M&A and due diligence
LexData's M&A lawyers in Vietnam advise investors and companies on acquisitions and investment in Vietnamese businesses: deal structuring, legal and data due diligence, transaction documents, registration and closing. What sets LexData apart is that legal due diligence and personal data due diligence run together, a growing risk in technology, financial services and retail deals.
Book a consultationServices in this practice
A full legal review of the target before you buy, invest or form a joint venture.
Timeline 2–5 weeks
View detailsCapital contribution and share purchase by foreign investors, plus LLC capital and JSC share transfers.
Timeline 2–6 weeks
View detailsCheck transfer conditions, structure the deal and amend the project when transferring all or part of it.
Timeline 4–12 weeks
View detailsMerger and consolidation agreements, registration and the transfer of employees, contracts and data.
Timeline 6–16 weeks
View detailsDeal lifecycle
Choose the right structure: a share or capital contribution purchase, a transfer of an investment project or assets, or a merger or consolidation, and identify the investment and corporate formalities each option triggers.
Legal due diligence on the target and, where data is a key asset, a dedicated personal data review. Findings are ranked by their impact on the deal.
Draft and review the term sheet, share purchase agreement (SPA) and shareholders agreement (SHA), turning due diligence findings into conditions precedent, warranties and indemnities.
Register the foreign investor share purchase where Clause 3, Article 21 of the Law on Investment No. 143/2025/QH15 applies (reviewed, with the result notified, within 10 working days under Clauses 4 and 5, Article 76 of Decree 96/2026/ND-CP), then record the change of members or shareholders with the business registration authority.
Sign the data transfer agreement on reorganisation, update impact assessment dossiers, and review contracts and licences that need to change hands.
Deal structures
| Structure | Legal basis | Legal points | Personal data points |
|---|---|---|---|
| Share or capital contribution purchase | Article 21, Law on Investment No. 143/2025/QH15 | Foreign investors must meet the conditions in Clause 2 and register in advance in the cases in Clause 3. | The entity holding the data does not change, so there is no transfer of personal data. |
| Transfer of an investment project | Article 34, Law on Investment No. 143/2025/QH15 | The transfer conditions must be met; a foreign transferee must meet Clause 2 of Article 21; the project may need to be amended. | Customer and employee data that moves with the project needs a legal basis for transfer under Article 17 of Law 91/2025/QH15. |
| Merger, consolidation, division or separation | Law on Enterprises (corporate reorganisation) | Follow the reorganisation procedure for the type of enterprise (Articles 200 and 201 apply to companies only); check merger control filing duties and the labour utilisation plan. | Data may be transferred so that processing can continue (Point c, Clause 1, Article 17 of Law 91/2025/QH15), but a transfer agreement is still required under Clause 1, Article 7 of Decree 356/2025/ND-CP. |
Legal documents
The laws, decrees and decisions we advise on in this practice, with English summaries and their current status.
An M&A deal is more than signing a share purchase agreement. The structure decides which investment formalities apply, what the buyer actually receives and which risks travel with the business. For foreign investors, the first question is usually whether the deal must be registered with the investment registration authority before the change of members or shareholders.
Personal data is increasingly a core asset of the target, especially in technology, financial services, retail, healthcare and education. Since the Personal Data Protection Law No. 91/2025/QH15 took effect, gaps in the legal basis for processing, impact assessment dossiers or cross-border transfers can become liabilities the buyer inherits. That is why LexData runs legal and data due diligence in one process.
FAQ
LexData supports the whole deal, from structuring, legal due diligence and privacy due diligence to SPA and SHA negotiation, capital contribution and share purchase, project transfers, mergers and consolidations and post-closing work. You can engage us for the full deal or for individual stages.
It depends on the size and structure of the deal. Due diligence usually takes 2 to 5 weeks, and negotiation depends on the parties. Where a foreign investor must register the share purchase, the investment registration authority reviews it 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), before the change of members or shareholders is recorded. A deal that reaches an economic concentration threshold must also be filed with the National Competition Commission before it is implemented, with a 30-day preliminary review (Clause 1, Article 33 and Clause 2, Article 36 of the Competition Law No. 23/2018/QH14); see what economic concentration is.
Standard legal due diligence only looks at data at a high level. When customer data is a core asset, the legal basis for processing, filed dossiers, processor contracts and incident history need a closer look, because these violations can be fined under Decree 330/2026/ND-CP after the buyer has taken over.
Preparing a deal?
Talk to LexData before you sign a term sheet.
Share the proposed structure and timetable and LexData will suggest the due diligence scope and the formalities to plan for.
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