Acquiring an existing Vietnamese company can provide a foreign investor with access to an established business, existing operations, employees, contracts, licences and commercial relationships.
However, an acquisition must be structured in accordance with Vietnam's foreign-investment framework and the laws applicable to the target company's activities.
The main legal issues include foreign market-access conditions, ownership restrictions, M&A registration, due diligence, transaction documentation and post-acquisition corporate formalities. For alternatives to acquisition, see Investment Structure Options in Vietnam.
1. How Can a Foreign Investor Acquire a Vietnamese Company?
Foreign investors commonly consider two transaction structures.
1.1. Share acquisition or acquisition of capital contributions
The foreign investor acquires shares from existing shareholders or acquires capital contributions from existing members of the target company.
Depending on the transaction structure, the buyer may acquire an existing ownership interest without requiring the target to issue new shares or accept a new capital contribution.
The legal requirements depend on the target's legal form, the relevant corporate documents and the applicable foreign-investment rules.
1.2. Capital contribution to the target company
The foreign investor contributes capital to the Vietnamese company in exchange for a new or increased ownership interest, where permitted by the applicable corporate and investment framework.
The transaction may change the company's capital structure and the relative ownership percentages of existing investors.
The parties should identify the correct legal form because the transaction documents, corporate approvals and implementation steps may differ.
2. Can a Foreign Investor Acquire 100% of a Vietnamese Company?
The answer depends on the target company's business activities, applicable market-access conditions and any sector-specific restrictions.
Some business lines may permit full foreign ownership, while others may impose foreign ownership limits or additional conditions. Certain activities may be unavailable to foreign investors or may be subject to requirements concerning the form or scope of investment.
A foreign investor should therefore not assume that a company can be acquired with 100% foreign ownership merely because the target is already established in Vietnam.
Before agreeing on the purchase price or ownership percentage, the parties should assess:
- The target's registered and actual business activities;
- Market-access conditions under Article 8 of the 2025 Law on Investment;
- Applicable international commitments and sector-specific rules;
- The proposed ownership structure; and
- Whether the acquisition triggers registration under Article 21.
See Foreign Ownership Limits by Sector in Vietnam for a sector-level overview.
3. When Is M&A Registration Required?
Under Clause 3, Article 21 of the 2025 Law on Investment, registration is required before the change of members or shareholders in three principal cases:
- The transaction increases foreign ownership in a business line subject to conditional market access for foreign investors;
- The transaction results in qualifying foreign investors or foreign-invested economic organisations under Article 20 holding more than 50% of the target's charter capital in the circumstances specified by law; or
- The target company holds a land-use-right certificate in a specified sensitive area, including areas affecting national defence and security.
The parties should assess these conditions against the transaction's facts. Not every acquisition requires this registration procedure, but the absence of an M&A registration requirement does not remove other corporate or regulatory obligations. See When Is M&A Approval Required in Vietnam?.
4. What Due Diligence Should Be Conducted?
A foreign investor should conduct legal, financial, tax and operational due diligence before completing an acquisition.
Corporate and ownership review
Review the target's enterprise-registration information, charter, shareholder or member registers, capital contributions, corporate approvals and existing shareholder arrangements.
Confirm that the sellers hold the interests they propose to transfer and that the transaction can be implemented under the target's constitutional documents and applicable law.
Market access and licences
Identify the target's business activities, relevant licences and permits, foreign ownership restrictions and any conditions that may apply after the acquisition.
Consider whether a change in ownership may affect the target's ability to continue particular activities.
Contracts and liabilities
Review material customer and supplier agreements, financing arrangements, guarantees, security interests, disputes and change-of-control provisions.
Determine whether third-party consents or notifications may be required.
Employment and tax
Review employment arrangements, payroll obligations, tax filings, outstanding tax liabilities and any material tax disputes or exposures.
Assets and land
Verify ownership or lawful use of material assets, including real estate and land-use rights. Identify whether the target holds land in a location relevant to the M&A registration rules or other restrictions.
Investment projects
Review any existing IRCs, investment-policy approvals and project-related obligations. An acquisition of shares in a company with an investment project may require separate consideration of whether the project documentation must be adjusted.
5. How Does the Acquisition Process Work?
A typical transaction may involve the following stages.
Stage 1 — Preliminary assessment: Identify the target, intended ownership percentage, business activities and key regulatory constraints.
Stage 2 — Due diligence: Review corporate, financial, tax, contractual, employment, licensing, land and investment-project matters.
Stage 3 — Transaction structuring: Determine whether the transaction will take the form of a share acquisition, acquisition of capital contributions or a new capital contribution.
Stage 4 — Transaction documents: Negotiate the acquisition agreement and supporting documents, including conditions precedent and regulatory cooperation obligations.
Stage 5 — Regulatory procedures: Complete M&A registration if required (procedure, documents, timeline) and address any separate competition, sector-specific or other approvals.
Stage 6 — Closing and corporate updates: Complete the transfer or capital contribution and the relevant corporate-registration procedures in the legally required sequence. Under Clause 6, Article 76 of Decree No. 96/2026/ND-CP, the investor's rights and obligations as a member or shareholder are established once the change-of-members or shareholders procedure is completed.
Stage 7 — Post-acquisition compliance: Update corporate records, review investment-project obligations and implement any necessary operational or governance changes.
The sequence may vary depending on the target's legal form and the applicable requirements.
6. Does an Acquisition Require an IRC?
An acquisition of shares or capital contributions does not, by itself, automatically require an IRC.
Point (c), Clause 2, Article 26 of the 2025 Law on Investment excludes investment in the form of capital contribution, share acquisition or acquisition of capital contributions from projects that require an IRC solely because of that investment form.
However, the target company may have an existing investment project with separate regulatory obligations. The parties should review the project's approval and registration documents and determine whether any adjustment is necessary as a result of the transaction.
7. Key Risks for Foreign Buyers
The principal risks include:
- Agreeing on an ownership percentage that is inconsistent with market-access conditions;
- Failing to complete a required M&A registration before the change of members or shareholders;
- Overlooking material liabilities or restrictions in the target's contracts;
- Failing to identify land-related or national-defence-and-security issues;
- Assuming that existing licences automatically remain unaffected after a change in ownership; and
- Underestimating post-closing corporate, tax, employment or investment-project obligations.
These risks should be addressed through due diligence, transaction structuring, contractual protections and a clear closing plan.
Need a transaction-specific assessment? Contact Inventive Legal →
8. How Inventive Legal Can Assist
Inventive Legal can assist foreign investors with legal assessments and transaction procedures relating to acquisitions in Vietnam, depending on the agreed scope of work.
Services may include:
- Foreign ownership and market-access analysis;
- M&A registration assessment;
- Corporate and investment due diligence;
- Review and preparation of transaction documents;
- Coordination of regulatory filings;
- Review of land-related and sector-specific issues; and
- Post-acquisition corporate and investment-compliance support.
Conclusion
Acquiring a Vietnamese company can be an effective route for foreign investors seeking an established business presence, but the appropriate structure depends on the target's activities, ownership, assets and regulatory position.
Investors should assess market access, M&A registration requirements, corporate documents, liabilities and existing investment projects before committing to the transaction.
Legal basis: Law No. 143/2025/QH15 on Investment, Articles 8, 20, 21 and 26; Decree No. 96/2026/ND-CP; the Law on Enterprises and other applicable legislation.
Related Guides
- M&A Approval in Vietnam: A Guide for Foreign Investors
- When Is M&A Approval Required in Vietnam?
- M&A Approval Procedure in Vietnam
- M&A Approval Timeline in Vietnam
- Investment Structure Options in Vietnam
Legal note: This article provides general information and is not a legal opinion on a specific transaction. Requirements should be confirmed against the Vietnamese-language legal texts, current implementing regulations and the facts of the proposed transaction. Last reviewed: 18 October 2026.