Scenario: a Vietnamese investor wants to acquire an operating trading company in Hong Kong as a gateway to international markets. Hong Kong is the lightest in the group on approvals — but two cost items and one compliance trap are routinely missed by first-time buyers.
Hong Kong: no FDI approval — only narrow sectoral exceptions
Hong Kong has no foreign-investment approval for M&A — no distinction between domestic and foreign buyers. The only notable exceptions are specially licensed sectors (telecoms, broadcasting and the like). For most acquisitions of trading, services or logistics companies, signing the contract settles the “approval” question — the starkest contrast with Vietnam in the whole comparison group.
Merger control: the Competition Ordinance — narrower than voluntary
Hong Kong’s Competition Ordinance (Cap. 619) contains a merger rule, but its scope is limited to licensed telecom/broadcasting undertakings — for most ordinary M&A deals, the rule does not apply. In practice: no general merger-control gate like Vietnam’s mandatory concentration notification.
Vietnam: capital-contribution registration plus mandatory notification
In Vietnam, a foreign investor buying shares or stakes must complete registration of capital contribution, share or stake purchase under the Law on Investment 143/2025/QH15 (effective 1 March 2026, replacing Law 61/2020/QH14) in prescribed cases; register member/shareholder changes under the Enterprise Law 2020 (amended by Law 76/2025/QH15, effective 1 July 2025); and file the mandatory pre-closing economic concentration notification under the Competition Law 23/2018/QH14 + Decree 35/2020/ND-CP above thresholds.
Tax and costs: 0.2% stamp duty plus no capital gains tax
Hong Kong levies no capital gains tax, but share transfers attract stamp duty of 0.2% on transaction value — payable and stamping must be on time, or penalties apply. In Vietnam, organisations transferring capital pay CIT under the CIT Law 67/2025/QH15 + Decree 320/2025/ND-CP; individuals pay PIT. The commonly missed Hong Kong compliance trap: updating shareholder/director filings with the Companies Registry and the Significant Controllers Register (SCR) — late filing draws administrative fines.
Quick comparison
| Criterion | Hong Kong | Vietnam |
|---|---|---|
| Foreign-investment approval | No approval regime (specially licensed sectors excepted) | Registration of capital contribution/share purchase in prescribed cases (Law 143/2025) |
| Merger control | Merger rule applies only to licensed telecom/broadcasting undertakings | Mandatory notification above thresholds (Law 23/2018 + Decree 35/2020) |
| Transfer tax | No capital gains tax; 0.2% stamp duty | Organisations: CIT; individuals: PIT |
| Typical closing timeline | 2–6 weeks — fastest in the group on clean DD | 1–3 months |
Recommended actions
1. Confirm the target is not in a specially licensed sector. 2. Budget the 0.2% stamp duty and late-stamping penalties. 3. Prepare Companies Registry + SCR updates for closing day. 4. Confirm with local counsel.
Frequently Asked Questions
Does buying shares in Hong Kong need investment approval like M&A in Vietnam?
No. Hong Kong has no foreign-investment approval for M&A and does not distinguish domestic from foreign buyers; the only notable exceptions are specially licensed sectors (telecoms, broadcasting and the like). In Vietnam, foreign investors must register capital contribution, share or stake purchases in the cases prescribed by the Law on Investment 143/2025.
How does merger control work in Hong Kong?
The Competition Ordinance (Cap. 619) has a merger rule, but it applies only to licensed telecom/broadcasting undertakings — for most ordinary M&A deals the rule does not apply. There is no general merger-control gate like Vietnam’s.
What is hardest in Hong Kong due diligence compared with Vietnam?
Hong Kong DD is usually fast (common law, English records). The most-missed item is post-closing compliance: timely updates to the Companies Registry and the Significant Controllers Register (SCR) — late filing draws administrative fines. In Vietnam, DD snags more on land and sub-licences.
What tax applies on transferring shares in a Hong Kong company?
Hong Kong levies no capital gains tax, but share transfers attract stamp duty of 0.2% on transaction value — payable on time. In Vietnam, organisations pay CIT and individuals pay PIT.
How fast can a Hong Kong deal close?
About 2–6 weeks on clean DD with no specially licensed sector involved — the fastest in the group. In Vietnam, registration and notification procedures usually stretch the timeline to 1–3 months.
What is the Significant Controllers Register (SCR) and why does it matter after M&A?
The register of significant controllers every Hong Kong company must maintain and keep current. After a change of control, the SCR and Companies Registry filings must be updated on time — late filing draws administrative fines.
