How to File Vietnam's New M&A Approval Forms (circular 55/2026): Step‑by‑step Checklist

Any foreign acquirer, private‑equity fund, or in‑house legal team planning to close an M&A transaction in Vietnam in 2026 must now contend with a materially different set of filing forms. Circular 55/2026/TT‑BTC, issued by the Ministry of Finance and effective 15 May 2026, replaces the prior templates for investment‑related filings and introduces new data fields, including mandatory legal‑representative confirmations, revised pricing‑estimate disclosures, and standardised annex formats, that directly affect how to file M&A approval forms in Vietnam in 2026. This guide walks through the entire filing procedure, from pre‑filing due diligence through post‑approval compliance, with the documents table, timeline, costs, and form‑field tips that deal teams need to avoid returns, re‑applications, and costly delays.

Overview of the Process and Who It Applies To

Vietnam’s investment and M&A approval framework operates through two parallel regulatory tracks. The first is the investment registration track, administered by the Ministry of Planning and Investment (MPI) or the relevant provincial Department of Planning and Investment (DPI), which governs changes to an Investment Registration Certificate (IRC). The second is the merger control track, administered by the Vietnam Competition and Consumer Authority (VCC) under the Ministry of Industry and Trade (MOIT), which requires pre‑closing notification when statutory thresholds are met.

Circular 55/2026/TT‑BTC principally affects the first track: it prescribes the forms and reports related to investment activities, including the templates used when an M&A transaction triggers an IRC amendment or a new IRC issuance under Law on Investment 143/2025/QH15 and its implementing Decree 96/2026/NĐ‑CP. If your transaction changes the registered investor, project scope, or capital structure recorded on an existing IRC, you must use the Circular 55 forms. Transactions that only change enterprise registration details, without altering the IRC, may require only an Enterprise Registration Certificate (ERC) update, filed separately with the Business Registration Office.

Merger control notification to the VCC is a separate obligation that can run in parallel. Parties should assess both tracks at the outset of every deal.

Eligibility and M&A Approval Requirements

When to File an IRC or Investment Form Under Circular 55

An M&A transaction triggers a Circular 55 filing when it results in any of the following changes to a project’s IRC, as specified in Law on Investment 143/2025/QH15 and Decree 96/2026/NĐ‑CP:

• Change of investor. A foreign or domestic entity acquires shares or a capital contribution that makes it a new registered investor on the IRC.
• Change of registered capital or investment capital. The transaction alters the total investment capital or charter capital recorded on the IRC.
• Change of project objectives or scope. The acquisition brings new business lines or modifies conditionally licensed activities.
• Change of legal representative. The post‑closing governance structure appoints a new legal representative of the project.

Where none of these triggers apply, for example, a minority share transfer between two existing registered investors with no change to capital, scope, or legal representative, an IRC amendment may not be required, and only an ERC update may be necessary. Consult local counsel to confirm the applicable track for your specific transaction structure.

When to Notify the VCC (Merger Control Thresholds)

A separate pre‑closing notification to the VCC is required when the transaction meets any of the statutory thresholds relating to combined assets, combined revenue, transaction value, or combined market share of the parties. These thresholds are set out in Vietnam’s competition legislation and implementing regulations. Phase I preliminary review by the VCC takes 30 calendar days from acceptance of a complete notification; if the VCC determines that the transaction requires in‑depth assessment, Phase II official appraisal may take up to 90 days, extendable by a further 60 days.

Deal teams should conduct a parallel assessment: determine at the outset whether the transaction triggers both an investment filing (Circular 55 forms to MPI/DPI) and a merger control notification (to the VCC). Filing both in parallel, where thresholds are met, mitigates the risk of gun‑jumping and prevents the merger control timeline from becoming the critical path after investment approval has already been obtained.

Step‑by‑Step Procedure for Filing M&A Approval Forms in Vietnam

The procedure below applies to the investment registration track under Circular 55/2026. Where merger control applies, the VCC notification runs as a parallel workstream. Each step identifies who performs it and the typical duration.

Note: These durations are typical benchmarks. Actual timelines depend on the specific transaction, the reviewing authority, and the completeness of the initial filing.

Step 1. Conduct Pre‑Filing Due Diligence and Obtain Internal Approvals

Before preparing any Circular 55 form, the buyer’s legal team should complete a regulatory due‑diligence review of the target company and the proposed transaction structure. Key items to verify include: the current IRC and ERC of the target (confirming the registered investor, capital structure, and project scope); the identity and appointment documents of the existing and proposed legal representative; any sectoral licensing conditions (such as telecom, banking, or real estate approvals) that may require separate clearances; and whether the transaction meets VCC merger control thresholds.

This stage also requires internal corporate approvals from both buyer and seller, board resolutions, shareholder approvals, or investment‑committee clearances, as these will be required as supporting documents for the Circular 55 filing. If a valuation report will be used to support the pricing‑estimate field in the new forms, commission it at this stage so it is ready when forms are drafted.

Step 2. Prepare Circular 55 Forms and Annexes

Draft the relevant Circular 55 application form using the annex templates published by the Ministry of Finance. Each form requires the applicant to map deal‑document data, from the share purchase agreement (SPA), investment project details, valuation report, and board resolutions, into specific fields on the standardised template.

Pay particular attention to three fields that are new or materially revised under Circular 55/2026:

• Pricing‑estimate field. Circular 55 permits the declared transaction price to be stated as an estimate, provided supporting evidence (a valuation report or a reasoned price justification) is attached. Do not leave this field blank or enter a precise figure without supporting documentation.
• Legal‑representative confirmation block. The form now requires a signed confirmation from the designated legal representative, including contact details, appointment evidence, and a declaration of responsibility. Ensure the representative’s passport or ID is notarised and current.
• Sectoral‑approvals checkbox. If the target operates in a conditionally licensed sector, the form requires the applicant to indicate which sectoral approvals have been obtained or are pending, and to attach proof.

Prepare both electronic and signed hard‑copy versions. The hard copy should be bound and paginated, with each page initialled by the legal representative or the authorised agent. Attach all supporting documents as numbered annexes cross‑referenced to the form fields.

Step 3. Complete Notarisation, Legalisation, and Translation

Foreign‑origin documents must be notarised in the issuing jurisdiction, legalised or apostilled (depending on whether Vietnam recognises the Apostille Convention for the relevant country), and translated into Vietnamese by a certified translator. Documents commonly requiring legalisation include:

• The investor’s certificate of incorporation and articles of association
• Board or shareholder resolutions approving the transaction
• Power of attorney (where local counsel is filing on behalf of the investor)
• Passport or identity documents of the legal representative
• The valuation report (if issued outside Vietnam)

Allow 3–15 business days for this step depending on the investor’s home jurisdiction. Parties with operations in countries where consular legalisation (rather than apostille) is required should build additional lead time into the deal calendar.

Step 4. Submit the Application to the Appropriate Authority

Under Decree 96/2026/NĐ‑CP, the filing authority depends on the nature and scale of the investment project. Nationally significant projects are filed with MPI; most other projects are filed with the provincial DPI where the project is located. Include a cover letter summarising the transaction, identifying all attachments by annex number, and confirming the identity and contact details of the legal representative (matching the confirmation block on the Circular 55 form). Submit the signed hard‑copy application set together with any electronic submission required by the local DPI’s portal.

Retain a date‑stamped receipt or acknowledgement of filing, this establishes the “Day 0” from which statutory processing timelines run.

Step 5. Respond to Completeness Checks and Requests for Information

The reviewing authority conducts an initial administrative completeness check, typically within 7 working days of submission. If the filing is returned as incomplete, the statutory processing clock stops and does not resume until the supplemented application is re‑submitted. Common RFI triggers include:

• Missing or unsigned legal‑representative confirmation
• Pricing‑estimate field completed without supporting valuation evidence
• Mismatch between the SPA terms (e.g., effective date, consideration structure, or capital amounts) and the data entered on the Circular 55 form
• Incomplete notarisation or legalisation of foreign‑origin documents

Respond promptly and precisely. Each response should reference the specific field or annex number queried, attach the supplementary document, and include a brief cover letter confirming the correction. Parties typically have 30 days to supplement after an RFI, but delays at this stage compound the overall approval timeline.

Step 6. Complete Post‑Approval Compliance Steps

Once the authority issues the amended or new IRC, several post‑approval steps must be completed before the transaction is fully effective and the target company can operate under its new ownership structure:

• Enterprise registration update. File the amended ERC with the Business Registration Office to reflect the new investor, legal representative, and charter capital.
• Tax registration and clearance. Update the target company’s tax code registration; obtain any required tax clearance certificates from the local tax authority.
• Bank notifications. Notify the target’s banking partners of the ownership change and update authorised signatories on the company’s direct investment capital account (DICA).
• Sectoral notifications. If the target holds sectoral licences (e.g., telecom, insurance, or banking), notify the relevant sectoral regulator and, where required, obtain post‑closing approvals or updated licences.

Allow 1–4 weeks for these compliance steps. Delays in updating the ERC or bank accounts can prevent the new investor from exercising management or capital‑deployment rights.

Documents Needed for M&A Approval in Vietnam

The following table lists the documents required for a typical M&A approval filing under Circular 55/2026. Specific transactions, particularly those involving conditionally licensed sectors, may require additional items. Use this as an M&A filing checklist and confirm requirements with local counsel before submission.

M&A Filing Timeline in Vietnam: Key Deadlines

Circular 55/2026 took effect on 15 May 2026. Any investment‑related filing submitted on or after that date must use the new Circular 55 form templates. The statutory processing timelines below are set by Decree 96/2026/NĐ‑CP and Vietnam’s competition legislation respectively.

• IRC issuance or amendment (investment registration track). The MPI or provincial DPI must process a complete application within 15 working days for projects subject to registration, or up to 30 working days for projects requiring evaluation or inter‑agency consultation.
• VCC Phase I (merger control). 30 calendar days from the date the VCC accepts a complete merger notification.
• VCC Phase II (if triggered). Up to 90 days, extendable by a further 60 days for complex transactions.

The table below provides a realistic deal calendar for a typical cross‑border M&A transaction subject to both tracks.

Industry observers note that the most common cause of delay is incompleteness at the initial filing stage. Ensuring every Circular 55 field is complete, particularly the legal‑representative confirmation and pricing‑estimate fields, before submission is the single most effective way to shorten the overall M&A filing timeline in Vietnam.

Costs, Fees, and Tax Considerations

The costs associated with an M&A approval filing in Vietnam fall into administrative fees, professional advisory fees, and transaction taxes. The table below summarises typical cost ranges. All figures marked as estimates should be verified with counsel for the specific transaction.

What Changes in 2026: Circular 55/2026 Form‑Field Walkthrough

Circular 55/2026/TT‑BTC replaces the previous set of investment‑related form templates issued under earlier Ministry of Finance circulars. The circular prescribes updated forms, annex templates, and reporting formats for all investment activities governed by Law on Investment 143/2025/QH15. For M&A transactions specifically, the following changes are most significant.

Replaced and Updated Form Templates

The Circular introduces new annex templates that supersede the prior versions. Deal teams must confirm they are using the post–15 May 2026 template version; filings submitted on prior‑version forms will be returned as non‑compliant.

New and Revised Data Fields

Three categories of form fields have been materially revised or introduced:

• Declared transaction price (estimate permitted). Circular 55 explicitly allows the applicant to disclose the transaction price as an estimate rather than an exact figure. However, the estimate must be accompanied by supporting evidence, typically a valuation report, a reasoned price justification, or reference to a comparable‑transactions analysis. Recommended wording: “The estimated transaction price is VND [amount], based on the independent valuation report dated [date] attached as Annex [number]. The final price is subject to customary closing adjustments as set out in Clause [X] of the Share Purchase Agreement.”
• Legal‑representative confirmation block. The form now includes a mandatory signed confirmation section for the legal representative of the investment project. This block requires: the representative’s full name, contact details, passport or ID number, date and place of appointment, and a signed declaration of responsibility. Recommended approach: Attach a notarised copy of the appointment resolution alongside a notarised passport copy; ensure the name and ID number match exactly across all documents.
• Sectoral‑approvals status field. A new checkbox‑and‑narrative field requires the applicant to list all sectoral approvals that are (a) already obtained, (b) pending, or (c) not applicable, with supporting documentation attached. Recommended approach: Prepare a one‑page table listing each relevant licence, its issuing authority, its status, and the expected date of issuance (if pending).

Standardised Declaration Language and Annexes

Circular 55 introduces standardised declaration language that applicants must use verbatim in specified sections of the form. Additionally, new annex templates for project implementation progress reports have been added; these annexes may be required for IRC amendment applications where the project has been operational for a period before the transaction. Deal teams should cross‑reference the Circular 55 annex list against their specific filing requirements to ensure no template is missed.

Common Pitfalls and How to Avoid Them

• Incomplete legal‑representative confirmation. The most frequent cause of returned filings under the new forms. The confirmation block must include all prescribed elements, name, contact details, ID number, appointment evidence, and a signed declaration. Omitting any element triggers a return. Fix: Prepare the confirmation block as a standalone package (appointment resolution + notarised ID + signed declaration) and cross‑check it against every field before submission.
• Pricing field left blank or unsupported. While Circular 55 permits estimates, a blank pricing field, or an exact figure with no supporting documentation, will generate an RFI. Fix: Always attach a valuation report or a reasoned price‑justification letter. Use “estimated” language and reference the supporting annex number directly in the form field.
• Mismatch between SPA terms and Circular 55 fields. Discrepancies in the effective date, consideration structure, capital amounts, or party names between the SPA and the form fields will delay processing. Fix: Prepare a reconciliation table showing how each Circular 55 field maps to the corresponding SPA clause. Share this table with the reviewing authority proactively as a cover‑letter annex.
• Failure to trigger a parallel VCC notification (gun‑jumping risk). Completing the investment filing without assessing merger control thresholds can result in gun‑jumping, closing a notifiable transaction without VCC clearance. Fix: Conduct a competition‑threshold assessment during Step 1 (pre‑filing due diligence). If thresholds are met, file the VCC notification before or simultaneously with the Circular 55 investment filing.
• Expired legalised documents. Some jurisdictions’ consular legalisations carry validity periods. If the legalised document expires before the authority completes its review, a fresh legalisation may be required. Fix: Check validity periods at the outset and, where possible, legalise documents as close to the filing date as practicable.
• Using outdated form templates. Filings submitted on pre–Circular 55 templates (i.e., templates from earlier Ministry of Finance circulars) will be rejected outright. Fix: Download the current template directly from the Ministry of Finance portal and confirm the template version date is post–15 May 2026.

Sample RFI response language: “In response to the Authority’s request dated [date] regarding field [X] of the Application Form, we attach herewith [description of supplementary document] as Annex [number]. The information provided corrects/supplements the data originally submitted and is certified by the undersigned legal representative.”

Sources

1. Ministry of Finance, Official Circular 55/2026/TT‑BTC (vbpq.mof.gov.vn)
2. Government Gazette, Decree 96/2026/NĐ‑CP (vanban.chinhphu.vn)
3. Law on Investment 143/2025/QH15, National Legal Document Portal (thuvienphapluat.vn)
4. Ministry of Planning and Investment, Official Guidance (mpi.gov.vn)
5. Vietnam Competition and Consumer Authority (VCC), Official Pages (en.vcc.gov.vn)
6. Ministry of Finance FIA, Circular 55 Announcement (fia.mof.gov.vn)