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(Published in Vietnam Investment Review, as part of the Vietnam M&A Forum 2025) According to Grant Thornton’s M&A Market Report for September 2025, Vietnam recorded 32 transactions in September alone, with an estimated total value of USD 762 million.
Real estate, logistics, infrastructure, industrial manufacturing, and consumer goods continue to be the leading sectors. To capitalize on these opportunities, investors must develop a clear understanding of Vietnam’s legal framework and transaction mechanisms.
Key Legal Considerations for Participating in M&A in Vietnam
M&A activities in Vietnam are governed by core legislation, including the 2015 Civil Code, the Law on Enterprises 2020 (as amended in 2025), the Law on Investment 2020 (as amended in 2025), the Law on Competition 2018, the Law on Securities 2019 (as amended in 2024), together with Vietnam’s international commitments.
Given their complexity, M&A transactions involve not only the transfer of ownership, but also offshore investment procedures, tax obligations, business valuation, and economic concentration control.
Foreign investors are generally treated on an equal footing with domestic investors, except in restricted or conditional business lines. This principle directly affects share acquisitions and capital contributions. Regulations on shareholder rights and changes in ownership also shape transaction structures. Accordingly, investors should carefully assess market access conditions and select an appropriate transaction structure before implementation.
Economic Concentration Control – A Critical Issue Requiring Special Attention
One of the most important regulatory aspects is the control of economic concentration. Large-scale M&A transactions may be subject to a review process to assess their competitive impact on the market.
If a transaction results in a combined market share of between 30% and 50% in a “relevant market,” the investor must notify the Competition and Consumer Protection Authority under the Ministry of Industry and Trade. Transactions that may lead to a combined market share exceeding 50% can be prohibited, except in certain special circumstances.
Therefore, assessing the target market is of paramount importance to ensure compliance with competition regulations. In practice, the determination of the “relevant market” remains inconsistent, exposing investors to regulatory uncertainty in the assessment approach adopted by competent authorities.
Licensing Procedures and Administrative Formalities
For foreign investors, one of the key aspects of M&A transactions is obtaining approval for the acquisition of equity interests, as well as completing post-transaction administrative procedures.
Although recent legislation in M&A-attractive sectors such as real estate and finance has introduced more flexible mechanisms, delays in issuing implementing decrees and circulars continue to create legal gaps, complicating transaction structuring and approval processes.
Procedures relating to investment, land, environment, and fire prevention and fighting often require engagement with multiple regulatory authorities, resulting in prolonged processing timelines.
Potential Risks in M&A Transactions in Vietnam
Despite the strong potential of Vietnam’s M&A market, foreign investors must remain cautious of risks that may affect the success of a transaction.
Legal Risks
Vietnam is undergoing an ongoing process of legal reform and system refinement. Frequent regulatory changes, particularly in investment and taxation, impose significant compliance pressure on investors. Such changes may directly affect both the M&A process and the post-M&A phase, especially where new regulations apply retroactively or lack clear transitional provisions.
In practice, there have been cases where projects were delayed or businesses were required to adjust their operating models due to an inability to adapt in time. Information provided by the target company may sometimes be incomplete or inaccurate. Investors should therefore conduct independent due diligence and cross-check documentation from multiple sources to mitigate risks.
Financial Risks
Business valuation remains a major challenge in M&A transactions. Incorrect valuation may lead investors to overpay relative to the company’s actual value. Many financial risks—such as non-performing debts, weak cash flows, or contingent liabilities—may not be fully identified during due diligence. Limited transparency in information and financial data further complicates the assessment of liabilities and risks.
Cultural and Management Risks
Differences in corporate culture and management styles can create difficulties during the post-transaction integration phase, requiring investors to prepare clear plans for human resources and operational integration.
Overall, Vietnam’s M&A market continues to grow strongly and remains one of the key destinations for foreign investors. However, to succeed, investors must undertake thorough legal preparation, understand ownership and competition regulations, and carefully assess financial and cultural risks throughout the transaction process.
Despite the challenges, with a clear offshore investment strategy and a deep understanding of the market, foreign investors can fully capitalize on the opportunities offered by Vietnam’s M&A landscape.
ASL Law is a leading full-service and independent Vietnamese law firm made up of experienced and talented lawyers. ASL Law is ranked as the top tier Law Firm in Vietnam by Legal500, Asia Law, WTR, and Asia Business Law Journal. Based in both Hanoi and Ho Chi Minh City in Vietnam, the firm’s main purpose is to provide the most practical, efficient and lawful advice to its domestic and international clients. If we can be of assistance, please email to [email protected].
ASL LAW is the top tier M&A law firm in Vietnam. If you need any advice, please contact us for further information or collaboration.
