M&A Approval for Foreign Investors in Vietnam: When Is It Required and Where to File

M&A approval for foreign investors in Vietnam sounds like a simple question, yet it derails more deals than almost any other issue: a Singapore fund acquiring 65% of a Vietnamese logistics company — SPA negotiated, price locked, signing scheduled — only to discover at the last minute that the deal requires capital contribution/share purchase registration with the investment registration authority before any change of shareholders. Closing slipped by weeks; the seller threatened delay penalties. This guide walks through the full practice under the Investment Law 143/2025 (effective 01/03/2026) and Decree 96/2026/ND-CP (effective 31/03/2026): how to identify registrable deals, where to file, what the dossier contains, processing timelines, and the traps that stall transactions.

Table of contents

• 1. What is “M&A approval”? Who should care?
• 2. Current legal framework
• 3. Step-by-step procedure
• 4. Costs, timelines and key milestones
• 5. Common risks and mistakes
• 6. Quick checklist
• 7. FAQ
• 8. When to engage counsel

1. What is “M&A approval”? Who should care?

1.1. Market terminology vs. legal nature

The market commonly speaks of “M&A approval” whenever a foreign investor buys shares in a Vietnamese company. Legally, however, the Investment Law 143/2025 does not use “approval” — it requires registration of capital contribution, share purchase or capital contribution portion purchase with the investment registration authority before any change of members or shareholders, in the cases prescribed by law (Article 21.3).

The distinction matters for drafting: a condition precedent should read “completion of capital contribution/share purchase registration under Article 21 of the Investment Law 143/2025” rather than “obtaining approval”, avoiding disputes over the form of the document the authority will issue.

1.2. Who is covered — and who is exempt

The procedure applies to foreign investors (foreign individuals; organizations established under foreign law) and economic organizations falling under Article 20.1 of Investment Law 143/2025 — i.e., one of three cases: (a) a foreign investor holds more than 50% of charter capital (or a majority of general partners are foreign individuals, for partnerships); (b) an organization under case (a) holds more than 50% of charter capital; (c) a foreign investor together with an organization under case (a) holds more than 50% of charter capital. In other words, it is not only “foreigners buying Vietnamese companies”: a Vietnam-based company already more than 50% foreign-owned (directly or indirectly) acquiring another Vietnamese company may also need to register.

Transactions outside the scope: purely domestic share deals; foreign share purchases not falling within the three Article 21.3 cases (ordinary enterprise registration changes apply); and intra-group transfers that do not change the foreign investor’s ownership ratio — except where the economic organization holds land use rights covered by Article 21.3(c) (islands, border areas, coastal areas, or other areas affecting national defense and security), in which case the registration obligation applies regardless of ownership ratio.

1.3. Distinguishing it from other “approvals” in an M&A deal

A single M&A transaction may touch several independent procedures, handled by different authorities:

• Capital contribution/share purchase registration (Article 21, Investment Law 143/2025): controls foreign capital inflows — the focus of this guide.
• Economic concentration notification (Articles 33–34, Competition Law 23/2018/QH14): controls competitive effects, filed with the National Competition Commission when thresholds are met (see 3.5).
• In-principle investment approval / IRC issuance: procedures of the “investment project”, distinct from the “share deal” procedure.

2. Current legal framework

Note on expired instruments: the Investment Law 61/2020/QH14 (Articles 24–26) has expired. Guidance and templates still citing the old process under Decree 31/2021/ND-CP should be re-checked against Decree 96/2026/ND-CP — particularly the review timeline (15 days → 10 working days) and updated administrative terminology. Note: Article 7 and Appendix IV of the 2025 Law take effect 01/07/2026 — during the transition period, confirm with counsel which conditional-sector list applies to your deal.

3. Step-by-step procedure

3.1. Step 1: Identify — is the deal registrable?

Under Article 21.3 of the Investment Law 143/2025, a foreign investor must register before any change of members/shareholders in three cases:

Case 1 — Market-access-conditional sectors. The transaction increases the foreign investor’s ownership ratio in an economic organization doing business in market-access-conditional sectors. The key is “increase”: moving from 30% to 40% in a logistics or retail distribution company — still below 50% — triggers registration. Deal counsel’s first job is to review the target’s actual business lines (not just the license) against the conditional list. See our guide on market access conditions for foreign investors in Vietnam.

Case 2 — Crossing the 50% charter capital threshold. The deal results in the foreign investor holding more than 50% of charter capital. Note: further increases when already above 50% (e.g., 60% to 80%) are also registrable — this rule already existed under Article 26.2(b) of the 2020 Investment Law (expired 01/03/2026), so it is not new under the 2025 Law. What changed is the review timeline: down from 15 days (Article 66.2, Decree 31/2021/ND-CP) to 10 working days (Article 75.4, Decree 96/2026/ND-CP). This is the most common M&A scenario: control acquisitions, 100% buyouts, capital increases crossing the threshold.

Case 3 — Land, defense and security factors. The foreign investor contributes capital or buys shares in an economic organization holding land use right certificates (LURCs) for land on islands, in border areas, coastal wards/communes, or other areas affecting national defense and security. This is the subtlest trap: it does not depend on ownership ratio or sector — a 10% stake can trigger registration if the target holds land in these areas. Due diligence must review every LURC and map parcel locations. Note: the scope of “other areas affecting national defense and security” has no detailed listing criteria in the law — when in doubt, ask the investment registration authority rather than self-assessing.

Quick decision tree: (1) Does the target hold land use rights on islands/in border, coastal or defense/security-affected areas? → Yes: register. (2) Post-deal, does the foreign investor hold >50% of charter capital (or increase while already >50%)? → Yes: register. (3) Does the deal increase foreign ownership in a conditional-sector business? → Yes: register. (4) All no → no Article 21 registration.

Investors must also satisfy the substantive conditions in Article 21.2 of the Investment Law 143/2025 and Article 75.4 of Decree 96/2026/ND-CP: market access conditions (Article 21.2(a), cross-referring Article 8), assurance of national defense and security (Article 21.2(b)), and land-law conditions on the receipt and use of land use rights on islands, in border communes/wards/special zones, and coastal communes/wards (Article 21.2(c)).

3.2. Step 2: Determine where to file

The dossier goes to the provincial investment registration authority where the economic organization is headquartered. Following the administrative restructuring, this function now sits with the provincial Department of Finance (successor to the former Department of Planning and Investment), as reflected in the administrative procedures published since Decree 96/2026 took effect. In practice, confirm the receiving point before filing: some localities receive dossiers via the provincial public administration service center or the online public service portal. Do not confuse this with the Industrial/ Economic Zone Management Board — the Board is the investment registration authority for projects inside zones, while capital contribution registration concerns the economic organization and follows the general allocation.

3.3. Step 3: Prepare the dossier

Under Decree 96/2026/ND-CP, the dossier comprises:

1. The registration document for capital contribution/share purchase: the economic organization’s enterprise registration information; business lines; list of owners/members/shareholders; the foreign investor’s ownership ratio before and after the transaction; expected transaction value; and project information (if any). This is the most important document — the authority uses it to determine whether the three triggers apply.
2. Legal status documents of the foreign investor and the recipient economic organization. Foreign-issued documents must be consularly legalized and translated/notarized into Vietnamese, unless exempted under an international treaty.
3. The in-principle agreement on the capital contribution/share purchase between the foreign investor and the economic organization or the transferring shareholders/members. A complete SPA is not yet required at this stage — a term sheet, MOU or draft SPA suffices, since registration must precede the shareholder change.
4. Land use right documentation information (for land-related cases): the authority checks the database, or the investor submits copies of the LURCs.

Practice tip: prepare the post-registration enterprise change dossier in parallel, so it can be filed immediately once the authority’s written notice of eligibility arrives — shortening the path to closing.

3.4. Step 4: File and track the 10-working-day timeline

Within 10 working days of receiving a complete and valid dossier, the investment registration authority reviews compliance with the conditions and notifies the investor and the economic organization in writing (Article 75.4, Decree 96/2026/ND-CP; down from 15 days under the former Decree 31/2021/ND-CP). Two caveats:

• Incomplete dossiers: the authority requests supplementation and the 10-day clock restarts upon receipt of a complete dossier. First-filing quality determines real-world speed.
• Sensitive land cases (Article 21.3(c) — the target holds land use right certificates in areas affecting national defense and security): under Article 75.5, within 2 working days of receiving a valid dossier the authority seeks opinions from the provincial Military Command and the provincial Public Security; those bodies respond within 5 working days — silence after the deadline counts as consent — and the authority issues its notice within 10 working days of receiving the valid dossier. Inter-agency coordination can still overrun in practice — build a time buffer into the deal timetable from day one.

3.5. Step 5: Post-registration completion

1. Sign the definitive transfer agreement and pay.
2. Register the enterprise change (members, shareholders, legal representative if changed). The business registration office checks completion of the capital contribution registration — without the authority’s notice, the change may be refused.
3. Open and use a capital account at a licensed bank for the transaction payments, ensuring foreign exchange compliance.
4. Separately assess the economic concentration notification: if any Article 13 Decree 35/2020/ND-CP threshold is met — total Vietnam assets ≥ VND 3,000 billion; total Vietnam revenue ≥ VND 3,000 billion; transaction value ≥ VND 1,000 billion; or combined market share ≥ 20% on the relevant market (preceding fiscal year) — file with the National Competition Commission before implementing the concentration. This is fully independent of the capital contribution registration. See competition review in M&A transactions and legal due diligence in Vietnam M&A transactions.

For the broader context of this investment form, see capital contribution and share acquisition by foreign investors in Vietnam and our overview of M&A approval for foreign investors.

4. Costs, timelines and key milestones

Per the published administrative procedures on the public service portal, this registration carries no fee and no charge. Real deal costs: legal fees, consular legalization and certified translation, and enterprise change registration fees. For counsel fees on a specific transaction, contact FLAT for a case-based quote — hotline 0988424851.

Build into the deal timetable: (1) legal review concluding whether registration is required — before signing a binding SPA; (2) filing — right after the in-principle agreement; (3) “completion of registration” as an SPA condition precedent with a long-stop date; (4) enterprise change registration and capital account opening — after the written notice.

5. Common risks and mistakes

1. Assuming “below 50% needs no filing.” Cases 1 (conditional sectors) and 3 (sensitive land) do not depend on the 50% threshold. A 30–40% stake in a logistics, retail or education company can still be registrable.

2. Skipping the target’s land review. The target may hold land use rights in coastal areas (factories, warehouses) the buyer never noticed — discovered only at the enterprise change stage, costing months. Due diligence must always list every LURC and parcel location.

3. Signing a fully binding SPA before identifying the procedure. Without a condition precedent on registration completion and a realistic long-stop date, the buyer may breach when the procedure overruns (especially sensitive-land cases). Build it into the first draft’s conditions precedent.

4. Confusing “capital contribution registration” with “economic concentration notification.” Two independent obligations — one under the Investment Law (foreign capital control), one under the Competition Law (competition effects). Missing either can draw penalties and affect the deal.

5. Applying old-law experience mechanically. The three Article 21.3 triggers carry over from Article 26.2 of the 2020 Law (including the “already-above-50% increase”) — they are not new. What needs updating in checklists drafted under Decree 31/2021/ND-CP: the review timeline shortened from 15 days to 10 working days, and updated administrative terminology (communes, wards, special zones).

6. No time buffer for sensitive land. Ten working days holds for ordinary deals; inter-agency opinions on defense/security-affected land can take significantly longer. No buffer means a broken closing schedule.

6. Quick checklist

• [ ] Review the target’s actual business lines against the market-access-conditional list
• [ ] Compute the foreign investor’s pre/post-deal ownership (50% threshold; “already above 50% and increasing” case)
• [ ] Review every LURC; map parcel locations against islands/border/coastal/defense-security-affected areas
• [ ] Conclude whether one of the three Article 21.3 triggers of Law 143/2025 applies
• [ ] Identify the competent investment registration authority and its receiving point
• [ ] Prepare the registration document, legal status papers (legalized + translated), in-principle agreement, land documents
• [ ] Make “completion of registration” an SPA condition precedent with a long-stop date
• [ ] File and track the 10-working-day timeline (build in a time buffer for sensitive land)
• [ ] After the notice: sign definitive agreements, register the enterprise change, open the capital account
• [ ] Independently assess the economic concentration notification (Article 13, Decree 35/2020/ND-CP)

7. FAQ

8. When to engage counsel

Engage M&A counsel from the early negotiation stage if your deal shows any of these signs:

1. A foreign element on the buy or investee side — even a small stake needs the three Article 21.3 triggers checked.
2. The target operates in conditional sectors (logistics, distribution, education, healthcare, telecoms…) or holds land use rights in multiple locations.
3. Large deal value or significant combined market share — the economic concentration notification may apply in parallel.
4. A tight closing schedule — counsel pinpoints exactly which procedures apply, avoiding both over-filing delays and under-filing risks.
5. Complex structures (multi-tier acquisitions, capital increase plus transfer, land factors) — the sequencing and contract conditions need careful design.

FLAT Law Firm advises on the full lifecycle of foreign-invested M&A: legal due diligence, procedure mapping, registration dossiers, negotiation and closing. Call our hotline 0988424851 for advice on your specific transaction.

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References

• Investment Law No. 143/2025/QH15 (effective 01/03/2026)
• Decree No. 96/2026/ND-CP detailing the Investment Law (effective 31/03/2026)
• Decree No. 122/2021/ND-CP on administrative sanctions in the planning and investment sector (effective 01/01/2022; amended by Decree 288/2026/ND-CP, effective 21/07/2026)
• Competition Law No. 23/2018/QH14 (effective 01/07/2019)
• Decree No. 35/2020/ND-CP detailing the Competition Law (effective 15/05/2020)
• Enterprise Law No. 59/2020/QH14, amended by Law No. 76/2025/QH15 (effective 01/07/2025)
• Investment Law No. 61/2020/QH14 (expired)