Foreign investors may establish a wholly foreign-owned bank in Vietnam as a limited liability company, with statutory capital of VND 3,000 billion for a commercial bank. This is entirely different from acquiring shares in an existing Vietnamese bank — where total foreign ownership is capped at 30% of charter capital. Licensing conditions are set out in Article 29 of Law 32/2024/QH15 on Credit Institutions (effective 01/7/2024), and the State Bank of Vietnam processes dossiers within 180 days (Article 31, Clause 1).
1. Applicable legal framework
- Law 32/2024/QH15 on Credit Institutions (18/01/2024, effective 01/7/2024) — replacing the 2010 Law on Credit Institutions. The new law sets out dedicated, detailed conditions for 100% foreign-owned credit institutions in Article 29, Clause 2.
- Decree 86/2019/ND-CP (effective 15/01/2020) on statutory capital levels — replacing Decrees 141/2006 and 10/2011. Note: do not cite Decree 141/2006, which has been replaced.
- Decree 01/2014/ND-CP (amended by Decree 69/2025/ND-CP of 18/3/2025) on foreign investors purchasing shares of Vietnamese credit institutions.
- “Banking” is on the list of sectors subject to conditional market access for foreign investors (Section B(4), Appendix I of Decree 96/2026/ND-CP).
2. Legal form and statutory capital
Joint-venture and 100% foreign-owned credit institutions are established and organized as limited liability companies (Article 6, Clause 4 of Law 32/2024). The statutory capital for a commercial bank is VND 3,000 billion (Article 2, Clause 1 of Decree 86/2019/ND-CP) — charter capital at establishment may not be lower than this level.
3. Licensing conditions (Article 29)
Clause 1 — general conditions:
- (a) Minimum charter capital equal to the statutory capital level;
- (b) The owner (for single-member LLCs), founding shareholders or founding members that are legal entities are operating lawfully and are financially capable; individuals have full civil act capacity and financial commitments;
- (c) Managers, executives and members of the Supervisory Board meet the standards in Article 41;
- (d) A charter consistent with the Law;
- (dd) A feasible establishment proposal and business plan that does not threaten the safety of the credit institution system and does not create monopoly or restrict competition.
Clause 2 — additional conditions for 100% foreign-owned credit institutions:
- (b) The foreign credit institution is licensed to conduct banking activities under the laws of its home country;
- (c) The activities planned in Vietnam are activities the foreign credit institution is permitted to conduct in its home country;
- (d) Meeting the State Bank Governor’s requirements on total assets and financial standing, as well as the home country’s prudential requirements;
- (dd) A written commitment to support the Vietnamese entity in finance, technology, governance, administration and operations; ensuring the real value of charter capital remains no lower than the statutory capital;
- (e) The home-country competent authority has signed an agreement with the State Bank of Vietnam on banking inspection, supervision and supervisory information exchange, plus a written commitment to consolidated supervision in line with international practice.
4. Licensing authority and processing timeline
The licensing authority is the State Bank of Vietnam (the Governor). Dossiers and procedures for first-time issuance and re-issuance are prescribed by the Governor (Article 30). Within 180 days of receiving a complete and valid dossier, the State Bank grants or refuses the license (Article 31, Clause 1); a refusal must be notified in writing with reasons stated. After licensing, the credit institution publishes its commencement information (Article 33) and commences operations as prescribed (Article 34).
5. Mandatory distinction: new 100% foreign-owned bank vs. acquiring shares in a Vietnamese bank
These are two different routes under two different legal regimes:
- Establishing a new 100% foreign-owned bank: 100% ownership, LLC form, conditions under Article 29 of Law 32/2024 as in section 3.
- Acquiring shares in an existing Vietnamese commercial bank: total foreign ownership may not exceed 30% of charter capital (Article 7, Clause 5 of Decree 01/2014, amended by Decree 69/2025). Exceptions: weak credit institutions under the Prime Minister’s decision; banks receiving mandatory transfer may exceed 30% but not 49%; non-bank credit institutions capped at 50%.
Read more: Foreign Investors Contributing Capital and Buying Shares in Vietnam: Conditions and Procedures.
6. Key notes
- Licensing conditions are in Article 29 (not Article 68); the 180-day timeline is Article 31, Clause 1 — cite the correct articles.
- Do not cite Decree 141/2006/ND-CP (replaced by Decree 86/2019).
- This article does not assert a “two-step procedure” (in-principle approval then licensing) under Law 32/2024, as the detailing instrument has not been verified; nor does it state a license validity period.
7. Frequently asked questions
What is the minimum capital for a wholly foreign-owned bank in Vietnam?
VND 3,000 billion — the statutory capital for a commercial bank (Article 2, Clause 1 of Decree 86/2019/ND-CP).
Which article governs licensing conditions?
Article 29 of Law 32/2024/QH15 on Credit Institutions: Clause 1 sets general conditions, Clause 2 adds conditions specific to 100% foreign-owned credit institutions.
How long does licensing take?
180 days from receipt of a complete and valid dossier (Article 31, Clause 1). A refusal must be notified in writing with reasons.
Can foreign investors own 100% by buying shares in a Vietnamese bank?
No. When acquiring shares in an existing Vietnamese commercial bank, total foreign ownership may not exceed 30% of charter capital (except special cases).
Note: This article provides reference information only and is not legal advice. The content was researched from statutory legal texts and drafted by AI; it will undergo FLAT Law Firm’s QA council review and approval before publication; it is not legal advice from a human lawyer. Regulations may change; please check the current legal texts before relying on this information.
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