M&A

M&A Procedures

According to the Law on Investment 2020, the Law on Enterprises 2020, and other relevant regulations, mergers and acquisitions (M&A) involving foreign elements in Vietnam are subject to investment registration procedures, enterprise registration amendments, and other legal procedures depending on the structure of the transaction and the parties involved.

FDI to Foreign Investors

Where a foreign investor acquires shares, capital contributions, or equity interests from a foreign-invested enterprise (FDI company), the parties may be required to conduct procedures for registration of capital contribution, share acquisition, or capital purchase with the investment registration authority prior to completing the transaction in accordance with investment regulations.

Upon completion of the transaction, the enterprise shall carry out procedures for amendment of enterprise registration information and registration of changes relating to investors, members, or shareholders in accordance with applicable laws.

Vietnam to Foreign Investors

Where a foreign investor acquires shares, capital contributions, or equity interests in a Vietnamese company, the transaction may be subject to procedures for approval of capital contribution, share acquisition, or investment approval prior to amendment of enterprise registration information, particularly for business sectors subject to market access conditions applicable to foreign investors.

In addition, the transaction may trigger obligations relating to market access conditions, competition control, tax obligations, and other specialized legal procedures.

FDI to Vietnam

Where a foreign-invested enterprise transfers shares, capital contributions, or assets to Vietnamese organizations or individuals, the enterprise is required to carry out procedures for amendment of the Investment Registration Certificate (IRC), amendment of the Enterprise Registration Certificate (ERC), and other related procedures in accordance with applicable laws.

BDC Lawfirm supports clients in transaction structuring, legal due diligence, drafting and negotiating transaction documents, conducting investment and enterprise registration procedures, and representing clients before competent authorities throughout the implementation of M&A transactions.