Foreign investors may acquire shares or capital contributions in Vietnamese companies, subject to the applicable foreign-investment, corporate and sector-specific requirements.
The legal framework distinguishes between the substantive conditions for foreign investment and the registration procedure required for certain acquisitions. A foreign investor should assess both before completing a share transfer or capital contribution. For the wider acquisition process, including due diligence, see Foreign Investor Acquisition of a Vietnamese Company.
As of 2026, the principal statutory provisions are Articles 20 and 21 of Law No. 143/2025/QH15 on Investment, together with the implementing regulations, including Decree No. 96/2026/ND-CP.
1. What Is a Share Acquisition?
A share acquisition generally involves a buyer purchasing existing shares from a shareholder. The buyer acquires an ownership interest held by the seller, subject to the applicable transfer and registration requirements.
Under Vietnamese corporate law, shares exist in joint-stock companies. Ownership interests in limited liability companies are capital contributions, so the equivalent transaction for an LLC target is an acquisition of capital contributions.
A share acquisition differs from a capital contribution to a company, which may involve the company receiving additional capital in exchange for an ownership interest.
The appropriate transaction structure depends on the target's legal form, the parties' commercial objectives, the target's capital structure and the applicable legal requirements.
2. Can Foreign Investors Purchase Shares in Any Vietnamese Company?
Foreign investors must comply with the market-access conditions applicable to the relevant business activities.
Under Clause 2, Article 21 of the 2025 Law on Investment, capital contributions, share acquisitions and acquisitions of capital contributions must satisfy:
- Market-access conditions applicable to foreign investors under Article 8;
- Requirements concerning national defence and security; and
- Applicable land-law requirements, including those concerning land-use rights and land use in specified locations.
The applicable conditions should be reviewed against the target's business lines and the proposed ownership structure.
Depending on the sector, foreign investment may be permitted without a specific foreign ownership cap, permitted only within a prescribed limit, subject to additional conditions, or restricted.
The parties should verify the applicable rules rather than relying solely on the target's existing enterprise registration.
3. When Must a Foreign Investor Register a Share Acquisition?
Clause 3, Article 21 of the 2025 Law on Investment identifies three principal cases requiring registration before the change of members or shareholders.
3.1. Increase in foreign ownership in a conditional market-access business
Registration is required if the acquisition increases foreign ownership in an economic organisation operating in a business line subject to conditional market access for foreign investors.
3.2. Qualifying foreign ownership exceeds 50%
Registration is required where the transaction results in foreign investors or qualifying foreign-invested economic organisations under Article 20 holding more than 50% of the target's charter capital in the circumstances specified by law.
These circumstances include increasing foreign ownership from 50% or less to more than 50%, or increasing ownership when the relevant foreign investors already hold more than 50%.
3.3. The target holds land in a specified sensitive area
Registration is required where the target holds a land-use-right certificate in the areas specified in Point (c), Clause 3, Article 21, including areas affecting national defence and security.
The three cases should be reviewed independently (see When Is M&A Approval Required in Vietnam?). A transaction that does not trigger the ownership threshold may still require registration under the market-access or land-related test.
4. What Is the Difference Between Buying Existing Shares and Making a New Capital Contribution?
Although both forms of investment are addressed by Article 21, they may have different commercial and corporate consequences.
Acquisition of existing shares: The buyer acquires an ownership interest from an existing shareholder. The transaction changes the ownership structure but does not necessarily increase the company's charter capital.
New capital contribution: The investor contributes capital to the company in exchange for an ownership interest. Depending on the structure, this may change the company's charter capital and the ownership percentages of existing investors.
The parties should specify the transaction form in the agreement and ensure that the registration application accurately reflects the proposed investment.
5. Documents for a Share Acquisition
The required M&A registration dossier depends on whether the transaction falls within the statutory registration cases.
Under Article 76 of Decree No. 96/2026/ND-CP, the prescribed dossier for a transaction requiring registration includes:
- The registration application containing information about the target, business lines, existing and proposed ownership structure, transaction value and relevant investment-project information;
- Documents concerning the legal status of the foreign investor and target economic organisation;
- An in-principle agreement on the share acquisition or capital contribution; and
- Relevant land-use-right information or documentation in the applicable land-related case.
Additional corporate documents may be needed to implement the transfer under enterprise law and the target company's constitutional documents.
Foreign documents should be reviewed for any applicable translation, certification or consular legalisation requirements. See M&A Approval Required Documents in Vietnam.
6. What Is the Procedure for Acquiring Shares?
Step 1: Review the target company
Review the target's corporate records, ownership structure, business activities, investment projects, licences, contracts, tax position and land-use rights.
Step 2: Assess foreign ownership conditions
Determine whether the proposed acquisition satisfies market-access conditions and any applicable ownership restrictions.
Step 3: Determine whether M&A registration is required
Apply the three cases in Clause 3, Article 21 of the 2025 Law on Investment.
Step 4: Negotiate the transaction documents
Prepare the share purchase agreement or other appropriate transaction agreement. Address regulatory approvals, conditions precedent, payment mechanics, representations, warranties and cooperation obligations.
Step 5: Complete the applicable regulatory procedure
If registration is required, submit the prescribed dossier to the investment registration authority where the target's head office is located and obtain the registration result before implementing the change of members or shareholders. For ordinary cases, the authority notifies the result within 10 working days of receiving a valid dossier; see M&A Approval Timeline in Vietnam and M&A Approval Procedure in Vietnam.
Other regulatory approvals may be required independently.
Step 6: Complete the share transfer and corporate formalities
Complete the applicable payment, transfer and corporate-registration steps in the legally required sequence. Update the target's shareholder or member records and other relevant corporate information.
Step 7: Review post-acquisition obligations
Confirm whether the transaction requires updates to existing investment-project documents, licences, tax information, banking arrangements or other corporate and regulatory records.
7. Does a Share Acquisition Automatically Require an IRC?
No. Under Point (c), Clause 2, Article 26 of the 2025 Law on Investment, an investment made through a capital contribution, share acquisition or acquisition of capital contributions does not, solely by reason of that investment form, constitute a project requiring an IRC.
However, the target may have an existing investment project with its own registration and approval requirements. The parties should determine whether the acquisition affects any project-related information or obligations.
8. What Should the Share Purchase Agreement Address?
The agreement should reflect the regulatory and commercial risks identified during due diligence.
Depending on the transaction, relevant provisions may address:
- Conditions precedent for M&A registration or other approvals;
- The parties' obligations to prepare and submit regulatory documents;
- The accuracy of ownership, corporate and financial information;
- Representations and warranties concerning licences, contracts, liabilities and tax;
- Payment, completion and transfer mechanics;
- The consequences of regulatory delay or refusal; and
- Post-closing assistance and cooperation obligations.
The agreement should be tailored to the target's legal form, the transaction structure and the applicable Vietnamese law requirements.
9. Common Mistakes to Avoid
Foreign investors should avoid:
- Assuming that a minority share acquisition is automatically exempt from M&A registration;
- Assessing only the buyer's direct ownership percentage without considering Article 20;
- Failing to check conditional market-access business lines;
- Overlooking land-use rights in sensitive locations;
- Signing transaction documents without clearly allocating responsibility for regulatory filings; and
- Treating M&A registration as a substitute for other corporate or sector-specific procedures.
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Conclusion
Share acquisitions by foreign investors in Vietnam are subject to market-access, national defence and security, land-law and corporate requirements. Certain transactions must be registered under Article 21 of the 2025 Law on Investment before the change of members or shareholders.
The parties should determine the appropriate transaction structure, assess the registration triggers, conduct due diligence and coordinate the regulatory and corporate steps before closing.
Legal basis: Law No. 143/2025/QH15 on Investment, Articles 8, 20, 21 and 26; Decree No. 96/2026/ND-CP, Article 76; the Law on Enterprises and other applicable legislation.
Related Guides
- M&A Approval in Vietnam: A Guide for Foreign Investors
- Foreign Investor Acquisition of a Vietnamese Company
- When Is M&A Approval Required in Vietnam?
- M&A Approval Required Documents in Vietnam
- M&A Approval Procedure in Vietnam
- M&A Approval Timeline 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.