Decree No. 69/2025/NĐ-CP Amending and supplementing certain Articles of Decree No. 01/2014/NĐ-CP dated January 3, 2014 of the Government on foreign investors purchasing shares of Vietnamese credit institutions

DECREE

Amending and supplementing certain Articles of Decree No. 01/2014/NĐ-CP dated January 3, 2014 of the Government on foreign investors purchasing shares of Vietnamese credit institutions

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

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

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

Pursuant to the Investment Law dated June 17, 2020;

Pursuant to the Enterprise Law dated November 26, 2020;

Pursuant to the Securities Law promulgated on November 26, 2019;

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

The Government promulgates this Decree amending and supplementing certain Articles of Decree No. 01/2014/NĐ-CP dated January 3, 2014 of the Government on foreign investors purchasing shares of Vietnamese credit institutions.

Article 1. Amending and supplementing certain Articles of Decree No. 01/2014/NĐ-CP dated January 3, 2014 of the Government on foreign investors purchasing shares of Vietnamese credit institutions as follows:

1. Amend and supplement Article 1 as follows:

"Article 1. Scope of Regulation
1. This Decree stipulates conditions and procedures for purchasing shares, the maximum total shareholding limit of foreign investors, the maximum shareholding ratio of a single foreign investor, and the maximum shareholding ratio of a single foreign investor and its related parties at a Vietnamese credit institution; conditions for Vietnamese credit institutions selling shares to foreign investors.

2. Economic organizations with foreign investment capital that must comply with investment conditions and procedures prescribed for foreign investors when participating in investment, capital contribution, or purchasing shares according to the law shall comply with the provisions for foreign investors under this Decree when purchasing shares of Vietnamese credit institutions."

2. Amending and supplementing Clauses 4 and 5 of Article 3 as follows:

"4. Foreign individual means an individual with foreign nationality.

5. Foreign organization means an organization established under foreign law, conducting investment and business activities in Vietnam."

3. Supplementing Clause 8 and Clause 9 of Article 3 as follows:

"8. A weak credit institution encountering difficulties as provided in Clause 6 of Article 7 of this Decree is a credit institution falling into one of the following cases:
a) A credit institution placed under special supervision by the State Bank of Vietnam;
b) A commercial bank subject to compulsory transfer;
c) A credit institution rated as 'weak' based on the most recent rating result of the State Bank of Vietnam.

9. The total shareholding limit of foreign investors refers to the total shareholding limit of foreign individuals, foreign organizations, and economic organizations specified in Clause 2 of Article 1 of this Decree."

4. Amending and supplementing Clause 2 of Article 6 as follows:

"2. Foreign investors purchasing shares in the case where a credit institution offers shares for sale to increase its charter capital or sells treasury shares before January 1, 2021."

5. Amending and supplementing Clause 5 of Article 7 as follows:

"5. The total shareholding limit of foreign investors shall not exceed 30% of the charter capital of a Vietnamese commercial bank, except in cases provided for in Clauses 6 and 6a of this Article or during the implementation period of the provisions in Clause 9 of Article 14 of this Decree. The total shareholding limit of foreign investors shall not exceed 50% of the charter capital of a Vietnamese non-bank credit institution, except in cases provided for in Clause 6 of this Article."

6. Amending and supplementing Clause 6 of Article 7 as follows:

"6. In exceptional circumstances to ensure the safety of the credit institution system, the Prime Minister decides on the shareholding ratio of a foreign organization, the total shareholding limit of foreign investors at a weak, troubled joint-stock credit institution exceeding the limits set forth in Clauses 2, 3, and 5 of this Article for specific cases."

7. Supplementing Clause 6a after Clause 6 of Article 7 as follows:

"6a. The total shareholding limit of foreign investors at a commercial bank receiving a compulsory transfer (excluding commercial banks held by the State over 50% of the charter capital) may exceed 30% but not more than 49% of the charter capital of the commercial bank receiving the compulsory transfer according to the approved compulsory transfer plan and within the timeframe of the compulsory transfer plan."

8. Amending and supplementing Clause 7 of Article 7 as follows:

"7. The ratios prescribed in Clauses 1, 2, 3, 4, 5, 6, and 6a of this Article include the portion of capital entrusted by foreign investors to other organizations or individuals to purchase shares."

9. Replacing the term "listed" with the term "listed/traded" in Articles 8, 12, and 15. Replacing the term "Article 29" with the term "Article 37" in Clause 2 of Article 8.

10. Amending and supplementing Clause 2 of Article 11 as follows:

"2. Joint-stock credit institutions must have a plan to increase their charter capital and a plan to sell treasury shares approved by the General Shareholders' Meeting, including a plan to offer shares and issue shares to foreign investors. Joint-stock credit institutions with a state ownership ratio above 50% of the charter capital must follow the legal regulations on state-owned enterprise financial management before submitting the plans to increase charter capital and sell treasury shares to the General Shareholders' Meeting for approval."

11. Supplementing Clause 6a and Clause 6b after Clause 6 of Article 14 as follows:

"6a. When a foreign investor purchases additional shares offered by a credit institution corresponding to the common stock ratio of each shareholder in the credit institution and exceeds the foreign investor's shareholding ratio limit prescribed in Article 7 of this Decree, it shall be handled as follows:
a) If a single foreign investor or a foreign investor and its related party exceeds the limit prescribed in Article 7 of this Decree, the foreign investor must reduce the shareholding ratio within a maximum period of six months from the date of exceeding the limit, ensuring compliance with the limit prescribed in Article 7 of this Decree.
b) If the total shareholding limit 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 shareholding limit of foreign investors complies with the provisions of Article 7 of this Decree.

6b. The obligations of foreign investors prescribed in Clauses 5 and 6 of this Article shall not apply in the case where a foreign investor transfers shares to comply with the provisions of point a of Clause 6a of this Article."

12. Supplementing Clause 9 of Article 14 as follows:

"9. From the time the implementation period of the mandatory transfer scheme ends, foreign investors shall not purchase additional shares of the commercial bank receiving the mandatory transfer (except in cases where the commercial bank receiving the mandatory transfer offers additional shares to existing shareholders or a foreign investor sells shares they own in that commercial bank to another foreign investor according to an agreement) until the total shareholding percentage of foreign investors in that commercial bank receiving the mandatory transfer is lower than 30% of the charter capital."

13. Supplement Point c Clause 1 Article 15 as follows:

"c. In case the total shareholding percentage of foreign investors in the commercial bank receiving the mandatory transfer exceeds 30% of the charter capital of the bank according to the approved mandatory transfer scheme, the State Bank shall notify in writing to the Ministry of Finance (Securities Commission) about the maximum approved shareholding percentage of foreign investors, the start date, and the end date of implementing the mandatory transfer scheme."

14. Amend and supplement Clause 3 Article 16 as follows:

"3. Report fully and promptly to competent authorities on information related to foreign investors and economic organizations specified in Clause 2 Article 1 of this Decree purchasing shares."

Article 2. Effectiveness and responsibility for implementation

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

2. Ministers, Heads of ministerial-level agencies, Heads of government-affiliated agencies, Chairpersons of provincial People's Committees under central city administrations, Vietnamese credit institutions, foreign investors, and other relevant organizations and individuals are responsible for implementing this Decree.