How long does M&A approval take in Vietnam?

The M&A Approval timeline depends on the sector and whether VCC notification is also required. VCC Phase 1 review takes 30 calendar days; a Phase 2 full assessment takes 90 calendar days, extendable by up to 60 days. Sectoral licence approvals range from 15 calendar days (simple e‑commerce registrations) to 180 calendar days (complex real estate projects). Refer to the timeline table above for sector‑specific estimates.

When is M&A Approval required for a share purchase or capital contribution?

M&A Approval is required under Investment Law No. 143/2025/QH15 whenever a foreign investor or foreign‑owned entity acquires shares or charter capital in a Vietnamese company operating in a conditional business line, or where the acquisition results in foreign ownership of 50 per cent or more, or grants the acquirer the right to appoint or replace key management.

What documents are needed for an M&A approval filing using the 2026 forms?

Parties must use the new Circular 55/2026/TT‑BTC form set. The core dossier includes the application form, covering letter, certified corporate documents of both investor and target, the executed SPA or capital contribution agreement, board and shareholder resolutions, audited financial statements and a power of attorney. Sector‑specific annexes (MOH, SBV, MOC, MOIT documents) and VCC filing annexes are added as applicable.

Do I also need to notify the Vietnam Competition Commission?

Yes, if the transaction meets any of the VCC’s numeric thresholds (combined total turnover, combined total assets, or transaction value, as updated on 1 July 2026) or results in a combined market share of 20 per cent or more in any relevant market. Pre‑notification is mandatory and parties may not close until clearance is obtained.

Can foreign‑to‑foreign transactions be subject to Vietnam merger control?

Yes. If the parties to an offshore transaction hold assets, generate revenues or command market share in Vietnam that meets the VCC notification thresholds, the transaction is caught by Vietnam’s merger‑control regime regardless of where the deal is structured or signed.

What happens if I miss a VCC notification or close before clearance?

Failure to notify, or closing before the review period expires, exposes the parties to administrative fines, a VCC investigation and, in serious cases, orders to unwind the transaction or accept behavioural or structural remedies. Where thresholds are borderline, engage specialist counsel to perform a definitive threshold analysis before proceeding to close.

How To Obtain M&A And Sectoral Approvals In Vietnam (2026)

Understanding how to obtain M&A and sectoral approvals in Vietnam (2026) is now essential for any foreign investor planning a share purchase, capital contribution or asset acquisition in one of the country’s regulated sectors. The approval landscape changed materially on 15 May 2026, when Circular 55/2026/TT‑BTC replaced earlier MPI investment forms with a new Ministry of Finance (MOF) form set, and again on 1 July 2026, when Vietnam raised several merger‑notification financial thresholds. This guide sets out, step by step, the filing workflow, required documents, realistic timelines and costs for four sectors that generate the most cross‑border deal activity, healthcare, fintech, real estate and e‑commerce, so that deal teams can plan submissions, avoid common delays and reach closing on schedule.

Overview of the M&A and Sectoral Approval Process

Three distinct regulatory tracks may apply to a single transaction in Vietnam. Identifying which tracks are triggered, and whether they run concurrently or sequentially, is the first planning decision the deal team must make.

M&A Approval (foreign investment clearance). Required under Investment Law No. 143/2025/QH15 and Decree 96/2026/ND‑CP whenever a foreign investor or foreign‑owned entity acquires charter capital or shares in a Vietnamese target, or where the acquisition gives the buyer the right to appoint or replace members of the target’s management. The competent authority is typically the provincial Department of Planning and Investment (DPI) or, for certain project‑based investments, the relevant line ministry.
Sectoral licence or consent. An additional layer that applies when the target operates in a conditionally licensed sector. Healthcare transactions require Ministry of Health (MOH) clearance; fintech and payment‑service deals require State Bank of Vietnam (SBV) approval; real estate projects involve the Ministry of Construction (MOC), the Ministry of Natural Resources and Environment (MONRE) and provincial People’s Committees; and e‑commerce platforms must register with the Ministry of Industry and Trade (MOIT).
VCC merger‑control notification. Under the Competition Law and its implementing decrees, any economic concentration meeting specified thresholds, transaction value, combined total assets, combined total turnover or a combined market share of 20 per cent or more, must be pre‑notified to the Viet Nam Competition Commission (VCC). Parties may not close until clearance is obtained or the Phase 1 review period expires.

The typical workflow follows this sequence: (1) pre‑filing due diligence and internal approvals → (2) screening for sectoral licence requirements and VCC thresholds → (3) preparation of Circular 55/2026 forms and sectoral application packs → (4) simultaneous or staged submissions to the DPI, relevant ministries and the VCC → (5) post‑approval registry updates. Each step is unpacked in the sections that follow.

Eligibility and Prerequisites for M&A and Sectoral Approvals in Vietnam

Before assembling any filing, the deal team must confirm which approval tracks are triggered and whether the investor qualifies as a “foreign investor” for regulatory purposes.

Who counts as a “foreign investor”

Under Investment Law No. 143/2025/QH15, a foreign investor is any individual holding foreign nationality or any organisation established under a foreign jurisdiction. A Vietnamese entity is treated as foreign‑owned, and therefore subject to the M&A Approval requirement, if foreign investors hold more than 50 per cent of its charter capital. This classification matters because a foreign‑owned Vietnamese company acquiring shares in another Vietnamese company must still obtain M&A Approval as though it were a direct foreign acquirer.

M&A Approval triggers

M&A Approval is required when a foreign investor or foreign‑owned entity proposes to:

Contribute capital to, or purchase shares or a capital contribution in, a Vietnamese company where the target operates in a business line subject to conditions for foreign investors;
Acquire shares or a capital contribution that results in the foreign investor (or combined foreign investors) holding 50 per cent or more of the target’s charter capital; or
Increase the foreign ownership ratio in the target above a threshold that gives the acquirer the right to appoint or replace key management positions.

Sectoral licensing triggers by sector

Healthcare (MOH). Transactions involving hospitals, clinics, pharmaceutical manufacturing or drug distribution trigger MOH facility licensing and professional‑licence reviews.
Fintech / payment services (SBV). Acquisitions of payment intermediary service providers, e‑money platforms or digital wallet operators require SBV licensing or registration, including technical security and capital adequacy assessments.
Real estate (MOC / MONRE / People’s Committee). Deals involving land use rights, housing projects or developer licence transfers require consents from provincial People’s Committees, MOC and MONRE.
E‑commerce (MOIT). Platforms operating e‑commerce trading floors or providing online marketplace services must register with the Vietnam E‑commerce and Digital Economy Agency under MOIT; restricted‑goods trades may need additional approvals.

When both sectoral licence and M&A Approval are required

In practice, these processes are not mutually exclusive. A foreign investor acquiring a controlling stake in a fintech company, for example, must obtain both M&A Approval from the DPI and SBV licensing consent. The two filings can generally proceed in parallel, the DPI will often coordinate with the line ministry, but deal teams should confirm sequencing with the competent DPI before submission because certain provinces require sectoral consent to be obtained before the DPI issues its approval.

Step‑by‑Step Procedure to Obtain M&A and Sectoral Approvals

The following five steps present the end‑to‑end filing workflow for obtaining M&A Approval in Vietnam, integrated with the sectoral licence and VCC notification processes.

Step	Who does it	Typical duration
1. Pre‑filing due diligence & internal approvals	Deal team / external counsel / target management	1–3 weeks
2. Screening: sectoral & VCC tests	Counsel / regulatory specialist	2–5 working days; plus 1–2 weeks for market‑share analysis
3. Prepare Circular 55/2026 forms & sectoral packs	Counsel / deal document team	1–2 weeks (may overlap with due diligence)
4. Submit sectoral applications and VCC notification	Investor / local agent / competent authorities	15–180 calendar days (sector‑dependent; VCC Phase 1 = 30 days)
5. Post‑approval registry updates	Company / local counsel	5–20 working days

Step 1: Conduct pre‑filing due diligence and obtain internal approvals

Before any form is completed, the deal team must assemble the underlying transaction documents and corporate records of both the investor and the target. This includes the target’s Enterprise Registration Certificate (ERC) or Investment Registration Certificate (IRC), current shareholder register, charter, board and shareholder resolutions authorising the transaction, existing sectoral licences and, where relevant, land use rights certificates (Sổ hồng). The investor’s incorporation documents must be apostilled or consular‑legalised if issued outside Vietnam and translated into Vietnamese by a certified translator. Audited financial statements of both parties for the most recent fiscal year should be obtained at this stage, they will be needed for VCC threshold calculations and for sector regulators reviewing capital adequacy.

Step 2: Screen for sectoral licence requirements and VCC filing test

With corporate records in hand, counsel screens the transaction against two checklists. First, does the target hold a conditional business licence in healthcare, fintech, real estate or e‑commerce that triggers a sectoral consent requirement? Second, does the transaction meet any of the VCC notification thresholds, combined transaction value, combined total assets in Vietnam, combined total turnover in Vietnam, or a combined market share of 20 per cent or more in any relevant market? The financial thresholds were increased on 1 July 2026 (see the “What Changed in 2026” section below), so deal teams must apply the current threshold values.

Where the combined market‑share test is relevant, an economic consultant may be needed to prepare market definition and share evidence, this analysis typically takes one to two weeks and should begin as early as possible.

Step 3: Prepare Circular 55/2026 forms and sectoral application packs

All M&A Approval applications filed from 15 May 2026 must use the new form set issued under Circular 55/2026/TT‑BTC. These MOF forms replaced the prior MPI investment forms and introduced additional mandatory annexes covering investor background, transaction structure diagrams and compliance commitments. The application form must be signed, stamped and accompanied by certified translations of all foreign‑language documents.

Simultaneously, the deal team prepares sector‑specific application packs for the relevant ministry or regulator:

Healthcare (MOH): facility licence application, copies of professional licences for chief physicians, environmental and waste disposal consents (if applicable), and a clinical operations plan.
Fintech (SBV): payment intermediary registration or PI licence application, technical security plan, capital adequacy evidence and a compliance programme.
Real estate (MOC / MONRE): land use rights documentation, developer licence copies, planning consents and evidence that no encumbrances exist over the relevant land.
E‑commerce (MOIT): e‑commerce platform registration form, consumer protection plan and, where restricted goods are traded, cross‑border trade approvals.

Each pack should include a covering letter from the investor explaining the transaction structure and the specific approvals requested.

Step 4: Submit applications and VCC notification

Where both M&A Approval and a sectoral licence are required, submissions to the DPI and to the sector ministry can generally proceed in parallel. The DPI will typically coordinate with the line ministry before issuing its decision. If VCC notification is also required, it should be filed at the same time: the VCC operates on a separate statutory clock and parties are prohibited from closing until Phase 1 clearance is obtained or the 30‑calendar‑day review period expires without objection.

During the review period, both the DPI and sector regulators may issue requests for supplementary information (RFIs). Each RFI pauses the statutory clock until the parties respond, so responses should be prepared and submitted within five to seven working days to minimise delay. Common RFI topics include clarification of beneficial ownership chains, updated financial data, proof of technical capability (fintech and healthcare) and additional market‑share evidence (VCC).

If the VCC determines that a Phase 2 (full assessment) is necessary, typically in transactions involving concentrated markets or where behavioural remedies are proposed, the additional review period is 90 calendar days, extendable by up to 60 days in complex cases.

Step 5: Complete post‑approval registry updates

Once all approvals and clearances are obtained, the parties must complete several post‑closing registry tasks: amend the target’s ERC or IRC to reflect the new shareholder structure; update the company register with the provincial DPI; file amended tax registrations with the General Department of Taxation; and, for real estate transactions, register the transfer of land use rights with the local land registry office. These post‑approval steps typically take five to twenty working days depending on the province and the complexity of the changes.

Required Documents for M&A and Sectoral Approvals in Vietnam

The table below consolidates the master document checklist for a typical cross‑border M&A filing. Sector‑specific annexes follow.

Document	Notes
Application form (Circular 55/2026 form set)	New MOF form issued under Circular 55/2026/TT‑BTC. Signed and stamped; attach certified translations and notarisation as required.
Covering letter from investor / buyer	Signed, with company seal. Describe transaction structure and list requested approvals.
Corporate documents of investor (certificate of incorporation, charter, shareholder register)	Certified copy. Apostille or consular legalisation for foreign documents. Translated to Vietnamese.
Corporate documents of target (ERC / IRC)	Issued by provincial DPI, certified copy.
Share Purchase Agreement / Capital Contribution Agreement	Executed original or certified copy. Vietnamese summary required if English original.
Board / shareholder resolution authorising transaction	Certified minutes; powers of attorney where applicable.
Audited financial statements (investor and target, last fiscal year)	Signed by auditor. Used for VCC threshold tests and capital adequacy checks.
Land use rights certificate (Sổ hồng)	Required for real estate transactions. Issued by MONRE or local land registry.
Sectoral licences / operational permits	Copies with recent amendments (MOH, SBV, MOIT, MOC). Include draft licence application if not yet approved.
Power of Attorney for local representative	Notarised and legalised / apostilled.
AML / KYC declarations and investor background	As requested by sector regulators for foreign investors.
VCC filing annexes (market share data, transaction value computation)	Quantitative market share evidence with sources and methodology.

Sector‑specific document annexes

Healthcare (MOH). Facility licence application; clinical operation approvals; professional licences for chief physicians; pharmacy licences (if relevant); environmental and waste disposal consents.
Fintech (SBV). Payment intermediary registration or PI licence application; e‑money authorisation (if applicable); technical security plan; capital adequacy evidence; compliance programme.
Real estate (MOC / MONRE / People’s Committee). Land use rights documentation; developer licences; planning consents; evidence of no encumbrances; environmental impact assessment (where required).
E‑commerce (MOIT). E‑commerce platform registration form; consumer protection plan; cross‑border trade approvals for restricted goods.

All foreign‑language documents must be translated into Vietnamese by a certified translator, and originals must be apostilled or consular‑legalised before submission. Using the wrong form version, specifically, using pre‑2026 MPI forms instead of the new Circular 55/2026 MOF forms, is one of the most common causes of returned filings and should be avoided by confirming form codes against the MOF’s published list.

M&A Approval Timeline and Key Deadlines

Realistic planning requires sector‑specific timeline estimates. The table below consolidates expected review durations across the four focus sectors and the VCC.

Filing / action	Competent authority	Typical duration	Notes / common delays
VCC Phase 1 (preliminary review)	Viet Nam Competition Commission	30 calendar days	Clock stops on RFIs. Parties cannot close during review.
VCC Phase 2 (full assessment)	Viet Nam Competition Commission	90 calendar days + up to 60‑day extension	Triggered in concentrated markets or where remedies are proposed.
MOH hospital / clinic licence approval	Ministry of Health / Provincial Health Department	45–90 calendar days	On‑site inspections and local approvals often extend timing.
SBV payment intermediary registration	State Bank of Vietnam	60–120 calendar days	Detailed capital and technical security checks; longer for novel PSP models.
Real estate developer / project approval	Provincial People’s Committee / MONRE / MOC	60–180 calendar days	Land conversion, public notices and environmental approvals lengthen duration.
MOIT e‑commerce registration	MOIT / Vietnam E‑commerce & Digital Economy Agency	15–45 calendar days	Simple platforms processed faster; regulated goods add steps.

Several concurrency rules are critical:

VCC standstill obligation. Parties must not implement the transaction until VCC clearance is obtained or the Phase 1 period expires. Closing before clearance risks administrative fines and potential unwinding orders.
Sectoral inspection buffers. MOH and SBV reviews frequently involve on‑site inspections or requests for technical demonstrations. Build a buffer of 30–60 days into the deal timetable.
Circular 55/2026 form compliance. Using superseded form versions will trigger an RFI or outright return of the dossier. Confirm current form codes against the MOF’s published list before submission.

Costs, Fees and Tax Considerations

Government filing fees for M&A and sectoral approvals in Vietnam are generally modest, but professional service costs, particularly for VCC market‑share analysis and multi‑authority filings, can be significant. The table below provides indicative cost ranges.

Item	Indicative amount	Notes
VCC filing administrative fee	Minimal / nil (verify with VCC)	Administrative fines apply for late or failed notification.
MOH / MOIT / MOC sectoral application fee	Administrative fee per dossier (varies by province and licence type)	Confirm locally with the relevant provincial department.
Notarisation / legalisation / translation per document	VND 200,000–1,500,000 per document (approx. USD 8–60)	Higher where apostille or consular legalisation is required.
External counsel, transactional filing support	USD 3,000–30,000+	Higher for fintech, healthcare and complex multi‑authority submissions.
Market‑share / economic consultant (VCC dossier)	USD 5,000–50,000	Required where market definition and data collection are complex.

On tax considerations, deal teams should note that the tax treatment differs materially between share acquisitions and asset acquisitions. Share sales by a foreign seller are subject to corporate income tax on capital gains. Asset sales may attract VAT and stamp duty. Bargain‑element transactions, where the purchase price is below fair market value, can trigger deemed income assessments. Early engagement of Vietnamese tax counsel is strongly recommended, and the transaction structure should be reviewed against the latest guidance from the General Department of Taxation.

What Changed in 2026: Circular 55 and Updated Merger Thresholds

Two regulatory changes in 2026 directly affect how to obtain M&A and sectoral approvals in Vietnam.

Circular 55/2026/TT‑BTC (effective 15 May 2026). The Ministry of Finance issued a new set of investment and M&A application forms, replacing the older MPI form set. The new forms add mandatory annexes covering investor background disclosures, transaction structure diagrams and compliance commitments. All filings submitted from 15 May 2026 must use the updated form numbers and annex structure published by the MOF. Submissions on superseded forms are being returned.

Merger‑notification threshold increases (effective 1 July 2026). Vietnam raised several of the financial thresholds for VCC merger‑control notification, including thresholds based on combined total turnover in Vietnam, combined total assets and transaction value. The combined market‑share test of 20 per cent remains unchanged. The likely practical effect is that some transactions that previously triggered VCC notification on financial grounds alone may now fall below the numeric thresholds. However, the combined market‑share test still captures sectoral concentration, so deal teams should always perform both the numeric and the market‑share analysis before concluding that no notification is required.

Common Pitfalls and How to Avoid Them

Using pre‑2026 forms. Filing on superseded MPI forms triggers a return and restarts the statutory clock. Confirm form codes against the MOF’s Circular 55/2026 published list before each submission.
Ignoring the VCC combined market‑share test. Even if numeric thresholds are not met, a combined market share of 20 per cent or more still triggers notification. Commission a market share screen early in the deal process.
Missing local or provincial consents (real estate). Provincial People’s Committee and MONRE consents are frequently overlooked in cross‑border deals. Engage local counsel and complete land due diligence before structuring the transaction.
Underestimating SBV technical and capital checks (fintech). SBV reviews of payment intermediary applications include detailed technical security assessments and capital adequacy verification. Prepare technical documentation and proof of capital well before filing.
Failure to translate and notarise foreign documents. All foreign‑language documents must be translated into Vietnamese and apostilled or consular‑legalised. Maintain a legalisation checklist and allow two to three weeks for apostille processing in the investor’s home jurisdiction.

Need Legal Advice?

This article was produced by Global Law Experts. For specialist advice on this topic, contact TRAN DINH CHIEN at AVB Lawyers, a member of the Global Law Experts network.