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The provisions of Vietnam law on M&A activities

At the present, Vietnam law has not got any official documents regulating issues that were related to M&A activities. Therefore, through this article, Apolo Lawyers (Hotline: (+84) 903.419.479) would like to give some information about the provisions of Vietnam law on M&A activities in some specialized legal documents.

The provisions on M&A activities are scattered in different specialized legal documents as follows:

1. M&A activities in the Enterprise Law 2020

The Enterprise Law 2020 stipulates that consolidation, merger is two of the five forms of enterprise reorganization as prescribed in clause 31, Article 4. Although, there has not got a clear definition of M&A yet, but the Law on Enterprises has specific provisions related to M&A activities for each type of enterprise, specifically as follows:

1.1. General regulations:

According to Article 17 of the Enterprise Law 2020 which stipulates to right to establish contribute capital, purchase shares, purchase contributed capital, and manage enterprises, organizations and individuals have the right to contribute capital, purchase shares or purchase capital contributions to joint stock companies, limited companies and partnerships in accordance with the Enterprises Law, except for the cases which are specified in clause 2 Article 17 of the Enterprise Law 2020.

In addition, there are regulations on company division (Article 198); company separation (Article 199); company consolidation (Article 200) and the procedures, documents for merging companies (Article 201).

1.2. Limited company:

Regulations on redemption of contributed capital in Article 51 and transfer of contributed capital according to Article 52 of the Enterprise Law 2020.

1.3. Joint stock company:

Regulations on selling shares in Article 126 and transferring shares according to Article 127 of the Law on Enterprises 2020.

>>> Read more: M&A opportunities in Vietnam market


2. M&A activities in the Competition Law 2018

According to clauses 2, 3, and 4, Article 29 of the Competition Law 2018 provides:

  • Merging an enterprise is when one or several enterprises transfer all of their assets, rights, obligations and legitimate interests to another enterprise, and at the same time terminate their business operations or the existence of the merged enterprises.

  • Enterprise consolidation is when two or more enterprises transfer all their assets, rights, obligations and legitimate interests to form a new enterprise, and at the same time terminate their business operations or the existence of other consolidated enterprises.

  • Acquisition of an enterprise means the purchase of all or part of the contributed capital or assets of another enterprise by an enterprise directly or indirectly, sufficient to control and dominate the acquired enterprise or a industry or profession.

3. M&A activities in the Securities Law 2019

According to clause 1, Article 93 of the Securities Law 2019, the reorganization of securities companies and securities investment fund management companies must be approved by the State Securities Commission before implementation.

4. M&A activities in the Investment Law 2020

According to Clause 8, Article 3 of the Investment Law 2020, business investment is the investment by an investor to carry out business activities. The business can be carried out through the establishment of the economic organization; investment, purchase shares or contributed capital of economic organizations; investment in the form of a contract or implementation of investment projects.

According to Article 24 of the Investment Law 2020, investors have the right to buy and contribute capital, buy shares, and contribute capital to economic organizations. Foreign investors may invest in the form of capital contribution, purchase of shares or capital contribution to economic organizations, but must satisfy the provisions and conditions as prescribed by law.

5. M&A activities in the Law on Credit institutions 2010

According to Clause 1, Article 153 of the Law on Credit Institutions 2010, credit institutions may be reorganized in the form of division, separation, consolidation, merger, or legal transformation after being approved in writing by the State Bank.

>>> Read more: Cross-border M&A activity


6. How can Apolo Lawyers support foriegn invester to conduct M&A activivities?

Apolo Lawyers is a law firm with many years of experience in legal issues relating to merger and acquisition transactions, especially cross-border merger and acquisitions field. Clients who are conducting merger and acquisition transactions can contact Apolo Lawyers for:

  • Advice on the process of mergers and acquisitions.

  • Support due diligence process and intellectual property due diligence

  • Consulting for foreign invester about the regulations of tax law.

  • Advice on the notes when making M&A transactions, legal regulations and common risks when merging and acquiring businesses.

  • Consulting and representing in the negotiation process of merger and acquisition transactions.

For further information, please contact us: Apolo Lawyers via email at or Hotline - (+84) 903419479 for the best legal advice and support.


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