One of the most common questions in cross-border M&A work is where the payment in an M&A deal with a foreign investor should be sent, and how to keep the bank from holding the funds.
From 18 August 2026, Circular 38/2026/TT-NHNN makes clear that payment in an M&A deal involving a share or capital transfer to a foreign investor must go through the target company’s registered investment capital account.
This IVLF guide explains how to handle payment in an M&A deal correctly, so buyers and sellers avoid a rejected transfer or a delayed closing.
1. The required payment channel for M&A deals
Under Circular 38/2026/TT-NHNN, payment in an M&A deal that transfers shares or capital to a foreign investor must go through the target company’s investment capital account.
This applies whether a foreign investor is acquiring a Vietnamese company or selling its stake to another investor, foreign or domestic.
2. Valuation and the transfer price
Before payment in an M&A deal is made, the parties should agree a transfer price backed by an independent valuation, giving the bank a clear benchmark against the actual amount transferred.
An authorized bank may request the valuation report or the transfer agreement to confirm the payment matches the agreed M&A deal value before releasing funds.
3. Step-by-step payment process
Step one, the parties sign the transfer agreement and complete the valuation. Step two, the buyer sends payment in an M&A deal into the investment capital account of the target company or the seller.
Step three, the bank checks the transfer documentation and records the transaction, completing payment in an M&A deal under Circular 38/2026/TT-NHNN.
4. Tax clearance before payment goes abroad
Before sending payment in an M&A deal abroad, the seller must complete its capital-gains tax obligations under current Vietnamese tax law.
Banks usually require proof of tax payment before releasing payment in an M&A deal abroad, to avoid a seller leaving Vietnam with unpaid tax obligations.
5. Common risks in M&A payments with a foreign investor
The most common risk is agreeing a side price outside the official contract, which makes payment in an M&A deal through the investment capital account inconsistent with the filed documentation.
A second risk is proceeding without completed tax clearance, which causes the bank to hold payment in an M&A deal until all supporting documents are provided.
6. Checklist before signing the M&A deal
Before signing, the parties should prepare an independent valuation report, the transfer agreement, and confirmation of which investment capital account will receive payment in an M&A deal.
As published on Thu Vien Phap Luat, parties should review Circular 38/2026/TT-NHNN carefully before finalising the M&A deal.
Legal and tax counsel should work in parallel to make sure payment in an M&A deal is not delayed by missing tax clearance or valuation documents.
7. Coordinating buyers, sellers, and banks on closing day
On the day funds move, buyers and sellers should confirm the exact receiving account with the bank in advance, since a mismatch between the contract and the account details is a frequent cause of last-minute delays.
Where the deal involves escrow arrangements, the escrow agent should also be briefed on the investment capital account requirement, so funds are not accidentally routed outside the compliant channel.
For multi-tranche M&A deals, it helps to agree in advance how each tranche of payment in an M&A deal will be documented, so the bank can process subsequent payments faster once the first tranche has cleared review.
Buyers should also budget extra time for bank review when the foreign investor is based in a jurisdiction the bank flags for enhanced due diligence, since this can add several business days to the closing timeline.
8. What foreign buyers and sellers should know upfront
Foreign buyers acquiring a stake in a Vietnamese company should confirm with the target’s bank early which account will receive funds, since the target company’s investment capital account is usually the correct destination.
Sellers who are foreign investors exiting a Vietnamese business should start the tax clearance process well before closing, as this step often takes longer than either party initially expects.
Where financing for the deal comes from a foreign lender rather than the buyer’s own funds, that loan may itself be subject to separate registration requirements that run in parallel with the M&A payment process.
Deal teams that map out the banking, tax, and regulatory workstreams together from the start of negotiations tend to close faster than those that treat payment logistics as an afterthought.
Frequently asked questions
Must payment in an M&A deal go through the investment capital account?
Yes. Under Circular 38/2026/TT-NHNN, payment in an M&A deal transferring shares or capital to a foreign investor must go through the investment capital account.
Does the seller need tax clearance before receiving payment?
Yes, generally. Banks usually require proof of capital-gains tax payment before releasing payment in an M&A deal to a party located abroad.
Is an independent valuation mandatory for every M&A deal?
Not in every case, but it gives the bank a clear benchmark to verify that payment in an M&A deal matches the agreed transaction value when asked to confirm compliance.
Structuring payment in an M&A deal with a foreign investor?
IVLF advises on valuation, drafting transfer agreements, and ensuring payment in an M&A deal complies with Circular 38/2026/TT-NHNN and related tax obligations.
Related: Receiving Capital the Right Way via a BCC Contract with a Foreign Investor (2026).
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.
