The time required to complete M&A registration in Vietnam depends on the statutory procedure applicable to the transaction, the completeness of the application dossier and whether additional review is required.
For foreign investors acquiring shares or capital contributions in an existing Vietnamese company, the principal legal framework is Article 21 of the 2025 Law on Investment and Article 76 of Decree No. 96/2026/ND-CP. The step-by-step sequence is set out in M&A Approval Procedure in Vietnam.
1. What Is the Statutory Processing Period?
Under Clause 4, Article 76 of Decree No. 96/2026/ND-CP, for cases under Points (a) and (b), Clause 3, Article 21 of the Law on Investment, the investment registration authority considers whether the applicable conditions are satisfied and notifies the investor within 10 working days from receipt of a valid dossier, except for the land-related case addressed separately by Clause 5.
The notification is sent to both the foreign investor and the target economic organisation.
This is a statutory processing period measured from receipt of a valid dossier. A dossier is valid only when it contains all required components with complete information; see M&A Approval Required Documents in Vietnam. Under Article 6 of Decree No. 96/2026/ND-CP, the authority may request amendment or supplementation only once, in writing, which affects when the period starts to run. It should not be treated as a guarantee that the entire acquisition can be completed within 10 working days.
The overall transaction timeline may also include due diligence, negotiation, document preparation, translation or legalisation where required, regulatory review, corporate filings and other closing formalities.
2. What Happens When the Target Holds Land in a Sensitive Area?
A separate procedure applies where the target economic organisation holds a certificate of land-use rights in an area affecting national defence and security.
Under Clause 5, Article 76 of Decree No. 96/2026/ND-CP:
- Within 2 working days from receipt of a valid dossier, the investment registration authority seeks opinions from the provincial military command and provincial public security department;
- Those authorities are to provide their opinions within 5 working days from receipt of the request; and
- Within 10 working days from receipt of a valid dossier, the investment registration authority considers the applicable conditions and notifies the investor, relying on the opinions obtained under the regulation.
If either authority does not provide an opinion within that period, it is deemed to have agreed (Point (b), Clause 5, Article 76).
The statutory process should be distinguished from the time needed to prepare the dossier and complete the subsequent corporate formalities.
3. What Can Affect the Overall Timeline?
Incomplete or inconsistent documents
The application, legal-status documents and in-principle transaction agreement should be consistent. Ownership percentages before and after the transaction should be accurately stated.
Unclear market-access position
The parties may need to review the target's business lines, applicable foreign ownership restrictions and relevant investment conditions before the application can be prepared confidently.
Land-related due diligence
If the target holds land in a sensitive area, the parties should identify the relevant land-use-right certificates and locations early in the transaction process.
Foreign documents
Documents issued abroad may require translation, certification or consular legalisation, depending on the applicable rules and any relevant exemption.
Other regulatory requirements
Competition-law procedures, sector-specific approvals, securities requirements or other regulatory obligations may affect the overall closing schedule even if the M&A registration stage has been completed.
Post-registration corporate formalities
Where M&A registration is required, the change of members or shareholders must be completed afterwards under the applicable enterprise-registration rules. The time needed for those steps should be included in the transaction timetable.
4. How Should Investors Plan the Closing Date?
Investors should work backwards from the intended closing date and allow sufficient time for:
- Legal, corporate, market-access and land due diligence;
- Negotiation of the transaction agreement and regulatory conditions precedent;
- Preparation and verification of the application dossier;
- The applicable statutory review period;
- Any additional review or clarification that may be required; and
- Corporate and other post-registration procedures.
The acquisition agreement should address the parties' responsibilities for preparing and submitting documents, cooperating with regulatory requests, and dealing with delays or an unsuccessful application.
5. Is the 10-Working-Day Period the Same as the Entire M&A Timeline?
No. The 10-working-day period under Clause 4, Article 76 applies to the specified regulatory review, starting from receipt of a valid dossier. It is not the total time needed for due diligence, negotiation, document preparation or all post-registration procedures.
The land-related procedure is separately addressed in Clause 5, Article 76. Other regulatory requirements may also apply independently.
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Conclusion
Under Decree No. 96/2026/ND-CP, the statutory processing period for the specified ordinary M&A registration cases is 10 working days from receipt of a valid dossier. A separate review mechanism applies where the target holds land in an area affecting national defence and security.
Foreign investors should distinguish the statutory review period from the overall acquisition timeline and plan for due diligence, document preparation, regulatory conditions and post-registration formalities.
Legal basis: Law No. 143/2025/QH15 on Investment, Article 21; Decree No. 96/2026/ND-CP, Article 76, Clauses 4–6.
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
- M&A Approval Procedure 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.