When this route applies
- A foreign investor buys existing shares / capital contribution, or subscribes for new shares / capital, in a Vietnamese company.
- NONE of the prior-registration triggers in Investment Law 143/2025/QH15, Art. 21(3) applies (see R6). In particular, a Target in a conditional market-access sector stays on R5 if the transaction does NOT increase the total foreign ownership percentage: for example a sale from one foreign investor to another.
- Foreign ownership does not move above 50% and does not increase while already above 50%, and the Target holds no land in island, border, coastal or other national-security-sensitive areas.
- Acquiring shares in a Vietnamese company does not automatically mean that a new IRC is required.
Step-by-step roadmap
Legal due diligence
- Authority
- No filing: internal analysis
- Investor action
- Review the target: corporate, licences, IRCs held, land, contracts, employment, tax, disputes, data
- Documents
- Data room
- Dependency
- None
- Output
- DD report; list of conditions precedent
- Can next step start?
- Yes
- Critical issue
- Check the target's actual business lines and licences, not just its name.
Market-access and trigger review
- Authority
- No filing: internal analysis
- Investor action
- Test every business line of the target (and subsidiaries) against market-access rules; test the four prior-registration triggers
- Documents
- Target ERC / IRC; land documents; cap table
- Dependency
- Step 1
- Output
- Written conclusion: R5 or R6
- Can next step start?
- Yes
- Critical issue
- A conditional business line moves the deal to R6 only if total foreign ownership also increases. Record both figures (Questionnaire Q12, Q13).
Sign SPA / SSA
- Investor action
- Negotiate and sign
- Documents
- SPA (share purchase) or SSA (share subscription); disclosure; ancillary documents
- Dependency
- Steps 1-2
- Output
- Signed agreement
- Can next step start?
- Yes
- Critical issue
- Include a fallback if the authority later says registration is needed.
FX / payment route
- Authority
- Licensed bank in Vietnam (State Bank of Vietnam rules)
- Investor action
- Identify the correct account for payment: target's DICA or investor's indirect investment account: depends on the target's status
- Documents
- Bank KYC; transaction documents
- Dependency
- Step 3
- Output
- Payment route confirmed by the bank
- Can next step start?
- Yes
- Critical issue
- Wrong payment route can block later profit remittance. See FX & CAPITAL.
Closing and payment
- Investor action
- Satisfy conditions; pay through the confirmed route; seller's tax filing
- Documents
- Closing deliverables; tax declaration for the transfer
- Dependency
- Step 4
- Output
- Shares / capital transferred
- Can next step start?
- Yes
- Critical issue
- Transfer tax filing applies even where there is no gain (confirm with counsel).
Shareholder / member update
- Authority
- Business Registration Office
- Investor action
- Register the change of members / founding or foreign shareholders; update register; update beneficial owner information
- Documents
- Application; transfer documents; legalised investor documents
- Dependency
- Step 5
- Output
- Amended ERC / registration confirmation
- Can next step start?
- Yes
- Critical issue
- For joint-stock companies, confirm which shareholder changes must be notified with counsel.
Review of existing IRC(s) and licences
- Authority
- Investment registration authority; sector regulators
- Investor action
- If the target holds an IRC, check whether investor details need adjusting; update sector licences that name the owner
- Documents
- Existing IRC; licences
- Dependency
- Step 6
- Output
- IRC / licences aligned
- Can next step start?
- Partly
- Critical issue
- No new IRC is needed merely because a foreigner became a shareholder.
Go-live under new ownership
- Investor action
- Complete the GO-LIVE CHECKLIST for any NEW activity
- Dependency
- All above
- Output
- READY
- Critical issue
- New business lines added after closing need their own market-access check.
Required approvals
| Approval / registration | Position on this route | Authority |
|---|---|---|
| M&A registration | Not required on this route: confirm in writing | Confirm with counsel |
| New IRC | Not automatically required | Confirm with counsel |
| Corporate change registration | Required | Business Registration Office |
| Merger control | Potentially required if thresholds are met (confirm with counsel). | Competition authority |
| Sector regulator consent | Potentially required (e.g. finance, insurance, securities). Case-specific legal review required. | Sector regulator |
Parallel transaction approvals
Separate regimes: none replaces another.
| Approval layer | When it applies | Authority | Relationship to M&A registration |
|---|---|---|---|
| Investment Law M&A registration | One of the Art. 21(3) triggers is met (see section A) | Investment registration authority | This route. R5 = not required; R6 = required before closing |
| Competition: economic concentration notification | Parties meet a notification threshold (confirm thresholds with counsel) | National Competition Commission | Independent of M&A registration. A deal on R5 may still need it. Closing waits for clearance |
| Public-company / securities approval or disclosure | Target is a public or listed company | State Securities Commission; stock exchange; depository | See the public / listed company track below |
| Banking / insurance / securities sector approval | Target is a credit institution, insurer, securities or fund-management company | State Bank of Vietnam; Ministry of Finance; State Securities Commission | Sector law sets its own ownership caps and prior approvals (confirm with counsel). |
| State-capital rules | The seller is the State or a State-owned enterprise | Owner's representative agency | Valuation, auction and approval rules apply to the sale itself (confirm with counsel). |
| Land / project approval | The deal changes the investor of a project, or the Target holds sensitive land | Investment registration authority; land authority | Check existing IRCs and Investment Policy Approvals of the Target; see R7 for asset deals |
| Other regulated-sector approval | Target holds licences that name or depend on its owners (telecom, aviation, education, healthcare, media and others) | Sector regulator | Case-specific legal review required. |
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.
- Legalised investor documents
- SPA / SSA and closing documents
- Target's internal approvals (resolutions, waivers of pre-emption rights)
- Tax declaration and payment evidence for the transfer
- Bank documents for the payment route
- Updated register of members / shareholders; beneficial owner information
Critical risks
- Trigger analysis done on the target's main business only, missing a restricted secondary line.
- Payment outside the correct account.
- Public or sector-regulated targets with their own foreign-ownership limits.
- Merger-control filing missed.
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
- Assuming every foreign acquisition needs a new IRC.
- Assuming no filing at all is needed: corporate registration and tax filings still apply.
- Closing before confirming the bank will process the payment.
Statutory time limits are not shown on this page. Confirm the current period and its legal basis with counsel: practical timing is usually longer than the statutory period. Legal status reviewed as of 18 September 2026.