When a company that owes you money merges into another company, creditors often ask: can I block the merger — and what happens to my debt? The straight answer: creditors have no right to veto or suspend a merger. Vietnamese law provides no procedure for a creditor to file an objection so that the business registration authority refuses the merger registration. However, being unable to block does not mean being unprotected — the law gives creditors three layers of protection.
1. Creditors cannot block a merger — stated plainly
This must be clear from the outset to avoid misunderstanding: there is no legal mechanism allowing a creditor to veto, suspend, or ask the business registration authority to refuse registration of a merger. A merger is an internal decision of the participating companies, adopted by the competent Members’ Council/General Meeting of Shareholders and then registered as an administrative procedure. The creditor is not a “gate” the deal must pass through.
This differs from a common fear: a creditor cannot “lock” a deal merely by withholding consent. In return, the law compensates with the substantive protections below.
2. Protection layer 1: the right to know — notice within 15 days
Under point b, clause 2, Article 201 of Enterprise Law 59/2020/QH14 (as amended by the 2025 amending law — Law 76/2025/QH15; article numbers unchanged), merging companies must:
- Send the merger contract to all creditors; and
- Notify employees — both within 15 days of adoption.
The right to know underpins every further action: a creditor can only protect itself upon learning that the deal is happening, who the new debtor is, and how the merger terms affect debt recovery. If the merging company “forgets” to send the notice, that is a breach of a statutory procedure — and grounds for the creditor to sue for damages if harmed (see section 4).
3. Protection layer 2: automatic succession of all obligations
This is the most important layer. Under point c, clause 2, Article 201 of the Enterprise Law, the merging (surviving) company succeeds to all rights, obligations, unpaid debts and labour contracts of the merged company. Your debt does not “disappear” with the old company — it automatically passes to the surviving company by operation of law, with no need for the creditor to re-sign contracts or complete debt-transfer formalities.
The practical meaning: after the merger completes, you claim directly against the surviving company, under the full terms of the original contract (interest, term, security…). The surviving company cannot refuse on the ground that “that was the old company’s debt”.
4. Protection layer 3: three practical remedies for creditors
Building on the two legal layers above, a creditor can act in three directions:
(a) Demand early repayment or a guarantee by civil agreement — before the merger completes. Upon receiving the merger notice, the creditor should proactively negotiate: ask the debtor for early repayment of part or all of the debt, or for additional security (mortgage, guarantee…). This is a voluntary civil agreement between the parties — the earlier it is done while the deal is still pending, the stronger the creditor’s negotiating position, since the merging parties usually want to “clean up” issues for a smooth deal.
(b) Sue if the 15-day procedure is breached causing damage. If the company fails to send the merger contract/notice within the 15-day deadline and this harms the creditor (e.g. lost opportunity to demand security, no time to react before assets move), the creditor has grounds to sue for damages caused by breach of the procedural duty.
(c) Claim directly against the surviving company after the merger. Once the merger completes, all obligations have succeeded automatically — the creditor sends payment demands, sues, or enforces security directly against the surviving company as against the original debtor.
5. Do not confuse: merger (Art. 201) vs. consolidation (Art. 200), division (Art. 198), split (Art. 199)
Four forms of enterprise reorganisation are often conflated, but their legal consequences differ:
- Merger (Article 201): one or more companies merge into another; the merged company ceases to exist; the surviving company continues and succeeds to everything;
- Consolidation (Article 200): two or more companies consolidate into a new company; all old companies cease to exist;
- Division (Article 198): the divided company ceases to exist, with at least two new companies formed;
- Split (Article 199): the split company continues to exist, with additional new companies formed.
For creditors, the key common point: in all cases, debts are succeeded/continued by operation of law — but the succeeding entity and the specific notice procedures differ by form, so identify the correct form to claim at the right “address”.
6. Economic concentration thresholds: creditors play no role
A separate note for large deals: if a merger meets the economic concentration thresholds under Article 33 of Competition Law 2018 (thresholds at Article 13 of Decree 35/2020/ND-CP: VND 3,000 billion in total assets, VND 3,000 billion in total revenue, VND 1,000 billion in transaction value, or 20% market share), the parties must notify the National Competition Commission before implementation. In this procedure, creditors play no role — it is a state competition-management procedure, not a channel for creditors to oppose the deal.
Checklist for creditors receiving a merger notice
- Review all outstanding debts, contracts and existing security with the merged company;
- Assess the financial capacity of the surviving company (the new debtor);
- Negotiate immediately: early repayment or additional written security;
- Keep evidence of having (or not having) received the notice within the 15-day deadline;
- Track the merger registration progress to claim against the surviving company promptly after completion.
Frequently asked questions
Can a creditor petition the business registration authority to refuse a merger registration?
No. The law provides no objection procedure to suspend a merger; creditors have no veto over the deal.
After the merger, whom do I claim against?
Claim directly against the surviving company — it automatically succeeds to all obligations and unpaid debts of the merged company (point c, clause 2, Article 201).
What if the company never sent me the merger notice?
That breaches the 15-day notice duty (point b, clause 2, Article 201). If it caused you damage, you have grounds to sue for compensation.
Can I demand repayment before the merger completes?
You can negotiate early repayment or additional security by civil agreement — do it early, while the deal is still pending, for the best leverage.
Sources
- Enterprise Law 59/2020/QH14 (as amended by the 2025 amending law — Law 76/2025/QH15; article numbers unchanged): Article 201 (merger: merger contract sent to all creditors + employee notice within 15 days — point b, clause 2; surviving company succeeds to all rights, obligations, unpaid debts — point c, clause 2); Article 200 (consolidation), Article 198 (division), Article 199 (split) — for distinction;
- Competition Law 2018 — Article 33 (economic concentration notification) + Article 13 of Decree 35/2020/ND-CP (3,000bn / 3,000bn / 1,000bn / 20% thresholds).
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This article is for reference only and does not constitute legal advice. The content was drafted by AI and will undergo quality review by the AI Legal Council of FLAT Law Firm before any approval for publication; it is not the legal opinion of a licensed human lawyer. Laws and regulations may change; verify the current legal texts before applying them.
Is your debtor company merging? Contact FLAT Law Firm for advice on protecting your claim.