Insurance; banking, securities trading and relevant services

4

Insurance and Insurance related services.

a) Original Insurance  (life insurance, except insurance medical insurance; Non-insurance life) .

b) Reinsurance and ceding reinsurance

c) Insurance intermediaries (such as insurance broker and insurance agents) .

d) Insurance support service (such as consulting, actuarial services, risk assessment and damage compensation)

Allowing foreign insurance enterprises to establish non-life insurance branches, based on prudent management regulations

2. EVFTA: No restrictions, except for the provisions in the general commitment.

– Allowing foreign insurance enterprises to establish non-life insurance branches

–  Branches of reinsurance enterprises Foreigners are allowed to establish after 3 years from the date of entry into force of this Agreement.

– To be more secure, this will be based on  prudent management regulations.

3. Law of  Vietnam

3.1. Conditions for establishment of insurance enterprises  [ 1]

a) Rate of ownership of charter capital of foreign investors in economic organization: No restrictions

b) Investment form: According to the provisions of Article 105 of the Insurance Business Law 2000 (amended and supplemented by clause 12 of Article 1 Insurance Business Law 2010).

c) Scope of investment activities: According to the provisions of Article 60 of the Insurance Business Law  2000 (amended and supplemented by  Insurance business law in 2010) and Article 37 Nghi determined number 73/2016/ND-CP.

d) Capacity of investors and partners engaged in investment activities:

– Conditions to be granted establishment and operation licenses for foreign-invested insurance enterprises are specified in Article 106 of the Insurance Business Law 2000 (amended, supplemented by Insurance Business Law 2010).

– For the establishment of an insurance limited liability company: Article 7 Decree No. 73/2016/ND-CP (amended and supplemented by  Decree No. 151/2018/ND-CP).

– For the establishment of an insurance joint stock company: No special conditions  for foreign investors.

đ) Other conditions: Insurance enterprise is not allowed to conduct insurance busines in life insurance and non-life insurance at the same time, except in cases that life insurance enterprise provides health insurance and personal accident insurance to supplement life insurance.

3.2. Conditions for establishing an insurance brokerage business

a)  Rate of ownership of charter capital of foreign investors in economic organizations: No limit.

b)  Investment form: operating according to regulations Article 105 of the Insurance business law 2000 (amended, supplemented by Clause 12, Article 1 of the Insurance business law  in 2010).

c)  Scope of investment activities: operation Insurance brokers include: Article 90 of the Insurance business law in 2000.

d)  Capability of investors and partners  engaged in investment activities:

–  Conditions to be granted establishment and operation licenses for foreign-invested insurance brokerage enterprise  in Article 106 of Insurance Business Law in 2000 (amended, supplemented  by the Insurance Business Law   2010).

–  Foreign organizations contributing capital to establish Insurance brokerage enterprises must respond meet the conditions specified in Article 6, Article 9 Decree No. 73/2016/ND-CP.đ) Article other case.

3.3. Conditions for establishment of branches of foreign non-life insurance enterprise

a)  Capability of investors and partners participating in investment activities: Foreign non-life insurance enterprises establishing branches in Vietnam must satisfy the conditions specified in Clause 2, Article 8 of Decree No. 73/2016/ND-CP.

b)  Other conditions: Legal capital  of branches of foreign non-life insurance enterprise.

–  Non-life insurance business (except the cases specified at point b, point c  Clause 4, Article 10 of Decree No. 73/2016/ND-CP dated July 1, 2016 of Government guiding the  Insurance Business Law  and Insurance business law) and health insurance: VND 200 billion;

–  Insurance business as prescribed at  Point a, Clause 4, Article 10 of the Government’s Decree No. 73/2016/ND-CP dated July 1, 2016 guiding the Insurance Business law and the amended   Insurance Business Law and aviation insurance or satellite insurance: VNd 250 billion;

– Insurance business according to the provisions of Point a, Clause 4, Article 10 of Decree No. 73/2016/ND-CP dated July 1, 2016 of the Government guiding  the Insurance Business Law and amended   Insurance Business Law and satellite insurance: VND 300 billion

–   Insurance Business Law 2000;

–   Amended   Insurance Business Law2010;

–   Decree No 73/2016/ND-CP date July 1, 2016 by Government on guidelines for the Law on Insurance Business and Amended Insurance Business Law

–   Decree No 151/2018/ND-CP date 07/11/2018 by Government on amendments and supplements the Decree on investment conditions, business conditions under the state management of the Ministry of Finance.

(a) Receiving deposits and other payables from the public

(b) Lending of all types, including consumer credit, mortgage credit, factoring and commercial transaction financing

(c) Leasing finance

(d) All payment and remittance services, including credit cards, debit and debit cards, travelers checks and bank drafts

(e) Guarantees and commitments

(f) Trade on your own or a client’s account, at an exchange, on a put-through market or otherwise such as: Money market instruments (including checks, drafts, certificates of deposit); Forex; Exchange rate and interest rate instruments, including products such as swaps and forwards; solid gold

(g) Currency Broker

(h) Asset management, such as cash or portfolio management, all forms of collective investment management, pension fund management, custodial and trust services.

(i) Financial asset clearing and settlement services, including securities, derivative products and other negotiable instruments.

(j) Provision and transfer of financial information and financial data processing and related software by other financial service providers.

(k) Advisory services, brokerage and other ancillary financial services for all activities covered by subsections (a) to (k), including credit reference and analysis, investment and portfolio research and advice, and advice on acquisitions and on corporate restructuring and strategy.

As a general rule and on a non-discriminatory basis, the provision of other banking and financial products or services is subject to relevant legal and institutional requirements.

1. WTO, AFAS, VJEPA, VKFTA, EVFTA: Unlimited, except:

a) Foreign credit institutions are only allowed to establish commercial presence in Vietnam in the following forms:

(i) For foreign commercial banks: representative offices, branches of foreign commercial banks, joint-venture commercial banks in which the capital contribution of foreign parties does not exceed 50% of the charter capital of the joint-venture bank, the joint-venture finance leasing company, the 100% foreign-invested financial leasing company, the joint-venture finance company and the 100% foreign-invested finance company from the date of establishment of the 100% foreign-invested bank.

(ii) For foreign financial companies: representative offices, joint venture finance companies, 100% foreign invested finance companies, joint venture finance leasing companies and 100% foreign invested finance leasing companies.

(iii) For foreign financial leasing companies: representative offices, joint venture finance leasing companies and 100% foreign invested financial leasing companies.

b) Participating in shares:

(i) Vietnam may restrict foreign credit institutions’ share participation in equitized Vietnamese state-owned commercial banks to the same level of equity participation of Vietnamese banks.

(ii) For capital contribution in the form of share purchase, the total number of shares held by foreign natural and legal persons in each joint-stock commercial bank in Vietnam must not exceed 30% of the bank’s charter capital, unless otherwise provided by Vietnamese law or permitted by a Vietnamese competent authority.

c) Branches of foreign commercial banks:

– Not allowed to open transaction points other than their branch office.

d) Since accession, foreign credit institutions are allowed to issue credit cards on the basis of national treatment.

đ) Other conditions for WTO, AFAS, VJEPA, VKFTA:

– Conditions to establish a foreign bank branch in Vietnam: The parent bank must have total assets of over US$20 billion at the end of the year prior to the time of applying for a permit.

– Conditions to establish a foreign bank branch in Vietnam: The parent bank must have total assets of over US$20 billion at the end of the year prior to the time of applying for a permit.

– Conditions for establishing a 100% foreign-owned financial company, a joint-venture finance company, a 100% foreign-owned financial leasing company or a joint-venture financial leasing company: a foreign credit institution must have total assets of over $10 billion at the end of the year prior to the time of application for a permit.

– Only individuals with Vietnamese nationality are allowed to be founding shareholders of a joint-stock commercial bank.

2. CPTPP: Appendix III Financial Services: III-VN-6 to III-VN-12; III-VN-16 to III-VN-20

3. Law of Vietnam

3.1.Legal capital of foreign bank branches is specified in Clause 2, Article 15 of Decree No. 86/2019/ND-CP.

Foreign bank branches that are granted establishment and operation licenses before the effective date of Decree No. 86/2019/ND-CP must ensure that the amount of charter capital actually contributed or allocated is at least equal to the legal capital level specified in Article 2 of this Decree from the effective date of this Decree.

3.2. Conditions for buying shares at a joint-stock credit institution

a) Share ownership rate for foreign investors specified in Article 7 of Decree No. 01/2014/ND-CP

b) The form of share purchase for foreign investors is specified in Article 6 of Decree No. 01/2014/ND-CP.

c) Capability of investors and partners participating in investment activities:

– Conditions for foreign organizations to purchase shares leading to the ownership level of 10% of charter capital of Vietnamese credit institutions or more are specified in Article 9 of Decree No. 01/2014/ND-CP;

– Conditions for foreign organizations to purchase shares and become foreign strategic investors are specified in Article 10 of Decree No. 01/2014/ND-CP.

d) Other conditions:

– Obligations of foreign investors specified in Clauses 5, 6 and 7 Article 14 of Decree No. 01/2014/ND-CP

-Vietnam reserves the right to adopt and maintain any measure related to the equitization of state-owned commercial banks and the restructuring of credit institutions in Vietnam.

3.3. Conditions on the total share ownership level of foreign investors in a Vietnamese non-banking credit institution shall comply with the provisions of Clause 5, Article 7 of Decree No. 01/2014/ND-CP.

3.4. Joint-venture credit institutions, 100% foreign-owned credit institutions shall be granted a License when fully meeting the conditions specified in Clause 2, Article 20 of the Law on Credit Institutions 2010.

3.5. Foreign bank branches are granted a License when they fully meet the conditions specified in Clause 3, Article 20 of the Law on Credit Institutions 2010.

Representative offices of foreign credit institutions and other foreign institutions engaged in banking activities shall be granted a license when they fully satisfy the conditions specified in Clause 4, Article 20 of the Law on Credit Institutions 2010.

– Law on State Bank of Vietnam 2010.

– Law on credit institutions 2010.

– Law on credit institutions amended in 2017.

– Decree No. 01/2014/ND-CP dated January 3, 2014 of the Government on foreign investors buying shares of Vietnamese credit institutions.

– Decree No. 39/2014/ND-CP dated May 7, 2014 of the Government

government on the activities of finance companies and finance leasing companies.

– Decree No. 86/2019/ND-CP dated November 14, 2019 of the Government stipulating the legal capital level of credit institutions, foreign bank branches.

a) Appendix NCM I-VN-28: Financial services provided by non-financial organizations, excluding the provision and transfer of financial information and financial advisory services

All current incompatible measures are at the national and regional levels.

Appendix III Financial Services: III-VN-17 to NCM-III-VN-19

-Decree No. 01/2014/ND-

CP dated January 3, 2014 of the Government on foreign investors buying shares of Vietnamese credit institutions

Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government guiding the Law on Securities

(f) Trade for your own account or a client’s account at a stock exchange, over-the-counter (OTC) or other market, the following products: Derivatives, including futures and options; Transferable securities; Other negotiable instruments and financial assets, excluding solid gold.

(g) Participating in the issuance of all types of securities, including underwriting, and acting as a selling agent (public offering or private offering), providing services in connection with such issues.

(i) Asset management such as portfolio management, all forms of collective investment management, pension fund management, custodial and trust services.

(j) Securities clearing and settlement services, derivatives and other securities-related products.

(l) Providing and transferring financial information and related software of securities service providers.

(m) Consulting, intermediation and ancillary services related to securities, excluding activities in subsection

(f), including investment research and consulting, portfolio, advice on corporate acquisitions, corporate strategy and restructuring (For other services in subsection (l), refer to subsection (l) in commitments on banking services).

1.WTO, VJEPA, VKFTA, EVFTA:

Allowing the establishment of securities enterprises with 100% foreign investment capital. For services from C(i) to C(l), foreign securities service providers are allowed to set up branches.

2. CPTPP:

Appendix III Financial Services: III-VN-15; III-VN-17 to III-VN-19; III-VN-24 to III-VN-27.

3.Law of Vietnam:

3.1.            Conditions for issuance of a securities company’s establishment license and securities business operation

a) Rate of ownership of charter capital of foreign investors in economic organizations:

Foreign investors may contribute capital to the establishment, purchase shares and contributed capital of securities companies and securities investment fund management companies according to the provisions of Article 77 of the Law on Securities 2019.

b) Investment form: Buying shares, contributed capital, contributing capital to establish a limited liability company or a joint-stock company (Security company, securities investment fund management company organized in the form of a limited liability company or a joint-stock company in accordance with the Law on Enterprises).

c) Capability of investors and partners participating in investment activities:

Foreign organizations participating in capital contribution to the establishment, purchase of shares or contributed capital to own 100% of the charter capital of a securities company or securities investment fund management company must satisfy the conditions specified in Clause 2, Article 77 of the Law on Securities 2019.

d) Other conditions:

– Conditions for shareholders and capital contributors include: Shareholders and capital contributors being foreign investors must meet the conditions specified in Article 77 of the Law on Securities 2019.

– In case a securities company is organized in the form of a single-member limited liability company, the owner must be an insurance enterprise or a commercial bank or a foreign organization that meets the requirements of Clause 2, Article 77 of the Law on Securities 2019.

3.2. Conditions for issuance of License for establishment and operation of securities trading of securities investment fund management companies

a) Rate of ownership of charter capital of foreign investors in economic organizations:

Foreign investors may contribute capital to the establishment, purchase shares and contributed capital of securities companies and securities investment fund management companies according to the provisions of Article 77 of the Law on Securities 2019.

b) Investment form: Buying shares, contributed capital, contributing capital to establish a limited liability company or a joint-stock company (Security company, securities investment fund management company organized in the form of a limited liability company or a joint-stock company in accordance with the Law on Enterprises).

c) Capability of investors and partners to participate in investment activities: Foreign organizations participating in capital contribution to the establishment, purchasing shares and contributed capital to own 100% of the charter capital of securities companies, securities investment fund management companies must satisfy the conditions specified in Clause 2, Article 77 of the Law on Securities 2019.

d) Other conditions:

– The minimum charter capital of a foreign fund management company in Vietnam is VND 25 billion.

– Conditions for shareholders and capital contributors include: Shareholders and capital contributors being foreign investors must meet the conditions specified in Article 77 of the Law on Securities 2019.

– In case the securities investment fund management company is organized in the form of a single-member limited liability company, the owner must be a commercial bank or insurance enterprise or a securities company or foreign organization that meets the provisions of Clause 2, Article 77 of the Law on Securities 2019.

3.3. Conditions for issuance of licenses for establishment and securities business activities of branches of foreign securities companies and fund management companies in Vietnam

3.3.1.For the establishment of a branch of a foreign securities company

a) Scope of activities: Only performing securities investment consulting services.

b) Capability of investors and partners participating in investment activities: A foreign securities company may establish a branch in Vietnam when it meets the conditions specified in Clause 1, Article 76 of the Law on Securities 2019.

c) Other conditions: only 01 branch may be established in Vietnam.

3.3.2. For the establishment of a branch of a foreign fund management company

a) Scope of operation: Only providing asset management services for capital mobilized abroad.

b) Capability of investors and partners participating in the implementation of investment activities: A foreign securities company may establish a branch in Vietnam when it meets the conditions specified in Clause 2, Article 76 of the Law on Securities 2019.

c) Other conditions: only 01 branch can be established in Vietnam

3.4. Conditions for establishing a representative office of a foreign securities company or fund management company in Vietnam

a) The scope of operation of representative offices of foreign securities companies and fund management companies in Vietnam shall comply with the provisions of Clause 2, Article 78 of the Law on Securities 2019.

b) Capability of investors and partners participating in investment activities: Foreign securities companies and fund management companies may establish representative offices in Vietnam when meeting the conditions specified in Clause 1, Article 78 of the Law on Securities 2019.

EVFTA, CPTPP

-Securities Law 2019

-Investment Law 2020

-Corporate Law 2020

-Decree No. 31/2021/ND-CP dated March 26, 2021 of the Government detailing and

guiding the implementation of a number of articles of the Investment Law

Decree No. 01/2021/ND-CP dated January 4, 2021 of the Government on business registration

– Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government guiding the Law on Securities