Investing in a Vietnamese startup as a foreign VC or angel: the legal route

Will the round need M&A registration?

Apply the three Article 21(3) tests to the round as a whole. Count all foreign investors in the startup together, before and after the round. Three situations come up often in venture deals:

• The startup's activity is in a conditional market-access sector and foreign ownership goes up in the round. Registration is required before closing.
• Successive foreign rounds take total foreign ownership above 50%. The round that crosses 50%, and every later round that increases it, needs registration.
• A secondary sale between two foreign investors at the same total foreign percentage does not increase foreign ownership, so the conditional-sector test is not met.

See when M&A registration applies for worked examples, or run your round through the Route Finder.

Why crossing 50% matters beyond the round

Once foreign investors hold more than 50%, the startup itself may be treated as a foreign investor when it invests further in Vietnam, for example when it sets up a subsidiary or buys into another company. Lawyer verification is required: the threshold and how it is tested through the ownership chain should be confirmed under the 2025 Investment Law. See route R9.

Separately, the foreign-exchange rules decide which account receives investment money. That test is not identical to the investment-law test, so confirm the account with counsel and the bank. See capital and FX.

Practical checklist for the investor

• Due diligence on every business line and licence of the startup, including secondary lines.
• If registration is needed, make it a condition precedent in the share subscription or purchase agreement and set a long-stop date.
• Confirm the payment route with the bank before signing, and pay only through the confirmed account.
• After closing, the startup registers the new members or shareholders with the Business Registration Office and updates beneficial owner information.
• Check whether economic concentration, securities-law or sector-regulator approvals also apply.

This guide covers purchases of and subscriptions for shares or capital. For convertible notes or SAFE-style instruments, ask counsel how these tests apply at signing and at conversion.

For founders on the other side of the table

If you are a Vietnamese founder preparing to raise from foreign investors, fundraising.vn has free tools for cap tables, SAFE modelling, financial models and pitch deck feedback (in Vietnamese).