Consolidated Document No. 12/VBHN-NHNN: Conditions, Dossiers, and Procedures for Reorganizing Commercial Banks and Non-Bank Credit Institutions
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Based on:12/VBHN-NHNN - Government Official Gazette
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Consolidated Document No. 12/VBHN-NHNN merges Circular No. 62/2024/TT-NHNN with amendments introduced by Circular 26/2025/TT-NHNN and Circular 69/2025/TT-NHNN. It sets out the conditions, application dossiers, and approval procedures the State Bank of Vietnam (SBV) uses to approve the reorganization of commercial banks and non-bank credit institutions. Covered forms of reorganization include mergers, consolidations, conversion of legal form (from limited liability company to joint stock company and vice versa), and conversion between general-purpose and specialized finance companies. Under the rules, a credit institution formed through a merger or consolidation must maintain charter capital at or above the legal minimum for its institution type and comply with prudential safety ratios after reorganization. Approval proceeds in two stages - in-principle approval followed by final approval - each with its own processing timeline and a detailed dossier requirement, including a merger or consolidation scheme, the merger or consolidation contract, three years of audited financial statements, and documentation confirming the transaction is not a prohibited economic concentration under competition law. This document governs the internal restructuring process for banks and finance companies themselves. It is not a tax, accounting, e-invoice, labor, or customs regulation applicable to ordinary SMEs. As such it falls outside RegHub's core coverage areas and has been assessed as not suitable for publication on the platform.
Overview
Consolidated Document No. 12/VBHN-NHNN (published in Official Gazette No. 140, dated March 10, 2026) consolidates Circular No. 62/2024/TT-NHNN dated December 31, 2024, issued by the Governor of the State Bank of Vietnam (SBV), together with two subsequent amendments:
- Circular No. 26/2025/TT-NHNN dated August 31, 2025, effective October 25, 2025;
- Circular No. 69/2025/TT-NHNN dated December 31, 2025, effective February 15, 2026 (reducing business conditions and simplifying administrative procedures).
The original circular took effect on February 17, 2025.
Scope and Applicability
The circular sets out the conditions, dossier requirements, and procedures for the SBV to approve the reorganization of commercial banks and non-bank credit institutions (general-purpose finance companies and specialized finance companies), through mergers, consolidations, conversion of legal form, and conversion between types of non-bank credit institutions. It does not apply to the conversion of a wholly state-owned single-member limited liability company into a joint stock company (governed separately) or to credit institutions under special control (governed by their own restructuring plan).
Forms of Reorganization
- Merger: one or more credit institutions transfer all assets, rights, and obligations to another credit institution and cease to exist.
- Consolidation: two or more credit institutions combine to form a new credit institution.
- Conversion of legal form: from limited liability company to joint stock company and vice versa; from single-member to multi-member limited liability company and vice versa.
- Conversion of non-bank credit institution type: between general-purpose and specialized finance companies.
Conditions for Merger and Consolidation
The resulting credit institution must hold charter capital at or above the legal minimum applicable to its institution type, and after reorganization must comply with prudential safety limits, ratios, and equity ownership caps under applicable law.
Dossier and Procedure
Approval proceeds in two stages:
- In-principle approval: the institution submits an application, a merger or consolidation scheme, the merger or consolidation contract, a draft charter, three years of audited financial statements, and documentation confirming the deal is not a prohibited economic concentration under competition law. The SBV consults the provincial People's Committee where the institutions are headquartered on the socio-economic impact before granting in-principle approval.
- Final approval: within 90 days of in-principle approval, the institution submits the final application; the SBV reviews it within 20 days of receiving a complete, valid dossier.
Once approved, the credit institution must publicly disclose the reorganization details in print and online media and post notices at its headquarters and branches.
Applicability Note
This document is primarily an internal banking-sector regulation governing credit institutions and the relevant state management agency. It does not directly regulate the tax, accounting, e-invoicing, labor, or customs obligations of small and medium enterprises.