MERGERS & ACQUISITIONS IN VIETNAM – 2026 EDITION

1. What are the key rules/laws relevant to M&A and who are the key regulatory authorities?

There is no single document regulating M&A activities in Vietnam. The relevant rules are contained in several laws and regulations governing general corporate and investment issues. These laws and regulations include:

• Investment Law No. 61/2020/QH14[1] and Enterprise Law No. 59/2020/QH14[2] issued by the National Assembly on 17 June 2020, and their guiding documents, namely Decree No. 31/2021/ND-CP[3] and Decree No. 01/2021/ND-CP. These laws set out the general legal framework, conditional sectors and investment procedures. The authorities responsible for enforcing these laws are the:
• Prime Minister;
• National Assembly of Vietnam;
• Local People’s Committee;
• Industrial Zone Management Authority;
• Ministry of Finance;
• Ministry of Industry and Trade;
• Ministry of Health; and
• Other ministries depending on the business activities of the target companies.
• Law on Securities No. 54/2019/QH14 issued by the National Assembly on 26 November 2019, as amended by Law No. 56/2024/QH15 issued by the National Assembly on 29 November 2024, and its implementing documents, in particular Decree No. 155/2020/ND-CP issued by the Government on 31 December 2020, as amended by Decree No. 245/2025/ND-CP issued by the Government on 11 September 2025. This Law regulates the acquisition of shares in public and private companies in Vietnam, including public tender offers. The authorities responsible for enforcing the Law include the:
• State Securities Commission (SSC);
• Vietnam Securities Depository Centre; and
• Ministry of Finance.
• Competition Law No. 23/2018/QH14 issued by the National Assembly on 12 June 2018, which is enforced by the Vietnam Competition Commission (VCC) of the Ministry of Industry and Trade. Under this Law, any M&A transaction that causes or likely causes substantial anti-competitive effects on the Vietnamese market will be prohibited.
• Foreign exchange regulations. An investment capital account in Vietnamese dong is a condition, among others, for capital contribution/share purchase or subscription. These regulations are enforced by commercial banks and the State Bank of Vietnam.
• Vietnam’s WTO Schedule of Specific Commitments on Services and Vietnam’s commitments on services in various free trade agreements, including the EU- Vietnam Free Trade Agreement and the Comprehensive and Progressive Agreement for Trans-Pacific Partnership. These set out the ratio of shares that can be owned by foreign investors in various specific sectors.
• Other specific regulations for the acquisition of shares in Vietnamese companies operating in special sectors, such as banking and finance, insurance, and so on. These sectors are highly regulated by the relevant authorities.

2. What is the current state of the market?

Vietnam has remained an attractive destination for foreign investors: By the end of 2025, total registered FDI capital reached approximately USD 38.42 billion, marking a 0.5% year‑on‑year increase. Disbursed FDI rose to USD 27.62 billion, up 9% from 2024, representing the highest level recorded in the 2021–2025 period. Newly registered capital, however, declined to USD 17.32 billion, a 12.2% drop year‑on‑year, despite an increase of 20.1% in new project numbers, with 4,054 projects licensed in 2025. Adjusted capital continued to demonstrate stability, reaching USD 14.07 billion, up 0.8% compared to the previous year. Meanwhile, capital contributions and share purchases surged significantly, totaling USD 7.03 billion, an increase of 54.8% year‑on‑year.

Foreign investment amount poured into processing and manufacturing (USD 9.8 billion) as well as real estate sector (USD 3.67 billion). Other sectors, including professional, scientific and technological activities, also saw increased investment.

Singapore remained the largest investor, contributing USD 4.84 billion (27.9% of newly registered capital), followed by China (USD 3.64 billion), Hong Kong (USD 1.73 billion), and Japan. This distribution reflects ongoing diversification among foreign investors and sustained confidence in Vietnam’s economic environment.

The main drivers of Vietnam’s M&A market are:

• Introduction of the 2025 Investment Law, which liberalizes certain conditional sectors and eases restrictions on foreign investment in certain sectors.
• Removal of pre-funding requirement: On 3 February 2026, the Ministry of Finance issued Circular No. 08/2026/TT-BTC (“Circular 08”), which amends and supplements several articles of Circular 96, Circular 120, and Circular 121 regarding the securities market. Circular 08 effectively removes the requirement for 100% pre-funding for foreign institutional investors, a long-standing bottleneck in Vietnam’s market upgrade journey. The new Non-Prefunding (NPF) model introduced to get the status for Vietnam allows investors to settle trades similar to developed markets (T+2), removing the single biggest friction point for capital entry. This legal instrument is the direct response to the technical criteria set by FTSE Russell, aiming for an official Emerging Market upgrade in September 2026. For foreign investors, this is no longer a “if” but a “when.” The window to position capital before the massive liquidity wave hits is closing fast. The upgrade is a structural transformation, not just a label change. It fundamentally alters the “plumbing” of how foreign money enters Vietnam via changes in legislation made for Vietnam to gain the status. In addition, inclusion in the FTSE Emerging Index forces passive funds (ETFs) that track this index to automatically buy Vietnamese stocks. This creates a guaranteed “floor” of demand that did not exist before.
  What it DOESN’T Change: It does not immediately remove all Foreign Ownership Limits (FOL) across the board. While liquidity will improve, the legal caps on how much of a bank or telecom company you can own remain in place. Investors must still navigate these “rooms” and structure their investments upon entering into Vietnam.
• Trade liberalization as a result of CPTPP, EU- Vietnam FTA, and so on.
• Decree No. 69/2025/ND-CP, raising foreign ownership caps in distressed private banks from 30% to 49%.
• The trio of new laws (Law on Land, Law on Housing, Law on Real Estate Business) effective recently has cleared the legal logjam but raised compliance bars. According to the new laws, access to land is cleaner but more expensive due to market-based land valuation.
• Vietnam’s National Power Development Plan 8 (PDP 8) along with other policies on investment and development of renewable energy.

Major deals in 2025:

• Birch’s Acquisition of Eastern Real Estate at USD 365 million;
• AEON’s Buyout of Post & Telecommunication Finance Co., Ltd. at USD 162 million;
• Ares Management’s Acquisition of Medlatec Group at USD 150 million;
• Southeast Asian Healthcare Group’s Acquisition of a Ho Chi Minh City Hospital at USD 517 million;
• Singaporean REIT’s Acquisition of 49% Stake in a Vietnamese Industrial Park at more than USD 220 million.

3. Which market sectors have been particularly active recently?

• Renewable energy
• Manufacturing, processing industry
• Real estate
• Healthcare
• Wholesale and retail
• Technology and digital services
• Logistics and industrial infrastructure.

4. What do you believe will be the three most significant factors influencing M&A activity over the next 2 years?

The three most significant factors likely to influence M&A activity over the next 2 years are: economic growth, regulatory development and infrastructure development.

First, Vietnam’s GDP is projected to grow by over 6% in 2026. Exports rose by 15.5% in 2024, and inflation is expected to remain stable, falling from a peak of 4.4% in May 2024 to around 3.1% by April 2025, with the Asian Development Bank forecasting 3.9% inflation in 2025 and 3.8% in 2026. FDI disbursements is forecasted by World Bank to stay steady at around USD 25 billion annually over the next two years.

Second, sector-specific regulations, such as the PDP8 for renewable energy and revised land laws, will shape investment in these key industries. Green finance also continues to expand – Vietnam has prioritized green lending within its financial system, and although the most recent official figures for 2024–2025 are not yet published, the trend remains upward as the government advances energy transition policies.

Third, infrastructure development, which was formerly seen as a bottleneck in Vietnam’s growth, has now become a growth driver, supported by major projects such as Long Thanh international airport and the North-South railway.

The major expected trends in the Vietnam M&A market include:

• Real Estate
• Technology
• Renewable Energy

5. What are the key means of effecting the acquisition of a publicly traded company?

In Vietnam, the term public company refers to a joint stock company that meets one of the following conditions:

1. a) The company has a contributed charter capital of at least VND 30 billion, equity capital of at least VND 30 billion, and at least 10% of the voting shares are being held by at least 100 non-major shareholders; or
2. b) The company has successfully made its IPO by registration with SSC.

The most common means of obtaining control over a public company are as follows:

• The acquisition of shares/charter capital through:
• buying shares/charter capital from the existing shareholders of the company;
• buying shares/charter capital of a listed company on the stock exchange; and
• public share purchase offer.
• Through a merger. The 2020 Law on Enterprises sets out the procedures for company mergers by way of a transfer of all lawful assets, rights, obligations and interests to the merged company, and for the simultaneous termination of the merging companies.
• Through the acquisition of assets.

There are restrictions on the purchase of shares/charter capital of local companies by foreign investors in certain sensitive sectors. In addition, the law is silent on merger or assets acquisition (for example, business spin-off) transactions where a foreign investor is a party. Regarding other assets acquisition transactions, if the asset is a real property, foreign ownership right will be restricted according to real estate laws.

Securities of public companies must be registered and deposited at the Vietnam Securities Depository Centre before being traded.

Depending on the numbers of shares purchased, an investor can become a controlling shareholder. Under the Vietnam Law on Securities, a shareholder that directly or indirectly owns 5% or more of the voting shares of an issuing organisation is a major shareholder.

6. What information relating to a target company will be publicly available and to what extent is a target company obliged to disclose diligence related information to a potential acquirer?

In case a target company is a public company, it must publicly announce the following information:

• Annual financial statements audited by an approved auditing firm;
• Information on annual General Meeting of Shareholders;
• Report on the status of company governance;
• Abnormal information of public companies on the stock market;
• Information related to the last registration date to exercise rights for existing shareholders;
• Information on audit opinions, review conclusions, and results of retroactive adjustments to financial statements;
• Information on change of auditing term;
• Information on offering, issuance, listing, trading registration activities and report on capital use;
• Information on the maximum foreign ownership ratio of the company and changes related to such ownership ratio;
• Information on buying back the company’s own shares or selling treasury stocks.

Companies other than public listed companies are not subject to the above information publication requirements.

7. To what level of detail is due diligence customarily undertaken?

Before officially contacting the potential target, the buyer conducts a preliminary assessment based on publicly available information. The buyer then contacts the target, expresses its intention of buying shares/subscribing for its shares and the parties sign a confidentiality agreement before the due diligence process. The confidentiality agreement basically includes confidentiality obligations in performing the transaction. The enforcement of confidentiality agreements by courts in Vietnam remains untested.

A buyer’s legal due diligence usually covers the following matters:

• Corporate details of the target and its subsidiaries, affiliates and other companies that form part of the target.
• Contingent liabilities (from past or pending litigation).
• Employment matters.
• Contractual agreements of the target.
• Statutory approvals and permits regarding the business activities of the target.
• Insurance, tax, intellectual property, debts, and land-related issues.
• Anti-trust, corruption and other regulatory issues.

8. What are the key decision-making organs of a target company and what approval rights do shareholders have?

It is necessary to obtain the approval of the general meeting of shareholders when there is a share transfer of a founding shareholder of a joint stock company within three years from the issuance of the Enterprise Registration Certificate. The approval normally includes the:

• Number of shares offered.
• Price of the offer.
• Conditions of the offer.

There is no statutory requirement that prohibits a target board from soliciting or recommending other offers before completion of a transaction. However, in practice, the parties can agree on such restrictions.

9. What are the duties of the directors and controlling shareholders of a target company?

Shareholders of a public company must (i) not take advantage of the major shareholder’s status to influence rights and interests of the company and other shareholders as prescribed by law and the company’s charter; (ii) disclose information as prescribed by law; and (iii) other obligations prescribed by law and the company’s charter.

10. Do employees/other stakeholders have any specific approval, consultation or other rights?

There is no requirement under Vietnamese law that the employees must be consulted about the offer. However, if a layoff is to be conducted, the employer must:

• Prepare a labour usage plan.
• Consult with the employee representative.
• Notify the competent labour authority on the implementation of the labour usage plan.

11. To what degree is conditionality an accepted market feature on acquisitions?

A takeover offer usually contains the following conditions:

• The terms and conditions of the offer apply equally to all shareholders of the target.
• The relevant parties are allowed full access to the purchase information.
• The shareholders have full rights to sell the shares.
• Applicable laws are fully respected.

An offer can also be subject to conditions precedent. Conditions precedent are set out in the share sale and purchase agreement or the capital contribution transfer agreement. There is no specific restriction on conditions precedent other than the requirement that they cannot be contrary to law and conflict with social ethics (although the legal definition of social ethics is unclear). The most common conditions precedent are:

• Amendments to the charter/relevant licence of the target.
• Obtaining necessary approvals to conduct the transaction.
• Changes to the target’s management body.

Payment of the contract price will only be made after the conditions precedent are met.

12. What steps can an acquirer of a target company take to secure deal exclusivity?

The acquirer can enter into an exclusivity agreement, terms sheet or letter of intent or MOU that includes a legally binding exclusivity clause. The acquirer can also make use of deal protection mechanisms such as:

• No Shop Provision: included in an agreement between the seller and the buyer that prevents the latter from seeking purchase proposals from third parties in a time frame after the signing of the Letter of Intent
• Termination or Breakup Fees: if the seller accepts a bid from a third party, then they will have to pay the original buyer a fee equivalent to the breakup fee
• Lock-ups: seller is given part-ownership of stock or important assets in the target company
• Stock options: allow the buyer to purchase a number of shares in the target company if a particular pre-agreed event occurs

13. What other deal protection and costs coverage mechanisms are most frequently used by acquirers?

Besides the aforementioned, a deal protection mechanism an acquirer can make use of is matching or topping rights where the seller has to notify the buyer of any third party proposal, and the seller is entitled to match or better such a proposal.

Cost coverage mechanisms include:

• Locked Box mechanism: where the seller and buyer agree on a net purchase price upfront in the Sales Purchase Agreement and this price remains effective until the financial closing/completion date of the transaction – recommended for fast-growing target companies
• Completion Account mechanism: base purchase price, plus cash, less debt, plus excess or less shortfall in working capital

14. Which forms of consideration are most commonly used?

Under Vietnamese law, shares can be purchased by offering cash, gold, land use rights, intellectual property rights, technology, technical know-how or other assets. In practice, acquisitions are most commonly made for cash consideration.

15. At what ownership levels by an acquirer is public disclosure required (whether acquiring a target company as a whole or a minority stake)?

The offer timetable is as follows:

• The bidder prepares registration documents for its public bid to purchase shares.
• The bidder sends the bid registration documents to the State Securities Commission (SSC) for approval and, at the same time, sends the registration documents to the target.
• The SSC reviews the tender documents within thirty days.
• The bidder must publicly announce the tender offer within seven days from receipt of the State Securities Commission’s opinion regarding the registration of the tender offer.
• The bid is announced in the mass media.
• The length of the offer period is between 20 and 120 days.
• The bidder reports the results of the tender to the SSC within 10 days of completion.

Companies operating in specific sectors (such as banking, insurance, and so on) can be subject to a different timetable.

16. At what stage of negotiation is public disclosure required or customary?

The bidder must publicly announce the tender offer within seven days from receipt of the State Securities Commission’s opinion regarding the registration of the tender offer.

17. Is there any maximum time period for negotiations or due diligence?

There are no limitations (maximum or minimum) under Vietnam law on the time period in which the parties are required to conduct negotiations and/or due diligence.

18. Are there any circumstances where a minimum price may be set for the shares in a target company?

There are no general requirements under Vietnam law that set certain minimum price for shares in a target company. However, it is a practice that the share price must not be lower than the par value of each share.

19. Is it possible for target companies to provide financial assistance?

There is no general prohibition under Vietnam law on target companies providing financial assistance to acquirers. However, such provision of financial assistance to acquirers may result in breach of fiduciary duties of directors of the target company.  In this regard, the directors of the target company should be mindful of their duties to the target company because, providing financial assistance to an acquirer may be considered to be harming the target company while benefiting the majority shareholders of the target company or the acquirer, depending on the nature of such assistance.

20. Which governing law is customarily used on acquisitions?

Buyer and sellers are free to decide on the governing law of the transaction agreements. Nevertheless, in deals that involve a Vietnamese target company, the governing law is customarily Vietnam laws.

21. What public-facing documentation must a buyer produce in connection with the acquisition of a listed company?

Shares can be bought before the bid announcement provided that the number of shares sold does not exceed the thresholds requiring a tender offer. A tender offer is required in the following cases:

• Purchase of a company’s circulating shares that result in a purchaser, with no shareholding or less than a 25% shareholding, acquiring a 25% shareholding or more.
• Purchase of a company’s circulating shares that results in a purchaser (and affiliated persons of the purchaser), with a 25% or more shareholding, acquiring a further 10% or more of circulating shares of the company until it reaches 75% threshold.
• After a tender offer, if said entities have acquired 80% or more of the total voting shares of a listed company or outstanding fund certificates of a closed-end fund then it is mandatory to purchase the shares or fund being held by the remaining shareholders, unless all voting shares or outstanding fund have been bid for.

There is no guidance on building a stake by using derivatives. In addition, the bidder cannot purchase shares or share purchase rights outside the offer process during the tender offer period.

The bidder must publicly announce the tender offer in three consecutive editions of one electronic newspaper or one written newspaper and (for a listed company only) on the relevant stock exchange within seven days from the receipt of the State Securities Commission’s (SSC’s) opinion regarding the registration of the tender offer. The tender offer can only be implemented after the SSC has provided its opinion and following the public announcement by the bidder.

22. What formalities are required in order to document a transfer of shares, including any local transfer taxes or duties?

Depending on whether the seller is an individual or a corporate entity, the following taxes will apply:

• Capital gains tax. Capital gains tax is a form of income tax that is payable on any premium on the original investor’s actual contribution to capital or its costs to purchase such capital.[4] Foreign companies and local corporate entities are subject to a corporate income tax of 20%. However, if the assets transferred are securities, a foreign corporate seller is subject to corporate income tax of 0.1% on the gross transfer price.
• Personal income tax. If the seller is an individual resident, personal income tax will be imposed at the rate of 20% of the gains made, and 0.1% on the sales price if the transferred assets are securities. An individual tax resident is defined as a person who:
• stays in Vietnam for 183 days or longer within a calendar year;
• stays in Vietnam for a period of 12 consecutive months from his arrival in Vietnam;
• has a registered permanent residence in Vietnam; or
• rents a house in Vietnam under a lease contract of a term of at least 90 days in a tax year.

If the seller is an individual non-resident, he is subject to personal income tax at 0.1% on the gross transfer price, regardless of whether there is any capital gain.

Payment of the above transfer taxes is mandatory in Vietnam.

23. Are hostile acquisitions a common feature?

Hostile bids are neither defined nor regulated under Vietnamese law. There is also no express prohibition on this type of transaction. Recommended bids often outnumber hostile bids due to limited publicly available information about the target and reluctance to disclose information.

However, the number of hostile bids in Vietnam has been increasing since 2011, for example:

• Singapore-based Platinum Victory Ptl Ltd became Refrigeration Electrical Engineering Corp (REE)’s largest shareholder, accumulating a 10.2% interest in the company.
• Chile’s CFR International Spa acquired a 46% stake in healthcare equipment company Domesco Medical Import-Export Co (DMC), making it the first foreign deal in the pharma sector.

During 2010 and 2011, there were two takeover deals in Vietnam:

• The acquisition of Ha Tay Pharmacy in 2010.
• The acquisition of Descon, a construction company, in 2011. Binh Thien An Company acquired a 35% shareholding in Descon, officially took over Descon and made significant changes to its management body.

The Government’s Decree No. 155/2020/ND-CP lifted the foreign equity cap regarding public companies, with some exceptions (a 49% cap was previously in force). Specifically, the rules on foreign ownership in a listed company can be generally classified into the five following groups:

• If Vietnamese law, including international treaties, provides for a specific ownership cap, the maximum foreign ownership (MFO) must not exceed such a cap (group 1).
• If Vietnamese law treats a business activity as conditional on foreign investment (pursuant to the list of conditional sectors under the Investment Law) but does not yet provide any ownership limit, MFO must not exceed 50% (group 2).
• In cases that do not fall within group 1 and group 2, MFO can be up to 100% (group 3).
• In case a public company operates in multiple industries and trades with different regulations on the foreign ownership rate, the foreign ownership rate must not exceed the lowest level in the industries and trades with determined foreign ownership rates (group 4).
• Where a public company decides on the maximum foreign ownership ratio lower than the rate specified above, the specific rate must be approved by the General Meeting of Shareholders and included in the company’s charter.

This lift of the foreign equity cap can introduce more hostile bids in Vietnam.

24. What protections do directors of a target company have against a hostile approach?

There are no provisions regulating hostile bids under Vietnamese law.

25. Are there circumstances where a buyer may have to make a mandatory or compulsory offer for a target company?

It is mandatory for a tender offer to be made by any investor and its related persons (except investment funds and funds management companies) in the following cases:

• intention to purchase of circulating voting shares by said entities with no or less than 25% shareholding, which results in the direct or indirect ownership of 25% or more of the total voting shares of the company targeted for acquisition;
• intention to purchase of circulating voting shares by said entities with pre-existing 25% or more shareholding, which results in the direct or indirect ownership reaching or exceeding the 35%, 45%, 55%, 65%, and 75% thresholds of the total voting shares of the target company; and
• after a tender offer, if said entities have acquired 80% or more of the total voting shares of a listed company or outstanding fund certificates of a closed-end fund then it is mandatory to purchase the shares or fund being held by the remaining shareholders, unless all voting shares or outstanding fund have been bid for.

26. If an acquirer does not obtain full control of a target company, what rights do minority shareholders enjoy?

Minority shareholders continue to enjoy full rights as shareholders, such as voting rights and rights to receive distributions of dividends. However, as shareholders may only participate in the management of a company indirectly through a shareholders’ resolution, minority shareholders have limited right to affect the management of the company.

Under Enterprise Law 2020, a shareholder or group of shareholders that holds at least 5% of the ordinary shares (or a smaller ratio specified in the company’s charter) shall have the rights to:

• Access, extract the minutes of meetings, resolutions and decisions of the Board of Directors, mid-year and annual financial statements, reports of the Board of Controllers, contracts and transactions subject to approval by the Board of Directors and other documents except those that involve the company’s business secrets;
• Demand that a GMS be convened in case
• the Board of Directors seriously violates the shareholders’ rights, obligations of executives or issues decisions ultra vires;
• other cases prescribed by the company’s charter.

• Request the Board of Controllers to investigate into specific matters relevant to the company’s administration where necessary

27. Is a mechanism available to compulsorily acquire minority stakes?

If the bidder acquires 80% or more of the shares of a public company, it must buy the remaining shares of the same type of other shareholders (if they so request) at the bid price within 30 days. However, there are no “squeeze-out” rights that can force the remaining shareholders to sell their shares.

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If you have any question on the above, please do not hesitate to contact Dr. Oliver Massmann under [email protected]. Dr. Oliver Massmann is the general director of Duane Morris Vietnam LLC.

[1] Please note that the new Investment Law No. 143/2025/QH15 issued by the National Assembly on 11 December 2025 will replace the current Investment Law on 01 March 2026.

[2] This Enteprise Law was amended by Law No. 76/2025/QH15 issued by the National Assembly on 17 June 2025 and takes effect from 01 July 2025.

[3] A guiding document of the new 2025 Investment Law is still pending. Once issued, it will replace this Decree No. 31/2021/ND-CP.

[4] From 01 October 2025 onwards, capital transfers by foreign enterprises are to be taxed based on gross proceeds, not net gains.