VIETNAM Law and Practice Contributed by: Ngoc Luong Trinh, Tung Nguyen, Hanh Vo, Esko Cate, Nguyen Dang, Khanh Le, Hoang Nguyen and Truc Ta, VILAF
122/2021/ND-CP and Article 35.2 (dd) of the Law on Investment 2025). M&A Approval To complete a M&A transaction subject to M&A Approval, foreign investors will need to undergo a two-step process with the provincial DOF. The first step requires obtaining M&A approval, fol - lowed by the second stepc ompleting post-transac - tion registration changes. Step one will generally take 10 working days or 17 working days for transactions involving land in national defence or security-sensitive areas. Step two will take three working days. Transactions completed without the required approval may not be legally recognised and may be subject to administrative penalties. MRC The procedure requires submitting an application dos - sier for IFC’s member registration or recognition with the IFC’s Operating Authority. Following the issuance of an MRC, the IFC’s Operating Authority assigns a unique identification number (with equivalent validity to an enterprise registration number). It takes seven working days for registration and five working days for recognition from the date of receipt of a complete application dossier (Article 4 of Decree 324/2025/ND-CP). The only risk regarding compliance is that the entity will not qualify for IFC membership. 2.3 Commitments Required From Foreign Investors In practice, the licensing authorities assess not only the legality and feasibility of the proposed investment project, but also the foreign investor’s financial capac - ity, implementation capability and compliance com - mitments. Approval is generally conditional upon the investor satisfying the statutory investment conditions and undertaking to comply with applicable Vietnam - ese laws throughout the project lifecycle.
Under Article 39.3 of Decree No 96/2026/ND-CP, key commitments and conditions commonly required include: • the investment project must not fall within prohib - ited business sectors; • the investor must have a lawful project location or a lawful right to use the proposed site; • the project must comply with applicable master planning, zoning and land use requirements; • the investor must satisfy applicable foreign owner - ship limitations and market access conditions for conditional sectors; and • the project must satisfy technology, environmental, fire prevention and national security requirements where applicable. In addition, foreign investors are generally expected to commit to implementing the project in accordance with the registered investment objectives, implemen - tation schedule and investment capital contribution timeline. For conditional business sectors, investors may also be required to obtain additional operational licenses or approvals after establishment. For projects implemented under the special invest - ment procedure, investors are also required to provide written undertakings confirming compliance with con - struction, environmental protection and fire prevention regulations prior to project implementation. 2.4 Right to Appeal Foreign investors may challenge a refusal decision or other adverse administrative decision issued by the competent investment authority through administra - tive complaint procedures or court proceedings in accordance with the Law on Administrative Proce - dures. In practice, however, judicial challenges against investment licensing decisions are relatively uncom - mon, as the process may be time-consuming and the likelihood of overturning the authority’s decision is generally limited. Before issuing a formal rejection, the licensing authorities commonly offer investors the opportunity to amend, supplement or restructure the proposed
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