Acquiring a hospital or clinic is a distinctive M&A transaction: beyond the usual legal risks of any business acquisition, buyers face an additional layer — healthcare regulatory compliance risk. An expired operating licence or a key doctor without a valid practising licence can force the facility to suspend operations after closing.
This article provides a 12-point legal checklist for M&A of medical examination and treatment facilities in Vietnam, updated under the Law on Medical Examination and Treatment 15/2023/QH15 (effective 1 January 2024) and Decree 96/2023/ND-CP.
1. Medical operation licence
Verify: the licence is valid; covers the correct scope of specialties; matches the operating location and the person in charge of professional matters. A post-M&A ownership change triggers a review of licence adjustment or re-issuance procedures under Decree 96/2023/ND-CP (especially when changing the professional lead or the facility name).
2. Practising licences of medical staff
A key change under the 2023 Law: practising licences are granted by professional title (not by diploma as before), valid for 5 years, with continuous medical education as a renewal condition. Diligence should cover: doctors, nurses and technicians lists; licence validity; CME compliance status.
3. Facilities and medical equipment
Premises meeting technical standards; medical devices with circulation licences and lawful origin (managed under Decree 98/2021/ND-CP, amended by Decree 07/2023/ND-CP); radiation safety licences for X-ray/CT equipment.
4. Quality assessment
The 2023 Law imposes a mandatory duty: facilities must self-assess quality annually against the Ministry of Health’s basic quality standards. Review recent self-assessment records — an early indicator of compliance risk.
5. Health insurance examination contracts
If the facility contracts with the social insurance agency for HI-covered services: check contract validity, HI receivables/payables (advances, finalization, disallowances), and clawback risk from HI payment violations — often the largest hidden liability in healthcare M&A.
6. Land and premises
Land-use rights (land titles) or long-term premises leases; remaining lease term; construction permits for medical buildings; planning conformity. For hospitals, a lease term shorter than the payback period is a red flag.
7. Personnel and practising licences
Employment contracts of medical staff; social insurance obligations; non-compete arrangements with key doctors (if any). Major risk: the clinic’s “brand” doctor leaving right after the sale.
8. Other sector compliance
- Medical waste: contracts with licensed hazardous-waste handlers;
- Fire safety: fire-prevention acceptance, especially for inpatient facilities;
- Medical advertising: advertising content confirmed as required (false medical advertising is a common violation);
- Service pricing: price niêm yết and compliance with medical-service pricing rules.
9. Medical disputes and complaints
Review: pending patient complaints; medical incidents; cases reviewed by professional councils; ongoing lawsuits. Require the seller’s warranty on undisclosed medical disputes in the SPA.
10. Financial obligations and debts
Tax debts; payables to drug, supply and equipment vendors; loans and secured assets; employee obligations (wages, severance).
11. Conditions for foreign investors
If the buyer is foreign: healthcare is a conditional business sector — the buyer must meet market access conditions under Articles 8 and 21 of Investment Law 143/2025/QH15 (effective 1 March 2026), consulting the restricted list in Appendix I of Decree 96/2026/ND-CP, plus national defence/security requirements.
12. Digital transformation and data interoperability
The 2023 Law requires IT application and gradual interoperability of examination results across facilities, plus electronic medical records. Check compliance levels — both a compliance duty and a technology asset of the deal.
Frequently asked questions
Does buying hospital shares require re-licensing?
Not automatically, but review whether changes to the professional lead, facility name or scope of operations trigger licence-adjustment procedures under Decree 96/2023/ND-CP.
Do small clinics need the full 12-point diligence?
Yes, at a depth matching the scale. For clinics, the three biggest risks are typically: doctors’ practising licences, HI debts (if any), and the premises lease.
Can foreigners own 100% of a hospital in Vietnam?
It depends on healthcare market-access conditions at the time of the deal (consult the restricted market-access list, Decree 96/2026/ND-CP) and sector healthcare laws. Each case needs individual assessment.
Conclusion
Healthcare M&A succeeds when buyers diligently assess two risk layers in parallel: ordinary business risks and healthcare regulatory risks. Operating licences, practising licences, HI debts and the mandatory quality self-assessment are the four hot spots determining the deal’s real value.
If you are considering acquiring a hospital or clinic and need in-depth legal due diligence, contact FLAT Law Firm for advice.
This article is pending review by the QA Council.
Transparency note: this article was prepared by the FLAW AI Legal Council based on the laws in force at the time of writing (15 October 2026). It is for general information only, is not an official document, and does not replace legal advice for any specific case.
