M&A Lawyers in Vietnam: Approvals, Transfers and Mergers

M&A lawyers in Vietnam spend the first week of a deal on one question: does this transaction need a pre-closing registration, and if so, which of the three triggers catches it. Get that wrong and the share transfer is not registrable. This page sets out the triggers, the transfer mechanics, the merger procedure and the dispute architecture, with the article numbers.

UniLaw’s M&A lawyers in Vietnam act for buyers, sellers and funds from offices in Hanoi, Ho Chi Minh City and Nha Trang. The translations below are UniLaw’s working translations; the Vietnamese text governs.

A decided case M&A lawyers in Vietnam point to

Judgment No. 05/2025/KDTM-PT of 22 August 2025 — Court of Appeal of the Supreme People’s Court, dispute involving a person who was not yet a company member but had a transaction over a capital contribution.

Three claimants sought a single payment of interest for late performance at 10% a year, relying on Article 357 and Article 468(2) of the Civil Code. The Court of Appeal rejected the appeal and refused the whole claim, leaving the first-instance judgment in place, on the basis of Article 308(1) of the Civil Procedure Code.

Two things M&A lawyers in Vietnam take from it. Statutory default interest is not automatic: it attaches to an established, matured obligation, and the claimants here could not get there. And where the buyer is not yet on the register, the transaction sits in a category of its own — which is exactly why Article 52 of the Enterprise Law makes rights pass on entry in the member register, not on signature.

Decided deal cases are published on case.unilaw.vn.

The legal basis M&A lawyers in Vietnam work from

Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Article 8, Article 21(3) (the three pre-closing registration triggers), Article 21(4).
Enterprise Law, Law No. 59/2020/QH14 — Article 52, Article 127, Articles 200 and 201.
Competition Law, Law No. 23/2018/QH14 and Decree No. 35/2020/ND-CP — Article 30, Article 33, Articles 36, 37, 41, 42, and Article 13(1) of the Decree (the four notification thresholds).
Decree No. 31/2021/ND-CP as amended by Decree No. 239/2025/ND-CP; Decree No. 168/2025/ND-CP.
Civil Code, Law No. 91/2015/QH13 and the Commercial Law, consolidated as No. 113/VBHN-VPQH — the sale agreement itself.

The statute M&A lawyers in Vietnam now work from changed on 1 March 2026

The governing instrument is now the Investment Law, Law No. 143/2025/QH15 of 11 December 2025, in force from 1 March 2026, replacing Law No. 61/2020/QH14 and its amendments. Article 7 and the conditional business lines in Appendix IV take effect from 1 July 2026, and Article 50(3) from 1 January 2026.

Any deal checklist written against the 2020 Law needs re-checking. This is the first thing M&A lawyers in Vietnam verify on an inherited transaction.

Market access: the gate M&A lawyers in Vietnam check first

Article 8 of the Investment Law puts foreign investors on the same market access conditions as domestic investors, except as provided in Article 8(2). On the basis of statutes, National Assembly resolutions, ordinances, Standing Committee resolutions, Government decrees and the treaties Vietnam is party to, the Government publishes a List of business lines with restricted market access for foreign investors, comprising lines not yet open, and lines open subject to conditions.

Article 8(3) says what those conditions may be: the foreign investor’s ownership ratio of charter capital; the form of investment; the scope of investment activity; the capacity of the investor and of any partner; and other conditions under statute, resolution, ordinance, decree or treaty.

The three triggers M&A lawyers in Vietnam test first

Article 21(1) gives every investor the right to contribute capital, buy shares or buy capital contribution portions in an economic organisation. Article 21(2) then subjects a foreign investor doing so to: the Article 8 market access conditions; national defence and security requirements; and the land legislation on conditions for receiving land use rights and for using land on islands, in border communes, wards and special zones, and in coastal communes and wards.

Article 21(3) is the operative provision. A foreign investor must complete the registration procedure for capital contribution or share purchase before the members or shareholders are changed in any of three cases.

Trigger one: a conditional sector

Where the contribution or purchase increases the foreign ownership ratio in an economic organisation doing business in a line with conditional market access for foreign investors.

Note that this trigger is about an increase, however small, not about crossing a threshold. A one per cent top-up in a conditional-sector target is caught.

Trigger two: crossing — or moving above — 50%

Where the contribution or purchase results in foreign investors, or the economic organisations described in Article 20(1)(a), (b) and (c), holding more than 50% of the charter capital, in either of these situations: the foreign ownership ratio rises from at or below 50% to above 50%; or the foreign ownership ratio rises where foreign investors already hold more than 50%.

The second situation is the one that catches follow-on rounds. Once a target is above 50% foreign-held, every further increase is registrable, not just the crossing.

Trigger three: land in a sensitive location

Where the foreign investor contributes capital to, or buys shares or a capital contribution portion in, an economic organisation holding a land use right certificate on an island, or in a border commune, ward or special zone, or in a coastal commune or ward, or in another area affecting national defence and security.

This is a target-attribute trigger, not a percentage trigger. It bites at any size, which is why M&A lawyers in Vietnam pull the target’s land certificates before the percentage analysis, not after.

Where the detail lives

Article 21(4) leaves to the Government the forms of capital contribution and share purchase, and the file, order and procedure. That detail is in Decree No. 31/2021/ND-CP of 26 March 2021, as amended by Decree No. 239/2025/ND-CP of 3 September 2025. Company registration steps that follow are in Decree No. 168/2025/ND-CP of 30 June 2025 on enterprise registration.

Buying into an LLC: the offer round M&A lawyers in Vietnam must run

Article 52 of the Enterprise Law, Law No. 59/2020/QH14, governs transfer of a capital contribution portion in a multi-member LLC. Subject to Article 51(4) and Article 53(6) and (7), a member may transfer part or all of the portion, but must first offer it to the remaining members pro rata on the same terms, and may transfer to a non-member on those same offer terms only if the remaining members do not buy, or do not buy it all, within 30 days from the offer.

Article 52(2) adds that the transferring member keeps the rights and obligations attaching to the portion until the buyer’s details are fully recorded in the member register. Signing is not the transfer date; registration is.

Buying JSC shares: the trap M&A lawyers in Vietnam look for

Article 127 makes shares freely transferable, except in the case under Article 120(3) and where the charter restricts transfer. And then the limb that decides many disputes: a charter restriction on transfer is effective only where it is clearly stated on the share certificate of the shares concerned.

Transfer is by contract or by transaction on the securities market. Where by contract, the transfer instrument must be signed by transferor and transferee or their authorised representatives.

M&A lawyers in Vietnam therefore read the charter and the certificates together. A restriction in the charter alone does not bind a buyer of certificated shares.

The statutory merger M&A lawyers in Vietnam use

Article 201 of the Enterprise Law: one or more companies may merge into another by transferring all assets, rights, obligations and lawful interests to the acquiring company, and the merged companies then cease to exist.

The merger contract must contain, as a minimum: the name and head office of the acquiring company; the name and head office of each merged company; the procedure and conditions of the merger; the plan for the use of employees; the manner, procedure, time limit and conditions for converting the assets and the capital contributions, shares and bonds of the merged company into those of the acquiring company; and the time limit for carrying out the merger.

Fifteen days to creditors and employees

Article 201(2)(b): the merger contract must be sent to all creditors and notified to employees within 15 days from its approval.

That clock starts on approval, not on registration. It is a common omission on deals run to a foreign timetable.

What the acquirer inherits

Article 201(2)(c): after the acquiring company registers, the merged company ceases to exist; the acquiring company enjoys the lawful rights and interests and bears the obligations, unpaid debts, employment contracts and other property obligations of the merged company, succeeding automatically to all rights, obligations and lawful interests under the merger contract.

Universal succession means the diligence has to be real. There is no leaving a liability behind in a merger structure.

Consolidation is a different animal

Article 200: two or more companies may consolidate into a new company, with the consolidating companies ceasing to exist. The consolidation contract carries its own list of mandatory contents. Where the point is to create a clean new entity rather than to absorb into an existing one, this is the route.

Merger control: the filing M&A lawyers in Vietnam test for

Article 201(3) of the Enterprise Law requires companies carrying out a merger to comply with the Competition Law on mergers. The Competition Law, Law No. 23/2018/QH14 of 12 June 2018, and Decree No. 35/2020/ND-CP of 24 March 2020, set out what that means.

Article 30 of the Competition Law states the prohibition itself: an economic concentration that causes or may cause a significant anti-competitive effect on the Vietnamese market is prohibited.

Article 33(1) then imposes the filing duty: parties to an economic concentration must file a notification with the National Competition Commission before implementing it if the transaction reaches the notification threshold. Article 33(2) lists the four criteria on which that threshold is set, and Article 33(3) leaves the figures to the Government.

The four thresholds — any one is enough

Article 13(1) of Decree No. 35/2020/ND-CP sets them. Filing is required before implementation if any one of these is met:

total assets in the Vietnamese market of the enterprise, or of the affiliated group it belongs to, of VND 3,000 billion or more in the financial year immediately preceding the intended year of implementation;
total sales revenue or purchase turnover in the Vietnamese market of the enterprise, or of that affiliated group, of VND 3,000 billion or more in that preceding financial year;
a transaction value of VND 1,000 billion or more;
a combined market share of 20% or more in the relevant market in that preceding financial year.

Note the second limb of each asset and revenue test: it is measured at group level, not at the level of the entity signing. A modest target inside a large group crosses the threshold on the group’s own numbers.

Article 13(2) sets separate thresholds for credit institutions, insurers and securities companies, which are assessed on their own figures rather than these.

Thirty days, and the deemed clearance

Article 36(2) of the Competition Law: within 30 days of receiving a complete and valid notification file, the Commission must issue the preliminary appraisal result, stating either that the concentration may be implemented, or that it must go to official appraisal.

Article 36(3) is the provision worth knowing: if that period expires without the Commission issuing the preliminary result, the concentration may be implemented, and the Commission may not then issue a notice sending it to official appraisal.

The safe harbours in Phase I

Article 14(2) of Decree No. 35/2020/ND-CP says the concentration is cleared at the preliminary stage where any of these applies:

combined market share in the relevant market is under 20%;
combined share is 20% or more but the sum of the squares of the post-transaction market shares is below 1,800;
combined share is 20% or more, that sum of squares exceeds 1,800, but the increase in it before and after the transaction is under 100;
the parties stand in a production, distribution or supply chain relationship for a given good or service, or their business lines are inputs to or complementary to one another — subject to the further conditions in that Article.

Phase II, and what the Commission can order

Article 37(1): official appraisal runs 90 days from the notice sending the case there, extendable for complex matters by not more than 60 further days, on written notice to the filing party.

Article 41(1): at the end of official appraisal the Commission decides that the concentration may be implemented, that it may be implemented subject to conditions under Article 42, or that it falls within the prohibition. The decision must reach the parties within five working days (Article 41(2)), and Article 41(3) makes the Commission liable in damages for a decision issued out of time that causes loss.

The Article 42 conditions are worth reading before you design the structure: division, separation or sale of part of the capital contribution or assets of a party; control of purchase and sale prices or other transaction terms in the contracts of the post-transaction enterprise; and other measures to remedy the anti-competitive effect or to strengthen the positive effects.

Read the timetable against your signing schedule. A filing that goes to Phase II can add five months before completion, which is a condition precedent, not a formality.

The sale agreement M&A lawyers in Vietnam argue about

The SPA is a contract like any other, which means the regime question decides the numbers. Where the Commercial Law, Law No. 36/2005/QH11, consolidated as No. 113/VBHN-VPQH of 27 August 2025, applies, Article 301 caps a penalty at 8% of the value of the breached part of the obligation, and Article 302 limits damages to actual, direct loss plus the direct profit lost. Under the Civil Code, Law No. 91/2015/QH13, Article 418 sets no such ceiling, and Article 418(3) provides that where a penalty is agreed and damages are not mentioned, only the penalty is payable.

An indemnity package drafted to a foreign precedent and dropped into a Vietnamese-law SPA can shrink to the 8% ceiling without anyone noticing until the claim. The full analysis is on our contract law pillar.

The dispute clause M&A lawyers in Vietnam draft around

Article 16 of the Law on Commercial Arbitration, Law No. 54/2010/QH12, consolidated as No. 60/VBHN-VPQH of 15 August 2025, requires the arbitration agreement to be in writing, and Article 19 makes it independent of the contract, so invalidity of the SPA does not remove the tribunal’s jurisdiction. Article 33 sets a two-year limitation period.

But Article 470 of the Civil Procedure Code, Code No. 92/2015/QH13, consolidated as No. 21/VBHN-VPQH of 12 February 2026, reserves to Vietnamese courts exclusive jurisdiction over foreign-element cases concerning rights over immovable property in Vietnam. Where the deal is in substance about land, the arbitration clause will not carry it abroad. That interaction is set out on our real estate practice page.

Who can act for you on the record

Under Article 76 of the Law on Lawyers, as amended by Law No. 20/2012/QH13, a foreign lawyer in Vietnam may not appear as representative, defence counsel or protector of a litigant’s rights before a Vietnamese court, and may advise on Vietnamese law only with a Vietnamese law degree and the full Vietnamese qualification. Arbitration does not carry that restriction. The detail is on our page on engaging Vietnamese counsel.

Where an M&A deal meets another practice

Post-closing corporate housekeeping and governance sit with our corporate lawyers; licensing, project approvals and capital with our investment lawyers; warranty and indemnity cover with our insurance lawyers; brand and technology assets in the target with our intellectual property lawyers; vessels, terminals and charters with our maritime lawyers; data and model assets with our AI practice.

How UniLaw’s M&A lawyers in Vietnam run a deal

We run the Article 21(3) analysis before the term sheet, because it sets the timetable: the sector against the market access list, the resulting ownership percentage, and the target’s land certificates. Then the transfer mechanics — the Article 52 offer round for an LLC, the charter and the certificates for a JSC. Then the SPA regime and the dispute clause. Scope and fee basis are set out in the engagement before work starts.

Contact UniLaw with the target’s business lines, the resulting percentage and its land position and we will tell you whether a pre-closing registration is required before quoting.

Questions for M&A lawyers in Vietnam

Does every foreign share purchase need approval?

No. Article 21(3) of the Investment Law requires pre-closing registration in three cases only: an increase in a conditional-market-access sector; foreign holding going above 50% or rising when already above 50%; or the target holding a land use right certificate in a listed sensitive location.

When does the transfer actually take effect in an LLC?

Article 52(2) of the Enterprise Law: the transferor keeps the rights and obligations until the buyer’s details are fully recorded in the member register.

Can a charter block a share sale?

Only if the restriction is clearly stated on the share certificate for those shares — Article 127(1) of the Enterprise Law.

How long do we have to tell creditors about a merger?

Fifteen days from approval of the merger contract, and employees must be notified in the same period — Article 201(2)(b).

Does our deal need a competition filing?

If any one of the four thresholds in Article 13(1) of Decree No. 35/2020/ND-CP is met — VND 3,000 billion in Vietnamese-market assets or revenue at enterprise or affiliated-group level, a transaction value of VND 1,000 billion, or a combined market share of 20% — the parties must notify the National Competition Commission before implementing. Credit institutions, insurers and securities companies are assessed under Article 13(2).

How long does clearance take?

Thirty days for preliminary appraisal under Article 36(2) of the Competition Law, and if the Commission does not answer in time the concentration may proceed under Article 36(3). A case sent to official appraisal takes 90 days under Article 37(1), extendable by up to 60 more.

Can we cap liability at a fixed percentage?

Where the Commercial Law governs, a penalty cannot exceed 8% of the value of the breached part of the obligation under Article 301, and damages are limited by Article 302. Structure the indemnity accordingly.

Which law applies now, 61/2020 or 143/2025?

Law No. 143/2025/QH15, in force from 1 March 2026, with Article 7 and Appendix IV from 1 July 2026 and Article 50(3) from 1 January 2026.

Vietnam M&A Lawyers