M&A in Vietnam for Chinese and Foreign Investors

M&A in Vietnam: who is this service for?

• Chinese investors and foreign investors seeking to acquire shares, capital contributions or assets of Vietnamese companies.
• Chinese-speaking enterprises needing legal due diligence on a target company in Vietnam.
• Sellers needing to prepare legal dossiers before raising capital or transferring.
• Investors wishing to buy factories, workshops, licences, distribution networks or operating companies.
• FDI enterprises needing restructuring, internal transfers or onboarding new investors.

Legal issues clients commonly face

Investors often focus on price but overlook market access conditions and foreign ownership ratios. If the business line is conditional, the transaction may need approval or registration before closing.

Legal due diligence needs to go deep into land, workshops, labour, tax, contracts, licences, disputes and post-closing obligations. A clean-looking dossier lacking original documents can hide major risks.

Contract terms need clear treatment of conditions precedent, representations and warranties, indemnities, purchase price retention, post-closing obligations and governing law. For bilingual contracts, the prevailing language version must be determined.

What does FLAT LAW FIRM do?

• Designing the transaction structure: share purchase, capital contribution, assets, projects or joint ventures.
• Reviewing market access conditions and procedures for registering capital contributions and share purchases.
• Conducting legal due diligence with a scope suited to the transaction’s objectives.
• Drafting, reviewing and negotiating LOI, MOU, SPA, SHA, APA and closing documents.
• Advising on conditions precedent, payment mechanics, security, indemnities and dispute handling.
• Assessing obligations to register capital contributions and share purchases and the economic concentration notification obligation under the Law on Competition 2018 (where the transaction exceeds thresholds).
• Supporting post-closing procedures: ERC, IRC, beneficial owner, governance and contract amendments.

Implementation process

1. Determining the transaction objectives, client role, business lines, ownership ratio and key assets.
2. Preparing a document checklist and the scope of legal due diligence.
3. Reviewing dossiers, interviewing related parties and preparing a prioritized risk report.
4. Proposing the transaction structure, conditions precedent and risk mitigation mechanisms.
5. Drafting or reviewing bilingual transaction contracts where needed.
6. Tracking registration procedures, closing and post-closing support.

Documents clients should prepare

• IRC, ERC, charter, member/shareholder registers and change dossiers of the target company.
• Land and workshop lease contracts, assets, sector-specific licences and environmental dossiers.
• Employee lists, labour contracts, work permits of foreign specialists.
• Material contracts with customers, suppliers, banks and related parties.
• Information on disputes, debts, guarantees, secured assets and tax obligations.
• Draft commercial terms or negotiation documents if available.

Expected timeline

M&A timelines depend on the target company’s size, document volume, business line complexity, land/workshop assets, dispute status, internal approval requirements and post-closing registration procedures. A preliminary legal due diligence can be completed quickly if documents are complete; transactions involving workshops, many licences or many parties usually take longer.

Common legal risks

• Buying a company with business lines restricted to foreign investors.
• Failing to discover tax liabilities, disputes, guarantees or hidden debts.
• Workshops, land or licences not transferring as expected.
• Purchase agreements lacking indemnity mechanisms and conditions precedent.
• Not updating ERC, IRC, beneficial owners or governance information after closing.
• Missing the obligation to register capital contributions and share purchases or to notify economic concentration before closing.
• Dispute resolution clauses unsuitable for a cross-border transaction.

Legal updates to September 2026

M&A with foreign investor elements needs review of the Law on Investment 2025 No. 143/2025/QH15, primarily effective from 01/03/2026 (Article 7 and Appendix IV effective separately from 01/07/2026). A notable new point: foreign investors may be issued an Enterprise Registration Certificate (ERC) before an Investment Registration Certificate (IRC), reversing the previous sequence — relevant where the transaction leads to the establishment of or conversion into a foreign-invested economic organization. Law No. 76/2025/QH15 effective from 01/07/2025 affects enterprise information, members, shareholders, representatives and beneficial owners.

For post-closing disputes, note the new court system under Resolution 81/2025/UBTVQH15, in which territorial jurisdiction over annulment of arbitral awards, bankruptcy, commercial business and intellectual property has been adjusted by Resolution 04/2026/UBTVQH16 (effective from 10/06/2026).

The full text of the above instruments can be found at the Government’s system of normative legal documents. The content on this page should be checked against the instruments in force at the time of the transaction.

Why choose FLAT LAW FIRM?

FLAT LAW FIRM understands that a foreign investor’s M&A transaction must be both compliant with Vietnamese law and clear enough for the overseas parent company to approve. We support in Vietnamese, Chinese and English, helping clients identify legal risks in a decision-ready way. Where a foreign law firm also participates in the transaction, FLAT takes the role of coordinating Vietnam counsel so the dossier runs consistently across both jurisdictions.

Frequently asked questions

Useful links

You should talk to a lawyer if:

• The target company operates in business lines with market access conditions for foreign investors.
• The transaction is large, involves many parties, or may exceed economic concentration notification thresholds.
• Due diligence reveals unclear land, licences, disputes or tax obligations.
• Multi-instalment payment structures, purchase price retention or complex indemnity mechanisms are needed.
• The bilingual contract has not yet determined the prevailing language and governing law.
• Post-closing conversion into an FDI enterprise with new ERC/IRC procedures is required.

In-depth: M&A in Vietnam