Guidelines for M&A Procedures Between Vietnamese Enterprises and FDI Investors
As foreign direct investment (FDI) continues to grow rapidly, mergers and acquisitions (M&A) between Vietnamese companies and foreign investors have become a popular choice to expand operations, optimize resources, and enter new markets efficiently. However, the M&A procedures involving FDI investors are far more complex than domestic transactions. So, what must enterprises prepare, what are the key legal steps, and which risks should be carefully considered?
Overview of M&A Procedures Between Vietnamese Enterprises and FDI Investors
M&A (Mergers and Acquisitions) is a common investment method that allows FDI investors to quickly enter the Vietnamese market without establishing a new legal entity. Due to the foreign element involved, this type of transaction is subject to concurrent regulations under the Law on Investment, Law on Enterprises, and related sectoral laws.
Conditions for FDI Investors to Participate in M&A in Vietnam
Foreign investors may purchase shares or capital contributions in a Vietnamese enterprise only if they meet the following conditions:
The target company’s business lines are not on the list of prohibited or restricted sectors for foreign investors.
The foreign ownership ratio does not exceed limits under WTO commitments or Vietnamese law (e.g., logistics, advertising, e-commerce, telecommunications).
The transaction does not create a market-dominant enterprise without prior approval from the National Competition Authority.
Required Documents for M&A Transactions Involving FDI
Typical documentation includes:
Enterprise registration certificate and company charter of the Vietnamese entity.
Capital/share transfer agreement.
Financial statements and list of existing shareholders.
Legal documents of the foreign investor (business license, passport, financial capability report).
Approval letter from the investment registration authority (if applicable).
M&A Process Between Vietnamese Enterprises and FDI Investors
Unlike domestic M&A, FDI-involved transactions require an additional step — registration or approval for capital purchase at the Department of Planning and Investment (DPI).
Main Steps in the FDI M&A Process
Legal Due Diligence – Assessing the target’s legal and financial status to uncover risks.
Investment Approval – If purchasing more than 50% or in conditional sectors, submit to DPI for approval (15–25 working days).
Contract Signing and Capital Transfer – Execute transfer agreements and update ownership details.
Enterprise Registration Update – Submit adjusted business registration to record new investors and ownership structure.
Key Notes
Verify maximum foreign ownership ratio.
Fulfill tax obligations from the transfer.
Review international payment terms to comply with foreign exchange rules.
Seek professional M&A legal consulting services for compliance and transparency.
DEDICA Law – The Optimal Partner for FDI M&A Transactions
DEDICA Law, a professional law firm based in Ho Chi Minh City, has extensive experience in M&A and foreign investment advisory. Our expert lawyers assist clients through every stage — from legal review to registration and post-transaction consulting.
Contact DEDICA Law Today!
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