New regulations on foreign investors buying shares of Vietnamese credit institutions

Specifically, Decree No. 69/2025/ND-CP amends and supplements Clause 5, Article 7 of Decree 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".

Amending regulations on foreign investors buying shares of domestic credit institutions

Clause 6, Article 7 of Decree 01/2014/ND-CP is also amended and supplemented: "6. In special cases to ensure the safety of the credit institution system, the Prime Minister decides 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".

Decree No. 69/2025/ND-CP also adds Clause 6a after Clause 6, Article 7 of Decree 01/2014/ND-CP: "6a. The total shareholding level of foreign investors in commercial banks receiving compulsory transfers (excluding 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".

Decree No. 69/2025/ND-CP supplements the regulation: When a foreign investor purchases additional shares offered by a credit institution corresponding to the ratio of common shares of each shareholder in the credit institution that exceeds the limit on the ratio of foreign investors' share ownership prescribed in Article 7 of this Decree, the following shall be implemented:

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.

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

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 where the commercial bank receiving the mandatory transfer offers shares to existing shareholders or the foreign investor sells the shares it owns in the commercial bank receiving the mandatory transfer to another foreign investor according to an agreement) until the total share ownership of foreign investors in the commercial bank receiving the mandatory transfer is lower than 30% of the charter capital.