What is M&A in Vietnam? Deal forms, governing laws and rules for foreign buyers

What is M&A in Vietnam? No single definition, but a separate rule for each form

M&A (mergers and acquisitions) is the market term for deals that transfer ownership or control of a company, project or assets. In the Law on Enterprises 59/2020/QH14 as amended by Law 76/2025/QH15, the Investment Law 143/2025/QH15, Decree 96/2026/ND-CP, Decree 168/2025/ND-CP and the Competition Law 23/2018/QH14, we found neither the term M&A nor a dedicated M&A statute. Each form of deal sits under its own rules, so the first question in any transaction is which form this deal takes.

Two usages are easy to confuse:

• "Merger" in conversation is not "merger" in the law. Deal teams often call any acquisition a merger. Under the Law on Enterprises a merger means one or more companies transfer all their assets, rights, obligations and lawful interests to another company and cease to exist (Clause 1, Article 201). Most real transactions are share or capital purchases in which the target survives.
• "Acquisition" has two meanings. In the Competition Law, acquiring an enterprise means an enterprise directly or indirectly buying all or part of the capital or assets of another enterprise enough to control or dominate it or one of its business lines (Clause 4, Article 29). Article 51 of the Law on Enterprises is something different: a company repurchasing the capital of a member who voted against certain resolutions.

In the market, deals are also classified by purpose or manner: between companies in the same sector, along the same supply chain or in different sectors; share purchase or asset purchase; agreed or opposed by the target. These are market labels, not categories of the law, and they do not change the procedure, which follows the legal form in the table below. Public companies and sectors with their own laws (banking, insurance, securities and others) may add conditions and procedures; this entry has not checked those texts.

What is M&A in Vietnam in practice: deal forms and their laws

Structure decides what the buyer gets. In a share or capital purchase the buyer gets the whole company with every unresolved obligation. In a merger the receiving company inherits all rights and obligations (Point c, Clause 2, Article 201). In a project purchase the buyer inherits the rights and obligations of carrying out the project (Clause 2, Article 57 of Decree 96/2026) but not the seller's legal entity. That is why the scope of due diligence in Vietnam changes with the structure.

Buying shares or capital contributions: which law applies and who can block the deal?

This is the most common form. Check before signing:

• Limited liability company with two or more members. A member who wants to sell must first offer the interest to the other members in proportion to their holdings, on the same terms; it may sell to an outsider on those terms only if they do not buy, or do not buy all of it, within 30 days of the offer (Clause 1, Article 52). Point a of Clause 1 was amended by Clause 15, Article 1 of Law 76/2025/QH15 to state that the offer is made in proportion to the capital held by the remaining members. This pre-emption right does not apply in the cases in Clause 4 of Article 51 (the company cannot pay for capital it must repurchase); gifts and payment of debt with a capital contribution have their own rules in Clauses 6 and 7 of Article 53. The seller keeps its rights and obligations until the buyer's details are entered in the register of members (Clause 2, Article 52).
• Single-member limited liability company owned by an organisation. The owner decides on transferring part or all of the charter capital to another organisation or individual (Point h, Clause 1, Article 76).
• Joint stock company. Shares are freely transferable, with two exceptions. First, ordinary shares of founding shareholders for 3 years from the date the company received its Enterprise Registration Certificate: they may go to a non-founder only with the approval of the General Meeting of Shareholders, and the founding shareholder proposing the transfer has no vote on it (Clause 3, Article 120). The 3-year restriction does not apply to shares a founder acquires after company registration or to shares already transferred to a non-founder (Clause 4, Article 120). Second, restrictions in the charter, which are valid only if stated on the share certificate (Clause 1, Article 127). The transferee becomes a shareholder only when its details are entered in the share register (Clause 6, Article 127). Trading on the securities market follows securities law (Clause 2, Article 127) and is outside this entry.
• Filing after the transfer, by company type. The deadlines differ, so do not apply one deadline to every case:
  • A limited liability company with two or more members registers the change of members; the file includes the transfer contract or proof the transfer is complete (Point c, Clause 2, Article 45 of Decree 168/2025/ND-CP), within 10 days of the change (Clause 2, Article 30 of the Law on Enterprises). If the transfer leaves only one member, the company must organise itself as a single-member limited liability company and register the change within 15 days of completing the transfer (Clause 3, Article 52).
  • A single-member limited liability company changing owner: the transferee files the registration, with the transfer contract or proof the transfer is complete and, where the deal is registrable as foreign investment, the investment authority's document (Points c and d, Clause 1, Article 46 of Decree 168). Article 46 sets no separate filing deadline; the general rule in Clause 2, Article 30 of the Law on Enterprises is 10 days from the change to the content of the Enterprise Registration Certificate, and the timetable should assume it.
  • A non-listed joint stock company with foreign shareholders must notify no later than 3 working days after information on, or a change in, a foreign shareholder, including the number and type of shares (Clause 3, Article 176 of the Law on Enterprises, as amended by Clause 22, Article 1 of Law 76/2025/QH15; Clause 1, Article 54 of Decree 168). Clause 3 of Article 31 of the Law on Enterprises and Article 51 of Decree 168 (Point c, Clause 1 amended by Article 10 of Decree 296/2026/ND-CP) still state 10 days; the two overlap, so plan on the shorter deadline.
  • A joint stock company with no foreign shareholders: on the provisions we checked, a share transfer is entered in the share register (Clause 6, Article 127) and there is no separate filing to change shareholders with the business registration authority; the only separate notices are for founding shareholders who have not fully paid for their shares (Article 50 of Decree 168) and the beneficial owner update (see the risks section below).

A buyer of capital should also confirm that the capital was actually paid in: 90 days after the company receives its Enterprise Registration Certificate, a member who has not paid the committed capital automatically ceases to be a member (Clause 2 and Point a, Clause 3, Article 47). See charter capital in Vietnam and the service on capital contribution and share purchase.

Buying an investment project or assets: how is it different from buying a company?

When the buyer wants the project but not the company, the form is a transfer of an investment project. An investor may transfer all or part of a project to another investor if the conditions in Clause 1, Article 34 of the Investment Law 143/2025/QH15 are met: the project is not terminated under Clauses 1 and 2 of Article 36; a foreign recipient meets Clause 2 of Article 21; any conditions of land, housing and real estate business law are met; conditions stated in the investment policy approval or the Investment Registration Certificate are met; and a state-owned enterprise also follows the law on state capital.

A project approved under Article 23 or holding an Investment Registration Certificate is adjusted under Article 33; any other project is transferred under civil, enterprise, real estate and related law (Clause 2, Article 34). Under Decree 96/2026 the adjustment file includes the transfer contract or heads of terms, a report on project implementation and documents showing the recipient's financial capacity (Clause 5, Article 57). Where a project approved together with its investor is transferred in full before it starts operating, or the conditions on the investor change, the file goes to the Ministry of Finance or to the investment registration authority with power over the policy approval (Clause 6, Article 57). For a real estate business project, the adjustment under Article 57 must be combined with compliance with real estate business law; a real estate project that is not covered by an approval or Investment Registration Certificate as described above follows real estate business law for the authority, procedure, conditions and file for permission to transfer (Clauses 3 and 4, Article 57 of Decree 96/2026). See investment policy approval in Vietnam and the investment registration certificate.

Commercial contracts, licences and employees tied to the seller's entity do not automatically follow the project; the parties must deal with each. A purchase of single assets such as a factory building or machinery that is not an investment project falls under civil law and the sector law for that asset. See the service on investment project transfer.

Mergers, consolidations, division and separation: what differs from a share purchase?

These four forms are reorganisations of an enterprise under Chapter IX of the Law on Enterprises; conversion of company type belongs to the same group (Clause 31, Article 4) but does not by itself change the owner, so it is normally not a sale. The core difference is that a legal entity ceases to exist and rights and obligations move by operation of law, not only by the sale contract.

• Merger (Article 201). The companies prepare a merger contract (stating the labour plan and how capital contributions and shares convert) and a draft charter of the receiving company. Members or shareholders approve them, and the contract is sent to all creditors and employees are notified within 15 days of approval. Once the receiving company registers, the merged company ceases.
• Consolidation (Article 200). Similar, but the companies combine into a new company and the old ones cease; the new company inherits all rights and obligations.
• Division (Article 198). The divided company ceases once the new companies receive their certificates; the new companies are jointly liable for unpaid debts, labour contracts and other property obligations, or agree with creditors, customers and employees that one of them performs (Clause 4).
• Separation (Article 199). The separated company continues and moves part of its assets, rights and obligations to a new company; the two are jointly liable unless otherwise agreed (Clause 4).

Three further checks: competition, because mergers and consolidations must comply with the Competition Law (Clause 3, Article 200; Clause 3, Article 201); employees, because for division, separation, consolidation, merger, sale of an enterprise or transfer of assets affecting the jobs of many employees the employer must prepare a labour usage plan and both the current and the successor employer must carry it out (Clauses 1 and 2, Article 43 and Article 44 of the Labour Code 45/2019/QH14); and investment projects, because a company formed by reorganisation inherits the rights and obligations for the project and then files to adjust it (Clauses 1 and 2, Article 60 of Decree 96/2026). If the reorganised company has a foreign investor, or an organisation under Points a, b or c of Clause 1 of Article 20 of the Investment Law, as member or shareholder, it must also meet the conditions in Clause 2 of Article 21 of the Investment Law, including market access conditions; if it does not take over the project, the reorganisation file must include a commitment to meet the market access conditions for foreign investors (Clause 6, Article 60). In a plain share purchase the employer stays the same company, so that labour plan duty usually does not arise; that is our reading, because Article 43 does not address the case and it still depends on whether employees' jobs are affected. Employment contracts continue to bind the company as before.

In practice, mergers and consolidations are more common in restructurings inside a corporate group, while a deal between an independent buyer and seller is most often a share or capital purchase. That is market observation, not a rule. See the service on mergers and consolidations.

What is M&A in Vietnam when merger control applies?

The Competition Law calls this group of deals economic concentration: merger, consolidation, acquisition and joint venture between enterprises, plus other forms provided by law (Clause 1, Article 29). It does not ban every such deal; it bans only those that significantly restrict, or are likely to restrict, competition in the Vietnamese market (Article 30). Parties that meet a notification threshold must file with the National Competition Commission before proceeding (Clause 1, Article 33), and completing a deal before the required clearance is a violation (Clauses 2 and 3, Article 44).

From 1 July 2026 to the end of 28 February 2027 (earlier if a corresponding legal document is issued and takes effect; Clauses 1 and 4, Article 7), Resolution 66.18/2026/NQ-CP temporarily raises the first three thresholds of Decree 35/2020/ND-CP (assets, revenue or purchase turnover, and transaction value); the combined market share threshold stays at 20%. This entry does not repeat the figures, review timelines or fines; see what is economic concentration in Vietnam, and re-check the text in force on the signing date, especially for deals close to 28 February 2027. This filing is independent of a foreign buyer's investment registration and is commonly made a condition precedent to closing.

What is M&A in Vietnam step by step? A typical deal sequence

The steps below are market practice, not a legal requirement; order and timing vary. The last column shows where the law touches each step.

A foreign buyer's registration file must include a written agreement in principle on the capital contribution or share purchase (Point c, Clause 3, Article 76 of Decree 96/2026). Where registration applies, parties therefore often sign an agreement in principle, or a contract with conditions precedent, first and close after the investment registration authority gives notice. That is common practice, not something the law spells out.

When must a foreign investor buying shares meet conditions and register first?

A foreign investor buying shares or capital must meet the market access conditions (Article 8), defence and security requirements, and the land law conditions on receiving land-use rights on islands, in border areas and in coastal areas (Clause 2, Article 21 of the Investment Law 143/2025/QH15). The defence, security and land-use conditions do not apply to an economic organisation carrying out an investment project in an industrial park, export processing zone, hi-tech park or economic zone established under Government rules (Point b, Clause 4, Article 75 of Decree 96/2026/ND-CP). A foreign organisation or individual that receives shares or capital by exchange, gift, another transfer of ownership or inheritance must meet the same conditions and follow the same procedure as a buyer (Clause 5, Article 75); buying on the securities market follows securities law (Clause 2, Article 75).

A Vietnamese company in any of the following three groups must also meet the conditions and procedures that apply to foreign investors when it buys shares in or contributes capital to another company (Clause 1, Article 20): foreign investors hold more than 50% of its charter capital (Point a; for a partnership, a majority of general partners being foreign individuals); an economic organisation under Point a holds more than 50% (Point b); or foreign investors and an economic organisation under Point a together hold more than 50% (Point c). See what is an FDI company in Vietnam.

Prior registration is required only in the three cases in Clause 3, Article 21:

For case c, Point b of Clause 4, Article 75 only says the defence, security and land-use conditions do not apply to an economic organisation carrying out a project in an industrial park or the other zones named above; Article 76 does not say whether that exception also removes the registration step, so ask the investment registration authority before skipping it. A deal outside these three cases does not go through the investment registration authority; only the change of members or shareholders is registered with the business registration authority (Clause 2, Article 76 of Decree 96/2026), and the investor may still choose to register. Many guides still cite the Investment Law 2020 and Decree 31/2021/ND-CP, but both ceased to apply when Law 143/2025/QH15 took effect on 1 March 2026 (Clause 4, Article 51 of Law 143/2025; Point a, Clause 3, Article 111 of Decree 96/2026). Files lodged before that date may be subject to transitional rules, which this entry does not cover.

The registration file contains the application, legal status documents, the agreement in principle and, for land cases, information on or a copy of the land-use certificate (Clause 3, Article 76). After approval the company completes the change of members or shareholders, and the foreign investor's rights and obligations arise when that procedure is complete (Clause 6, Article 76). The file to register a change of members of a limited liability company with two or more members, and the notification file of a joint stock company, must attach the investment authority's document where the deal is registrable (Point dd, Clause 2, Article 45; Point dd, Clause 1, Article 51 of Decree 168).

What risks should be checked in the target company?

Beyond standard due diligence, three points are often missed because they arise after signing:

1. Replacing the legal representative. A buyer often wants a new legal representative once it has control. That is a change in registered particulars to be registered within 10 days of the change, and until it is, the Enterprise Registration Certificate still names the old person. See what is a legal representative in Vietnam, including the rule that at least one representative must reside in Vietnam.
2. Beneficial owner declaration. A change of owner at any level of the ownership chain can change the beneficial owner list, and the company must notify within 10 days of the change (Clause 1, Article 52 of Decree 168/2025). See what is a beneficial owner in Vietnam.
3. Personal data in data-rich targets. For e-commerce, finance, healthcare and education targets, customer and employee data is both value and obligation. Law 91/2025/QH15 permits transferring personal data to continue processing on division, separation, merger or consolidation of organisations (Point c, Clause 1, Article 17), and a transfer in the cases listed in Clause 1, whether or not for a fee, is not treated as buying or selling personal data (Clause 2, Article 17). A transfer under Points a, c or d of Clause 1, Article 17 requires a written transfer agreement with the recipient stating the purpose, data types, processing period, legal basis and each side's responsibilities (Clause 1, Article 7 of Decree 356/2025/ND-CP). A company that has lodged a personal data processing impact assessment file or a cross-border transfer impact assessment file must update it within 10 days when the organisation is reorganised (Point a, Clause 2, Article 20 of Decree 356). On our reading, the list in Clause 1 does not name a sale of a business or of assets that contain data; in an asset purchase the buyer needs another basis, such as the data subject's consent (Point a, Clause 1). In a share purchase the company remains the same processor, so its compliance gaps become the buyer's risk. See transfer of personal data.

Debts, disputes, licences and change-of-control clauses in contracts belong to due diligence. Related services: legal due diligence and M&A advisory.

Before sensitive information is exchanged, the parties usually sign an NDA and a document recording their intentions such as an MOU; if the contract sends disputes to arbitration, see commercial arbitration in Vietnam.

M&A checklist before signing

1. Name the deal form correctly: share purchase, capital purchase, subscription for new capital, project purchase, merger, consolidation, division, separation or asset purchase.
2. Read the charter and shareholders' agreement: pre-emption, transfer restrictions, founding shareholders in the first 3 years.
3. If the buyer is foreign, check the market access sector, Article 20 and the three cases in Clause 3, Article 21 of the Investment Law 143/2025/QH15 (not the Investment Law 2020 or Decree 31/2021, which no longer apply).
4. Screen for merger control early: is the deal an acquisition under the Competition Law, and does it meet a threshold?
5. For a project purchase, check Clause 1, Article 34 and the conditions in the Investment Registration Certificate.
6. Write each approval into the contract as a condition precedent with a long-stop date.
7. Plan the post-closing filings deadline by deadline, not with a single 10-day rule: legal representative and beneficial owner within 10 days; members of a limited liability company within 10 days (15 days if only one member remains); foreign shareholders of a joint stock company no later than 3 working days; the new owner of a single-member limited liability company files under Article 46 of Decree 168/2025/ND-CP.
8. For targets rich in personal data, include Law 91/2025/QH15 compliance in due diligence and warranties; where data is transferred under Point c, Clause 1, Article 17, sign the transfer agreement.