How to Do a Tender Offer in Vietnam (2026): Thresholds, SSC Filings & Timeline

Understanding how to do a tender offer in Vietnam is essential for any acquirer planning a significant stake in a Vietnamese public company. The Securities Law 2019 (Law No. 54/2019/QH14) and its implementing regulation, Decree No. 155/2020/ND-CP, set mandatory thresholds that trigger a public tender offer, prescribe the documents a bidder must file with the State Securities Commission (SSC), and impose strict minimum and maximum offer-period windows. With elevated public M&A activity and renewed SSC enforcement scrutiny in 2026, acquirers and their counsel need a clear, step-by-step compliance playbook rather than high-level summaries. This guide delivers exactly that: precise trigger thresholds, a bidder filing checklist, a deal-execution timeline, and a full map of exemptions and waivers available under current law.

Quick Answer: The Tender Offer in Vietnam at a Glance

A public tender offer in Vietnam is a regulated process through which a bidder offers to purchase shares from all shareholders of a listed or registered public company at a stated price for a defined period. Under Vietnamese law the process works as follows:

• When it is mandatory. A tender offer must be launched when a single acquirer, or a group of related persons acting in concert, will hold 25% or more of the voting shares of a public company, or when an existing holder of 25% or more acquires an additional 10% or more, or when an existing holder of 35% or more acquires an additional 5% or more (Securities Law 2019, Article 35; Decree 155/2020, Article 95).
• Main SSC filings. The bidder must submit a tender-offer registration dossier to the SSC at least seven working days before the offer commences and must publish details in prescribed media channels.
• Timeline. The offer period must run for a minimum of 30 days and a maximum of 60 days from the commencement date. Extensions are permitted within that ceiling.

Industry observers note that, given heightened SSC enforcement in recent years, acquirers who treat the filing dossier as a formality risk delays and, in serious cases, administrative sanctions.

Legal Framework and Definitions: Securities Law 2019 and Decree 155/2020

Vietnam’s tender-offer regime sits within a two-tier legislative structure. The Securities Law 2019, effective from 1 January 2021, establishes the core principles, who must make a tender offer, what triggers the obligation, and what exemptions apply. Decree No. 155/2020/ND-CP, issued by the Government on 31 December 2020, provides detailed implementation rules covering the filing dossier contents, offer-period mechanics, pricing, settlement, and SSC review procedures. Together, these instruments replaced the earlier Securities Law 2006 and Decree 58/2012 framework, introducing tighter concert-party rules and more granular filing requirements.

Key Statutory Definitions

• Public company. A joint-stock company that has completed a public offering of shares, or that has shares listed or registered for trading on a stock exchange or at the Vietnam Securities Depository and Clearing Corporation (VSDC) and has at least 100 shareholders (Securities Law 2019, Article 32).
• Voting shares (circulating shares). All ordinary shares and preference shares carrying voting rights that are in circulation, excluding treasury shares.
• Related persons / concert parties. Persons defined under Article 4(46) of the Securities Law 2019, including parent and subsidiary companies, persons with controlling relationships, and persons who have agreed to act jointly in acquiring shares, whose holdings are aggregated for threshold-calculation purposes.

Mandatory Tender Offer Triggers and Thresholds in Vietnam

A mandatory tender offer in Vietnam is triggered whenever a transaction, or series of transactions, will cause a bidder (alone or together with concert parties) to cross specific ownership thresholds in a public company. The tender offer thresholds in Vietnam are set out in Article 35 of the Securities Law 2019, supplemented by the aggregation and calculation rules in Decree 155/2020.

Direct Acquisitions, Threshold Rules

The obligation to launch a public tender offer arises in three scenarios:

• 25% threshold. An acquirer (and related persons) who will hold 25% or more of voting shares must make a tender offer before completing the acquisition.
• 25%–35% band, plus 10%. An acquirer already holding between 25% and less than 35% who proposes to acquire an additional 10% or more of voting shares must launch a tender offer.
• 35%–45% band, plus 5%; and 45%–55% band, plus 5%; and so on up to 65% and above. Each successive 10-percentage-point band from 35% upward carries a 5% creeping-acquisition trigger. An acquirer who already holds 65% or more and proposes to acquire additional shares pushing total holdings to 75% or more must likewise tender.

Worked example: Buyer currently holds 5% of Company X. Buyer proposes to purchase an additional 21% from existing shareholders, which would take total holdings to 26%. Because 26% exceeds the 25% threshold, Buyer must register a tender offer with the SSC before executing the purchase.

Indirect Acquisitions and Concert Parties

The mandatory tender offer obligation extends to indirect acquisitions. Where a foreign parent acquires control of a Vietnamese subsidiary that itself holds shares in a public company, the parent’s acquisition can trigger a tender-offer obligation if the subsidiary’s stake in the public company crosses the thresholds above. The SSC aggregates holdings across all related persons, defined broadly to include affiliates, controlling shareholders, and parties to a concert-party agreement, when measuring whether a threshold has been crossed. Early indications from recent SSC enforcement practice suggest the Commission is taking an increasingly expansive view of concert-party relationships, making pre-transaction mapping of related-person networks a critical due-diligence step.

Step-by-Step: How to Do a Tender Offer in Vietnam

The following bidder workflow sets out the practical steps to execute a public tender offer in Vietnam from initial planning through to settlement. Each step reflects the requirements of Decree 155/2020 and standard SSC practice.

Pre-Offer Due Diligence and Internal Approvals

• Step 1, Threshold analysis. Map all existing holdings of the bidder and its related persons. Aggregate concert-party stakes to determine which threshold will be crossed.
• Step 2, Internal corporate approvals. Obtain the bidder’s board resolution (and, if required by the bidder’s charter, shareholder approval) authorising the tender offer, the maximum price, and the funding commitment.
• Step 3, Foreign-investment screening (if applicable). For foreign acquirers, confirm that the target sector is open to foreign ownership and that any applicable foreign-ownership cap will not be breached. Conditional sector approvals (banking, telecoms, media) may be required before the tender offer can proceed.

Preparing the Tender Offer Dossier

• Step 4, Draft the offer document. Prepare the tender-offer registration statement (Vietnamese: Bản đăng ký chào mua công khai), which must include: the bidder’s identity and related-person disclosure; the target company name and share class; the number of shares sought; the offer price and pricing basis; the offer period; conditions (if any); and settlement arrangements.
• Step 5, Assemble supporting documents. These typically include: a copy of the bidder’s board resolution; audited financial statements for the most recent financial year; proof of funding (bank confirmation letter or escrow deposit evidence); a legal opinion or confirmation letter from the bidder’s counsel; and any independent valuation report if required by the SSC or if the offer is for less than all outstanding shares.

Filing with the State Securities Commission

• Step 6, Submit the registration dossier to the SSC. File the complete dossier at least seven working days before the intended offer commencement date. The SSC reviews the dossier for completeness and compliance with Decree 155/2020. If the SSC requests supplemental information, the seven-day clock resets from the date of the supplemental submission.
• Step 7, Receive SSC acknowledgement. If the SSC does not object within seven working days, the bidder may proceed to launch. Any SSC objection must be issued in writing with reasons.

Market Announcement, Publication and Distribution to Shareholders

• Step 8, Publish the offer. Announce the tender offer in at least one national-circulation newspaper, on the stock exchange’s electronic information page, and on the target company’s website. Provide copies of the offer document to the target company’s board of directors and the stock exchange on which the target’s shares are listed.
• Step 9, Distribute offer materials to shareholders. Make the full offer document available to all shareholders of the target company, typically through the VSDC’s shareholder registry and the target’s investor-relations channels.

Offer Mechanics: Acceptance Windows, Extensions and Settlement

• Step 10, Accept tenders. Shareholders submit acceptances through their securities companies (brokerages). Acceptances are irrevocable unless the bidder amends the offer terms, in which case accepting shareholders have a withdrawal right for a prescribed period.
• Step 11, Extend or amend (if needed). The bidder may extend the offer period or increase the offer price, subject to SSC notification and re-publication requirements. The total offer period, including extensions, must not exceed 60 days.
• Step 12, Settle and report. Within three working days after the offer closes, complete settlement through the VSDC. File a report on the tender-offer results with the SSC and the relevant stock exchange within ten days of completion.

Common pitfalls: Late or incomplete SSC filings that reset the seven-day review clock; failure to aggregate concert-party holdings at the threshold-calculation stage; omitting proof-of-funding documentation; and neglecting mandatory newspaper publication requirements.

SSC Filings and Paperwork: Form Names, Timelines and Tips

SSC Registration Dossier, Contents

The State Securities Commission filing for a tender offer comprises a prescribed registration dossier. Under Decree 155/2020, the dossier must contain the tender-offer registration statement, the bidder’s corporate resolution, audited financials, proof of funding, and a detailed disclosure of the bidder’s and its related persons’ existing holdings in the target. All documents must be in Vietnamese or accompanied by certified Vietnamese translations. The SSC accepts physical filing at its Hanoi office, with a copy submitted to the relevant stock exchange.

Ongoing SSC Notifications During the Offer Period

Beyond the initial registration, the bidder must notify the SSC and the stock exchange of any amendment to the offer terms (price increase, extension of period, change in conditions) at least seven working days before the amendment takes effect. After the offer closes, the bidder files a results report.

Tender Offer Timeline in Vietnam: Minimum and Maximum Offer Periods

Decree 155/2020 establishes a mandatory minimum offer period of 30 days and a maximum of 60 days, measured from the official commencement date. “Days” in this context refer to calendar days, though the commencement date itself must be a trading day. The bidder selects the offer period within this range when preparing the registration dossier. Extensions are permissible provided the total period does not exceed 60 days, and the extension notice must be filed with the SSC and re-published at least seven working days before the original closing date.

For planning purposes, a typical tender offer timeline in Vietnam runs approximately 45 to 55 calendar days from SSC filing to settlement, once dossier-preparation time is included. Deal teams should build at least two additional weeks into the schedule for SSC queries and supplemental filings.

Exemptions and Waivers: When a Tender Offer Is Not Required

Not every acquisition that crosses a threshold triggers a mandatory tender offer. The Securities Law 2019 and Decree 155/2020 provide several exemptions and one key waiver mechanism.

GMS Waiver

Under Article 35 of the Securities Law 2019, a general meeting of shareholders (GMS) of the target company may pass a resolution waiving the mandatory tender-offer requirement. The waiver resolution must be approved by shareholders representing at least 65% of the voting shares present at the meeting (excluding the votes of the proposed acquirer and its related persons). The practical effect is that the bidder negotiates a private acquisition with major shareholders, seeks the GMS waiver, and completes the transaction without launching a public offer. This path is common in friendly acquisitions where existing shareholders support the incoming buyer.

Typical Carve-Outs and Structural Avoidance

• State-entity transactions. Certain transfers of shares between state-owned entities, or in connection with equitisation (privatisation) programmes, may be exempt from the tender-offer requirement.
• Treasury-share purchases. A company repurchasing its own shares under a buy-back programme does not trigger a third-party tender-offer obligation.
• Inheritance and gifts. Transfers arising from inheritance or intra-family gifts that incidentally cross a threshold are generally exempt, though disclosure obligations remain.

Bidders should approach structural avoidance strategies with caution. The SSC has the authority to look through arrangements that appear designed to circumvent mandatory tender-offer requirements, and administrative sanctions, including fines and forced unwinding of transactions, are available remedies.

Tender-Offer Reporting Obligations by Entity Type

Practical Issues: Valuation, Funding, Settlement and Minority Protections

The offer price must be no lower than the highest of: (a) the weighted-average market price of the target’s shares over the 60 trading days preceding the registration date; and (b) the price paid by the bidder or its related persons for shares of the target in the preceding 12 months (Decree 155/2020, Article 96). In practice, bidders commission independent valuations to support the pricing rationale, particularly for thinly traded stocks where the market-price benchmark may not reflect intrinsic value.

Proof of funding is a critical element of the SSC dossier. Most bidders use a bank confirmation letter from a Vietnamese or internationally recognised bank, confirming that funds sufficient to purchase the maximum number of shares sought are available or committed. Some bidders establish a dedicated escrow account to demonstrate funding certainty. If more shares are tendered than the bidder seeks to acquire, Decree 155/2020 requires pro-rata acceptance, each tendering shareholder receives the same proportional allocation, protecting minority shareholders from selective treatment. The SSC may also require the bidder to commit to purchasing all shares tendered if the offer is unconditional, further reinforcing minority protections.

Checklist for Bidders and Counsel: Quick Reference

Threshold check

• Map all existing holdings of bidder and related persons
• Aggregate concert-party stakes against Securities Law 2019 thresholds
• Determine which threshold band will be crossed
• Confirm whether a GMS waiver is available and desirable

Internal governance

• Obtain board resolution authorising the tender offer
• Secure shareholder approval if required by the bidder’s charter
• Confirm foreign-ownership limits and sector-specific approvals (for foreign bidders)

SSC filings

• Prepare tender-offer registration statement in Vietnamese
• Compile audited financial statements, proof of funding, and legal opinion
• File complete dossier with SSC at least 7 working days before commencement
• Respond to any SSC supplemental requests promptly
• File amendment notices at least 7 working days before any change takes effect
• Submit results report within 10 days of offer completion

Public announcements and settlement

• Publish offer in national newspaper, on stock-exchange website, and on target’s website
• Provide offer document to target’s board and the stock exchange
• Distribute offer materials to all target shareholders via VSDC channels
• Monitor acceptances and manage the acceptance window
• Complete settlement through VSDC within 3 working days of offer close
• File large-shareholding disclosure within 7 days of becoming a 5%+ holder

Next Steps

Executing a tender offer in Vietnam demands precise compliance with SSC filing deadlines, accurate threshold calculations, and careful coordination with the target company’s board and the VSDC. The stakes are high: procedural errors can stall a transaction and expose the bidder to regulatory sanctions. For acquirers planning a public tender offer in Vietnam in 2026, knowing exactly how to do a tender offer, from dossier preparation to settlement, is the foundation of a successful deal. Experienced Vietnam M&A counsel can help navigate the SSC filing process, structure GMS waivers where appropriate, and manage the timeline to completion.

Bidders and their advisers can find a qualified Vietnam M&A lawyer through the Global Law Experts directory to obtain tailored guidance for their specific transaction.

Sources

1. State Securities Commission of Vietnam (SSC)
2. Baker McKenzie, Effecting a Takeover (Vietnam)
3. Vietnam Business Law
4. Duane Morris, M&A Vietnam
5. LNT Partners, Corporate and M&A Practice Guide
6. U.S. Securities and Exchange Commission (SEC)
7. Investor.gov