M&A approval is the checkpoint every foreign investor passes before buying into a Vietnamese company – a procedure that looks administrative and behaves strategically. Handled early, it is routine; discovered late, it reprices deals.
When M&A approval is required
Under the Law on Investment, the acquisition approval applies when a foreign buyer’s stake crosses the 50% threshold, when the target operates in a sector with market-access conditions for foreigners, or when the target holds land in sensitive areas such as islands, borders and coastal zones. Everything else registers directly – one reason accurate scoping at the term-sheet stage saves weeks.
How the procedure runs
The filing
The buyer files with the provincial licensing authority where the target sits: deal terms, buyer identity and financials, and the target’s corporate file. Clean targets sail; targets with the licence gaps described in our conditional business lines guide stall here.
The review
The statutory window is short – around fifteen days for straightforward files – but the clock only runs on complete dossiers, and question rounds reset it in practice. Land-sensitive cases route through additional security opinions and take visibly longer.
After approval
The share transfer executes, payment moves through the correct capital accounts – the mechanics our capital flow analysis details – and the enterprise registration updates. Sequencing payment before M&A approval is the classic error: banks will not clear it, and escrowed funds sit hostage to a procedure that should have come first.
Making approval a non-event
Three habits keep M&A approval boring. Scope the requirement in the first week, not at signing. Make approval a condition precedent with a realistic long-stop date, so neither side is trapped by regulatory timing. And pre-clear oddities – unusual buyer structures, layered offshore vehicles – informally with the authority before filing, a practice provinces quietly welcome. Our M&A team runs this checkpoint inside the deal timetable rather than after it.
Timing the approval inside a live deal
The practical timetable looks like this. Week one: scope whether M&A approval applies and order legalised buyer documents from the home jurisdiction – the long pole. Weeks two to four: negotiate the SPA with approval as a condition precedent, while preparing the filing in parallel rather than in sequence.
Filing to decision: two to six weeks for ordinary sectors on complete files, longer where land sensitivity or unusual structures invite questions. Only after the decision: payment through the capital account, transfer execution and enterprise registration update – in that order.
Buyers who run M&A approval in parallel with negotiation add zero days to their deals. Buyers who treat it as a post-signing formality routinely add two months and hand the seller renegotiation leverage in the gap. The procedure rewards exactly one thing: starting early.
Documents checklist for the filing
The buyer side needs legalised and translated corporate documents: certificate of incorporation, latest financials, and authorisation for the transaction. Individual buyers substitute passports and bank confirmations. The target side supplies its enterprise registration, investment certificates, land documents where relevant, and the corporate approvals authorising the transfer.
The deal documents themselves – transfer agreement or SPA – go in with the filing, which is why signing sequence matters: many deals sign the SPA conditionally, file for M&A approval, then close on approval. The alternative of filing on a term sheet works in some provinces and stalls in others; local practice checks are worth the phone call.
One recurring trap: names and addresses must match exactly across every document, in every language version. A buyer whose legalised documents spell its name differently from the SPA will spend three weeks fixing what one proofread would have caught.
M&A approval: frequently asked questions
Does an indirect offshore acquisition need approval?
Buying the offshore parent of a Vietnamese company avoids the domestic transfer but not necessarily the analysis – sector conditions and land sensitivities can still reach through, and banks increasingly ask. Structure with advice, not assumption.
Can approval be refused?
Yes, principally on market-access and land-security grounds. Refusals are rare in ordinary sectors and concentrated where files ignored the conditions this guide describes.
What documents take longest?
Legalised buyer corporate documents from the home jurisdiction – order them the week the term sheet signs. Official guidance sits with the Ministry of Finance and provincial authorities.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
