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M&A and Restructuring

Bank M&A Vietnam: Special Approvals 2026

7 min readFLAT LAW FIRM
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Bank M&A in Vietnam: 8-Step Checklist for Special Regulatory Approvals

M&A of banks and finance companies in Vietnam is not ordinary M&A: beyond corporate and competition law, deals face a dedicated approval layer from the State Bank of Vietnam — from becoming a major shareholder to merging entire institutions. Missing one approval can make the deal unclosable. This 8-step checklist maps every special gate.

Contents

1. Who this checklist is for

For buyers (domestic and foreign), sellers and legal advisers in share/capital acquisitions, mergers and consolidations of credit institutions (commercial banks, finance companies, financial leasing companies…) in Vietnam.

How to mark: ☐ not done · ☑ done · ⚠ needs counsel review. Note: this checklist supplements, not replaces, the general merger-control checklist — bank deals typically pass through both gates.

A note on timing strategy: SBV approval tracks and VCC merger review run on different clocks and answer to different policy concerns — prudential safety versus competition. Smart deal teams file both tracks in parallel from day one rather than sequencing them, because the slower track dictates closing. Build the long-stop date around the slower of the two, and keep both regulators' information requests on a single response calendar so neither track stalls for lack of documents.

2. The detailed checklist

Item 1: Classify the deal and its matching gate ☐

  • Do: Classify: (a) merger/consolidation/division/conversion of a CI → "reorganization", approved under Article 201, 2024 Law on Credit Institutions; (b) share acquisition → test the major-shareholder threshold under Article 37; (c) foreign buyer → add the Decree 01/2014 ownership layer.
  • Why: Each deal type triggers a different procedure with different files, timelines and authorities. Wrong classification = wrong filing = time lost redoing it.
  • How: Draw the deal diagram (who buys what, from whom, what %, post-deal holding); test each gate below.
  • Note: Buying a finance company (non-bank CI) faces the same approval framework — don't mistake it for ordinary corporate M&A.

Item 2: Check foreign-investor ownership caps ☐

  • Do: For foreign buyers, test Article 7, Decree 01/2014/ND-CP (amended by Decree 69/2025/ND-CP):
  • Foreign individual: max 5% of charter capital;
  • Foreign organization: max 15% (except strategic);
  • Foreign strategic investor: max 20%;
  • One foreign investor + related persons: max 20%;
  • Aggregate foreign ownership: max 30% of a Vietnamese commercial bank; 50% for non-bank CIs.
  • Why: Breaching a cap = the deal cannot proceed. The target bank's remaining foreign room is the first data point to check — many deals die because the 30% room is already full.
  • How: Pull the target's current foreign-ownership ratio; compute remaining room; size the purchase within it. Note that convertible bonds converting into shares must also respect these caps — a bond-to-equity conversion that pushes a foreign holder over its limit breaches the decree just as a direct share purchase would.
  • Note: Special cases (restructuring weak CIs, system safety): the Prime Minister may exceed caps case-by-case — a separate path, not a general rule.

Item 3: Get SBV approval before becoming a major shareholder ☐

  • Do: Under Article 37(1)(dd), 2024 Law on Credit Institutions: buying/receiving shares that results in becoming a major shareholder requires prior written SBV approval. Practice applies the 5%-of-voting-capital major-shareholder threshold.
  • Why: The most common gate in bank M&A — even a 6–7% purchase needs approval. Act first, seek approval later = violation.
  • How: Prepare the file per the SBV Governor's regulations (criminal records, financial-capacity proof, plans…); file early — agency processing time belongs in the timeline.
  • Note: ⚠ Buyer, transferor and the CI must cooperate on the procedure — allocate cooperation duties in the SPA.

Item 4: Meet strategic-investor conditions (if using that route) ☐

  • Do: If the structure relies on foreign-strategic-investor status (for up to 20%): satisfy the reputation, financial-capacity, long-term-commitment and CI-support conditions under Decree 01/2014 (as amended).
  • Why: Strategic status isn't self-declared — it must be recognized. Falling short drops you to the 15% ordinary-organization cap.
  • How: Document the conditions (financials, credit ratings, commitments…); ⚠ check the full text of the conditions before structuring the deal.
  • Note: Strategic commitments often include minimum-holding periods — affecting exit strategy later.

Item 5: Reorganization procedure — in-principle approval (mergers) ☐

  • Do: For mergers, consolidations, legal-form conversions: two-stage procedure — in-principle approval then formal approval, per Circular 62/2024/TT-NHNN. After in-principle approval: publish disclosures (one SBV media outlet, one print newspaper for 3 consecutive issues or one e-newspaper, postings at head office/branches — Article 7, Circular 62/2024).
  • Why: CI reorganization is two-stage; skipping disclosure = procedural violation subject to handling.
  • How: Build the two-stage timeline upfront; prepare disclosure contents (approval document number/date, parties' names/addresses/charter capital, expected post-deal CI information).
  • Note: Mergers during early intervention/special control follow a separate mechanism (Articles 161, 201) — far more complex, needs specialist counsel.

Item 6: Don't forget the competition gate ☐

  • Do: Parallel to SBV approval: test merger-notification duty — CIs use separate thresholds under Article 13(2), Decree 35/2020/ND-CP (see the merger-control checklist).
  • Why: Two independent gates; neither replaces the other. SBV clearance doesn't waive VCC notification and vice versa.
  • How: Run both filing tracks in parallel; sync the long-stop date to the slower track.
  • Note: ⚠ Check the full text of the CI-specific thresholds before concluding "no filing needed".

Item 7: Contract the approvals (CPs + long-stop) ☐

  • Do: Turn every approval into deal terms: a condition precedent per approval (SBV, VCC, Prime Minister if needed); filing responsibilities; long-stop date = administrative processing + buffer; termination and cost reimbursement if approval is denied.
  • Why: Administrative approval is outside the parties' control — it must be allocated by contract.
  • How: Schedule all approvals as CP appendices; tie filing milestones to payment obligations.
  • Note: Agree who bears the risk if the SBV adds conditions (e.g., capital-increase or senior-personnel demands).

Item 8: Post-approval completion ☐

  • Do: After all approvals: make required disclosures; amend the CI charter to match approved changes; complete enterprise registration (charter capital, shareholders…); update the operating licence if needed.
  • Why: Approval is only permission — a chain of post-steps makes the deal fully effective in practice.
  • How: Build a post-closing checklist with owners and statutory deadlines per item.
  • Note: Keep every approval document and compliance evidence — SBV inspections can come any time.

3. Common DIY mistakes

Mistake 1 — Not checking foreign room before negotiating. Price agreed, then discovering the bank's 30% foreign room is full — deal collapses.

Mistake 2 — Thinking "under 5%" needs no approval. The major-shareholder test counts total post-deal holding (adding existing stakes and related persons) — buying 3% when you hold 4% makes 7%, still needing approval.

Mistake 3 — SBV only, forgetting the VCC. Two independent gates — closing while missing either is a violation.

Mistake 4 — No approval CPs in the SPA. When the SBV delays or refuses, parties fight over responsibility — with nothing in the contract addressing it.

Mistake 5 — Skipping post-in-principle disclosure. A seemingly minor procedure, still administratively punishable if breached.

4. After the checklist

With all 8 items ☑, the deal has a complete approval map: deal type, foreign caps, SBV approval, merger control and contract terms. Next: file the tracks (usually SBV and VCC in parallel), monitor progress and prepare fallbacks if conditions are imposed.

Specialist banking counsel is mandatory when: the buyer is foreign, the deal is a merger/consolidation, or the target is under early intervention/special control.

📞 Need a bank-M&A approval review? Contact FLAT LAW FIRM — hotline 0988424851.

5. FAQ

1. How much of a Vietnamese bank can a foreign investor own? Individual 5%, organization 15%, strategic 20%, one investor + related 20%, aggregate 30% of a commercial bank (50% non-bank CI) — Article 7, Decree 01/2014 (amended by 69/2025).

2. When does buying bank shares need SBV approval? When it results in becoming a major shareholder — in practice the 5%-of-voting-capital threshold (Article 37(1)(dd), 2024 Law on Credit Institutions).

3. What does a bank merger need? Written SBV approval (Article 201), two-stage procedure under Circular 62/2024/TT-NHNN, with disclosure after in-principle approval.

4. Does bank M&A need merger-control notification? Yes if thresholds are hit — CIs use separate thresholds (Article 13(2), Decree 35/2020). SBV and VCC gates are independent.

5. What do foreign strategic investors need? Reputation, financial capacity, long-term commitment and CI support under Decree 01/2014 (as amended) — check the full text when structuring.

Language versions

References

  1. Law on Credit Institutions No. 32/2024/QH15 dated 18/01/2024, effective 01/7/2024 (Articles 37, 201).
  2. Decree 01/2014/ND-CP dated 03/01/2014 on foreign investors buying shares of Vietnamese CIs, amended by Decree 69/2025/ND-CP.
  3. Circular 62/2024/TT-NHNN on CI reorganization.