Vietnam's Banking Sector: Decoding New Foreign Investor Shareholding Rules (Decree 69/2025/NĐ-CP)

Vietnam's financial sector, particularly its burgeoning banking industry, represents a critical pillar of the national economy and a significant draw for foreign direct investors (FDI). As the market matures and integrates further into the global financial system, the regulatory framework evolves to ensure stability, transparency, and sustainable growth.

A pivotal recent development for foreign investors eyeing Vietnam's credit institutions is the issuance of Decree No. 69/2025/NĐ-CP by the Government of Vietnam. Effective from May 19, 2025, this amending decree updates key provisions of Decree No. 01/2014/NĐ-CP, directly impacting how foreign entities can acquire and hold shares in Vietnamese commercial banks and non-bank credit institutions.

At Viettonkin Consulting, our expertise lies in turning internal legal and financial complexities into external simplicity. This article aims to break down these new regulations, clarify their implications, and highlight the strategic opportunities they present for foreign direct investors navigating Vietnam's dynamic financial landscape.

I. Context: Evolving Regulations for Vietnam's Financial Stability

The Vietnamese government is committed to modernizing its financial sector, balancing the need for foreign capital and expertise with safeguarding national financial stability. Decree 01/2014/NĐ-CP previously established the foundational rules for foreign investment in credit institutions. However, with the ongoing development of Vietnam's capital markets and the banking system, and especially in light of the Law on Securities 2019 (effective January 1, 2021), certain adjustments became necessary.

Decree 69/2025/NĐ-CP, issued on March 20, 2025, represents a targeted update, addressing key areas to:

• Enhance Financial System Safety: By tightening certain acquisition methods and providing mechanisms for the Prime Minister to intervene in special cases.
• Improve Transparency: By codifying clearer conditions for share offerings.
• Facilitate Restructuring: By introducing new provisions that enable deeper foreign participation in the restructuring of weak credit institutions.

For foreign investors, understanding the specifics of this new decree is not just about compliance; it's about identifying strategic entry points and maximizing long-term investment efficiency in Vietnam's banking sector.

II. Tightening the Scope of Foreign Investor Share Purchase

One of the most notable changes introduced by Decree 69/2025/NĐ-CP relates to how foreign investors can acquire shares in Vietnamese credit institutions. The previous Decree 01/2014/NĐ-CP allowed foreign investors to purchase shares when a credit institution either offered new shares (to increase charter capital) or sold treasury shares. The new decree significantly restricts the latter:

• Amended Scope: Foreign investors may now only acquire shares when a credit institution:
  1. Offers new shares to increase charter capital. This remains a primary avenue for investment.
  2. Sells treasury shares that it purchased before January 1, 2021.

The Rationale Behind the Change:

This amendment is a direct consequence of the Law on Securities 2019. This law fundamentally altered the treatment of treasury shares for public companies (which includes most credit institutions listed on Vietnam's stock exchanges). Under the 2019 law, companies are generally required to cancel treasury shares after repurchasing them. They can no longer be held for resale or used as bonus shares, except in specific, narrow circumstances. In contrast, the older 2006 Securities Law allowed companies more flexibility to hold and resell treasury shares.

Therefore, Decree 69/2025/NĐ-CP aligns the regulations on foreign investment in credit institutions with the prevailing securities law, preventing foreign investors from acquiring treasury shares that, by current law, should effectively be cancelled. This change underscores the importance of staying abreast of interconnected legal frameworks when investing in Vietnam.

III. Updated Foreign Ownership Caps in Credit Institutions

Decree 69/2025/NĐ-CP reiterates and clarifies the maximum shareholding limits for foreign investors, while also introducing a crucial exception mechanism.

A. Ownership Caps for Commercial Banks:

• The total foreign shareholding in a Vietnamese commercial bank remains capped at 30% of its charter capital. This overarching limit applies to all foreign investors combined.
• Exception for Systemic Safety: In special cases where it's deemed necessary to protect the stability and safety of the credit system, the Prime Minister may approve higher foreign ownership limits. This "systemic-safety exception" can apply to strategic investors or to support the restructuring of weak credit institutions.

B. Ownership Caps for Non-Bank Credit Institutions:

• For non-bank credit institutions (such as finance companies or financial leasing companies), foreign investors may collectively hold up to 50% of the charter capital.
• This limit is also subject to the same systemic-safety exception mechanism, allowing for higher limits in specific approved cases to ensure financial stability.

C. The 49% Breakthrough: Investing in Mandatory Transfer Banks

One of the most significant and strategic changes in Decree 69/2025/NĐ-CP is a new provision (Clause 6a, Article 7) that allows for substantially higher foreign ownership in a very specific scenario:

• Mandatory Transfer Banks: Foreign investors can now own up to 49% of the charter capital in commercial banks undergoing mandatory transfer. This applies to banks that are part of an approved restructuring plan and are not more than 50% state-owned.
• Strategic Opportunity: This is a major breakthrough for foreign direct investors. Previously, foreign participation in the restructuring of weak Vietnamese banks was limited by the general 30% cap. The new 49% allowance enables deeper foreign involvement in the recapitalization, governance, and operational improvement of these critical institutions. It opens doors for strategic investors to play a more active role in stabilizing and modernizing a vital segment of Vietnam's economy. This reflects the government's commitment to leveraging foreign expertise and capital for systemic financial health.

IV. New Obligations and Conditions for Foreign Investors & Vietnamese Credit Institutions

The new decree also introduces additional responsibilities and conditions for both foreign investors and the Vietnamese credit institutions offering shares.

A. Additional Obligations for Foreign Investors:

Foreign investors must adhere to new mandates designed to maintain regulatory compliance and prevent excessive foreign control:

• Reducing Excess Ownership: If an additional share purchase causes a foreign investor (or a foreign investor and their related parties) to exceed the permissible ownership limit (e.g., 30% for commercial banks, 50% for non-bank CIs), they are now obligated to reduce their ownership to the compliant level within a maximum of six months. This introduces a clear timeframe for rectifying non-compliant holdings.
• Ban on Further Acquisitions (General Limit Exceeded): If the total foreign ownership in a credit institution already exceeds the legal limit (e.g., 30% or 50%), no individual foreign investor is allowed to acquire additional shares until the total ownership level falls back into compliance.
• Post-Mandatory Transfer Purchase Ban: After the conclusion of a mandatory transfer plan for a commercial bank, foreign investors in that bank are generally not permitted to acquire additional shares. Exceptions are narrow, such as purchasing shares from existing shareholders or other foreign investors, and further acquisitions are only allowed once the total foreign ownership in that commercial bank falls below the general 30% charter capital limit. This ensures that the temporary 49% allowance for restructuring does not lead to permanent circumvention of the general cap.

B. Changes to Terms for Vietnamese Credit Institutions Selling Shares:

Credit institutions seeking to attract foreign investment must also comply with updated procedures:

• General Meeting of Shareholders (GSM) Approval: Joint-stock credit institutions are now explicitly required to have a capital increase plan and a treasury share sale plan (if applicable under the new rules) that includes a plan for offering and issuing shares to foreign investors. This plan must be approved by the General Meeting of Shareholders.
• State-Owned Enterprise Compliance: For joint-stock credit institutions with more than 50% state ownership, additional procedures must be completed in accordance with laws on the financial management of state-owned enterprises before submitting their capital increase or treasury share sale plan for GSM approval. This adds another layer of governance for state-controlled entities.

V. Implications and Strategic Opportunities for Foreign Investors

Decree 69/2025/NĐ-CP represents a strategic move by the Vietnamese government to strengthen its financial system. For foreign direct investors, its implications are dual-edged: enhanced regulatory clarity coupled with significant strategic opportunities.

A. Enhanced Clarity and Confidence:

• Clearer Guidelines: The decree codifies precise conditions and procedures for share offerings and capital increases, contributing to a more stable and predictable legal environment. This transparency is crucial for boosting investor confidence.
• Systemic Safeguards: By tightening certain rules and providing mechanisms for intervention, the decree reinforces the stability of Vietnam's financial system, a critical factor for long-term investment.

B. Unprecedented Strategic Opportunities:

• Deeper Participation in Banking Restructuring: The most impactful change is the allowance for up to 49% foreign ownership in commercial banks undergoing mandatory transfer. This opens an unprecedented window for strategic foreign investors to:
  • Inject Capital: Provide much-needed capital to strengthen weak institutions.
  • Transfer Technology & Expertise: Introduce advanced banking technologies, risk management practices, and operational efficiencies.
  • Influence Governance: Play a more substantial role in the strategic direction and corporate governance of these banks.
  • Gain Market Access: Secure a larger stake in the backbone of Vietnam's rapidly growing financial market, positioning themselves for long-term gains as these institutions recover and thrive.

This "major breakthrough" signifies Vietnam's pragmatic approach to leveraging foreign capital to address systemic issues and accelerate the modernization of its banking sector. For sophisticated investors with expertise in financial sector restructuring, this presents a unique and potentially highly lucrative avenue for entry or expansion in Vietnam.

VI. Navigating the New Landscape: Recommendations for FDI

To effectively capitalize on these new rules and ensure compliance, foreign investors in or considering Vietnam's credit institutions should adopt a proactive and informed approach.

• Thorough Due Diligence: Before any acquisition, conduct comprehensive due diligence on the target credit institution, understanding not only its financial health but also its regulatory standing and any ongoing restructuring plans.
• Understand Specific Definitions: Pay close attention to the precise definitions of "foreign investor," "related parties," "credit institution," and "mandatory transfer plan" as stipulated in the relevant Vietnamese laws and decrees.
• Monitor for Implementing Guidance: While Decree 69/2025/NĐ-CP is effective, subsequent circulars or official letters from the State Bank of Vietnam or other regulatory bodies may provide further detailed guidance. Stay vigilant for these updates.
• Strategic Planning for Ownership Limits: Investors must plan meticulously to ensure their ownership stakes remain within the prescribed limits, especially considering the new six-month reduction obligation.
• Compliance with Vietnamese Credit Institutions: If you are a Vietnamese credit institution, ensure your capital increase and treasury share sale plans (if applicable) are fully compliant with the new GSM approval requirements and, for state-owned entities, the additional financial management laws.

VII. Conclusion: Seizing the Moment in Vietnam's Banking Sector

Decree No. 69/2025/NĐ-CP is a testament to Vietnam's ongoing commitment to developing a robust, transparent, and internationally integrated financial market. While it introduces tighter controls in some areas to ensure systemic stability, it simultaneously opens unprecedented strategic and long-term investment opportunities, particularly through the allowance for deeper foreign participation in the restructuring of commercial banks.

For foreign direct investors seeking to enter or expand their presence in Vietnam's high-potential financial market, this decree provides a clearer and more attractive legal foundation. It signals a new era of engagement, inviting strategic partners to contribute not just capital, but also invaluable technology and management expertise.

Navigating these intricate legal shifts requires profound local knowledge and seasoned advisory. At Viettonkin Consulting, we pride ourselves on turning internal expertise into external simplicity, providing you with the clarity and strategic foresight necessary for successful investment in Vietnam's dynamic banking sector.

Ready to explore the strategic opportunities in Vietnam's financial sector or ensure your existing investments are fully compliant?

Connect with Viettonkin Consulting today. Let our team of legal and financial experts simplify the complexities, allowing you to invest with confidence and optimize your presence in this promising market.

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