What Is M&A? Procedures for Buying and Merging Enterprises

Short answer: M&A (Mergers and Acquisitions) is the term for business purchase and merger transactions, in which one party acquires all or part of the capital or assets of another enterprise to gain control. Legally, the “M&A procedure” in Vietnam is a sequence of steps: legal review (due diligence), negotiation and contract signing, obtaining approvals of competent authorities (if required), registering changes of enterprise registration contents, and fulfilling tax obligations. Main bases: the Law on Enterprises 2020 (as amended by Law No. 76/2025/QH15), the Law on Investment 2020 (as amended by Law No. 57/2024/QH15), the Competition Law 2018, and Decree 168/2025/ND-CP.

Legal basis

• The Law on Enterprises 2020, as amended and supplemented by Law No. 76/2025/QH15 — provisions on capital and share transfers; division, separation, consolidation, merger, and conversion of enterprises (Articles 52, 120, 200–205);
• The Law on Investment 2020, as amended by Law No. 57/2024/QH15 — investment procedures in the form of capital contribution, share purchase, and purchase of capital contributions by foreign investors;
• The Competition Law 2018 — economic concentration notification when transactions exceed thresholds;
• Decree 168/2025/ND-CP on enterprise registration — post-transaction change registration.

What forms does M&A take?

Acquisition

• Purchase of capital contributions/shares: the buyer receives the transfer of all or part of the target’s charter capital (most common in Vietnam);
• Asset purchase: the buyer purchases only assets, without inheriting the legal entity and its obligations (unless otherwise agreed).

Merger and consolidation

• Merger: one or more companies merge into another company; the merged companies cease to exist;
• Consolidation: two or more companies consolidate into a new company; the consolidated companies cease to exist.

M&A procedure steps in Vietnam

Step 1. Legal review — Due Diligence (DD)

The buyer comprehensively reviews the target: legal standing, charter capital and contribution status, land use rights and assets, material contracts, tax obligations, disputes, labor, and sub-licenses. This step determines the transaction’s value and structure; skipping DD is a common cause of post-M&A risks.

Step 2. Negotiation and signing

The parties negotiate price, payment method, conditions precedent, representations & warranties, indemnification clauses, and dispute resolution; sign an MOU, then the capital/share transfer agreement or merger/consolidation contract.

Step 3. Obtain approvals of competent authorities (if required)

• Foreign investors buying capital/shares: complete the capital contribution/share purchase registration with the investment registration authority when registration is required;
• Economic concentration: notify the National Competition Commission if the transaction exceeds notification thresholds under the Competition Law 2018;
• Conditional sectors: approvals of sectoral regulators (banking, securities, insurance, etc.).

Step 4. Register changes of enterprise registration contents

After completing the transfer, the enterprise registers changes of members/shareholders, charter capital, and legal representative (if any) with the Business Registration Office within 10 days from the date of the change.

Step 5. Fulfill tax obligations

The transferor declares and pays income tax on capital/share transfers; the enterprise updates tax information and invoices after the change.

Frequently asked questions

Does M&A require state approval?

It depends on the transaction. Capital transfers between domestic investors in unconditional sectors generally only require enterprise change registration. Transactions with foreign elements, exceeding economic concentration thresholds, or in conditional sectors require the corresponding approval/notification procedures.

How long does due diligence usually take?

It depends on the target’s scale and complexity; there is no statutory time limit. In practice, sufficient time should be devoted to legal, financial, and tax review before signing the definitive agreement.

How do asset purchases and capital purchases differ in risk?

Capital purchase (buying the company): the buyer inherits all rights and obligations of the legal entity, including undiscovered hidden liabilities — so DD is especially important. Asset purchase: the buyer receives only the agreed assets, with less succession risk but more complex procedures for transferring each asset.

Notes on applying current laws

Each M&A transaction has its own legal structure; mechanically applying a “general process” easily leads to missing mandatory approvals or overlooked tax obligations. Before signing, the parties should have a lawyer review the entire procedure chain applicable to the specific transaction. Contact an ANT Legal lawyer at 0966.475.966 for advice on M&A transaction structures.

Common risks to watch out for

• Skipping or conducting superficial due diligence, discovering hidden liabilities after payment;
• Failing to obtain investment approval/economic concentration notification when mandatory;
• Contracts lacking representations & warranties and indemnification mechanisms;
• Late enterprise change registration and late transfer tax declaration.

How ANT Legal can help

ANT Legal conducts legal due diligence, advises on transaction structures, drafts and negotiates M&A agreements, and carries out approval and post-transaction enterprise change registration procedures. For quick advice, please contact our lawyers at 0966.475.966.

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