An M&A approval application is the step that decides whether a foreign buyer of a Vietnamese company closes in weeks or drifts for a quarter. Decree 96/2026/ND-CP, effective 31 March 2026, governs the registration of capital contribution, share purchase and purchase of capital contributions by foreign investors – and the practical difference between a smooth filing and a stalled one lies almost entirely in preparation.
When an M&A approval application is required
Registration is required where the transaction increases foreign ownership in a target operating in a business line with market access conditions for foreign investors; where the transaction results in foreign investors holding more than the statutory threshold of charter capital; or where the target holds land use rights on islands, in border communes or coastal areas, or in other areas affecting national defence and security.
Transactions outside those categories proceed by ordinary change of member or shareholder without a separate M&A approval application – which is why the first analysis is always whether the filing is needed at all. Buyers who file unnecessarily add weeks; buyers who fail to file when required create a defect that surfaces in the next due diligence exercise, as our legal due diligence guide describes.
What the M&A approval application contains
The dossier centres on four things. A written registration setting out the target, the intended ownership after the transaction and the business lines involved. Corporate documents of the foreign investor – and under Decree 96/2026 a valid copy now includes copies generated from national databases where the original information sits in the population, business registration or investment databases, which removes several certification steps.
Evidence of the target’s land position where the land trigger applies. And documentation of the business lines against the published market access conditions, examined in our market access guide.
Timing and the closing mechanics
The authority assesses market access, national defence and security implications, and the land position. In a clean case the decision arrives within a short statutory window; in practice the calendar is driven by how quickly supplementary questions are answered, which is a function of file quality rather than of the regulator.
Buyers should treat the M&A approval application as a condition precedent rather than a post-signing formality. Payment made before approval, or a share register updated before the enterprise registration change, produces a transfer that is commercially complete and administratively defective – and unwinding that is considerably harder than waiting.
Preparing an application that clears first time
Four disciplines shorten the process. Map the target’s actual business lines rather than its registered ones, since the two frequently diverge and the analysis follows what the company does. Confirm the land position early, because the land trigger is the one buyers most often miss. Prepare investor documents in the form the authority accepts, using database-sourced copies where available. And align the M&A approval application with the enterprise registration change and the IRC adjustment that follows, so the three steps run in sequence rather than colliding.
Our guides to M&A approval for foreign investors and the share purchase agreement cover the substantive analysis and the documentation around it.
M&A approval application FAQs
Can the application be filed before signing?
It is normally filed after signing and before completion, with the approval as a condition precedent. Filing earlier risks the parameters changing; filing later delays closing.
What if the target has unregistered business lines?
They must be regularised, and it is far cheaper for the seller to do so before the process starts. This is one of the most common causes of delay in Vietnamese M&A.
Does the buyer’s jurisdiction matter?
Yes – treaty coverage affects the market access position, which is why the acquiring entity’s domicile is a structuring decision. Texts are published via the Ministry of Finance.
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.
