Legal Advisory in Mergers and Acquisitions in Vietnam (2025 Update)

Vinex Official
Oct 25
3 min read

As Vietnam continues to attract global investors, mergers and acquisitions (M&A) have become a major driver of business growth and market expansion. These transactions allow investors to enter new industries, scale operations, and gain competitive advantages.

However, M&A processes are inherently complex — involving multiple legal, financial, and compliance procedures. Understanding the legal advisory aspects in mergers and acquisitions is therefore crucial to ensure that each transaction is properly structured, risk-controlled, and compliant with Vietnamese regulations.

At Vinex International, our corporate advisory team assists both foreign and local investors in navigating the full M&A journey — from due diligence and structuring to licensing and post-closing integration.

Understanding Legal Advisory in Mergers and Acquisitions

Legal advisory in M&A refers to the strategic guidance and compliance support required to carry out a merger or acquisition transaction. It ensures that all activities — from deal negotiation to execution — are performed in accordance with Vietnamese investment, corporate, and tax laws.

Vinex’s legal advisory services in M&A aim to:

Ensure every transaction complies with Vietnamese regulations.
Identify and mitigate potential risks early in the process.
Optimize transaction value through proper structuring and documentation.

Support investors in obtaining necessary approvals and registrations.

1. Due Diligence: The Foundation of Every M&A Deal

Due diligence is the first and most critical step of any M&A transaction. It involves reviewing the target company’s legal, financial, and operational background to identify liabilities or restrictions.

Vinex’s corporate specialists perform:

Legal and financial checks: verifying licenses, ownership, and contractual obligations.
Risk assessment: identifying hidden risks and compliance gaps.
Strategic recommendations: advising on deal feasibility and risk mitigation before negotiation.

This process gives investors a complete picture of the target entity’s condition, ensuring informed and confident decision-making.

2. Structuring and Negotiation Support

Once the target and terms are confirmed, the next step is to design a suitable transaction structure. The right structure ensures efficiency, compliance, and smooth post-merger operation.

Vinex assists clients in:

Designing transaction models that comply with Vietnamese laws.
Drafting and reviewing documents such as share purchase agreements (SPA), capital contribution contracts, and non-disclosure agreements (NDA).
Supporting deal negotiations between local and foreign parties.

Our approach focuses on clarity, cost-efficiency, and long-term sustainability.

3. Licensing and Regulatory Compliance

All M&A transactions in Vietnam must be registered and approved by the competent authorities such as the Department of Planning and Investment (DPI) or other sector-specific regulators.

Vinex provides full support in:

Preparing and submitting registration dossiers.
Liaising with Vietnamese authorities to obtain approvals.
Updating enterprise registration and investment certificates after transaction completion.

This ensures your transaction meets all local requirements and avoids unnecessary delays.

4. Post-Merger Integration

After the deal closes, investors must ensure that the merged or acquired company operates legally and efficiently under the new structure.

Vinex supports post-merger tasks such as:

Updating business licenses and company records.
Assisting with tax registration and capital contribution schedules.
Advising on employment transition and internal compliance.

Our end-to-end support helps investors achieve a smooth transition and maintain operational continuity.

5. M&A Case Experience in Vietnam

Vinex has assisted a wide range of M&A transactions across different industries, including:

Real estate and construction: organization-to-organization project transfers and investment capital restructuring.
Manufacturing: Vietnamese enterprises acquiring production projects from foreign entities.
Consumer goods and retail: individuals acquiring equity stakes in local distribution businesses.
Media and communication: cross-border acquisition of Vietnamese service companies by foreign investors.
Joint ventures: partial capital transfers between foreign organizations operating in Vietnam.

These experiences reflect Vinex’s deep understanding of both Vietnamese regulatory frameworks and international investment practices.

Why Choose Vinex for M&A Legal Advisory

Deep understanding of Vietnamese investment and corporate laws.
Proven experience in handling domestic and cross-border M&A transactions.
Professional bilingual team (English–Vietnamese) ensuring clarity and precision.
End-to-end coordination between legal, tax, and business compliance units.
Transparent communication and full confidentiality in every step.

Start Your M&A Journey with Vinex Today

Vinex – Your One-Stop Business Setup Partner in Vietnam From incorporation to operation, we help foreign investors establish, manage, and grow their business legally and efficiently.

Whether you are exploring a new investment, planning an acquisition, or restructuring your business — Vinex provides strategic legal advisory and full-cycle M&A support to make your expansion in Vietnam seamless and compliant.

Contact Us Today: Email: contact@vinex.com.vn Hotline: +84 98 1111 811