Vietnam is opening up many opportunities for international banks to expand their operations. Establishing a branch (a dependent unit without independent legal status) requires strict compliance with Vietnamese laws. This summary, based on the Law on Credit Institutions 2024 (amended and supplemented in 2025), CDR Counsels will outline the core conditions and licensing procedures.
To be granted a License for Establishment and Operation (which also serves as an enterprise registration certificate) by the State Bank of Vietnam, a foreign bank branch must meet a set of stringent criteria - including financial, legal, and managerial capacity requirements - as stipulated in Article 29 of the Law on Credit Institutions 2024 (amended and supplemented in 2025):
The allocated capital: The branch must have the allocated capital at least equal to the legal capital level, which is set at $15million (USD), as stated in Clause 4, Article 2 of Decree 86/2019/ND-CP. This benchmark guarantees financial capability and commitment to operations.
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Owner/Member Capacity: Its owner and founding shareholders or founding members that are legal entities are lawfully operating and financially capable to contribute capital; or its founding shareholders or founding members who are individuals have full civil act capacity and commit to being financially capable to contribute capital, for single-member limited liability companies.
Managers, executive officers and members of the Supervisory Board: They must fully satisfy the criteria and conditions specified in Article 41 of Law on Credit Institutions 2024
Scheme of Foreign Bank Branches: Its establishment scheme and business plans are feasible, ensuring that they do not affect the safety and stability of the system of credit institutions, or do not lead to monopoly or restrict competition or cause unfair competition in the system of credit institutions.
Permitted Activities: The concerned foreign credit institution is allowed to carry out banking activities in accordance with the law of the country where it is headquartered and activities expected to be carried out in Vietnam must be those the concerned foreign credit institution is allowed to carry out in the country where it is headquartered.
Sound operations and compliance: The concerned foreign credit institution satisfies the conditions on total assets and financial status under regulations of the State Bank Governor, and complies with the regulations on operation safety assurance of the country where it is headquartered.
International Supervisory Cooperation: The competent authority of the country where the concerned foreign credit institution is headquartered has signed an agreement with the State Bank on inspection and supervision of banking activities and exchange of information on banking safety supervision and has a written commitment on consolidated supervision in conformity with international practices with regard to the operation of the foreign credit institution.
Liability Commitment: The concerned foreign bank issues a document stating that it will take responsibility for all obligations and commitments of its Vietnam-based branch; ensures the maintenance of the real value of the allocated capital not lower than the legal capital level and the implementation of regulations on restrictions to ensure operation safety in accordance with this Law on Credit Institutions 2024.
Note: In case of applying for a license for establishment of a second branch or more branches in Vietnam, the concerned foreign bank must ensure that the branch currently operating in Vietnam has committed no violations of relevant regulations and prudential ratios and has earned profits for 3 years preceding the year of application for a license for establishment of a new branch.
To demonstrate capability and credibility, the parent bank must meet specific criteria according to Decree 162/2024/ND-CP and Circular 56/2024/TT-NHNN as follows:
Not commit any serious violations against regulations on banking operations and other laws of the country where it is headquartered in the last 05 consecutive years preceding the year in which an application for license is submitted and by the time of submission of additional documents to serve the application processing.
The bank must have experience in international operations and has been ranked by an international credit rating agency as follows:
A credit rating of at least AA- (according to Standard & Poor’s or Fitch Ratings) or Aa3 (according to Moody’s). (If other rating scales are used, a corresponding conversion document is required.)
The outlook of its credit rating as prescribed in point a of this clause is stable or better.
It has maintained a profitable business in the last 05 consecutive years preceding the year in which an application for license is submitted and by the time of submission of additional documents to serve the application processing.
The bank is considered by competent authorities of the country where it is headquartered to have maintained capital adequacy ratio and other prudential ratios, and have fully complied with regulations on risk management and setting aside of provisions for losses of the country where it is headquartered in the year preceding the year in which an application for license is submitted and by the time of submission of additional documents to serve the application processing.
The bank must have total assets of at least USD 20 billion at the end of the year immediately preceding the year of application submission and at the time of submitting the supplementary application.
The process of applying for a License for Establishment of a Foreign Bank Branch is complex, requiring thorough preparation and strict adherence to documentation requirements. The Preparatory Committee of the foreign bank branch must prepare the following documents:
Application Form: Application for the License for establishment of a foreign bank branch, signed by the legal representative of the foreign bank (in accordinate with the form specified in Appendix No. 05 issued with Circular 56/2024/TT-NHNN).
Proposal for the establishment: Proposal for the establishment of a foreign bank branch, including the basic contents as stipulated in Clause 2, Article 14 of Circular 56/2024/TT-NHNN.
Charter: Charter of the parent bank.
Senior Personnel Information:
Curriculum vitae of the proposed General Director (Director) of the foreign bank branch, in the form specified in Appendix No. 07 issued with Circular 56/2024/TT-NHNN, certified by the parent bank.
Criminal record certificate (according to point b, clause 4, Article 11 of Circular 56/2024/TT-NHNN).
Certified copies of diplomas, certificates proving professional qualifications and competence, and documents demonstrating compliance with the conditions and standards stipulated in the Law on Credit Institutions and relevant legal regulations for the proposed General Director (Director).
Operating License of Parent Bank: License for establishment and operation or equivalent documents issued by the competent authority of the country where the foreign credit institution's headquarters is located for the parent bank.
Confirmation from Foreign Competent Authority: Document from the competent authority of the country where the foreign credit institution's headquarters is located providing information about the parent bank, including:
Permitted scope of activities in the country where the foreign credit institution is headquartered at the time of submitting the application for the License;
Compliance with banking regulations and other legal requirements over the past five consecutive years prior to the year of submitting the application for the License and up to the time of submission;
Capital adequacy ratio and other safety ratios as stipulated by the country where the foreign credit institution is headquartered for the year preceding the submission of the application and up to the time of submission;
Compliance with risk management regulations and provisioning requirements for the year preceding the submission of the application and up to the time of submission.
Consolidated Supervision Commitment: Document from the competent authority of the country where the foreign credit institution's headquarters is located, committing to the ability to supervise the entire operations of the parent bank (including the operations of the foreign bank branch in Vietnam) on a consolidated basis, in line with international practices.
Audited Financial Statements: Audited financial statements of the parent bank for the five consecutive years prior to the year of submitting the application for the License.
Credit Rating: Document or materials from an international credit rating agency providing the credit rating of the parent bank within six months before the submission of the application.
Liability Undertaking: Document from the parent bank ensuring full responsibility for all obligations and commitments of the branch in Vietnam; maintaining the actual value of the allocated capital of the branch at no less than the statutory capital level and complying with operational safety regulations as stipulated in the Law on Credit Institutions.
Development Report: Report on the establishment process, operations, and development orientation of the parent bank up to the time of submitting the application for the License.
in cases where the parent bank applies to establish a second or subsequent foreign bank branch in Vietnam: Document from the parent bank, signed by its legal representative, along with materials proving that the foreign bank branch currently operating in Vietnam meets the conditions stipulated in point d, clause 3, Article 29 of the Law on Credit Institutions.
After receiving thein-principle approval document, the Preparatory Committee must submit the following additional documents:
Document appointing the General Director (Director) of the foreign bank branch, signed by the legal representative of the parent bank.
Documents proving the lawful use rights of the foreign bank branch's headquarters.
Internal regulations on the organization and operations of the foreign bank branch, approved by the parent bank.
Document from the competent authority of the country where the foreign credit institution's headquarters is located, evaluating the parent bank's compliance with the conditions stipulated in the Law on Credit Institutions and related guiding documents, from the time of submitting the application for the License to the time of submitting additional documents
Other documents related to the License issuance.
The application may be sent by postal service or directly at the State Bank (single-window division), or submitted online via the National Public Service Portal or via the State Bank’s Public Service Portal (if available).
Within 60 days: From the date of receiving the application for issuance of License, the State Bank shall send a written confirmation to the Preparatory Committee acknowledging the receipt of a complete and valid application for consideration of in-principle approval, or request additional information if the application is incomplete or invalid;
Within 90 days: from the date of sending the confirmation of receipt of a complete and valid application, the State Bank shall issue a written in-principle approval for the establishment of the commercial bank or foreign bank branch after consulting relevant agencies. In case of disapproval, the State Bank shall provide a written response to the Preparatory Committee, clearly stating the reasons for disapproval.
Within 60 days: From the date of receiving the in-principle approval for the establishment of the commercial bank or foreign bank branch, the Preparatory Committee shall prepare additional documents and submit the State Bank.
Within 5 working days: From the date of receiving a complete additional documents, the State Bank of Vietnam (SBV) will provide written confirmation of receipt.
Within the following 30 days: From the date of receiving the complete additional documents, the State Bank shall issue the License or refuse in writing, clearly stating reasons if the license is not granted.
Documents in application for the License must be signed by the Head of the Preparatory Committee. Documents prepared according to the Annexes issued with this Circular must be originals, and other documents must be certified true copies, unless otherwise specified, bearing the heading “Preparatory Committee for the establishment of [proposed name of the commercial bank or foreign bank branch].”
The documents must include two original sets (one in Vietnamese and one in English). The English set must be legalized, except for certain documents. Translations from English into Vietnamese must have the translator’s signature certified or be verified by an organization or individual legally authorized to provide translation services (this applies to financial statements). Documents originally prepared in Vietnamese in Vietnam do not require translation into English.
Copies that are not certified or issued from the original register, the original must be presented for comparison; the person conducting the comparison is responsible for the accuracy of the copy against the original.
Each application must include a list of documents.
If an application is submitted online through the National public service portal or the SBV’s public service portal (if any), electronic documents to be submitted may bear digital signatures in accordance with regulations of law on completion of administrative procedures in electronic environment. Documents included in an electronic application are scanned copies of original or physical original documents (in PFD format)
After receiving the License for Establishment, the foreign bank branch must complete the following important legal procedures to officially begin operations:
Activity Registration: Complete all activity registration procedures as prescribed by law.
Public Announcement: Publish the announcement on a media channel of the State Bank of Vietnam and in three consecutive issues of a printed newspaper or on an electronic newspaper in Vietnam at least 30 days before the planned opening date.
Commencement of Operations: Finalize all remaining preparations to officially inaugurate operations
Establishing a foreign bank branch in Vietnam is a significant project requiring deep understanding of the legal system and administrative procedures. With a team of experienced lawyers in finance and banking, CDR Counsels confidently provides comprehensive legal consulting services, supporting clients from dossier preparation and strategic advisory to completing all necessary procedures, helping your bank branch quickly start operations and fully realize its potential in the Vietnamese market.
Are you planning to expand operations in Vietnam? Don’t let legal barriers slow your progress. Contact CDR Counsels today for the most professional and effective support!
