How to Acquire a Vietnamese Company with Land: Due Diligence, Approvals & Land‑use Transfer

Last reviewed: 29 May 2026

Understanding how to acquire a Vietnamese company with land is essential for any cross‑border buyer, private‑equity fund or corporate development team considering a transaction in one of South‑East Asia’s fastest‑growing M&A markets. Vietnam does not permit private ownership of land; instead, companies hold land‑use rights (LURs) allocated by the state, and the form of those rights, together with the buyer’s nationality and the deal structure chosen, determines which government approvals must be obtained, which documents must be filed, and how long the process will take.

The entry into force of the new Law on Investment 2025 on 1 March 2026, supported by Decree 96/2026/ND‑CP and Circular 55/2026/TT‑BTC, has recalibrated the approval landscape, shifting competences between central and provincial authorities and introducing updated filing forms that every buyer must now factor into pre‑closing checklists. This guide walks deal teams through each stage, from initial screening and due diligence to closing mechanics, land‑use transfer, and post‑closing registration, with the document tables, timeline tables, cost breakdowns and common‑pitfall warnings that practitioners need to execute a clean transaction.

Overview of the Process and Who It Applies To

This guide covers acquisitions of Vietnamese companies, whether limited‑liability companies or joint‑stock companies, that hold LURs over industrial, commercial or mixed‑use land. It applies equally to share purchases (where the buyer acquires equity in the target and the LUR remains registered to the company) and to asset purchases (where the LUR itself is transferred and re‑registered in the buyer’s name or the name of a new entity).

Under the Land Law, no organisation or individual in Vietnam “owns” land. The state retains ownership and grants LURs to domestic enterprises, foreign‑invested enterprises (FIEs), overseas Vietnamese and, in limited cases, foreign individuals. Companies document their rights through the Land‑Use Right Certificate (LURC), colloquially known as the sổ đỏ (red book) for land or the sổ hồng (pink book) for land with housing. The LURC records the plot boundaries, permitted use, lease or allocation term, and any registered encumbrances.

For foreign buyers, the starting question is whether the target already operates as an FIE or as a purely domestic company. Acquiring shares in a domestic company that will become an FIE post‑closing triggers mandatory investment registration. Acquiring an FIE may only require an amendment to the existing Investment Registration Certificate (IRC). The answer shapes the regulatory timeline, the documents needed, and the cost of the transaction, all of which are detailed in the sections that follow.

Eligibility and Prerequisites for Acquiring a Vietnamese Company with Land

Who may hold land‑use rights

Domestic Vietnamese enterprises hold LURs by way of state allocation (with or without land‑use fees) or lease. FIEs typically hold LURs through long‑term land leases granted by the People’s Committee or through sub‑leases in industrial zones. Overseas Vietnamese may hold LURs for residential purposes under certain conditions. The transferability of any LUR depends on its origin: allocated land with paid‑up land‑use fees is generally freely transferable; leased land paid on an annual basis is not transferable except in narrowly defined circumstances. Buyers must verify, at the outset, that the target’s LUR is of a type that permits the intended deal structure.

When a foreign buyer triggers investment approvals

A foreign investor acquiring shares or capital in a Vietnamese company must obtain or amend an IRC where the acquisition results in foreign ownership exceeding specified thresholds or creates a new FIE. Under the Law on Investment 2025 (effective 1 March 2026) and Decree 96/2026/ND‑CP, the competent authority, either the Provincial Department of Planning and Investment (DPI) or the Ministry of Planning and Investment (MPI), depends on the project scale and location. The 2026 reforms reallocate several categories of approvals for foreign buyer transactions from MPI to Provincial DPI, which industry observers expect will shorten processing times for mid‑sized deals. Where the target operates in a conditional business line (e. g.

, real‑estate trading, education, or mining), additional sectoral approvals may be required before closing.

Merger control filing triggers

Vietnam’s Competition Law 2018 and Decree 35/2020/ND‑CP require pre‑closing notification to the Vietnam Competition Commission (VCC, formerly VCCA) when any of the following thresholds are met: combined assets or combined revenue of the parties reaches the prescribed level, the transaction value exceeds the statutory threshold, or the combined market share reaches 20 per cent or more in any relevant market. If any threshold is triggered, the parties must file an economic concentration notification and wait for clearance before closing. The VCC applies a two‑phase review: a preliminary assessment (30 calendar days) followed, if necessary, by an official appraisal phase (up to 90 calendar days). Failure to file carries administrative penalties and the risk of the transaction being unwound.

Buyers should run a threshold test at the letter‑of‑intent (LOI) stage and engage competition counsel early.

Step‑by‑Step Procedure to Acquire a Vietnamese Company with Land

Step 1, Pre‑LOI initial screening and red‑flag identification

Before issuing an LOI, the buyer’s legal team, working with Vietnamese local counsel, should request and review the following from the seller:

1. Confirm the form of land rights. Request a certified copy of the LURC (sổ đỏ or sổ hồng), the underlying land allocation decision or lease agreement, and the cadastral map extract. Verify the LUR number, plot area, permitted use and remaining term on the provincial land registry.
2. Collect corporate title documents. Obtain the Business Registration Certificate (or Enterprise Registration Certificate), the shareholder register and capital contribution records, all business licences, and any shareholder or pledge agreements.
3. Screen for immediate deal‑breakers. Confirm whether there is any state capital contribution or auction history, check the land‑lease expiry schedule, identify registered mortgages or pledges, search for tax arrears (land‑use fees, corporate income tax, VAT), and verify the current physical use of the land against the permitted use on the LURC.

The deliverable at this stage is a red‑flag memo that identifies blocking issues and a data‑room document list for full due diligence. Allow 3–7 days for this screening phase.

Step 2, Full corporate and land due diligence

Once the LOI is signed and the data room populated, the buyer’s counsel (both foreign and Vietnamese) conducts a comprehensive due diligence exercise covering both corporate and land dimensions. This is the core of any due diligence checklist for Vietnam M&A involving land assets.

1. On‑site verification. Commission a site inspection to confirm plot boundaries, physical use, the presence of unregistered structures, and any third‑party occupation or community obligations. A licensed surveyor should verify the boundaries against the cadastral map.
2. Title chain review. Trace the full chain of title from the original land allocation decision to the current LURC holder. Check certified translations and notarisations of the LURC, land allocation decisions, construction permits, house ownership certificates (where structures exist), and environmental impact assessment (EIA) reports.
3. Encumbrance and lien search. Verify mortgage and pledge registrations at the provincial land registry, review all loan agreements under which the LUR has been pledged, and confirm whether lender consents are required for the transfer or change of control.
4. Capital contribution analysis. Determine whether the land was contributed as capital by a shareholder. Land‑as‑capital alters the transfer mechanics: the original contributor may retain residual rights, and valuation and tax filings at the time of contribution must be reviewed for compliance.
5. Dispute and compulsory‑purchase search. Search court records and People’s Committee files for pending disputes, compulsory purchase orders, or sequestration notices affecting the plot.
6. Structure decision. Based on the findings, determine whether the transaction will proceed as a share purchase or an asset purchase. A share purchase avoids re‑registering the LUR but carries successor‑liability risk; an asset purchase transfers the LUR directly but requires provincial land registration and triggers additional taxes and fees. Foreign documents used in the consular legalisation process for Vietnam must be authenticated before filing.

Allow 3–6 weeks for this phase, depending on data‑room completeness and the responsiveness of registries.

Step 3, Pre‑closing approvals and filings

Pre‑closing approvals are the primary gating items in any M&A timeline in Vietnam. The sequence below reflects the 2026 regulatory framework.

1. Investment approval / IRC amendment. If the transaction introduces or increases foreign ownership, file for issuance or amendment of the IRC at the competent authority (Provincial DPI or MPI, depending on the project category under Decree 96/2026/ND‑CP). Attach the prescribed application forms, now issued under Circular 55/2026/TT‑BTC, which replaced all previous MPI form sets from 15 May 2026, together with the share purchase agreement, the buyer’s corporate documents, and evidence of the target’s land rights. Processing times vary from 2 to 12 weeks depending on project scale and whether the 2026 reallocation routes the file to the provincial level (typically faster) or the central level.
2. Merger control notification. If the threshold test indicates a filing obligation, submit the economic concentration notification to the VCC with full market and financial data. The VCC has 30 calendar days for the preliminary assessment; if no concerns are raised within this period, the transaction is deemed cleared. If the VCC opens a full appraisal, add up to 90 additional calendar days. Parties should budget for competition counsel (advisory costs can range from US$5,000 to US$50,000 or more depending on complexity).
3. Sectoral and operational consents. Where the land is used in a regulated activity, for example, industrial manufacturing, hospitality, or real‑estate development, obtain any required sectoral permits (environmental licence, construction master plan approval, fire‑safety certification). If the transaction changes the business use, notify the relevant ministry or provincial department.
4. Post‑equity‑transfer land notifications. Where the target holds land contributed as capital and the buyer acquires shares, confirm whether the change of equity triggers a re‑registration or notification requirement at the provincial land registration office. In most share‑purchase structures, the LUR remains with the company and no immediate re‑registration is required, but lender consents and government notifications must still be completed.

Step 4, Closing mechanics: share purchase versus asset purchase

The choice between a share purchase and an asset purchase in Vietnam has direct consequences for how land‑use rights are treated at closing.

Share purchase. The target company remains the registered holder of the LUR. Post‑closing, the buyer updates the shareholder register, files the amended IRC (if foreign ownership changed), and notifies the business registration authority. No immediate re‑registration of the LURC is required. This is administratively lighter but exposes the buyer to successor liabilities attached to the target. Lender consents must be secured if the LUR is pledged.

Asset purchase (direct land transfer). The LUR (or the long‑term lease right) is transferred directly from the seller to the buyer or the buyer’s nominee entity. This requires the parties to execute a notarised transfer contract, submit it, together with the current LURC, tax clearance certificates, and valuation reports, to the provincial land registration office, update the cadastral map and obtain a reissued LURC in the buyer’s name. The provincial land registration office (operating under MONRE guidance) typically processes transfers within 4–12 weeks, though encumbrances, registration errors, or boundary disputes can extend this period considerably. The asset‑purchase route triggers transfer taxes and land‑use fees that a share purchase may avoid.

Transaction timeline table

Required Documents for Acquiring a Vietnamese Company with Land

The documents needed for land transfer and corporate acquisition overlap but are not identical. The table below consolidates every document a buyer should request or prepare, together with notes on issuing authority, format and practical tips. This checklist applies to both share and asset purchases; items marked with an asterisk (*) are specific to asset‑purchase LUR transfers.

Buyers sending personnel to Vietnam for inspections or closings should review the current Vietnam business visa requirements and application procedures to avoid travel delays.

M&A Timeline in Vietnam: Key Deadlines and Realistic Ranges

End‑to‑end timelines vary significantly depending on deal structure, the need for government approvals, and the condition of the target’s title and corporate records.

To reduce delay, experienced deal teams take the following pre‑emptive steps: run the merger control threshold test at the LOI stage, engage Vietnamese counsel before LOI signature to begin registry searches, and request the seller to apply for tax clearance certificates and lender waivers concurrently with due diligence. Under the 2026 Investment Law framework, transactions that now fall within provincial DPI authority (rather than central MPI) benefit from a shorter processing track, early legal analysis of jurisdiction is therefore critical.

Costs, Fees and Tax Considerations for Acquiring a Vietnamese Company with Land

The cost of land transfer and the broader tax burden on the transaction depend on the deal structure, the province in which the land is located, and the official land price set by the relevant People’s Committee. The table below identifies the principal cost items; all figures should be verified with local counsel and the applicable People’s Committee price schedule before budgeting.

Provincial People’s Committee land prices can change annually. Buyers operating in Ho Chi Minh City, Hanoi, Da Nang or other major centres should request the current price schedule from local counsel and budget a contingency for price adjustments between LOI and closing. Entities with operations subject to Vietnamese tax obligations may also wish to review tax guidance for cross‑border income in Vietnam for broader context on withholding and reporting.

What Changes in 2026: Regulatory Updates Affecting How to Acquire a Vietnamese Company with Land

The most significant development for deal teams in 2026 is the Law on Investment 2025, which entered into force on 1 March 2026. Supported by Decree 96/2026/ND‑CP (detailed implementation guidance) and Circular 55/2026/TT‑BTC (new investment form set, effective 15 May 2026), the reformed framework recalibrates the division of approval authority between central and provincial government. In practical terms, more mid‑sized transactions involving land‑holding companies will now be processed at the Provincial DPI rather than at MPI, and the new filing forms consolidate previously fragmented application requirements. Early indications suggest that provincial processing will be faster for straightforward transactions, but complex projects, those involving conditional business lines or large land areas, may still require central‑level review.

The merger control regime under the Competition Law 2018 and Decree 35/2020/ND‑CP remains in force without significant amendment. Parties should continue to apply the existing thresholds (combined assets, combined revenue, transaction value, market share) and file with the VCC where any threshold is met. The likely practical effect of the 2026 investment‑law changes is that deal teams will need to update their pre‑closing checklists and form templates, reliance on pre‑2026 forms and filing instructions risks rejection or delay.

Common Pitfalls and How to Avoid Them

• Relying solely on seller representations for title. Always conduct an independent registry search at the provincial land registration office and commission a physical site inspection. Seller representations alone are insufficient to uncover boundary discrepancies, unregistered structures or third‑party occupation.
• Ignoring investment and merger control approval triggers. Run the threshold test at the LOI stage. Failing to identify a filing obligation early can result in a blown timeline, regulatory penalties or a compelled unwind of the transaction.
• Under‑estimating People’s Committee land‑price adjustments. Official land prices can be revised annually and differ markedly from market prices. Pre‑check the applicable provincial land‑price table and build a pricing contingency into the deal budget.
• Missing lender consents on pledged land. If the target’s LUR is pledged as collateral for bank financing, lender consent to the change of control (share purchase) or transfer (asset purchase) is mandatory. Demand lender consent letters early and factor bank processing times into the timeline.

Sources

1. Vietnam.vn, Law on Investment 2025 (effective 1 March 2026)
2. UNEP LEAP, Decree 96/2026/ND‑CP
3. MT & Partners, Circular 55/2026/TT‑BTC (new investment form set)
4. Thư viện Pháp luật, Land Law
5. ICLG, Merger Control Laws and Regulations: Vietnam
6. Siglaw, Key amendments in the 2026 Investment Law in Vietnam
7. LuatVietnam, Resolution 6617/2026/NQ‑CP (conditional business sectors)