LHD Law Firm: Your Trusted Partner in Legal Success

According to the rankings of Legal500 and Hg.org, LHD Law Firm is one of the 10 leading legal services in Vietnam for our consultancy of establishing a foreign-owned capital business in our country. With 15 years of experience in the field and the office system throughout the country: Ho Chi Minh City, Hanoi, Da Nang, Vung Tau, etc., LHD Law Firm takes pride in our commitment to satisfying our clients as foreign investors in Vietnam.

With 15 years of experience in consulting foreign companies, LHD Law Firm has advised more than 6889 successful investment projects in Vietnam with a capital of more than 5 billion USD and clients from 32 countries…

Mergers and Acquisitions (M&A) in Vietnam have been growing rapidly, driven by a strong economy, foreign direct investment (FDI), and government policies that encourage business consolidation. Both domestic and international investors see Vietnam as an attractive market for M&A activities, particularly in industries like finance, real estate, retail, and manufacturing.

1. Key Drivers of M&A in Vietnam

✅ Economic Growth – Vietnam’s stable GDP growth attracts investors.

✅ Foreign Investment – Government policies allow foreign investors to acquire stakes in Vietnamese companies.

✅ Privatization of State-Owned Enterprises (SOEs) – The Vietnamese government is selling shares in SOEs to encourage private sector growth.

✅ Growing Consumer Market – Rising middle-class demand fuels M&A in retail, e-commerce, and banking sectors.

✅ ASEAN & Trade Agreements – Free trade agreements (FTAs) improve market access for foreign investors.

2. Forms of M&A in Vietnam

🔹 Share Acquisition – Investors buy shares in an existing company (majority or minority stake).

🔹 Asset Acquisition – Buying assets, such as factories, land, or business operations, without acquiring the company itself.

🔹 Merger – Two or more companies combine to form a new entity.

🔹 Joint Venture (JV) – Foreign and local companies partner for strategic expansion.

3. M&A Process in Vietnam

Step 1: Due Diligence

✔ Review the target company’s financial, legal, and operational status.

✔ Identify risks, including liabilities, compliance issues, and tax obligations.

Step 2: Negotiation & Agreement

✔ Define transaction structure (share vs. asset purchase).

✔ Draft a Letter of Intent (LOI) and conduct valuations.

Step 3: Regulatory Approvals

✔ Foreign investors may need approval from the Ministry of Planning and Investment (MPI) or sector-specific authorities.

✔ Transactions involving over 50% foreign ownership require additional approvals.

Step 4: Contract Signing & Payment

✔ Sign Share Purchase Agreement (SPA) or Asset Purchase Agreement (APA).

✔ Transfer payments and legal ownership.

Step 5: Post-Merger Integration

✔ Rebrand, restructure, or integrate operations to align with new business goals.

4. Legal & Regulatory Considerations

📌 Law on Enterprises & Investment Law – Governs M&A transactions.

📌 Competition Law – M&A deals that significantly impact market competition require approval from the Vietnam Competition Authority.

📌 Foreign Ownership Restrictions – Some sectors (e.g., banking, media) limit foreign ownership percentages.

📌 Taxation & Compliance – Capital gains tax, VAT, and corporate tax implications must be reviewed.

5. Challenges in M&A Transactions

⚠ Regulatory Complexity – Multiple approvals may be needed.

⚠ Cultural & Management Differences – Integration challenges in cross-border M&As.

⚠ Financial Transparency Issues – Due diligence can be difficult due to accounting differences.

⚠ Political & Economic Risks – Government policies and economic shifts may impact transactions.

6. Key Sectors for M&A in Vietnam

🏦 Banking & Finance – Foreign banks acquiring stakes in local banks.

🏭 Manufacturing & Industrial – M&A in electronics, textiles, and automobiles.

🛒 Retail & E-commerce – Foreign investors expanding in Vietnam’s digital economy.

🏢 Real Estate & Hospitality – Developers acquiring land and hotel chains.

💊 Healthcare & Pharmaceuticals – Growing demand for medical services and drugs.

7. Recent M&A Trends in Vietnam

✔ Increased Foreign Participation – Investors from Japan, South Korea, and Singapore lead M&A deals.

✔ Technology & E-commerce Boom – Vietnam’s digital economy attracts major acquisitions.

✔ SOE Privatization – Government divestments create opportunities for private investors.

✔ Sustainability & ESG Focus – Green energy and sustainable businesses see rising M&A interest.

M&A in Vietnam offers vast opportunities but requires careful legal and financial planning. Investors should conduct thorough due diligence and seek professional advice to navigate regulatory challenges.

LHD LAW FIRM

1. HP Tower, 60 (Floor 7) Nguyen Van Thu Street, Dakao Ward, District 1, HCM City, Viet Nam
2. +842822446739
3. [email protected]
4. Anh Minh Tower, 36 (Floor 4) Hoang Cau Street, O Cho Dua Ward, Dong Da District, Ha Noi City, Viet Nam.
5. +842422612929
6. [email protected]
7. No. 71 Ly Tu Trong Street, Thach Thang Ward, Hai Chau District, Da Nang City, Viet Nam
8. +840905987929
9. [email protected]