Foreign investor buying shares in Vietnam: when must the purchase be registered first?

A foreign investor buying shares or an LLC stake in a Vietnamese company faces one more layer than a domestic buyer. The buyer must meet the market access conditions, the defence and security conditions and the land conditions (Article 21(2) of the Law on Investment 143/2025/QH15). In three defined cases the company must register the contribution or purchase with the investment registration authority before the change of members, and that authority has 10 working days from receipt of a valid file to notify the result (Article 21(3) of the Law on Investment; Article 76(4) and (5) of Decree 96/2026/ND-CP). Only then does the company register the change of members, or notify the change of foreign shareholders if it is a joint-stock company, and the foreign investor's rights and obligations arise when that procedure is completed (Article 76(6)).

This article covers only what is specific to a foreign buyer, for both LLC stakes and joint-stock shares. The general steps (offer to existing members, agreement, registration file) are in the guide to the transfer of capital contribution in a Vietnamese LLC, and tax where the seller is foreign is in the article on corporate income tax on capital transfer. For background see the handbook entries on M&A in Vietnam and FDI companies in Vietnam.

Who counts as a foreign investor when buying capital?#

Besides foreign individuals and organisations, an economic organisation must meet the conditions and follow the procedure for a foreign investor when it buys capital in another economic organisation if (Article 20(1) of the Law on Investment; Article 16(1)(b) of Decree 96/2026/ND-CP):

• a foreign investor holds more than 50% of its charter capital, or a majority of the general partners of a partnership are foreign individuals;
• an economic organisation in the first category holds more than 50% of its charter capital; or
• a foreign investor together with an economic organisation in the first category holds more than 50% of its charter capital.

In short, a Vietnamese company more than 50% foreign-owned is still treated as a foreign investor when it buys capital elsewhere. An economic organisation outside these cases follows the conditions and procedure for domestic investors (Article 20(2)). A Vietnamese citizen who also holds foreign nationality may choose to follow the conditions and procedure for a domestic investor or for a foreign investor (Article 16(2) of Decree 96).

Conditions the foreign buyer must meet#

An investor has the right to buy shares or a stake in an economic organisation (Article 21(1) of the Law on Investment). A foreign investor's purchase must meet (Article 21(2); Article 75(4) of Decree 96/2026/ND-CP):

• Market access conditions under Article 8 of the Law on Investment. A foreign investor is subject to the same conditions as a domestic investor, except in sectors on the List of sectors with restricted market access (Article 8(1) and (2)). The conditions on that list include the foreign investor's ownership of charter capital, the form of investment, the scope of investment, the capability of the investor and its partners, and other conditions in law or treaties (Article 8(3)). The list is published in Appendix I to Decree 96 (Article 15(1)). So whether a foreigner can buy 100% of a company depends on its specific sector; check Appendix I sector by sector, as explained in market access conditions for foreign investors in Vietnam.
• Defence and security requirements under the Law on Investment and related law.
• Land law rules on the conditions for receiving land use rights and for using land on islands, in border communes, wards and special zones and in coastal communes and wards. Decree 96 adds defence, security and land-use conditions for a company that holds a land use right certificate in those areas, except a company carrying out a project in an industrial park, export processing zone, high-tech park or economic zone established under Government rules (Article 75(4)(b)).

A foreigner who receives capital by exchange, gift or another transfer of ownership, or by inheritance, must also meet these conditions and follow the procedure for a foreign investor contributing capital or buying shares or a stake (Article 75(5)).

Foreign investor buying shares: when must the purchase be registered first?#

A foreign investor must register the contribution or purchase before the change of members or shareholders in one of three cases under Article 21(3) of the Law on Investment:

1. The purchase increases the foreign investors' ownership in a company operating in a sector with conditional market access for foreign investors.
2. The purchase results in a foreign investor, or an economic organisation under points (a), (b) and (c) of Article 20(1), holding more than 50% of charter capital: either moving from 50% or less to above 50%, or, where a foreign investor already holds more than 50%, increasing that holding.
3. The company holds a land use right certificate on an island, in a border commune, ward or special zone, a coastal commune or ward, or another area affecting defence and security.

In these prior registration cases, signing and changing the members before the registration result is the wrong order. In all other cases the company registers the change of members or shareholders directly with the business registration office; the investor may still choose to register the purchase if it wishes (Article 76(2) of Decree 96/2026/ND-CP). Either way, the buyer must still meet the conditions above.

The registration file and the review period for a foreign investor buying shares#

The company submits one set to the investment registration authority where it is headquartered (Article 76(3) of Decree 96/2026/ND-CP), containing:

• A registration document stating the company's registration details, sectors, the list of owners, members and shareholders, the foreign investor's ownership before and after the deal, the expected transaction value and, if any, the company's investment project.
• Legal-status documents of the buyer and of the company.
• An in-principle agreement on the contribution or purchase, between the foreign investor and the company, or between the foreign investor and a shareholder or member.
• Information on land use right documents, or a copy of the land use right certificate, in the defence and security land case.

For the first two cases in Article 21(3), the authority reviews the conditions and notifies the investor within 10 working days of receiving a valid file (Article 76(4)). In the defence and security land case, the authority consults the provincial military command and provincial police within 2 working days, those bodies reply within 5 working days (silence counts as agreement), and the total review period remains 10 working days from receipt of a valid file (Article 76(5)). The notice is sent to the foreign investor and the company.

After approval: how a foreign investor buying shares completes the change#

The company completes the change of members or shareholders at the business registration office under company law, and the foreign investor's rights and obligations arise when this procedure is completed (Article 76(6) of Decree 96). The route depends on the company type.

• LLC with two or more members. The file under Article 45(2) of Decree 168/2025/ND-CP (detailed in the general guide) includes, for a foreign organisation as the new member, a copy of its legal documents consularly legalised (or apostilled, see Foreign documents below) and a copy of the investment registration authority's approval where prior registration was required. From 23 July 2026, if the registration office can retrieve the approval from a database it may not require it to be filed again; if it cannot, or the data is incomplete, the applicant must supply it (Article 4(7) of Decree 168/2025/ND-CP, added by Article 1(2) of Decree 296/2026/ND-CP). Replacement of file components by data retrieval takes effect according to a notice on the National Business Registration Portal.
• Single-member LLC. Where the owner sells all the capital to one individual or organisation, the buyer files; for a foreign organisation as the new owner the legal documents must also be consularly legalised or apostilled (Article 46(1) of Decree 168/2025/ND-CP).
• Unlisted joint-stock company. The company does not register a change of members; it files a notice of change of shareholders for the foreign shareholder (except listed companies and companies registered for securities trading). Shares transfer by agreement or on the securities market, and the transferee becomes a shareholder when entered in the shareholder register (Article 127(2) and (6) of the Law on Enterprises).

For a change of shareholders in a joint-stock company, two notification deadlines exist side by side. First, the company must notify the registration office in writing within 10 days of a change concerning a foreign shareholder entered in the shareholder register, and the office has 3 working days to make the change (Article 31(3) and (4) of the Law on Enterprises; Article 51 of Decree 168/2025/ND-CP). Second, an unlisted joint-stock company must notify the registration office no later than 3 working days after it learns of, or there is a change in, a foreign individual shareholder's name, nationality, passport number, contact address, number of shares and class of shares, or a foreign organisational shareholder's name, enterprise code, head office address, number and class of shares and its authorised representative's details (Article 176(3) of the Law on Enterprises, as amended by Article 1(22) of Law 76/2025/QH15; Article 54(1) of Decree 168/2025/ND-CP). A share transfer changes the foreign shareholder's number of shares, so a deal will often trigger both deadlines; Decree 296/2026/ND-CP leaves both unchanged. The texts do not say whether one filing can serve as both notices; our recommendation is to file within the shorter deadline (3 working days) and to confirm the approach with the Business Registration Office.

The file under Article 51 contains the notice, the list of foreign shareholders after the change, the share transfer agreement or gift agreement, or proof of contribution where the foreign investor buys privately placed shares, the legal documents of a new organisational shareholder (for a foreign organisation: consularly legalised or apostilled, see Foreign documents below) and the investment authority's approval where required (Article 51(1) of Decree 168/2025/ND-CP, point (c) as amended by Article 10 of Decree 296/2026/ND-CP).

Foreign documents: legalisation, Apostille and translation#

Foreign-language documents need a Vietnamese translation (Article 10(2) of Decree 168/2025/ND-CP). From 23 July 2026 it is enough for the translator's signature to be certified; the earlier requirement of a "notarised translation" has been replaced (Article 19(1) of Decree 296/2026/ND-CP). For public documents from a country that is party to the Apostille Convention and has treaty relations with Vietnam, an Apostille replaces consular legalisation from 11 September 2026 (Articles 25(2) and 34 of Decree 293/2026/ND-CP). Vietnamese agencies may not demand further consular certification or legalisation of a public document bearing a valid Apostille (Article 25(3)) while Article 26 lists the cases in which such a document is refused (the receiving agency still reviews and checks the document under Article 33(2)(a)); so the words "consular legalisation" that remain in Articles 45, 46 and 51 of Decree 168 do not entitle the registry to require legalisation of an apostilled public document. Where needed, the receiving agency checks the certificate in the issuing country's electronic register (Article 27(2)). What remains uncertain is only the working practice of each registration office, so ask before filing. For an apostilled public document not in Vietnamese, Article 27(1) of Decree 293/2026/ND-CP requires a translation that is notarised or certified under Vietnamese law, unless specialised legislation provides otherwise. For enterprise registration files the specialised rule is Article 10(2) of Decree 168/2025/ND-CP (as amended), so a translation with a certified translator's signature is enough; the two rules therefore do not conflict. If the translation will also be used for other purposes (for example an investment file), check that purpose's own requirement.

Tax, beneficial owner and the overall timeline#

• Foreign seller. When a foreign organisation or non-resident foreign individual transfers capital to a Vietnamese organisation or resident individual, the transferee determines, declares, withholds and pays the seller's tax (Article 17(6)(b) of the Law on Tax Administration 108/2025/QH15). Rates and filing are in the article on corporate income tax on capital transfer.
• Beneficial owner. If, after the deal, the beneficial-owner information or the declared ownership percentage changes, the company must notify the change within 10 days (Article 52(1) of Decree 168/2025/ND-CP). The test is explained in the handbook entry on the beneficial owner.
• The company's investment project. If the company holds an Investment Registration Certificate, check whether the deal changes its contents; see the handbook entry on the IRC.

For timing, add the time to prepare the file and the in-principle agreement, up to 10 working days for the investment registration authority, and then 3 working days for the registration office to register the change of members (LLC) or make the change after the notice (joint-stock company), if the file is valid. An LLC with two or more members selling to an outsider must also allow the 30-day offer to the remaining members.

LexData's capital contribution and share purchase service covers checking the foreign buyer's conditions, drafting the in-principle agreement and the registration file, and registering the change of members or shareholders.