UPDATE ON KEY NEW REGULATIONS ON CAPITAL CONTRIBUTION AND SHARE ACQUISITION BY CREDIT INSTITUTIONS
Circular No. 60/2025/TT-NHNN
On 30 December 2025, the State Bank of Vietnam (“SBV”) issued Circular No. 60/2025/TT-NHNN regulating the conditions, dossiers and procedures for obtaining approval for capital contribution and share acquisition by credit institutions (“Circular 60”). Circular 60 takes effect from 13 February 2026 and replaces Circular No. 25/2024/TT-NHNN.
Circular 60 introduces a number of notable amendments aimed at streamlining administrative procedures, promoting digitalisation, and strengthening the ongoing compliance and internal governance responsibilities of credit institutions engaging in equity investments.
1. Digitalisation of approval procedures
Circular 60 formally incorporates digital solutions into the approval process for capital contribution and share acquisition. In particular, credit institutions may submit dossiers online via the National Public Service Portal and are permitted to use electronic documents and electronic signatures.
In addition, the SBV will proactively retrieve information on investee enterprises from the National Database on Enterprise Registration, thereby eliminating, in most cases, the requirement to submit copies of Enterprise Registration Certificates. Approval decisions issued by the SBV or the Agency for Banking Supervision and Inspection (“ABSI”) will be delivered in electronic form through online platforms.
These changes are expected to reduce administrative burdens, shorten processing times and enhance transparency.
2. Shift towards continuous compliance and enhanced internal governance
A key feature of Circular 60 is its shift in regulatory focus from point-in-time eligibility assessment to continuous compliance obligations.
Circular 60 removes the condition requiring that the actual value of charter capital must not be lower than statutory capital at both the application and completion stages. Instead, credit institutions are required to ensure and maintain that the actual value of charter capital is not lower than the statutory capital both before and after completion of the capital contribution or share acquisition.
Further, credit institutions are expressly required to maintain compliance with all applicable conditions for capital contribution and share acquisition not only at the time of application but also after completion. A corresponding obligation applies to the maintenance of conditions for capital increases in subsidiaries and affiliates.
These amendments place greater emphasis on internal governance, risk management and post-transaction monitoring by credit institutions.
3. Expanded reporting obligations
Circular 60 broadens the reporting obligations applicable to credit institutions. In addition to the requirement to report the completion of capital increases in subsidiaries and affiliates within five (05) days from the date on which the new charter capital is recorded on the relevant Enterprise Registration Certificate, credit institutions must now also report any change in ownership ratios of shares or contributed capital in such entities within five (05) days from the date of change.
This enhanced reporting regime reflects the SBV’s increased supervisory focus on transparency and group-level ownership structures.
4. Additional requirements in case of qualified audit opinions
Where a credit institution’s financial statements are subject to a qualified audit opinion, Circular 60 requires the institution to submit reasonable explanatory documents demonstrating that the qualified opinion does not adversely affect the satisfaction of conditions for capital contribution or share acquisition.
Importantly, such explanatory documents must be accompanied by confirmation from the auditing firm regarding the impact of the qualified opinion. This requirement is intended to enhance financial transparency and support the SBV’s prudential risk assessment.
5. Shortened statutory processing timeline
Circular 60 reduces the statutory timeline for processing approval dossiers from 45 days to 30 days, calculated from the date on which a complete and valid dossier is received by the SBV. This change is expected to facilitate more efficient transaction execution, provided that dossiers are properly prepared and complete.
6. Validity of approval decisions
Circular 60 removes the requirement that capital contribution, share acquisition or debt-to-equity conversion must be completed within 12 months from the date of approval. Instead, approval decisions issued by the SBV or ABSI are valid for a period of 12 months from the date of signing.
This amendment provides greater flexibility in transaction planning while maintaining regulatory oversight through a defined validity period.
7. Clarification of the role and authority of ABSI
Circular 60 designates ABSI as the centralised focal point for receiving and processing dossiers relating to approval procedures falling under the authority of both the SBV and ABSI. ABSI is also responsible for supervising compliance, reviewing reports and handling violations relating to the maintenance of conditions for capital contribution, share acquisition and capital increases in subsidiaries and affiliates.
Practical Implications
Circular 60 reflects the SBV’s consistent policy direction towards digitalisation, enhanced supervision and strengthened self-compliance obligations. Credit institutions should review and update their internal policies, transaction approval processes and reporting systems to ensure alignment with the new requirements. Particular attention should be paid to ongoing capital adequacy monitoring, ownership reporting and audit-related disclosures following transaction completion.
Authors
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Phan Quang Chung, Partner | Email: [email protected]
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Tran Hong Hanh, Legal Assistant | Email: [email protected]
Disclaimer
This publication is for general information purposes only and does not constitute, and should not be construed as, legal advice, a legal opinion or a recommendation on any specific matter or transaction. The information contained herein is based on regulations in force as of the date of publication and may be subject to change.
Readers should not act or refrain from acting on the basis of this publication without seeking specific legal advice from qualified professionals. No responsibility or liability is accepted by the authors or any associated organisation for any loss or damage arising from reliance upon the contents of this publication.