1. Foreign ownership in Vietnamese credit institutions

On 18 March 2025, the Government issued Decree No. 69/2025/ND-CP (“Decree 69”) amending Decree No. 01/2014/ND-CP dated 3 January 2014 (“Decree 01”) on purchase by foreign investors of shares in Vietnamese credit organisations. Decree 69 takes effect from 19 May 2025. The highlights of Decree 69 are as follows.

Expanded scope

Decree 69 expands the applicability of the regulations on the purchase by foreign investors of shares in Vietnamese credit institutions to economic organisations with foreign investment capital (or FIEs) subject to the same conditions and investment procedures applicable to foreign investors upon investment, capital contribution or purchase of shares in accordance with laws. The holding shares by such FIEs shall be taken into account to calculate the cap of foreign ownership in Vietnamese credit institutions.

New definitions of foreign individual, foreign organisation, and weak credit institution facing difficulty

While the concept of “foreign investors” continues to encompass both foreign organisations and foreign individuals, Decree 69 revises the definition of “foreign individual” to mean an individual holding foreign nationality. Furthermore, the definition of “foreign organisation” is narrowed to cover only organisations established under foreign laws and conducting business investment activities in Vietnam. These revised definitions align with those set out in the Law on Investment.

Decree 69 also introduces a definition of “weak credit institution facing difficulty”, which includes: (i) credit institutions placed under special control by the State Bank of Vietnam (SBV); (ii) commercial banks subject to compulsory transfer; or (iii) credit institutions that are rated “weak” according to the latest rating results of the SBV.

Foreign ownership ratio

Decree 69 retains the general cap of 30% on total foreign ownership in a Vietnamese commercial bank as under Decree 01, except in the following circumstances:

• The Prime Minister may determine a different foreign ownership limit in weak credit institutions facing difficulties in exceptional cases to ensure the safety of the credit institution system.
• The total foreign ownership in a commercial bank receiving compulsory transfer (excluding commercial banks in which the State holds more than 50% of charter capital) may exceed 30% but shall not exceed 49% of the charter capital of that bank according to the approved compulsory transfer plan and within the period for implementation of the compulsory transfer plan. Upon the expiry of that implementation period, foreign investors are not entitled to purchase more shares in such a bank (except where the bank offers shares to existing shareholders, or where a foreign investor sells its existing shares in such bank to another foreign investor by agreement) until the total foreign ownership in that bank falls below 30% of the charter capital.

For non-bank credit institutions, the foreign ownership limit will be capped at 50% of the charter capital, with the exception of restructuring weak credit institutions facing difficulties.

Other amendments

Decree 69 introduces two obligations for foreign investors if they purchase newly offered shares in proportion to the ordinary shareholding ratio of each shareholder in the credit institution that causes the exceed of the foreign ownership limits prescribed in Article 7 of Decree 01 (as amended). First, any foreign investor, or a foreign investor and its related persons, holding shares that exceed the prescribed limit must reduce its shareholding to comply with the prescribed limit within 6 months from the date when the limit is exceeded. Second, when the total foreign ownership exceeds the prescribed limits, foreign investors are not allowed to purchase more shares of that credit institution until compliance with the prescribed limits is restored.

Credit institutions are required to fully and promptly report to the relevant authorities information about the purchase of their shares by foreign investors and FIEs subject to the same conditions and investment procedures applicable to foreign investors.

2. Invoices

On 20 March 2025, the Government issued Decree No. 70/2025/ND-CP (“Decree 70”), amending Decree No. 123/2020/ND-CP dated 19 October 2020 (“Decree 123”) on invoices and records. Decree 70 takes effect from 1 June 2025. Some key changes of Decree 70 are highlighted below.

Invoices for exported goods and services

Decree 70 allows exporters to use e-commercial invoices when exporting goods or providing services overseas if they satisfy the conditions required for transmitting data of e-invoices to the tax authority by electronic means. E-commercial invoices must comply with the content and formal requirements set out in Article 10 and Article 12 of Decree 123 (as amended by Decree 70).

If exporters fail to satisfy the conditions required for transmitting data of e-invoices to the tax authority by electronic means, they shall instead issue either electronic value-added invoices or electronic sales invoices for their exported goods or services.

Time for issuing invoices

Decree 70 additionally provides that for the export of goods, the seller can determine the time for issuing e-commercial invoices, electronic value-added invoices, or electronic sales invoices which, however, must not be later than the subsequent working day after the day on which goods are cleared from customs procedures. As for the provision of services, the time for issuing e-invoices provided under Decree 123 is extended to cover the provision of services to foreign organisations and individuals.

Besides, Decree 70 amends the time for issuing e-invoices for certain cases (such as crude oil exploration and exploitation, lending activities, foreign currency exchange agency services, etc.) as well as supplements the time for issuing e-invoices for insurance, lottery, casino and electronic games with prize business.

Registration of e-invoices

Business entities shall register to use e-invoices via e-invoice service providers. For enterprises which transmit the e-invoice data to the tax authority directly, they shall register to use e-invoices via the e-portal of the Department of Tax under the Ministry of Finance (as from 1 March 2025, the General Department of Tax has changed its name to the Department of Tax). The registration shall be made on Form No. 01/DKTD-HDDT issued together with Decree 70.

The e-portal of the Department of Tax shall automatically check information (including biometric characteristics) of the business entity’s legal representative with the data on the National Population Database or the Electronic Identification and Authentication System. Subject to the matching of the legal representative’s information and the data on the above Data or System and other certain conditions, the tax authority shall send a notice of accepting the registration.

For overseas suppliers conducting e-commercial business or digital platform-based business without a permanent establishment in Vietnam who voluntarily register to use e-invoices, they shall register to use e-invoices via the e-portal for overseas suppliers without a permanent establishment of the Department of Tax.

3. Electricity operating licences

On 4 March 2025, the Government issued Decree No. 61/2025/ND-CP (“Decree 61”) implementing the Law on Electricity on electricity operating licences. Decree 61 takes effect from the date of issuance.

Decree 61 specifies the conditions, dossiers and procedures for the issuance of electricity operating licences for the following activities: electricity generation, electricity transmission, electricity distribution, electricity wholesale and electricity retail. It also identifies the capacity thresholds below which an electricity operating licence is not required.

Under Decree 61, the Electricity Authority of Vietnam (EAV) under the Ministry of Industry and Trade shall issue licences for (a) electricity generation of nuclear power plants, offshore wind power plants, power plants located in two or more provincial-level administrative units (irrespective of capacity), and power plants with capacity according to the approved planning and its implementation plan: from 50MW or more for onshore and nearshore wind power plants and solar power plants, from 15MW or more for biomass power plants and waste-to-energy plants, from 5MW or more for other power sources (except for rooftop solar powers); (b) electricity transmission; (c) electricity distribution in two or more provincial-level administrative units or with voltage of 110 kV or higher; (d) electricity wholesaling and retailing in two or more provincial-level administrative units or with voltage of 22 kV or higher; (dd) applying for licences covering multiple fields, including field(s) under the licensing authority of the Ministry of Industry and Trade and the provincial-level People’s Committee; and (e) scope of the competitive electricity wholesale/retail market in two or more provinces. The provincial-level People’s Committee (or its authorised agency) shall issue licences for electricity operation with capacity below the thresholds for licensing by the EAV, including small-scale electricity generation with capacity according to the approved planning and its implementation plan, distribution, wholesaling and retailing, and rooftop solar powers within the provincial locality.

Licensed electricity entities or operation management entities are required to submit reports on the status of the electricity operations of the preceding year before 01 March every year. Such reports must submitted either in person or via postal service to the licensing authority and the provincial-level People’s Committee.

4. Allocation of sea areas

On 12 March 2025, the Government issued Decree No. 65/2025/ND-CP (“Decree 65”) to amend Decree No. 40/2016/ND-CP implementing the Law on Marine and Island Resources and Environment, and Decree No. 11/2021/ND-CP on the allocation of given sea areas to organisations and individuals for marine resource exploitation and use. Below are some key amendments of Decree 65 relating to the allocation of sea areas.

The allocation of sea areas is either under the authority of the Ministry of Agriculture and Environment, provincial-level People’s Committees or district-level People’s Committees, depending on the location and the purpose of the sea-using activity. The authority shall refuse to allocate sea areas in the cases listed in Decree 65 such as the sea areas proposed for use located in protection zones I of historical and cultural relics; sea-using activities seriously affect the basic investigation, scientific research and marine resource exploration, exploitation and use, which are lawful conducted in the maritime zones of Vietnam, etc.

Ordinarily, organisations and individuals must apply for and obtain a decision on sea area allocation from the relevant authority before the commencement of exploitation and use of marine resources. However, Decree 65 specifies activities for which organisations and individuals are not required to follow the procedures for the allocation of sea areas which include, among others: scientific research by foreign organisations/individuals with the permission of the competent authority under Article 19 of the Law on Marine and Island Resources and Environment; construction of works serving national and public interests by the State or by organisations/individuals using non-State-budget capital for non-profit purposes; exploring petroleum; and using sea areas for defence and security purposes. Those activities are exempted from sea area use fees.

The collection of sea area use fees shall be based on the purpose of sea area use stated in the licence for marine resource exploitation and use. Decree 65 shortens the time limit for first-time payment of sea area use fees (in case of choosing the method of annual payment) from 90 days to 30 days after the date of fee payment notification from the relevant tax authority.