FLAT LAW FIRM
Request a consultation

M&A and Restructuring

M&A of Hospitals, Clinics in Vietnam: Legal Checklist

4 min readFLAT LAW FIRM
Minh họa checklist pháp lý cho thương vụ M&A bệnh viện, phòng khám tại Việt Nam

M&A of Hospitals and Clinics in Vietnam: A Legal Checklist for Investors

Healthcare is one of Vietnam's most active M&A sectors — clinic chains, private hospitals, and testing centers keep changing hands. But healthcare M&A differs sharply from ordinary corporate deals: operating licenses, practicing certificates, and the doctors themselves are "assets" that cannot be bought and sold like equipment.

This checklist covers the legal workup for buyers acquiring hospitals or clinics in Vietnam in 2026.

Contents

1. Healthcare deal structures

Two common structures:

  1. Share deal: the buyer acquires equity in the company owning the hospital. The hospital legal entity continues — the operating license remains valid in principle, but conditions tied to the new owner must be reviewed.
  2. Asset deal: the buyer acquires assets, equipment, brands… and applies for a new operating license itself. More complex but "clean" on legal history.

For foreign investors, share deals often trigger capital-contribution/share-purchase registration under the Investment Law (if ownership thresholds are exceeded).

2. The medical operating license

Under the 2023 Law on Medical Examination and Treatment (effective 01/01/2024), a medical facility must hold an operating license from the competent authority, specifying its permitted specialty scope.

Key M&A points:

  • The license attaches to the facility and its professional manager — it cannot simply be "re-titled" at will;
  • A change of owner requiring organizational changes, a new professional manager, or scope changes triggers adjustment/re-issuance procedures;
  • Operating beyond the licensed scope (e.g., a general clinic drifting into cosmetic surgery) is a serious administrative violation — buyers must compare actual operations against the license.
  1. Operating license — validity, specialty scope, violation/penalty history;
  2. Owning entity — ERC, charter, member/shareholder registers, capital-change history;
  3. Land, premises — land-use rights or lease; remaining lease term; land-use purpose;
  4. Medical personnel — practicing certificates and employment contracts of key doctors/nurses;
  5. Health-insurance contracts — BHYT examination contracts and settlement history;
  6. Finance, debts — financial statements, tax debts, SI debts, guarantees;
  7. Sector compliance — environment, fire safety, medical waste, healthcare advertising.

4. Land and premises

Hospitals/clinics sit on large premises with special requirements:

  • Check the land-use purpose is consistent with healthcare operations;
  • For leased premises: remaining term, assignment/sub-lease clauses, rent reset risks;
  • Medical equipment: clear provenance, valid inspection/calibration.

5. Medical staff: the deal's biggest risk

Practicing certificates attach to individuals, not to the hospital. Healthcare M&A experience shows the biggest risk is not the license but key doctors leaving after closing — patients follow doctors, not buildings.

Deal structures should include:

  • Retention mechanisms: tenure-linked bonuses, non-compete clauses;
  • Conditions precedent on key doctors signing stay commitments;
  • Review of current employment contracts: term, non-competes, training repayment.

6. Merger notification

If the deal exceeds economic-concentration notification thresholds (asset size, total revenue, deal value, or combined market share under the Competition Law 2018 and Decree 35/2020/ND-CP), parties must notify the National Competition Commission before closing.

For fast-expanding clinic chains, combined local market share per locality needs careful calculation — not just national scale.

FAQ

Full 5 Q&As (foreign ownership, operating license, legal DD, concentration notification, practicing certificates) in frontmatter `faq_items`.

When to engage counsel

When you need: full legal DD of a healthcare target; deal structuring (share vs. asset deal); negotiating medical-staff retention; assessing concentration-notification thresholds; post-closing license adjustments. Contact FLAT Law Firm — hotline 0988424851.

  • Law on Medical Examination and Treatment 2023 (15/2023/QH15), effective 01/01/2024 — operating licenses, practicing certificates, professional managers.
  • Investment Law 2025 (143/2025/QH15), effective 01/3/2026 — foreign investor capital contribution/share purchase procedures.
  • Competition Law 2018 (23/2018/QH14), effective 01/7/2019 — Arts. 29–33 on economic concentration; Decree 35/2020/ND-CP on notification thresholds.