How Vietnam's Investment Law 2026 and 2025–26 Regulatory Changes Affect M&A, Practical Guide for Cross‑border Buyers

Last updated: 30 April 2026

Vietnam’s Investment Law No. 143/2025/QH15, which took effect on 1 March 2026, has reshaped the regulatory landscape for cross‑border acquisitions, introducing new project classifications, revised foreign‑investor approval pathways, and updated conditions for conditional business activities. For private‑equity funds, strategic acquirers, and real‑estate developers targeting Vietnamese assets, understanding the practical implications of Vietnam M&A Investment Law 2026 is no longer optional, it is a prerequisite to structuring, pricing, and closing any inbound deal. The implementing Decree No. 96/2026/ND‑CP, published shortly after the law’s commencement, adds further procedural detail that directly affects deal timelines and due‑diligence scope. This guide translates those legislative changes into step‑by‑step, deal‑stage actions that in‑house counsel and transaction teams can apply immediately.

Executive Summary: What Cross‑Border Buyers Must Know at a Glance

Before committing resources to a Vietnamese acquisition in 2026, deal teams should confirm the following threshold questions. Each “yes” answer triggers specific approval, filing, or due‑diligence obligations under the new framework.

• Project classification shift. The Investment Law 2026 Vietnam framework re‑categorises investment projects into revised tiers. Confirm whether the target’s project has been reclassified, reclassification may require a new or amended Investment Registration Certificate (IRC).
• Foreign investor approval. Acquisitions by foreign investors of shares in a company that holds an investment project or operates in a conditional business line now follow updated approval pathways. Check whether the transaction triggers the foreign investment restrictions Vietnam provisions before signing.
• IRC amendment or issuance. Any change in project ownership structure, scope, or capital contribution schedule may require an IRC amendment under the new law and Decree 96/2026/ND‑CP.
• Merger control filing. Vietnam’s competition‑law thresholds apply independently. Verify whether the combined entity’s revenue, assets, or market share triggers a mandatory pre‑closing notification to the National Competition Commission (NCC).
• Land‑use due diligence. Foreigners do not hold freehold land ownership in Vietnam. Buyers must verify the target’s land‑use rights, lease terms, zoning compliance, and remaining tenure before closing.
• Transitional provisions. Deals signed but not completed before 1 March 2026 may be subject to transitional rules, confirm which regime applies.
• Post‑closing filings. New reporting obligations apply after closing, including updated project registration filings with the Department of Planning and Investment (DPI).

Timeline and Key Legislative Milestones

The table below tracks the primary instruments that shape Vietnam regulatory approvals M&A in 2025–26. Deal teams should map their transaction timeline against these dates to identify which regime governs each phase.

What Changed: Key Provisions of Vietnam M&A Investment Law 2026 That Affect Transactions

Investment Law 2026 Vietnam introduces changes across three pillars that directly alter how cross‑border acquisitions are structured, approved, and executed.

Project Classification and Scope Changes

Under the 2020 law, investment projects were classified primarily by capital thresholds and sector. The 2026 law introduces a refined classification matrix that considers the nature of the project asset (including land‑use allocation), the investor’s nationality, and whether the project is in a sector subject to conditional market access. For real estate M&A Vietnam transactions, this means a target company’s project may now fall into a different tier, potentially requiring reclassification and a fresh or amended IRC. Deal teams should obtain a current project‑classification assessment from the relevant DPI before structuring any offer.

Foreign Investor Definitions and Thresholds

The law clarifies and, in some sectors, tightens the definition of “foreign investor” and “foreign‑invested economic organisation.” Where the 2020 law applied a relatively binary test, the 2026 framework introduces graduated thresholds that determine the level of regulatory scrutiny. Acquisitions that result in a foreign investor holding a controlling stake in a company operating in a conditional business line now face enhanced disclosure and pre‑approval requirements. Early indications suggest regulators are interpreting these provisions broadly, particularly for transactions involving real‑estate or infrastructure assets.

Conditional Business Activities List Adjustments

The list of conditional business activities has been updated. Certain sectors have been added, while others have had conditions removed or modified. For M&A due diligence Vietnam 2026, this means counsel must re‑check whether the target’s business activities remain conditional under the new law. A business that was freely accessible to foreign investors under the old framework may now require additional licences or approvals, and vice versa. Relying on a pre‑2026 legal assessment is a significant deal risk.

New Approval Pathways for Foreign Acquirers Under Investment Law 2026

The approval mechanics for foreign investment restrictions Vietnam have been reorganised. The practical steps differ depending on whether the buyer is acquiring shares in an existing Vietnamese company, purchasing a project company outright, or taking over an investment project.

Share Acquisition of Vietnamese Companies, Stepwise Clearance and Registration

When a foreign investor acquires shares in a Vietnamese company that holds an investment project or operates in a conditional business line, the following steps generally apply under the 2026 framework:

1. Pre‑screening. Confirm whether the target operates in a sector subject to foreign ownership caps or conditional market access. Cross‑reference the updated conditional business activities list and any applicable international treaty commitments (WTO, CPTPP, EVFTA).
2. Approval application. If the acquisition triggers foreign‑investor approval requirements, for instance, because it results in a foreign investor holding a majority stake in a company with a conditional business, or because the target holds a significant investment project, submit an application to the relevant licensing authority (typically the DPI or, for large‑scale projects, the MPI).
3. IRC amendment. Where the acquisition changes the ownership structure of the investment project, an IRC amendment application must be filed. Decree 96/2026/ND‑CP prescribes the required documentation and processing timeline.
4. Enterprise registration update. After obtaining clearance and any IRC amendment, update the target’s enterprise registration certificate to reflect the new shareholder structure.

Industry observers expect processing times of 15 to 35 business days for standard share acquisitions, though complex deals involving land or infrastructure assets may take longer.

Acquisition of a Project Company or Investment Project, Special Approvals

Acquiring a project company, a special‑purpose vehicle that holds a single investment project, or purchasing an investment project directly (as an asset) involves heightened scrutiny. Under the 2026 law, the buyer must demonstrate compliance with the project’s original investment commitments, including capital contribution schedules, construction timelines, and land‑use obligations. The competent authority will assess whether the new investor meets the financial and technical capacity requirements originally imposed on the project. If the project has been reclassified under the new framework, the buyer may need to satisfy the requirements of the new classification tier, which can include additional environmental or infrastructure obligations.

When an Investment Registration Certificate (IRC) Amendment Is Required

An IRC amendment is required whenever there is a change in the project investor, a change in project objectives or scope, an adjustment to the total investment capital, or a modification to the project implementation schedule. Under Decree 96/2026/ND‑CP, the IRC amendment application must include updated financial statements, a revised implementation plan, and evidence of the buyer’s legal capacity. Failing to obtain an IRC amendment before closing a transaction that requires one is a ground for administrative penalties and, in severe cases, project revocation.

Real‑Estate and Land‑Use Due Diligence After Investment Law 2026

Real estate M&A Vietnam transactions carry unique risks because of Vietnam’s constitutional framework for land ownership. The 2026 changes amplify, rather than simplify, the due‑diligence burden for cross‑border buyers acquiring targets with significant land holdings or development projects.

Land‑Use Rights Versus Ownership, What Foreign Buyers Must Check

Under Vietnamese law, all land belongs to the people and is managed by the state. What investors acquire is not freehold title but land‑use rights (LURs), which are time‑limited and subject to conditions. Foreign‑invested enterprises typically hold LURs through lease arrangements with the state or through sub‑lease from an industrial zone or economic zone operator. Key items to verify in any land‑use rights M&A Vietnam due diligence include: the type of LUR (allocated or leased, lump‑sum or annual rental), the remaining term, any restrictions on transfer or sub‑lease, and whether the LUR certificate (commonly known as the “red book” or “pink book”) has been issued and is unencumbered.

The Land Law 2024, which interacts with Investment Law 2026, may affect the conversion or renewal of LURs for foreign‑invested projects, deal teams should verify the applicable provisions for their specific project type.

Title, Zoning, and Planning Risks

Beyond confirming the LUR, buyers must verify that the target’s land use is consistent with the applicable zoning and land‑use master plan. Local People’s Committees periodically update land‑use plans, and a project that was compliant at the time of original approval may no longer conform to the current plan. Discrepancies between the project’s approved use and the current zoning designation are a common source of post‑closing disputes. Additionally, buyers should check for any pending land‑recovery decisions, compulsory acquisition notices, or infrastructure‑corridor designations that could affect the usability of the site. Engaging local counsel to conduct an on‑site verification and interviews with relevant local authorities is strongly recommended.

Project Commitments, Infrastructure Obligations, and Environmental Approvals

Investment projects in Vietnam, particularly real‑estate and industrial projects, carry specific obligations: construction milestones, infrastructure contribution requirements, environmental impact assessment (EIA) approvals, and community‑resettlement commitments. Under the 2026 law, a change of project investor triggers a reassessment of whether these commitments have been met or remain binding on the successor. Buyers should obtain copies of the original investment decision, the EIA approval, any construction permits, and the project’s compliance history with the competent authority. Outstanding violations or unfulfilled obligations transfer with the project and can result in penalties, forced remediation, or, in extreme cases, project revocation.

Practical Due‑Diligence Checklist: Documents and Verification Steps

For deal teams mobilising due‑diligence personnel in Vietnam, the Vietnam business visa guide provides current entry requirements. A comprehensive overview of available Vietnam visa types and entry requirements is also available for extended on‑site assignments.

Merger Control and Antitrust Considerations, Vietnam 2026

Merger control Vietnam 2026 obligations operate independently of the Investment Law approval process. Even transactions that do not require foreign‑investor clearance may still need pre‑closing notification to the NCC if competition‑law thresholds are met.

Thresholds and Notification Triggers

Vietnam’s Competition Law requires pre‑closing notification when a transaction meets any of the prescribed thresholds. These thresholds are measured by reference to total assets, total revenue in the Vietnamese market, transaction value, and combined market share of the merging parties in the relevant market. The thresholds apply to both domestic and cross‑border acquisitions Vietnam, and the NCC has shown a willingness to assert jurisdiction over transactions with a significant nexus to Vietnam even when the parties are domiciled offshore. Deal teams should conduct a threshold analysis early in the process, ideally during preliminary due diligence, to avoid delays at the pre‑closing stage.

Filing Timeline and Review Process

Once a notification obligation is triggered, the parties must file with the NCC before completing the transaction. The NCC conducts a preliminary review within 30 days, after which it may either clear the transaction, impose conditions, or initiate a formal (Phase II) investigation of up to 90 days. Transactions that raise horizontal‑overlap or vertical‑integration concerns in concentrated markets are more likely to proceed to Phase II. The likely practical effect for most inbound M&A deals is that parties should build a merger‑control filing window of approximately 60 to 120 days into their transaction timeline.

Practical Negotiating Levers and Remedies

Where the NCC has concerns, it may negotiate behavioural or structural remedies. Commonly discussed remedies include hold‑separate arrangements (maintaining the target as an independent competitor pending approval), divestiture commitments for overlapping business units, and pricing or access commitments in regulated sectors. Buyers with experience in other ASEAN jurisdictions will find the NCC’s remedies toolkit broadly comparable, though the practical timeline for negotiating and implementing remedies in Vietnam can be less predictable. Building flexibility into the SPA’s condition‑precedent provisions and long‑stop dates is essential.

Deal Structures: Share Versus Asset Versus Project Company

Choosing the right deal structure for cross‑border acquisitions Vietnam is a function of regulatory cost, tax efficiency, land‑use risk allocation, and transaction speed. The table below compares the three principal structures under Investment Law 2026.

For transactions where the target’s primary value lies in land‑use rights and a development project, a share acquisition of the project‑holding company is often the most efficient path, provided that thorough M&A due diligence Vietnam 2026 is conducted on the underlying LURs, project commitments, and compliance history. An asset purchase may be preferable where the buyer seeks to isolate specific assets and leave behind liabilities, but the additional approval burden and complexity of directly transferring LURs can offset any advantage. SPV acquisitions offer structural clarity but attract heightened regulatory scrutiny on the capacity and commitments of the incoming investor.

Buyers with longer‑term residency or mobility objectives in Vietnam may also wish to review the basic conditions for obtaining Vietnamese citizenship as part of broader investment planning.

Common Deal Risks and Negotiated Protections

Every cross‑border acquisition in Vietnam following the 2026 changes should include carefully tailored contractual protections. The key risk areas, and the corresponding negotiated responses, include the following:

• Land‑use representations. The seller should warrant that all LURs are validly held, that the land‑use certificate has been issued and is unencumbered, and that the project’s land use conforms to the current zoning plan. A specific indemnity for losses arising from LUR defects is standard practice.
• Regulatory consent conditions precedent. The SPA should make completion conditional upon receipt of all required regulatory approvals, including foreign‑investor clearance, IRC amendment (if applicable), and merger‑control clearance. Specify long‑stop dates that reflect realistic processing timelines under the 2026 regime.
• Licence and permit continuity. The seller should warrant that all licences and permits necessary for the project’s operation are valid and transferable (or will remain in force upon change of control) and that there are no pending revocation or suspension proceedings.
• Escrow and holdback mechanisms. For real‑estate‑heavy transactions, an escrow of 10–20% of the purchase price for a period of 12–24 months is common to backstop indemnity claims related to undisclosed liabilities, title defects, or unfulfilled project commitments.
• Tax and employee covenants. The seller should covenant to discharge all outstanding tax liabilities and employee‑related obligations prior to closing, with specific indemnity coverage for any shortfall.

Post‑Closing Compliance, Integration, and Remedies for Non‑Compliance

Closing the transaction is not the end of the regulatory engagement. Under Investment Law 2026 and Decree 96/2026/ND‑CP, the following post‑closing steps are mandatory for most foreign‑invested acquisitions:

1. Post‑closing registration. File updated enterprise and investment registration documents with the DPI within the prescribed timeline (typically 10 business days from closing).
2. Project progress reports. Submit any required project implementation progress reports, particularly where the acquisition involves a project that has ongoing construction or development milestones.
3. Tax registration update. Notify the tax authority of the ownership change and update the target’s tax registration particulars.
4. Labour authority notification. Where the acquisition involves a change of employer identity or results in workforce restructuring, notify the relevant labour authority.

Non‑compliance with post‑closing filing obligations can result in administrative fines and, in serious cases, may provide grounds for regulators to challenge the validity of the transaction or revoke the IRC. The likely practical effect is that most deal teams should assign dedicated compliance workstreams to run in parallel with commercial integration.

Practical Checklist: Vietnam M&A Investment Law 2026 Due‑Diligence Request List

The following checklist consolidates the items unique to, or significantly affected by, Investment Law 2026 and the 2025–26 implementing instruments. This list supplements, rather than replaces, a standard M&A due‑diligence request list.

• Current project classification under Investment Law 2026 (confirm with DPI)
• Investment Registration Certificate, latest version, any pending amendment applications
• Land‑use right certificate(s) and land lease agreement(s), full chain of title
• Current zoning / land‑use master plan extract from local People’s Committee
• Environmental Impact Assessment approval, validity, outstanding conditions
• Construction permits and completion certificates
• Compliance history, DPI and sectoral authority records of penalties or warnings
• List of all conditional business lines operated by the target, with current licence status
• Merger‑control threshold analysis, assets, revenue, market share data
• Capital contribution schedule compliance, evidence of actual capital injected versus committed
• Resettlement and land‑clearance compensation records
• Post‑closing filing templates (Decree 96/2026/ND‑CP forms)

Next Steps

The 2026 changes to Vietnam’s investment‑law framework create both opportunity and complexity for cross‑border buyers. Transactions that would have followed a straightforward path under the old regime may now require additional approvals, extended timelines, and deeper due diligence, particularly for deals involving real‑estate assets and project companies. Conversely, the streamlined procedures and targeted incentives introduced by Investment Law 2026 may make certain sectors more accessible to foreign capital than before. Deal teams that invest early in understanding these changes, and in assembling experienced Vietnamese counsel, will be best positioned to execute efficiently and manage regulatory risk.

The Vietnam M&A Investment Law 2026 framework rewards preparation; delays caused by incomplete filings or missed approval steps are among the most common sources of deal failure in the current environment. For expert guidance tailored to a specific transaction, contact Global Law Experts to connect with qualified M&A practitioners in Vietnam.

Sources

1. Investment Law No. 143/2025/QH15, Expertis (official text mirror)
2. Decree No. 96/2026/ND‑CP, Lexology summary
3. Vietnam Briefing, Amended Investment Law transitional provisions
4. Duane Morris, Vietnam: The New Investment Law 2026
5. VILAF, Vietnam’s New Investment Law: Streamlined Procedures and Targeted Incentives
6. Grant Thornton Vietnam, M&A Outlook 2026
7. Chambers Practice Guides, Investing In 2026: Vietnam