越南中央银行职能架构.doc

STATE BANK OF VIETNAM -No. 08/2000/TT-NHNN5THE SOCIAL REPUBLIC OF VIETNAMIndependent Freedom Happiness- Hanoi 4 July, 2000 CIRCULARguiding the implementation of the Decree No. 13/1999/ND-CP dated 17 March, 1999 of the Government on the organisation and operation of foreign credit institutions and representative office of foreign credit institutions in Vietnam- Pursuant to Article 41of the Decree No.13/1999/ND-CP dated 17 March, 1999 of the Government “On the organisation and operation of foreign credit institutions and representative office of foreign credit institutions in Vietnam” (hereinafter referred to as the Decree), the State Bank of Vietnam hereby provides guidance on the implementation of the Decree as follows: I. SUBJECTS AND SCOPE OF APPLICATION 1. Subjects of application of the CircularSubjects of application of the Circular shall include: -                Joint-venture Banks (including Vietnamese parties and foreign parties);-                Foreign bank Branches;-                Representative office of foreign credit institutions.2. This Circular shall not apply to joint-venture and 100% foreign-owned non-bank credit institutions. II. PROVISIONS ON THE ESTABLISHMENT AND OPERATION OF JOINT-VENTURE BANKS, FOREIGN BANK BRANCHES 1. Conditions for issuance of the establishment and operation license1.1     Conditions for Vietnamese Parties and Foreign Parties to be granted the establishment and operation license of a joint-venture bank in Vietnam :a.Vietnamese Parties and Foreign Parties who apply for the establishment and operation license of a joint-venture bank shall be sound and well- established banks in their home countries;b.There is requirement for banking activities in the area(s) where the join-venture bank is to operate; c.Join-venture bank shall have sufficient legal capital in accordance with provisions of applicable laws in Vietnam when the establishment and operation License of joint-venture bank is granted;d.Availability of a feasible business plan for the operation of the joint-venture bank in Vietnam;e.Availability of an executive manager who shall possess full capacity for civil act and professional qualifications required for the operation of the joint-venture bank;f.Availability of a Charter of organisation and operation in accordance with provisions of applicable laws in Vietnam;g.Availability of a written document issued by the competent authority of the home country permitting the establishment of the joint-venture bank in Vietnam  1.2     Conditions for a foreign bank to be granted the License for opening a foreign bank branch in Vietnam:a.Being a well-established bank;b. There is a requirement for banking activities in the area(s) where such branch is to operate;c.The branch shall have sufficient appropriated capital in accordance with provisions of applicable laws in Vietnam when the License for opening a foreign bank branch is granted;c. Availability of a feasible business plan in Vietnam;d. Availability of an executive manager who shall possess full capacity for civil act and professional qualifications required for the operation of the branch;dd. Availability of a written document issued by the competent authority of the home country permitting the establishment of the foreign bank branch in Vietnam;g. Availability of a written document issued by the competent authority of the home country ensuring the capability of the supervision of the operations of the branch in Vietnam;e. Availability of the foreign banks written commitment to take full responsibility for any obligations and commitment by the branch in Vietnam. 2. Application file for a license2.1 Application file for the issuance of the establishment and operation license of a joint-venture bank.The Vietnamese party and foreign party applying for the establishment and operation license of a joint-venture bank in Vietnam shall submit to the State Bank an application file, which includes:a. An application letter for the establishment and operation license of a joint-venture bank in Vietnam signed by either the legal representative or the authorised person of each party to the joint-venture (Appendix No.1);b. The draft charter of the joint-venture bank;c. The business plan for the first three years after the establishment;d. The list, curriculum vitas and certificates evidencing the qualification and professional capability of the founders, members of the Board of Directors, the Control Committee and the General Director (or Director) of the joint-venture bank;dd. List of parties making capital contributions, their respective capital contribution to the joint-venture; e. Financial conditions and other relevant information about the parties to the joint-venture bank;g. Written approval by the relevant Peoples committee in province, city where the Head-office of the joint-venture bank is located;h. The Charter of the foreign bank(s);i. The operation license of the foreign bank(s);k. Written document issued by the competent authority of its home country permitting such foreign credit institution to make capital contribution to the joint-venture bank in Vietnam. In the case where the laws of its home country do not provide for such document to be issued, the evidence proving this fact shall be submitted;l. Audited balance sheets, loss and profit statements and reports on the foreign banks activities of the last three years;m. The joint-venture contract between join-venture parties with following major contents:-                Name and address of the joint-venture bank;-                Location, the representatives of each party to the joint-venture bank;-                Term of operation of the joint-venture bank;-                The charter capital: the share of capital contribution by each party stating clearly the contribution in foreign currency, in Vietnam Dong, in kind (if any); -                Rights and obligations of each party;-                Procedures for the settlement of disputes between the parties arising from the implementation of the joint-venture contract; procedures for the liquidation, dissolution and merge of the joint-venture;-                Conditions for the amendment or supplement of the joint-venture contract;-                The number and proportion of the members of the Board of Directors, the Management Board;-                The expected number of the officers, staffs in the initial period shared by each party(the number of the Vietnamese citizens and foreign ones); 2.2. Application file for the issuance of a license for opening a foreign bank branch. The foreign bank applying for a license for opening a foreign bank branch in Vietnam shall submit to the State Bank of Vietnam an application file, which includes: a.An application letter for the license for opening a foreign bank branch in Vietnam which shall be signed by either the Chairman of the Board of Directors or a person authorised by the Chairman (Appendix No.2). The application letter for the license opening a foreign bank branch must be legalised (signature and seal must be certified), except for the case where the home country and Vietnam have signed international agreements which provide for the exemption of the legalisation requirement of documents and papers; b. Business plan for the first three years after the establishment;c. The charter of the foreign bank; d. A copy of the operation license of the foreign bank issued by the competent authority of the home country;dd. A written document issued by competent authority of the home country permitting the foreign bank to open a branch in Vietnam;e. Audited balance sheets, loss and profit statements and reports on the foreign banks activities of the last three years;g. A written document issued by the supervisory body of the home country ensuring its capacity to supervise operations of such branch;h. A written document issued by the foreign bank undertaking to assume the responsibilities for all obligations and commitments by its branch in Vietnami. The curriculum vitae of the General Director (or Director) of foreign bank branch in Vietnam (with certification of the foreign bank);k. Written approval of the relevant Peoples committee in province, city where foreign bank expects to locate its branch.  3. Provisions on the receipt of the application file 3.1. The application file for the license of a foreign bank must be made in two (02) sets of which one is in Vietnamese and one in English. The application letter made abroad must be legalised. Copies of the Vietnamese and the translations from English into Vietnamese must be certified by a Vietnam notary office.3.2. Banks applying for the establishment and operation license of a joint-venture bank or a foreign bank applying for a License for opening a foreign bank branch in Vietnam (hereinafter called “License”) shall submit to the State Bank of Vietnam (Banks Department) two sets of application files as stipulated in Point 3.1. 1. 4. Confirmation of the application file and period of the consideration for issuance of a license 4.1. Upon receipt of a valid application file, the State Bank shall confirm in writing to the applicants of the validity of the file.4.2. The period of considering and issuing a License: within 90 days from date of receiving the complete application file for a License submitted by the parties to the joint-venture bank or the foreign bank, the State Bank shall either approve or refuse the issuance of a License. In the case of refusal, the State Bank shall explain in writing the reasons thereof.The establishment and operation License of a joint-venture bank and the License for opening a foreign bank branch is made in accordance with the provided forms (Appendix 3 and Appendix 4 attached). 5. License fee 5.1. Within 15 (fifteen) working days from the date where the License is granted, parties to the joint-venture bank or the foreign bank must pay a fee in US dollar to an account designated by the State Bank. A copy of the receipt of the fee payment shall be sent to the Banks Department to keep in the file.5.2. The fee level for each issuance or extension of a license is provided for in Article 18 of the Decree.5.3. This fee shall not be deducted from the legal capital and repaid in any case.  2. 6. Business Registration  6.1. The join-venture bank, the foreign bank branch shall, after being granted the License, proceed with the business registration in accordance with applicable laws on the business registration;6.2. The joint-venture Bank, the foreign bank branch shall submit to the State Bank (Banks Department) a copy of the Business Registration Certificate within 5 working days from the date where the Business Registration Certificate is granted.6.3. In the case of any supplement or amendment of any item stated in the License, joint-venture banks and foreign bank branches shall register these changes with relevant authorities after having been approved in writing by the State Bank. 7. Blocking and releasing the charter capital, appropriated capital  7.1. At least 30 days prior to the date of opening for business, the joint-venture bank, the foreign bank branch shall transfer its total legal capital in cash to a non-interest bearing escrow account opened at the State Bank. This capital shall be released after the opening for business.7.2. In case where a part of the charter capital or the appropriated capital is in kind, the joint-venture bank, the foreign bank branch shall submit to the State Bank legal documents certifying the ownership and the value of these assets. 8. The use of the charter capital of a joint-venture bank, the appropriated capital of a foreign bank branch. The use of the charter capital of a joint-venture bank, appropriated capital of a foreign bank branch shall comply with the following principles:a.Acquisition of fixed assets used directly for business activities must not exceed 25% of the total charter capital, appropriated capital.b.During the operation period, the joint-venture bank, foreign bank branch may transfer a certain percentage of the charter capital, appropriated capital abroad upon approval by the State Bank. The join-venture bank, foreign bank branch shall submit a written document to the State Bank with the undertaking that it will transfer back to Vietnam the funds transferred abroad upon request by the State Bank ;c.   The total charter capital of a join-venture bank, the appropriated capital of a foreign bank branch must fully be reflected in the balance sheet of the joint-venture bank, the foreign bank branch. 9. Opening for operation 9.1. Within 12 months from the date of issuance of the License, the joint-venture bank, foreign bank branch shall complete all necessary procedures and open for operation. The joint-venture bank, foreign bank branch can only carry out the opening for operation upon the issuance of a Business Registration Certificate.9.2. At least 15 days prior to the opening date, , the joint-venture bank, the foreign bank branch shall inform the date of opening for operation to the State Bank, the Business Registration Agency, the Peoples Committee in province, city where the joint-venture bank, the foreign bank branch is located.9.3. In special case where the opening can not be carried out at the time provided in point 9.1, at least 30 days prior to the expiration of the opening period, the Chairman of the Board of Directors of the joint-venture bank, the authorised person of the foreign bank shall submit an explanation in writing to the State Bank and apply for the extension of the date of opening for operation. The State Bank may consider and approve the extension of the date of opening for another 6 months.9.4. At the expiration of the stipulated period or at the expiration of the extended time, if the joint-venture bank, foreign bank branch which have been licensed, do not open for operation, the State Bank shall withdraw the issued License and complete the procedures to return the funds in the escrow accounts (if any) after deducting any fees in accordance with applicable provisions.9.5. At least 30 days prior to the date of opening for operation, the joint-venture bank, foreign bank branch shall publish on daily Vietnamese newspapers five consecutive issues (at least one national paper and one local paper of the city where the Head-office is located) with the following contents:a.Name, address of the joint-venture bank, the foreign bank branch, name of the parties to the joint-venture bank or the foreign bank;b.Charter capital of the j