Acquiring a Vietnamese company: the legal sequence and what changed in 2026.

1. Acquiring a Vietnamese company requires several sets of rules to be assessed together

Foreign investors often buy an operating company rather than set up a new one, because the target already has licences, customers, staff and a track record. In return, the buyer takes on every obligation the target has already incurred, including those not identified at the time of the deal.

The rules on investment, foreign exchange, competition and tax changed in 2025 and 2026. Three changes directly affect deal pricing and structure: the new investment capital account rules, the temporary increase in merger control notification thresholds, and how capital transfer tax is calculated when the seller is a foreign organisation.

2. The form of the deal determines the risks the buyer takes on

An asset purchase does not automatically remove obligations to employees. When ownership or use of an enterprise's assets is transferred, the new employer must continue to employ the existing workforce and prepare a labour utilisation plan. The plan must be published within 15 days of its adoption. Choosing an asset deal therefore does not, by itself, end the obligations relating to employees.

3. Not every capital contribution or share purchase needs prior registration

3.1. Three cases in which registration is mandatory

A foreign investor must register the transaction before the change of members or shareholders if it falls into one of three cases:

1. the transaction increases foreign ownership in a company operating in business lines with conditional market access;
2. the transaction gives foreign investors more than 50% of the charter capital, including moving from 50% or less to over 50%, or increasing a holding already above 50%;
3. the target holds land use rights on an island, in a border commune, ward or special zone, in a coastal commune or ward, or in another area affecting national defence and security.

In all other cases, the foreign investor only needs to register the change of enterprise registration details under enterprise law.

3.2. The deal must meet investment, security and land conditions together

To carry out the deal, the investor and the other parties must meet three groups of conditions at the same time. The investor must meet the market access conditions that apply to foreign investors; the transaction must meet national defence and security requirements; and the parties must comply with the conditions for receiving and using land in sensitive areas.

3.3. Investing through an intermediate entity does not change the procedural obligation

An economic organisation more than 50% owned by foreign investors, or by an organisation in that category, must meet the conditions and follow the procedures for foreign investors when it invests in or buys shares of another organisation.

So a Vietnamese company more than 50% foreign-owned is still treated as a foreign investor when it acquires another company. Adding a Vietnamese intermediate company to the ownership chain does not avoid the approval procedure.

3.4. The Department of Finance decides within 10 working days

The application includes: the registration form for the capital contribution or share purchase, giving details of the target, its business lines and ownership, the ownership percentages before and after the deal and the deal value; legal status documents for the investor and the target; the parties' agreement in principle; and a copy of the land use right certificate in the third case.

The authority decides within 10 working days of receiving a complete, valid application. If sensitive land is involved, it requests opinions within 2 working days and the consulted authorities reply within 5 working days.

The competent authority has changed. The Department of Planning and Investment no longer exists after the administrative restructuring. The investment registration authority is now the Department of Finance of the province where the target has its head office, or the industrial park, export processing zone, hi-tech park or economic zone management board for projects in a zone. Update templates and contract terms that still name the old authority.

4. The deal follows a mandatory sequence

1. Legal due diligence on the target.
2. Sign an agreement in principle or a transfer contract with conditions precedent. Do this before filing, because the registration application must include the agreement.
3. Merger control notification if the deal exceeds a threshold, completed before closing.
4. Register the capital contribution or share purchase with the investment registration authority.
5. Pay through the correct type of capital account.
6. Register the change of enterprise details within 10 days of the change.
7. Update the beneficial owner information.
8. Declare capital transfer tax within 10 days of the transfer of ownership.
9. Amend the Investment Registration Certificate if the target has one.

5. Payment must go through the right type of account

The account rules are the most recent change and the easiest to overlook. Circular No. 38/2026/TT-NHNN replaces Circular No. 06/2019/TT-NHNN from 18 August 2026, with three notable differences:

The following must open an investment capital account: enterprises more than 50% foreign-owned; foreign investors under a business cooperation contract; foreign investors carrying out a PPP project directly; and foreign investors under a petroleum contract.

Which account to use in an acquisition:

• If foreign investors already hold over 50% of the target, pay through the target's investment capital account.
• If the deal takes foreign ownership above 50%, the target must open an investment capital account.
• If the buyer takes a minority stake and foreign ownership stays at 50% or less, pay through an indirect investment capital account.

Currency. A capital transfer between a non-resident and a resident must be priced and paid in Vietnamese dong. A transfer between two non-residents may be in foreign currency.

Circular No. 38/2026 adds a helpful point: an enterprise may open an investment capital account before its Investment Registration Certificate is issued, consistent with the "establish first, certificate later" route. Until the certificate is issued, the account may only receive capital contributions and interest, pay investment preparation costs, and refund capital if the certificate is refused.

6. The deal may require an economic concentration notification

6.1. The notification thresholds have been raised temporarily

Resolution No. 66.18/2026/NQ-CP temporarily raises the merger control notification thresholds:

Notification is required if the deal exceeds any one threshold.

Two limitations. First, Resolution No. 66.18/2026/NQ-CP applies from 1 July 2026 until 28 February 2027. It is a temporary measure in a package of procedural cuts, not a permanent amendment to Decree No. 35/2020/ND-CP. A deal signed in 2026 but closing after that date should be tested against the old thresholds. Second, the higher thresholds do not apply to credit institutions, insurers and securities companies, which have their own thresholds.

6.2. The National Competition Commission reviews in two stages

The National Competition Commission receives the notification, which includes: the notification form; the draft concentration agreement; the parties' legal documents; financial statements for the last 2 years; lists of parent companies and subsidiaries; lists of goods and services; market shares for the last 2 years; a plan to address any potential restriction of competition; and an assessment of the positive effects.

Preliminary review takes 30 days from receipt of a complete, valid notification. If the authority does not respond by then, the deal may proceed. Formal review takes 90 days, extendable by up to 60 days.

6.3. Failure to notify is fined at fixed amounts

Decree No. 102/2026/ND-CP, in force from 20 May 2026, completely changes the fine for failing to notify. Previously, the fine was 1% to 5% of total turnover in the relevant market, with no cap. Now fixed amounts apply: VND 500 million to 1 billion if total assets or turnover are below VND 3,000 billion, and VND 1 to 2 billion if they are VND 3,000 billion or more, in each case capped at 5% of turnover in the relevant market.

The fine is lower and capped, but the real risk lies in the remedies: splitting up the merged enterprise, reselling the shares, capital or assets acquired, and state control of purchase prices, sale prices and terms. These remedies have no monetary limit.

7. The transferor's tax obligations depend on who the seller is

7.1. The seller is a foreign organisation

This change has the biggest impact on price negotiations. Under the Law on Corporate Income Tax No. 67/2025/QH15 and Decree No. 320/2025/ND-CP, a foreign organisation's income from capital transfers is taxed at 2% of the transfer price, instead of 20% of the gain.

As a result, the seller pays tax even if it sells at a loss. The rules also cover indirect transfers, where a transfer at a higher tier changes ownership of the Vietnamese company.

There is an exemption for internal group restructurings that do not change the ultimate parent and do not generate income. However, Vietnamese law does not yet define "restructuring" or "parent company consolidation", so the taxpayer bears the interpretation risk and should address it in a clear tax plan in advance.

Tax must be declared within 10 days of the transfer of ownership, whether or not the buyer has paid. If the final price is not yet fixed when ownership transfers, the seller files a supplementary declaration later.

7.2. The seller is a Vietnamese enterprise

Taxable income is the transfer price less the purchase price of the capital and the transfer costs. It is added to the tax period's taxable income and taxed at the standard 20% rate.

7.3. The seller is an individual

The target's company type directly affects the price. The gap between 0.1% of the price for shares and 20% of the gain for capital contributions is very wide. If the target is a limited liability company and the seller is an individual, the seller's tax is much higher, and in practice part of it often shows up in the price.

8. The buyer needs to update beneficial ownership information

The duty to declare beneficial owners changes how deal ownership structures are designed. A beneficial owner is an individual who directly or indirectly owns 25% or more of the charter capital or voting shares, or who can decide certain key governance matters.

Decree No. 296/2026/ND-CP widens the scope: an enterprise may have several beneficial owners; holdings of family members or parties acting under an agreement are aggregated; all general partners of a partnership are beneficial owners; and if no one qualifies under these criteria, the person with the highest management authority is the beneficial owner.

In practice, ownership chains through several intermediate companies or nominees will come to light when the enterprise makes this declaration. The buyer should therefore trace the chain to the ultimate individual before closing, not after.

9. Points to be addressed in the contract

• Who bears the tax. With a foreign corporate seller taxed at 2% of the price, the parties should state clearly who bears the tax and whether it can be set off, because the tax is due even if there is no gain.
• Conditions precedent. Make the capital contribution or share purchase approval, merger control notification, payment of any unpaid capital, and payment of social insurance arrears conditions precedent, not post-closing obligations.
• Survival of tax warranties. Tax can be recovered for much longer than a typical escrow period, so tax warranties need a separate, longer survival period than the general one.
• Flow of funds. Escrow and payment must go through the correct type of capital account; otherwise the enterprise may run into problems when remitting profits or exiting later.

10. The deal structure should be settled at the outset

The wave of reform between 2025 and 2026 has relaxed market entry procedures while at the same time strengthening requirements for transparency and post-licensing inspection. The procedure for approval of capital contribution and the purchase of shares is in substance unchanged, but the competent authority, the payment accounts, the economic concentration notification thresholds and the method of calculating capital transfer tax are all different from before. Three matters need to be rechecked in every transaction document currently in circulation: the name of the investment registration authority, the basis relating to the investment capital account, and the assumptions made about the seller's tax obligations.