The 2025 Investment Law permits foreign investors to contribute capital or purchase shares or equity interests in Vietnamese companies. Article 21(3), however, requires prior registration for specified transactions before the company changes its members or shareholders. A share or equity purchase itself does not require an Investment Registration Certificate (IRC) under Article 26(2)(c). Any existing IRC held for a target company\u2019s project should still be checked if that project will change.<\/p>\n
First, the transaction increases foreign ownership in a business line subject to conditional market access for foreign investors. Second, it results in a foreign investor or an economic organization described in Article 20(1) holding more than 50% of charter capital, including a move from 50% or less to over 50%, or a further increase above that level. Third, the target holds a land use right certificate for land on an island, in a border or coastal area, or another area relevant to national defence and security.<\/p>\n
Review the target\u2019s actual activities, applicable foreign ownership rules and ownership percentages before and after closing, including holdings through intermediary companies. Examine land rights, sector licences, tax exposure, material contracts, disputes and any existing IRC. If a deposit or share purchase agreement is signed before a required approval, set clear conditions precedent, a refund mechanism and an exit right if approval is refused.<\/p>\n
Where registration is required, file the capital contribution or share purchase application with the investment registration authority first. After the outcome, complete the applicable corporate changes, then address payment, tax, licences and any project IRC update. The lawful bank account and remittance route depend on the deal structure and foreign exchange rules; confirm them before money moves.<\/p>\n
KM Union can assess market access, registration triggers and land issues, review the share purchase agreement and manage the corporate filings. Send us the proposed stake, the target\u2019s business activities and its land locations for an initial approval map.<\/p>\n