M&A registration before closing: foreign share acquisitions (R6)

When this route applies

• A foreign investor acquires or subscribes for shares / capital in a Vietnamese company AND at least one trigger in Investment Law 143/2025/QH15, Art. 21(3) applies:
• (1) the transaction INCREASES the ownership percentage of foreign investors in a company operating in a conditional market-access sector (Art. 21(3)(a)). Both limbs are needed. A conditional business line in the Target is not enough on its own: if foreign investor A sells its 30% to foreign investor B, total foreign ownership stays at 30% and this trigger is not met;
• (2) foreign ownership moves from 50% or less to more than 50%, or increases while already above 50%;
• (3) the target holds a land-use right certificate for land in an island, border or coastal commune, or another area affecting national defence and security.
• M&A registration is NOT an IRC. It is a prior confirmation that the foreign investor meets the conditions to become a member / shareholder. Acquiring shares in a Vietnamese company does not automatically mean that a new IRC is required.

Step-by-step roadmap

1. 1

   Legal due diligence

   Authority

   No filing: internal analysis

   Investor action

   As in R5

   Documents

   Data room

   Dependency

   None

   Output

   DD report

   Can next step start?

   Yes

2. 2

   Identify the approval trigger(s)

   Authority

   No filing: internal analysis

   Investor action

   Document which trigger applies and the market-access basis for the proposed ownership

   Documents

   Target ERC / IRC; land documents; cap table

   Dependency

   Step 1

   Output

   Trigger memo

   Can next step start?

   Yes

   Critical issue

   Sensitive-land trigger brings in defence / public-security consultation and more time.

3. 3

   Sign conditional SPA / SSA (if appropriate)

   Investor action

   Make M&A registration a condition precedent; set a long-stop date

   Documents

   Conditional SPA / SSA

   Dependency

   Step 2

   Output

   Signed conditional agreement

   Can next step start?

   Yes

   Critical issue

   Do not pay or transfer before approval.

4. 4

   Prior M&A registration / approval

   Authority

   Investment registration authority

   Investor action

   File; respond to queries

   Documents

   Registration form; legalised investor documents; agreement in principle on the transaction; target's ERC and, for the land trigger, land-use right certificates (confirm list with counsel)

   Dependency

   Step 3

   Output

   Written approval / notice of satisfaction of conditions

   Can next step start?

   No: closing waits for this

   Critical issue

   Refusal must be reasoned; plan for restructuring if refused.

5. 5

   Closing and payment

   Authority

   Licensed bank in Vietnam

   Investor action

   Pay through the correct account; seller's tax filing

   Documents

   Closing deliverables; approval notice for the bank

   Dependency

   Step 4

   Output

   Shares / capital transferred

   Can next step start?

   Yes

   Critical issue

   Banks normally ask for the approval notice before processing.

6. 6

   Shareholder / member update

   Authority

   Business Registration Office

   Investor action

   Register the change; update beneficial owner information

   Documents

   Approval notice; transfer documents

   Dependency

   Step 5

   Output

   Amended ERC / registration confirmation

   Can next step start?

   Yes

7. 7

   IRC / project / licence review

   Authority

   Investment registration authority; sector regulators

   Investor action

   Adjust existing IRC investor details if any; re-check sector licences and conditions that depend on ownership

   Documents

   Existing IRC; licences

   Dependency

   Step 6

   Output

   Licences aligned with new ownership

   Can next step start?

   Partly

   Critical issue

   Target may become subject to foreign-investor treatment for its own future investments (see R9).

8. 8

   Go-live under new ownership

   Investor action

   GO-LIVE CHECKLIST for new or changed activities

   Dependency

   All above

   Output

   READY

Required approvals

Parallel transaction approvals

Separate regimes: none replaces another.

Public / listed company track

Track B: only if the Target is a public or listed company.

• Foreign ownership room: check the cap that applies to the Target (sector cap, charter cap, or the default for public companies) and the room left (confirm with counsel).
• Securities trading code and account: the foreign investor obtains a trading code and opens custody and trading accounts before buying listed or registered shares (confirm with counsel).
• Payment and custody: purchase funds move through the investor's indirect investment account; shares settle through the depository.
• Tender offer: a mandatory public tender offer applies when ownership thresholds are reached or crossed (confirm thresholds and exemptions with counsel).
• Disclosure: major-shareholder, insider and related-person reporting by the buyer and the Target (confirm deadlines with counsel).
• Economic concentration: assess in parallel.
• Investment Law M&A test: run the Art. 21(3) test in the same way as for a private Target. Being listed does not remove it, and passing it does not replace the securities-law steps.

Document checklist

Typical: the authority may ask for more.

• M&A registration form
• Legalised investor documents
• Agreement in principle / conditional SPA or SSA
• Target's ERC, IRC (if any) and list of business lines
• Land-use right certificates of the target (sensitive-land trigger)
• Closing, tax and bank documents as in R5

Critical risks

• Closing before approval (transaction may not be registrable).
• Authority challenges a business line of the target; carve-out needed.
• Staged acquisitions: each step that increases ownership above 50% may need its own registration.
• Timetable slippage where security consultation is required.

When the investor may legally start operations

The investor may start a given business activity only when ALL of the following are in place for that activity: (1) the investment procedure is complete (IRC / approval, where required); (2) the company or other vehicle legally exists (ERC or equivalent); (3) capital has been contributed through the correct account and on schedule; (4) the premises may lawfully be used for the activity; (5) construction, environmental and fire-safety steps that apply are complete; (6) every sector-specific licence for that activity has been issued; and (7) tax, invoicing and employment registrations are done. Use the GO-LIVE CHECKLIST to confirm.

Common mistakes

• Confusing M&A registration with an IRC.
• Forgetting subsidiaries' business lines.
• No long-stop date or restructuring fallback in the SPA.

Terms used on this page

• IRC
• ERC
• M&A Registration
• Investment registration authority
• Business Registration Office
• Conditional business line
• Indirect investment account
• Beneficial owner
• Land-use right certificate
• Business Licence (trading)
• Economic concentration
• Tender offer