Mergers & Acquisitions in Vietnam: A Guide for Foreign Investors

Rather than incorporating from scratch, many foreign investors enter Vietnam through mergers and acquisitions (M&A) — buying a company that already has customers, licences and a team. Cross-border M&A must comply with several layers of regulation.

Common forms

• Buying charter capital / shares in the target (partial or full transfer).
• Contributing additional capital to become a member/shareholder.
• Asset purchase, or a statutory merger/consolidation of entities.

Procedure for foreign investors

When a foreign investor buys capital/shares, it usually must complete an M&A approval (registration of capital contribution / share purchase) at the provincial DPI if the target operates in a conditional-access line, or if the purchase pushes foreign ownership above the applicable threshold. The authority reviews market-access conditions and the permitted foreign-ownership ratio for the sector.

Ownership limits and merger control

Foreign-ownership caps apply in certain sectors (banking, telecoms, logistics, etc.). Separately, if the deal creates an economic concentration above the thresholds under the Competition Law 2018, the parties must notify the National Competition Commission before closing. Thorough legal due diligence on licences, tax, labour, debt and disputes is essential.

Frequently asked questions

Does a foreign investor need approval to buy shares?

Usually it must register the capital contribution / share purchase at the DPI if the sector is conditional or foreign ownership exceeds the threshold.

Are there ownership caps?

Yes, sector-dependent. Some sensitive sectors cap the foreign room; ordinary sectors may allow up to 100%.

When is merger-control notification required?

When the deal exceeds the thresholds under the Competition Law 2018 (turnover, assets, market share); notify before closing.

How LTV Law helps

LTV Law runs legal due diligence, advises on deal structure, handles capital-contribution/share-purchase registration and competition filings for foreign investors. Contact our team.

This article is for general information only and does not constitute legal advice.