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The Circular focuses on requirements, documents and procedures for mergers and consolidation and conversion of business types of credit institutions. It takes effect on March 1, 2016. — Photo baodatviet.vn
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The State Bank of Viet Nam (SBV) issued Circular No. 36/2015/TT-NHNN (December 31) on the restructuring of credit institutions. This Circular only applies to commercial banks, financial companies, organisations and individuals related to the restructuring of credit institutions. The Circular focuses on requirements, documents and procedures for mergers and consolidation and conversion of business types of credit institutions. It takes effect on March 1, 2016.
Cases of restructuring of credit institutions
1. Mergers of credit institutions
(1) Commercial bank or finance company is merged into another commercial bank;
(2) Financial company is merged into another financial company.
2. Consolidation of credit institutions
(1) Two commercial banks consolidate to become commercial bank;
(2) Commercial bank and finance company consolidate to become commercial bank;
(3) Financial company and financial company consolidate to become financial company.
3. Conversion of business types of credit institutions
(1) Commercial bank or financial company converts its form of limited liability company into joint stock company and vice versa;
(2) Commercial bank or financial company converts its form of one member limited liability company into two or more member limited liability company and vice versa.
Merger or consolidation of credit institutions
1. Merger or consolidation requirements
(1) Not falling into cases of banned economic concentration, except for exemption from banned economic concentration as stipulated in the competition law;
(2) Having a merger or consolidation plan approved by the competent body of the credit institution engaging in merger or consolidation.
2. Merger or consolidation plan
Some major contents of the merger or consolidation plan include:
(1) Reasons for merger or consolidation;
(2) Financial situation and income of each credit institution engaging in merger or consolidation in 3 years;
(3) Actual value of charter capital, bad debts, reserves requirements in the operation and the compliance of the credit institutions engaging in merger or consolidation; charter of the post-merger or consolidated credit institution;
(4) Conversion and combination of management information system, internal control, internal audit and transmission system before and after merger or consolidation;
(5) Intended business plan in the first 3 years.
Conversion of business type of credit institutions
1. Requirements of conversion of business type
To convert a limited liability company into a joint stock company, the credit institution must satisfy the following conditions:
(1) Having a plan for conversion of business type approved by its competent body;
(2) Satisfying the requirements of stock offer required by laws;
(3) Founding shareholders, major shareholders and strategic shareholders of the credit institution must meet requirements applicable to founding shareholders of newly established credit institution;
(4) Shareholders and strategic shareholders being foreign investors of the credit institution must satisfy requirements applicable to the foreign investors buying shares of Vietnamese credit institution;
(5) Organisations and individuals buying shares must comply with regulations on share ownership rates.
To convert one member limited liability company into a two or more member limited liability company and vice versa, or a joint stock company into a limited liability company, the credit institution must satisfy the following conditions:
(1) Having a plan for conversion of business type approved by its competent body;
(2) Owners and capital contributors receiving transfer of capital and new capital contributors of the credit institution must meet requirements applicable to owners and founding members of newly established credit institution; at the same time they must comply with regulations on ownership rates.
2. Plan for conversion of business types
Some major contents of plan for conversion of business type include:
(1) Reasons for conversion of business type;
(2) Financial situation and income of the credit institution in 3 years;
(3) Actual value of charter capital before and after the conversion; bad debts, reserves requirements in the operation and the compliance of the credit institution before the conversion;
(4) Plan for organisational structure, personnel, operation network and other related issues of the credit institution;
(5) Intended business plan in the first 3 years.
Merger, consolidation and conversion of business type of the credit institution must be approved by the SBV.
MAI COUNSEL