Update on new regulations in June 2025

Our Newsletter #35 would lead you on the following:

LEGAL UPDATE

I. Purchasing shares of foreign investors in Vietnamese credit institutions

On 18 March 2025, the Government issued Decree No. 69/2025/ND-CP amending and supplementing a number of articles of Decree No. 01/2014/ND-CP on foreign investors purchasing shares of Vietnamese credit institutions (“Decree 69”), effective from 19 May 2025, with a number of important new points related to foreign investors’ share purchase activities as follows:

1. Form of share purchase for foreign investors

Decree 69 has expanded the form of foreign investors’ share purchase as follows:

1. Foreign investors purchase shares from shareholders of joint stock credit institutions;
2. Foreign investors purchase shares in cases where credit institutions offer shares for sale, issue shares to increase charter capital or sell treasury stocks purchased by credit institutions before 01 January 2021;
3. Foreign investors purchase shares if a credit institution converts its legal form into a joint stock credit institution.

2. Share ownership ratio for foreign investors

According to Decree 69, the foreign investors’ share ownership ratio at Vietnamese credit institutions is amended as follows:

1. The shareholding ratio of a foreign individual shall not exceed 5% of the charter capital of a Vietnamese credit institution;
2. The shareholding ratio of a foreign organization shall not exceed 15% of the charter capital of a Vietnamese credit institution, except for the case specified in item (iii) of this item;
3. The shareholding ratio of a foreign strategic investor shall not exceed 20% of the charter capital of a Vietnamese credit institution;
4. The shareholding ratio of a foreign investor and a related person of that foreign investor shall not exceed 20% of the charter capital of a Vietnamese credit institution;
5. The total shareholding ratio of foreign investors shall not exceed 30% of the charter capital of a Vietnamese commercial bank, except for cases specified in items (vi) and (vii) of this part or during the implementation period of the compulsory transfer plan as prescribed. The total shareholding ratio of foreign investors shall not exceed 50% of the charter capital of a Vietnamese non-bank credit institution, except for cases specified in item (vi) of this part;
6. In special cases to ensure the safety of the credit institution system, the Prime Minister shall decide on the shareholding ratio of a foreign organization, a foreign strategic investor, or the total shareholding level of foreign investors in a weak or struggling joint-stock credit institution exceeding the limits prescribed in items (ii), (iii), (v) of this part for each specific case;
7. The total shareholding level of foreign investors in a commercial bank receiving a compulsory transfer (excluding commercial banks in which the State holds more than 50% of the charter capital) may exceed 30% but not exceed 49% of the charter capital of the commercial bank receiving a compulsory transfer according to the approved compulsory transfer plan and implemented within the term of the compulsory transfer plan;
8. The shareholding ratio specified in items (i), (ii), (iii), (iv), (v), (vi) and (vii) of this part includes the capital portion that foreign investors entrust to other organizations and individuals to purchase shares;
9. Foreign investors converting convertible bonds of Vietnamese credit institutions into shares must ensure the shareholding ratio and shareholding conditions as prescribed in Decree 69.

3. Obligations of foreign investors

Decree 69 adds new regulations on obligations for foreign investors, including:

1. When a foreign investor purchases additional shares offered by a credit institution corresponding to the ratio of common shares of each shareholder in the credit institution that exceeds the limit on foreign investor shareholding ratio according to Item I.2, the following shall be implemented:
   1. If a foreign investor, a foreign investor or a related person exceeds the limit, within a maximum period of 6 months from the time of exceeding the limit, the foreign investor must reduce the shareholding ratio, ensuring compliance with the limit under Item I.2.
   2. If the total shareholding of foreign investors exceeds the limit, foreign investors are not allowed to purchase additional shares of that credit institution until the total shareholding of foreign investors complies with Item I.2.
      • Of note: When performing the obligations at Item I.3.(i).(a) above, the following obligations do not apply to foreign investors:
      • Foreign strategic investors are not allowed to transfer their shares in a Vietnamese credit institution to other organizations or individuals within a minimum period of 5 years from the date of becoming a strategic investor of a Vietnamese credit institution as stated in the approval document of the State Bank of Vietnam; and
      • A foreign investor that is an organization owning 10% or more of the charter capital of a Vietnamese credit institution is not allowed to transfer its shares to another organization or individual within a minimum period of 3 years from the time of owning 10% or more of the charter capital of that credit institution.
2. From the end of the mandatory transfer period, foreign investors are not allowed to purchase additional shares of the commercial bank receiving the mandatory transfer (except in cases where the commercial bank receiving the mandatory transfer offers shares to existing shareholders or the foreign investor sells the shares it owns in the commercial bank receiving the mandatory transfer to another foreign investor according to an agreement) until the total share ownership of foreign investors in the commercial bank receiving the mandatory transfer is lower than 30% of the charter capital.

II. Using and managing invoices and documents in the purchase and sale of goods and provision of services

On 20 March 2025, the Government issued Decree No. 70/2025/ND-CP amending and supplementing Decree No. 123/2020/ND-CP regulating invoices and documents (“Decree 70”) effective from 01 June 2025, with important contents on electronic invoices as follows:

1. E-invoice generated by POS cash register

Decree 70 has amended and supplemented regulations on e-invoices generated by POS cash registers as follows:

1. Household businesses, individual businesses with revenue of VND01 billion/year or more, and businesses selling goods and providing services directly to consumers (such as shopping malls, supermarkets, retail, food and beverage, restaurants, hotels, passenger transport, entertainment, cinemas, personal services, etc.) must use e-invoices generated by POS cash registers connected to transfer data to tax authorities.
2. E-invoices generated by POS cash registers connected to electronic data transfer with tax authorities must ensure the following principles:
   1. It must be possible to identify invoices printed from POS cash registers connected to electronic data transfer with tax authorities;
   2. Digital signatures are not required;
   3. Expenses for purchasing goods and services using invoices (or photocopying invoices or looking up information from the General Department of Taxation’s Electronic Information Portal on invoices) generated by POS cash registers shall be considered as having sufficient lawful invoices and documents for tax declaration purposes.
3. E-invoices generated by POS cash registers have the following contents:
   1. Seller’s name, address, tax identification number (“TIN”);
   2. Buyer’s name, address, TIN/personal identification number/ telephone number (if requested by the buyer);
   3. Name of goods, services, unit price, quantity, payment price. In case organizations and enterprises pay tax using credit-invoice method, they must clearly state the selling price excluding value added tax (“VAT”), VAT rate, VAT amount, total payment amount including VAT;
   4. Time of invoice issuance;
   5. Tax authority’s identification code or electronic data so that buyers can retrieve and declare e-invoice information generated by POS cash registers.

Seller must send e-invoices to buyers through electronic means (text message, email and other forms) or provide a link or QR code for the buyer to access and download the e-invoice.

2. Cases of suspension of e-invoice usage

Decree 70 has amended and supplemented the following cases of enterprises, economic organizations, other organizations, household businesses, and individual businesses shall cease using authenticated e-invoices, unauthenticated e-invoices or e-invoices generated by POS cash registers in the following cases:

1. An enterprise, economic organization, other organization, household business or individual business has its TIN invalidated;
2. An enterprise, economic organization, other organization, household business or individual business is not operating at the registered address as verified and announced by the tax authority;
3. When enterprises, economic organizations, other organizations, business households, and business individuals temporarily suspend business operations; temporarily suspend the use of e-invoices according to documents sent to tax authorities; household businesses and individual businesses convert the method from declaration to lump-sum method or pay taxes each time they arise according to the tax authority’s notice;
4. An enterprise, economic organization, other organization, household business or individual business ceases using e-invoices according to the tax authority’s notice for the purpose of enforcement of payment of tax debts;
5. In cases using e-invoices to sell smuggled goods, prohibited goods, counterfeit goods, goods that infringe intellectual property rights, and being detected by competent authorities and notified to tax authorities;
6. In cases issuing fraudulent e-invoices for non-existent goods or services to appropriate funds from organizations or individuals, as discovered, prosecuted, and notified to the tax authority by competent authorities; the police, the prosecutor’s office, and the court shall request the tax authority in writing to suspend the subject’s use of e-invoices;
7. When the business registration authority of competent state agency requests an enterprise to temporarily suspend its business in a conditional business line when it discovers that the enterprise does not meet the business conditions prescribed by law or the competent agency discovers and notifies the tax authority that the taxpayer has committed a violation of the law on tax and invoices;
8. When enterprises, economic organizations, other organizations, household businesses, and individual businesses that are using e-invoices generated by POS cash registers and change their business lines, resulting in not meeting the conditions for using e-invoices generated by POS cash registers according to these regulations, the tax authority shall issue a notice to the taxpayer to stop using e-invoices generated by POS cash registers;
9. During the inspection or audit, if the tax authority determines that the taxpayer committed tax evasion, the taxpayer was established to illegally purchase and use e-invoices or illegally use e-invoices to evade taxes according to regulations, the tax authority shall issue a notice to suspend e-invoice usage; and
10. If the taxpayer is assessed as having a very high level of tax risk, the tax authority shall suspend the use of e-invoices in accordance with regulations.

III. Investment projects under the public-private partnership model

On 28 March 2025, the Government issued Decree No. 71/2025/ND-CP amending and supplementing a number of articles of Decree No. 35/2021/ND-CP detailing and guiding the implementation of the Law on Investment under the public-private partnership method (“Decree 71”) effective from 28 March 2025, with a number of important contents on investment projects under the public-private partnership method (“PPP Project”) as follows:

1. Appraisal cost of PPP Projects

Decree 71 supplements regulations on specific appraisal cost as follows:

1. Appraisal cost includes remuneration for members of the Appraisal Council, the standing body of the Appraisal Council and other supporting groups of the Appraisal Council (if any); costs of organizing meetings, stationery, field surveys (if any), other related costs, contingency costs; excluding appraisal costs;
2. If an Appraisal Council is not established, the appraisal cost of the unit assigned to the appraisal task include the costs of organizing meetings, stationery, and field surveys (if any) according to the corresponding norms prescribed in item (ii) of this part. and is allocated from public investment capital, regular expenditures, and other legal capital sources. For projects applying BT contracts that do not require payment, the cost of appraising the feasibility study report and the draft contract is allocated from the regular expenditures of the unit assigned to appraise;
3. The cost of appraisal shall be determined as 20% of the normative or estimated cost of the verification of the project documentation; and
4. Appraisal cost is allocated to the members participating in the appraisal, the standing body of the Appraisal Council, and other support groups of the Appraisal Council (if any); other costs will ensure the appraisal work.

Note: Appraisal costs prescribed in this section are allocated from public investment capital, regular expenditures, other legal capital sources and are paid by the PPP Project preparation unit or the focal agency receiving project proposal documents (if the investor proposes the project) according to the provisions of the appraisal consulting contract and the proposal of the standing body of the Appraisal Council.

2. Supplementing solutions for early termination of PPP project contracts

Decree 71 has added a number of solutions when the PPP Project contracts are terminated before the specific deadline as follows:

1. When a PPP Project contract is terminated before the deadline and a replacement investor needs to be selected to sign a new contract, the contracting agency shall notify the lender of the coordination in determining the investor proposed to be appointed as the replacement investor. The designation of the replacement investor shall be carried out in accordance with the regulations on determining the designated investor and implementing the designation of the investor as prescribed in Decree 35/2021/ND-CP;
2. Conversely, when the PPP Project contract is terminated before the deadline and no replacement investor is selected, the following shall be done:
   1. For projects that are under construction and require the use of public investment capital to invest in the construction of the remaining works, the competent authority shall report to the Provincial People’s Committee for consideration and termination of the PPP Project contract.
   2. For the PPP Project under the authority of the National Assembly or the Prime Minister to decide on investment policy authority to terminate the contract for projects, the Prime Minister shall delegate authority to the Minister, head of a central agency, other agency (in the capacity of the head of the competent authority) or the Provincial People’s Committee to decide on the termination of the PPP Project contract.
   3. For projects in the operation and business phase, the competent authority shall simultaneously organize the management, operation and maintenance of the works and infrastructure systems until the competent authority assigns an agency or unit to receive them in accordance with the provisions of Decree 71;
   4. Annually, the competent authority shall report to the Prime Minister on the implementation of the assigned tasks in item (ii).a and (ii).b of this part (if any), and send it to the Ministry of Finance to report to the Prime Minister in the summary report on the implementation of investment activities under the PPP method.

Note: In the case of items (ii).a and (ii).b, the document allowing the termination of the PPP Project contract is also the document stopping the investment policy under the PPP method. The competent authority shall consider and decide to establish a project using public investment capital according to the provisions of the Law on Investment under PPP method.

3. Compensation costs and early termination of PPP Project contracts

Decree 71 amends and supplements the compensation costs and early termination of PPP Project contracts as follows:

1. The PPP Project contracts must stipulate the payment responsibilities of the parties, the formula or method of determining compensation costs, and early termination of the contract according to the cases of termination of the PPP Project contract prescribed in the Law on Investment under the PPP method 2020;
2. Procedures and costs for acquiring PPP Project enterprises shall comply with the provisions of law on management and use of state capital invested in production and business at enterprises;
3. After the parties have agreed on the conditions for early termination of the project contract, the contracting agency shall report to the competent authority for consideration and decision on cases where payment of handling costs must be made when terminating the contract early; the method, value, and source of capital used to pay to the investor or project enterprise if it is the responsibility of the State.

The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. We would love to hear from you.

Date: 27 June 2025

Writer: BLawyers Vietnam

Legal News and Update Team

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Newsletter #35 (EN version)

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