M&A Approval Requirements in Vietnam (2026): When Approval Is Required, Documents, Timelines and VCC Overlap

Foreign investors targeting Vietnamese companies in 2026 face a more demanding regulatory landscape than at any point since the Investment Law 2020 came into force. Understanding the M&A approval requirements in Vietnam is now essential for every deal team, because provincial Departments of Planning and Investment (DPI) have tightened the documentary standards they apply when reviewing dossiers, most notably by requesting actual transfer price disclosures and supporting valuation evidence alongside the standard filing package. At the same time, the Vietnam Competition Commission (VCC) has grown more active in reviewing economic concentrations, meaning that competition filings and investment-approval processes increasingly run in parallel and can create sequencing risks that delay closing.

This guide consolidates the triggers, documents, timelines and common pitfalls into a single compliance playbook for corporate counsel, foreign investors and transaction advisers planning M&A in Vietnam during 2026.

Quick Decision Tree: When Is M&A Approval in Vietnam Required?

Not every acquisition involving a foreign party demands state approval. The Law on Investment 2020 (Articles 24–26) sets out the circumstances under which a foreign investor must register or obtain approval before completing a transaction. The following decision framework identifies the key triggers.

Acquisition Types and Triggers

A foreign investor share purchase in Vietnam, or any other form of M&A, generally requires approval where at least one of these conditions is met:

• Capital contribution to establish a new entity. Foreign investors contributing charter capital to a newly established enterprise must register investment under Article 22 of the Investment Law 2020.
• Purchase of shares or capital contribution in an existing enterprise. Approval is triggered when the acquisition increases a foreign investor’s ownership to 51 % or more, or when the target enterprise operates in a conditional business line for foreign investors (Article 26).
• Purchase of assets constituting a business unit. Where the asset purchase effectively transfers an operating business and the buyer is a foreign-invested entity, registration or approval may apply depending on sectoral conditions.
• Takeover bids in public companies. Mandatory tender offer rules under the Securities Law apply in addition to investment registration when the acquirer crosses defined ownership thresholds (25 % and above in public companies).

A crucial distinction exists between primary and secondary share transactions. A foreign investor buying newly issued shares (primary) in a limited liability company or joint-stock company triggers registration. Acquiring existing shares on the secondary market (secondary) also triggers approval when the target operates in conditional business lines for foreign investors or when the transaction takes the combined foreign ownership above the statutory cap.

Conditional Business Lines That Automatically Trigger Approval

Vietnam maintains a list of conditional business lines for foreign investment, published by the Ministry of Planning and Investment (MPI) and updated periodically. Sectors that routinely require approval include securities and fund management, banking and insurance, telecommunications, education, logistics, mining and land-sensitive activities such as real estate development. Any M&A transaction involving an enterprise that holds a licence in one of these conditional business lines in Vietnam will require DPI approval, regardless of the percentage being acquired.

M&A Approval Requirements Vietnam: Which Authorities Sign Off

One of the most common sources of deal delay is misidentifying the competent approval authority. Vietnam operates a multi-layered system in which different agencies handle different transaction types.

Local DPI vs Central MPI, When Each Applies

For the majority of M&A transactions, the provincial DPI where the target enterprise is registered acts as the investment registration authority. However, the MPI assumes jurisdiction when the transaction involves an investment project that was originally approved at the national level, typically projects in industrial zones, economic zones or high-technology parks administered by a central management board, or projects requiring an investment policy decision from the Prime Minister or the National Assembly.

Sectoral Gateways

Certain acquisitions require prior written consent from a sectoral regulator before the DPI will accept the filing. For example, acquisitions in the securities sector require approval from the State Securities Commission (SSC). Transactions that could affect national defence or security may need clearance from the Ministry of Public Security (MPS). Deals involving banking institutions require prior consent from the State Bank of Vietnam (SBV). In e-commerce or data-intensive sectors, early indications suggest that authorities are paying closer attention to cross-border data implications, and additional clearance requirements may apply on a case-by-case basis.

Documents for M&A Approval Vietnam: Full Dossier Checklist

Assembling a complete dossier is the single most controllable factor in accelerating approval. An incomplete submission restarts the clock: the DPI has the right to reject the filing and request resubmission, costing the deal team weeks. The following checklist reflects the core documents for M&A approval in Vietnam under Decree 31/2021/ND-CP (guiding the Investment Law 2020), supplemented by recent practice-level requirements that licensing authorities have been enforcing with increasing consistency since 2024.

• Signed application form. The prescribed form (per Decree 31/2021/ND-CP) must be signed by the investor’s legal representative. Authorities now routinely verify that the signatory is the person authorised under the investor’s constitutional documents.
• Investor’s legal documents. Certificate of incorporation (or equivalent), passport copies for individual investors, and proof of current good standing, all notarised and consularised (see below).
• Resolution or decision of the investor. Board resolution or shareholders’ resolution approving the acquisition, specifying the target, the consideration and the authorised signatory.
• Share purchase agreement (SPA) or capital transfer contract. A signed (or conditionally signed) copy of the transaction document, in Vietnamese or with a certified Vietnamese translation.
• Financial statements. Audited financial statements of the foreign investor for the most recent two years. Some DPIs also request the target company’s financials.
• Actual transfer price evidence. Industry observers expect this to remain a focal point in 2026: authorities increasingly require a clear breakdown of how the transaction price was determined, supported by an independent valuation report or documented methodology. This goes beyond the contract price and may include evidence of arm’s-length pricing, comparable transactions or discounted-cash-flow analyses.
• Proof of source of funds and payment path. Bank statements, financing commitments or evidence of available equity, together with a description of the proposed payment mechanism (onshore or offshore bank transfer).
• Land-use documents (where applicable). If the target enterprise holds land-use rights, the DPI may require copies of the land-use right certificate and any lease agreements.
• Consent or approval letters from sectoral authorities. Written consent from the SSC, SBV, MPS or other relevant body, depending on the sector (must be obtained before the DPI filing).
• Enterprise Registration Certificate of the target. A current copy, together with any investment registration certificate already held by the target.

Notarisation, Legalisation and Translations

All foreign-language documents must be accompanied by certified Vietnamese translations. Documents originating outside Vietnam must be notarised in the country of origin, consularised (or apostilled if Vietnam and the issuing country are both parties to the Hague Apostille Convention) and then authenticated by the Vietnamese embassy or consulate. In practice, the consularisation step typically adds five to fifteen working days depending on the jurisdiction, and deal teams should factor this into their pre-signing timeline. Investors planning transactions in Vietnam should also be aware that they may need a Vietnam business visa before attending signing ceremonies or meetings with licensing authorities in person.

Timeline for M&A Approval in Vietnam: Processing Times and Realistic Planning

The statutory processing times for M&A approval in Vietnam are well defined, but the practical reality is that the clock only starts when the DPI accepts the dossier as complete. Pre-acceptance rejection, where the DPI returns the filing because of missing or non-compliant documents, is the most common cause of timeline slippage.

The total timeline for M&A approval in Vietnam can therefore range from approximately 45 working days for a straightforward, non-conditional-sector acquisition with no VCC filing, to 180 working days or more for a complex transaction that requires sectoral consent, VCC review and remedies negotiation. Deal teams should build at least 90 working days of regulatory lead time into their signing-to-closing timetable as a baseline.

Vietnam Competition Commission Filing: Thresholds, Timing and M&A Approval Overlap

The Competition Law 2018 and its implementing decrees require parties to an economic concentration to notify the VCC before closing if their combined operations exceed certain thresholds. A failure to notify, or closing before clearance is obtained, can result in fines and, in theory, unwinding of the transaction.

Merger Filing Vietnam Thresholds

If any one of these merger filing Vietnam thresholds is met, a Vietnam Competition Commission filing is mandatory. The notification must be made before the transaction is implemented, and the parties may not close until they receive clearance or the statutory review period lapses without a decision.

Cases Where Competition Filing Can Delay Closing

The VCC’s preliminary assessment phase runs for 30 working days from acceptance. If the VCC determines that the transaction does not raise competition concerns, it issues a clearance decision and the parties may proceed. However, if the preliminary assessment identifies potential anti-competitive effects, particularly where the combined market share approaches or exceeds 30 %, the case moves to an in-depth review of up to 90 working days, which may be extended further if remedies are proposed and negotiated.

The strategic interplay between VCC clearance and DPI approval is critical. The Investment Law does not expressly require VCC clearance as a precondition to DPI approval, and vice versa. In practice, however, most deal teams file both applications concurrently or begin the VCC notification slightly earlier, because a DPI-approved transaction that subsequently fails VCC clearance creates significant legal uncertainty. Industry observers expect the authorities to move toward more formal coordination in future regulatory guidance, but for now the prudent approach is to treat VCC clearance as a condition precedent in the SPA and to file as early as the parties have sufficient data to complete the notification form.

Common Edge Cases and Worked Examples

The following vignettes illustrate how the M&A approval requirements in Vietnam apply in practice across different transaction structures.

• Foreign investor buys secondary shares in a securities company. Because securities is a conditional business line for foreign investors, DPI approval is required even if the buyer is acquiring a minority stake on the secondary market. The investor must also obtain prior written consent from the SSC. Documents include the standard dossier plus SSC consent and evidence of the buyer’s financial capacity. The likely practical effect is a timeline of 60–90 working days, factoring in SSC and DPI review periods running sequentially.
• Asset purchase with foreign ownership cap. A foreign-invested enterprise acquires the production line and customer contracts of a Vietnamese manufacturer in a capped sector. Because the buyer already holds a foreign-investment licence, the transaction is treated as a project adjustment requiring DPI re-registration. If the acquired assets push the project into a new conditional business line, a sectoral licence must be obtained first. Estimated timeline: 45–75 working days.
• Corporate reorganisation triggering VCC filing. Two foreign-invested enterprises in the same industry merge their Vietnamese subsidiaries. Combined revenue exceeds VND 3,000 billion, triggering a mandatory VCC notification. The DPI filing for the surviving entity’s amended registration runs in parallel. If the VCC opens an in-depth review, the merger cannot close until clearance is received, potentially adding 90+ working days to the schedule.
• Share purchase via intermediary SPV. A foreign investor uses an offshore SPV to acquire 100 % of a Vietnamese target. The DPI treats the SPV as the foreign investor and applies the same approval requirements. Deal teams should ensure the SPV’s corporate documents are consularised and that the ultimate beneficial owner is disclosed in the application, as recent practice indicates heightened scrutiny of multi-layered holding structures.

Practical Pre-Closing Checklist and Red Flags

Before signing and filing, deal teams should verify each of the following items:

• Signatory verification. Confirm that the person signing the application form, SPA and board resolution is properly authorised under the investor’s constitutional documents. Mis-matched signatories are a frequent basis for dossier rejection.
• Notarisation and consularisation completed. All foreign documents legalised and accompanied by certified Vietnamese translations.
• Transfer price documentation. Valuation report or pricing methodology paper prepared and attached to the dossier.
• Source-of-funds evidence. Bank statements or financing commitment letters showing the investor has the capacity to fund the transaction.
• VCC pre-notification assessment. Written analysis of whether merger filing Vietnam thresholds are met. If thresholds are borderline, seek a pre-consultation with the VCC.
• Tender offer compliance (public companies). Draft public announcement and offer documents prepared where the acquisition crosses the mandatory tender offer threshold.

Red flags to watch for: inconsistent valuations between the SPA price and the valuation report; missing or expired notarisations; signatures by unauthorised representatives; and late VCC notification timing that risks closing before clearance.

Conclusion: Navigating M&A Approval Requirements in Vietnam in 2026

The M&A approval requirements in Vietnam continue to evolve, with 2026 bringing stricter documentary expectations and greater regulatory coordination between investment and competition authorities. Deal teams that invest time in early dossier preparation, parallel filing strategies and proactive engagement with DPIs and the VCC will minimise delay and execution risk. For transactions involving conditional business lines, the additional layer of sectoral consent makes advance planning indispensable. Investors and counsel seeking transaction-specific guidance are encouraged to engage qualified Vietnam-based advisers through Global Law Experts.

Sources

1. Baker McKenzie, Global Private M&A Guide (Vietnam)
2. LNT & Partners, New Guidance on Legal Approval Process
3. Vietnam Briefing, M&A in Vietnam (Practical Guide)