How does acquiring an insurance company in Vietnam differ from buying an ordinary business? It differs by one mandatory “gate”: a share or capital contribution transfer resulting in a shareholder owning 10% or more of charter capital requires prior written approval from the Ministry of Finance. This article is an approval handbook for buyers, under the legal framework in force as of 14 October 2026 — including a critical clarification: Law 139/2025 does not change the approval mechanism in Article 74 of the Law on Insurance Business.
1. The two-way 10% threshold — prior Ministry of Finance approval
Article 74 of the Law on Insurance Business 2022 (08/2022/QH15, effective 1 January 2023) provides that insurers, reinsurers, and foreign branches must obtain written approval from the Ministry of Finance before making changes, including point (d) of Clause 1: “transfer of shares or capital contributions resulting in a shareholder or contributing member owning 10% or more of charter capital, or falling below 10%“.
The 10% threshold works both ways: crossing up to 10% or more, and falling below 10%, both require prior approval. Acquiring 100% or control of an insurer clearly falls within scope. Within 10 days of approval, the Ministry of Finance publishes the change on its web portal (Clause 2). A change of beneficial owner requires written notification within 15 days (point (d) of Clause 3).
2. Clarification: Law 139/2025 does not amend the transfer-approval rule in Article 74(1)(d)
Law 139/2025/QH15 (amending certain articles of the Law on Insurance Business; passed 10 December 2025, effective 1 January 2026) amends Article 73 (12-month deadline for official operation), Article 74 (amending point (b) of Clause 3; repealing points (b) and (c) of Clause 3) and Article 81 (qualifications of managers and controllers) — but does not amend the transfer-approval rule in point (d) of Clause 1, Article 74: the two-way 10% threshold and the Ministry of Finance prior written approval authority remain intact.
Accordingly, any claim that “Law 139/2025 tightens or loosens insurance share-transfer conditions” has no basis. This article uses the amended Law on Insurance Business: Articles 73 and 81 are cited as amended; other provisions follow Law 08/2022.
3. Conditions for the buyer
Buyers of an insurance company must meet the shareholder and contributing-member conditions under the Law on Insurance Business and guiding instruments (check Articles 69–70 of Law 08/2022 in the original text), notably:
- Financial capacity of the investor;
- Borrowed or entrusted capital may not be used for capital contribution (Decree 46/2023/ND-CP);
- Foreign investors may participate in owning insurer charter capital — check the specific ratio against Article 7 of Law 08/2022 and Decree 46/2023 in the original text before asserting.
4. Ongoing conditions: capital and personnel
Minimum charter capital under Article 35 of Decree 46/2023 (as amended by Decree 97/2026/ND-CP, effective 31 March 2026 — check current levels in the original text): life insurance VND 750–1,300 billion depending on business lines; non-life insurance VND 400–500 billion; health insurance VND 400 billion; reinsurance VND 500–1,400 billion; insurance brokerage VND 5–10 billion. Enterprises established before 1 July 2023 that are under-capitalized must top up by 1 January 2028.
Senior personnel after the M&A must meet the new standards under Law 139/2025 (effective 1 January 2026): a university degree or higher, 3–5 years of experience in insurance/finance/banking, and no administrative sanctions in the insurance business sector during the preceding 03 consecutive years (amended Article 81).
Beyond share transfers, the following also require prior Ministry of Finance approval: changes in charter capital levels; changes of the Chair of the Board of Directors/Board of Members, the General Director, or the Appointed Actuary; division, split, merger, or consolidation (points (b), (dd), (e) of Clause 1, Article 74).
5. Accompanying approval layers and the practical sequence
The practical deal sequence has four steps: (a) sign the M&A agreement with Ministry of Finance approval as a condition precedent; (b) file the approval application with the Ministry of Finance (via the Insurance Supervisory Authority); (c) after approval → complete the transfer and enterprise registration; (d) strengthen personnel and meet capital conditions.
Accompanying layers include: economic concentration — notify the National Competition Commission if thresholds are exceeded (2018 Law on Competition + Decree 35/2020/ND-CP; check thresholds in the original text); capital contribution/share purchase registration for foreign investors (insurance is a conditional market-access sector — Appendix I of Decree 96/2026/ND-CP, 2025 Law on Investment); enterprise registration changes and beneficial-owner declaration (Law on Enterprises 2020 as amended by Law 76/2025/QH15).
6. Common traps
- Buying 9.9% to “dodge” the threshold, then buying up to 10%+ without approval, is a violation. The threshold is measured on post-transaction ownership;
- “Buying below 10% means nothing to do” — only half true: the 15-day beneficial-owner change notification may still apply;
- Confusing an insurer with an insurance brokerage or auxiliary insurance service provider: from 1 January 2026, Law 139/2025 only removes the phrase “cross-border auxiliary insurance services” (aligning with the 2025 Law on Investment) — a completely different approval regime;
- Transferring before approval may trigger administrative sanctions in the insurance business sector (check current fine levels in the original text).
Frequently asked questions
What shareholding percentage triggers Ministry of Finance approval?
When a transaction results in a shareholder owning 10% or more of charter capital (or falling below 10%), prior written Ministry of Finance approval is required (point (d), Clause 1, Article 74 of the 2022 Law on Insurance Business).
Did Law 139/2025 change the transfer-approval procedure?
No. Law 139/2025 does not amend the transfer-approval rule in point (d) of Clause 1, Article 74 — the two-way 10% threshold and the Ministry of Finance prior approval authority remain unchanged.
What percentage may foreign investors buy?
The 2022 Law on Insurance Business allows foreign investors to own insurer charter capital; check the specific ratio against Article 7 of Law 08/2022 and Decree 46/2023 in the original text.
What happens after approval is granted?
Complete the transfer, amend enterprise registration, align personnel with the new standards (amended Article 81), ensure minimum charter capital, and notify any beneficial-owner change within 15 days.
Sources
- Law on Insurance Business 2022 (08/2022/QH15) (effective 1 January 2023): Article 74 (Clause 1(d) — share/capital-contribution transfers resulting in 10%+ or below-10% ownership require prior written Ministry of Finance approval; Clause 2 — publication within 10 days; Clause 3(d) — 15-day beneficial-owner change notification). Article 74(1)(d) unchanged after Law 139/2025 (the law only amends point (b) of Clause 3 and repeals points (b)-(c) of Clause 3, Article 74).
- Law 139/2025/QH15 (passed 10 December 2025, effective 1 January 2026) — amends Article 73 (12-month official-operation deadline), Article 74 (amending point (b) of Clause 3; repealing points (b) and (c) of Clause 3) and Article 81 (manager/controller standards: university degree or higher, 3–5 years of experience, no administrative sanctions in insurance business during the preceding 03 consecutive years).
- Decree 46/2023/ND-CP (amended by Decree 97/2026/ND-CP, effective 31 March 2026): Article 35 (minimum charter capital); prohibition on borrowed/entrusted capital for contribution.
- Law on Investment 2025 (143/2025/QH15); Law on Competition 2018 + Decree 35/2020/ND-CP; Law on Enterprises 2020 (59/2020/QH14) as amended by Law 76/2025/QH15.
For reference only; not legal advice. This content was prepared by AI and will undergo quality review by the AI Legal Council of FLAT Law Firm before any publication consideration; it is not the legal opinion of a licensed human lawyer. Laws and regulations may change; verify the current legal texts before applying them.
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