bank approved the principle of consolidation, credit institutions representatives sent by post or submitted directly at the 1st State Bank records suggest the best approval prescribed in clause 2 article 12 of this circular. So this time limit, the State Bank doesn't get full of records mentioned above, the principle of approval is no longer valid.
 Within 10 working days from receipt of the records mentioned above, the State Bank has sent the text credit institutions acknowledged got enough valid profile or additional requirements, complete the profile;

b) within 30 days of receipt of a valid application, the State Bank has the best approval, license the establishment and operation of credit institutions, confirming registration of the Statute, to approve the content (if any). The case of disapproval, the State Bank have text stating the reason.
4. within 45 days of the best approval is in effect, the credit representative organizations make business registration procedures as prescribed by law; credit institutions published the information prescribed in item 2 article 8 of this circular, the Organization opened its operations under the provisions of the law and report writing completed merge send State Bank.
5. within 10 working days from the date of license and operation of credit institutions were merged expired, credit institutions being combined are responsible for reimbursing the State Bank license and operation has expired.
Chapter III CONVERT the LEGAL FORM of CREDIT INSTITUTIONS article 16. The principle legal form conversion 1. The transfer of shares, shares, the shares must comply with the provisions of the State Bank, regulated by the law on securities and the relevant legislation.
2. Credit institutions only convert legal forms consistent with the form of the organization specified in article 6 of the law of credit institutions and the regulation of the State Bank.
3. Information security to ensure stable operation of credit institutions before converting approach legal forms are the competent authorities of the credit organization decisions through. The records, documents relating to the transformation of legal form of credit institutions must ensure prudent principle, honest, accurate, not misleading.
4. Prohibiting the pipe riveted property in any form. The transfer, buy and sell property in the process of converting a legal form to ensure publicity and transparency, in compliance with the provisions of the law and the agreement of the parties, to ensure the safety of the property and does not affect rights of credit organizations, institutions and individuals related to the transformation of legal form.
5. license for establishment and operation of credit institutions are transforming legal form expired when credit institutions convert the legal form the opening operation.
Article 17. Conditions of legal form conversion 1. Credit institutions are legal form conversion must have the legal form conversion under the provisions of article 19 of this circular and the competent authorities of the credit organization decisions through.
2. For credit institutions switch from limited liability company into a joint stock company, must meet the following conditions: a) the conditions specified in paragraph 1 of this article;
b) credit institutions are legal form conversion must meet the conditions of shares made under the provisions of the securities laws and regulations of the relevant legislation;
c) founding shareholder (if any), major shareholders, strategic shareholders of credit institutions the legal form conversion must meet the conditions prescribed by the law for shareholders of credit institutions when established;
d) shareholders, strategic shareholders are foreign investors of the credit organization legal form conversion must meet the conditions prescribed by the law of the foreign investors who buy shares of Vietnam's credit institutions;
DD) Organization, individuals buy shares must ensure compliance with the provisions of the law on ownership of shares.
3. For credit institutions switch from limited liability company to a member of the limited liability company two members and vice versa, the credit organization transition from joint stock companies into limited liability companies, must meet the following conditions : a) the conditions specified in paragraph 1 of this article;
b) owners, members of which the assignee, the new capital contribution of members of the credit organization legal form conversion must meet the conditions prescribed by the law for the owner, founding member of credit institutions when established;
c) owners, members of which the assignee, the new capital contribution of members of the credit organization legal form conversion must comply with the provisions of the law on rate shares.
Article 18. Records suggest approved legal form conversion 1. Records suggest approved conversion rules legal form: a) conversion approval form legal forms by the legal representative of the credit organization signed the form specified in annex No. 2 attached to this circular;

b) a copy of the license to establish and operate with copies of the documents related to the amendments, additional licenses; Business registration certificate or the text equivalent of the credit organization;
c) conversion plan legal forms as specified in article 19 of this circular;
d) memoranda, resolutions, decisions of the competent authority the decision of credit institutions through the conversion plan, the draft Charter, list is expected to be elected, appointed to the position of Board members, Board members, Supervisory Board of the credit organization legal form conversion and other matters related to the legal form conversion Justice;
financial report) in the adjacent year in 3rd submission of the proposal to approve the principle of converting the legal form to be audited by independent audit organisation and no comments except. The case at the time of submission of the proposal to approve the principle of legal form conversion yet have financial statements audited their adjacent year shall submit financial statements have not been audited and to submit audited financial statements shortly after the release of the audit organization audit reports. Credit institutions must take responsibility for the content of financial statements were filed;
e) draft organizational Charter conversion credit legal forms has been authoritative agency decision of credit institutions through;
g) draft internal rules of organization and operation of credit institutions convert the legal form, the minimum internal regulations including the provisions in paragraph 2 to article 93 of law of credit institutions and the following provisions: (i) the regulations on the Organization and operation of the Board , Board Member, Board of supervisors, who runs;
(ii) the regulations on the Organization and activities of the head office, branches and subdivisions;
h) list is expected to be elected, appointed to the position of Board members, Board members, supervisory board, General Director (Manager) of the credit institutions convert the legal form;
I) documents proving the personnel meet the standards, the conditions with respect to the titles of members of the Board, the Board members, supervisory board, General Director (Manager) of the credit institutions convert the legal form;
k) document, the information provided to investors, the minimum of which must have the following content: conditions for shareholders, major shareholders, strategic shareholders, the shareholders are foreign investors, owners, members, which the assignee, the new capital contribution of member credit institutions convert the legal form; 
l) in addition to the profile specified in point a, b, c, d, e, f, g, h, i, k, credit institutions switch from limited liability company into a joint stock company through individual shares to pay the addition of the following records: (i) the shares certificate individually according to the form prescribed in annex No. 3 attached Information This investment;
(ii) the owner's decision, Board member of credit institutions through the options offered for sale and plans to use the proceeds from selling wave;
(iii) the owner's decision, Board member of credit institutions through the selection criteria to be offered for sale individually, the expected list of investors would be offered individually and the number of expected stock offered for sale to individual investors.
2. Approves the proposed profile convert legal form: a) the text of the legal representatives of credit institutions: (i) to approve the conversion of legal form; registration confirmation;
(ii) approve the content (if any);
b) records suggest the State Bank approval specified in point (ii) of this paragraph under the provisions of the State Bank and the provisions of relevant laws;
c) of credit institutions convert the legal form is the competent agency decision of credit institutions convert the legal form through;
d) memoranda, resolutions, decisions of the competent authority the decision of credit institutions are transforming legal forms through the content changed in the conversion plan legal forms and other issues related to the transformation of legal form (if applicable);
DD) the text of the legal representative of the credit institution are legal forms of conversion stating the content changed in comparison with the option of converting the legal form was the Governor of the State Bank approved the principle of a legal form conversion (if any);
e) documents, resolutions and decisions of the competent authorities decide to convert their credit organization legal form through the Charter; elected, appointed to the position of members of the Board, Board Member, Board of control; rules on organization and operation of the Board, Board Member, Supervisory Board of the credit organization legal form conversion and other matters related to the credit organization legal form conversion;
g) Board meeting minutes, Board member credit institutions convert the legal form of the titles of Chairman of the Board, the Chairman of the Board members; Meeting minutes Board of control credit institutions convert the legal form of the title Chief parliamentary control; the decision of the owner of the credit organization legal form conversion about the appointment of the Chairman, the members of the Board members, members of the Control Board;

h) the decision of the Board, Board Member, owner of the credit organization legal form conversion about the appointment, the title of ceo (Director), Vice President (VP), Chief Accountant;
I) list, and the rate of capital contribution of members, shareholders, major shareholders, strategic shareholders, the shareholders are foreign investors of credit institutions convert the legal form;
k) The internal regulations on the Organization and operation of credit institutions convert the legal form prescribed in point g of paragraph 1 of this article the competent authority decides, Board, Board member of credit institutions convert the legal form through;
l) in addition to the profile specified in point a, b, c, d, e, f, g, h, i, k, credit institutions switch from limited liability company into a joint stock company filed supplement the following records: (i) the report shares the results and confirmation of where commercial bank open account blockade of the amount obtained from the batch offered for sale;
(ii) records of shareholders (if any), major shareholders, strategic shareholders of credit institutions such as the legal form conversion profile for founders established credit institutions as defined by the State Bank of the licensing, the Organization and operation of credit institutions;
(iii) records of shareholders, strategic shareholders are foreign investors of credit institutions convert the legal form prescribed by the State Bank of the profile, sequence, procedure approved the foreign investors who buy shares of Vietnam's credit institutions;
m) in addition to the profile specified in point a, b, c, d, e, f, g, h, i, k, credit institutions switch from limited liability company to a member of the limited liability company two members and vice versa, the credit organization transition from joint stock companies limited liability company filed supplement the following profile (i) the contract of transfer of shares or capital contribution agreements or confirmations of capital transfer is complete;
(ii) the text of the legal representative of the credit institution are transforming legal form to confirm the membership of credit organization, which convert the legal form;
(iii) the owner's profile, membership, which the assignee, the new capital contribution of member credit institutions convert the legal form as records for the owner, founding member credit institutions established under the provisions of the State Bank of license, organization and operation of credit institutions.
Article 19. Converting approach legal forms 1. Converting approach legal forms must be competent authority decision of credit institutions through and be legitimate representatives of credit institutions to sign, seal and take responsibility.
2. converting approach minimum legal forms must have the following content: a) the name, address and electronic information page (if any) of the credit institutions;
b) name, address and contact telephone number of the owner, the President and members of the Board members, the Chairman and members of the Management Board, head of Department and member of the Board, General Director (Manager) of the credit institutions;
c) reasons for converting legal form;
d) summarizes the financial situation and results of activities of credit institutions are transformed in the adjacent year in 3rd suggestion approved legal form conversion;
DD) the real value of the capital before and after the transformation of legal form of credit institutions; bad debt, the limits, the rate guarantee safety in operation and compliance with the limits, this rate of credit institutions before converting legal form;
e) rights, obligations of credit institutions and the organizations and individuals involved (if any);
g) expected about organization, network activity and other issues related to the Organization and operation of credit institutions convert the legal form;
h) business plan expected in the 3 first years of credit institutions convert the legal form, which must include the minimum content: market analysis, strategy, goals and business plan; the financial statements of each of the five (accounting balance sheet; the report business results, cash flow reporting; the limits, the rate guarantee safety in the operation; the norms about the performance and the ability to implement the financial targets in each year);
I) percentage of shares, own shares; conditions for shareholders, major shareholders, strategic shareholders, the shareholders are foreign investors, owners, members, which the assignee, the new capital contribution of member credit institutions convert the legal form; conversion rate, equity capital; the method and time to convert.
Article 20. The order, approved procedures convert the legal form 1. Approved conversion rules legal form: a) credit institutions established 01 record suggest approved conversion rules legal form in accordance with paragraph 1 Article 18 of this circular and sent by post or submitted in person at the State Bank.
Within 20 days from the date of the above records, the State Bank has submitted documents certifying credit institutions have received enough valid profile or additional requirements, complete the profile;
b) within 30 days of receipt of a valid application, the State Bank has send text comments of State Bank branch in the central cities, where the organisation is headquartered on credit status of organization and operation of credit institutions;
c) within a period of 60 days from the date of receipt of a valid application, the State Bank has accepted the principle of converting the legal form of credit institutions, the approved list is expected. The case of disapproval, the State Bank have text stating the reason.
2. in the maximum period of 5 working days from the date the Bank approved the principle of converting the legal form, credit institutions are transforming legal forms make disclosure of information prescribed in clause 1 article 8 of this circular.

3. Approve legal form conversion: a) within a period of 120 days from the date the State Bank approved the principle of converting the legal form of credit institutions, sent by post or submitted directly at the 1st State Bank records suggest conversion approval legal forms stipulated in item 2 Article 18 of this circular. So this time limit, the State Bank doesn't get full of records mentioned above, the principle of approval is no longer valid.
Within 10 working days from receipt of the records mentioned above, the State Bank has sent the text credit institutions acknowledged got enough valid profile or additional requirements, complete the profile;
b) within 30 days of receipt of a valid application, the State Bank has approved text conversions of legal form of credit institutions, licensed establishment and operation of credit institutions, confirming registration and approve the content (if any). The case of disapproval, the State Bank have text stating the reason.
4. within 45 days of the approval of legal form conversion effect, credit institutions make business registration procedures as prescribed by law; disclosure of information prescribed in clause 2 article 8 of this circular; the Organization opened its operations under the provisions of the law and report writing completed legal form conversion sent the State Bank.
5. within 10 working days from the date of license and operation of credit institutions are transforming legal forms expire, credit institutions are transforming legal forms are responsible for reimbursing the State Bank license and operation has expired.
Chapter IV RESPONSIBILITIES of the UNIT CONCERNED article 21. The responsibility of credit institutions 1. The Board, the Board members, the Director-General (Executive Director) and the Organization of relevant individual credit institutions participated in the merger, consolidation, credit institutions are legal form conversion must take responsibility for the entire operation and to ensure absolute security on the property of credit institutions until the completion of the merger process , merge, convert the legal form according to the project of the merger, consolidation, conversion plan legal form has been adopted.
2. The Chairman and members of the Management Board, the Chairman and members of the Board members, who represent the law of credit institutions participated in the merger, consolidation, credit institutions are transforming legal forms are responsible for the full, accurate, valid, legal records suggest merger , merge and convert the legal form.
3. Contract of merger, merge must be credit institutions participated in the merger, merge send to the creditor and inform workers within a period of 15 days from the date the Bank approved the principle of a merger, the merging credit institutions.
4. After you have accepted the principle, credit institutions participated in the merger, consolidation, credit institutions are transforming legal forms to actively prepare for delivery and must be handed over immediately to the whole of the rights, obligations and the problems of organization and active when a decision is approved by the State Bank.
5. once held back if there are problems detected in addition to the books or not delivered, the Chairman and members of the Management Board, the Chairman and members of the Board members, the Director-General (Executive Director) and the Organization of relevant individual credit institutions participated in the merger , consolidation, credit institutions are transforming legal forms must bear responsibility according to the provisions of the law.
6. Information security as prescribed in paragraph 3 article 9, paragraph 3 article 16 of this circular.

7. competent authority the decision of the participating credit institutions merged, consolidated, following the merger of credit institutions, credit institutions have the responsibility to reorganize the condition formula, meetings and how to vote under the provisions of the laws and regulations of the credit organization.
Article 22. The responsibilities of the units belonging to State Bank 1. Inspection Agency, Bank monitoring: a) presiding, in cooperation with the Service, the Department concerned of the State Bank, the State Bank branch in the central cities, the Governor of the State Bank review suggest merging, merge, convert the legal form of credit institutions;
b) Admit the command State Bank Governor signed the text send credit institutions confirm got full profile or additional requirements, complete records as prescribed in this circular;
c) The Governor of the State Bank: (i) text submitted credit institutions regarding the approval or disapproval guidelines guidelines (which stated reason) reorganization of credit institutions;
(ii) text approved the reorganization of credit institutions; the additional license to modify, establishment and operation of credit institutions after the merger; license the establishment and operation of credit institutions; license the establishment and operation of credit institutions convert the legal form; confirm registration rules, content modification, additional terms of credit institutions following the reorganization;
(iii) decided to approve the change of content in accordance with the law;
d) inspection, monitoring and handling of violations of credit institutions in the observance of the provisions of this circular by the authority.
2. Financial-Accounting: a guide to the specific issues related to finance, accounting during reorganization of credit institutions.
3. Service legislation: in collaboration with the Agency inspection, monitoring the Bank handling the legal issues related to the process of reorganization of credit institutions.
4. State Bank branch, central cities: a) the opinion in writing regarding the reorganization of credit institutions submitted State Bank under the provisions of this circular;
b) inspection, monitoring and handling of violations against the local credit organizations in implementing regulatory reorganization of functions, tasks, powers and organisational structure of the branch of the State Bank, the central cities.
5. The Service, the relevant Department of the State Bank, base functions and tasks, comments by text as proposed by the Ombudsman, the Agency overseeing the Bank under the provisions of this circular.
Chapter V PROVISIONS IMPLEMENTATION of Article 23. Transitional provisions for the operation does not meet the operating conditions specified in item 2, 3 article 6 of this circular, the following the merger of credit institutions, credit institutions as follows: 1. From the day following the merger of credit institutions granted the certificate of registration of the enterprise credit institutions, for the opening of operation, following the merger of credit institutions, credit institutions not signed the new contract, agreed to conduct the operation does not meet the conditions specified in paragraph 2, 3 article 6 of this circular.
 2. With regard to the contract, the agreement was signed before the day following the merger of credit institutions are registered certification organization, business credit opening and operations consistent with the provisions of the law at the time of signing, following the merger of credit institutions, credit institutions and customers are continuing to follow the agreement signed the remainder of the term of the contract, the agreement.
 Article 24. Effect 1. This circular has effect from 1 March 2016.
 2. From the date of this circular are effective, the following terms expire: a) clause 1, 2, 4, 5, 7 article 4; clause 1, article 6 2; Chapter II; Chapter III; the regulation on mergers, consolidation of credit institutions as defined in article 1, article 3, paragraph 8 article 4, article 5, article 7, article 8, article 21, article 22, article 23, article 24 circular No. 03/2009/TT-NHNN dated Jan. 11, 2010 by Governor of the State Bank of the merger regulation , merge, acquisition of credit institutions;
b) Clause 17, 18, 19 Section VIII part I circular No. 03/2007/TT-NHNN dated Jan. 5, 06, 2007 by Governor of the State Bank of guiding the implementation of a number of articles of Decree No. 22/2006/ND-CP of March 2006 by the Government on the organisation and operation of the foreign bank branch banking, venture, 100% foreign-owned banks, representative offices of foreign credit institutions in Vietnam;
c) paragraph 4 Article 4 Circular No. 24/2011/TT-NHNN dated Jan. 31 August 2011 of the Governor of the State Bank on the enforcement options that simplify administrative procedures areas established and banking activities under the Government's resolution on the simplification of administrative procedures in the scope of the management functions of the State Bank of Vietnam.
Article 25. Organizing Chief, Chief Inspector, bank supervision, heads of units of the State Bank, Director of the State Bank of India branch of the province, central cities, Chairman of the Board, the President of the Council members, the Director-General (Executive Director) credit institutions responsible for implementation of this circular.