On 30 June 2024, the State Bank of Vietnam issued Circular No. 34/2024/TT-NHNN (“Circular 34”). Notable points of this circular include detailed regulations on the procedure for amending the head office address of a representative office of a foreign credit institution (“RO”) in Vietnam. This article will analyze the specific provisions of Circular 34 on this procedure, helping foreign credit institutions understand and comply with legal requirements when changing the head office address of an RO.
1. When must an RO amend its head office address?
According to the provisions of Circular 34, the RO must carry out a procedure to amend and supplement the license to establish an RO (“License”) in the following cases:
- The RO changes its name;
- The RO relocates to another province or city; and
- The RO extends its operation duration.
In addition, the RO must notify the State Bank of Vietnam branch where it is located if it changes its address within the same province or city or changes its address without changing its location.
Accordingly, the RO must carry out a procedure to amend and supplement the License at the State Bank of Vietnam branch where it is relocated if the RO relocates to another province or city. If the RO relocates to the same province or city or changes its address without changing its location, the RO must notify in writing to the State Bank of Vietnam branch where it is located.
2. What documents are required for amending and supplementing a License?
For cases in which the procedure for amending and supplementing a License for the RO must be carried out, including the case of relocating the RO to a different province or city, Circular 34 has specified documents for the above procedure, which contain:
- Application for change, with content such as the current address of the RO, the expected address of the RO, and the reason for the relocation;
- Documents proving the reason for the change if changing the name of the RO; or documents proving that the RO has the legal right to use or will have the legal right to use the new location if relocation is to a different province or city; and
- Independently audited financial statements of the year immediately preceding the year of submission of application dossiers of foreign credit institutions and other foreign organizations with banking activities, and an overview report on the operations of the RO if extending the operation duration (which must specify the operations within 03 consecutive years preceding the year of application submission and operation plan for the following year).
3. What is the procedure for amending and supplementing a License?
Once the dossier containing the documents described in Item 2 is prepared, the RO needs to carry out a procedure to amend and supplement the License before the relocation of the RO to another province or city. Circular 34 stipulates that the RO carries out a procedure for amending and supplementing Licenses through the following steps:
- The RO sends the dossier to the State Bank of Vietnam branch (“SBV Branch”) where it is relocated if the relocation is to a different province or city;
- If the dossier is insufficient or invalid, within 05 working days from the receipt of the dossier, the SBV Branch where the RO is relocated shall request the RO in writing to supplement and complete the dossier; and
- Within 30 days after receipt of a sufficient and valid dossier, the SBV Branch where the RO is relocated shall issue a decision on modification or addition to the License in terms of the proposed changes of the RO, and send a document informing the SBV Branch in the province or city where the RO is currently located if the relocation is to another province or city. If the dossier is refused, the SBV Branch where the RO is relocated shall give a written response indicating the reasons for such refusal to the RO.
4. Which issues should be noted after the change of the RO’s head office?
In addition to the regulations on documents and the procedure for changing the head office address of the RO, Circular 34 stipulates the following requirements for the RO to implement after carrying out the procedure for amending and supplementing the License to change the RO’s address. Accordingly, the RO needs to perform the following tasks:
- Starting operation at the new location and terminating operation at the previous location within 06 months from the date the SBV Branch where the RO is relocated amends and supplements the License with the amended address of the RO; subsequently, notifying the SBV Branch where the RO is currently located in writing; and
- Publishing the changes in the License on a State Bank of Vietnam communication channel and 03 consecutive issues of a printed newspaper or an online newspaper of Vietnam within 07 working days after the License is modified or added by the SBV Branch where the RO is relocated.
The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.
Date: 20 August 2024
Writer: Thai Bui
