Acquiring a Vietnamese company is the fastest route for foreign investors — including Chinese investors — into the Vietnam market: existing licences, workforce, customers and operations come with the deal. But M&A in Vietnam is more than signing a purchase agreement. Since 1 March 2026, the Investment Law 143/2025/QH15 has fully replaced Investment Law 61/2020/QH14, introducing changes that directly affect share and capital-contribution acquisitions by foreign investors.
This article summarizes the current legal framework that Chinese and other foreign investors need to know before doing M&A in Vietnam.
1. How Vietnamese law defines M&A
Under Article 18 of Investment Law 143/2025/QH15, “investment in the form of capital contribution, share purchase or capital-contribution purchase” is a recognized investment form. Foreign investors may:
- Buy shares of a joint-stock company (from the company or from existing shareholders);
- Buy capital contributions of members of a limited liability company to become a member;
- Buy capital contributions of contributing members in a partnership.
Depending on the ownership ratio after the deal, the target may become a “foreign-invested economic organization” subject to foreign-investor conditions in its subsequent activities.
2. Three conditions foreign investors must meet (Article 21)
2.1. Market access conditions (Article 8)
This is the first gateway. Decree 96/2026/ND-CP guides the 2025 Investment Law, with Appendix I listing sectors with restricted market access for foreign investors:
- Section A: sectors where foreign investors may not access the market;
- Section B: sectors with conditional access (ownership caps, investment form, scope of operations, investor capacity, partners, etc.).
If the business lines fall outside Sections A and B, foreign investors enjoy market access conditions equal to domestic investors. Assessment should also consider international commitments (WTO, new-generation FTAs) and sector-specific laws.
2.2. National defence and security
The transaction must not harm national defence or security — particularly relevant where the target holds land-use rights on islands, in border communes or coastal areas, where land law imposes specific conditions.
2.3. Land law compliance
Foreign investors cannot directly receive land-use rights like domestic individuals; land use by foreign-invested enterprises follows the Land Law 31/2024/QH15 (land lease, transfers inside industrial parks, etc.).
3. The 50% threshold: when a company is treated as a foreign investor
Under Article 20 of the 2025 Investment Law, an economic organization must meet investment conditions and procedures as a foreign investor if:
- Foreign investors hold more than 50% of its charter capital;
- An economic organization in the above case holds more than 50% of its charter capital; or
- Foreign investors together with such an organization hold more than 50%.
Otherwise, it follows domestic-investor conditions and procedures. This is pivotal for deal structuring: buying 51% versus 49% can produce completely different legal regimes for the target’s future projects.
4. Registration procedure for share/capital-contribution purchases
Under Article 21(3), foreign investors must complete the registration of capital contribution/share purchase before changing members/shareholders where:
- The deal increases foreign ownership in an organization doing business in conditionally-accessible sectors; or
- It results in foreign investors (or Article-20 organizations) holding over 50% of charter capital — including increases from at or below 50% to above 50%, or increases where foreign ownership already exceeds 50%.
Registration is filed with the investment registration authority (Department of Finance) where the target is headquartered. After approval, the company updates its members/shareholders and registers enterprise-registration changes under Decree 168/2025/ND-CP (effective 1 July 2025, replacing Decree 01/2021/ND-CP).
5. A welcome change: incorporate before obtaining the IRC
Under the 2025 Investment Law, foreign investors may obtain the Enterprise Registration Certificate (ERC) first, then complete the Investment Registration Certificate (IRC) for the project — reversing the old IRC-first sequence that complicated office leases and hiring during the preparation phase.
6. Notes specific to Chinese investors
- Same framework: Chinese investors follow the same rules as all foreign investors — no separate regime.
- Check market access conditions: some sectors impose ownership caps or joint-venture requirements — consult Section B of Appendix I, Decree 96/2026/ND-CP and sector laws.
- Defence, security and land factors: targets holding land in border, coastal or island areas face closer scrutiny.
- Conditional-sector list is about to change: Law 24/2026/QH16 amending the Investment Law takes effect 1 March 2027 and is expected to cut 62 conditional business lines — update your analysis before long-term planning.
7. Frequently asked questions
Do foreign investors need approval for every share purchase?
No. Only cases under Article 21(3) of the 2025 Investment Law (conditional sectors or crossing the 50% threshold) require registration before the member/shareholder change.
Does buying below 50% require investment registration?
Generally no, if the business is not in a conditionally-accessible sector and post-deal foreign ownership stays at or below 50%. Enterprise-registration changes are still required.
How long does an M&A deal take?
It depends on whether investment registration is required, plus legal due diligence and SPA negotiation. Deals requiring registration take materially longer than purely domestic transactions.
8. Conclusion
M&A in Vietnam in 2026 runs on a new framework: Investment Law 143/2025/QH15 with three core conditions (market access, defence/security, land), the 50% threshold determining the legal regime, and registration procedures in statutory cases. Chinese and foreign investors who verify these three condition groups during due diligence avoid the risk of rejected or unexpectedly delayed deals.
If you are considering an M&A transaction in Vietnam and need a market-access review, 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.