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M&A and due diligence

Legal due diligence for M&A and investment in Vietnam

Our legal due diligence service helps investors, buyers and sellers review the target company's legal status, ownership, licences, contracts, assets, employment, disputes and personal data. LexData ranks each finding by its impact on the deal and proposes how to deal with it in the transaction documents, based on the documents and scope agreed.

TimelineTypically 2 to 5 weeks, depending on the size of the target, the number of legal entities and how quickly documents are provided.
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Overview

Why run legal due diligence before signing?

Legal due diligence tells an investor what it is really buying: whether the company was validly formed and operates lawfully, who owns and controls it, which licences are about to expire, which contracts can be terminated on a change of owner, and which liabilities may surface after signing. These findings shape the price, the deal structure and the contract terms.

For foreign investors, due diligence also answers whether the deal needs prior registration. Under Clause 3, Article 21 of the Law on Investment No. 143/2025/QH15 (effective 1 March 2026), a foreign investor must register a capital contribution or share purchase before the change of members or shareholders if the deal increases foreign ownership in a business line with conditional market access, leads to foreign ownership above 50% of charter capital in the cases set by law, or involves a company holding land use rights on islands, in border or coastal areas, or in areas affecting national defence and security. The investment registration authority reviews the file and notifies the result within 10 working days of receiving a valid application (Clauses 4 and 5, Article 76 of Decree 96/2026/ND-CP); where the company holds land in a defence or security area, the authority also consults the provincial Military Command and Public Security Department within that period (Clause 5).

LexData summarises the material findings, the limits of the review and its assumptions, so the parties can weigh price, closing conditions and indemnities. Legal due diligence does not replace financial, tax or technical due diligence; where other advisers are involved, LexData coordinates the scope to avoid duplication. The results support decisions and negotiation; they do not remove every post-closing risk.

What’s included

What does legal due diligence in Vietnam cover?

  • Legal status and ownership: enterprise registration, change history, paid-up charter capital, shareholder or member structure and beneficial ownership information under the Law on Enterprises as amended by Law No. 76/2025/QH15.
  • Investment and business conditions: the Investment Registration Certificate (if any), conditional business lines, sub-licences and market access conditions for foreign investors under the Law on Investment No. 143/2025/QH15.
  • Governance and material contracts: charter, resolutions and legal representatives; contracts with customers, suppliers and lenders, including change-of-control and transfer restriction clauses.
  • Assets, employment and disputes: land use rights, assets and intellectual property; employment contracts, internal labour rules and social insurance; litigation, complaints and administrative penalties, actual or potential.
  • Personal data and technology: legal bases for processing, impact assessment dossiers, processor contracts and past incidents. Where data is a core asset of the deal, we review this area in more depth under Law 91/2025/QH15.

Who it’s for

Who needs legal due diligence?

  • Investors and funds preparing to buy shares or capital contributions in, or contribute capital to, a Vietnamese company.
  • Acquirers in a merger, acquisition or transfer of an investment project or business line.
  • Sellers running vendor due diligence to fix weaknesses and prepare the data room.
  • Companies preparing a joint venture, strategic partnership or large financing that need to understand their counterparty.

Deliverables

Deliverables for investors and sellers

  • A document request list and due diligence questionnaire tailored to the target's industry.
  • A legal due diligence report with an executive summary and findings ranked as deal-breakers, pre-closing fixes or matters for the transaction documents.
  • Recommendations on conditions precedent, representations and warranties, indemnities and post-closing covenants for the share purchase agreement (SPA).
  • A checklist of closing formalities, such as registration of a foreign investor share purchase and the change of members or shareholders.

How we work

A 4-step review aligned with the deal timetable

  1. 01

    Scope and document request list

    Define the deal structure, materiality threshold and the target's industry, then send the document request list.

  2. 02

    Data room review and interviews

    Review the documents in the data room, check public records and interview management on open questions.

  3. 03

    Findings report ranked by severity

    Prepare a report with an executive summary, rank findings by their impact on the deal and state what could not be verified.

  4. 04

    Negotiation and closing support

    Turn the findings into SPA provisions, a conditions precedent list and the formalities needed to close.

What to prepare

The proposed deal structure, information on the target, data room access and a contact person at the target.

Scope and pricing factors

Fees depend on the number of legal entities, the industry and the number of contracts and assets to review. The materiality threshold and exclusions are agreed in advance; the report states the documents reviewed, its limits and assumptions.

FAQ

About legal due diligence for M&A and investment in Vietnam

How is legal due diligence different from financial due diligence?

Financial due diligence looks at the numbers, cash flow and quality of earnings; legal due diligence looks at legal status, ownership, licences, contracts, assets, employment and disputes. The two complement each other: a hidden liability found in the legal review is often quantified by the financial team to adjust the price.

Does a foreign investor always need prior registration to buy shares in Vietnam?

Not always. Clause 3, Article 21 of the Law on Investment No. 143/2025/QH15 requires registration before the change of members or shareholders only in three groups of cases: increasing foreign ownership in a business line with conditional market access; foreign ownership rising above 50% of charter capital in the cases set by law; or a company holding land use rights in areas sensitive for defence and security. Other deals go straight to the change of members or shareholders at the business registration authority, although the investor may still choose to register voluntarily (Clause 2, Article 76 of Decree 96/2026/ND-CP).

Should a seller run its own due diligence before approaching investors?

It is worth considering, especially in a competitive process. Vendor due diligence lets the seller find and fix weaknesses early, explain remaining issues on its own terms and shorten negotiations. It does not replace the buyer's review, but it gives both sides the same set of facts.

Legal references

Content last updated: .

Specific obligations and filings depend on your circumstances and the rules in force at the time. Official legal texts are in Vietnamese; English wording on this page is an unofficial explanation.

Further reading

Learn more before you start

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