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[Legal Updates] Ministry of Finance issued Circular to amend some Circulars on insurance business

1. Ministry of Finance issued new Circular to amend some regulations on insurance business

On 11th November 2020, Ministry of Finance issued the Circular No. 89/2020/BTC to amend and annul some contents of some Circulars on insurance business. 

Specifically, the Circular No. 89/2020/BTC amends and supplements the contents on the scope of regulation, the subject of application, and the responsibilities to prepare and submit reports of the insurance business enterprises under Circular No. 50/2017/TT-BTC dated 15th May 2017. 

Some other nobtable points includes:

  • To amend and supplement the contents on the reporting obligations of the insurance business enterprises under Article 19 of Circular No. 195/2016/TT-BTC dated 29th June 2016. 
  • To amend and supplement the guidance contents on evaluation and classification results of the insurance business enterprises under Article 7 of Circular No. 195/2014/TT-BTC dated 17th December 2014.
  • To amend and supplement the guidance contents on implementation of quarterly and annual reports on financial support for marine fishing, crew accident insurance, implementation of hull, equipment and fishing insurance grid under Circular 115/2014/TT-BTC dated  20th August 2014.

Circular No. 116/2014/TT-BTC dated 20th August 2014 and Circular No. 43/2016/TT-BTC dated 3rd March 2016 are also annulled. 

The Circular No. 89/2020/BTC will take effect from 26th December 2020.

2. Government issued new Decree to amend regulations on standards and conditions of units with public interests 

Under current regulations, Units with the public interests in the sercurities sector include large-scale public companies, listed companies, public securities issuers, securities companies, and securities investment companies, fund and fund management companies. 

Decree No. 134/2020/ND-CP dated 15th November 2020 amending and supplementing Units with public interests, including public companies, listed organizations, organizations of transaction registration, organizations offering securities to the public, securities companies, securities investment fund management companies, securities investment companies, and securities investment funds. Units with other public interests are the units with the public interest specified in Article 53 of the Law on Independent Audit. 

The Decree will take effect from 1st January 2021.

3. Two cases of being identified as a public company from 1st January 2021

Under the Law on Securities 2020, taking effective from 1st January 2021, a public company is a joint stock company in one of the following two cases: 

Case 1: A joint stock company has a paid-up charter capital of 30 billion VND or more and has at least 10% of the voting shares held by at least 100 investors who are not major shareholders. 

The joint-stock company in this case must submit a public company registration dossier to the State Securities Commission within 90 days from the date the company completes the capital contribution and has a shareholder structure that meets the above requirements. 

Case 2: A joint stock company has successfully made an initial public offering of shares through registration with the State Securities Commission according to regulations. 

Within 15 days from the date of receipt of the complete and valid application for registration of the public company (for Case 1) or receipt of the report on the completion of the offering of the joint-stock company (for Case 2), the State Securities Commission is responsible for confirming the completion of the public company registration, and at the same time announcing the name, business contents and other information related to the public company on the media of the State Securities Commission.

Download Legal Updates as a PDF here.


[News] Upcoming Webinar: Renewable Energy


Consulate General of India, Ho Chi Minh City is organizing the Webinar – “Vietnam as an attractive destination for Indian Investors in Renewable Energy” on 26th November, 2020 to promote trade and investment between India and Vietnam in Renewable energy sector.

The Webinar will witness the presence of 100+ companies, Senior Corporate Leaders and Investors from India and Vietnam. There is also a one-on-one discussion (B2B meetings) for interested candidates.

View tentative program

The participants can register (FREE OF CHARGE) at this link:

For further information, please contact Ms. Oanh by email, phone: +84 28 3744 2400- Ext. 21 or + 84 937 431 66 (Whatsapp).


[Legal Updates] The Government tightens transactions between affiliated enterprises

1. The Government tightens transactions between affiliated enterprises 

On November 05th, 2020, the Government issued Decree No. 132/2020/ND-CP regulations on tax administration for enterprises with related-party transactions replacing Decree No. 20/2017/ND-CP. The Decree clarifies the principles of analysis, comparison, and selection of independent comparables and methods of determining the price of the related-party transaction. 

Related-party transactions are transactions of buying, selling, exchanging, renting, leasing, borrowing, lending, transferring, transferring goods or providing services; borrowing, lending, financial services, financial guarantees, and other financial instruments; buying, selling, exchanging, renting, leasing, borrowing, lending, transferring, transferring tangible and intangible assets and agreeing to buy, sell, and use resources such as assets, capital, labor cost-sharing activities and sharing costs between related parties, except for business transactions for goods and services subject to the State’s price adjustment scope, which comply with the law on prices.

In addition, the Decree adds the following objects that are considered related parties: 

  • Two enterprises are run or controlled by personnel, finance, and business operations by individuals in one of the relationships: spouses; biological parents, adoptive parents, stepfather, stepmother, mother-in-law, parents-in-law; natural children, adopted children, stepchildren of husband or wife, daughter-in-law, son-in-law; siblings, siblings of the same parent, sibling of the same parent, sibling, sister-in-law, brother-in-law, sister-in-law of the same parent, same mother of the different father; paternal grandparents, maternal grandparents; grandchildren, grandchildren; aunt, uncle, uncle, uncle, and nephew; 
  • Enterprises have transactions to transfer or receive the capital transfer, contribute at least 25% of the equity of the enterprise in the tax period; borrowing, lending at least 10% of equity capital of the owner at the time of the transaction in the tax period with the operator or controller of an enterprise or with an individual in a relationship as prescribed above. 

Related transaction costs that are incompatible with the nature of the independent transaction or do not contribute to revenue or income for taxpayers’ production and business activities shall not be included in deductible expenses unless determining the income subject to corporate income tax in the period.

Thus, transactions of related parties, typically parent companies and subsidiaries, should consider current transactions and be more careful in future transactions to avoid the case of not deducting expenses and increase the annual enterprise tax of the enterprise.

Decree No. 132/2020/ND-CP dated November 05th, 2020 takes effect from December 20th, 2020 and applies from the enterprise income tax period in 2020.

2. The Decision of the Ministry of Transport of Vietnam encouraging logistics services in the maritime sector 

Decision 2094/QD-BGTVT of the Ministry of Transport has just been issued requiring the development of logistics services in the maritime sector of Vietnam as follows:

  • Supporting businesses to invest in inland ports according to the approved planning, and increase the quality of logistics services;

  • Coordinating with relevant ministries and localities in completing mechanisms and policies on land serving the development of logistics services and proposing priority to allocate sufficient land funds for post-port logistics service areas;
  • Coordinating with relevant agencies in completing legal provisions on the organization and operation of logistics services; financial mechanisms and policies to meet the needs of developing logistics services; and
  • Deploying the EDI system – An electronic processing system for administrative procedures such as: Procedures for port-related permits (notification of ships arrival / departure, notification of the use of mooring equipment …) and system Electronic transaction system at seaports. 

The Decision takes effect from November 6th, 2020.

3. The new Decree requiring class-I private hospitals must organize clinical pharmacy activities

This is the requirements of newly issued Decree 131/2020/ND-CP regulating the organization and operation of clinical pharmacy at medical examination and treatment establishments.

Accordingly, from January 1st, 2021, the following medical examination and treatment establishments must organize clinical pharmacy activities:

  • Private medical examination and treatment establishments are ranked equivalent to those of class I hospitals;
  • Hospitals, Institutes with hospital beds (hereinafter referred to as hospitals), including general and specialized hospitals of class I or higher affiliated to the Ministry of Health, provincial/municipal Department of Health or under the Ministry of National Defense, the Ministry of Public Security and other ministries and branches are assigned by the Ministry of Health to act as the technical end-line;

Decree 131/2020/ND-CP takes effect from January 1, 2021.

Download Legal Updates as a PDF here.



Some notable issues for enterprises when becoming an enterprise with foreign investment capital

Post-COVID 19 and the context of increasingly stressful trade warfare between the US and China, as well as the signing of the EVFTA agreement between Vietnam and the European Union “EU,” Vietnam promises to be “The Promised Land” absorbing foreign investment. According to the Foreign Investment Agency report, up to May 20th, 2020, the total newly registered capital, adjusted and contributing capital, buying shares of foreign investors reached $13.89 billion – an optimistic statistic in the problematic situation of the current world economy. To promptly access the Vietnamese market, foreign investors usually carry out M&A transactions over Vietnamese enterprises (“Target Company“). By this way, foreign investors may own the total or a part of share/equity capital to gain the right to manage all operations of the Target Company. Thereby, the Target Company becomes the foreign-invested enterprise (FIE). Hence, this article provides material legal issues that foreign investors need to consider when making M&A transactions.

First, referring to the business lines of the Target Company. When the Target Company remains by Vietnamese organizations and/or individuals as owners, the business lines are not restricted except for those that are conditional or prohibited. However, in the event a foreign investor performs M&A transaction to possess of a share/equity capital in the Target Company, it should be aware of the business lines of the Target Company which have not been committed by the Government of Vietnam to open market for foreign investors or there is a commitment in international treaties to which Vietnam is a membership but limiting the charter capital ownership ratio of foreign investors.

  • If the Target Company has any business line that has not yet been committed to market opening in international treaties to which Vietnam is a member when foreign investors and the Target Company register the procedure in contributing capital, purchasing shares/equity capital; the Department of Planning and Investment where the Target Company is located will consult with specialized management ministries leading to the prolonged execution time of administrative procedures and foreign investors will not be able to make transactions if specialized management departments refuse. For example, for the current Vietnam container repair service has not committed in market opening for foreign investors; therefore, it is necessary to get the opinion of the specialized management ministries such as Ministry of Planning and Investment, Ministry of Transport, Ministry of Industry and Trade.
  • In case the Target Company has any business line that Vietnam has committed to open the market for foreign investors; still, there is a restriction on the capital ownership rate, the proportion of foreign investor’s contribution in the Target Company is not allowed to exceed the maximum committed. For example, for goods transport of inland waterway transport services, the Schedule of Specific Commitments in Services of Vietnam in WTO has demonstrated that the capital ownership ratio of foreign investors must not exceed 49%. Hence, foreign investors may only hold a maximum of 49% of the equity in the Target Company in this case.

Second, if the M&A transaction leads to the event that foreign investors own 51% or more the Target Company’s charter capital, companies that the Target Company holding charter capital will compulsory to meet requirements and procedures applied for foreign investors in case (i) the Target Company owns 51% of the charter capital or more; or (ii) there are foreign investors and the Target Company hold 51% or more of charter capital. For example, for the retail distribution of goods, companies by the Target Company holding the charter capital under the mentioned cases shall have to carry out procedures in obtaining the business registration certificate and setting up retail outlet which is similar to conditions in which foreign-invested enterprises have to fulfill.

If the proportion of ownership of foreign investors’ equity/shares in the Target Company is less than 51%, the companies that the Target Company holding charter capital are treated with investment conditions and procedures prescribed for domestic investors.

The third, in regard to the Target Company’s land use rights after completing the M&A transaction. According to Law on Land, in case the Target Company is converted into an FIE following the acquisition, the Target Company must register for the amendment of land or land- attached assets due to land-user change. Besides, it should be noted that land use term must not exceed 50 years for FIE. In fact, the Target Company faces in a lot of troubles in implementing procedures for amendment registration of land or land- attached assets due to incomplete framework for this issue and different requirements of various local authorities.

The fourth, in compliance with foreign exchange legislation, when making payments in the M&A transaction. We have encountered cases where non-resident foreign investors make payments in the M&A transaction to the Target Company’s current bank account. As a result, the Target Company having been sanctioned administratively due to violations of the law, and foreign investors could not transfer profits abroad due to unproven cash flows in legally transferable transactions. In order to avoid the stated risks, payments in M&A deals by non-resident foreign investors must be made via (i) the Target Company’s direct investment capital account, if the Target Company has a foreign capital ratio of 51% or more; or (ii) indirect investment capital account of foreign investors is opened at a licensed commercial bank in Vietnam.

Finally, regards to the Target Company’s financial statements after becoming a FIE. When the Target Company is not foreign-invested organization, an annual financial report is not required to be audited. However, for foreign-invested enterprises, following Independent Audit Law, FIE is one of the subjects that annual financial statements must be audited.

The above are some common issues that foreign investors usually face in the M&A transactions over Vietnamese companies. We hope that through this article, investors can have a glance in investing in Vietnam to avoid legal risks during the process of business investment.

If you have any questions or require any additional information, please contact Apolat Legal – An International Law Firm in Viet Nam.

This article is for general information only and is not a substitute for legal advice.



Responsibilities of employers when happening occupational accidents

In 2019, according to a report by the Ministry of Labor, War Invalids and Social Affairs, the number of occupational accidents across the country was 8,150, causing 8,327 victims, of which 979 were killed. The occurrence of an occupational accident causes workers to suffer material losses and declines in their work capacity. Meanwhile, the employers will incur responsibilities to compensate or provide benefits to the workers. Therefore, both workers and employers need to know the rights and obligations that arise when an occupational accident occurs.

Determining occupational accidents 

Vietnamese law stipulates that employers will incur obligations to pay compensation or benefits to workers when an occupational accident occurs. Therefore, determining how an accident is considered as an occupational accident is an important issue because it directly affects the rights and obligations of both workers and employers.

According to the definition of Labor Code 2012 and Law on Occupational Safety and Health 2015, “Occupational accident means an accident that causes injuries to any bodily part and function of a worker or causes death, and occurs during the course of work, in connection with his performance of a job or a task”. As this definition, an accident is considered an occupational accident when there are two factors: (i) occurring during the labour process, and (ii) associated with the performance of work and labour duties. Depending on the determination of the worker’s fault factor, the employer makes compensation or allowance for the worker.

In addition, according to Clause 2 Article 39 of the Law on Occupational Safety and Health 2015, where a worker gets an occupational accident while on duty or obeys the management outside the enterprise, which is caused by the fault of another person or the cause of the accident is unknown; the employer is still responsible for the worker’s compensation.

Responsibilities of the employer 

As stipulated in Article 38 of the Law on Occupational Safety and Health 2015, employers are responsible for workers suffering from occupational accidents as follows:

  • Promptly give first aid and emergency aid to the worker and advance payment for first aid, emergency aid, and treatment for the worker;
  • Recommend the employee for medical assessment of decreased work capacity, treatment, convalescence and health rehabilitation as prescribed;
  • Pay for first aid, emergency aid, and treatment for the worker until his health become stable, including:
    • Co-payment and costs not covered by health insurance for the worker if the worker has health insurance;
    • Payment for medical assessment of decreased work capacity if the worker’s working capacity decreases by under 5% as concluded by the Medical Examination Council;
    • Full payment for treatment for the worker if he has not heath insurance.
  • Pay full salary for the worker if he is absent from work during the treatment and health rehabilitation period;
  • Pay compensation or allowances for the worker, depending on whether the occupational accident is entirely the fault of the worker. Specifically:
    • The employer shall pay compensation for the employee suffering from occupational accident that is not entirely his/her fault and the employee suffering occupational disease as follows:
      • At least 1.5 months’ salary for the worker whose working capacity decrease is between 5% and 10%; 0.4 month’s salary shall be add for each additional 1% working capacity decrease regarding the worker whose working capacity decrease is between 11% and 80%;
      • At least 30 months’ salary for the employee working capacity decrease is at least 81% or for the worker’s relatives if the worker dies from an occupational accident or an occupational disease.
    • Allowance for the worker who suffers from an occupational accident which is his own fault, the amount of money equal to at least 40% of the above-prescribed level with the corresponding working capacity decrease.
  • Assign works appropriate for the worker’s health according to the conclusion of Medical Examination Council after treatment and health rehabilitation if the worker keeps working.

Cases where workers are not entitled to benefits when an occupational accident occurs

Workers will not be entitled to any of the benefits listed above in one of the following situations:

  • Conflict between the worker and the person causing the accident not relating their works or tasks;
  • The worker deliberately ruins his own health;
  • The worker uses drugs or other narcotic substances against of law.

An occupational accident is an undesirable event for both workers and employers. Therefore, understanding rights and obligations will help workers and employers be well prepared in the event of an occupational accident.

If you have any questions or require any additional information, please contact Apolat Legal – An International Law Firm in Viet Nam.

This article is for general information only and is not a substitute for legal advice.


Nonperforming loan investment in Vietnam – what should foreign investors notice?

Commencing from the global financial crisis in 2008, “nonperforming loan” has become a common problem for the worldwide credit system in particular and the economy in general. There is no single definition of a nonperforming loan. Country definitions differ, and it is recognized that it is possible that what is appropriate in one country may not be so in another. However, from the point of view of the World Monetary Organization (IMF):

“A loan is nonperforming when payments of interest and/or principal are past due by 90 days or more, or interest payments equal to 90 days or more have been capitalized, refinanced, or delayed by agreement, or payments are less than 90 days overdue, but there are other good reasons—such as a debtor filing for bankruptcy—to doubt that payments will be made in full.”[1]

In Vietnam, according to the State Bank’s regulations, “debt” includes:[2] 

  • Loans, advances, overdrafts and financial leases; 
  • Discounts, rediscounts of commercial papers and other valuable papers; 
  • Factoring amounts: and 
  • Other forms of credit facilities.

These debts will be classified by credit institutions into 05 groups, including:[3]

Group 1: Qualified debts;

Group 2: Debts, which need special attention;

Group 3: Sub-standard debts;

Group 4: Doubtful debts; and

Group 5: Potentially irrecoverable debts.

Of which, Bad debts (Nonperforming Loan – NPL) are debts, which have been classified as those in Groups 3, 4 and 5 mentions above. The ratio of bad debts to the total outstanding debt is used to assess the credit quality of credit institutions.

In Vietnam, the NPL ratio tended to increase from the end of 2007 and became more severe since the end of 2011. According to reports of credit institutions, as of May 31, 2012, the system’s bad debt was 117,723 billion dongs, accounting for 4.47%. However, the State Bank has announced a bad debt ratio of 8.82% (2012), far exceeding the figures announced by commercial banks. Even as of May 2015, when fully reassessing bad debt sources, the State Bank gave a NPL ratio doubled to 17.21% as of September 30, 2012, equivalent to VND 465,000 billion of non-recoverable loans.[4] Meanwhile, according to international practice, the acceptable safe ratio of bad debt is below 3%.

In order to settle with the NPL increment, in mid-2013, the Government and the State Bank of Vietnam gave out many solutions, including:

  1. Directly supporting from the Government, providing additional capital to financial institutions to improve their financial capacity;
  1. Adjusting regulations related to NPL classification and management or allow credit institutions and borrowers to negotiate debt settlement plans in various forms such as asset liquidation, term structure debt repayment, interest rate exemption or reduction;
  1. Establishing of Asset Management Company of Vietnam Credit Institutions (VAMC) in accordance with the provisions of Decree No. 53/2013 / ND-CP to manage NPL, promote reasonable credit growth for the economy. VAMC is organized in the form of a one-member limited liability company (LLC) with 100% charter capital owned by the State Government of Vietnam;
  1. Allowing and giving specific instructions for debt purchase and sale activities of foreign credit institutions, bank branches by Circular 09/2015 / TT-NHNN;
  1. To organize piloting policies on handling bad debts and handling collateral of bad debts of credit institutions, foreign bank branches, and organizations in which the State Government establishes and owns 100% charter capital to deal with bad debts of credit institutions, following Resolution No. 42/2017 / QH14 approved by the 14th National Assembly, the 3rd session on June 21, 2017.

Except for measures (1), (2), which are applied explicitly to particular entities, the remaining regime on trading and management NPL are regularly adjusted and updated for suitable with the new situation, and also the options that investors can consider if they want to invest in bad debt in Vietnam. Namely:

1. If to Vietnamese credit institutions and banks

According to currently valid regulations, in addition to adjusting regulations related to classification and management of bad debts or negotiating debt settlement plans with borrowers, Vietnamese credit institutions and banks can only sell NLP balance to VAMC by (i) by special bonds issued by VAMC; or (ii) by market value. Therefore, if to the NPL of Vietnamese Credit Institution, banks, Investors will have to work directly with VAMC to buy back these debts.

However, to VAMC, the NPL must meet the following conditions:[5]

a) The credit institution’s bad debts, including the ones in activities of credit granting, purchase of corporate bonds, trusted purchase of corporate bonds and trusted credit granting and other activities as prescribed by the State Bank. 

b) Bad debts with collateral;

c) Bad debts and collateral must be legal with valid documents and papers;

d) Loan customer still exists;

e) The balance of bad loans or outstanding loan customer is not lower than the level prescribed by the State Bank.

In which, to sell bad debts to VAMC at market prices, in addition to the above minimum conditions, bad debts must also meet:

b) Being able to fully recover money used to buy bad debts; 

c) Secured assets of the bad debts can be put on sale;

d) Loan customer is able to restore debt repayment.

Only in 2017, VAMC bought 31,831 billion dongs of bad debt with special bonds, 3,141 billion dongs of debt at market price, and collected 30,700 billion dongs of bad debt to sell through VAMC.

In addition to restructuring and reselling bad debts, many credit institutions have called for domestic and foreign investment capital to strengthen their financial capacity to handle bad debts. However, in Vietnam, in order to protect the domestic economy, the number of important business lines is limited in the proportion of foreign investors’ capital ownership, and finance – banking is not an exception. Although since early 2014, Vietnam has allowed foreign investors to own capital in Vietnamese credit institutions in the form of buying shares of Vietnamese credit institutions. However, up to now, the capital ownership ratio of foreign investors is still capitalized on capital ownership as follows:[6]:

  1. The holding of a foreign individual shall not exceed 5% of the charter capital of a Vietnamese credit institution.
  1. The holding of a foreign organization shall not exceed 15% of the charter capital of a Vietnamese credit institution except for the strategic investor.
  1. The holding of a foreign strategic investor shall not exceed 20% of the charter capital of a Vietnamese credit institution.
  1. The holding of a foreign investor and the concerned persons of such foreign investor shall not exceed 20% of the charter capital of a Vietnamese credit institution.
  1. Total shareholding level of foreign investors shall not exceed 30% of the charter capital of a Vietnamese commercial bank. Total shareholding level of foreign investors at a Vietnamese non-banking credit institution shall comply with legislation applicable to public companies and listed companies.

2. If to Foreign credit institutions and banks

Under the provisions of Circular 09/2015 / TT-NHNH, credit institutions and foreign bank branches in Vietnam are entitled to sign written agreement on the transfer of the right to claim debts arising from loan operations, the payment on behalf of a guarantee operation, whereby the debt seller transfers ownership of the debt to the debt purchaser and receives payment from the debt purchaser. This debt sale and purchase agreement must be approved by the State Bank of Vietnam, and must meet the following conditions:

Regarding debts, debts purchased and sold must meet the following conditions:[7]

  1. The dossier, related documents and records of the debt to be purchased, and security contract (if any) provided by the debt seller must fully and accurately show the state of the debt in accordance with the law.
  1. There is no written agreement on a ban on debt purchase and sale.
  1. The debt is not used to secure the fulfilment of a civil obligation at the time of debt purchase and sale, except the case where the secured party accepts in writing the debt sale.

Regarding the debt purchaser, Debt purchasers include the following organizations and individuals: [8]

a/ Organizations and individuals being non-residents.

b/ Organizations and individuals being residents, including:

  • Credit institutions and foreign bank branches having obtained the State Bank’s approval of debt purchase activity;
  • Organizations providing debt purchase and sale service (other than credit institutions and foreign bank branches), which fully meet the law-prescribed conditions for the provision of debt purchase and sale service;
  • Other organizations and individuals not providing debt purchase and sale service.

And other conditions for payment currency, debt trading method, debt valuation, etc. as prescribed in Circular 09/2015 / TT-NHNN.

In addition to buying and selling bad debts in the credit system, the securities law also allows the private placement or sale of shares to swap with the issuer’s debts to the creditors. However, in order to swap shares with these debts, the issuer will have to meet the conditions of internal approval, the issuer, etc. in accordance with the securities law.

The structure of buying debt from credit institutions still has many shortcomings in practice. The Vietnamese Government has also piloted the resale of bad debts by bad debt trading organizations and handling bad debts according to the provisions of Resolution 42/2017 / QH14. Still, there are currently no general regulations applicable. Therefore, investors who want to invest in bad debt should pay attention to the purpose of buying bad debt to choose a plan to buy debt and handle debt appropriately.

If you have any questions or require any additional information, please contact Apolat Legal – An International Law Firm in Viet Nam.

This article is for general information only and is not a substitute for legal advice.

[1] Page 9 of the Treatment on Nonperforming loans

[2] Paragraph 4 Article 2 of Decision No. 493/2005/QD-NHNN of the State Bank of Vietnam

[3] Article 6, Article 7 of Decision No. 493/2005 / QD-NHNN of the State Bank of Vietnam

[4]Banking magazine number 21/2018

[5] Article 7,8 Decree 53/2013

[6] Article 7 Decree 01/2014

[7] Article 4 of Circular 09/2015 / TT-NHNN

[8] Paragraph 4 Article 3 of Circular 09/2015 / TT-NHNN