Not every foreign purchase of capital in Vietnam needs prior permission, but erring in either direction is costly: an unnecessary filing slows the deal, a missing one stalls the shareholder registration. This article separates precisely the three mandatory registration cases under Investment Law 143/2025/QH15 and Decree No. 96/2026/ND-CP, with the dossier and sequence that accompany them.
The legal framework
The first case is sector-based: where the target operates in a sector on the restricted market-access list carrying conditions for foreign investors, the capital contribution or share purchase must be registered with the investment registration authority before the company changes members or shareholders, whatever the percentage acquired.
The second case is ratio-based: a transaction that takes the foreign investor together with its related persons above 50 percent of the target’s charter capital must be registered, even if the sector is unconditional. The threshold is measured on the aggregate holding of the investor and related persons after the transaction, not on each investor viewed in isolation.
The third case is sensitive land: where the target holds land use right certificates on islands, in border or coastal communes or wards, or in other areas affecting national defence and security, the transaction must be registered in advance. These three cases form the closed list under Investment Law 143/2025/QH15 and Decree No. 96/2026/ND-CP; outside them, deals proceed as ordinary enterprise procedures.
Applied analysis and a practical example
The registration dossier typically comprises the prescribed registration form for the capital contribution or share purchase, documents on the investor’s legal status, a copy of the target’s enterprise registration certificate, and land-related documents in the sensitive-land case; the provincial investment registration authority receives and reviews the file and may seek opinions from sector regulators or defence and security authorities where needed.
On timing, investors should not assume one fixed number of days for every file: processing follows Decree No. 96/2026/ND-CP and the practice of the investment registration authority where the target is headquartered, and files involving sensitive land or complex conditional sectors commonly need extra opinion-seeking time. Deal timetables should carry a buffer for this step rather than fixing a closing date hard against it.
A frequently confused point is that this registration differs from issuing an investment registration certificate for a new project: it is an approval document for a specific capital transaction into an existing company, creating no new investment project and not replacing the subsequent member or shareholder change registration at the enterprise registration authority.
Practical example: A European family office acquired 60 percent of a Vietnamese furniture exporter in Binh Duong in an unconditional sector and assumed the ratio alone triggered nothing. The screening showed the above-50-percent case applied on its own, so the registration was filed and cleared first, and the later shareholder change registered cleanly with the approval document attached.
Action checklist
- Run the three screening questions: sector, above 50 percent, sensitive land
- Aggregate the investor and related persons when testing the threshold
- Prepare the investor’s legal status documents in the prescribed form
- Identify the provincial authority where the target is headquartered
- Buffer time for sector opinion-seeking where it applies
- Register the shareholder change only after the approval issues
Deeper notes
Aggregating related persons is the technical point most often got wrong: stakes held by the investor’s parent, subsidiaries and related individuals all count toward the above-50-percent threshold, so a deal that looks like 30 percent on its face may in substance already cross the threshold if the related group quietly holds 25 percent from before. The group’s full ownership map must be drawn before concluding whether registration is needed.
Where a filing is refused, the reasons usually lie in unmet sector conditions, a ratio above the market-access ceiling, or a sensitive-land factor the competent authority will not accept; redesigning the deal — a lower ratio, a structure through charter capital increase, or carving the sensitive land asset out of the target — are the routes counsel should assess before refiling.
Frequently Asked Questions
When must a foreign investor obtain approval to buy capital?
Prior permission is required in exactly three cases: the target operates in a sector conditional for foreign investors under the restricted market-access list; the transaction takes the foreign investor and its related persons above 50 percent of charter capital; or the target holds land use rights on islands, in border or coastal areas, or in areas affecting national defence and security. If any one of the three is true, registration is mandatory and must be completed before members or shareholders change.
At what ownership threshold does permission become mandatory?
The mandatory threshold is above 50 percent of charter capital, aggregated across the foreign investor and its related persons after the transaction; it is one of the three registration cases, independent of the sector factor. Note that the threshold is not an ownership cap: exceeding 50 percent remains permitted in open sectors, but the deal must pass the registration step so the state can check access conditions and sensitive factors before the shareholder change takes effect.
What does the approval dossier include and how long does it take?
The dossier comprises the prescribed capital contribution and share purchase registration form, documents evidencing the foreign investor’s legal status, the target’s enterprise registration certificate, and land use right documents in the sensitive-land case. Processing time follows Decree No. 96/2026/ND-CP and the practice of the provincial investment registration authority, with files needing sector or defence and security opinions usually taking longer than ordinary files; investors should file early and keep a buffer in the closing calendar.
This article has been quality-reviewed by the FLAW AI Legal Council
