The Law on Credit Institutions 2024 takes effect from July 1, 2024, there have been changes in the share ownership ratio of a shareholder, a shareholder and related persons, changing the way of determining Identify related persons and indirect share owners. Therefore, on November 29, 2024, the Governor of the State Bank issued Circular 52/2024/TT-NHNN, setting out specific requirements for commercial banks with shareholders owning shares. exceeding the rate specified in the Law on Credit Institutions. Accordingly, commercial banks (except for banks with early intervention or special control) must develop and implement a roadmap to ensure compliance with regulations on share ownership ratio.

I. Regulations limiting shareholder ownership of shares in banks:

Previously, institutional shareholders were not allowed to own shares exceeding 15% of the charter capital of a credit institution, and shareholders and related persons of that shareholder were not allowed to own shares exceeding 20% ​​of the capital. charter of a credit institution. However, the Law on Credit Institutions 2024 has made changes in the share ownership ratio in banks of shareholders from July 1, 2024, specifically as follows:

• An organizational shareholder may not own shares exceeding 10% of the charter capital of a credit institution.
• Shareholders and related persons of that shareholder may not own shares exceeding 15% of the charter capital of a credit institution.

II. Roadmap to comply with regulations limiting share ownership at commercial banks

Commercial banks must coordinate with shareholders and related people who own excess shares to redefine the compliance roadmap. The time to close data to determine the list of shareholders will be taken on June 30, 2024.

Accordingly, a commercial bank’s compliance roadmap must have at least the following contents:

• List of shareholders, stockholders and related people who own shares in excess of the ratio: Including full name, number of shares, share ownership ratio (including capital contribution and authorized shares). entrusted to another organization or individual), names of organizations or individuals receiving authorization, entrustment and relationship with shareholders…
• Deadline and milestones: Commercial banks need to clearly define implementation time and applicable measures
• Bank commitment: Commercial banks must commit to coordinating with shareholders, stockholders and related people to implement the compliance roadmap.

Commercial banks need to send a compliance roadmap to the State Bank Inspection and Supervision Agency, shareholders, stockholders and related persons within 120 days from the effective date of the Circular on January 15. /2025.

In addition, shareholders and groups of related shareholders who own more than the limit are not allowed to increase their shares until they comply with the ratio regulations, except in the case of receiving dividends in shares. They also have not received cash dividends for the number of shares held above the ceiling.

In case commercial banks, shareholders, shareholders and related persons do not comply with the compliance roadmap, depending on the nature and extent, the State Bank will consider and apply handling measures. according to the provisions of law.

III. Meaning of regulations on share ownership ratio at commercial banks

Prevent systemic risks: Limiting the ownership ratio helps spread risks, avoiding the situation where a large shareholder can cause negative impacts on the bank if financial problems occur.

Protecting the interests of retail investors: Limiting the ownership ratio of large shareholders helps protect the interests of small investors and prevents them from being dominated by large shareholders.

Ensuring transparency: Limiting ownership ratio helps increase transparency in bank operations, making it easier for regulators to monitor and control.

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