Deals in Vietnam rarely fail at signature. They fail afterwards, in the registry or in the accounts, and a mergers and acquisitions attorney earns their fee by closing those gaps first.
What a mergers and acquisitions attorney checks before closing
Two appeal judgments show the two ways a completed deal comes apart. One argued for twelve years about what the contributor had actually handed over. The other left a buyer who had paid in full owning nothing at all.
Twelve years to decide what was contributed
Judgment No. 03/2025/KDTM-PT of 22 January 2025 — Superior People’s Court in Hanoi, dispute over a capital transfer contract.
In 2008 one company contributed to another the buildings on 11,735.4 m² of industrial land in Bac Ninh. The parties valued the package at VND 11 billion, or 12.2% of charter capital: VND 9,754,509,173 of construction and VND 1,245,490,827 of land development cost. A notary witnessed the contract, both Members’ Councils resolved on it, and the receiving company amended its registration.
A year later the contributor sold that 12.2% portion to an individual for the same VND 11 billion. Litigation began in 2013. An asset freeze followed in 2014. First instance ruled in 2021, and the appeal court upheld it in 2025.
The holding is short. Once the contribution was complete, those assets belonged to the receiving company. Consequently the contributor held a share in a company, not a claim on the land, and the transfer moved that share and nothing more.
The buyer who paid and never became a member
Judgment No. 07/2023/KDTM-PT of 13 June 2023 — Superior People’s Court in Da Nang, dispute between a company and its members.
A buyer paid VND 3.5 billion in January 2021 for a capital portion of VND 1.8 billion in a limited liability company. The file reached the registry a year later and came back refused within two days. It cited the Enterprise Law 2014 instead of the 2020 law, and an identity document lacked notarisation.
Nobody fixed either defect. So the court held the buyer had never become a member, and dismissed his claims for the 2021 profit of VND 100,000,000 and for moral damages of VND 14,900,000.
Assets contributed as capital stop being yours
Article 34 allows capital in cash, gold, land use rights, intellectual property, technology and anything else valuable in dong. Only the lawful owner may contribute it.
Article 35(1)(a) then requires a formal transfer of title for registered assets and land, free of registration fee. Where the asset carries no title, Article 35(1)(b) requires a signed handover minute, and Article 35(2) lists what that minute must contain.
Article 35(3) settles the point the Bac Ninh case fought over for twelve years. A contribution counts as paid only when ownership has actually passed to the company. Until then the contributor has promised, not paid.
Over-valuation creates joint liability
Article 36 governs pricing. The founders must value non-cash assets by consensus, or bring in a valuation firm whose figure more than half of them accept.
The sting sits in Article 36(2) and (3). Where a valuation exceeds the real worth of the asset, the founders, or in a later round the owner and the Members’ Council or Board, must jointly contribute the difference. Moreover, they are jointly liable for damage caused by deliberate over-valuation.
A buyer inherits that exposure with the shares. Therefore the valuation file for every past non-cash contribution belongs in the data room.
The closing sequence a mergers and acquisitions attorney insists on
Judgment 07/2023 is a lesson about order. Money moved first, the filing came a year later, and the refusal arrived two days after that.
Article 52 sets the route for a capital portion in a limited liability company, and the seller must offer it to the remaining members on the same terms before selling outside. Article 127 does the same job for shares.
So hold the price until the registry has recorded the change, or release it in tranches against that step. And name in the contract who cures a refused file, within what period, and what happens if the defect stays uncured.
Paying for shares: the account rule for foreign buyers
Article 35(5) is easy to miss and hard to unwind. Every payment for shares or a capital portion by a foreign investor, every dividend received and every profit remitted abroad, must pass through an account under the foreign exchange rules.
Payment in assets or another non-cash form falls outside that rule. Cash in an envelope does not.
Why a mergers and acquisitions attorney costs less than the dispute
Put the two cases side by side. One ran from 2013 to 2025 over a contribution recorded in 2008. The other turned VND 3.5 billion into nothing because of a wrong statute reference and a missing notarial stamp.
Neither needed a clever argument to prevent. Both needed somebody to read the title transfer, the valuation file, the member register and the draft filing before the money moved.
Legal basis
- Enterprise Law, Law No. 59/2020/QH14, as amended by Law No. 76/2025/QH15 of 17 June 2025 — Article 34 on assets that may be contributed, Article 35 on transferring title and when a contribution counts as paid, Article 36 on valuation and joint liability for over-valuation, Article 52 on transferring a capital portion, and Article 127 on transferring shares.
- Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Article 21 on acquiring capital and shares and when a foreign investor must register first.
- Decree No. 168/2025/ND-CP of 30 June 2025 on enterprise registration — the file and the deadlines for recording a change of member or shareholder.
Decided cases are published on case.unilaw.vn. Deal work sits with our Vietnam corporate lawyers. See also how the transaction itself works in our note on mergers and acquisitions in Vietnam, and our guides to the limited liability company in Vietnam and the joint venture company in Vietnam.
Before instructing counsel it helps to know which approvals your deal actually needs. See M&A in Vietnam: what the law requires before closing.
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