Does a foreign buyer need approval to buy shares in a Vietnamese company?

In certain cases — e.g. increasing foreign ownership in a conditional sector, crossing 50% ownership, or where the target holds land in sensitive areas — the foreign investor must register the capital contribution/share purchase with the investment authority before completion.

What does legal due diligence cover?

It reviews the target's corporate records, ownership, licenses, material contracts, labour, tax, litigation and compliance to identify risks and price/condition the deal.

Corporate Services

Mergers & Acquisitions (M&A)

LTV Law advises on mergers and acquisitions in Vietnam: legal due diligence, structuring the transaction, share and capital-contribution transfers, the foreign-investor capital contribution / share purchase approval procedure, drafting transaction documents and completing post-closing filings.

Free consultation View process

Quick facts

Cost
Contact for a quote
Processing time
By transaction
Legal basis
Enterprise Law 2020 (amended 2025)
Initial consultation
Free

Overview

Mergers & Acquisitions (M&A)

Scope of services

What we provide

Legal due diligence of the target company
Transaction structuring and tax-efficiency advice
Share, capital-contribution and asset transfer
Foreign-investor capital contribution / share purchase approval
Draft and negotiate M&A contracts and ancillary documents
Post-closing changes to enterprise/investment registration

When is foreign-investor approval required?

When the acquisition increases foreign ownership in a company operating in a conditional market-access sector
When foreign investors come to hold more than 50% of charter capital
When the target holds land-use rights in sensitive national-defence/security areas

Process

How we work

Due diligence

Review legal, corporate, contract and compliance status of the target

Structure & negotiate

Propose structure, negotiate terms, draft transaction documents

Approvals & closing

Obtain capital contribution/share purchase approval where required

Post-closing

Update enterprise/investment registration and integrate

Legal basis

Enterprise Law 2020 (amended 2025)
Investment Law 2025 (Law No. 143/2025/QH15)

Get started

Request a free consultation

Leave your details and an LTV Law lawyer will contact you about Mergers & Acquisitions (M&A).

Your details

FAQ

Frequently asked questions

Need advice on Mergers & Acquisitions (M&A)?

Contact LTV Law for end-to-end, fully compliant legal support.

Call: 0977 616 391 Send a request