What does the Investment Law 2026 change for foreign investors doing M&A in Vietnam?

The law, effective 1 March 2026, streamlines IRC/ERC procedures while introducing refreshed market‑access sector lists through Decree 96/2026. Foreign acquirers face new or modified ownership conditions in several sectors and must ensure their transactions comply with updated approval pathways and transitional rules.

Do I need to notify Vietnam merger‑control authorities, and what are the thresholds?

Yes, if the combined assets, revenue or market share of the merging parties exceed the prescribed financial or market‑share thresholds. The regime is suspensory, closing without NCC clearance constitutes gun‑jumping and is subject to fines and potential unwinding orders.

How will PIT changes affect share transfers and exit planning for foreign buyers?

The 2026 PIT amendments adjust the valuation basis for share‑transfer tax and tighten withholding‑at‑source obligations. Buyers and sellers should model exit tax under both the current and incoming rules, particularly where deferred consideration (earnouts, escrow) is involved. Worked examples comparing asset sales, direct share transfers and indirect offshore disposals are provided in the tax section above.

What simple steps reduce land‑use certificate risk in a real‑estate deal?

Verify the LUC is in the target’s name, confirm the permitted land‑use purpose matches the intended use, check for registered encumbrances and outstanding land‑rental arrears, require the seller to provide title indemnities and escrow holdbacks, and commission an independent boundary survey.

Which approvals are time‑critical and can delay closing?

Three approvals most commonly drive deal‑calendar risk: (1) merger‑control clearance from the NCC (allow for Phase II extension); (2) IRC amendment or issuance from the DPI (30–90 days); and (3) sector‑specific approvals, banking (State Bank), aviation (Ministry of Transport) or land‑use (provincial People’s Committee). Sequencing these in parallel, where regulations permit, is the single most effective way to compress timelines.

What penalties apply for gun‑jumping in Vietnam?

Gun‑jumping, implementing a concentration before receiving NCC clearance, can result in administrative fines, an order to reverse the transaction and personal liability for authorising officers. Mitigation measures include suspensive conditions precedent in the SPA, clean‑team protocols and strict interim operating covenants that prevent premature integration.

Can existing FDI projects avoid re‑issuing a new IRC under the 2026 law?

It depends on the project specifics. The transitional provisions allow existing projects to continue under their current IRC until a triggering event occurs, such as adding a restricted business line, changing ownership ratios or increasing registered capital beyond approved limits. Projects operating within their existing licensed scope should review their IRC against the new Decree 96 sector classifications to confirm no amendment is required.

M&a Vietnam Investment Law | Global Law Experts

Last updated: May 14, 2026

Vietnam’s M&A Vietnam investment law landscape shifted materially on 1 March 2026, when the new Investment Law and its principal implementing decree, Decree 96/2026/ND‑CP, took effect. Together with revised personal income tax (PIT) rules on share transfers and tighter merger‑control enforcement, the 2026 changes create a fundamentally different approval, tax and compliance environment for cross‑border acquirers, private equity sponsors and real‑estate investors. This guide delivers the deal‑level checklists, worked tax examples, merger‑control timelines and land‑title due‑diligence flags that in‑house counsel need to navigate transactions under the new regime. It distils the practical implications into a single reference so that buyers can decide whether, and how, to proceed with confidence.

Executive Summary, The Compliance Decision in 2026

Can cross‑border M&A still proceed? Yes, but conditionally. The Investment Law 2026 streamlines certain approval pathways while tightening others. Buyers who map the new requirements early in the deal process can avoid costly delays at signing or closing. Those who ignore the changes risk regulatory rejection, gun‑jumping penalties or unexpected tax liabilities on exit.

The five areas that demand immediate attention are:

Approvals and market access. Revised negative lists under Decree 96/2026 restrict or condition foreign ownership in additional sectors; the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC) processes have been reorganised.
Merger control and gun‑jumping. Enforcement activity is rising. Financial and market‑share notification thresholds remain in force, and the suspensory regime means closing without clearance is a sanctionable offence.
Share transfer tax. Amended PIT rules change the withholding calculus for direct and indirect share disposals, affecting both entry structuring and exit economics.
Land‑use certificate (LUC) risk. Acquisitions involving land‑using projects trigger additional approvals and expose buyers to title defects that standard corporate due diligence may miss.
Transitional provisions. Existing FDI projects may need IRC amendments to align with the 2026 regime, a ticking compliance clock.

Recommended immediate actions: (1) Map every target against the updated Decree 96 sector lists before issuing an LOI. (2) Run a merger‑control threshold analysis at the term‑sheet stage. (3) Model share‑transfer tax under both current and incoming PIT rules to inform pricing and structuring.

What Investment Law 2026 Changes Mean for Inbound M&A

The Investment Law 2026 (replacing the 2020 law and its amendments) reorganises the legal architecture governing how foreign investors enter, expand and exit the Vietnamese market. For M&A Vietnam investment law practitioners, the most consequential reforms fall into three categories: procedural streamlining of registration, recalibrated investment incentives and a refreshed market‑access framework administered through Decree 96/2026.

On the procedural side, the law consolidates several overlapping approval steps, particularly for share acquisitions that convert a domestic enterprise into a foreign‑invested enterprise (FIE). The intent is to reduce duplicative filings while strengthening post‑investment reporting. For incentives, the 2026 law narrows certain tax holidays but introduces targeted preferences for high‑tech manufacturing, green energy and semiconductor supply‑chain projects, a signal that Vietnam is prioritising strategic FDI over volume.

Decree 96/2026 is the operational backbone: its appendices contain the revised lists of sectors subject to market‑access conditions for foreign investors, sectors barred entirely, and sectors where foreign ownership caps apply. Buyers must cross‑reference these lists at the outset of every transaction.

Effective Dates and Transitional Rules

The Investment Law 2026 took effect on 1 March 2026. Decree 96/2026 was issued shortly thereafter and applies from the same date. A transitional chapter within the law provides that investment projects already licensed under the 2020 law continue to operate under their existing IRCs until their next scheduled amendment, unless a material change triggers the requirement to re‑register. Industry observers expect the practical effect to be a wave of IRC amendment applications throughout 2026 and into 2027 as projects encounter triggering events.

Which Existing FDI Projects Need Amendments or a New IRC

An existing project generally needs to amend its IRC when: (a) it proposes a new business line that falls within the updated Decree 96 restricted list; (b) it increases registered capital beyond the approved threshold; or (c) it changes its Vietnamese partner structure in a way that alters the foreign‑ownership ratio. Projects that are operating within their licensed scope and ownership parameters can continue without immediate amendment, but should review their IRC against the new sector classifications to confirm alignment.

Foreign Investor Approvals and Market Access Under M&A Vietnam Investment Law

Approval requirements differ significantly depending on the transaction structure. The table below summarises the three most common deal types and their respective obligations.

Transaction Type	Approval / Notification Required?	Typical Authority & Timeline
Acquisition of >50 % shares in an unlisted domestic company (non‑FDI → becomes FDI)	IRC / market‑access approval may be required if the company becomes an FIE or operates in a restricted sector; registration of the share transfer with the licensing body is mandatory.	Department of Planning & Investment (DPI) or relevant line ministry, 30–90 days depending on sector.
Asset acquisition of a project owning land‑use rights	Requires project‑transfer approvals, project‑assignment consent from the provincial authority, land‑use registration and potentially a new IRC.	Provincial DPI + land registry, 45–120 days (sector dependent).
Cross‑border acquisition where target passes merger‑control thresholds	Merger notification required; pre‑clearance must be obtained before closing under the suspensory regime.	National Competition Commission (NCC), statutory review period plus possible extension for complex cases.

The Decree 96 Negative List, Restricted Sectors and Practical Checks

Decree 96/2026 contains four appendices that classify sectors into: (i) prohibited for foreign investment; (ii) conditional (ownership cap or operating conditions); (iii) subject to market‑access commitments under international treaties (e.g., WTO, CPTPP, EVFTA); and (iv) unrestricted. Buyers should obtain a certified extract of the target’s business registration certificate and cross‑reference each registered business line against the Decree 96 appendices. Where a business line straddles a restricted category, early engagement with the DPI is advisable.

Sector‑Specific Approvals, Banking, Aviation and Real‑Estate Projects

Certain sectors carry additional gatekeepers. Acquisitions in banking require State Bank of Vietnam approval and compliance with separate foreign‑ownership caps. Aviation deals need Ministry of Transport and Civil Aviation Authority clearance. Real‑estate projects, particularly those involving land‑use rights, trigger provincial People’s Committee approvals and may require fresh land‑allocation or land‑lease documentation. Buyers should factor these sector‑specific timelines into the overall deal calendar from the LOI stage.

Merger Control and Gun‑Jumping Risk in Vietnam

Vietnam’s merger control regime, governed by the Competition Law and its implementing decrees, operates on a mandatory pre‑closing notification basis. A transaction must be notified to the National Competition Commission (NCC) if it meets any of the prescribed financial or market‑share thresholds, including combined total assets, combined revenue or combined market share of the parties in the relevant Vietnamese market.

The regime is suspensory: parties may not implement a concentration (i.e., close the deal) until they receive clearance. The standard review period runs from the date the NCC confirms a complete filing. A simplified (Phase I) review applies to transactions that do not raise competition concerns; complex cases proceed to Phase II with an extended review window. Throughout this process, the parties must refrain from conduct that could constitute gun‑jumping, including exchanging competitively sensitive information, integrating operations or exercising control over the target.

A practical compliance checklist for merger control in Vietnam includes:

Threshold check. Model combined assets, revenue and market share at the term‑sheet stage to determine whether notification is triggered.
Filing preparation. Begin assembling the notification dossier (market definitions, competitive overlap analysis, supporting financials) as soon as exclusivity is agreed.
Pre‑closing covenants. Include interim operating covenants in the SPA that restrict information exchange and integration activity between signing and closing.
Timeline management. Build NCC review time into the deal calendar, allow a realistic buffer for information requests and Phase II extension.
Condition precedent. Draft merger‑control clearance as an express condition precedent to closing, with a long‑stop date that accommodates a possible Phase II review.

Gun‑Jumping Penalties and Enforcement Practice

Gun‑jumping in Vietnam can result in administrative fines, an order to unwind the transaction and potential personal liability for officers who authorised the premature implementation. Early indications suggest that the NCC is increasing its enforcement focus, with a view to deterring pre‑clearance closing. The practical mitigation strategy is clear: include suspensive conditions in the SPA, establish clean‑team protocols for data exchange, and ensure that no operational integration (pricing decisions, personnel changes, customer communications) occurs before clearance is obtained.

Tax on Share Transfers and PIT Changes, Practical Worked Examples

The share transfer tax Vietnam regime is a critical variable in deal economics, and the 2026 amendments alter it in ways that affect both entry structuring and exit planning. Under the prevailing rules, a transfer of shares by a foreign individual is subject to PIT, typically assessed on the gross transfer price. Corporate sellers are subject to corporate income tax (CIT) on the capital gain. The 2026 PIT amendments adjust valuation bases and tighten withholding‑at‑source obligations, with further refinements expected to take effect in 2027.

Below are three worked examples illustrating how deal structure affects the tax outcome. All figures are simplified for clarity and assume a Vietnamese target with total equity of VND 100 billion.

Example A, Asset Sale

A foreign corporate buyer acquires the target’s business assets (excluding land‑use rights, which are separately assigned). The seller recognises a capital gain on the asset disposal and pays CIT at the standard rate on the difference between the sale price and the assets’ tax‑written‑down value. VAT may apply on certain asset categories. The buyer obtains a stepped‑up cost basis in the assets for future depreciation, a structuring advantage.

Example B, Direct Share Transfer (Domestic Seller, Individual)

A Vietnamese individual sells 100 % of shares in the target to a foreign PE fund. PIT applies to the individual seller, calculated as a percentage of the gross transfer price. The buyer (or the target company, depending on the withholding structure) is responsible for withholding and remitting the tax. Under the 2026 amendments, the valuation basis for determining the transfer price has been clarified, parties should ensure that the contractual purchase price is supportable by reference to the target’s financials and any independent valuation.

Example C, Indirect Sale via Offshore Seller

A foreign holding company disposes of its stake in an offshore SPV that holds 100 % of the Vietnamese target. Vietnam asserts taxing rights over such indirect transfers where the value of the Vietnamese assets constitutes a significant portion of the SPV’s total value. The tax is assessed on the capital gain attributable to the Vietnamese assets. Double‑taxation treaty relief may reduce or eliminate the Vietnamese tax liability, depending on the seller’s jurisdiction and the applicable treaty provisions, but treaty claims require careful documentation and advance coordination with the Vietnamese tax authorities.

Structuring Options for PE and Trade Buyers

Buyers evaluating cross‑border M&A Vietnam investment law structuring should consider the following mechanisms and their respective tax implications:

Earnout arrangements. Deferred purchase‑price components tied to post‑closing performance milestones. Tax treatment of earnout payments should be agreed with advisers before signing, there is a risk that earnout payments are recharacterised as additional transfer price, triggering incremental PIT or CIT.
Vendor loans. Seller‑financed structures where part of the purchase price is paid as a loan to be repaid from target cash flows. Interest withholding tax applies on payments to offshore lenders; transfer‑pricing rules govern the interest rate.
Escrow and holdback. Funds held in escrow pending satisfaction of post‑closing conditions (e.g., tax indemnity claims, warranty breaches). No immediate tax event on funds placed in escrow, but release of escrow funds to the seller constitutes receipt for tax purposes.

Real‑Estate Heavy Targets, Land‑Use Certificate and Title Risk

Vietnam’s land regime is distinctive: all land is owned by the State, and enterprises hold land‑use rights (LURs) evidenced by a land‑use certificate (LUC). For acquirers of targets with significant real‑estate holdings, the land‑use certificate risk Vietnam presents is one of the highest‑impact due‑diligence areas. Errors here can result in unenforceability of the buyer’s rights, inability to develop or transfer the land, or, in extreme cases, revocation of the LUR by the provincial People’s Committee.

Key due‑diligence steps include:

LUC verification. Confirm the LUC is issued in the target’s name (not a predecessor or related party) and that the permitted land‑use purpose matches the buyer’s intended use.
Encumbrance search. Check for registered mortgages, pledges, court orders or enforcement proceedings against the land.
Project approval alignment. Verify that the investment project approval, the land‑allocation or land‑lease decision and the LUC are consistent in terms of site area, use purpose, lease term and rental obligations.
Land rental payment status. Confirm that all land rental payments are current, arrears can trigger revocation of the LUR.
Environmental and planning compliance. Review any environmental impact assessment requirements and confirm that the site complies with the provincial master plan.

For a deeper analysis of how foreign individuals and organisations hold real‑estate rights in Vietnam, acquirers should review the specific ownership structures available under current law.

Red Flags and Mitigation Strategies

The following red flags warrant heightened scrutiny, and contractual protection, in any real‑estate heavy M&A transaction:

Mismatch between LUC area and actual site boundary. Engage a licensed surveyor to confirm boundaries and flag discrepancies before signing.
Expired or expiring land‑lease term. If the remaining lease term is shorter than the buyer’s investment horizon, negotiate a lease‑extension commitment (or an indemnity against non‑renewal) as a condition precedent.
Unregistered third‑party interests. Informal occupants, unrecorded sub‑leases or community‑use claims can delay development. Require the seller to deliver vacant possession warranties and indemnities.
Pending compulsory acquisition. Check provincial planning records for road‑widening, infrastructure or urban‑renewal projects that could result in partial or full compulsory acquisition of the site.

Mitigation tools include purchase‑price adjustments linked to title defects discovered post‑closing, escrow holdbacks releasing upon satisfactory title confirmation, and seller indemnities covering losses arising from pre‑existing title defects.

Practical M&A Playbook and Negotiation Drafting Flags, Vietnam M&A Checklist

The following Vietnam M&A checklist organises the key compliance and commercial steps by deal phase. Buyers should adapt it to the specific transaction structure and sector.

Pre‑LOI

Map target business lines against Decree 96/2026 sector lists.
Run preliminary merger‑control threshold analysis.
Identify whether the transaction converts the target into an FIE (triggering IRC requirements).
Engage Vietnamese legal counsel for initial regulatory feasibility assessment.

Between LOI and Signing

Complete corporate, tax, land‑title, environmental and regulatory due diligence.
Prepare merger‑control notification dossier (if triggered).
Model share‑transfer tax under current and incoming PIT rules; agree withholding mechanics.
Negotiate representations and warranties, prioritise title, tax compliance, regulatory status and pending litigation.
Draft conditions precedent: IRC amendment, merger‑control clearance, sector‑specific approvals.

Pre‑Closing

File merger‑control notification and track NCC review timeline.
Submit IRC amendment or new‑IRC application to DPI (if required).
Obtain sector‑specific approvals (banking, aviation, land‑use as applicable).
Confirm escrow and holdback arrangements are in place.

Closing and Post‑Closing

Execute share‑transfer documents, update enterprise registration and shareholder register.
Remit withholding tax on share‑transfer price within the statutory deadline.
File post‑closing notifications (DPI, tax authority, land registry if applicable).
Monitor earnout milestones, escrow release triggers and indemnity claim deadlines.

Acquirers evaluating opportunities across the region may also benefit from reviewing Vietnam business visa requirements for deal‑team personnel who will be travelling to Vietnam for due diligence and negotiations.

Conclusion, Recommended Next Steps for Cross‑Border M&A Vietnam Investment Law Compliance

The Investment Law 2026 and its implementing decrees do not close Vietnam to foreign acquirers, but they raise the compliance bar. Buyers who move early and methodically will secure a competitive advantage over those who treat regulatory approval as a late‑stage formality.

Prioritised next steps for 2026:

Sector‑screen every target against the Decree 96/2026 appendices before committing capital to due diligence.
Run merger‑control thresholds at the term‑sheet stage and factor NCC timelines into deal calendars.
Model tax outcomes under both current and incoming PIT rules, particularly for indirect‑transfer structures involving offshore SPVs.
Commission independent LUC verification for any target with material land‑use rights, and budget for survey and registry costs.
Engage specialist Vietnamese M&A counsel, consult the Global Law Experts lawyer directory for qualified practitioners with cross‑border deal experience.

Need Legal Advice?

This article was produced by Global Law Experts. For specialist advice on this topic, contact Hien Truc Nguyen at VILAF, a member of the Global Law Experts network.