Foreign investors do not need to obtain M&A approval for every acquisition in Vietnam. However, certain transactions involving capital contributions, share acquisitions or acquisitions of capital contributions in an existing Vietnamese company must be registered before the change of members or shareholders takes place.
The principal legal basis is Clause 3, Article 21 of Law No. 143/2025/QH15 on Investment, effective from 1 March 2026, together with the applicable implementing regulations, including Decree No. 96/2026/ND-CP.
Whether registration is required depends on the target company's business activities, the resulting foreign ownership structure and the company's land position. For an overview of the full regime, see our guide to M&A Approval in Vietnam.
1. The Three Main Cases Requiring M&A Registration
Under Clause 3, Article 21 of the 2025 Law on Investment, foreign investors must register their capital contribution, share acquisition or acquisition of capital contributions before the relevant change of members or shareholders if one of the following conditions is met.
Case 1: The transaction increases foreign ownership in a conditional market-access business
Registration is required if 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 begin with the target company's actual business activities and registered business lines. The relevant market-access conditions may include foreign ownership limits, restrictions on the permitted form of investment or other conditions imposed under Vietnamese law and applicable international commitments.
Example: A foreign investor proposes to acquire an additional interest in a Vietnamese company that operates in a business line subject to conditional market access. If the acquisition increases the foreign ownership ratio, the transaction may trigger the registration requirement even if the resulting foreign ownership remains below 50%.
The applicable business-line conditions should be reviewed before the parties agree on the final transaction structure. See Market Access for Foreign Investors in Vietnam and Foreign Ownership Limits by Sector.
Case 2: The transaction results in qualifying foreign ownership exceeding 50%
Registration is required where the transaction results in foreign investors or 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%.
Example: A foreign investor proposes to acquire shares that would increase the relevant foreign ownership from 40% to 55%. The transaction falls within the ownership-threshold test, subject to the full statutory conditions.
The calculation must take account of Article 20. A review limited to the immediate buyer's direct shareholding may not be sufficient where foreign-invested economic organisations are involved in the ownership chain.
Case 3: The target company holds land in specified sensitive areas
Registration is required where the foreign investor acquires shares or capital contributions in an economic organisation holding a certificate of land-use rights in the areas specified in Point (c), Clause 3, Article 21.
These include islands, border-area communes, wards or special zones, coastal communes or wards, and other areas affecting national defence and security.
This requirement makes land due diligence particularly important in acquisitions involving real estate, industrial facilities, logistics, tourism or manufacturing businesses.
The review should identify the target company's land-use rights and relevant locations. The registered head office alone may not reveal whether the company holds land in a sensitive area.
2. When May M&A Registration Not Be Required?
If a transaction does not fall within the three cases in Clause 3, Article 21, the statutory M&A registration procedure under that provision may not be required.
In that case, Clause 2, Article 76 of Decree No. 96/2026/ND-CP provides that the target company registers the change of members or shareholders with the business registration authority under enterprise law. An investor that nevertheless wishes to register the capital contribution or share acquisition may follow the registration procedure in Clause 3, Article 76.
However, this does not mean the transaction can automatically close without further formalities. The parties should still review:
- Enterprise-registration requirements for the change of members or shareholders;
- Market-access and foreign ownership conditions;
- The target company's investment projects and any applicable IRC obligations;
- Competition-law requirements, including any economic concentration notification or approval requirement;
- Sector-specific rules applicable to the target company; and
- Applicable foreign-exchange, banking, securities and tax requirements.
The legal conclusion should be documented based on the actual ownership structure, the target's business lines and its assets.
3. Does the 50% Threshold Apply to Every Acquisition?
No. The more-than-50% test is one of the statutory triggers, not the only test.
An acquisition that leaves foreign ownership at or below 50% may still require registration if it increases foreign ownership in a business line subject to conditional market access or involves a target company holding land in a specified sensitive area.
Conversely, the fact that a foreign investor acquires a minority interest does not, by itself, establish that registration is required. The transaction must be assessed against all three statutory cases.
4. Must Registration Be Completed Before Closing?
Where the transaction falls within Clause 3, Article 21, registration must be completed before the change of members or shareholders.
The transaction documents should therefore allocate responsibility for the application, cooperation obligations, regulatory conditions precedent and the consequences of a delayed or unsuccessful filing.
The parties should not treat signing the acquisition agreement as equivalent to completing the regulatory procedure. Under Clause 6, Article 76 of Decree No. 96/2026/ND-CP, the foreign investor's rights and obligations as a member or shareholder are established only once the change-of-members or shareholders procedure has been completed.
5. How to Assess a Proposed Acquisition
Before signing or closing a transaction, foreign investors should consider the following sequence:
- Identify the target company's registered and actual business activities.
- Check whether any activity is subject to conditional market access for foreign investors.
- Calculate the relevant foreign ownership before and after the transaction, including the Article 20 ownership rules.
- Review whether the target company holds land-use-right certificates in a specified sensitive area.
- Identify other regulatory requirements, including competition-law and sector-specific obligations.
- Confirm the prescribed application documents, competent authority and applicable timetable under the current regulations.
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Conclusion
Under the 2025 Law on Investment, M&A registration is required in three principal situations: an increase in foreign ownership in a conditional market-access business, a transaction resulting in qualifying foreign ownership exceeding 50% in the circumstances specified by law, or an acquisition involving a target company holding land in specified sensitive areas.
Foreign investors should assess all three triggers before completing a transaction. A transaction-specific review is also necessary to identify corporate, competition, sector-specific and other regulatory obligations.
Legal basis: Law No. 143/2025/QH15 on Investment, Article 20 and Clause 3, Article 21; Decree No. 96/2026/ND-CP, Article 76; and other applicable laws.
Related Guides
- M&A Approval in Vietnam: A Guide for Foreign Investors
- Market Access for Foreign Investors in Vietnam
- Foreign Ownership Limits by Sector in Vietnam
- Foreign Ownership 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.