Acquiring an existing Vietnamese company has become a mainstream entry route. In the first eight months of 2026, foreign investors completed 2,062 capital-contribution and share-purchase transactions worth over USD 6.7 billion, up about 50% year on year, according to the Foreign Investment Agency of the Ministry of Finance1. The legal framework has undergone significant reform: the Law on Investment No. 143/2025/QH15 took effect on 1 March 2026, guided by Decree No. 96/2026/ND-CP.
- Vietnam’s M&A Opportunities
Manufacturing remains the largest recipient of foreign capital, while industrial real estate, logistics, energy, technology, healthcare and consumer goods attract strategic buyers. Vietnam’s reclassification by FTSE Russell as a Secondary Emerging Market, effective 21 September 2026, is expected to enhance the country’s visibility am··ong international institutional investors. Against this backdrop, acquisitions offer foreign investors a more efficient entry strategy, providing immediate access to established licences, land, workforce, customer bases and supply chains that would otherwise take considerable time to develop through greenfield investment.
- Acquisition Structures
Foreign investors typically enter the Vietnamese market through a share acquisition, an asset purchase or a joint venture. Share deals, involving existing shares, capital contributions in a limited liability company or newly issued shares, allow the buyer to retain existing licences and contracts, but also carry the risk of inheriting historical liabilities. Asset deals offer greater flexibility by allowing investors to select specific assets, although licences, employees and land-use rights may require separate transfer procedures or approvals. Joint ventures are particularly suitable for restricted sectors or where local partners’ market knowledge and business relationships offer a strategic advantage, making clear governance arrangements essential to ensure effective cooperation.
- Foreign Ownership Restrictions
Vietnam applies a negative-list approach to foreign investment. Appendix I of Decree No. 96/2026/ND-CP identifies sectors closed to foreign investors (Section A) and those subject to conditional market access (Section B), including foreign ownership caps, local partner requirements and operational restrictions. Outside these lists, foreign investors generally enjoy the same market access as domestic investors, subject to sector-specific laws, land regulations, national security requirements and international commitments. Restrictions under WTO and FTA commitments remain applicable in sectors such as banking, securities, insurance, telecommunications and logistics. For public companies, Decree No. 245/2025/ND-CP removes the mechanism allowing companies to set lower foreign ownership caps through their charters, subject to transitional provisions.
- Due Diligence
Legal due diligence should cover the company’s history, ownership structure and beneficial owners. Under Article 17 of Decree No. 168/2025/ND-CP, as amended by Article 3 of Decree No. 296/2026/ND-CP, companies must trace each level of the ownership structure to identify individuals who ultimately own or exercise control, directly or indirectly. Where no individual can be identified based on ownership or control criteria, the company must declare its highest-ranking manager. Due diligence should also examine licensing, land, tax, employment, contracts, environmental compliance, data protection and disputes. The buyer should assess whether licences, approvals, land-use rights, incentives, contracts and banking arrangements remain valid or require notification, amendment or re-issuance following the change of ownership or control.
- Regulatory Approvals
Under Article 21 of the Law on Investment No. 143/2025/QH15, a foreign investor must register its capital contribution, share purchase, or capital-contribution purchase before any change to the members or shareholders if the transaction:
- increases the foreign ownership ratio in an enterprise operating in a market-access-conditioned sector;
- results in a foreign investor or a foreign-invested economic organization holding more than 50% of charter capital, including where ownership continues to increase after exceeding 50%; or
- the target enterprise holds a land-use right certificate for land on an island, in a border or coastal commune/ward or special administrative-economic zone, or in another area affecting national defence or security.
On competition-law grounds, the parties must notify the National Competition Commission of the economic concentration before implementing the transaction if the total assets in Vietnam, or total revenue from sales or purchases in Vietnam, of any party or affiliated group of companies reaches VND 6,000 billion or more; the transaction value is VND 2,000 billion or more; or the combined market share on the relevant market is 20% or more. These thresholds, set out in Resolution No. 66.18/2026/NQ-CP, took effect on 1 July 2026 and apply to horizontal, vertical, and conglomerate transactions, including where the parties do not directly compete, subject to statutory exemptions.
- Valuation and Financing
Purchase prices are commonly determined under a locked-box or completion-accounts mechanism, sometimes supplemented by escrow arrangements, deferred consideration or earn-outs.
Payment and foreign-exchange procedures depend on the transaction structure. Under Circular No. 38/2026/TT-NHNN, which took effect on 18 August 2026 and replaced Circular No. 06/2019/TT-NHNN, foreign investors should ensure that capital contributions, acquisitions of capital contributions and related ownership changes are processed through the appropriate direct investment capital account maintained with a licensed bank. For share acquisitions, the parties should confirm the applicable banking and foreign-exchange procedure before signing, particularly where the target will become a foreign-invested economic organisation or where foreign ownership will exceed 50%.
Tax should be built into the transaction model. The capital-transfer tax treatment depends on the seller’s status, the nature of the transferred interest and the availability of supporting documentation. Depending on the circumstances, tax may be calculated on the transfer gain or, in prescribed cases, at a statutory rate applied to the transfer proceeds. Applicable double taxation agreements should be reviewed early, but treaty relief must be assessed and documented rather than assumed. Profits may generally be repatriated once applicable tax and other financial obligations have been discharged.
- Contractual Protection
The share purchase agreement should reflect the diligence findings: conditions precedent tied to approvals, representations and warranties on title, licences, tax and compliance, specific indemnities for known issues, and escrow or holdbacks so claims are recoverable. Vietnamese law governs ownership, registration and other mandatory matters, while foreign law may govern certain contractual aspects, subject to mandatory Vietnamese-law requirements. International arbitration (VIAC, SIAC or ICC) is common. Vietnam is a party to the New York Convention, but foreign awards still require recognition and enforcement by Vietnamese courts.
- Common Pitfalls
Common mistakes include failing to use the correct direct investment capital account or banking procedure; remitting profits overseas before discharging tax and other financial obligations; and assuming that treaty relief automatically eliminates Vietnamese tax.
Investors also frequently underestimate the tax treatment of capital transfers. The applicable tax base and rate depend on the seller’s status and the nature of the transaction, and should be confirmed before pricing the deal. Other recurring issues include inadequate due diligence on land, licences, tax, employment and historical liabilities; failure to allocate those risks through conditions precedent, warranties, indemnities, escrow or holdback arrangements; and assumptions that licences or incentives will automatically survive a change of ownership or control.
- Post-Acquisition Integration
After closing, the buyer should update enterprise and investment registrations, licences, bank mandates and beneficial ownership records. On beneficial ownership, Article 17 of Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP (effective 23 July 2026), requires the target to review each tier of the ownership structure and re-declare the individuals who ultimately own or control it. A change of shareholder will usually change that analysis.
The employment-law consequences depend on the structure. In a share or capital-contribution acquisition, the employing entity remains unchanged, so a change of shareholder alone does not generally require employees to be transferred or to consent to the transaction. In an asset deal, or where the employer is merged, divided, sold, leased or converted, the successor entity generally must take over and continue to employ the existing workforce. If it cannot retain all employees, it must prepare a workforce-retention or reassignment plan in consultation with the employees’ representative organisation. Even where no statutory transfer obligation arises, early engagement with employees and their representatives helps preserve value. After completion, aligning accounting, tax and compliance policies with group standards, while retaining key managers and customers, supports continuity and growth.
Conclusion
To structure acquisitions effectively and grow sustainably in Vietnam, foreign investors should:
- Confirm market access, ownership caps and required approvals before agreeing on price;
- Choose the structure with tax, licences and land in mind;
- Link every diligence finding to a condition, warranty, indemnity or price adjustment;
- Build a realistic timetable covering investment registration, merger control and banking;
- Plan integration before signing.
