Buying an operating company can be a quick route into Vietnam because staff, customers, contracts and licences may already be in place. But a share deal also buys the company’s history. A safe acquisition starts with two questions: may the foreign investor own the business, and what liabilities sit inside it?
The short answer
Foreign individuals and companies may acquire part or all of a Vietnamese company, provided they satisfy:
- market-access, treaty and sector-specific conditions;
- national defence, security and land restrictions;
- merger-control rules, where applicable; and
- required investment, enterprise, tax and foreign-exchange procedures.
There is no general 49 percent foreign-ownership cap. Many unrestricted sectors permit 100 percent ownership. However, open market access does not remove environmental, fire-safety, product, trading or other operating approvals.
Under the Law on Investment 2025, effective from 1 March 2026, buying shares or capital does not itself require an Investment Registration Certificate, or IRC. Pre-closing M&A registration may still be compulsory.
Choose the right acquisition structure
A foreign buyer normally uses one of three structures:
- Purchase existing shares or capital. The buyer pays the seller and becomes a shareholder or member. Charter capital normally stays unchanged.
- Subscribe for new shares or additional capital. The money goes into the company, increasing capital and diluting existing owners.
- Combine both. Part of the price goes to the seller and part funds the business.
A limited liability company records contributed capital, while a joint stock company issues shares. General partners carry unlimited liability and face special eligibility rules. Asset and project acquisitions require separate structuring.
Check whether foreign ownership is permitted
Vietnam uses a negative-list approach. A foreign investor receives the same market access as a domestic investor unless the activity appears on the restricted list or another law or treaty imposes conditions.
Appendix I to Decree 96/2026/ND-CP lists 23 sectors not open to foreign investors and 62 sectors with conditional access.
Examples of activities generally closed to foreign investors include press and news-gathering services, fishing and marine-resource exploitation, investigation and security services, and specified judicial administrative services.
Conditional sectors include retail and distribution, logistics and transport, telecommunications, education, advertising and payment intermediary services. Tourism requires careful classification. Travel-agency and tour-operation services are generally closed to foreign investors, except international inbound-tourism services serving foreign visitors to Vietnam. That exception remains subject to applicable licensing and market-access conditions.
Where access is conditional, the requirement may involve an ownership ceiling, Vietnamese partner, permitted business scope, investor experience, licence or a combination of these.
By contrast, many ordinary manufacturing, software-development and general management-consulting activities can often be wholly foreign-owned. The exact Vietnamese business line matters, so never rely only on the target’s English business description.
Also distinguish market access from activities prohibited for everyone in Vietnam. Prohibited businesses, including debt-collection services and trading in electronic cigarettes or heated tobacco products, cannot be rescued by using a Vietnamese nominee.
When is pre-closing M&A registration required?
The target must register the proposed acquisition before changing its members or shareholders if any of these tests applies:
- the deal increases foreign ownership in a company operating in a sector subject to conditional foreign market access;
- foreign investors and specified foreign-invested entities move from 50 percent or less to more than 50 percent ownership, or increase their holding when they already own more than 50 percent; or
- the target holds a land-use-right certificate for land on an island, in a border commune, ward or special zone, a coastal commune or ward, or another area relevant to national defence or security.
Decree 96 provides a limited exception to the land-based trigger for a target implementing an investment project inside a lawfully established industrial park, export-processing zone, high-tech zone or economic zone. Whether it applies depends on the target’s project and land records, not simply the name of its location.
File with the investment registration authority where the target has its head office, usually the provincial Department of Finance or relevant zone management board.
The decision period is 10 working days after receipt of a valid dossier, and the procedure carries no state fee. Defence or security consultation may occur. Approval permits the parties to proceed, but it does not itself make the buyer the registered owner. The buyer’s member or shareholder rights arise after the required ownership change is completed.
If none of the three tests applies, the investor may normally proceed directly to closing and the enterprise-registration update. The underlying market-access and sector rules still apply.
Due diligence is the part that saves money
A share acquisition preserves the legal entity and its past liabilities. Review at least:
- incorporation records, charter, ownership, historic transfers and capital payments;
- IRC, operating licences, registered business lines and compliance conditions;
- land, leases, construction, fire-safety and environmental records;
- tax returns, invoices, accounting books, debts and related-party transactions;
- employees, work permits, compulsory insurance and unpaid benefits;
- key contracts, change-of-control clauses, intellectual property and data compliance; and
- litigation, administrative penalties, guarantees and contingent liabilities.
Convert the findings into conditions, price adjustments, warranties, indemnities, tax clauses, escrow and closing deliverables.
Documents commonly required in 2026
Where M&A registration is triggered, the core dossier normally includes:
- the prescribed registration form, identifying the target, business lines, ownership before and after the deal, transaction value and relevant projects;
- legal-status documents for the buyer and target;
- an agreement in principle for the acquisition; and
- land-use-right information and supporting documents when the land test is relevant.
The post-closing enterprise-change dossier depends on company type. It commonly includes the prescribed filing, corporate approvals, amended charter or member list, transfer evidence, buyer and representative documents, and M&A approval if required.
Foreign corporate documents usually need consular legalisation, unless exempt, and certified Vietnamese translation. From 23 July 2026, Decree 296/2026 also affects electronic authentication and beneficial-owner reporting.
Do not use one form set for both stages. Pre-closing M&A registration uses Form I.1.13 under Circular 55/2026/TT-BTC. The later enterprise-registration filing uses the relevant forms under Circular 121/2026/TT-BTC, which amended Circular 68/2025/TT-BTC.
A practical step-by-step process
1. Run an eligibility and structure check
Map every registered and actual business activity against Vietnam’s market-access schedule, treaties and sector laws. Confirm the maximum foreign holding, required licences, land position and whether the buyer will purchase, subscribe or do both.
2. Conduct due diligence and agree the valuation
Complete financial, tax and legal due diligence before finalising the price. Address risks through price adjustments, indemnities, escrow or pre-closing remedies.
3. Sign a conditional transaction agreement
Make regulatory approvals, satisfactory due diligence, third-party consents and the agreed payment route conditions to closing. Do not record the buyer as owner before mandatory M&A approval.
4. Obtain required approvals
File the M&A registration if a statutory test applies, obtain any sector approval or licence amendment, and check merger control separately. From 1 July 2026, an ordinary enterprise participating in a concentration, or its affiliated group, may trigger notification if its Vietnam assets or turnover in the preceding financial year reach VND 6 trillion, the value of a concentration conducted in Vietnam reaches VND 2 trillion, or the parties’ combined market share reaches 20 percent. Credit institutions, insurers and securities companies use separate thresholds.
5. Close and pay through the correct banking route
Vietnam’s foreign-exchange and non-cash payment rules determine the appropriate account and payment route. Confirm it with a Vietnamese bank before signing the payment clause.
6. Update the enterprise register
Register the new member, owner or relevant foreign shareholder and update beneficial-owner information where required. A valid enterprise-registration filing is generally processed within three working days. Observe the deadline applicable to the change.
7. Complete tax and post-closing work
Handle transfer tax, IRC and licence updates, bank mandates, contractual notices, seals, accounting data, e-invoices and digital signatures.
How long does it take?
| Stage | Typical timing |
|---|
| Eligibility review, due diligence and negotiation | Commonly 2 to 6 weeks, depending on the target |
| M&A registration, if required | 10 working days from a valid dossier |
| Enterprise-registration update | Usually 3 working days from a valid dossier |
| Straightforward transaction overall | Often 4 to 8 weeks in practice |
| Competition review, if triggered | 30 days for preliminary review; a full review may take up to 90 days, with a possible extension of up to 60 days |
These estimates are not statutory promises. Legalisation, incomplete records, consultation or remediation can extend them.
What does it cost?
There is no universal government “takeover fee,” and M&A registration is free. Budget for due diligence, tax advice, valuation, legalisation, bank charges, enterprise fees, licence amendments and escrow.
The seller’s tax also affects negotiations:
| Seller and interest transferred | General current treatment |
|---|
| Individual transferring LLC or partnership capital | From 1 July 2026, 20% of taxable gain; 2% of gross price if the purchase price and related costs cannot be established |
| Individual transferring shares or other securities | 0.1% of gross transfer price |
| Vietnamese corporate seller | Generally 20% corporate income tax on taxable gain |
| Foreign corporate seller | Under Decree 320/2025/ND-CP, generally 2% of gross revenue for a capital transfer, or 0.1% for a securities transfer |
Seller status, transaction classification, treaty relief and limited qualifying intra-group restructurings can change the result. The agreement should assign filing, payment and withholding responsibilities.
Example: buying 100 percent of a manufacturing company
Suppose a foreign investor buys all capital in a Vietnamese limited liability company carrying on unrestricted manufacturing. The sector may permit 100 percent foreign ownership, but moving from zero to more than 50 percent triggers pre-closing M&A registration.
The buyer should verify land or lease rights, environmental and fire-safety approvals, machinery, labour compliance and tax history. After approval and payment-route confirmation, the parties close, register the new owner and complete tax and licence work. Old liabilities remain, so diligence and contractual protection matter.
The takeaway
Buying a Vietnamese company can be faster than starting one, but preparation matters. Confirm foreign ownership, investigate the target, make approvals closing conditions, and coordinate investment, enterprise, banking and tax steps.
Need a corporate lawyer, tax adviser or due diligence team in Vietnam? Submit a request through Easytiger to find professionals suited to the transaction.
Information checked to October 2026. This article provides general information, not legal or tax advice. Obtain advice for the buyer, target, sector and transaction concerned.
