Ho Chi Minh City, 4 July 2025
Indochine Counsel is proud to share our contribution to the Law Firm Network (LFN) Global Legal Guide 2025 – Frequent Questions Relating to M&A Transactions and Corporate Matters. Authored by Ms. Le Mai Phuong, Managing Associate | Hanoi Office and Mr. Pham Hoang Vu, Associate | Deputy Head of Projects & Infrastructure, this chapter offers essential legal insights into M&A transactions in Vietnam, helping investors, multinational corporations, and advisors navigate Vietnam’s evolving regulatory landscape with confidence.
As Vietnam continues to attract foreign investment and drive regional M&A activity, understanding local rules, approval processes, and compliance obligations is critical.
In the Vietnam chapter, our authors provide detailed answers to some of the most frequently asked questions about mergers, acquisitions, and corporate matters in Vietnam, including:
M&A Approvals and Regulatory Clearance
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M&A Approval Requirements: When foreign investors must obtain M&A Approval (e.g., crossing ownership thresholds, restricted sectors, sensitive land use).
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Competition Clearance: Economic concentration thresholds triggering pre-transaction notification under Vietnam’s Law on Competition.
Example: Any acquisition increasing foreign ownership beyond 50% or involving land use in border areas requires prior approval from the Department of Finance or the relevant Management Board.
Transaction Documentation and Structuring
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Use of Share Sale and Purchase Agreements (SPA) for JSCs and Capital Contribution Transfer Agreements (CCTA) for LLCs.
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Pre-closing and post-closing covenants, escrow arrangements with Vietnamese banks, disclosure letters, and tax representations.
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Bilingual agreements and prevailing language clauses to ensure enforceability.
Foreign Investment Considerations
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Investment Registration Certificates (IRC) and Enterprise Registration Certificates (ERC) when establishing a foreign-invested enterprise (FIE).
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Ownership thresholds, notification obligations, and compliance with foreign exchange controls.
Dispute Resolution and Governing Law
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Flexibility to choose foreign law and arbitration (e.g., SIAC, ICC), with Vietnam as a New York Convention signatory.
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Enforceability of foreign arbitral awards through Vietnamese courts.
Employment and Corporate Compliance
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Employee rights during ownership changes.
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Annual compliance requirements for tax, accounting, labor, and foreign investment reporting.
To explore the complete publication, access the guide here: LFN Corporate and M&A Legal Guide 2025
About Indochine Counsel
As a leading Vietnamese business law firm, Indochine Counsel advises on complex domestic and cross-border transactions, regulatory compliance, and strategic investments across industries. Our M&A and Corporate teams regularly support multinational clients in navigating Vietnam’s legal framework with clarity and precision.
Learn more about our M&A services.
Frequently Asked Questions about M&A in Vietnam
What is M&A Approval in Vietnam?
M&A Approval is the regulatory consent required from the Department of Finance or the relevant Management Board when foreign investors acquire ownership in Vietnamese companies beyond specific thresholds, engage in restricted sectors, or acquire land in sensitive areas.
Are escrow arrangements common in Vietnamese M&A deals?
Yes. Escrow accounts with licensed Vietnamese banks are frequently used to secure deferred payments and indemnities. Agreements are typically structured as tripartite contracts between the buyer, seller, and escrow bank.
Can M&A documents be drafted in English?
Yes. English-only or bilingual (English-Vietnamese) agreements are common. For regulatory filings, Vietnamese-language documents are required.
Is international arbitration enforceable in Vietnam?
Yes. Vietnam is a signatory to the New York Convention. Foreign arbitral awards are generally recognized and enforceable by Vietnamese courts.
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Ready to Discuss Your Transaction? Whether you are planning an acquisition, considering a joint venture, or need guidance on corporate compliance in Vietnam, our team is here to help.
Contact our M&A specialists today to arrange a consultation or request tailored advice!
Email: info@indochinecounsel.com
Tel: +84 28 3823 9640
