BUYING INTO VIETNAM: THE 2026 FOREIGN INVESTOR’S M&A PLAYBOOK

Vietnam has entered a new phase of its development as an investment destination. For international investors, acquiring an existing Vietnamese business can provide something that a greenfield investment often cannot: immediate market access, an existing workforce and customer base, operating licences, land and facilities, local distribution networks, established supply chains and, critically, speed to market.

The opportunity is substantial. It is also legally sophisticated. Successful acquisitions in Vietnam require foreign investors to address not merely the share purchase agreement, but also foreign-investment market-access conditions, merger control, sector-specific approvals, land rights, foreign-exchange rules, tax, licensing, beneficial ownership, employment, compliance and—in many transactions—the regulatory history of the target.

As of the first eight months of 2026, Vietnam had attracted more than USD 40.6 billion in registered foreign investment, up 55.4% year-on-year. Foreign investors completed 2,062 capital-contribution and share-purchase transactions with an aggregate value exceeding USD 6.7 billion, an increase of 50.1% year-on-year. Manufacturing remained the largest recipient of foreign investment, while real estate, energy infrastructure, information and communications, and professional and technology activities also attracted significant capital. (Ministry of Finance – FIA⁠)

For investors considering the acquisition of a Vietnamese business, the following are the key legal and strategic issues.

1. What are the principal laws governing M&A transactions in Vietnam?

Vietnam does not have a single consolidated M&A statute. An acquisition must instead be analysed under a combination of investment, corporate, competition, securities, foreign-exchange, tax, land and sector-specific legislation.

The principal legislation includes:

Investment Law No. 143/2025/QH15, effective from 1 March 2026, together with Decree No. 96/2026/ND-CP. The Investment Law establishes the foreign-investor market-access regime and determines when a foreign acquisition requires prior registration with the investment authority. (Chinh Phu Document System⁠)

Under the 2025 Investment Law, prior M&A registration is generally required where, among other circumstances:

• the acquisition increases foreign ownership in a company carrying on a business subject to conditional market access for foreign investors;
• the transaction causes foreign investors to move from 50% or less to more than 50% ownership, or increases foreign ownership where foreign investors already hold more than 50%; or
• the target holds land-use rights in certain islands, border areas, coastal areas or other areas relevant to national defence and security. (en.baochinhphu.vn⁠)

A significant reform under the new Investment Law is that a foreign investor may establish an economic organisation before completing the procedure for issuance or amendment of an Investment Registration Certificate for its investment project, subject to applicable market-access requirements. (THƯ VIỆN PHÁP LUẬT⁠)

The Enterprise Law No. 59/2020/QH14, as amended most recently by Law No. 76/2025/QH15, governs corporate organisation, shareholder and member rights, corporate approvals, management structures and registration of changes to ownership. Law No. 76/2025/QH15 has been effective since 1 July 2025. (Chinh Phu Document System⁠)

Investors should note that Law No. 24/2026/QH16, adopted on 24 August 2026, is an amendment to the Investment Law—not the Enterprise Law—and does not take effect until 1 March 2027. Transactions signing or closing around that date should therefore be reviewed for transitional consequences. (Chinh Phu Document System⁠)

Other important legislation includes:

• the Securities Law No. 54/2019/QH14, as amended, together with Decree No. 155/2020/ND-CP and Decree No. 245/2025/ND-CP;
• Competition Law No. 23/2018/QH14;
• foreign-exchange regulations administered by the State Bank of Vietnam;
• the Land Law, Housing Law and Real Estate Business Law;
• Corporate Income Tax Law No. 67/2025/QH15 and Decree No. 320/2025/ND-CP;
• Vietnam’s WTO commitments and free trade agreements, including the EU-Vietnam Free Trade Agreement and the Comprehensive and Progressive Agreement for Trans-Pacific Partnership; and
• specialised legislation applicable to regulated sectors such as banking, insurance, telecommunications, healthcare, pharmaceuticals, education, logistics, energy and real estate.

Relevant authorities may include the Ministry of Finance and its investment authorities, the relevant provincial People’s Committee or competent investment authority, the Vietnam Competition Commission, State Securities Commission, State Bank of Vietnam, Ministry of Industry and Trade and specialised ministries or regulators.

2. What is the current state of Vietnam’s M&A and foreign-investment market?

Vietnam enters the final quarter of 2026 with strong foreign-investment momentum.

By the end of August 2026:

• total registered foreign investment exceeded USD 40.6 billion, up 55.4%;
• realised FDI reached approximately USD 17.25 billion, up 12%;
• 2,771 new projects attracted more than USD 21.7 billion;
• capital increases in existing projects exceeded USD 12.2 billion; and
• foreign capital contributions and share purchases exceeded USD 6.7 billion, up 50.1%. (Ministry of Finance – FIA⁠)

Manufacturing and processing accounted for more than USD 21 billion of total registered investment. Real estate attracted more than USD 5.7 billion, while energy infrastructure, information and communications and professional/scientific/technology activities also recorded significant inflows. (Ministry of Finance – FIA⁠)

Singapore and South Korea remained the two largest sources of registered investment during the period, followed by Hong Kong, mainland China and Malaysia. (Ministry of Finance – FIA⁠)

These figures matter to M&A investors because they demonstrate that Vietnam is no longer merely a greenfield manufacturing destination. Acquisitions, strategic investments, joint ventures and secondary share purchases are becoming an increasingly important route into the market.

3. What is driving Vietnam’s M&A market in 2026?

Several structural developments are particularly important.

A new Investment Law

The Investment Law 2025 modernises Vietnam’s foreign-investment framework and preserves the general principle that foreign investors may access the Vietnamese market unless an activity appears on the restricted or conditional market-access lists. (Chinh Phu Document System⁠)

Vietnam’s FTSE Russell emerging-market upgrade

Vietnam’s reclassification from Frontier Market to Secondary Emerging Market status becomes effective from the opening of the market on 21 September 2026. FTSE Russell confirmed the upgrade after concluding that Vietnam satisfied the applicable Secondary Emerging Market criteria, including important improvements relating to the non-prefunding framework and access for foreign institutional investors. (LSEG⁠)

This does not eliminate statutory foreign-ownership restrictions in regulated businesses, but it materially increases Vietnam’s visibility and accessibility to global institutional capital.

More favourable securities-market access

Decree No. 245/2025/ND-CP removed the previous ability of a public company, solely through its charter or shareholders’ meeting, to impose a foreign-ownership ceiling below the ceiling otherwise permitted by law and Vietnam’s international commitments, subject to transitional arrangements for existing companies. (SSC⁠)

Banking-sector opportunities

Decree No. 69/2025/ND-CP introduced greater flexibility regarding foreign ownership in certain Vietnamese credit institutions involved in mandatory transfers of distressed banks. The general banking foreign-ownership regime nevertheless remains highly regulated and requires transaction-specific analysis. (Chinh Phu Document System⁠)

Land, infrastructure and energy reforms

Vietnam’s revised land, housing and real-estate legislation, major transport infrastructure investment, industrial-zone expansion, energy transition and implementation of national power planning continue to create acquisition opportunities in industrial real estate, logistics, manufacturing and energy.

4. Which sectors attract the most M&A interest?

In our view, the most important sectors for inbound acquisitions include:

• manufacturing and advanced manufacturing;
• industrial real estate and logistics;
• consumer goods and retail;
• healthcare and pharmaceuticals;
• technology, software, digital services and data-related businesses;
• renewable and conventional energy infrastructure;
• financial services;
• food and agriculture;
• education and training;
• supply-chain and supporting industries; and
• businesses capable of benefiting from Vietnam’s extensive free-trade-agreement network.

The strongest targets are increasingly those that combine licences, land, an operating track record, a scalable workforce and an established domestic or export customer base.

5. What will most influence Vietnamese M&A over the next two years?

Three factors are particularly significant.

First, regulatory liberalisation and implementation. The Investment Law 2025, securities-market reforms and further amendments taking effect in 2027 will affect transaction structures and foreign-investor market access.

Second, Vietnam’s integration into global supply chains. Manufacturers are continuing to diversify production locations and increasingly consider acquiring established Vietnamese companies rather than building operations entirely from scratch.

Third, infrastructure and energy development. Airports, ports, expressways, logistics infrastructure, industrial zones, electricity generation and grid investment are changing the commercial attractiveness of entire regions and industrial clusters.

We expect particularly strong strategic interest in manufacturing, technology, energy, infrastructure, logistics and selected real-estate assets.

6. How can a foreign investor acquire a Vietnamese company?

The principal structures are:

• acquisition of existing shares in a joint-stock company;
• acquisition of an existing capital contribution in a limited liability company;
• subscription for newly issued shares or additional charter capital;
• a combination of primary investment and secondary acquisition;
• merger or corporate restructuring;
• acquisition of a business or selected assets; or
• establishment of a joint venture with existing shareholders.

The optimal structure depends upon tax, licensing, foreign-ownership restrictions, land rights, existing liabilities and the investor’s commercial objective.

A share acquisition gives the investor the existing corporate vehicle- including its licences, contracts, employees, assets and liabilities.

An asset acquisition may offer greater ability to select assets and avoid certain historical liabilities, but transferring licences, employees, contracts and especially land-use rights can be significantly more complicated.

7. When is foreign-investor M&A approval required?

This question should be answered at the beginning of the transaction—not shortly before closing.

Under the Investment Law 2025, prior registration is required in specified situations, including acquisitions that increase foreign ownership in businesses subject to conditional foreign-investor market access, acquisitions that cross or increase ownership above the 50% threshold, and certain acquisitions involving targets holding land-use rights in sensitive locations. (en.baochinhphu.vn⁠)

Sector-specific approvals may apply independently.

Foreign investors should therefore determine at term-sheet stage:

1. whether the target’s activities are open to foreign investment;
2. the maximum permissible foreign ownership;
3. whether M&A registration is required;
4. whether sectoral approval is necessary;
5. whether competition clearance is required; and
6. whether any land or national-security review applies.

These questions can determine whether a transaction is legally achievable in the contemplated structure.

8. What about Vietnamese merger control?

Merger-control analysis is now a critical workstream for larger acquisitions.

Under Vietnam’s competition regime, economic-concentration notification can be triggered by thresholds based on Vietnamese assets, Vietnamese turnover, transaction value or combined market share.

For ordinary enterprises, notification thresholds currently include, among other criteria:

• assets in Vietnam of VND 3 trillion or more;
• sales revenue or purchase turnover in Vietnam of VND 3 trillion or more;
• transaction value of VND 1 trillion or more for transactions carried out in Vietnam; or
• combined market share of 20% or more in the relevant market.

Special thresholds apply to credit institutions, insurers and securities companies. (Dich Vu Cong⁠)

A common mistake is to consider competition approval only where the buyer and target are direct competitors. Vietnam’s notification thresholds are broader than that assumption.

Merger-control assessment should therefore be conducted at an early stage and reflected in the transaction timetable and conditions precedent.

9. What information about a Vietnamese target is publicly available?

The answer differs considerably between listed/public companies and private companies.

Public companies are subject to substantial disclosure obligations regarding financial statements, corporate governance, shareholder meetings, securities transactions, foreign-ownership limits and material events.

Private companies disclose far less publicly.

For acquisitions of private Vietnamese companies, meaningful due diligence generally depends on the seller establishing a reliable data room and providing corporate, financial, licensing, tax, employment, contractual, land, litigation and compliance documentation.

Foreign investors should not assume that publicly available corporate information provides a complete picture of the target.

10. How important is due diligence in Vietnam?

It is exceptionally important.

Vietnamese acquisitions often involve risks that cannot be adequately addressed by a standard corporate-document review.

Comprehensive legal due diligence normally examines:

• establishment and corporate history;
• ownership and beneficial ownership;
• foreign-investment status;
• Investment Registration Certificates and Enterprise Registration Certificates;
• business lines and sub-licences;
• land-use rights and buildings;
• construction approvals;
• environmental compliance;
• material contracts;
• debt and security interests;
• related-party transactions;
• employment;
• tax;
• intellectual property;
• litigation and administrative proceedings;
• data protection and cybersecurity;
• competition;
• anti-bribery and anti-corruption;
• sanctions and compliance;
• insurance; and
• historical regulatory breaches.

For regulated or asset-heavy targets, environmental, technical, financial and tax due diligence should run in parallel.

The key question is not merely “Does the target own this asset?” but also “Was it acquired, developed, licensed and used lawfully, and can the foreign investor continue to own and operate it after closing?”

11. Why are licences particularly important?

Foreign investors frequently acquire Vietnamese companies because the target already possesses valuable operating licences.

But licences should never be assumed to transfer automatically merely because the shares of the licensee are transferred.

The investor should verify:

• whether foreign ownership is permitted;
• whether a change of control requires notification or approval;
• whether licences must be amended following closing;
• whether the licence remains valid;
• whether the company has complied with its licence conditions; and
• whether any historical non-compliance could trigger suspension or revocation.

Licensing deficiencies should be addressed through conditions precedent, covenants, indemnities or pre-closing remediation.

12. How should investors deal with land?

Land is one of the most important—and potentially most valuable—components of Vietnamese M&A.

Vietnam does not recognize private ownership of land. Instead, entities may hold land-use rights under different legal arrangements.

An investor should establish:

• the legal origin of the land;
• land-use purpose;
• duration;
• whether land rent has been paid annually or in a lump sum;
• whether the land-use rights are transferable;
• whether the target has satisfied development obligations;
• whether the land is mortgaged;
• whether construction is lawful;
• whether there are zoning issues;
• whether there are outstanding financial obligations; and
• whether foreign ownership following closing changes the target’s ability to retain or use the land.

A transaction that looks attractive based on enterprise value can become commercially unattractive if the target’s underlying land position is defective.

13. What corporate approvals are required?

Required approvals depend upon:

• whether the target is an LLC or joint-stock company;
• its charter;
• shareholders’ or members’ agreements;
• the size and nature of the transaction;
• transfer restrictions;
• rights of first refusal or pre-emption rights; and
• whether related-party transaction rules apply.

Foreign investors should review the target’s charter and shareholder arrangements before assuming that a seller can freely transfer its interest.

14. What protections should a foreign buyer seek in the transaction documents?

Vietnamese acquisition agreements increasingly resemble international M&A documentation.

A sophisticated buyer will normally consider:

• conditions precedent;
• representations and warranties;
• tax warranties and tax indemnities;
• specific indemnities for identified due-diligence issues;
• pre-closing covenants;
• ordinary-course restrictions;
• material-adverse-change provisions where appropriate;
• purchase-price adjustment mechanisms;
• escrow or holdback arrangements;
• warranty-and-indemnity insurance where commercially viable;
• post-closing covenants;
• non-compete and non-solicitation provisions to the extent enforceable;
• dispute-resolution mechanisms; and
• termination rights.

The transaction documents should be designed around the actual findings of due diligence—not simply imported from an international precedent.

15. Are conditions precedent commonly used?

Yes.

Typical conditions precedent include:

• foreign-investment approval;
• merger-control clearance;
• sector-specific approvals;
• amendment or confirmation of licences;
• corporate approvals;
• release of security interests;
• debt repayment;
• third-party contractual consents;
• restructuring of problematic assets or business lines;
• completion of regulatory remediation;
• replacement or retention of key management; and
• absence of specified material adverse events.

A foreign buyer should avoid becoming unconditionally obliged to close before the regulatory pathway is clear.

16. How can a buyer obtain exclusive deal?

Exclusivity can be established in a letter of intent, memorandum of understanding, term sheet or separate exclusivity agreement.

Common protections include:

• no-shop obligations;
• no-talk provisions;
• notification of competing approaches;
• matching rights;
• break fees, subject to enforceability analysis;
• confidentiality;
• restrictions on providing due-diligence information to competing bidders; and
• reimbursement of agreed transaction expenses.

Care should be taken to distinguish provisions intended to be legally binding from non-binding commercial terms.

17. How is the purchase price usually structured?

Cash remains the most common form of consideration.

Price mechanisms commonly include:

Locked box: the equity value is fixed by reference to an agreed historical balance sheet, supported by leakage protections.

Completion accounts: the final price is adjusted after closing by reference to agreed cash, debt and working-capital metrics.

Earn-outs: part of the consideration depends upon post-closing performance. These can bridge valuation gaps but require careful drafting regarding accounting principles, business conduct and control.

Deferred consideration or escrow: part of the purchase price is retained or deferred to secure warranty or indemnity claims.

The appropriate mechanism depends on the quality of the target’s accounts, volatility of working capital and allocation of economic risk between signing and closing.

18. What foreign exchange issues arise?

Foreign exchange structuring should be considered before the SPA is signed.

Depending upon the investment structure and status of the target, transaction payments may be required to pass through an appropriate investment capital account or other account prescribed by foreign exchange regulations.

The parties should confirm:

• transaction currency;
• payment account;
• identity of payer and recipient;
• timing;
• documentary requirements of the servicing bank; and
• repatriation mechanics.

Vietnamese commercial banks play an important gatekeeping role in reviewing foreign-investment payment documentation.

A perfectly drafted SPA is of little use if the agreed payment mechanism cannot lawfully be processed through the Vietnamese banking system.

19. How are capital transfers taxed?

Tax has become particularly important following Vietnam’s 2025 corporate income tax reforms.

For foreign corporate sellers, the regime changed materially.

Under Corporate Income Tax Law No. 67/2025/QH15, Decree No. 320/2025/ND-CP and subsequent guidance, foreign enterprises transferring direct or indirect interests in Vietnamese companies are generally subject, from 15 December 2025, to corporate income tax calculated at 2% of gross transfer proceeds for capital transfers, subject to applicable exceptions. Transfers of securities are generally subject to a 0.1% rate on gross transfer proceeds. (EY⁠)

This is a major transaction-planning point because the 2% tax applies to gross proceeds rather than net capital gain and can therefore arise even where the foreign seller realises little or no economic profit.

Individual sellers are subject to separate personal-income-tax rules depending upon the character of the interest transferred and the seller’s tax status.

Tax analysis should also consider:

• indirect transfers;
• double-tax treaties;
• withholding and declaration responsibilities;
• historical tax liabilities;
• transfer pricing;
• earn-outs and deferred consideration; and
• transaction restructuring.

 

20. What governing law should be used?

Parties have significant freedom to negotiate governing law, particularly in cross-border contractual arrangements.

However, Vietnamese mandatory law will continue to govern matters such as:

• legal ownership of shares or capital interests in Vietnamese entities;
• corporate registration;
• foreign investment approvals;
• land rights;
• licensing;
• employment;
• tax;
• competition; and
• other matters subject to mandatory Vietnamese regulation.

For many acquisitions, Vietnamese law governs the SPA. In larger cross-border transactions, parties may select foreign law for certain contractual arrangements while ensuring that implementation in Vietnam remains compliant with Vietnamese mandatory law.

21. What dispute-resolution mechanism is normally appropriate?

Foreign investors commonly consider:

• Vietnamese courts;
• the Vietnam International Arbitration Centre;
• Singapore International Arbitration Centre;
• International Chamber of Commerce arbitration; or
• another agreed international arbitration forum.

The choice should reflect the nature and value of the transaction, location of assets, identity of sellers, enforcement strategy and whether interim relief may be required.

International arbitration is frequently preferred for substantial cross-border acquisitions.

22. How are acquisitions of public companies regulated?

A Vietnamese public company generally includes a joint-stock company with at least VND 30 billion of contributed charter capital where at least 10% of voting shares are held by at least 100 non-major shareholders, or a company that has successfully completed a registered initial public offering. (THƯ VIỆN PHÁP LUẬT⁠)

Acquisitions involving public companies may trigger:

• public-tender-offer requirements;
• disclosure obligations;
• major-shareholder reporting;
• securities-depository requirements;
• stock-exchange procedures; and
• foreign-ownership limits.

A shareholder holding 5% or more of voting shares is generally regarded as a major shareholder under the Securities Law. (THƯ VIỆN PHÁP LUẬT⁠)

23. When is a mandatory tender offer required?

The Securities Law imposes mandatory tender-offer requirements when specified ownership thresholds are crossed.

These include transactions where an acquirer and related persons move from below 25% to 25% or more of the voting shares of a public company, as well as subsequent acquisitions that cross statutory ownership thresholds.

The tender-offer rules should be checked carefully against the current Securities Law and Decree No. 155/2020/ND-CP as amended by Decree No. 245/2025/ND-CP before building a stake in a public company.

Investors should not accumulate shares incrementally on the assumption that regulatory requirements arise only when majority control is obtained.

24. Are hostile takeovers common?

No.

Vietnam has no developed statutory hostile-takeover regime comparable with some mature public M&A markets.

Practical obstacles include:

• concentrated shareholdings;
• limited free float in many companies;
• foreign-ownership restrictions;
• limited access to non-public information;
• relationships among major shareholders;
• licensing considerations; and
• the importance of management and shareholder cooperation.

Accordingly, negotiated acquisitions remain considerably more common.

25. What rights do minority investors have?

Minority shareholders retain statutory shareholder rights and can negotiate substantial additional contractual protections.

Under the Enterprise Law, qualifying shareholders or shareholder groups may enjoy rights to inspect specified company records, request meetings in prescribed circumstances and request investigation of matters relating to company management.

For a foreign investor acquiring a significant minority position, contractual protections are often just as important as statutory rights.

These may include:

• board appointment rights;
• reserved matters/veto rights;
• information rights;
• business-plan approval;
• related-party transaction controls;
• pre-emption rights;
• anti-dilution protection;
• tag-along rights;
• drag-along arrangements;
• exit rights;
• deadlock mechanisms; and
• IPO or trade-sale provisions.

A 30% investment with properly negotiated governance rights can provide substantially greater protection than a larger economic stake without an effective shareholders’ agreement.

26. Can a buyer squeeze out remaining minority shareholders?

Vietnam does not provide a general squeeze-out mechanism under which an acquirer can automatically force all remaining shareholders of a public company to sell merely because a specified ownership percentage has been reached.

In certain tender-offer circumstances, an investor reaching the relevant statutory threshold may become obliged to offer to acquire remaining shares from shareholders who wish to sell.

Foreign buyers seeking 100% ownership should therefore analyse minority-shareholder exit mechanics before committing to the acquisition.

27. What are the most important practical lessons for a foreign investor acquiring a Vietnamese company?

The most successful Vietnam acquisitions usually follow five principles.

1. Structure before negotiating price

Determine market access, foreign-ownership limits, merger control, licensing, tax, land and payment mechanics before committing to the commercial structure.

2. Never underestimate due diligence

Historic regulatory defects in a Vietnamese target do not disappear when the company changes shareholders.

3. Treat licences and land as transaction-critical assets

They should be verified independently, not merely listed in a data room.

4. Design the SPA around Vietnamese regulatory reality

Conditions precedent, warranties, indemnities, escrow and purchase-price mechanisms should respond directly to identified Vietnamese risks.

5. Plan the post-closing integration before signing

Corporate registrations, licence amendments, bank mandates, management changes, employment integration, tax, accounting, data protection and compliance should be incorporated into the closing and post-closing roadmap.

Outlook: Why Vietnam remains one of Asia’s most compelling acquisition markets

Vietnam offers foreign investors a combination that remains difficult to replicate elsewhere: a large and increasingly sophisticated domestic market, integration into global manufacturing supply chains, an extensive network of free trade agreements, an expanding middle class, competitive industrial capability and substantial infrastructure investment.

The investment statistics underline that attraction. In the first eight months of 2026 alone, foreign capital contributions and share purchases exceeded USD 6.7 billion, while overall registered foreign investment exceeded USD 40.6 billion. (Ministry of Finance – FIA⁠)

At the same time, Vietnam is becoming a more sophisticated M&A jurisdiction. Investors must navigate a genuine regulatory matrix involving foreign ownership, competition, tax, land, licensing, securities and foreign exchange.

That complexity should not discourage investment. It changes the nature of successful investment.

For a well-prepared foreign investor, acquiring the right Vietnamese company can provide immediate market presence, operating infrastructure, licences, human capital, customers and a platform for regional growth that would otherwise take years to build organically.

The key is not simply to identify an attractive Vietnamese target.

The key is to acquire the right target, through the right structure, after the right due diligence—and to ensure that what the investor believes it is buying can legally and commercially be retained after closing.

***
For further information regarding investments, acquisitions, joint ventures, legal due diligence or M&A transactions in Vietnam, please contact Dr. Oliver Massmann at [email protected].