Advanced Search

Decision 12/nh-Qd: Enacting The Templates Of The Banks And Credit Institutions

Original Language Title: Quyết định 07/NH-QĐ: Ban hành các bản mẫu Điều lệ của các Ngân hàng và tổ chức tín dụng

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$40 per month.
The DECISION to enact the templates of the banks and credit institutions to STATE BANK GOVERNOR pursuant to the law the Council of Ministers held on 04/07/1981;
Pursuant to the State Bank of Vietnam Ordinance, Ordinance on banks, credit cooperatives and finance companies, on 23/5/1990;
Pursuant to Decree No. 196, dated November 12, 1989 by the Council of Ministers defined the tasks, powers and responsibilities of the State management of the Ministry;
At the suggestion of the Director of the banking and credit institutions, decision: article 1: Today issued the following Charter template to do the build base specific rules of banks and credit institutions.
1. State Bank Charter Template 2. Charter form of commercial bank shares 3. Sample Charter financial company shares 4. Sample credit cooperative Charter article 2. This decision has effect from the date of signing.
Article 3: the State Bank Chief, Director General, banking and credit institutions, the heads of the relevant unit in the Central Bank, Director of the State Bank branch, district, city, centrally, the legal personality and be on the territory of Vietnam wants to establish banks and credit organizations are responsible for the implementation of this decision.
 
CHARTER FORM JOINT STOCK COMMERCIAL BANK (BANK SHARES) (issued decision No. 07/NH-QD on 08/01/1991 of the Governor of the State Bank) chapter I-GENERAL PROVISIONS 1. The name of the joint stock Bank (full name and short name) by Vietnamese and if necessary can record the name in English or French.
2. The nature, purpose and scope of banking activities in the collective-owned shares of the shareholders; currency trading and service in the industry or the field of technical-economic, such as agriculture, fisheries and rural development, public-commercial, export of goods and services, maritime development, handicraft, investment and industrial development, building, science-technical ...
3. Legal personality and financial autonomy: Is an entity established on a voluntary basis of shareholders (stating the name of the legal person, may be the shareholders).
Headquarters of the Bank shares with the branch is the only entity, has a seal, independent of the property and do the obligations for the State.
Capital contribution by shareholders, financial autonomy; solely responsible for business results and commitment to his clients before the law; There are balance sheet accounting.
4. the main address, headquarters, Where activities are located in (name of province, city and can clearly address house number, street, phone number, the main account at the State Bank, if identified and ensure legality).
Where the branch in the country (if the State Bank allowed) and when the State allows, approves foreign, can set the branch or representative office abroad).
Geographical operations: stating the geographical works in the city.
5. The duration of operation: Not less than 20 years from the date of being granted a license to operate.
6. Organization and management principles, a voluntary set of operating the Bank shares in the form of a joint stock company of the owners and traders of the law of equality, democracy and respect for the law the highest decision-making authority of the Bank shares is the shareholder.
Shareholders elect the Board to administer the Bank between the two States, shareholders elect the Board to control the business activities of the Bank.
Banking operations is the Director General or Director.
 
Chapter 2-the CONTENT of BUSINESS ACTIVITIES 1. The business activity of the Bank shares a. capital mobilization: exploiting short-term, long-term capital in the country (and abroad, if the State Bank allowed) of all organizations and residents in the economic component: the types of deposit term and non-term deposit certificate issued When prescribing the content on , must respect and obey the level control on the financing provisions in the Banking Ordinance, the HTX-TD and financial companies: total capital level is no more than 20 times the own capital (capital reserve fund + food + accrued interest not yet divided).
b. receiving capital: receiving capital investment trust and the development of the organisation c. loans short term loan (direct loan or advance) for the enterprises, organizations and individuals are allowed to operate the production and trading of goods and services trade.
Medium and long-term loans, according to the nature and capabilities of resources, economic efficiency and profitability, payback time.
Discounting the votes, bonds and other valuable papers to respect and obey the limit control on lending stipulated in article 25 of the Banking Ordinance, credit cooperatives and financial companies, namely: joint-stock banking was not for a borrower more than 10% of capital letters (including capital reserve fund + food + accrued interest not yet divided); total capital for 10 most borrowers are not yet 30% of the total debt balance to Bank shares.
Joint stock banks must ensure the ability to pay according to the provisions of article 44 of the Ordinance on the State Bank of Vietnam.
Required to maintain statutory reserve funds required to maintain the source of other deposits to be willing pay the deposit and debt as defined by the State Bank.
The minimum reserve rate is mandatory and the other safety rates Are listed and done the right interest rate, commissions, fees, the level of penalties applied for all of his profession.
Not be endowed with the following object in the loan, interest rate, interest income, fees, commissions, penalties other than the client;
Members of the Management Board and the Executive Supervisor of credit organizations, control credit organization members or spouses who live in a 3-system with Board members, executives, supervisors, controllers.
Shareholders owning more than 10% of voting power of the credit organization;
Examiners on credit organizations and all members of that agency;
The company is one of those counting on participating shares from 10% or over the company assumed control of the credit organization shareholders owning more than 10 shares have the right to vote of 1 other company took control of credit institutions where the objects are the Board of review and the decision to loan the total amount of the loan is not more than 5% own capital, credit institutions (article 30, Ordinance, credit cooperatives and financial companies).
d. partner and venture capital sources are self only (including capital reserve fund + food + accrued interest not yet divided) respect for and observance of the limit control scale and the volume of capital for the Organization of production, sales and credit institutions, as defined in the Banking Ordinance , Credit COOPERATIVES and financial companies. Namely: Bank stake in capital letters only to partner or buy shares, but not more than 10% of the company's own capital, the production enterprise-that his business partner or buy shares.
Banned Bank of shares involved in the contract or use the ways to win for himself the position control on the currency market, finance, Forex or win unfair advantages for third parties or credit institutions are the State Bank allowed to transfer.
d. currency trading and foreign Capital have self service must reach rules out foreign currency from 5 million to 10 million USD (us dollar) and must have an active time, create credit with new customers are the State Bank allowed.
Respect the regulations on Foreign Exchange Management

e. other services: How do payment services between the joint-stock Bank clients can perform the following operations, if there are conditions and are the State Bank allowed;
Gold, precious metal, currency exchange for foreigners, pay remittances store, purchase, sale, transfer, management of securities and other valuable papers made the credit leasing services; credit guarantee for economic institutions.
The financial advisory services, asset management, credit and investment project development, investment trust 2. Powers and responsibilities in running the business announced, listing and make true The specific interest rates on deposits (not below the lowest rate by the State Bank Regulation) and loan interest rate (not to exceed the highest level due to Bank Regulation).
The rate of Commission, fees, fines in the currency trading activities and banking services as prescribed by the State Bank.
Sue in civil disputes and recommend prosecution of criminal cases related to the activities of the Bank shares.
The decision established, merged, dissolved when the branch was approved by the State Bank in writing; management and the responsible organizational structure, staffing, and HR wage fund of the Bank shares.
Financial autonomy, self insure costs, responsible business result, rhymes about the growth and conservation of the Bank's capital stock.
Responsible before the law for the whole of its activities; physical responsibility for the entire characters capital clients and other legal assets of joint stock banks (including capital, reserves, funds and property); keep losing and metrics, customer operations, except for the request in writing of the legal authority under the provisions of the law.
Be right for the client request to produce documents, records and provide information about the situation of production-business and finance, to review the decision to refuse lending địh credit relations, if found unlawful, are not effective, or are not capable of repaying.
Respect for and observance of the tools and management measures according to the State's monetary policy.
The minimum reserve rate imperative norms or norms exist account on cash and foreign currency interest rate discount and minimum interest rates on deposits, the maximum interest rate on loans.
The exchange rate on the market by the State Bank held the scope, the level of funding has engaged in capital market and money market report mode and subject to inspection by the State Bank.
 
CHAPTER III-ACTIVE CAPITAL stating the type of Bank's capital stock (capital, capital, capital, capital, borrowers receiving other capital) and use the kind of capital that (depending on the possibility and nature of short-term or long-term capital that use according to the appropriate purposes, but not necessarily to use short-term capital to long-term loan).
1. Capital State Bank announced a minimum at the beginning of each financial year to credit institutions prepare established as fixed base the extent of his capital and called equity.
When the capital reaches 50% of the prescribed level sent to the account was blocked in the State Bank, new licensed activities. The number of missing capital must contribute enough by the time limit specified by the shareholder foul, but at the latest after 12 months from the date of grant of the license.
Are added, increasing the Charter capital when needed, by issuing new shares and merged reserve fund into the capital after the Governor of the State Bank approval.
Charter capital using the activity: shopping fixed assets and equipment necessary for the minimum initial Bank operations technical development partner and banking business venture the other services of the Bank The necessary reserves regarding the estate and property purchase shares loan, credit institutions are not used to return on capital, distributed or dispersed assets to the owners of the Bank shares under any form.
2. Capital is the property of the owner, the Bank is entitled to use and have the responsibility to repay the capital and interest on time.
Specify the types of deposits under the form of capital is only of use for credit operations, are not used to buying JointVenture partner shares, other service businesses and stores the property, pay the cost of operation for the Bank.
Respect for and observance of the limits of control, mandatory minimum reserves, the safe rate of capital, avoiding the risk. 3. Receiving: receiving capital which under the investment trust development, are properly used at the request of the Organization, the individual mandate and the sequence of techniques, professional development investment management.
4. Working capital loan: loans State Bank, the foreign bank loans, loans to credit institutions in the country.
5. other capital types: the types of capital formation during the operation and scope of content using the kind of capital.
 
Chapter I-STOCK SHAREHOLDERS 1. Shares on the basis of the capital (say in point 1 of chapter III) specify the number of shares, listed the many denominations of shares equally.
The shares are issued in the form of shares entitled and transferable, inherited according to the law. The transfer of shares must be approved by the Board and must sign in at the main Office of the Bank shares. If the number of shares needed larger transfer 15% of Charter capital must be the State Bank allowed (article 9, Ordinance, credit cooperatives and financial companies).
Equity contribution money can in Vietnam, foreign currencies or gold, calculated according to the conversion price forecast at stocks, stocks can be added after the initial release by decision of the shareholders ' meeting and must be approved by the State Bank.
Legal and foreign workers can buy shares of Bank stock by the number and the percentage of capital by the State banking regulations.
A share represents a vote when the electoral participation and voting at the meeting of shareholders. The case has many shares must specify the amount of the minimum stake to BA shareholders delegate (usually 1 shareholders delegate the representation rights for no more than 10 shares).
Shareholders ' equity was not in any way, except in the case of dissolution of the Bank shares.
2. the Bank's shareholder shareholders shares is the owner of one or more shares of stock, but the Bank is not possessing the number of shares by the bank rate too State regulation (a maximum of 10% of human capital and a legal maximum of 40%).
Duties of the equity enough shareholders subscribed to buy and in compliance with the provisions of the Statute on joint-stock Bank Executive Charter capital contribution the Bank shares have been shareholder via strictly implemented the resolutions of the shareholders ' rights and responsibilities Are divided into interest rates according to the results of precedence whenever the Bank buy shares every stock capital increase and the sale, transfer of shares under the provisions of the Charter of the Bank shares.
The nomination and election of the members of the Management Board and Supervisory Board of the Bank shares.
Join the shareholders discussed and voted on the resolutions of the shareholders, critics, questions, suggestions about the work of the Board, the ceo and the Board of control of the business activity of the Bank shares.

The request to convene an extraordinary meeting of shareholders to be informed regularly, irregular situation operate all aspects of the Bank's shares.
Responsible for the debts of the Bank shares, within the limits of the number of equity has contributed.
Protect the interests, property and secrecy about the activities of the Bank shares.
 
Chapter V – Organization, MANAGEMENT And Administration, Control 1. Organization of joint-stock banks: Bank stake headquartered and can have affiliates directly if the Central Bank allows foreign and approved, can set up branches or representative offices abroad.
2. Shareholders: the highest decision-making body of the Bank shares is the shareholder. Shareholders are: the first meeting of shareholders, annual shareholders ' meeting and the extraordinary shareholders ' meeting.
a. the first shareholder: composed of the legal person and people are shareholders and other shareholders (shareholders must purchase together at least 20% of the number of shares intended to release the Bank's shares).
The first meeting of shareholders must contain groups of shareholders representing at least 3/4 of the Bank's capital stock.
Mission: through the Charter, the direction of currency trading activities and banking services.
Elected to the Board of Control Board decided on the Organization of the Bank and executives (ceo or Director and deputies).
Through the program and assign the time to complete the application and State Bank licensed to operate.
b) annual shareholder meeting once each year, according to the summons of the President of the Board.
Annual meeting of shareholders must too 2/3 of the shares of the Bank stock. The decision of the general meeting by majority of votes counted according to the number of shares of shareholders present.
The duty and authority to decide the direction the task of developing the Bank shares, the annual business plan;
Through the report of the Board on the activities and results of the report of the Board;
Through the fiscal year, the settlement distribution plan, use the profits and funds recommended by the Board;
Voting to approve the increase and capital stock;
Consider violations of the Board cause damage to stock banks;
Elected to the Board and the Control Board if to new term or elect additional, alternate members of the Management Board and supervisory board members.
c) extraordinary meeting of shareholders: the extraordinary shareholders ' meeting to be convened at the request of the Chairman of the Board, of 2/3 of members of the Board, 2/3 or more shareholders or as requested by the Control Board. The extraordinary meeting of shareholders must meet 2/3 of the shares of the joint stock Bank attended the meeting and the new decision valid and valuable.
Duties and powers: deciding the processing undertakings when urgent matters arise affecting the existence of the Bank shares;
Decide the issues of serious litigation disputes;
The decision to dissolve the branch, mission, elected again, additional replacement of members of the Management Board, the Supervisory Board;
Vote on amendments, additions or alterations.
Other emergency issues.
The vote must have sufficient 2/3 of the shares of the shareholders of the new presence of value.
3. The Board: the Board is the highest body of refugees of Bank shares between the two shareholders.
The Board elected by the shareholders general meeting, from 3 to 12 members: the President;
1-2 the Vice President (Vice President);
The Commissioners.
The members of the Board, was elected with a majority vote formula by direct election and the vote.
The term of the Board may be from 2 to 5 and in each renewal term as need to replace some of the members. These cases are not swarms on the Board and alternative methods of members of the Board should be clearly stated in the Charter of the Bank shares.
Duties and powers of the Management Board of the Bank shares in accordance with the Charter and resolutions of shareholders, responsible to the shareholders of violations in management, break the law or cause damage to stock banks.
The previous shareholders ' business situation, expected profit distribution, divided into shares, interest rate report of Bank shares, the direction development tasks the Bank stake, plans to operate the business.
Assign the quote to set up funds, dividend, how to use the Fund as decided by the meeting of shareholders.
Decide on the mode of business, financing, capital increase and the transfer of the assets of the Bank shares.
Determine the specific interest rate and the rate of Commission, fees, penalties, under the guidance of the State Bank.
Decide organizational structure and personnel regulations, staffing, salary Fund of the Bank shares.
Appointment, dismissal of General Manager (Director) operating the Bank shares.
Consider the credentials to the Director-General (Executive Director) Bank shares to sue or prosecute cases related to the rights and property of the Bank shares.
Petition to modify, complement the Charter decided to convene meeting of shareholders decided the business relationship, the Bank's foreign shares of the regular meeting of the Board January 2 times, but not to extend beyond three months.
Session of the Board must be 2/3 of the Board members decide by majority of members present. Horizontal case votes, the party would have the vote of the Chairman or Deputy Chairman (if the President is absent), the party that was the decision. Decisions of the Board are recorded in the minutes and signed by the presiding Secretary and new session value.
The Library Board had no salary, that the remuneration of public service and be covered the other necessary expenses. The level of remuneration due to the shareholders ' decision.
4. Operating the Bank shares is the General Manager (or directors) duties and powers: any operating business activities of the Bank shares in accordance with the law, the Charter of the Bank and the resolution of the shareholders.
The selection and recommendation of the Board of additional pollution, contaminated the title Vice President (VP) Chief Accountant.
Are recruitment, discipline and retrenchment for bank employees of shares according to the regulations issued by the Board.
Sign the report, the text of the contract, the evidence from the Bank's shares.
The Board reports financial status and results of the Bank's shares.
Responsible for the entire operations of Bank shares before the Board and the shareholders.
Help the General Manager (or Director) has a Deputy Director (or Deputy Director) by the Director General or Director chosen to suggest the Board appointed.
5. The organization of the Board and select the election of Directors. Directors must follow the following process: a majority of members of the Management Board, the Chairman of the Board and ceo (or Director) to Vietnam nationals.
The Director General or Director may not necessarily be shareholders, appointed by the Board, dismissed by decision of shareholders meeting and recorded in the Charter.
A member of the Board not to be a Chief Executive in the Bank (except the Director General or Director).

A member of the Board of Bank shares was not a member of the Board too 2 different business organization Chairman of the Board; not a Chief Executive would at his bank and in production and business institutions and other credit institutions.
Officials and State employees, military personnel in five not to personally do the members of the management board or the Director General (or Director) of a bank.
The Director General (or Director) is joint stock Bank who had graduated from the University of Economics, finance, banking or equivalent: have enough knowledge and experience to manage the Bank.
The members of the Management Board, ceo or Executive Director, Board of control have to be Governor of the State Bank approved in writing.
6. control the banking shares: shareholders elected and dismissed the Board of control.
Members of the Board of control was the professional banking techniques.
Control Committee members must be shareholders but was not a member of the Board; Don't be one of the Chief position: ceo, Director, Deputy Director, Chief Accountant, not direct relatives 3 life and not his wife, husband, father, son of a member of the Board or of the Executive Director, Deputy Executive Director.
The term of the Board along with the term of the Board. The Control Board members may be re-elected.
Duties and powers: to control the financial and business activities of the Bank shares.
Be required to the officers, employees in the Bank shares offer situation, figures and captions relating to the business activities of the Bank shares.
The report before the meeting about job control with independent opinions.
Attend the meetings of the Board, statements of opinion and have the recommendations, but did not participate in the voting.
Request the Board to convene an extraordinary meeting of shareholders.
Control Board members have no salary that remuneration according to the decision of the meeting of shareholders.
CHAPTER VI-ACCOUNTING, Profit, Funds 1. Accounting: the financial year of the Bank shares starting July 1 and ending on December 31, last year.
Make the account system accounting accounting issued by the State Bank. The accounting must be in accordance with the provisions of the Ordinance on statistical and accounting provisions in articles 40, 41, 42 of the Banking Ordinance, HTXTD and financial companies.
2. Profit: materialize under the rules of the financial regime issued by the State for the company.
Shared profit: the total revenue-total cost.
Net profit: general-tax profits.
3. distribution of profits and funds: before the return of shares to the shareholders must extract establishment.
a) the Fund formed from extract of net profit: Reserve Fund: 5% of net profit to capital supplement maximum levels by the State banking regulation;
Special Reserve Fund: 10% of the net profit, until by 100% of the Charter capital;
Shareholders may request a quote up more funds is not required (can be used to offset losses, capital input, or to break up the form of the return of shares);
Technical business development fund of the Bank;
Reward Fund;
Welfare Fund.
b) no funds from profit: depreciation Fund of fixed assets;
The depreciation fund major repairs;
The other funds as provided by the financial laws.
Outlined the principles and authority decided to use each type of funds on it.
Handling the business case a loss: Should a meeting of shareholders to decide.
There are two modes of settlement: Extract from the Reserve Fund (excluding special reserve fund);
Moved in part to losses the following year.
With this method both the Bank shares are required to take measures; cost savings, increased resources, search market, expand the currency trading and banking services in an efficient manner within the framework of the law to restore.
If prolonged, the losses dealt under article 45 of the Ordinance on banks, credit COOPERATIVES and financial companies.
CHAPTER VII – proceedings, disputes, DISSOLUTION, liquidation 1. Of the proceedings, the dispute: Chairman of the Board of Bank shares on behalf of Bank shares before the law.
Equal rights of Bank shares before the law to all legal entities and people when there is litigation, disputes.
Respect for and observance of the sanctions law says in article 47 Ordinances banks, credit COOPERATIVES and financial companies and other legal texts concerned.
2. dissolution, liquidation: the specific cases Mentioned defunct branches or the entire Bank shares such as: expiry of the activity recorded in the Charter that did not want to renew.
Shareholder voting is dissolved, split or merged.
The Court's decision to suspend the operation.
State Bank revoked the license of operation.
The rules on liability as liquidated (the person responsible, the cost and the examiners liquidated).
 
CHAPTER VIII-FINAL PROVISIONS the time Charter in effect enforced (on State Bank licensed to operate).
The additional right to modify the Charter (by shareholder vote through and be approved by the State Bank).
Negative terms before or after the terms of the Charter before (if available).
 
SAMPLE CREDIT COOPERATIVE CHARTER (promulgated by decision No. 07/NH-QD on 08-01-1991) chapter I-GENERAL PROVISIONS 1. The name of the credit COOPERATIVES: on full and abbreviated name by Vietnamese.
2. The nature, purpose and scope of activities: credit COOPERATIVE is owned in credit organizations collective, was established on a voluntary basis and by social contribution. Credit cooperatives mobilize capital resources of the commune, for the loan officer Township to serve the production and circulation of commodities, life, struggle against the evils of usury and the ward "them"; "hụi" exploitative nature.
Credit COOPERATIVES held in wards, communes where there are eligible activities.
3. Legal personality and financial autonomy: credit COOPERATIVE has legal personality, seal, independent economic accounting, responsible about property, business results and do the obligations for the State.
4. the Organization and operating principles: credit COOPERATIVES are organized and operate according to the principle of voluntary, mutually beneficial and democratic management.
The highest authority of the credit COOPERATIVES is the Congress of Member Township; the Congress of Vienna Township elected Board and Supervisory Board of credit COOPERATIVES.
Operating activities of credit COOPERATIVES is the Executive Committee. The Executive Committee is appointed by the Board, miễm.
List of Management Board, supervisory board, the Executive Committee was approved by the State Bank.
5. Head Office, address, activity areas: municipal headquarters and the area of operation (specify the province, city, County, district, number of houses, streets, villages, communes ...)
6. the operating time: Not less than 10 years from the date of the State Bank was granted a license to operate.
 
CHAPTER II – Content Of BUSINESS ACTIVITIES 1. Professional resources: a) capital: social equity contribution by members;
b) mobilize the kind of deposits.
Credit COOPERATIVES are not mobilized capital deposits too 10 times which had itself (equity + the + reserve fund have real interest rates have not yet divided).
c) short-term loans of State banks and other credit institutions under the regulation of the State Bank and the maximum bằng30% own capital (capital reserve fund + food + accrued interest not yet divided).
2. use of capital services: For short term loans to Park Township, production, commercial, service and catering to the needs of the living.
3. agents and professional credentials:

Depending on conditions, credit COOPERATIVES signed a contract with the commercial bank agent or a number of banking services and enjoy the Roses on this work, the Commission level due to the two parties to the agreement according to the level or rate control by the State banking regulations.
4. Rights and responsibilities: a) credit COOPERATIVES must strictly observance of the principles, the mode of credit, currencies, payment by the State banking regulation;
Listed specific interest rates on loans, deposits, fees, commissions, penalties apply in each moment.
Ensure the safe rate of capital and liquidity; crease which for some people; not for a member to borrow more than 10% of the actual capital and reserve fund; total capital for loan officer Township 10 more for the maximum 30% of the total outstanding loans of capital credit COOPERATIVES.
Guaranteed pay in line with the provisions of the State Bank to have the money ready to pay the deposit and debt due to the social staff requirements. Bear the full responsibility before the law if inability to pay deposits for civil staff.
Opening deposit accounts in the Bank (or the commercial bank was the Bank of the water) and must be maintained on deposit account an amount of mandatory minimum reserves according to the regulations of the State Bank. At the same time be sure to retain the rate of capital safety and liquidity.
Not be partner, purchase shares or loans for State-owned enterprises and collective economic organization.
b) credit COOPERATIVES have the right to require the borrower to provide the information on the financial situation, the legal property to mortgage, the repayment source before deciding to lend or reject loans if it deems there is no economic efficiency and not capable of repaying.
c) credit COOPERATIVES have the right to apply sanctions against the borrower's credit, the complaint before the agency law or sue the borrower case delays, passive, chây won't repay, taking advantage of the loan on the purpose of speculation, hoarding goods or loans with high interest rates and taking the hụi precinct exploitative nature.
d) within the minimum interest rate on deposits and the maximum interest rate on lending by State banks. Credit COOPERATIVES was right to announce specific interest rates on deposits and loans in each time period appropriate to the market and the content of their activities.
e) loan ties, sending the capital, agents and services between credit COOPERATIVES with commercial banks of equality, mutual benefit, cooperation and help each other.
h) credit COOPERATIVES are responsible for business results, about strengthening and preserving capital, financial autonomy, self-assurance cost and responsibility for its commitments to customers.
 
CHAPTER III-ACTIVE CAPITAL 1. Capital: a) capital of credit COOPERATIVES must reach a minimum State Bank announced at the beginning of each financial year.
b) based on the above minimum capital levels, the founder of credit COOPERATIVES announced specific capital levels and the number of shares equal to commune staff. Each commune member can contribute to one or more of the shares, not to exceed 10% of the capital of COOPERATIVES/TD.
c) When reaching the 50% capital contribution and sent to the account blocked in the State Bank or banks are State Bank authorization, credit COOPERATIVES have been given license to operate. The number of missing capital must contribute enough by the time limit specified by the Congress of Vienna Township, but slow for no more than 12 months from the date of license. That term too if not enough capital, the State Bank will revoke the licence granted.
d) shares are manifest in the form of stock names, be transferred and inherited according to the provisions of the law. The transfer of shares must be approved by the Board and must be registered with the Board of the credit COOPERATIVES.
Each stake is an electoral vote and voted at the town park.
Park Township is divided into interest rate according to the following business results every year (not fixed interest).
Park Township was only equity shares when credit COOPERATIVES liquidation and dissolution; song credit COOPERATIVES must use the money real have capital, including capital to favor repayment to depositors.
e) capital is complemented by releasing more new stocks or more enrollment if Park Township was approved by the State Bank.
2. Capital: is the property of the owner, the credit COOPERATIVES are entitled to use on business purposes and have to be responsible to reimburse both capital and interest to the owner.
Only credit COOPERATIVES mobilize deposits of town park with the form of the term and non-term and only use that capital for short-term loans; must respect and obey the limit control on the level of capital by the State banking regulations.
CHAPTER IV-MANAGEMENT And ADMINISTRATION 1. Congress: Congress of Vienna Township Township (or civil Congress members) must have group members represent the Township at least 3/4 of Charter capital of COOPERATIVES; as the highest decision-making body of credit COOPERATIVES, the regular meeting once each year.
Congress has the authority and duty: a) through the report done, Congress decided the direction of operations to, review of financial settlement, decided to assess the distribution of profits.
b) consider violations of the Board cause damage to credit COOPERATIVES; election, dismissed or members of the Management Board, the Supervisory Board.
In addition, may hold extraordinary Congress at the request of 2/3 of the members of the Management Board members, representing 2/3 of the Chartered capital of credit COOPERATIVE or at the request of the Board of control.
2. The Board of Trustees: the Board credit cooperatives include the President, Vice President, and a number of Commissioners elected by the Congress of Vienna Township. The term of the Board from 1-2 years.
Duties and powers of the Board: a credit cooperative administration in accordance with the Charter and resolutions of the Congress members Township; responsible to the Congress of Vienna Township about violations in management, violation of the rules, break the law or cause damage to credit COOPERATIVES.
The Congress members Township business situation; report, expected profit distribution, shares, interest rate direction split the task of development of credit cooperatives and planned business activities.
Appointment, dismissal of the members of the Executive Committee;
The decision to convene the Congress of Member communes.
The Board decided by a majority of members present attended the meeting. The case of the votes, the vote of the party peer Chairman (or Deputy Chairman if absent Chair) presiding the session is decided. The decision of the Board must be recorded in minutes, signed by presiding, Secretary of the new session has joined.
Members of the Board have no salary but are entitled remuneration of public service; the level of remuneration decided by the Congress of Vienna Township.
3. The Executive Committee: the Executive Committee of credit COOPERATIVES including the Chairman and the Deputy Chairman.
The Chairman is a member of the Board, but necessarily the Chairman not to cum the Chairman.
The task of the Executive Board: control of daily transactions, responsible for managing the business operations of credit COOPERATIVES, to sign the documents, the report of credit COOPERATIVES. Executive officers and professional staff to help enjoy the salary or allowance monthly and the other benefits of CO-OPERATIVE credit (if any). The monthly allowance or salary due to the Congress of Member communes decide based on business results and competencies of each contribution.
4. The following persons are not elected on the Board and the Executive Committee, or removal, of course, if: been saved the criminal liability

Was convicted on charges of violating national security, violate possessed SOCIALIST, violate possessed by citizens, the economic crime;
Was convicted of the other criminal has not been deleted;
Foreign courts convicted of crimes for which the law of Vietnam are also considered offences under the law of Vietnam and not yet deleted projects, foreign courts declared the unveiling and not yet the right authority.
5. The Chairman of the Board, President and Chief Accountant credit COOPERATIVES must be those who understand the business OPERATIVES/TD.
6. Control Board: Board members elected by the Congress of the social the professional accounting and credit COOPERATIVES. Control Board there are from 2 to 3 people, including the head of Department. Control Board members are members of the Management Board and the Executive Committee. The term of the Supervisory Board together with the Management Board's term.
Control Board operate independently, check periodically or irregular operation of the Board, the Executive Committee and the professional activity of a credit COOPERATIVE and responsible about their activities before the Congress of Vienna Township.
Head of control sign on a yearly settlement of credit COOPERATIVES, the Bureau of the meeting of the Board and spoke of his independent opinions, do not participate in the voting.
When there are important things, Control Board has the right to petition with the Board convened the extraordinary Park Township to consider, handle.
Control Board members are entitled to remuneration according to the decision of the Congress of Vienna Township, chapter V-ACCOUNTING and PROFIT DISTRIBUTION 1. Accounting: credit cooperative application of dual accounting mode due to the State Bank. All business activities arise daily must have legitimate vouchers, valid, full, timely recorded exactly on bookkeeping.
Monthly, five have reported the account balance; last year established the settlement of business according to the State Bank.
Credit COOPERATIVES have to accepted reports, statistics mode, periodically or irregularly due to bank regulation.
2. Profit and profit distribution: credit COOPERATIVE's profit earned after tax, the rest was net profit.
Credit COOPERATIVES was established the reserve funds from net profit in accordance with the Ordinance, the remainder is taken up other funds pursuant to the financial law and stock divided by the decision of the Congress of Vienna Township.
Business case with the Board to report before the Congress of Vienna Township, to the Congress decision: extract reserve fund to offset, or deducted from the following year's business results. Then the credit COOPERATIVES must plan to offset the reserve fund was quoted and the remaining hole number yet have the source offset.
 
CHAPTER VI-LITIGATION, disputes, DISSOLUTION, THANHLÝ 1. Of the proceedings, the dispute: the Chairman of the Board is representative of the credit COOPERATIVE before the law.
The right of equality before the law with credit COOPERATIVES of all legal entities and people involved when there are disputes, proceedings.
Credit COOPERATIVES must respect and obey the sanctions law says in article 47 Ordinances banks, credit COOPERATIVES and financial companies and other legal provisions concerned.
2. dissolution, liquidation: credit COOPERATIVE dissolved in the case: a) the expiry of the activity recorded in the Charter that did not suggest extension;
b) dissolve ahead of time according to the voluntary recommendations of 2/3 of members of the Congress of Vienna Township.
c) forced dissolution in the case: do the courts declare bankruptcy or by State Bank decided to revoke the operating licence (business losses lasts, but no recovery kả; d. the solvency extends beyond the time limit conservation; serious violations of the law).
The dissolution was resolved according to legal provisions and must liquidate immediately under the supervision of State banks and financial institutions.
Clearly identify the material responsibility for clients, for when Township statutory liquidation for the limited liability corporation.
 
CHAPTER VII-FINAL CLAUSES the time Charter in effect enforced (snoring are State Bank of licensed operation). Note Charter was the Congress of Vienna Township through (at the town park on ... month ... year ...).
Specify the right to modify, Supplement, this Charter is the Congress of Member Township and must be approved by the State Bank.
Negative terms or provision in the Charter before (if available).
SAMPLE CHARTER FINANCIAL COMPANY SHARES (issued pursuant to decision No. 12/NH-QD on 08/01/1991 of the Governor of the State Bank) chapter I-GENERAL PROVISIONS 1. The finance company's name: the full name and abbreviation by Vietnamese, if necessary can be written in a foreign language, English or French.
2. The nature, purpose, scope of activity: the company Is not issuing shares, collective-owned by shareholders.
Make currency trading and banking services, mainly short and medium-term lending service of trading activities, goods and services for business organisations in the economic component.
3. Legal personality and financial autonomy: a legal person by the voluntary participation of shareholders and capital contribution (specify the name of the legal person, can multiply founder, or the parties had either).
Capital contribution by shareholders in their capital; about self; responsible before the law about business results and their commitment with the client; There are balance sheet accounting and private seals.
4. The headquarters and local activities, address: headquarters: House number, street, district, district, town, province, city; phone number (if available); number of accounts opened in the Bank State (province, City).
Geographical operations: Ward, district, County (or district, contact the County) town, province or city. Financial company shares can be opened the branch when the State Bank allowed pharmacy.
5. The duration of operation: Not less than 10 years from the date the licensed activities.
6. principles of organization and management, operator: voluntary, mutually beneficial, democratic management and respect for the law.
The highest decision-making body of the company's shareholders;
Shareholders elect the Board to administer the company between the two States and shareholders elected Control Board to control the business activities of the company.
The company's operations Director appointed by the Board.
 
CHAPTER II – Content Of BUSINESS ACTIVITIES 1. The business activities of financial company shares: a) financing: only be raising capital in the form of issuing bills of quantity in limited release, the total amount of capital (as defined in article 23 Banking Ordinance, credit COOPERATIVES and finance companies), about the time limit , interest as prescribed by the State Bank.
Not receive deposits of the savings and not mobilizing deposits of individual organizations.
b) about the use of capital: loans short term, medium term and long term serving the purchase and sale of the goods, materials, services, for private economic organizations, based on residence and activities of financial firms.
Not be long-term lending by short and medium term, no credit slips and means of payment do not buy, sell bonds.
Used capital letters (capital + reserves + Fund contribution for real interest rates have not yet divided) to partner on economic institutions or buy shares of companies, enterprises, but not more than 10% of the capital letters of which his partner units or buying stock.
Trading gold, silver, precious metal, precious stones.
Hire-purchase loans for the private and economic organization.

The Executive must properly defined in article 25, 30 Ordinance, credit COOPERATIVES and financial companies.
c) other service activities: store, stock management, valuable papers, jewelry, souvenirs, home security as required by the customer.
The services of gold and silver (try the repair, weight, ...).
Advisory services on the work related to the currency at the request of the customer.
Do the professional credentials or agents for commercial banks.
2. Rights and responsibilities of financial company shares in active trading: a) announced, listing and done right: The interest rate (in the range of interest rate by the State Bank announced and instructions).
The fixed deposit rate or proportion of commissions, fees, charges, penalties, procedure in operations and services.
b) autonomy and responsibility in business activities before the law: sue in civil disputes and recommend prosecution of the criminal case related to the company's financial activities.
Management and the responsible organization, personnel, salary Fund in financial companies.
Financial autonomy, guarantee costs, solely responsible for the business results of financial companies.
Responsible before the law about the whole business activities of financial firms.
Responsible to the client, the State authorities on matters related to the activities of financial firms.
Keep secret data on the activity of the client, unless required by the text of the legal authority under the provisions of the law.
c) for loans: customers have the right to request a loan unit to produce records and documents provide information about the situation of production-business finance to consider lending decisions; check the use of loans.
Refused credit relations, if it deems unlawful, are not effective, or are not capable of repaying.
Debt collection before term, if there is sufficient evidence the loan unit used in the unlawful purpose.
d) observance of the regulations on State management: mandatory minimum reserves;
The safety ratio;
Interest rates;
Norm cash fund;
The area of operation;
The mode information and reports;
Subject to the inspection, testing, control of the State Bank.
 
CHAPTER III-ACTIVE CAPITAL stating the kind of capital and guiding the use of each type of financial company capital: capital, capital (by issuing credit slips); loans of credit organizations (if any). Depending on the possibility and nature of resources that use the appropriate purposes, ensure the correct term and repayment with interest, but not necessarily used short-term and medium-term capital for long-term lending.
1. Capital: base minimum capital level regulations for credit institutions established in the year by State Bank announced annually at the beginning of each fiscal year to determine the level of their particular capital and shareholders. When the capital has enough 100% and sent to the account blocked in the State Bank, financial company shares have been given license to operate.
Which are transferable, inherited according to the law, but not to be drawn, except in the case of financial firms.
Are added, increasing the Charter capital by capital raised in: shareholders, new shareholders more enrollment or to annex part of the Reserve Fund (annual rate of 5% on net profit), after a resolution of the shareholders and the State Bank to be approved. After the capital increase, the financial company must declare and proclaim the new capital of the company within a period of 30 days.
Capital is used only in the following activities: procurement of fixed assets the original equipment of the early years of the opening activity. The second year if need stores of fixed assets by chartered capital must be shareholders voting on the scale and the total cost. The following year using professional technical development fund and fund depreciation.
Partner or buy shares as defined in article 28 of the Ordinance on banks, credit COOPERATIVES and financial companies.
The reserve and other safety rate as defined by the State Bank.
Capital not share income or distribution to the owners (shareholders) under any form whatsoever, unless the financial company dissolved and liquidated, but must pay priority to the creditors before the return shareholders.
2. Capital: is the property of the owner, the financial company shares that are entitled to use and have the responsibility to repay the capital and interest on time.
Financial companies are only allowed to release credit slips, but should not exceed 20 times the own capital (including capital, interest rates have yet to really share and Reserve Fund) of financial companies and within the approved level of State Bank.
Capital by issuing bills, financial companies are not used to buying shares, partner with other economic organizations or stores of fixed assets for themselves.
3. Working capital loan (credit institutions, if any): custom loan capital properties to use on the object and the right time, ensuring timely repayment of money capital and interest. Loans to other credit institutions, financial companies are not used to buying shares, partner with other economic organizations or stores of fixed assets for themselves.
 
CHAPTER IV-CAPITAL-SHAREHOLDERS 1. Shareholder's equity capital by unknown shareholders by Vietnam-specific amount; capital can contribute in gold or foreign currency freely convertible, but must redeem the time Vietnam prices at the building.
Determine which are transferred and inherited according to the provisions of the law. The provisions on the transfer of capital must be approved by the Board and must register at the headquarters of the financial companies. If the financial transfer company which contributed over 15% of the Charter capital must be the State Bank allowed (article 9, Ordinance, credit COOPERATIVES and financial companies).
In the course of business activity, a base resolution of shareholders and was approved by the State Bank, financial companies are allowed to increase the Charter capital.
Election and voting at the meeting of shareholders according to the principle of the number of votes proportional to shares in the company.
2. Shareholders: identify shareholders are owners of financial companies.
Define a shareholders only have equity accounted for the maximum rate of capital by the State banking regulations (maximum 10% for a can of 40% and for a legal entity).
Identify the object of the company's Charter capital (economic organizations, divisions, unions, collective, and individual is Vietnam citizens).
If foreign capital contribution, the total capital of the alien on must companies according to the rate of capital stipulated by the State Bank.
3. duties and rights of shareholders: enough capital according to sign within a period specified by the Statute (typically from 3 to 6 months from the date of registration, but the company wants to be granted a license to operate soon, shareholders must pay 100% of the capital soon enough).
Observance of the Charter of the company has been through shareholders.
Implementation of the resolutions of the meeting of shareholders.
Protect property interests and confidentiality of business activities of financial firms.
Jointly responsible for the debts of the company statutory financial for a company.
Attend shareholder, discussed and voted on the resolutions of the General Assembly.
Recommendations, criticism, questions about the work of the Management Board, supervisory board and the Managing Director of the company's business operations.

Nomination, election and nomination of the members of the Management Board and the Supervisory Board.
The request to convene an extraordinary meeting of shareholders.
Be informed about the activities of financial firms.
Is divided into interest rates according to the business results.
Precedence, which is when the company raises capital or capital transfer as required by the company Charter financial.
Chapter V-The EXECUTIVE Management, Control 1. Shareholder: shareholders ' meeting is the highest decision-making body of the finance company, are proceeded regularly once a year.
Shareholders are: the first meeting of shareholders, annual shareholders ' meeting and the extraordinary shareholders ' meeting.
The number of delegates attending the meeting must represent from 2/3 of the capital contribution to be valid.
Shareholders voted by majority rule, calculated according to the proportion of the capital contributed by the shareholders present.
a. the first shareholder composition: composed of the legal person and people are shareholders and other shareholders, which, by the Preparatory Committee on the establishment of financial companies convene.
The first meeting of shareholders must contain groups of shareholders representing at least 3/4 of the company's capital of finance.
Mission: through the Charter, the direction of operations decided on the Organization, elected to the Board and Control Board through the program and assign the time to complete the application and State Bank licensed to operate.
b. the annual shareholders ' meeting: every year once at the beginning of the year by the Chairman of the Management Board summoned the duties and powers of the annual meeting of shareholders to discuss and decide on the direction, the company developed mission and annual business plan.
Discussed and adopted the report of the Board on the State of operations and business results, report of the Supervisory Board.
Through the early years of settlement, voting on profit distribution and establishment or business losses compensation measures (if any).
The decision to modify, Supplement, increase or reduction of capital.
Consider violations of the Board cause damage to financial companies.
Vote, vote added, dismissing the members of the Management Board, the Supervisory Board discussed and voted on the model of organization, organization and regulation of business activities, salaries, allowances and expenses.
Discuss and vote on compensation due to personal responsibilities, or recommendation handled according to law the Executive has caused business losses in financial companies.
c. extraordinary shareholders ' extraordinary meeting of shareholders is convened at the request of the Chairman of the Board, or the proposal of 2/3 of the Board members or more, of the shareholders representing 2/3 of capital, or of the Control Board.
The extraordinary meeting of shareholders must also meet the number of shareholders representing 2/3 of capital over the new Congress's resolution is valid and valuable.
Duties and powers of the extraordinary meeting of shareholders decide the advocates, handling when emergency issues arise that affect the existence of financial firms.
Decide the issues of serious litigation disputes about dissolved, split or merged financial companies vote on the amendment, supplement the Charter financial company About the dismissal, elected additional, replacement of members of the Management Board, the Supervisory Board.
Other emergency issues.
2. The Board: the Board is the highest decision-making body of the finance companies between the two States of shareholders.
The Board can have from 3 to 12 people, due to the meeting of shareholders elected and dismissed, including: President, Vice President or a (case of 2 the Vice President will be the first Vice President) and one or more Commissioners.
The term of the Board, may be from 2 to 5 years. The members of the Board can be elected again (if in need replacement 1/3 or 1/2 members, need to specify in the rules and regulation of alternative methods).
Board meeting may 1, once the longest, but also no more than 3 months.
The Board meetings are available from 2/3 of members attending the new resolution.
The Board voted by a majority of members present. If the parties have announced the votes of the President (or Vice President) preside the sessions, as decided by resolution of the Board to have the minutes are signed by the person presiding and the Secretary of the meeting.
Members of the Board have no salary that civil service remuneration and are covered in other necessary expenses. The level of remuneration due to the shareholders ' decision.
Duties and powers of the Board: financial management according to the law, the financial company's Charter and of resolution of shareholders, responsible to the shareholders of violations in management, violation of the rules, break the law or cause damage to financial companies.
The previous shareholders ' business situation, the direction of company development tasks and operations plan, the expected distribution of profits, interest rate and equity Division established the Fund.
Prescribed interest rates, commissions, fees, procedures and penalties in range due to the State Bank announced.
The decision model of organization and internal regulations relevant to the Organization, activities, salaries, expenses and use of company funds.
Appointed, dismissed the company's Finance Director, oversees the Executive Director's recommendations to amend and supplement the Charter recommendations increase the equity reduction decided to convene shareholders 3. Executive Directors are executives of financial firms: the Director has a number of Deputy Director.
Director of finance companies do not Foul President Board Member, not the Control Board, the Director may not be shareholders.
Duties and powers of the Executive Director of every company's business activities in accordance with law, financial regulation of financial companies, resolutions of the shareholders and the resolution of the Board.
Option and suggested the Board appointed, dismissed the title Deputy Director, Chief Accountant.
Assigned to the Deputy Director of recruitment, contract labour, job, salary, reward, or discipline officers jurisdiction under regulation by the Board.
To sign the text, reports, contracts, certificates from ... The finance company's Board the report on the activities, financial situation and results of the company's financial business.
Responsible for the entire operations of finance companies before the Board and the shareholders.
The Board is authorized to sue or to recommend the prosecution of the case related to the rights and the property of the finance company.
4. The organization of the Board and select elections Director must follow the following rules.
The majority of the members of the Management Board, the Chairman of the Management Board and the Director must have the Vietnam nationality.
A member of the Board not to be a Chief Executive in the finance company (except the Director).
A member of the Board of the financial company is not a member of the Board of the two production-other business.
Director of finance companies are not more cum 1 other practices at financial firms and other business organizations.
Officials and employees of State agencies, military personnel in five not to personally do the members of the Management Board, the Executive Committee or the staff of the finance company.

Director of finance companies must have graduated from the University of finance and economics, banking or equivalent; have enough knowledge and experience managing financial companies.
The members of the Board of Directors, Board of supervisors to be Governor of the State Bank approval.
5. Control of the operation of financial company shareholders elected and dismissed Control Board Control Board members must be an engineering professional financial firms.
Control Board members are shareholders, but is not a member of the Board; Don't be one of the Chief position: Director, Deputy Director, Chief Accountant, not direct relatives 3 life and is not the spouse of the Member of the Management Board and members of the Executive Committee.
The term of the Board along with the term of the Board. The Control Board members may be re-elected.
The duty and authority to control the financial and business activities of financial firms.
Be required of officers, employees in the company that provides the situation, data, materials and the presentation related to the business activities of financial firms.
The report before the meeting about job control with independent opinions.
Attend the meetings of the Board, statements of opinion and have the recommendations, but did not participate in the voting, request the Board to convene an extraordinary meeting of shareholders.
The Control Board members were entitled to compensation under the provisions of the shareholders ' meeting.
 
CHAPTER VI-ACCOUNTING, Profit, Funds 1. The fiscal year of the financial company started from October 1 and ending on December 31, last year.
2. Finance companies make the account system accounting accounting issued by the State Bank. The accounting must be in accordance with the provisions of the Ordinance on accounting, statistics and the provisions of articles 40, 41, 42 Ordinance on banks, credit cooperatives and financial companies.
3. Determine the formula the profit = revenue-cost (minus) (specific record earnings and expenses). Determine the formula net profit = profit-(minus) filed tax budget.
4. Determine the establishment of the reserve fund in accordance with the provisions of the law: special reserve fund to offset the risk reserve according to the rate of 10% on net profit to account when using 100% of the capital.
Meeting of shareholders may decide to extract up more funds is not required (can be used to offset losses, offset sliding prices, enter the capital or to partake in the form of the return of capital).
The other funds as provided by the financial legislation (the depreciation Fund of fixed assets, depreciation of major repair ...)
5. After extracting the reserve fund from the net profit, the rest will take the part to pay dividends (as per resolutions of the shareholders ') the rest formed the technical business development fund, Fund reward and Welfare Fund.
6. The principles and authorities decided to use the Fund.
7. When trading losses, shareholders will decide a. Extract from the Reserve Fund (excluding special reserve fund) b. Extract into profit in both cases later on, financial firms must have effective business measures to quickly overcome.
c. cases of losses pull plentiful then handled according to article 45 of the Ordinance on banks, credit COOPERATIVES and financial companies.
CHAPTER VII – proceedings, disputes, DISSOLUTION, liquidation 1. Of the proceedings, the dispute: the Chairman of the Board is representative of financial companies before the law.
Equal rights between financial companies with legal personality, able to multiply in a relationship when there is litigation, legal dispute before.
2. dissolution, liquidation: the specific cases Mentioned defunct financial companies expiry stated in the Charter that did not want to extend the Court's decision to suspend the operation of shareholders voting dissolved, split or merged bank repossessed it's license to operate The rules on liability as liquidated (the person responsible , time, cost, and complete the monitoring agency liquidated).
CHAPTER VIII-FINAL PROVISIONS the time Charter in effect enforced (on State Bank licensed to operate).
The additional right to modify the Charter (by shareholder vote through and be approved by the State Bank).
Negative terms or provision of the Charter before (if available)./.