Foreign Purchase of Capital and Shares in Vietnam: The M&A Registration and Tax Rules

When a foreign investor buys into a Vietnamese company — taking a stake from an existing owner or acquiring the business outright — the deal is an M&A transaction governed by the Law on Investment 2020 and the Law on Enterprises 2020. It is often simpler and faster than setting up a new foreign-invested enterprise from scratch, but it follows its own registration path, and the order of the steps matters. Recent changes to the licensing authority and to the registration forms are worth understanding before you commit to anything.

When the purchase must be registered

Not every share or capital purchase needs prior registration, but many do. Under the Law on Investment, a foreign investor generally must register the purchase of capital contribution or shares with the provincial authority — now the Department of Finance, which has absorbed the former Department of Planning and Investment — before the transaction is completed, when any of the following applies:

• the target company operates in a sector on the market-access negative list — a "conditional" sector under Decree 31/2021;
• the purchase raises the foreign ownership ratio above 50% of charter capital, or increases it further once it is already above 50%;
• the company holds land-use rights on an island or in a border, coastal, or defence-security area.

Where none of these applies, the parties can usually proceed straight to updating the enterprise registration, but it is prudent to confirm the sector's status first. Ownership caps, joint-venture requirements, or additional licences may still apply under Vietnam's WTO commitments and the negative list.

Registering the purchase and updating the company records

The registration is generally made on Form A.I.7, the standard form for registering the purchase of capital contribution or shares issued under Circular 25/2023/TT-BKHDT. It is filed with the Department of Finance, typically together with the investor's passport or corporate documents, the target's current enterprise registration certificate, and a short explanation of the company's business lines. Review generally takes around fifteen days, after which the authority issues a written approval.

Once the purchase is approved and completed, the company's own registration must be updated to record the new owner or members and any change in charter capital. These enterprise-registration procedures now use the forms provided under Circular 68/2025/TT-BTC — for example the notice of change of company owner and the notice of change of charter capital — which replaced the earlier templates. The update is filed with the same Department of Finance and generally issues within about three working days.

The tax on the transfer

Selling capital or shares is a taxable event, and the tax generally falls on the seller.

• An individual who sells a capital contribution in a limited liability company is generally taxed under personal income tax on the gain — broadly, the transfer price less the original cost and reasonable related expenses.
• An individual who sells shares in a joint-stock company is generally taxed under personal income tax calculated on the transfer price, whether or not the sale produced a gain.
• A corporate seller generally pays corporate income tax on the gain.

The tax declaration is generally due within a short window — on the order of ten days — after the transfer contract takes effect, and it should be filed even where the calculated tax comes to zero. Where the buyer is a foreign investor and the company becomes foreign-invested, the payment should move through the appropriate capital account at a licensed bank rather than an ordinary payment account: a Direct Investment Capital Account (DICA) for a direct investment, or an Indirect Investment Capital Account (IICA) for a purely indirect holding.

Getting the order right

The most common mistake is doing things out of sequence. In most deals the parties sign a transfer agreement that is conditional on approval, then file the registration and wait for the written approval, and only afterwards complete the payment, declare the tax, and update the enterprise registration. What matters legally is that the change of ownership is not completed — and the enterprise registration certificate is not amended — before the authority has approved the purchase. Completing payment or changing the certificate ahead of approval can leave the paperwork out of order and force the parties to redo it. From filing to a clean, updated certificate, a straightforward deal generally takes about four to six weeks.

This article is general information current as of 2026 and is not a substitute for advice from a licensed lawyer. Laws and procedures change, and any specific transaction should be checked against the current regulations and with a qualified adviser.