To amend regulations on foreign investors purchasing shares of Vietnamese credit institutions

On 18/3/2025, the Government issued Decree No. 69/2025/ND-CP amending and supplementing a number of articles of Decree No. 01/2014/ND-CP dated January 3, 2014 on foreign investors purchasing shares of Vietnamese credit institutions.

According to Decree No. 69/2025/ND-CP, Clause 2, Article 6 is amended and supplemented as follows: “2. Foreign investors purchase shares in cases credit institutions offer shares, issue shares to increase charter capital or sell treasury stocks purchased by credit institutions before January 1, 2021.”

The Decree No. 69/2025/ND-CP amends and supplements Clause 5, Article 7 of Decree No. 01/2014/ND-CP as follows: "5. The total shareholding level of foreign investors shall not exceed 30% of the charter capital of a Vietnamese commercial bank, except for the cases specified in Clauses 6 and 6a of this Article or during the implementation period specified in Clause 9, Article 14 of this Decree. The total shareholding level of foreign investors shall not exceed 50% of the charter capital of a Vietnamese non-bank credit institution, except for the cases specified in Clause 6 of this Article."

The Decree No. 69/2025/ND-CP amends and supplements Clause 6, Article 7 as follows: “6. In special cases to ensure the safety of the credit institution system, the Prime Minister shall decide on the share ownership ratio of a foreign organization, a foreign strategic investor, the total share ownership level of foreign investors in a weak joint-stock credit institution, facing difficulties exceeding the limits prescribed in Clauses 2, 3, 5 of this Article for each specific case.”

The Decree No. 69/2025/ND-CP also adds Clause 6a after Clause 6, Article 7 of Decree No. 01/2014/ND-CP: "6a. The total shareholding level of foreign investors in commercial banks receiving compulsory transfers (excluding the commercial banks in which the State holds more than 50% of charter capital) may exceed 30% but not exceed 49% of the charter capital of the commercial bank receiving compulsory transfers according to the approved compulsory transfer plan and implemented within the term of the compulsory transfer plan."

The Decree No. 69/2025/ND-CP adds Clause 6a and Clause 6b after Clause 6, Article 14 as follows: “6a. When a foreign investor purchases additional shares offered by a credit institution corresponding to the proportion of common shares of each shareholder in the credit institution that exceeds the limit on foreign investor ownership ratio prescribed in Article 7 of this Decree, the following shall be applied:

a) In case a foreign investor, a foreign investor and a related person exceed the limit prescribed in Article 7 of this Decree, within a maximum period of 6 months from the time of exceeding the limit, the foreign investor must reduce the share ownership ratio, ensuring compliance with the limit prescribed in Article 7 of this Decree.

b) In case the total share ownership of foreign investors exceeds the limit prescribed in Article 7 of this Decree, the foreign investor shall not be allowed to purchase additional shares of that credit institution until the total shareholding level of foreign investors complies with the provisions of Article 7 of this Decree.

6b. The obligations of foreign investors specified in Clauses 5 and 6 of this Article shall not be applied in cases foreign investors transfer shares to implement the provisions of Point a, Clause 6a of this Article.”

The Decree No. 69/2025/ND-CP supplements Clause 9, Article 14 as follows: “9. From the end of the mandatory transfer period, foreign investors are not allowed to purchase additional shares of the commercial bank receiving the mandatory transfer (except in cases the commercial bank receiving the mandatory transfer offers shares for sale to existing shareholders or the foreign investor sells the its own shares in the commercial bank receiving the mandatory transfer to another foreign investor according to the agreement) until the total share ownership level of foreign investors in the commercial bank receiving the mandatory transfer is lower than 30% of the charter capital.”

The Decree No. 69/2025/ND-CP supplements Point c, Clause 1, Article 15 as follows: “c. In case the total shareholding of foreign investors in a commercial bank receiving a compulsory transfer exceeds 30% of the bank's charter capital according to the approved compulsory transfer plan, the State Bank shall notify in writing the Ministry of Finance (State Securities Commission) of the approved maximum total shareholding of foreign investors, the starting time and the ending time of the compulsory transfer plan implementation”.

This Decree takes effect from May 19, 2025.