Foreign investors acquiring shares or capital contributions in a Vietnamese company may need to complete a registration procedure before the change of members or shareholders.
The principal legal basis is Clause 3, Article 21 of the 2025 Law on Investment, together with Article 76 of Decree No. 96/2026/ND-CP.
The procedure should be distinguished from the later corporate formalities required to record the change of ownership. The appropriate steps depend on whether the proposed transaction falls within the statutory registration cases. This guide forms part of our series on M&A Approval in Vietnam.
Step 1: Conduct Preliminary Legal Due Diligence
Before preparing the registration application, review the target company's legal and ownership position.
The review should cover:
- Enterprise-registration information and charter;
- Registered and actual business activities;
- Existing members, shareholders and ownership percentages;
- Existing investment projects and relevant IRCs, if any;
- Land-use rights and the location of relevant land;
- Applicable market-access conditions and foreign ownership restrictions; and
- Any separate regulatory requirements that may affect the transaction.
The objective is to establish whether the transaction is permitted and whether registration is required.
Step 2: Determine Whether M&A Registration Is Required
Apply the three cases in Clause 3, Article 21 of the 2025 Law on Investment. Each case is explained in When Is M&A Approval Required in Vietnam?.
Registration is required if the transaction:
- Increases foreign ownership in an economic organisation operating in a business line subject to conditional market access for foreign investors;
- 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
- Involves a target company holding a land-use-right certificate in a specified sensitive area.
The ownership analysis should account for Article 20 and should not be limited to the immediate buyer's direct shareholding where other qualifying foreign-invested economic organisations are involved.
Step 3: Confirm Market Access and Other Regulatory Conditions
The parties should determine whether the proposed investor, ownership percentage and business activities satisfy the applicable market-access conditions.
The review should also identify any separate requirements under competition law, land law, securities law or sector-specific legislation.
M&A registration does not replace these other procedures.
Step 4: Agree on the Transaction Structure
The parties should identify the legal form of the proposed investment: a capital contribution, share acquisition or acquisition of capital contributions.
They should then prepare the relevant in-principle agreement and ensure that the transaction details align with the registration application.
The agreement should address regulatory cooperation, required approvals, conditions precedent and the consequences of delay or failure to obtain the required registration.
Step 5: Prepare the Registration Dossier
Under Article 76 of Decree No. 96/2026/ND-CP, the prescribed dossier includes the registration form, legal-status documents of the investor and target economic organisation, an in-principle transaction agreement and relevant land-use-right information in the applicable case.
The application should accurately describe the target's business lines, ownership structure before and after the transaction, projected transaction value and information about any investment project.
The parties should verify the current form (currently Form I.1.13 under Circular No. 55/2026/TT-BTC) and any translation, certification or legalisation requirements before filing. See the full checklist in M&A Approval Required Documents in Vietnam.
Step 6: Submit the Application to the Competent Authority
Under Clause 3, Article 76 of Decree No. 96/2026/ND-CP, the dossier is submitted to the investment registration authority in the locality where the target economic organisation's head office is located.
The applicant should retain evidence of submission and confirm that the dossier has been received in the required form.
Step 7: Respond to Any Additional Requests
The competent authority reviews the dossier and the applicable investment conditions. If clarification or supplementation is requested, the parties should coordinate their responses and provide consistent supporting information.
Where the target company holds land in an area affecting national defence and security, the implementing regulations provide for consultation with the provincial military command and the provincial public security department. If either authority does not respond within the prescribed period, it is deemed to have agreed (Point (b), Clause 5, Article 76).
Under Article 6 of Decree No. 96/2026/ND-CP, the receiving authority may request amendment or supplementation of a dossier only once, in writing, stating the basis, the content required and the deadline.
The applicable processing period and the effect of any request for additional information should be assessed under the current regulations.
Step 8: Obtain the Registration Result
For cases under Points (a) and (b), Clause 3, Article 21, Clause 4, Article 76 of Decree No. 96/2026/ND-CP provides for the investment registration authority to consider the statutory conditions and notify the investor within 10 working days from receipt of a valid dossier, subject to the rules for the land-related case.
The notification is sent to both the foreign investor and the target economic organisation. It should be reviewed carefully. The parties should confirm that the relevant transaction and ownership structure are consistent with the registration result before proceeding.
Step 9: Complete the Change of Members or Shareholders
Where M&A registration is required, the relevant change of members or shareholders must not be implemented before completing the registration procedure.
Following the registration result, the target company must carry out the applicable procedures to register the change of members or shareholders with the business registration authority, in accordance with enterprise law and the rules applicable to its legal form.
Clause 6, Article 76 of Decree No. 96/2026/ND-CP provides that the foreign investor's rights and obligations in its capacity as a member or shareholder are established after completion of the relevant change-of-members or shareholders procedures.
Step 10: Complete Other Post-Transaction Formalities
Depending on the transaction, additional steps may include updating corporate records, reviewing existing investment projects and IRCs, completing applicable banking or foreign-exchange requirements, and complying with sector-specific rules.
The required steps should be identified during due diligence and reflected in the transaction timetable.
How the Procedure Differs Where Registration Is Not Required
Where the transaction does not fall within Clause 3, Article 21, Clause 2, Article 76 of Decree No. 96/2026/ND-CP generally directs the economic organisation to carry out the applicable change-of-members or shareholders procedure under enterprise law and other relevant legislation.
An investor may still choose to register the transaction voluntarily under Clause 3, Article 76.
This does not exempt the transaction from other legal requirements. The parties should still verify market access, ownership restrictions and any separate regulatory approvals.
Need a transaction-specific assessment? Contact Inventive Legal →
Conclusion
The Vietnam M&A registration process begins with determining whether the transaction falls within Article 21 of the 2025 Law on Investment. If registration is required, the parties should prepare the prescribed dossier, submit it to the competent investment registration authority and complete the corporate change procedures only after the registration stage has been completed.
A carefully planned sequence helps reduce avoidable delays and ensures that regulatory conditions are incorporated into the transaction documents and closing timetable.
Legal basis: Law No. 143/2025/QH15 on Investment, Articles 20–21; Decree No. 96/2026/ND-CP, Article 76.
Related Guides
- M&A Approval in Vietnam: A Guide for Foreign Investors
- When Is M&A Approval Required in Vietnam?
- M&A Approval Required Documents in Vietnam
- Investment Registration Certificate (IRC) 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.