Buying Shares in Vietnam: Foreign-Investor Approval Checks Before Closing

Before agreeing an unconditional share purchase in Vietnam, establish whether the foreign buyer can own the proposed stake and which approvals must precede the ownership change. An existing company’s registration and operating licences do not answer those questions.

Vietnam’s Investment Law No. 143/2025/QH15 took effect principally on 1 March 2026. Its acquisition-registration rules sit in Article 21, with procedures in Decree 96/2026/ND-CP. Do not build a closing timetable around a superseded law or assume every foreign acquisition needs the same filings. 1 2

Start with the target’s activities and the buyer’s ownership chain

Prepare a schedule matching registered business lines, actual revenue-generating activities and operating licences. Then check foreign-investor market access for each activity. Article 8 permits conditions covering ownership percentages, investment forms, operating scope, investor capacity and participating partners. A licence held by a domestically owned target is not proof that the same activity can continue under the proposed foreign ownership. 1

Distinguish the foreign market-access list from the list of conditional businesses applying more broadly. The acquisition trigger concerns an increase in foreign ownership in an activity subject to conditional foreign market access, not merely the presence of any licensed business. Decree 96 requires investors undertaking several restricted activities to satisfy the conditions for all of them. 1 2

Record the buyer’s jurisdiction and the treaty basis relied upon. Do not combine attractive clauses from different treaties without checking the applicable selection rules. For a multi-activity target, treaty ownership limits can require applying the lowest relevant ceiling. 2

Also map intermediate Vietnamese holding companies. Article 20 treats certain Vietnamese economic organisations as foreign investors for onward investment, including specified direct, indirect and combined ownership cases exceeding 50 per cent. A locally incorporated acquisition vehicle is therefore not automatically a domestic buyer. 1

Test the three prior-registration triggers separately

Article 21 requires registration before changing members or shareholders if any of these circumstances applies: 1

• The acquisition increases foreign investors’ ownership in a target carrying on activities subject to conditional foreign market access.
• Relevant foreign investors or Article 20 economic organisations move from ownership of 50 per cent or less to more than 50 per cent, or foreign ownership increases when it already exceeds 50 per cent.
• The target holds a land-use-right certificate in specified islands, border or coastal locations, or other areas affecting national defence and security.

The ownership test is more than 50 per cent, not “51 per cent or more”. Moving from 49 to 50 per cent does not, by itself, activate that ownership trigger. Moving from 50 to 50.5 per cent does. Increasing an existing foreign holding from 60 to 65 per cent also falls within the stated test. The activity and land triggers remain separate in every example. 1

Calculate the relevant holdings before and after the entire transaction, including subscriptions and transfers occurring together. Do not assess only the percentage purchased by one buyer. Treat a transfer between existing foreign shareholders differently from an increase in total foreign ownership, but still test land, market access and any sector-specific rules.

Investigate land beyond the registered office

Ask for the target’s land-use-right certificates and a complete site list. A registered office in an ordinary commercial building does not establish that the company has no sensitive land elsewhere. Article 21’s land trigger is framed around the target holding a certificate in the specified locations; it is not simply a test of whether the buyer plans to acquire real estate directly. 1

For each site, check the certificate holder, land-use purpose, term, payment arrangements, mortgages and correspondence with authorities. Separate land held by the target from premises leased from another owner. Both matter commercially, but they do not establish the same statutory facts.

Decree 96 provides specific treatment for organisations implementing projects in government-established industrial, export-processing, high-tech and economic zones within its defence, security and land-condition provision. Confirm the project’s formal zone status and how that provision applies. Do not convert it into a blanket exemption from the other acquisition triggers. 2

Where the security procedure applies, the investment registration authority seeks opinions from provincial military and police authorities. Put accurate land information into the filing rather than leaving the issue to a seller’s general assurance. 2

Keep merger notification and operating permissions separate

Foreign-investment registration is not competition clearance. First determine whether the deal constitutes an economic concentration, then assess notification independently. The Vietnam Competition Commission’s guidance confirms that ordinary enterprises use alternative thresholds, with any one potentially sufficient. 4

From 1 July 2026, the temporary general thresholds include Vietnamese assets or sales/purchase turnover of the relevant enterprise or affiliated group reaching VND 6 trillion, transaction value reaching VND 2 trillion, or combined relevant-market share reaching 20 per cent. Assets, turnover and market share use the preceding financial year. The transaction-value criterion does not apply to concentrations implemented outside Vietnam; financial businesses have separate thresholds. 3 4

These temporary provisions run through 28 February 2027, subject to earlier replacement by effective legislation. Recheck the regime for a later closing. Do not treat proposed restructuring exemptions as an available exemption without verifying enactment and commencement. 3 4

Separately examine operating licences, project approvals, financing documents and major contracts for ownership-change requirements. Record which permissions must exist before completion and which amendments can follow it. Public-company and stock-market transactions need securities-law analysis rather than assuming this private-company workflow is sufficient. 2

Turn the approval analysis into a closing sequence

Use a conditional agreement rather than completing the ownership transfer first and seeking approval afterwards. Decree 96’s registration dossier includes an agreement in principle, legal-status documents, ownership information before and after the deal, proposed transaction value, business activities and project information where applicable. Relevant land evidence is also required. 2

Assign responsibility for obtaining each document and dealing with authority questions. Define conditions precedent, an outside completion date, termination rights and who bears the consequences of an approval requiring a smaller stake or narrower operating scope. These are transaction-design choices, not assurances that approval will be granted.

Where prior registration is required, submit to the investment registration authority where the target has its head office, obtain the approval notification, then complete the applicable member or shareholder change procedures. Decree 96 expressly establishes investor rights and obligations when those change procedures are completed. Where no Article 21 trigger applies, the relevant enterprise-change procedures still remain. 2

Do not confuse this approval with an Investment Registration Certificate (IRC). Article 26 exempts investment through capital contribution or share/capital acquisition from the procedure for issuing an IRC. Existing project records may nevertheless need separate review for changes caused by the transaction. 1 For project-level background, see the Vietnam IRC guide.

Build the corporate handover around the target’s actual form, using the LLC and joint-stock company comparison for context. Confirm payment mechanics with the servicing bank separately; the Vietnam corporate banking guide covers the banking workstream, not acquisition approval.

Pre-signing checklist

• Reconcile registered activities, actual operations and foreign market-access conditions.
• Document the ownership chain and before-and-after capital percentages.
• Obtain land certificates and identify sensitive locations and formal zone status.
• Record investment, competition and sectoral approval conclusions separately.
• Agree document owners, conditions precedent and the enterprise-update sequence.

Focused questions before committing

Can a minority acquisition avoid prior registration?

Possibly, but the ownership threshold is only one test. Increased foreign ownership in a conditional market-access activity or a qualifying sensitive-land holding can trigger registration even for a minority stake. 1

Does approval cure the target’s historical licensing problems?

Do not rely on it to do so. The filing evaluates acquisition conditions; it is not a substitute for checking the target’s operating permissions and compliance. Make identified defects a separate remediation and contractual-protection workstream before committing to completion.

References

• 1 National Assembly: Investment Law No. 143/2025/QH15, Articles 8, 20, 21, 26 and 51
• 2 Government: Decree 96/2026/ND-CP, market-access provisions and Articles 74 to 76
• 3 Government: Resolution 66.18/2026/NQ-CP, Article 7 and competition appendix
• 4 Vietnam Competition Commission: Questions on notification obligations and procedures from 1 July 2026, 31 July 2026
• 5 National Assembly: Law 24/2026/QH16 amending the Investment Law, Articles 1 to 3