VCI Legal – 18 September 2025

On March 19, 2025, the Government issued Decree No. 69/2025/ND-CP (“Decree 69”), amending and supplementing a number of provisions of Decree No. 01/2014/ND-CP dated January 3, 2014 (“Decree 01”) on the purchase of shares in Vietnamese credit institutions by foreign investors.  

This Decree aims to establish a legal framework for attracting, controlling, and supervising foreign investment capital in the restructuring of the credit institution system. 

Key highlights of Decree 69 include: 

1. Foreign ownership ratio 

Decree 69 maintains the general cap of 30% on foreign ownership in Vietnamese commercial banks, consistent with Decree 01, but introduces specific exceptions: 

• Prime Minister’s discretion: In exceptional cases, the Prime Minister may approve a higher foreign ownership limit for weak credit institutions facing financial difficulties, in order to safeguard the stability of the banking system. 
• Compulsory transfers: For commercial banks (other than those majority-owned by the State) receiving a compulsory transfer, total foreign ownership may temporarily exceed 30% but must not surpass 49% of charter capital, as set out in the approved transfer plan and during its implementation period. After that period ends, foreign investors may not acquire additional shares (except in rights offerings to existing shareholders or secondary transfers between foreign investors) until the total foreign ownership ratio falls back below 30%. 

For non-bank credit institutions, the foreign ownership cap is set at 50% of charter capital, except in cases involving the restructuring of weak institutions. 

2. Forms of Share Acquisition for Foreign Investors 

Under Decree 69, foreign investors may acquire shares in three ways: 

• Through transfers from existing shareholders; 
• By subscribing to public offerings or private placements aimed at increasing charter capital, or by purchasing treasury shares acquired before 1 January 2021; and 
• During the conversion of a credit institution into a joint-stock company.  

3. Clearer Rules on Weak and Troubled Credit Institutions

Unlike the vague reference to “weak credit institutions” in Decree 01, Decree 69 now provides a clearer and more specific framework for identifying which institutions fall into this category. These include: 

• Credit institutions placed under special control by the State Bank of Vietnam; 
• Commercial banks subject to compulsory transfer; and 
• Credit institutions rated as “weak” in the State Bank of Vietnam’s most recent assessment. 

4. Handling Violations of Foreign Shareholding Limits

In cases where a foreign investor (with or without related parties) exceeds the permitted foreign shareholding limit: 

• The foreign investor must reduce its ownership ratio to the permissible limit within a maximum of six (06) months from the date of the breach; 

• Remedial measures may include the transfer of shares or the execution of restructuring transactions to bring the ownership ratio back within the limit. 

• Foreign investors will not be permitted to acquire additional shares in the credit institution until the aggregate ownership ratio is reduced below the regulatory limit. 

5. Effects of Decree 69 on Investors and the Vietnamese market

For Investors: Decree 69 clarifies the forms of share acquisitions and enforces ownership limits, giving foreign investors greater certainty and structured access to Vietnam’s credit institutions. At the same time, it requires strict compliance—breaches may trigger forced divestment or restructuring. 

For the Market: The decree strengthens regulatory oversight, balances foreign participation with financial stability, and improves transparency. While this boosts investor confidence, caps on ownership may limit deeper foreign influence in Vietnam’s banking sector. 

If you have any questions or need further advice on Decree 69 or related matters, please contact the Banking & Finance lawyers at VCI Legal for support. 

About VCI Legal: 

VCI Legal is an award-winning business law firm in Vietnam with a wide range of legal and corporate services, among other things, corporate, banking & finance, tax, labor & HR, real estate and dispute resolution with special focus on international investment disputes, We also offer our specialized type of service called “In-House Counsel Service” with the aim of assisting our clients in dealing with all types of internal and external issues arising from their day-to-day operations and business activities. With our offices in both Hanoi and Ho Chi Minh City, we have a tremendous depth of experience in providing well-reasoned and comprehensive legal advice to not only multinationals and Fortune 500 companies, but also small and medium enterprises.

Our professional team comprises one of the leading law firms in Vietnam with service quality highly recommended and acknowledged by international legal service reviewers such as: The Legal 500, AsiaLaw Profiles, IFLR, KPMG’s Tax Directors’ Handbook, Acquisition International, ACQ Global, Global Law Experts, Finance Monthly, and Chambers & Partners.

For many years, VCI Legal has been ranked among the top law firms in Vietnam for corporate, finance, insurance, taxation, employment, intellectual property and investment. With a “Can Do Attitude” combined with a “Know How” capacity, our firm is big enough to provide comprehensive legal support for any in-house legal matters, yet small enough to care about each of our clients. We undertake each engagement with the mindset of a long-term relationship, with the will to give whatever it takes to understand and fulfill your needs.

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