A Chinese conglomerate wants to acquire an operating company — in China or in Vietnam? The question sounds simple, but the two M&A deals run on entirely different legal tracks: China controls mergers under its Anti-Monopoly Law with global-revenue thresholds, while Vietnam controls them under the Competition Law with Vietnam-based asset/revenue thresholds — plus a separate Investment Law M&A procedure. This article compares head-to-head the approvals and timelines for acquiring an operating company in each country — which gates you’ll pass, how long each takes, and where the timeline traps lie.
The approval map: Vietnam — three gates
Acquiring an operating company in Vietnam means passing three potentially simultaneous approval layers.
Gate 1: Investment Law M&A approval. Under the Investment Law 143/2025/QH15 and Decree 96/2026/ND-CP, a foreign investor contributing capital or acquiring shares/stakes in a Vietnamese enterprise must register/seek approval where: (a) it increases foreign ownership in a conditional business line; (b) it takes foreign ownership above 50% of charter capital; or (c) it increases holdings in an enterprise holding land use rights in sensitive areas (islands, borders, coastal zones). The Department of Finance (or industrial-park board) processes this in a realistic 15–30 working days with a clean file. The core difference from China: Vietnam reviews M&A through a foreign-investment management lens — even a competitively harmless deal may need approval purely on ownership thresholds.
Gate 2: economic-concentration notification under the Competition Law. The Competition Law 23/2018/QH14 (effective 01/07/2019) and Decree 35/2020/ND-CP require notification to the National Competition Commission before closing where thresholds are met: combined Vietnam-based assets or revenue of the parties (sector-specific thresholds, e.g. VND 3,000 billion in assets/revenue for many sectors). Preliminary review takes 30 days, extendable to a formal 90–150 day investigation if competition concerns arise. Note: thresholds count Vietnam-based revenue/assets — a huge global deal with a small Vietnamese footprint may not trigger.
Gate 3: post-deal IRC amendment and enterprise registration. After closing, the buyer amends the IRC (investor change) and registers enterprise changes. Realistic Vietnam total: 2–5 months for ordinary deals (no competition issues), 6–12 months with a full concentration investigation.
The approval map: China — two gates, global thresholds
Acquiring an operating company in China runs on different logic.
Gate 1: merger control under the Anti-Monopoly Law (2022 amendments). China applies global + China revenue thresholds: if the parties’ combined global revenue exceeds the threshold and at least two parties each exceed the China-revenue threshold, pre-closing notification to the anti-monopoly authority (SAMR) is mandatory — a “stop the clock” regime, with no closing before clearance. Review: 30 days preliminary, up to 90–120 days for in-depth investigation. The core difference from Vietnam: China reviews M&A through a pure competition lens — no separate “foreign investment management” layer for domestic deals between Chinese parties; but where the buyer is foreign, the Negative List adds a layer (sectors closed/restricted to foreign buyers).
Gate 2: sectoral and security approvals (if triggered). Sectors like finance, telecoms and energy need sector-regulator approval; deals touching national security face foreign-investment security review. Realistic China total: 3–6 months for ordinary deals, 9–18 months with in-depth antitrust investigation or security review.
Head-to-head: six criteria
(1) Regulatory philosophy: Vietnam = foreign-investment management + competition (two separate layers); China = competition + security + Negative List (for foreign buyers). (2) Trigger thresholds: Vietnam counts Vietnam-based scale; China counts global + China revenue — a giant buying a small Chinese company can still trigger. (3) “Stop the clock”: both prohibit closing before clearance once notification is required — gun jumping is heavily fined in both. (4) Timing: Vietnam is usually faster for small-to-mid deals (2–5 vs 3–6 months); large complex deals can exceed a year in both. (5) Political risk: in China, national security and sector-policy factors are less predictable; in Vietnam, the biggest risks are conditional business lines (227→198 sectors under Investment Law 143/2025) and land rules. (6) Post-deal: Vietnam adds IRC amendment — China has no equivalent, but has business registration changes similar to enterprise registration.
Timeline traps: five classic schedule-killers
(1) Unaudited target financials. Both SAMR and Vietnam’s Competition Commission demand reliable figures — a target unaudited for 2–3 years gets the file bounced. (2) Land valuation. In Vietnam, where the target holds land use rights, land valuation is the most disputed, most delaying point. (3) Third-party consents. The target’s loan agreements, land leases and sub-licences may require lender/lessor/licensor consent on change of control — collecting these always takes longer than planned. (4) Security review (China). No published fixed timetable — budget a downside scenario. (5) Lunar New Year gaps. Both countries shut down for long Tet holidays — a year-end negotiation that forgets 3–4 weeks of holidays on both sides will certainly miss its schedule. Recommendation: build a two-track timeline (base case + in-depth-investigation case), and put a long-stop date in the contract — if approvals aren’t done by then, either side may walk away penalty-free.
M&A checklist: buying an operating company in China vs Vietnam
Buying in Vietnam: (1) Determine whether capital-contribution/share-acquisition approval applies under Investment Law 143/2025 (conditional sector? over 50%? sensitive land?). (2) Compute concentration thresholds under Decree 35/2020 (Vietnam-based assets/revenue). (3) File M&A approval with the Department of Finance (15–30 days). (4) Notify economic concentration if thresholds hit (30-day preliminary). (5) Amend IRC + enterprise registration post-deal. (6) Check sub-licences and contracts needing change-of-control consent. Buying in China: (7) Compute global + China revenue thresholds under the 2022 Anti-Monopoly Law. (8) Notify SAMR pre-closing if triggered (no gun jumping). (9) Check the Negative List for foreign buyers. (10) Screen sectoral approvals and national-security review. (11) Register business changes post-deal. Both: (12) Audit the target’s last 2–3 years. (13) Two-scenario timeline + long-stop date in the contract. (14) Deduct Lunar New Year shutdowns in both countries. Principle: never promise the board a fixed closing date while approvals are pending — promise a window + conditions, and you’ll keep credibility when the authorities sit on the file.
Running two counsel teams — the coordination playbook
Deals spanning China and Vietnam need two law firms — and the biggest delays come not from regulators but from the gap between the teams. Appoint one quarterback: a single partner (usually on the buyer’s side) who owns the master timeline and forces both teams onto the same closing checklist — without this, the Chinese team files SAMR while the Vietnamese team is still waiting for target financials, and nobody notices for weeks. Harmonise information requests: issue one due-diligence request list covering both jurisdictions (corporate, financial, land, labour, licences, litigation) rather than two overlapping lists that exhaust the target’s management. Align on privilege and documents: Chinese and Vietnamese counsel have different habits on what goes in writing — agree upfront that sensitive analysis stays oral until the deal is signed, and that all filings use consistent figures (revenue, headcount, asset values must match across SAMR and Vietnamese filings, or regulators on both sides ask why the numbers differ). Weekly war-room calls (30 minutes, fixed agenda: filings filed, approvals pending, blockers, next week’s actions) cost little and prevent the classic failure mode where each team assumes the other is handling the shared items — tax structuring, FX routing, and the long-stop date. The acquirers who close on time are rarely the ones with the cleverest structure; they’re the ones whose two counsel teams behaved as one.
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FLAT Law Firm advises Chinese investors in Vietnam across the full lifecycle: investment structuring, IRC/ERC procedures, tax, labour, intellectual property and dispute resolution. Contact us for advice tailored to your case.
This article has been quality-reviewed by the FLAW AI Legal Council
