Decree 69/2025/ND-CP amend Decree 01/2014/ND-CP on foreign investors’ purchase of shares of Vietnamese credit institutions

DECREE

Amending and supplementing a number of articles of the Government’s Decree No. 01/2014/ND-CP of January 3, 2014, on foreign investors’ purchase of shares of Vietnamese credit institutions

Pursuant to the February 18, 2025 Law on Organization of the Government;

Pursuant to the June 16, 2010 Law on the State Bank of Vietnam;

Pursuant to the January 18, 2024 Law on Credit Institutions;

Pursuant to the June 17, 2020 Law on Investment;

Pursuant to the November 26, 2020 Law on Enterprises;

Pursuant to the November 26, 2019 Law on Securities;

At the proposal of the Governor of the State Bank of Vietnam;

The Government promulgates the Decree amending and supplementing a number of articles of the Government’s Decree No. 01/2014/ND-CP of January 3, 2014, on foreign investors’ purchase of shares of Vietnamese credit institutions.

Article 1. To amend and supplement a number of articles of the Government’s Decree No. 01/2014/ND-CP of January 3, 2014, on foreign investors’ purchase of shares of Vietnamese credit institutions, as follows:

1. To amend and supplement Article 1 as follows:

“Article 1. Scope of regulation

1. This Decree provides conditions and procedures for share purchase, the total maximum shareholding rate of foreign investors and the maximum shareholding rate of a foreign investor, the maximum shareholding rate of a foreign investor and his/her/its related persons in a Vietnamese credit institution; and conditions for Vietnamese credit institutions to sell shares to foreign investors.

2. Foreign-invested economic organizations that are required to satisfy conditions and carry out investment procedures according to regulations applicable to foreign investors when participating in investment, capital contribution or share purchase in accordance with law must comply with provisions for foreign investors specified in this Decree upon the purchase of shares of Vietnamese credit institutions.”

2. To amend and supplement Clauses 4 and 5, Article 3 as follows:

“4. Foreign individual means a foreign national.

5. Foreign organization means an organization established under a foreign law that carries out business investment activities in Vietnam.”

3. To add Clauses 8 and 9, Article 3 as follows:

“8. Poorly performing, difficulty-stricken credit institutions specified in Clause 6, Article 7 of this Decree are those falling in one of the following cases:

a/ Credit institutions placed under special control of the State Bank of Vietnam;

b/ Commercial banks subject to mandatory transfer;

c/ Credit institutions ranked among poorly performing credit institutions according to the latest ranking results of the State Bank of Vietnam.

9. The total shareholding rate of foreign investors is the total shareholding rate of foreign individuals, foreign organizations and economic organizations specified in Clause 2, Article 1 of this Decree.”

4. To amend and supplement Clause 2, Article 6 as follows:

“2. Foreign investors purchase shares from credit institutions that offer shares or issue shares to increase charter capital, or sell treasury stocks that are purchased by credit institutions before January 1, 2021.”

5. To amend and supplement Clause 5, Article 7 as follows:

“5. The total shareholding rate of all foreign investors at a Vietnamese commercial bank must not exceed 30% of the charter capital of such bank, except 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 rate of all foreign investors at a Vietnamese non-banking credit institution must not exceed 50% of the charter capital of such bank, except the case specified in Clause 6 of this Article.”

6. To amend and supplement Clause 6, Article 7 as follows:

“6. In special cases, in order to ensure the safety of the system of credit institutions, the Prime Minister shall decide on the shareholding rate of a foreign organization or foreign strategic investor as well as the total shareholding rate of all foreign investors at the poorly performing, difficulty-stricken equitized credit institution specified in Clauses 2, 3 and 5 of this Article, respectively, on a case-by-case basis.”

7. To add Clause 6a below Clause 6, Article 7 as follows:

“6a. The total shareholding rate of all foreign investors at a Vietnamese commercial bank acquiring mandatory transfer (excluding commercial banks in which the State holds more than 50% of charter capital) may exceed 30% but not exceed 49% of the bank’s charter capital according to the mandatory transfer plan approved and implemented within the time limit stated in the mandatory transfer plan.”

8. To amend and supplement Clause 7, Article 7 as follows:

“7. The shareholding rates specified in Clauses 1, 2, 3, 4, 5, 6 and 6a of this Article include capital amounts entrusted by foreign investors to other organizations and individuals for share purchase.”

9. To replace the phrase “listed” specified in Articles 8, 12 and 15 with the phrase “listed/have transactions registered”. To replace the phrase “Article 29” specified in Clause 2, Article 8 with the phrase “Article 37”.

10. To amend and supplement Clause 2, Article 11 as follows:

“2. A joint-stock credit institution must have its plan on increase of charter capital or on sale of treasury stocks, covering the plan on offering of shares for sale or issuance of shares to foreign investors, approved by its General Meeting of Shareholders. A joint-stock credit institution in which the State holds more than 50% of charter capital must carry out procedures in accordance with the law on financial management of state enterprises before submitting the plan on increase of charter capital or on sale of treasury stocks to the General Meeting of Shareholders for approval.”

11. To add Clauses 6a and 6b below Clause 6, Article 14 as follows:

“6a. When a foreign investor purchases additional shares offered by a credit institution corresponding to the common shareholding rate of each shareholder in the credit institution that exceeds the limit on foreign investor’s shareholding rates specified in Article 7 of this Decree:

a/ In case the additional shares purchased by the foreign investor or the foreign investor and his/her/its related person(s) exceed the limit specified in Article 7 of this Decree, within 6 months after the limit is exceeded, the foreign investor shall reduce the shareholding rate so as to comply with the limit specified in Article 7 of this Decree.

b/ In case the total shareholding rate of all foreign investors exceeds the limit specified in Article 7 of this Decree, the foreign investors may not purchase additional shares offered by that credit institution until their total shareholding rate complies with Article 7 of this Decree.

6b. Obligations of foreign investors specified in Clauses 5 and 6 of this Article shall not be applied to the case in which foreign investors transfer shares to implement Point a, Clause 6a of this Article.”

12. To add Clause 9, Article 14 as follows:

“9. After the period for implementation of the mandatory transfer plan expires, foreign investors may not purchase additional shares of the commercial bank acquiring the mandatory transfer (except cases in which the commercial bank acquiring the mandatory transfer offers shares to existing shareholders or the foreign investor sells shares owned by the commercial bank acquiring the mandatory transfer to another foreign investor under agreement) until the total shareholding rate of foreign investors in the commercial bank acquiring the mandatory transfer is lower than 30% of charter capital of such bank.”

13. To add Point c, Clause 1, Article 15 as follows:

“c. In case the total shareholding rate of foreign investors at the commercial bank acquiring the mandatory transfer may exceed 30% of charter capital of such bank according to the approved mandatory transfer plan, the State Bank shall notify in writing the Ministry of Finance (the State Securities Commission of Vietnam) of the approved total maximum shareholding rate of foreign investors, the commencement and completion dates of the mandatory transfer plan”.

14. To amend and supplement Clause 3, Article 16 as follows:

“3. To fully and timely report to competent agencies information relating to share purchase by foreign investors, economic organizations specified in Clause 2, Article 1 of this Decree.”

Article 2. Effect and implementation responsibility

1. This Decree takes effect on May 19, 2025.

2. Ministers, heads of ministerial-level agencies, heads of government-attached agencies, chairpersons of provincial-level People’s Committees, Vietnamese credit institutions, foreign investors and related organizations and individuals shall implement this Decree.-

On behalf of the Government

For the Prime Minister

Deputy Prime Minister

HO DUC PHOC