11.08.2026 
Investors set out to buy a company in Vietnam when they require a registered legal entity complete with a corporate history and contracts in force, its own staff and operating infrastructure. A transfer of stakes or shares leaves that legal entity in place. Its tax and employment liabilities, its contractual commitments and any other obligations incurred earlier therefore continue to bind it after the change of owner.
Vietnamese law sets no single procedure for taking over a going concern. Four variables shape the route: the legal form of the target, its industry, the size of the foreign stake and any land rights it holds. This article examines how an acquirer takes over an entity already registered in the country, when the deal requires investment approval and which corporate actions follow completion. Legal due diligence and licences receive particular attention below, as do taxes and currency settlements and the risks to be identified before title passes.
An existing Vietnamese company or a new registration
Foreign buyers of an established company obtain a working legal entity together with its corporate history and workforce, its equipment and its settled relationships with counterparties. Control of the enterprise passes with the stakes or shares, as do the contract network, lease rights and certain items of intellectual property. A sector permit remains valid only where the rules of that industry do not require the holder to amend it after the change of owner.
Registering a company in Vietnam from scratch means creating a new corporate structure and, where the project involves foreign investment, completing the approvals that the law prescribes. This route excludes old tax debts and employment claims, along with any disputed transactions of former members. The investor then has to recruit staff and rent premises with its own resources, and to sign contracts, open bank accounts and secure permits.
Market-entry objectives govern the choice between the two options. Acquiring an active business in Vietnam is the advisable course where the interest lies in an operating production site or commercial network, in a client portfolio or in a project whose infrastructure is already in place. A purchase also reduces the number of operational steps needed to enter an industry with lengthy licensing, provided the existing documents remain in force.
Along with the enterprise, the buyer may acquire:
- contracts in force with customers and suppliers;
- employees, equipment and rights to use premises;
- registered trademarks, software and domain names;
- the investment project and permits registered to the legal entity;
- the history of its settlements with banks and state authorities.
Elevated risk attaches to an acquisition where the ownership information is opaque, where the members have not in fact paid in the declared capital and where the financial statements contain discrepancies. Tax arrears and breaches of employment rules are also grounds for abandoning the transaction, as are defective land documents and licences that do not match the planned operations. Remedying such defects often requires more resources than a new incorporation.
Incorporating from scratch is the course for an investor that needs no prior contracts or employees and no tangible assets. That model carries no historical obligations, although the investment and corporate procedures have to be completed anew, as does sector licensing. An existing company offers faster access to a going business only where its legal history is borne out by documents and carries no hidden risks.
The legal framework for acquiring a registered entity
Four sets of provisions frame the transaction: the Law on Investment, the Law on Enterprises, the regulations on registering legal entities and competition law. Law No. 143/2025/QH15 regulates investment procedures with effect from March 1, 2026. Enterprise registration rests on Decree No. 168/2025/ND-CP, which Decree No. 296/2026/ND-CP amended on July 23, 2026.
A foreign investor may buy into a registered company in Vietnam by taking a stake, acquiring shares or contributing additional capital. Alternatively, the parties may transfer individual assets while the enterprise itself stays with its current owners. Each structure carries its own set of permits and its own settlement procedure, and each determines how far obligations pass to the buyer.
Corporate structures available for an acquisition:
|
Structure |
Ownership profile |
How the interest transfers |
|
Single-member limited liability company (LLC) |
One individual or one legal entity |
Conversion of the structure is required once there is more than one owner |
|
Multi-member limited liability company |
2 to 50 members |
The remaining members usually hold a right of first refusal |
|
Joint stock company (JSC) |
3 or more shareholders |
The transfer is recorded in the register of shareholders |
|
Public joint stock company |
Shares traded or offered publicly |
Securities rules apply in addition |
Before a stake changes hands, the buyer checks the charter and confirms the seller's authority. It also checks the right of first refusal that the other members hold. In a multi-member company, the existing members receive the first offer of any capital being disposed of, unless the corporate documents or the law provide for an exception. Afterwards, the enterprise register records the new owners and the size of their contributions.
The JSC's status determines how its shares are acquired. In a non-public company, an entry in the register of shareholders, supported by the transaction documents, evidences the transfer. Deals with public issuers must in addition satisfy requirements on disclosure, public offers and economic concentration.
Foreign access follows the negative-list principle. A foreign buyer may take 100% of an operating business in sectors that carry no special restrictions. Conditional sectors involve ownership caps, requirements as to a local partner, experience, a licence or the amount of charter capital, or prior approval.
M&A in Vietnam requires registration before closing in these cases: a target running a conditional business line, a foreign stake above the prescribed threshold, and any rise in the foreign holding in a company already under foreign control. Land use rights held in border, coastal or island areas and other sensitive locations also trigger the same registration. An acquisition also undergoes review under the Law on Competition. The parties must file a notification if transaction value, assets, combined share of the relevant market or turnover are at or above the statutory thresholds. Closing a notifiable economic concentration before the regulator clears it exposes the parties to a fine and to demands to restructure the deal.
Vietnam due diligence before the purchase
Before signing, the investor must examine the target from the corporate and tax angles and review its licences and property. An acquisition of stakes preserves the legal personality of the organisation, so its old obligations stay with it after the change of control. Recording a new owner in the register does not discharge the company's liability to its creditors and employees or to state authorities.
Legal due diligence opens with the Enterprise Registration Certificate (ERC), the charter and the list of members or shareholders. Where the organisation implements a foreign investment project, its Investment Registration Certificate (IRC) comes under review as well. Beyond these, the examination includes resolutions of the governing bodies and the legal representative's authority; branches and corporate agreements; and data on ultimate beneficial owners.
The corporate review covers:
- evidence that the charter capital has actually been contributed;
- bank records of the initial and subsequent contributions;
- the history of transfers of stakes and shares;
- security interests, options and restrictions on disposal;
- powers of attorney and approvals of major transactions;
- consistency between the amount invested and the registration documents.
Reviewing the business means looking beyond the information in the state register. An entry recording declared capital does not prove that the money arrived or that a non-cash contribution changed hands. If a member has failed to perform its contribution obligation, the seller has no right to transfer to the buyer more rights than it actually holds.
Tax analysis extends to corporate income tax (CIT) and value added tax, to personal income tax and to obligations on payments to foreign contractors. The debt review includes returns and e-invoices, arrears and penalties and inspection findings. It also extends to losses carried forward and related-party transactions. Investment incentives receive a separate check, as their survival rests on the project, the territory and compliance with the prescribed conditions.
On the workforce side, due diligence covers the following obligations:
- employment contracts, wages and overtime;
- unused leave and compensation;
- social insurance (BHXH);
- health insurance (BHYT);
- unemployment insurance (BHTN);
- work permits for foreign specialists;
- pending disputes and planned redundancies.
The pre-purchase review must also extend to land and premises as well as to sector permits. Enterprises use land use rights without acquiring the plot as private property. The analysis examines the land's designated purpose, the term of the lease and any mortgage, then turns to the construction documents and environmental conditions and to whether the rights survive once a foreign party takes control.
Risks of buying a company in Vietnam also arise from contracts, loans and guarantees, from software and trademarks and from litigation. Under a change-of-control clause, the counterparty is entitled to terminate the agreement or to require its prior consent. A licence remains in force only for as long as the holder complies with the sector requirements on owners, capital, personnel and place of business.
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M&A in Vietnam: the stages of a transaction
Work begins with identifying a suitable target and the deal structure. The buyer may acquire a stake or shares in an operating enterprise, contribute additional capital or take over individual assets. That choice fixes which obligations pass, which registration procedures apply and what tax consequences arise. Minimising the legal and financial risk of buying a company in Vietnam depends on precisely these choices.
Here, the investor chooses the form of entry. Available forms are an LLC stake or JSC shares, a capital increase or an asset purchase. Where corporate rights are transferred, the enterprise keeps its obligations and contracts. The asset model allows the buyer to select individual property but requires the agreements, permits, lease rights and employment relationships to be re-executed. Next, the buyer checks whether foreign capital may enter the sector.
This stage establishes the permitted foreign stake and the sector requirements, along with the need for investment registration, an antitrust filing and creditor consent. Land rights receive a separate examination where the property lies in a sensitive area.
A preliminary agreement fixes the price, the payment terms, the seller's warranties and the grounds for withdrawal. In the agreement, the parties make closing conditional on permits being obtained and on the members waiving their rights of first refusal. Further conditions require encumbrances to be released and the licences preserved, with no new debts arising. A holdback of part of the price, an escrow arrangement and an indemnity for losses provide additional protection. Where the law prescribes it, this stage also includes preliminary investment registration.
The dossier consists of an application and the acquirer's passport or corporate documents, together with information on the target and the draft agreement. A calculation of the foreign stake and evidence of compliance with sector conditions complete it. Foreign documents require translation into Vietnamese and legalisation unless an international treaty exempts them from this procedure. The acquisition may proceed once the prescribed preconditions are satisfied.
At signing, the parties execute the capital or share transfer agreement, adopt the corporate resolutions and make payment through a channel that the State Bank of Vietnam permits. The enterprise's status, any IRC it has and the structure of foreign participation determine whether payment runs through a direct or an indirect investment capital account. A share purchase is complete once the acquirer is entered in the register of shareholders.
In an LLC, the update covers the members or the sole owner and if necessary the legal representative and the charter. The IRC requires amendment if the deal alters the investor, the capital amount or the project parameters.
No single statutory timeframe applies to completing the purchase. The overall term depends on investment approval and antitrust review, on the legalisation of documents, on any land holdings and on the need to reissue permits. Statutory periods for individual steps exclude preparing the dossier and responding to the registration authority's comments, so each stage needs its own estimate.
What an acquisition costs
How much it costs to buy a company in Vietnam cannot be reduced to a fixed sum. Vietnamese law sets no general price for a registered enterprise. The contract fixes the price, which reflects the assets, liabilities and financial performance of the target together with its licences and the extent of control transferred.
Valuing an existing company follows a legal and financial assessment. Net assets and debt bear on the consideration. So do revenue and profit, together with the equipment and land use rights. Client contracts, trademarks and software add value, and so do sector permits and a functioning commercial network.
The budget includes the following items, among others:
- the price of the stakes, shares or individual assets;
- state registration fees;
- translation and legalisation of foreign documents;
- legal and tax review;
- a financial audit and a valuation of the enterprise;
- advice on antitrust and sector regulation;
- bank screening of the parties and of the source of funds;
- updating of registration and permit documents.
Tax arrears, court claims, encumbrances and unconfirmed capital all reduce the price. In addition, the buyer estimates the cost of remedying breaches and restating the accounts. Where the contract value departs from the economic substance of the deal, the tax authority may check the valuation applied.
The number of approvals and the volume of foreign documents drive transaction costs. These costs include amending the ERC and adjusting the IRC, publishing corporate information and reissuing licences. Each administrative procedure carries its own official fee.
Completing the purchase also means paying for transaction support. Legal costs include the legal review and the drafting of the agreement and corporate resolutions, along with investment registration and bank compliance. On the financial side, the work consists of reviewing the accounts, valuing the capital and analysing transfer pricing.
Taxes on the acquisition of an operating business in Vietnam usually fall on the seller, but the contract and the law place certain withholding or reporting duties on the buyer or the target. Where assets change hands, the analysis also covers VAT and CIT on each item. An indirect sale of a foreign structure is likewise analysed for Vietnamese-source income.
Official fees must not be confused with the price of the corporate rights. To protect its budget, the buyer relies on price adjustments and escrow, on a holdback and on a tax indemnity. The price of an operating business is fixed after due diligence, taking account of the seller's warranties, the limits of liability and the period for bringing claims.
Taxation after the acquisition
A purchase of a company in Vietnam requires two separate tax calculations, one for the deal itself and one for the enterprise's future obligations. The tax treatment of a transfer of corporate rights varies with the status of the seller and the kind of asset transferred. After the change of owner, the legal entity continues to file returns for its operating activities.
Under Decree No. 320/2025/ND-CP, together with Circular No. 20/2026/TT-BTC and the Law on Corporate Income Tax, a foreign corporate seller pays a special rate of 2% of the gross capital transfer price where its transaction falls within their scope. That calculation allows no deduction for the original cost of the contribution or for the seller's expenses. Taxation of the deal also depends on whether the structure is direct or indirect and on any applicable double tax agreement.
Different rules apply to individuals:
- securities transfers, public-company shares among them, are taxed at 0.1% of the sale price;
- capital transfers, which cover LLC stakes and shares in a non-public JSC, are taxed at 20% of net income;
- net income is the disposal price less the documented acquisition cost and allowable expenses;
- the filing deadline varies with the category of transaction and the taxpayer's status.
Taxes after the acquisition include CIT, VAT and obligations on payments to foreign counterparties. CIT is levied at a standard 20%. Qualifying enterprises with annual revenue of up to VND 3 billion pay 15%. The rate is 17% for revenue above that level and up to VND 50 billion.
Investment projects obtain a reduced rate, an exemption or a later reduction only where they meet the prescribed criteria. A tax incentive does not automatically survive the purchase.
Principal tax rates:
|
Obligation |
Rate |
Conditions |
|
Capital transfer tax, foreign corporate seller |
2% |
Of the gross price, for transactions under the special regime |
|
Transfer of securities by an individual |
0.1% |
Of the sale price |
|
Transfer of capital by an individual |
20% |
Of documented net income |
|
CIT |
20% |
Standard regime |
|
CIT, small enterprise |
15% |
Revenue up to VND 3 billion |
|
CIT, small enterprise |
17% |
Revenue above VND 3 billion and up to VND 50 billion |
|
VAT |
0% |
Qualifying exports |
|
VAT |
5% |
Certain categories of goods and services |
|
VAT |
10% |
Standard regime |
|
VAT |
8% |
Temporary reduction for eligible transactions |
|
Investment income of a foreign individual |
5% |
On dividends, where the regime applies |
Payments to foreign contractors carry their own tax treatment. It applies to fees for services and to interest and royalties, as well as to equipment leases, construction and digital transactions. This foreign contractor tax regime combines the relevant VAT and CIT components. The type of payment determines the rate, and the local company usually withholds the tax when remitting income abroad.
Dividends distributed to a foreign corporate shareholder out of profits that have already borne CIT are, as a general rule, free of further withholding tax. A foreign individual pays 5% on investment income. Repatriation of profits takes place after the financial year has closed, once tax obligations have been met and the prescribed notification has been filed.
