New Policy On Bank Equity Ownership – Opportunities & Challenges For Foreign Investors

On April 1, 2025, the Government officially issued Decree No. 69/2025/NĐ-CP, amending and supplementing Decree No. 01/2014/NĐ-CP regarding foreign investors acquiring shares in Vietnamese credit institutions (CIs). This new regulation will take effect on May 19, 2025, introducing several noteworthy changes:

🔍 1. Foreign ownership cap raised to 49% for banks under mandatory transfer

As part of the ongoing restructuring of underperforming banks, foreign investors will now be allowed to hold up to 49% of charter capital in commercial banks subject to mandatory transfer, instead of the previous 30% limit. Note: This does not apply to banks where the State owns more than 50%.

📌 2. Tighter control on treasury share purchases

Foreign investors may only purchase treasury shares that were acquired by the CI before January 1, 2021. This is aimed at better controlling ownership structures and preventing potential market manipulation or hostile takeovers.

⚠️ 3. New obligations for exceeding ownership limits

In cases where foreign investors exceed the permitted ownership threshold, they are required to reduce their shareholding to the allowed level within six months. During this period, no additional share purchases are allowed.

📊 M&A Insights

Decree 69 sends a clear message: the Vietnamese government is selectively opening the banking sector—one of the most sensitive and strategic sectors—to foreign capital. This opens up new opportunities for strategic international investors to engage more deeply with restructuring banks, especially as Vietnam pushes to resolve bad debts and enhance financial sector stability.

However, this greater access comes with stricter obligations, requiring foreign investors to be well-prepared in terms of legal compliance, ownership strategy, and post-M&A planning.

🔍 Looking for strategic insights and legal support on investment opportunities in Vietnam’s banking sector?

The Vietnam M&A Advisory team is here to support your next move.

📧 Email: m-a@tradeanalytics.vn

📞 Hotline: 0865986665