M&A, Competition & Exit

Buying into Vietnam

Acquisitions are the quickest route into many Vietnamese markets. A target already holds the licences, land rights, customers and staff that a new company would take a year or more to assemble, and the Law on Investment treats a capital contribution or share purchase as a form of investment that needs no Investment Registration Certificate. It does need a prior Article 21 registration with the provincial Department of Finance in three cases: where foreign ownership rises in a business line with market access conditions, where aggregate foreign ownership crosses 50% or rises above it, and where the target holds land on an island or in a border, coastal or defence-sensitive area. The authority must respond within 15 days of a valid dossier on the form introduced by Circular No. 55/2026/TT-BTC. Acquiring a Vietnamese company compares share deals, capital subscriptions and asset deals, explains how capital in an LLC and shares in a JSC are transferred under the Law on Enterprises, including the statutory 30-day pre-emption right of LLC members, sets out the Article 21 procedure in full and shows the order in which registration, completion, payment and the ERC amendment must happen. The outline of the forms of investment is in Forms of investment.

Investigating and documenting the deal

Due diligence in Vietnam works with an excellent business registry but without a central litigation register, with land and security records kept separately, and with most primary records in Vietnamese. Due diligence in Vietnam sets out what to examine area by area: the registration and capital history, now that under-contributed capital is a prohibited act and holding capital in another's name is expressly barred; compliance with the IRC and the conditions of incentives; land; tax, which the authority can collect for up to ten years back; social insurance arrears; environment, intellectual property and personal data; litigation, anti-corruption and related-party dealings.

The findings feed into the documents. Deal documents and closing mechanics explains when a share purchase agreement can be governed by foreign law and referred to foreign arbitration, why a short-form Vietnamese transfer contract is filed alongside it and must show the real price, the conditions precedent, how the price moves through the investment capital account in dong when a resident and a non-resident deal with each other, escrow and warranty and indemnity insurance, how warranties, indemnities and penalties are treated under the Civil Code and the 8% cap in the Commercial Law, and the filings that follow completion: the change of owners and beneficial owners within ten days and the foreign seller's 2% tax on Form 05/TNDN within ten days of the agreement taking effect. The tax itself is explained in Tax on share transfers and dividends.

Competition and securities rules

Two regulatory layers sit on top of the acquisition process. Under Law No. 23/2018/QH14 on Competition, mergers, acquisitions of control and joint ventures that meet a threshold must be notified to the National Competition Commission and cleared before they are implemented. From 1 July 2026 to 28 February 2027, Resolution No. 66.18/2026/NQ-CP doubles the general thresholds to VND 6,000 billion of Vietnamese assets or turnover or a VND 2,000 billion transaction value, while the 20% combined market share test and the separate thresholds for banks, insurers and securities companies are unchanged. Offshore deals can be caught through a party's Vietnamese sales, and completing before clearance is fined under Decree No. 102/2026/ND-CP. Merger control and competition law explains the thresholds, the 30-day and 90-day reviews, gun-jumping, and the rules on cartels, dominance and leniency that apply after the deal.

Where the target is a public company, the Law on Securities as amended in 2024 and Decree No. 155/2020/ND-CP as amended by Decree No. 245/2025/ND-CP add foreign ownership limits tracked by the depository, disclosure at 5% and each 1% step, mandatory tender offers at 25% and successive thresholds up to 75%, lock-ups on privately placed shares and rules on delisting. Public companies, securities and foreign ownership limits explains them and the FTSE Russell reclassification of Vietnam to Secondary Emerging status from 21 September 2026.

Joint ventures and exit by sale

Many foreign investments are joint ventures with Vietnamese partners, and most end in a buy-out by one partner or a sale to a third party. Joint ventures, deadlock and exit rights explains how deadlock arises under the statutory voting thresholds, the mechanisms used to resolve it (escalation, mediation, Russian roulette and shoot-out clauses, put and call options) and why each needs enforcement devices to work in Vietnam, where a transfer still requires signatures, resolutions, registration and payment through the correct account. It covers drag and tag rights in a system with no statutory squeeze-out for private companies, the statutory pre-emption and buy-back rights that sit beneath any contract, valuation and non-competes, exit by IPO, and the Article 21 registration and 2% tax that apply at the moment of exit rather than at signing. Governance and reserved matters are explained in Legal representative and governance, and disputes in Chapter 9.

Closing down: dissolution and insolvency

A solvent company that is not to be sold is dissolved under the Law on Enterprises and Decree No. 168/2025/ND-CP. Dissolution and closing a project sets out the decision, the seven-working-day filing, the six-month settlement period, the order of payment with employees first and tax second, the tax finalisation and the closure of the tax code that usually take longest, the treatment of employees and social insurance, the termination of the investment project under Article 36 of the Law on Investment, forced dissolution and the repatriation of the remaining proceeds through the investment capital account, which is explained in Profit remittance and repatriation of capital.

A company that cannot pay its debts cannot dissolve. Law No. 142/2025/QH15 on Recovery and Bankruptcy, in force since 1 March 2026, treats a company as insolvent when a debt remains unpaid six months after it falls due, lets a debtor at risk of insolvency apply for rehabilitation with a moratorium on enforcement, requires a plan to be approved by creditors holding 65% of the debts of those attending, and provides a simplified procedure for small cases. Insolvency, restructuring and bankruptcy explains who may and must file, the order of distribution, the position of secured and foreign creditors, the absence of a cross-border recognition regime, managers' duties near insolvency and informal restructuring.

How to use this chapter

A buyer should read the first three sections in order before signing a term sheet, and the merger control section as soon as the parties' Vietnamese turnover is known, because a filing can set the timetable. An investor taking a stake in a listed company should start with the public companies section. An investor planning its exit should read the joint venture section when the venture is formed, not when it fails, and the dissolution and insolvency sections before the company runs short of cash. Each section ends with the related FAQs, the official sources and a question to put to Lawbot about the reader's own facts. The worked examples are illustrative, and the doubled merger control thresholds and several transitional rules end on 28 February 2027, so the position should be checked again for transactions completing in 2027.