Changing Company Ownership in Vietnam: Procedures and Tax Obligations

Short answer: When a company’s ownership changes (all capital contributions/shares are transferred to a new owner), the enterprise must register the change of enterprise registration contents with the Business Registration Authority under Decree 168/2025/ND-CP; at the same time, the transferor must fulfill personal income tax (PIT) obligations on income from capital transfer under the Law on Personal Income Tax 2025 (effective 01/7/2026). A change of ownership does not terminate the company’s legal personality — the company continues to assume all existing rights and obligations.

Current legal framework

• Law on Enterprises 2020 (as amended and supplemented in 2025) — transfer of capital contributions, change of company owner;
• Decree 168/2025/ND-CP — procedures for registering changes to enterprise registration contents;
• Law on Personal Income Tax 2025 (109/2025/QH15, effective 01/7/2026) — tax on capital transfer.

Procedures for changing company ownership

1. Transfer agreement: sign a contract transferring all capital contributions/shares; payment as agreed;
2. Owner’s decision: the company owner (or the General Meeting of Shareholders/Members’ Council) approves the transfer and the change of ownership;
3. Change registration: file a dossier for registering the change of company owner with the provincial-level Business Registration Authority where the head office is located (change notice, decision, transfer contract, legal papers of the new owner, etc.);
4. Receive the updated Enterprise Registration Certificate reflecting the new owner’s information.

Tax obligations on capital transfer

• Individual transferors: income from transferring capital contributions or securities is subject to PIT under the Law on Personal Income Tax 2025;
• Corporate transferors: income from capital transfer is included in taxable income for corporate income tax;
• Tax declaration and payment are made before or simultaneously with the change registration procedures as prescribed.

Key notes

• The company does not cease to exist upon a change of owner — all contracts, debts, tax and labor obligations of the company remain in force; the new owner should conduct thorough due diligence before acquiring the transfer;
• Where the company holds sub-licenses (eligibility conditions for conditional business lines), the conditions for maintaining the licenses after the ownership change should be checked;
• If the legal representative is changed at the same time, this change must be registered in the same dossier.

How ANT Legal can assist

ANT Legal advises on and conducts legal due diligence for capital transfers and changes of company ownership, and represents clients in carrying out these procedures. For advice on your specific case, please contact our lawyers at 0966.475.966.

Related articles

• Does Transferring Capital Contributions Require Converting the Enterprise Type?
• Dossier and Procedures for Share Transfer