VIETNAM Trends and Developments Contributed by: Tung Ngo, Ngan Nguyen, Hien Tran and Quynh Chi Nguyen, VILAF
Vietnam is entering a new era of economic and regula - tory development in which investment opportunities continue to expand, while the legal and compliance environment becomes more sophisticated. Many of the developments now shaping the market in 2026 represent a continuation and acceleration of policy and regulatory directions that became more visible in 2025, particularly in relation to digital transformation, infrastructure, sustainability, financial innovation and higher-value manufacturing. For foreign investors, this creates a market that remains highly attractive, while also requiring a more deliberate approach to regu - latory planning, transaction structuring and ongoing compliance. At the same time, enforcement trends indicate a shift toward more active and coordinated supervision across the investment lifecycle, particularly in areas such as: • tax; • labour; • licensing; • competition; In this environment, successful investment in Vietnam depends not only on identifying commercial opportu - nities but also on aligning business models with policy direction, anticipating regulatory risk and establishing governance systems capable of supporting long-term operations. M&A Environment and Transaction Structuring M&A activity in Vietnam remains active across sectors such as manufacturing, real estate, logistics, energy and technology. Transactions are shaped by key regu - latory considerations, including acquisition approvals, sector-specific foreign ownership limits and merger control obligations under competition law. A notable recent development is the adjustment of merger filing thresholds under Resolution No 66.18/2026/NQ-CP, effective 1 July 2026 to 1 March 2027. The framework increases the primary thresh - olds that trigger notification, raising the total assets and turnover thresholds to VND6,000 billion and • foreign exchange; and • ESG-related obligations.
the transaction value threshold to VND2,000 billion, while the combined market share threshold remains unchanged. This adjustment reduces the number of transactions subject to pre-closing notification, par - ticularly mid-sized deals and is expected to streamline transaction timelines and lower compliance costs. In parallel, Vietnam has undertaken a significant reform of its investment framework through Resolu - tion No 66.17/2026/NQ-CP, which simplifies condi - tional business sectors with effect from 1 July 2026 to 1 March 2027. Under this reform, the number of conditional business lines is reduced from 198 to 142 sectors, reflecting a substantial relaxation of market entry requirements. This reform represents a broader shift in regulatory approach, with the government moving away from a “pre-approval” licensing mod - el toward a “post-inspection” framework based on technical standards and ongoing compliance. As a result, while initial licensing constraints are reduced, regulatory oversight continues through sector-specific requirements and post-licensing supervision. How - ever, transactions that fall below merger thresholds or are outside conditional sectors remain subject to substantive competition review and other regulatory scrutiny. Accordingly, transaction structures must continue to address regulatory risks, particularly in regulated or sensitive sectors. Key regulatory considerations affecting transactions include: • acquisition approval requirements; • sector-specific foreign ownership limits; • merger control obligations under competition law.
In practice, this requires: • early regulatory mapping; • parallel processing of approvals;
• detailed contractual provisions addressing regu - latory risks, including change-in-law and liability allocation. The combined effect of merger control reform and simplification of conditional business lines reinforces a more facilitative investment environment, while main - taining a robust compliance framework. As such, the
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