How to File Vietnam's New M&A Approval Forms (circular 55 / 2026), Step‑by‑step Checklist

Any foreign investor or deal team asking how to get M&A approval in Vietnam 2026 must now work with a substantially revised set of filing forms. On 15 May 2026, the Ministry of Finance issued Circular 55/2026/TT-BTC (“Circular 55/2026”), replacing earlier templates with standardised application forms, tighter attestation requirements and new rules on stating transaction values. These changes sit alongside the Law on Investment No. 143/2025/QH15, which took effect on 1 March 2026 and restructured the eligibility triggers, conditional-sector lists and filing responsibilities that determine whether a transaction requires regulatory clearance from a provincial Department of Planning and Investment (DPI) or the Ministry of Planning and Investment (MPI).

This guide provides the complete, step-by-step procedure, from pre-filing due diligence through form completion and post-approval registry updates, together with the full documents checklist, costs table and practitioner tips needed to avoid the most common reasons for returned or rejected filings.

Overview of the M&A Approval Process and Who It Applies To

Vietnam’s M&A approval process, formally an “investment registration” or “foreign investment clearance” procedure, applies whenever a transaction results in a foreign investor acquiring shares, contributing capital to, or purchasing assets of a Vietnamese enterprise in circumstances specified by the Investment Law. The process is not a competition-law merger filing; it is an investment-registration procedure administered by DPI at the provincial level or by MPI for projects under central-government authority.

M&A approval is required when any of the following conditions applies:

• Foreign ownership threshold. The transaction causes a foreign investor to hold shares or capital for the first time, or increases foreign ownership beyond the applicable sectoral cap.
• Conditional business sectors. The target company operates in a business line on the conditional list for foreign investors maintained under the Investment Law and Decree 96/2026/ND-CP.
• Land use rights or defence/security locations. The target holds land use right certificates, or operates in areas affecting national defence or security.
• Existing FDI enterprise. The target is already a foreign-invested enterprise holding an Investment Registration Certificate (IRC), and the transaction requires amendment of that IRC.

Three principal instruments now govern M&A approval Vietnam 2026 filings: the Law on Investment No. 143/2025/QH15 (effective 1 March 2026; certain provisions effective 1 July 2026), Decree 96/2026/ND-CP (detailed guidance), and Circular 55/2026/TT-BTC (prescribed forms and reporting templates, effective 15 May 2026). Deal teams must work across all three instruments simultaneously.

Eligibility and Prerequisites for M&A Filing Requirements Vietnam

Who Must File: Target Company or Foreign Investor

Under the Investment Law No. 143/2025/QH15, the filing obligation generally falls on the target Vietnamese company (or the economic organisation receiving capital contribution), not the incoming investor. The target company submits the dossier to the provincial DPI where it is registered. In cases where a new enterprise is being established through foreign capital contribution, the foreign investor itself submits the application for an IRC. In practice, deal counsel prepares and coordinates the entire packet on behalf of both parties, but the authorised legal representative of the filing entity must sign the Circular 55 forms and all attestations.

Conditional Business List and Market Access

Before preparing any forms, confirm whether the target’s registered business lines appear on the list of conditional business sectors for foreign investors. This list is maintained by MPI and has been updated under Decree 96/2026/ND-CP. Sectors such as banking, securities, insurance, telecommunications, education, logistics, advertising and real estate development carry specific foreign ownership caps or require additional sectoral approvals. Where a business line is conditional, the filing dossier must include evidence of compliance with that condition, for example, a licence from the State Bank of Vietnam (banking) or the Ministry of Information and Communications (telecom).

When to Obtain Sectoral Approvals First

For transactions in real estate, finance and telecommunications, sectoral clearance from the relevant line ministry or regulator typically must be obtained before the DPI filing. Filing an M&A approval application without attaching proof of sectoral clearance in a conditional sector is one of the most common reasons for a returned dossier. Industry observers expect that DPI officers will increasingly enforce this sequencing under the 2026 framework, particularly for foreign investor clearance Vietnam filings in land-heavy sectors.

Step-by-Step Procedure: How to Get M&A Approval in Vietnam 2026

The following numbered steps walk through the entire filing procedure from initial due diligence to post-approval registry updates. The mandatory timeline table below consolidates estimated durations for each stage.

Step 1, Conduct Pre-Filing Due Diligence and Obtain Internal Approvals

Before any form is completed, the deal team must assemble the underlying corporate and transaction documents. This step includes:

• Corporate documents of the target. Current Enterprise Registration Certificate (ERC), Investment Registration Certificate (IRC, if any), charter, share register showing current shareholders and capital structure.
• Board and shareholder approvals. The target company’s members’ council or general meeting of shareholders must pass a resolution approving the share transfer, capital contribution or asset sale. Where the buyer is a corporate entity, obtain its own board or equivalent corporate authority.
• Foreign investor KYC package. Certificate of incorporation (or equivalent), passport copies of authorised representatives, beneficial ownership declarations, bank references, all certified and accompanied by Vietnamese translations.
• Valuation evidence. Engage a licensed independent valuer early. Under Circular 55/2026, the transaction value may be stated as an estimate, but the DPI will require supporting valuation evidence, comparable transaction data, asset-based analysis or auditor confirmation, to accept the estimate.
• Land and project documents. If the target holds land use right certificates or is operating within a defence or security zone, collect certified copies of all relevant certificates and project approvals now. Missing land documentation is a leading cause of filing returns.
• Tax clearance. Obtain a tax clearance certificate from the target’s competent tax authority, confirming no outstanding tax liabilities. While not always mandatory, many provincial DPIs request it.

Step 2, Prepare the Circular 55/2026 M&A Forms

Identify which Circular 55 2026 M&A forms apply to the transaction. The Circular prescribes a system of standardised application and notification forms covering investment registration, IRC issuance, IRC amendment and capital contribution approvals. For a typical M&A approval filing, the relevant forms include:

• Investment registration / IRC amendment application form, the primary application lodged with DPI, setting out investor details, target details, transaction structure, proposed capital and ownership percentages.
• Capital contribution / share acquisition notification form, required where the transaction involves purchase of shares or capital contribution to an existing enterprise that does not already hold an IRC.
• Supplementary information form(s), used for conditional-sector declarations, land use declarations and defence/security attestations.

Each form must be completed in Vietnamese (with certified translation from English or other languages where needed), signed by the authorised legal representative of the filing entity and stamped with the company seal. Circular 55/2026 now permits the transaction value to be stated as an estimate, provided the filer attaches a rationale and supporting M&A valuation evidence (see Step 3). The attestation block on each form requires the legal representative to confirm that all information is true and accurate, a stricter standard than the pre-2026 forms. Attach a notarised Power of Attorney where an agent signs on behalf of the representative.

Step 3, Assemble Attachments and Supporting Evidence

The completed forms must be submitted together with a package of supporting documents (detailed in the Required Documents table below). Key attachments that frequently trigger DPI queries include:

• Valuation report. An independent valuation report prepared by a licensed valuer in Vietnam, dated within six months of filing, setting out the methodology and comparable transactions used. Where the transaction value is stated as an estimate, include a short valuation summary statement explaining the basis of the estimate.
• Sale and Purchase Agreement (redacted). A certified copy of the executed SPA or share transfer agreement. Redact commercially sensitive schedules if needed, but the core terms, price, conditions precedent, parties, completion mechanics, must be visible.
• Proof of funds. Bank statements, commitment letters or payment confirmations demonstrating the buyer’s financial capacity to complete the acquisition.

Step 4, Submit the Dossier to the Competent Authority

File the complete dossier with the provincial DPI where the target company is registered. For projects under central-government authority (typically large-scale or cross-provincial projects), submit to MPI. Submission methods include:

• In-person filing. Deliver the original signed dossier and one certified copy to the DPI’s investment registration division. Obtain a dated receipt confirming the filing date.
• Electronic filing. Some provinces accept filings through the National Public Service Portal. Check with the relevant DPI whether electronic submission is available for M&A approval applications.

The DPI will conduct an acceptance check within 3 working days of submission. If the dossier is incomplete, the DPI issues a written request for supplementary documents, and the 15-working-day review clock does not begin until the complete dossier is re-submitted.

Step 5, Regulator Review, Requests for Clarification and Issuance

Once the dossier passes the completeness check, the DPI conducts a substantive review within 15 working days (the standard statutory timeline under the Investment Law). During this period, the reviewer may issue written requests for clarification, commonly targeting valuation methodology, the source of foreign investor funds, or land use documentation. Respond to DPI queries within the timeframe specified in the request (typically 5–10 working days); delays can result in the dossier being returned. Upon completing the review, the DPI issues the M&A approval decision, the amended IRC or a written notification, depending on the transaction type.

Step 6, Complete Post-Approval Steps: Tax, Land and Registry Updates

Obtaining M&A approval is not the final step. The target company must then:

• Update the ERC with the provincial business registration office to reflect the new shareholder structure.
• Notify the competent tax authority of the ownership change and any resulting tax obligations (CIT on the share sale, withholding tax on payments to the foreign seller).
• If the target holds land use right certificates, file for amendment of the land registration to reflect the new investor.
• Update the target’s internal corporate records, charter, share register, board composition, to align with the approved transaction.

M&A Approval Timeline Vietnam, Summary Table

Documents Needed for M&A Approval: Complete Checklist

The following table lists every document typically required for a complete M&A filing dossier under the Circular 55/2026 framework. Omitting any item from this checklist is the single most common reason for a returned dossier. All foreign-language documents must be accompanied by certified Vietnamese translations, and originals or certified copies must be provided as indicated.

For transactions involving an estimated transaction value (permitted under Circular 55/2026), attach a supplementary valuation summary statement, a short document (one to two pages) explaining the basis of the estimate, the valuation methodology used, and any conditions or adjustments that may affect the final price.

M&A Approval Timeline Vietnam: Key Deadlines and Escalation Paths

End-to-end, a straightforward M&A approval filing, from the start of document preparation to issuance of the DPI decision, typically takes 4 to 8 weeks. The critical variables are valuation procurement time (which can extend Step 3 by several weeks for complex targets) and the DPI’s substantive review period. The statutory review period under the Investment Law is 15 working days from the date the DPI confirms receipt of a complete dossier.

How long does M&A approval take in Vietnam for more complex cases? Transactions involving land use rights, defence or security zones, or multiple conditional sectors can take 6 to 12 weeks, and sometimes longer if the DPI refers the case to MPI or other line ministries for comment. Provincial variance is significant: Ho Chi Minh City and Hanoi DPIs generally process filings faster than provincial offices in smaller provinces, but they also receive higher volumes and can be more exacting in their document reviews.

If the DPI issues a request for supplementary documents or clarification, the 15-working-day clock pauses and restarts only when the complete response is received. Escalation to MPI is appropriate when the provincial DPI has exceeded the statutory timeline without issuing a decision or where the filing involves a project under central-government authority. Engage senior counsel to make formal enquiries with the DPI if no response is received within 20 working days of a complete submission.

Costs for M&A Approval Vietnam: Fees and Tax Considerations

Circular 55/2026 prescribes forms and reporting templates, it does not set filing fees. Administrative fees for M&A filings are set at the provincial level and are typically nominal. The more significant costs relate to professional services, valuation and tax liabilities arising from the transaction itself.

For share deals, the seller (whether Vietnamese or foreign) is generally liable for Corporate Income Tax (CIT) on the capital gain. For asset deals, Value Added Tax (VAT) may apply to transferred assets. Stamp duty may also arise on transfers of land use rights or registered assets. These tax liabilities should be modelled during due diligence and accounted for in the SPA pricing mechanism.

What Changes in 2026: Circular 55/2026 and Investment Law Effects on M&A Approval

The 2026 regulatory framework introduces two overlapping layers of change that affect every M&A approval filing:

Circular 55/2026/TT-BTC (effective 15 May 2026) replaces the forms previously prescribed under Circular 03 and its amendments. Key changes include:

• Estimated transaction values permitted. The new forms allow the transaction value to be stated as an estimate rather than a fixed amount, a practical concession for earn-out structures, contingent consideration and pre-completion price adjustments. However, the filer must attach valuation evidence supporting the estimate, and the DPI retains discretion to reject an estimate it considers unsupported.
• Stricter attestation requirements. The legal representative attestation block on each form now requires an explicit statement that all information is “true, accurate and complete,” with personal liability for misstatements. Early indications suggest DPI reviewers are scrutinising attestation language more carefully under the new forms.
• Expanded valuation evidence. Where a valuation report is submitted, the form requires specific disclosure of the valuation methodology, date, valuer identity and licence number.
• Standardised IRC amendment forms. Circular 55/2026 introduces a unified system of IRC amendment forms for FDI enterprises, replacing the previous ad-hoc format variations across provinces.

Law on Investment No. 143/2025/QH15 (effective 1 March 2026), guided by Decree 96/2026/ND-CP, restructures several aspects of the M&A filing requirements Vietnam practitioners must address:

• Updated conditional business sector list. The list of business lines subject to conditions for foreign investors has been revised. Some sectors previously conditional have been removed; others have been added or had their conditions modified.
• Revised thresholds and triggers. The Investment Law clarifies when a share acquisition or capital contribution triggers the filing obligation, particularly for incremental acquisitions that cross the foreign ownership cap over multiple transactions.
• Phased implementation. Certain provisions of the Investment Law take effect on 1 July 2026 rather than 1 March 2026, deal teams must check which provisions apply at the time of their specific filing.

Common Pitfalls in M&A Approval Filings and How to Avoid Them

• Missing or defective certified translations. Every foreign-language document in the dossier must be accompanied by a certified Vietnamese translation prepared by a licensed translation service. Filing without translations, or with uncertified translations, results in an automatic return. Remedy: maintain a translation checklist and submit translations to the notary before the filing deadline.
• Weak or absent valuation evidence. Under Circular 55/2026, stating an estimated transaction value without supporting valuation evidence will trigger a DPI request for supplementary documents at best, or a return at worst. Remedy: commission an independent valuation report from a licensed Vietnamese valuer at the start of the due diligence process, and include comparable transaction data and auditor confirmation.
• Wrong filing party. The Investment Law generally requires the target company to file the dossier, not the foreign investor. Filing by the wrong entity results in rejection. Remedy: confirm the filing party based on the specific transaction structure and include a board resolution from the target company authorising the legal representative to sign and submit.
• Failure to obtain sectoral approvals before DPI filing. For conditional-sector transactions, the DPI will not process the M&A filing without evidence that the relevant sectoral licence or clearance has already been obtained. Remedy: identify conditional sectors during due diligence and begin sectoral approval applications in parallel with dossier preparation.
• Attestation and signature defects. The legal representative must personally sign each form and the attestation block. Signatures by unauthorised persons, missing company seals, or incomplete attestation language lead to returns. Remedy: attach a notarised Power of Attorney where an agent signs, and verify the attestation language matches the Circular 55/2026 template exactly.
• Omitting land use documentation. If the target holds land use right certificates, the dossier must include certified copies. Failure to disclose land holdings is a material omission. Remedy: conduct a land title check during due diligence and include all certificates in the attachment bundle.

Practitioners should also prepare two short template statements for inclusion in the dossier where relevant: (i) an attestation clause confirming the legal representative’s authority and the accuracy of all submitted information, cross-referencing the specific Circular 55 form being filed; and (ii) a valuation summary sentence setting out the methodology, the estimated value range and the basis for the estimate. Both templates reduce the risk of DPI queries and expedite the review process.

Sources

1. Ministry of Finance, Circular 55/2026/TT-BTC
2. Invest Vietnam, Investment Law 2025 Effective Date Notice
3. Law on Investment No. 143/2025/QH15 (official text)
4. Decree 96/2026/ND-CP, Guidance for the Investment Law
5. Ministry of Planning and Investment, Foreign Direct Investment