A practical 2026 guide to M&A in Vietnam: the nine-step process, approvals under the new Investment Law, revised merger thresholds and real timelines.
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Legal & Investment Insights
Analysis and practical guidance from IVLF Advisors LLC on Vietnamese law, foreign direct investment, M&A, capital markets, tax, labor and dispute resolution — written for investors and business leaders operating in Vietnam.
An investment lawyer Vietnam clients engage at the term sheet stage does substantially different work from one engaged at signing. The earlier instruction is cheaper, because most of what goes wrong in Vietnamese investments is fixed at the structuring stage or not at all. This guide explains what the role covers across the investment lifecycle,…
A foreign lender Vietnam borrowers approach faces a regulatory framework designed around the borrower rather than the lender. The loan must fit within the borrower’s registered capital envelope, the registration is filed by the borrower, and the security package available is narrower than in most regional markets. This guide sets out the six rules that…
Corporate restructuring tax Vietnam outcomes are decided by sequencing more than by structure. The same commercial result, reached in a different order, can preserve a tax incentive or extinguish it, carry losses forward or waste them, and trigger land transfer costs or avoid them. This guide sets out the six levers we model before any…
Profit remittance Vietnam rules look simple: finalise the accounts, pay the tax, notify the authority, transfer the money. In practice the transfer is where years of accumulated compliance shortcuts become visible, and groups regularly discover that profit earned three years ago cannot be moved. This guide sets out the five pitfalls that stop remittances, in…
A transfer pricing audit Vietnam tax authorities conduct is now a routine feature of holding a foreign-invested company, not an exceptional event. The framework is Decree 132/2020/ND-CP, amended by Decree 20/2025/ND-CP, and enforcement has become both more frequent and more technically capable. This guide sets out the six strategies that determine outcomes, based on how…
Global minimum tax Vietnam rules took effect for financial years from 2024 under Resolution 107/2023/QH15, and the implementing framework arrived with Decree 236/2025/ND-CP dated 29 August 2025, effective 15 October 2025. For large manufacturing and technology groups, the practical effect is that Vietnamese tax incentives no longer deliver the after-tax result they were designed to…
Post-merger integration Vietnam work determines whether the deal thesis survives. Vietnamese targets frequently come with informal practices in payroll, invoicing and related party dealings that were tolerable under private ownership and become a compliance exposure the moment an international group consolidates them. This guide sets out the seven actions we run in the first hundred…
A share transfer foreign investor Vietnam transaction is deceptively simple on paper and procedurally demanding in practice. The transfer instrument is short; the approvals, payment routing and tax filings around it are what determine whether the buyer actually owns what it paid for. This guide sets out the six steps in the correct order, and…
A multi-layer ownership structure Vietnam investors build usually starts for a legitimate reason: ring-fencing project risk, accommodating co-investors, or preparing for a partial exit. It becomes a problem when a tier is inserted for the purpose of changing the regulatory characterisation of the tier below it. This guide sets out the six controls we apply…