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THE
GOVERNMENT OF VIETNAM
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THE
SOCIALIST REPUBLIC OF VIET NAM
Independence-Freedom-Happiness
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No.
69/2025/ND-CP
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Hanoi,
March 18, 2025
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DECREE
AMENDMENTS TO GOVERNMENT’S DECREE NO. 01/2014/ND-CP DATED
JANUARY 03, 2014 PRESCRIBING FOREIGN INVESTORS’ PURCHASE OF SHARES OF
VIETNAMESE CREDIT INSTITUTIONS
Pursuant to the Law on
Government Organization dated 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 Law on
Investment dated June 17, 2020;
Pursuant to the Law on
Enterprises dated November 26, 2020;
Pursuant to the Law on
Securities dated November 26, 2019;
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The Government promulgates a
Decree providing amendments to the Government’s Decree No. 01/2014/ND-CP dated
January 03, 2014 prescribing foreign investors’ purchase of shares of
Vietnamese credit institutions.
Article 1.
Amendments to Government’s Decree No. 01/2014/ND-CP dated January 03, 2014
prescribing foreign investors’ purchase of shares of Vietnamese credit
institutions
1. Article 1 is amended as follows:
“Article 1. Scope
1. This Decree provides for
conditions and procedures for purchase of shares, maximum total aggregate
shareholding of foreign investors, maximum shareholding of a foreign investor,
and maximum shareholding of a foreign investor and its related persons at a
Vietnamese credit institution; conditions to be satisfied by Vietnamese credit
institutions selling shares to foreign investors.
2. Foreign-invested economic
organizations that are required to meet the same relevant conditions and follow
the same procedures for investment as foreign investors when making investment
or capital contribution or purchasing shares in accordance with regulations of
law shall comply with regulations applicable to foreign investors enshrined
herein when purchasing shares of Vietnamese credit institutions.”
2. Clauses 4, 5 Article 3 are
amended as follows:
“4. Foreign individual means any
person who holds foreign nationality.
5. Foreign organization means an
organization that is established under the law of a foreign country and carries
out business investment activities in Vietnam."
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“8. Credit institution given “very
poor” rating and facing difficulties prescribed in clause 6 Article 7 hereof is
a credit institution falling in any of the following circumstances:
a) A credit institution that is placed
under special control by SBV;
b) A commercial bank that is
subject to mandatory transfer;
c) A credit institution that is
rated “very poor” according to the latest ranking results announced by SBV.
9. Total aggregate shareholding of
foreign investors means the sum of shareholdings of the foreign individuals,
foreign organizations and economic organizations prescribed in clause 2 Article
1 hereof.”
4. Clause 2 Article 6 is amended as
follows:
“2. Foreign investors purchase
shares in case credit institutions conduct offering of shares, issue shares to
increase their charter capital or sell treasury stocks which they purchased
before January 01, 2021.”
5. Clause 5 Article 7 is amended as
follows:
“5. Total aggregate shareholding of
foreign investors shall not exceed 30% of the charter capital of a Vietnamese
commercial bank, except the cases prescribed in clauses 6, 6a of this Article
or during the period over which provisions of clause 9 Article 14 hereof apply.
Total aggregate shareholding of foreign investors shall not exceed 50% of the
charter capital of a Vietnamese non-bank credit institution, except the cases
prescribed in clause 6 of this Article.”
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“6. In order to ensure the safety
of the credit institution system, the Prime Minister may in some special cases
decide the shareholding of a foreign organization, the shareholding of a
foreign strategic investor and total aggregate shareholding of foreign
investors at a credit institution given “very poor” rating and facing
difficulties which may exceed such limits prescribed in clauses 2, 3, 5 of this
Article on a case-by-case basis.”
7. Clause 6a is added following
clause 6 Article 7 as follows:
“6a. Total aggregate
shareholding of foreign investors at a commercial bank that acts as the
transferee under an approved mandatory transfer plan (excluding those
commercial banks over 50% of charter capital of which is held by the State) may
exceed 30% but shall not exceed 49% of its charter capital during the validity
period of such mandatory transfer plan.”
8. Clause 7 Article 7 is amended as
follows:
“7. The shareholdings specified in
clauses 1, 2, 3, 4, 5, 6, 6a of this Article include those shares purchased by
other organizations or individuals using funding entrusted by foreign
investors.”
9. The phrase “niêm yết” (“listed”)
is replaced with the phrase “niêm yết/đăng ký giao dịch” (“listed/registered
for trading”) in Articles 8, 12 and 15. The phrase “Điều 29” (“Article 29”) is
replaced with the phrase “Điều 37” (“Article 37”) in clause 2 Article 8.
10. Clause 2 Article 11 is amended
as follows:
“2. A joint-stock credit
institution must have a plan for increase of charter capital or plan for sale
of treasury stocks which has been approved by its General Meeting of
Shareholders and includes the plan for offering or issuance of shares to
foreign investors. A joint-stock credit institution over 50% of charter capital
of which is held by the State shall be required to complete procedures
according to regulations of law on financial management of state-owned
enterprises before submitting the plan for increase of charter capital or plan
for sale of treasury stocks to its General Meeting of Shareholders for
approval.”
11. Clause 6a and clause 6b are
added following clause 6 Article 14 as follows:
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a) If the shareholding of a foreign
investor or a foreign investor and its related person prescribed in Article 7
hereof is exceeded, within a maximum duration of 6 months from the time of
occurrence of such excess, the foreign investor shall take appropriate actions
to reduce its shareholding as well as ensure its compliance with the
corresponding shareholding limit prescribed in Article 7 hereof.
b) If total aggregate shareholding
of foreign investors prescribed in Article 7 hereof is exceeded, the foreign
investors shall not be allowed to additionally purchase shares of that credit
institution until the requirement regarding total aggregate shareholding of
foreign investors prescribed in Article 7 hereof is satisfied.
6b. Foreign investors are not
required to fulfill the obligations specified in clauses 5, 6 of this Article
when they transfer shares in accordance with provisions of point a clause 6a of
this Article.”
12. Clause 9 is added to Article 14
as follows:
“9. Upon expiry of the mandatory
transfer plan, foreign investors shall not be allowed to additionally purchase
shares of the commercial bank that acts as the transferee under such mandatory
transfer plan (unless that commercial bank offers shares to its existing
shareholders or a foreign investor sell their shares at that commercial bank to
another foreign investor under a specific agreement) until total aggregate
shareholding of foreign investors at that commercial bank falls below 30% of
its charter capital.”
13. Point c is added to clause 1
Article 15 as follows:
“c. In case total aggregate
shareholding of foreign investors at a commercial bank that acts as the
transferee under an approved mandatory transfer plan is allowed to exceed 30%
of its charter capital according to such mandatory transfer plan, SBV shall
notify the Ministry of Finance of Vietnam (via the State Securities Commission
of Vietnam) in writing of the approved maximum total aggregate shareholding of
foreign investors, starting and ending dates of the validity period of the
mandatory transfer plan”.
14. Clause 3 Article 16 is amended
as follows:
“3. Submit in an adequate and
timely manner to competent authorities reports on purchase of shares by the
foreign investors and economic organizations prescribed in clause 2 Article 1
hereof.”
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1. This Decree comes into force
from May 19, 2025.
2. Ministers, heads of ministerial
agencies, heads of Governmental agencies, Chairpersons of People’s Committees
of provinces or central-affiliated cities, Vietnamese credit institutions,
foreign investors and relevant organizations and individuals are responsible
for the implementation of this Decree.
ON
BEHALF OF THE GOVERNMENT
PP. PRIME MINISTER
DEPUTY PRIME MINISTER
Ho Duc Phoc
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