On March 18th, 2025, the Government issued Decree No. 69/2025/ND-CP amending and supplementing several articles of Decree No. 01/2014/ND-CP dated January 03rd, 2014 on foreign investors purchasing shares of Vietnamese credit institutions. Accordingly, the Decree amendments to several regulations on foreign investors purchasing shares of Vietnamese credit institutions are as follows:
– Amend and supplement definitions of foreign individuals and foreign organizations:
+ Foreign individuals are individuals with foreign nationality.
+ Foreign organizations are organizations established under foreign law, and conducting investment and business activities in Vietnam.
– Amend regulations on share ownership ratio for foreign investors: The total share ownership of foreign investors in commercial banks receiving compulsory transfer (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 transfer according to the approved compulsory transfer plan and be implemented within the term of the compulsory transfer plan.
– Additional regulations on obligations of foreign investors: When the foreign investor purchases additional shares offered by the credit institution corresponding to the proportion of common shares of each shareholder in the credit institution that exceeds the limit on the share ownership ratio of foreign investors specified in Article 7 of the Decree, the following shall be implemented:
+ In case a foreign investor or a foreign investor and related person exceed the limit specified in Article 7 of the Decree, within a maximum period of 06 months from the time of exceeding the limit, the foreign investor must reduce the share ownership ratio, ensuring compliance with the limit specified in Article 7 of the Decree.
+ In case the total share ownership of foreign investors exceeds the limit specified in Article 7 of the Decree, foreign investors are not allowed to purchase additional shares of that credit institution until the total share ownership of foreign investors complies with the regulations of Article 7 of the Decree.
+ From the end of the period for implementing the compulsory transfer plan, foreign investors are not allowed to purchase additional shares of the commercial bank receiving the compulsory transfer (except in cases where the commercial bank receiving the compulsory transfer offers shares to existing shareholders or the foreign investor sells the shares owned by the commercial bank receiving the compulsory transfer to another foreign investor according to the agreement) until the total share ownership of foreign investors in the commercial bank receiving the compulsory transfer is lower than 30% of the charter capital.
Decree No. 69/2025/ND-CP takes effect from May 19th, 2025.
