Foreign acquisitions of Vietnamese commercial banks remain subject to a total foreign shareholding limit of 30%, as established under Decree No. 01/2014/ND-CP. Although the new Law on Credit Institutions No. 32/2024/QH15 entered into force in 2024, it does not alter this existing restriction.
"Article 3. Definitions
For the purposes of this Law, the terms below are construed as follows: 
1. Investment policy approval means the competent/authorized State agency approves the objectives, location, scale, schedule and duration/term of project implementation; and the investor or form of investor selection and special mechanisms or policies (if any) in order to implement the investment project [...]
10. "market access conditions applied to foreign investors" mean those which must be satisfied by foreign investors to make investment in the List of business lines with prohibited and restricted market access (hereinafter referred to as "the Negative List for Market Access") specified in Clause 2 Article 9 of this Law. 
11. Investment registration certificate ["IRC"] means a written or electronic document recording information registered by an investor about an investment project. [...]
19. "foreign investor" means an individual holding a foreign nationality or an organization established under foreign laws and carrying our business investment activities in Vietnam.
20. "domestic investor" means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors. 
[...]
Article 4. Application of the Law on Investment and relevant laws
1. Business investment activities in the territory of Vietnam [must] comply with the Law on investment [this Law] and other relevant laws.
2. If there is any discrepancy between the provisions of this Law and those of another law issued before the effective date of this Law in relation to the industries and trades in which business investment is prohibited, or industries and trades in which business investment is conditional, then the provisions of the Law on investment [this Law] shall prevail. [...]
3. If there is any discrepancy between the provisions of this Law and those of another law issued before the effective date of this Law in relation to the sequence and procedures for business investment and investment security [guarantee], then implementation shall accord with this Law except for the following cases: [...]
(d) Implementation of investment projects for construction, for residential housing and for urban zones are implemented in accordance with the provisions of the Law on Construction, the Law on Residential Housing and the Law on Real Estate Business after the competent agency has approved the investment policy or the amended investment policy in accordance with the provisions of this Law;
(dd) Authority, sequence, procedures and conditions for business investment implemented in accordance with the Law on Credit Institutions, the Law on Insurance Business, and the Law on Petroleum;
(e) Authority, sequence, procedures and conditions for business investment and activities on the securities market implemented in accordance with the Law on Securities.
[...]
Article 9. Business lines with prohibited and restricted market access and market access conditions applied to foreign investors
1. Market access conditions applied to foreign investors are the same as those applied to domestic investors, except for the case specified in Clause 2 of this Article.
2. Pursuant to Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory, the Government shall promulgate a Negative List for Market Access, including:
a/ Prohibited business lines;
b/ Restricted business lines.
3. Market access conditions applied to foreign investors specified in the Negative List for Market Access include:
a/ Holding of charter capital by the foreign investor in a business organization;
b/ Investment method;
c/ Scope of investment;
d/ Capacity of the investor; partners participating in the investment activities;
dd) Other conditions specified in the Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory. [...]" (Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation])
------------------------------------
"Section 2. SECTORS, LINES AND MARKET ACCESS CONDITIONS FOR FOREIGN INVESTORS
Article 15. Sectors and trades restricted from market access for foreign investors
1. Sectors and trades with restrictions on market access for foreign investors and restrictions on market access for such industries and trades are prescribed in laws and resolutions of the National Assembly, ordinances and resolutions. of the National Assembly Standing Committee, Government decrees and international treaties on investment. The list of industries and trades with restrictions on market access for foreign investors is published in Appendix I of this Decree.
2. Market access conditions for foreign investors shall be applied in the forms specified in Clause 3, Article 9 of the Law on Investment and posted and updated according to the provisions of Article 18 of this Decree.
3. In addition to the market access conditions for the industries and trades specified in Clauses 1 and 2 of this Article, foreign investors and foreign-invested economic organizations when conducting business investment activities Businesses in Vietnam must satisfy the following conditions (if any):
a) Use of land and labor; natural resources, minerals;
b) Producing and supplying public goods and services or goods and services that are monopolistic in the state;
c) Owning and trading in houses and real estate;
d) Applying forms of support and subsidies of the State to a number of branches and fields or developing regions or territories;
dd) Participating in the program and plan for the equitization of state-owned enterprises;
e) Other conditions as prescribed in laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government and international treaties on investment that do not allow allow or restrict market access for foreign-invested economic organizations.
Article 16. Subjects of application of the List of industries and trades restricted from market access
1. The list of industries and trades with restricted market access applies to:
a) Foreign investors as prescribed in Clause 19, Article 3 of the Law on Investment ;
b) The economic organization specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment when investing in the establishment of other economic organizations; make capital contribution, purchase shares, purchase capital contribution portion of other economic organizations; investment in the form of BCC contract.
(In this Section, the subjects specified at Points a and b of this Clause, hereinafter collectively referred to as foreign investors, unless otherwise provided for by this Decree).
2. For business investment activities carried out in Vietnam, investors who are Vietnamese citizens and hold foreign citizenship are entitled to choose to apply market access conditions and investment procedures as follows: regulations applicable to domestic or foreign investors. In the case of choosing to apply market access conditions and investment procedures as prescribed for domestic investors, investors who are Vietnamese citizens and have foreign nationality are not entitled to exercise their rights. and regulatory obligations for foreign investors.
Article 17. Principles of applying restrictions on market access for foreign investors
1. Except for the industries and trades on the List of industries and trades with restricted market access for foreign investors specified in Appendix I of this Decree, foreign investors are entitled to market access as prescribed. for domestic investors.
2. Foreign investors are not allowed to invest in industries and trades that have not yet been able to access the market as prescribed in Section A, Appendix I of this Decree.
3. For industries and trades with conditional market access for foreign investors as prescribed in Section B, Appendix I of this Decree, foreign investors must satisfy the conditions for market access. Schools are posted according to the provisions of Article 18 of this Decree.
4. Market access conditions for industries and trades that Vietnam has not yet committed to market access to for foreign investors are applied as follows:
a) Where laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government (hereinafter referred to as Vietnamese law) do not contain provisions restricting access to the market for that industry or trade, foreign investors may access the market as prescribed for domestic investors;
b) Where Vietnamese law already contains provisions on restricting foreign investors' market access for such industries or trades, the provisions of Vietnamese law shall apply. [...]
7. Foreign investors belonging to countries or territories that are not members of the WTO and conducting investment activities in Vietnam are entitled to the same market access conditions as those applicable to national investors. a territory that is a member of the WTO, unless otherwise provided for by Vietnamese law or an international treaty between Vietnam and that country or territory.
[...]
APPENDIX I - LIST OF INDUSTRY AND LINES LIMITED MARKET ACCESS FOR FOREIGN INVESTORS [...]
B. BUSINESS LINES WITH RESTRICTED MARKET ACCESS [...]
4. Insurance, banking, securities trading and other related services [...]"(Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation] (Decree 31), which provides guidance on the implementation of the new Law on Investment [google translation])
---------------------------
"INDUSTRY, SECTOR | CONDITIONS LIMITED MARKET ACCESS | LEGAL BASIS [not reproduced here] [...]
4. Insurance, banking, securities trading and other related services: [...] 4.2 Banking and other financial services ((a) Receiving deposits and other payables from the public; (b) Lending of all types, including consumer credit, mortgage credit, factoring and commercial transaction financing; (c) Finance Lease; (d) All payment and remittance services, including credit cards, debit and debit cards, travelers checks and bank drafts; (e) Guarantees and undertakings; (f) Trade on your own or a client's account, on an exchange, on a put-through market or otherwise, such as: Money market instruments (including checks, bills of exchange, certificates of money) to send); Forex; Exchange rate and interest rate instruments, including products such as swaps and forwards; Gold block; (h) Currency brokerage; (i) Asset management, such as cash or portfolio management, any form of collective investment management, pension fund management, custodial and trust services.; (j) Financial asset clearing and settlement services, including securities, derivatives and other negotiable instruments.; (k) Providing and transferring financial information and processing financial data and related software from other financial service providers.; (l) Advisory services, brokerage and other ancillary financial services for all activities covered by subsections (a) through (k), including credit reference and analysis investment and portfolio research and advice, advice on acquisitions and on corporate restructuring and strategy) | 
Commitments on banking and other financial services are made in accordance with relevant laws and regulations issued by the competent authorities of Vietnam to ensure compliance with Article VI of GATS and Paragraph 2(a) of the Financial Services Annex.
As a general rule and on a non-discriminatory basis, the provision of other banking and financial products or services is subject to relevant legal and institutional requirements.
1. WTO, AFAS, VJEPA, VKFTA, EVFTA: None, except:
a) Foreign credit institutions are only allowed to establish commercial presence in Vietnam in the following forms:
(i) For foreign commercial banks: representative offices, branches of foreign commercial banks, joint-venture commercial banks in which the capital contribution of the foreign party does not exceed 50% of the charter capital of joint-venture banks, joint-venture finance leasing companies, 100% foreign-invested financial leasing companies, joint-venture finance companies and 100% foreign-invested finance companies and since On April 1, 2007, it was allowed to establish a bank with 100% foreign investment capital.
(ii) For foreign financial companies: representative offices, joint venture finance companies, 100% foreign owned finance companies, joint venture finance leasing companies and leasing companies finance 100% foreign investment.
(iii) For foreign financial leasing companies: representative offices, joint venture finance leasing companies and 100% foreign invested financial leasing companies.
b) Participating in shares:
(i) Vietnam may restrict foreign credit institutions' share participation in equitized Vietnamese state-owned commercial banks to the same level of equity participation of Vietnamese banks.
(ii) For capital contribution in the form of share purchase, the total number of shares held by foreign natural and legal entities in each joint-stock commercial bank of Vietnam must not exceed 30% of the capital. the bank's charter, unless otherwise provided by Vietnamese law or permitted by a Vietnamese competent authority.
c) Branches of foreign commercial banks:
- Not allowed to open transaction points other than their branch office.
d) Since accession, foreign credit institutions are allowed to issue credit cards on the basis of national treatment.
dd) Other conditions for WTO, AFAS, VJEPA, VKFTA:
- Conditions to establish a foreign bank branch in Vietnam: The parent bank must have total assets of over US$20 billion at the end of the year prior to the time of applying for a permit.
- Conditions for establishing a 100% foreign-owned financial company, a joint-venture finance company, a 100% foreign-owned financial leasing company or a joint-venture financial leasing company: foreign credit institutions must have total assets of more than $10 billion at the end of the year prior to the time of application.
- Only individuals with Vietnamese nationality are allowed to be founding shareholders of a joint-stock commercial bank.
2. CPTPP: Appendix III Financial Services:
III-VN-6 to III-VN-12; III-VN-16 to III-VN-20
3. Vietnamese law:
3.1. The legal capital level of foreign bank branches is specified in Clause 2, Article 15 of Decree No. 86/2019/ND-CP.
Foreign bank branches that are granted establishment and operation licenses before the effective date of Decree No. 86/2019/ND-CP must ensure that the amount of charter capital actually contributed or allocated is at least equal to the capital level. regulations specified in Article 2 of this Decree from the effective date of this Decree.
3.2. Conditions for buying shares at a joint-stock credit institution
a) Share ownership rate for foreign investors specified in Article 7 of Decree No. 01/2014/ND-CP
b) Form of share purchase for foreign investors specified in Article 6 of Decree No. 01/2014/ND-CP.
c) Capability of investors and partners participating in investment activities:
- Conditions for foreign organizations to purchase shares leading to ownership of 10% or more of the charter capital of Vietnamese credit institutions are specified in Article 9 of Decree No. 01/2014/ND-CP;
- Conditions for foreign organizations to buy shares and become foreign strategic investors are specified in Article 10 of Decree No. 01/2014/ND-CP.
d) Other conditions:
- Obligations of foreign investors specified in Clauses 5, 6 and 7 Article 14 of Decree No. 01/2014/ND-CP
- Vietnam reserves the right to adopt and maintain any measures related to the equitization process of state-owned commercial banks and the restructuring of credit institutions in Vietnam.
3.3. Conditions for the total share ownership level of foreign investors in a Vietnamese non-banking credit institution shall comply with the provisions of Clause 5, Article 7 of Decree No. 01/2014/ND-CP. [...]" (Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation])
------------------------------
"Article 1. Scope of regulation
This Decree provides for conditions of and procedures for share purchase, total of maximum shareholding level for foreign investors, the maximum shareholding percentage for a foreign investor in a Vietnamese credit institution; conditions for a Vietnamese credit institution to sell shares to foreign investors.
[...] 
Article 3. Interpretation of terms
In this Decree, the following terms are construed as follows:
1. Joint-stock credit institutions mean credit institutions which are established and organized under form of joint-stock companies, including: Joint-stock commercial banks, Joint-stock financial companies, Joint-stock finance-leasing companies. [...]
4. Foreign organizations include: a) Organizations which are set up and operate under foreign law and branches of these organizations in foreign countries or/and in Vietnam; b) Organizations, closed funds, member funds, companies of securities investment which are set up and operate in Vietnam with rate of contributed capital amount of foreign parties more than 49%.
[...]
Article 7. Shareholding percentage for foreign investors
1. Shareholding percentage of a foreign individual shall not exceed 5% of charter capital of a Vietnamese credit institution.
2. Shareholding percentage of a foreign organization shall not exceed 15% of charter capital of a Vietnamese credit institution except for case specified at Clause 3 this Article.
3. Shareholding percentage of a foreign strategic investor shall not exceed 20% of charter capital of a Vietnamese credit institution except for case specified at Clause 3 this Article.
4. Shareholding percentage of a foreign investor and the concerned persons of such foreign investor shall not exceed 20% of charter capital of a Vietnamese credit institution.
5. Total shareholding level of foreign investors shall not exceed 30% of charter capital of a Vietnamese commercial bank. Total shareholding level of foreign investors at a Vietnamese non-banking credit institution shall comply with legislation applicable to public companies and listing companies.
6. In special case, to perform restructure of credit institution which is weak and faces to difficulties, to ensure credit safety of credit institution system, the Prime Minister shall decide the shareholding percentage of a foreign organization, a foreign strategic investor, total shareholding level of foreign investors at a weak and restructured joint-stock credit institution, in excess of limit specified at Clauses 2, 3, 5 this Article for each specific case.[...]"(Decree No. 01/2014//ND-CP of 3 January 2014, Arts. 1,3 and 7 [google translation]).
Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation]
Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation]
Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation]
Decree No. 01/2014//ND-CP of 3 January 2014, Arts. 1,3 and 7 [google translation]
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