Overview of Corporate Law Mergers and Acquisitions in Vietnam

Mergers and acquisitions (M&A) are crucial strategies for business expansion in Vietnam. They involve a range of corporate activities such as mergers, consolidations, acquisitions of assets, transfers of capital contributions between members, and changes in company management. Understanding Business reorganization law is essential for navigating the legal and financial challenges associated with these transactions — not only at the negotiation and closing stage, but throughout the life of the reorganized enterprise.

Vietnam’s legal framework for M&A is anchored in the Law on Enterprises and the Law on Investment, but it is also shaped heavily by procedural regulations on business registration and by the accumulated practice of Vietnamese courts. A transaction that looks clean on paper — a capital transfer contract, a liquidation minute, a confirmation of completed payment — can still generate years of litigation if the internal decision-making of the company (its Members’ Council resolutions, its charter amendments, its registration dossiers) is not handled with rigor. This is precisely the kind of risk that Unilaw is engaged to manage for clients entering, exiting, or restructuring ownership of Vietnamese companies.

Legal Framework for Mergers and Acquisitions in Vietnam

The key legal instruments shaping Business reorganization law in Vietnam include:

• The Law on Enterprises (No. 59/2020/QH14): Defines corporate governance, shareholder and member rights, capital transfer procedures, and the authority of the Members’ Council, the Chairman, and the Director/General Director in a limited liability company.
• The Law on Investment (No. 61/2020/QH14): Specifies conditions for foreign investments and merger approvals, including the M&A route for foreign investors acquiring capital in an existing Vietnamese enterprise.
• Decree No. 01/2021/ND-CP on business registration: Governs the dossiers, procedures, and legal effect of enterprise registration following a merger, consolidation, or capital transfer.
• Competition Law: Ensures anti-monopoly practices and fair competition in the market for larger-scale concentrations.

Decree 01/2021/ND-CP is often underestimated in M&A planning, yet it directly determines whether a post-transaction ownership structure is legally recognized. Under Article 3 of the Decree, business registration is the act by which an enterprise records information — including changes arising from a merger or a transfer of capital contribution — with the business registration authority, and this information is stored in the National Database on Business Registration. Article 6 further clarifies that the Enterprise Registration Certificate is issued based strictly on the information contained in the registration dossier, and that this certificate is not, in itself, a business license; where the data recorded electronically in the National Database differs from the paper certificate at the same point in time, the version consistent with the registration dossier prevails. In practical terms, this means that after any acquisition of capital contribution, merger, or change of legal representative, the accuracy and completeness of the registration dossier — not merely the private agreement between the buyer and seller — is what ultimately controls the company’s legally recognized structure going forward.

Article 4 of Decree 01/2021/ND-CP also establishes a principle that is directly relevant to M&A risk allocation: the person establishing the enterprise, or the enterprise itself, self-declares the registration dossier and bears legal responsibility for the legality, truthfulness, and accuracy of the declared information. The business registration authority is responsible only for the validity of the dossier and does not bear responsibility for violations of law committed by the enterprise before or after registration, nor does it resolve disputes between members or shareholders. This allocation of responsibility is precisely why due diligence in a corporate law merger and acquisition transaction in Vietnam cannot stop at reviewing the target’s charter and business registration certificate; it must extend to verifying that every underlying corporate resolution behind a registered change was validly adopted and properly implemented.

Lessons from Judicial Practice: When Internal Governance Disputes Undermine an M&A Structure

The Supreme People’s Court’s Cassation Decision No. 08/2024/KDTM-GDT, dated 11 June 2024, concerning a dispute between members of a Vietnamese limited liability company, illustrates how a seemingly completed internal restructuring can later become the subject of protracted litigation. In that case, a limited liability company originally had three members, holding 50%, 45%, and 5% of charter capital respectively. Two of the members subsequently transferred their entire capital contributions — under separate capital transfer contracts — to the third member, with both sides confirming in writing that the transfers had been completed, that payment had been made, and that all contractual obligations had been discharged.

Notwithstanding the completed capital transfer, the dispute did not end there. The company’s Members’ Council later adopted a resolution concerning how a specific real estate project of the company should be managed — including a decision to establish a dedicated branch and to delegate full authority over the project to that branch. The plaintiff alleged that the company’s Chairman of the Members’ Council, who also acted as Director, failed to implement this resolution, proceeded to build structures within the project area without the required corporate authorization, and issued documents in the name of the company on matters falling outside the scope of ordinary day-to-day business — all without a valid Members’ Council resolution. The plaintiff sought, among other remedies, judicial recognition of the Members’ Council resolution, an order compelling the company to establish the branch and delegate authority as resolved, an order requiring correction of the enterprise registration dossier, and compensation for losses allegedly caused by the delay and by the Director’s alleged overreach of authority under the manager’s duties set out in the Law on Enterprises.

For businesses engaged in corporate law mergers and acquisitions in Vietnam, this case underscores several practical points that go beyond the transfer contract itself: a completed and paid-for capital transfer does not, by itself, guarantee smooth post-acquisition governance; resolutions of the Members’ Council must be both validly adopted and actually implemented, or they become a source of dispute; and the person holding the title of Chairman or Director can, in practice, exercise significant unilateral control over company operations unless the other members actively monitor and enforce compliance with corporate resolutions and with the registration dossier held at the business registration authority.

A Fifteen-Year Dispute: Cassation Decision No. 12/2022/KDTM-GDT and the Fragility of a “Completed” Capital Transfer

If Cassation Decision No. 08/2024 shows how a governance dispute can surface shortly after a capital transfer, Cassation Decision No. 12/2022/KDTM-GDT of the Supreme People’s Court, dated 12 December 2022, shows the opposite risk in corporate law mergers and acquisitions: a transfer of capital contributions that appeared, on paper, to have been fully and formally completed can remain open to challenge for well over a decade. The underlying company began life as a private production establishment in the 1990s, was later reorganized in 1999 into a limited liability company with five members holding contributions ranging from cash to machinery and factory lease rights, and by 2007 had built up a substantial factory-lease position under a ten-year build-to-transfer arrangement with a industrial-zone lessor, having already paid more than sixty percent of the total contract value.

On 25 March 2007, all five members signed documents transferring their entire capital contributions to two individuals said to be acting on behalf of a foreign investor. The paperwork looked complete: transfer documents were signed, a notice of change in business registration content was filed, and shortly afterward the company and the lessor executed a liquidation minutes for the factory lease contract. Yet the plaintiffs later claimed that they had signed under duress exerted by investigating officers acting on a complaint filed by the foreign investor, and in 2010 — three years after the transfer — they sued to have the transfer contract declared void, to have the company’s original membership restored, and to recover compensation calculated by reference to the value of the leased factory (based on the 60.58% of the contract price already paid) and the machinery the company had owned before the transfer. The case was not finally resolved by the Supreme People’s Court until December 2022 — fifteen years after the disputed transfer took place.

For any acquirer relying on corporate law mergers and acquisitions structures in Vietnam, the case is a cautionary illustration that the existence of signed transfer documents, a business registration amendment, and even a liquidation minutes with a third-party contractual counterparty does not close the door on a member later alleging that consent was procured through duress. A dispute of this kind can remain unresolved through investigation, first-instance litigation, appeal, and cassation review for more than a decade, during which the ownership status of the underlying assets — here, a factory complex and its land-use rights, later valued at over VND 45 billion — remains legally uncertain.

Registration Paperwork Versus Substantive Validity: What Decree No. 168/2025/ND-CP Requires and What It Cannot Guarantee

Decree No. 168/2025/ND-CP on enterprise registration, which took effect in mid-2025, formalizes precisely the category of documentation that was at the center of the 2022 dispute. Article 3.11 of the Decree defines “documents evidencing completion of a transfer” to include, among other things, an extract from the register of members or register of shareholders, the minutes of liquidation of the transfer contract, a bank confirmation that payment has been completed, or other documents of equivalent evidentiary value. Article 3.12 similarly defines the documents that evidence completion of a capital contribution, including the register of members or shareholders, the capital contribution certificate, or a bank confirmation of funds transferred into the company’s account. Under this regulatory framework, once an applicant submits one of these documents to the business registration authority, the authority is entitled to accept the dossier and record the change — it is not required, and under Article 4.4 of the same Decree is expressly not obligated, to adjudicate any dispute among members, shareholders, or other parties concerning the underlying transaction.

This is where the gap between the letter of the law and judicial practice becomes concrete. The law states that a liquidation minutes, a bank payment confirmation, or an entry in the register of members is sufficient documentary evidence for the business registration authority to record a completed transfer of capital — this is an administrative, paper-based standard designed to keep the registration system functioning efficiently and to keep the registration authority out of private disputes. In practice, however, as Cassation Decision No. 12/2022/KDTM-GDT demonstrates, a liquidation minutes and a signed transfer document of exactly this kind were treated by the courts as only the starting point of the analysis, not the end of it. The Supreme People’s Court had to examine the circumstances in which the 2007 signatures were obtained, including the plaintiffs’ allegation of duress arising from a criminal complaint and investigation, before it could determine whether the transfer — despite being formally documented and registered — was legally valid at all. In other words, the registration authority’s acceptance of a transfer dossier under documentation of the kind now codified in Article 3.11 of Decree No. 168/2025/ND-CP creates a registered legal status, but that registered status is rebuttable, and Vietnamese courts have shown themselves willing to revisit a transfer years — even a decade and a half — after registration if a party can show that consent was not freely given.

For parties structuring corporate law mergers and acquisitions transactions in Vietnam, the practical consequence is that due diligence cannot treat a clean set of registration documents — a liquidation minutes, a bank payment confirmation, an updated register of members — as dispositive proof that a prior transfer of capital is immune from challenge. Buyers should independently verify the circumstances under which sellers’ predecessors-in-interest executed their own transfer documents, particularly where a target company’s ownership history includes a transfer that closely followed a dispute, an investigation, or any external pressure on the transferring party. Where such circumstances are present, contractual protections — indemnities, escrow arrangements, and seller warranties addressing the voluntariness and validity of all prior capital transfers in the chain of title — become essential, precisely because the business registration authority’s own acceptance of the paperwork, as Decree No. 168/2025/ND-CP confirms, does not extend to verifying the substantive validity of the consent behind it.