For foreign investors buying into or contributing capital to a Vietnamese company, Duong Tri Law reviews whether the transaction requires pre-registration, checks market-access and ownership conditions, prepares the investment filing where required, coordinates company-registration changes and identifies the legal work needed for closing.
Confirm the parties, proposed ownership before and after completion, target activities and the deal timetable. Screen the applicable approvals and ownership-change records before committing to payment or completion dates.
The M&A service overview covers transaction planning and documents. Legal due diligence examines the target’s legal position. This service focuses on the agreed capital/share acquisition registration and related corporate updates; it does not replace those reviews.
Screen the transaction before closing
This service supports foreign investors acquiring an interest in a Vietnamese company and target companies preparing to receive that investment. The investment-law registration is often called M&A approval. It is distinct from competition clearance and from the corporate steps that complete a transfer.
Article 21(3) of Investment Law 143/2025/QH15 requires prior registration before the relevant member/shareholder changes where a statutory trigger applies:
The acquisition or contribution increases foreign ownership in an entity carrying on a business subject to conditional market access for foreign investors. A minority investment can therefore require registration.
The relevant foreign-investor ownership moves from 50% or below to more than 50%, or increases when already above 50%. We check the investor and the entities within Article 20(1)(a), (b) and (c), including the ownership chain.
The target has a land-use-right certificate in an island, border, coastal or other area within the statutory defence/security scope. The land documents, actual location and exceptions under Decree 96/2026/NĐ-CP must be checked.
If no mandatory trigger applies, the relevant enterprise-registration and closing steps may proceed without mandatory investment registration. Market-access conditions, transfer restrictions, foreign exchange, tax, competition and sector requirements still apply. A share or capital acquisition does not itself require a new IRC, but the target’s existing project records may need amendment.
Choose the right structure
The investor contributes additional charter capital or subscribes for newly issued shares. The funds go into the company and may change charter capital, ownership percentages and governance rights.
The investor acquires existing shares in a joint-stock company. The purchase price, conditions precedent, tax responsibilities and rights attached to the shares should be documented clearly.
The investor acquires part or all of a member’s capital contribution. Transfer restrictions, internal approvals and the member-change procedure should be reviewed before closing.
The agreement should address conditions precedent, the completion date, payment account, tax responsibilities, seller commitments and the position if approval is refused. The appropriate structure depends on whether money goes into the company or to an existing owner. Contract drafting and review is scoped to the transaction.
Service scope
Review the target company, activities, ownership before and after the deal, transaction value, projects, licences and land position to identify the required route.
Check foreign ownership limits, partner requirements, permitted scope of activity and sector-specific conditions before payment or governance changes are committed.
Review corporate registration, investment projects, licences, reporting status and other legal information relevant to the agreed scope of due diligence.
Where required, prepare the registration, supporting agreement and explanations, and represent the filing within the agreed engagement.
Coordinate member, owner, shareholder and charter-capital changes after the approval step or where pre-registration is not required.
Map payment sequencing, capital-account questions, internal records, tax, IRC changes and sector licences that may need to be addressed after the investment step.
Separate work: comprehensive due diligence, SPA/SHA negotiation, competition or sector approval, tax advice or filings, banking implementation, IRC amendment and operating-licence changes are included only if expressly agreed. Transaction information is handled within the necessary engagement scope; any reference matter shared with a prospective client is anonymised.
From structure to closing
| Stage | Key work | Output |
|---|---|---|
| 1. Map the transaction | Investor, target, activities, ownership, deal value, licences, projects and land position. | Initial route and issues list. |
| 2. Determine pre-registration | Test the statutory triggers, market-access conditions and relevant sector approvals. | Confirmation of whether the M&A registration step is required. |
| 3. Prepare filing and transaction documents | Prepare the required registration documents and coordinate the agreement/conditions precedent within scope. | Filing package and closing conditions. |
| 4. Obtain result and complete company changes | Follow the investment filing where required, then complete member/shareholder/capital changes. | Government result and updated corporate registration/records as applicable. |
| 5. Closing and post-deal compliance | Coordinate payment, internal records, tax and project/licence updates. | Post-closing action list. |
Distinguish the authority period from the deal timetable
For a straightforward matter with ready documents, our indicative overall timetable is 15–20 working days. This is a service estimate and must be checked against the transaction’s conditions and the receiving authority’s procedure. Negotiation, due diligence, document formalities, bank review or other approvals can materially change the completion date.
| Stage | Reference period | Conditions |
|---|---|---|
| Route and structure review | About 1–3 working days | Once investor, target, ownership, sector and land information is available. |
| Document preparation and signing | About 2–4 working days | Depends on usable documents, agreed transaction terms and signing authority; foreign-document preparation may add time. |
| Investment registration authority | 10 working days from a valid dossier | Article 76 of Decree 96/2026/NĐ-CP. The defence/security consultation route has its own steps within the prescribed procedure; it is not a blanket extra 2 + 5 + 10 days. Actual completion still depends on a valid dossier and applicable review. |
| Follow-on enterprise changes | Indicatively 3–5 working days | A service-planning estimate after the relevant approval and completion conditions are satisfied; the legal filing requirements depend on the change and company type. |
| Cost item | How it is determined |
|---|---|
| Professional fee | Quoted after route and scope review. Factors include target type, number and nationality of investors, ownership chain, sector, land position, document readiness and the corporate/closing work requested. |
| State fee for the investment registration step | VND 0 under the published ordinary procedure. This does not remove fees or charges for separate enterprise or sector procedures. |
| Document and third-party costs | Apostille/legalisation where applicable, translation, certification, courier, notarisation, valuation and bank charges are identified separately as relevant. VAT is addressed in the quotation. |
| Taxes and additional legal work | Transfer taxes, comprehensive due diligence, SPA/SHA negotiation, competition/sector approval and IRC or licence amendments are separate unless expressly included. |
An official provincial procedure listing records the 10-working-day period and no fee for procedure 1.009729. We confirm the current local filing arrangements for the target’s registered office.
Separate statutory filing components from deal review
For the first discussion, send the investor’s country and legal form, target’s business activities, ownership before and after the deal, subscription or transfer structure, approximate value and proposed payment date. Identify any IRC, sector licence or land-use rights held by the target.
Under Article 76(3) of Decree 96/2026/NĐ-CP, the target economic organisation submits one dossier to the investment registration authority where its head office is located. We prepare and represent the filing within the agreed engagement, with the parties supplying and signing the relevant documents.
The charter, cap table and registers, internal resolutions, transfer restrictions, existing IRC and licences, final SPA/SHA, payment records, tax material and corporate-change documents may be needed for the engagement. They are not automatically all mandatory components of the investment registration dossier. Financial-capacity or sector evidence is requested where the specific review requires it.
Coordinate conditions precedent and completion
The authority’s notice that the investment conditions are met is one milestone. It does not by itself complete the transaction or replace the parties’ contractual conditions. The completion plan should cover:
Questions before committing to the deal
Yes. The conditional-market-access or specified land-use trigger can apply independently of crossing 50%. Conversely, a minority holding in a non-conditional business does not by itself settle all legal conditions. We review the sector, actual ownership chain, target land documents and other approvals.
This page addresses capital-contribution/share-acquisition registration under investment law. Competition-law notification or clearance is a separate assessment, as are securities and sector approvals. A transaction may need more than one review.
An agreement in principle is part of the statutory dossier. Parties can document conditions precedent, but the binding terms, timing of payment and member/shareholder changes must respect mandatory investment, corporate and foreign-exchange requirements. Signing is not the same as completing the transfer.
Article 76(3) provides for the target economic organisation to submit the dossier to the investment registration authority at its head office location. The investor and seller supply and sign the relevant documents; Duong Tri Law can prepare and represent the filing within the engagement.
Article 76 of Decree 96/2026/NĐ-CP uses 10 working days from a valid dossier. This is separate from document preparation, negotiation, banking arrangements and the overall transaction timetable. It is not a promised closing date.
The share/capital acquisition itself is outside mandatory new IRC issuance. If the target has an existing investment project, the proposed changes must be checked against its IRC and other approvals to determine whether an amendment is needed.
No universal account instruction is appropriate. The correct route depends on the investment, target, parties and applicable foreign-exchange rules. Confirm the route with legal advisers and the servicing bank before transferring subscription or purchase funds.
The quotation identifies the route review, application and filing representation, corporate changes and any other agreed work. Taxes, bank charges, foreign-document formalities, comprehensive due diligence, transaction negotiation and specialist approvals are identified separately where relevant. No standard all-inclusive fee is assumed.
We check the certificate, land location, target projects and the applicable statutory scope and exceptions. The authority consultation route may apply. A place name alone, or an address in a zone, is not enough to determine the filing obligation.
No. The parties must satisfy completion conditions, coordinate payment, complete the relevant corporate changes, update internal records and address taxes, project or licence changes where applicable. The scope for each task is agreed before implementation.
Legal framework
For enterprise changes, Decree 168/2025/NĐ-CP must be read with its amendments, including Decree 296/2026/NĐ-CP. Foreign-exchange, tax, competition, securities, land and sector-specific rules may also apply. The route is checked against the target, transaction and filing date.
Start with the ownership before and after the deal
Send the target company’s activities, current foreign ownership, proposed ownership after closing, transaction form and any known project or land information. Duong Tri Law can use those facts to identify whether pre-registration is required and what should be coordinated before payment and closing.
WeChat ID: wxid_r396cxepet5322 · Open WeChat QR and instructions
Email: contact@luatduongtri.vn