M&A Approval in Vietnam: 2026 Foreign Investor Guide

Foreign investors acquiring shares or capital contributions in a Vietnamese company may need to complete a registration procedure before the transaction can be implemented. Commonly referred to as M&A approval in Vietnam (or Vietnam M&A approval), this procedure is governed by the Law on Investment and its implementing regulations.

As of 2026, the principal statutory basis is Article 21 of the Law on Investment No. 143/2025/QH15, which took effect on 1 March 2026. The detailed implementing framework includes Decree No. 96/2026/ND-CP dated 31 March 2026.

Not every foreign investment acquisition requires M&A registration. The requirement depends on factors including the target company's business activities, the resulting foreign ownership structure, and whether the company holds land in locations relevant to national defence and security.

This guide explains when registration is required, how the procedure works, which documents may be needed, and how M&A registration differs from an Investment Registration Certificate (IRC).

1. What Is M&A Approval in Vietnam?

“M&A approval” is a commonly used business term for the procedure under which a foreign investor registers a capital contribution, share acquisition or acquisition of a capital contribution in an existing Vietnamese economic organisation.

Under Clause 3, Article 21 of the 2025 Law on Investment, foreign investors must complete the applicable registration procedure before the change of members or shareholders if the transaction falls within one of the statutory cases.

The procedure should be distinguished from other regulatory requirements that may apply to a transaction, including:

Registration of changes to enterprise members, shareholders or enterprise registration information;
Amendment or updating of an existing Investment Registration Certificate, where required;
Merger control or economic concentration notification under competition law;
Sector-specific approvals or conditions applicable to regulated businesses; and
Approvals or procedures relating to land, securities, banking, insurance or other regulated activities, where applicable.

The appropriate regulatory route must therefore be determined from the transaction structure and the target company's circumstances, rather than from the label “M&A” alone. For an overview of entry routes, see Investment Structure Options in Vietnam.

2. When Is M&A Approval Required in Vietnam?

Under Clause 3, Article 21 of the 2025 Law on Investment, a foreign investor must register a capital contribution, share acquisition or capital contribution acquisition before the relevant change of members or shareholders in the following cases.

2.1. The transaction increases foreign ownership in a conditional market-access business

Registration is required where the transaction increases the foreign ownership ratio in an economic organisation operating in a business line subject to conditional market access for foreign investors.

The analysis should consider the target company's actual and registered business activities, the applicable market-access conditions, relevant international commitments, and any restrictions on foreign ownership.

A business may be subject to foreign-investment conditions even if it is legally established and already operating in Vietnam. The fact that a company has previously accepted foreign investment does not, by itself, establish that every subsequent acquisition is exempt from registration.

2.2. The transaction results in foreign ownership exceeding 50%, or increases an existing holding above 50%

Registration is required where the transaction results in foreign investors or the qualifying foreign-invested economic organisations specified in Clause 1, Article 20 holding more than 50% of the target company's charter capital in either of the following situations:

Foreign ownership increases from 50% or less to more than 50%; or
Foreign ownership increases when the relevant foreign investors already hold more than 50%.

This test is not limited to a simple comparison between the buyer's individual shareholding before and after the transaction. The ownership structure and the rules in Article 20 must also be examined to determine whether qualifying foreign-invested economic organisations are included.

Example: A foreign investor proposes to acquire an additional interest in a Vietnamese company, increasing the relevant foreign ownership from 45% to 60%. The transaction falls within the ownership-threshold test, subject to the applicable statutory requirements.

A separate analysis is required where foreign ownership remains below or at 50% and the transaction does not increase ownership in a conditional market-access business or trigger another statutory requirement.

2.3. The target company holds land in specified sensitive areas

Registration is also required where the foreign investor acquires shares or capital contributions in an economic organisation holding a certificate of land-use rights in:

Islands;
Border-area communes, wards or special zones;
Coastal communes or wards; or
Other areas affecting national defence and security.

The review should identify the target company's land-use rights and relevant locations, not merely the location of its registered head office.

This is particularly important for acquisitions involving real estate, industrial facilities, logistics, tourism, manufacturing or other businesses that hold or use land.

Land-related due diligence should confirm the relevant land-use-right documentation, location, legal status and any restrictions or conditions that may affect the proposed transaction.

Legal basis: Points (a), (b) and (c), Clause 3, Article 21 of Law No. 143/2025/QH15.

Not sure whether your transaction triggers registration? Ask Inventive Legal for a preliminary assessment →

3. Conditions That Apply to Foreign Investor Acquisitions

Clause 2, Article 21 of the 2025 Law on Investment identifies three principal areas that foreign investors must consider when contributing capital, purchasing shares or acquiring capital contributions in a Vietnamese economic organisation.

3.1. Market-access conditions

Foreign investors must comply with the market-access conditions applicable under Article 8 of the 2025 Law on Investment.

Depending on the business line, the applicable rules may concern foreign ownership limits, the permitted form of investment, the scope of business activities or other conditions imposed on foreign investors. See Market Access for Foreign Investors in Vietnam and Foreign Ownership Limits by Sector.

The review should take into account applicable international treaties and relevant sector-specific legislation. A company’s existing business registration does not necessarily mean that a proposed foreign investor may acquire any ownership percentage without restriction.

3.2. National defence and security

The transaction must satisfy the applicable national defence and security requirements.

This assessment is particularly relevant where the target company holds land or operates in locations identified by the law as sensitive. The target's land position should therefore be checked early in the transaction process.

3.3. Land-law requirements

Foreign investors must also comply with applicable land-law requirements concerning the receipt of land-use rights and the use of land in specified locations, including islands, border areas and coastal areas.

The precise legal consequences depend on the target company's land position, the proposed transaction and the relevant land-law provisions.

4. M&A Approval Under the 2025 Law Compared with the 2020 Law

The Law on Investment No. 143/2025/QH15 took effect on 1 March 2026 and replaced the 2020 Law on Investment, subject to the transitional provisions in Article 52.

Under the 2020 law, the main registration triggers for foreign investors acquiring shares or capital contributions were set out in Clause 2, Article 26. Under the 2025 law, the corresponding rules are set out in Clause 3, Article 21.

The three principal triggers have been retained in substance:

An increase in foreign ownership in an economic organisation operating in a business line subject to conditional market access for foreign investors;
An acquisition that results in qualifying foreign ownership exceeding 50%, or increases an existing holding above 50%; and
An acquisition in an economic organisation holding land-use-right certificates in specified sensitive areas.

The new law also updates terminology relating to local administrative units. The legal analysis should therefore use the current text of Article 21 rather than reproduce the former provision word for word.

A broader change: establishing a foreign-invested company

The 2025 law also changes the wider framework for foreign investment. Under the new framework, foreign investors may establish an economic organisation before completing the relevant IRC procedure, subject to the applicable market-access and statutory conditions.

This is a separate issue from registration of an acquisition in an existing Vietnamese company. It should not be interpreted as a general exemption from investment registration, market-access conditions or other applicable approvals.

Does the 2025 law eliminate M&A registration?

No. The 2025 law retains the three principal categories in which registration is required before the change of members or shareholders.

The practical implication is that foreign investors should not assume that an acquisition is exempt merely because the new law has taken effect. Each transaction should be assessed against Article 21, the implementing regulations and the target company's circumstances.

5. M&A Approval vs. Investment Registration Certificate (IRC)

M&A registration and an IRC are different procedures with different purposes.

Item	M&A registration	Investment Registration Certificate (IRC)
Main purpose	Register certain foreign investor acquisitions in an existing Vietnamese company	Record the relevant investment project and its approved registration particulars
Principal legal basis	Article 21 of the 2025 Law on Investment	Articles 26–27 and other applicable provisions of the 2025 Law on Investment
Typical context	Foreign investor acquires shares or capital contributions in an existing company	An investment project falls within the statutory requirement for an IRC
Applies to every transaction?	No; the statutory registration triggers must be assessed	No; Article 26 identifies the projects subject to and exempt from IRC procedures
Can both be relevant?	Yes, depending on the acquisition structure and the target's existing investment project	Yes, where separate project-related requirements apply

Under Point (c), Clause 2, Article 26 of the 2025 Law on Investment, investment in the form of capital contribution, share acquisition or capital contribution acquisition is not, by itself, a project requiring an IRC. However, the target company may have an existing investment project or other regulatory obligations that require separate review.

An M&A registration should therefore not be described as an application for an IRC. Equally, the fact that an acquisition does not itself require an IRC does not establish that it is exempt from M&A registration. See also Investment Approval in Vietnam.

6. Documents Required for M&A Registration in Vietnam

The required dossier should be checked against Decree No. 96/2026/ND-CP and the facts of the transaction. The exact documents may depend on the parties, the target company, the acquisition structure and the applicable filing requirements.

A preliminary document checklist may include:

The prescribed registration application for the capital contribution, share acquisition or capital contribution acquisition;
The identity and legal-status documents of the foreign investor;
Corporate documents and authorisation documents, where the investor is an organisation;
The relevant agreement or other documentation evidencing the proposed transaction;
Information concerning the target company's charter capital and ownership structure before and after the transaction;
The target company's enterprise registration information and relevant corporate documents;
Information and supporting documents concerning the target company's business lines and applicable market-access conditions;
Relevant land-use-right information where the target holds land in a potentially sensitive area; and
Translations, legalisation or other supporting documents where required under the applicable rules.

This is a planning checklist, not a substitute for the prescribed statutory dossier. Before filing, the applicant should confirm the current forms, document requirements, submission method and competent authority under the implementing regulations.

7. M&A Approval Procedure in Vietnam

The procedure should be planned around the statutory requirement to complete registration before the relevant change of members or shareholders where Article 21 applies.

Step 1: Review the target company

Review the target's enterprise registration information, charter, business lines, ownership structure, investment projects and land position.

Identify any sector-specific restrictions or regulatory approvals that may affect the transaction.

Step 2: Assess the registration triggers

Apply Clause 3, Article 21 of the 2025 Law on Investment to determine whether the transaction:

Increases foreign ownership in a conditional market-access business;
Causes qualifying foreign ownership to exceed 50%, or increases an existing holding above 50%; or
Involves a target company holding land-use rights in a specified sensitive area.

Document the basis for the conclusion, including the relevant ownership calculations and supporting information.

Step 3: Confirm market access and other applicable conditions

Determine whether the proposed ownership percentage and business activities are permitted for the foreign investor.

Check whether additional approvals or notifications may be required under competition law, securities law, land law or sector-specific legislation.

Step 4: Prepare the prescribed dossier

Prepare the application and supporting documents in accordance with the current implementing regulations.

Check that the transaction structure, investor details, target-company details and proposed ownership figures are consistent across all documents.

Step 5: Submit the application to the competent authority

Submit the dossier to the authority competent to handle the registration under the applicable rules. The competent authority and filing route should be confirmed for the specific case rather than assumed to be identical for every transaction.

Step 6: Complete the post-registration corporate formalities

Where registration is required, complete the applicable procedure before implementing the change of members or shareholders.

After the registration stage, complete the relevant corporate, enterprise-registration, investment-project and other regulatory formalities, as applicable to the transaction.

8. How Long Does M&A Approval Take?

The expected timeline depends on the applicable procedure, the completeness of the dossier, the target company's circumstances and whether additional regulatory review is required.

Investors should distinguish between:

The statutory processing period applicable to a valid dossier;
The time needed to prepare and verify the documents;
The time required to respond to requests for clarification or supplementation; and
The time needed for post-registration corporate and regulatory formalities.

A transaction timeline should be confirmed against the applicable provisions of Decree No. 96/2026/ND-CP and the actual filing requirements.

For transaction planning, investors should avoid treating an indicative processing period as a guaranteed closing date. The parties should build in time for due diligence, document preparation, regulatory review and post-registration steps.

9. Common Risks in Foreign Investor Acquisitions

Assuming that every acquisition is exempt

The absence of a general M&A approval requirement does not mean that every transaction can proceed without registration. The three triggers in Article 21 must be tested against the facts.

Assessing only the buyer's direct ownership percentage

The relevant ownership analysis should consider Article 20 and the qualifying foreign-invested economic organisations covered by that provision.

Overlooking conditional market-access business lines

A target company's existing operations or previous acceptance of foreign investment does not automatically establish that a new acquisition is unrestricted.

Failing to review the target's land position

Land-use rights in sensitive locations can trigger registration requirements and may raise separate land-law issues. The review should go beyond the company's registered address.

Confusing M&A registration with an IRC

An acquisition may require M&A registration without the acquisition itself being an IRC-requiring project. Conversely, an existing investment project may have separate obligations that must be assessed independently.

Overlooking other regulatory approvals

M&A registration does not replace any separate competition, securities, corporate, land or sector-specific requirements that apply to the transaction.

10. How Inventive Legal Can Assist

Inventive Legal assists foreign investors and businesses with legal and regulatory matters relating to market entry and investment in Vietnam.

Depending on the transaction, our services may include:

Assessing whether a proposed acquisition requires M&A registration;
Reviewing foreign ownership limits and market-access conditions;
Reviewing the target company's corporate and investment documents;
Identifying relevant land, national defence and security considerations;
Preparing or reviewing the registration dossier;
Coordinating the applicable registration and post-registration procedures; and
Advising on related IRC, enterprise-registration and sector-specific requirements.

The scope of assistance will depend on the transaction structure, the target company's activities and the applicable legal requirements.

Frequently Asked Questions

Is M&A approval mandatory for every foreign investor acquisition in Vietnam?

No. Under Clause 3, Article 21 of the 2025 Law on Investment, registration is required in specified cases. Other corporate and regulatory procedures may still apply even if the transaction does not trigger this registration requirement.

What is the main legal basis for M&A approval in Vietnam in 2026?

The principal statutory provision is Article 21 of Law No. 143/2025/QH15 on Investment, effective from 1 March 2026. Decree No. 96/2026/ND-CP provides implementing guidance relevant to the procedure.

Is M&A approval still required under the 2025 Investment Law?

Yes. The 2025 law retains the three principal registration triggers previously set out in Clause 2, Article 26 of the 2020 law, now reflected in Clause 3, Article 21.

Does acquiring shares in a Vietnamese company require an IRC?

The acquisition itself does not automatically require an IRC. Point (c), Clause 2, Article 26 of the 2025 Law on Investment excludes capital contribution, share acquisition and capital contribution acquisition from the projects requiring an IRC solely by reason of that investment form. Separate obligations relating to an existing or proposed investment project must still be assessed.

Must M&A registration be completed before the share transfer?

Where Article 21 requires registration, the registration must be completed before the relevant change of members or shareholders. The transaction documents and closing conditions should reflect this requirement.

What if the target company holds land in Vietnam?

The location and legal status of the target company's land-use rights should be reviewed. If the company holds land-use-right certificates in the areas specified in Point (c), Clause 3, Article 21, the acquisition may trigger M&A registration. Separate land-law requirements may also apply.

How long does M&A approval take?

The timeline depends on the applicable procedure, the completeness of the dossier and any additional review. Investors should confirm the statutory period and practical requirements under the current implementing regulations before setting a closing date.

Conclusion

Foreign investors considering an acquisition in Vietnam should assess the transaction under Article 21 of the 2025 Law on Investment before completing the relevant change of members or shareholders.

The three principal registration triggers remain substantially consistent with the framework under the 2020 law. The key to a reliable assessment is to examine the target company's business lines, foreign ownership structure, land position and other applicable regulatory requirements.

A transaction-specific legal review can help identify the required procedure, prepare the supporting documents and coordinate the relevant registration and post-registration steps.

Planning an acquisition in Vietnam? Contact Inventive Legal to assess your transaction →

Related Guides

Legal note: This article provides general information and is not a legal opinion on a specific transaction. The applicable requirements should be confirmed against the Vietnamese-language legal texts, current implementing regulations and the facts of the proposed acquisition. Legal basis checked: Law on Investment No. 143/2025/QH15 and Decree No. 96/2026/ND-CP. Last reviewed: 17 October 2026.

M&A Approval in Vietnam: A Guide for Foreign Investors