Mergers and Acquisitions

1.M&A in Vietnam

  • Industries injure national defense, national security and public utilities
  • Industries injure history culture heritage and traditional public order and morals
  • Industries injure ecological environment
  • Industries related to hazardous waste
  • Investment related to national security
  • Financial and bank
  • Culture, Information, News, Publication
  • Entertainment
  • Mining of natural sources, Protection of ecological environment
  • Education and training
  • Other industries regulated by laws or international treaty
  • Broadcasting
  • Publication and distributing of cultural works
  • Probe and development of mineral
  • Home delivery or post
  • Construction and management of airport or seaport
  • Railway or air transport, marine or river transport
  • Fishing industry
  • Production of Tabaco
  • Real estate industry
  • Import and export industry, transportation industry
  • Education and training
  • Hospital and clinic
  • Laws, Accounting, Audit, Tax, Consulting services
  • Communication service
  • Construction service
  • Distribution industry such as wholesale business and franchise
  • Environment service such as sewage disposal
  • Financial industry such as insurance, bank and security exchange
  • Healthy service such as hospital
  • Tourism service such as hotel, tourism
  • Entertainment service
  • Transportation service such as marine, airline and railway
  • Corporation of 100% foreign investment
  • Corporation merged with local companies in Vietnam
  • Business corporate contract
  • Build operate transfer contract, Build transfer operate contract, Build transfer contract
  • Subsidiary and representatives
  • Indirect investment by purchasing or takeover of shares
  • Others
  • Profits of business
  • Profits of business based on Investment Act
  • Payment of using services or technology
  • Payment of interest and repayment of principal
  • Remittance of legal cash owned by investors
  • Remittance of legal property while liquidating of company

2. Process of M&A in Vietnam

❶ Laws related to M&A

Companies Act, Investment Act, Competition Act, Securities Exchanges Act, Environment Act, Property Act, Real Estate Act

❷ Prohibited Industries for investment

❸ Industries invested with conditions

(For domestic investment and foreign investment)

(Only for foreign investment)

❹ Limitations by ratio of investment

There are eleven industries to be opened in Vietnam after entering WTO in 2007. The opened industries including:

❺ Company forms of M&A

According to No.21 of Investment Act, the following forms of corporations can be invested.

❻ Limitations about land

In general, land is the common property of Vietnamese nationals. So the right of usage is for individuals or corporations with Vietnam nationality. Therefore, it is not recognized to own the land in Vietnam for foreign companies. Foreign companies have to borrow the land from Vietnam government and pay the fees to government.

❼ Limitations about remittance from overseas

It is prohibited to remit to overseas from Vietnam in VND. So, in the case of remittance from Vietnam to overseas, the remittance should be done after exchanging of foreign currency. The following cases can remit in the foreign currency from Vietnam.

However, there are two conditions that have to be satisfied when remitting from Vietnam to overseas.

ⅰ Just one time to remit after accounting period

ⅱ No accumulated losses

If companies satisfy the two conditions, they are required to apply for permission to Tax Office before 7 days of remittance.

❽ Limitations of opening an account

There are three types of account can be opened in Vietnam. They are capital account, savings account and regular account. And only one capital account can be opened for one company. In addition, remittance of capital, dividend and payment of interest of debts over one year from overseas must be remitted from the capital account.

To learn more about our incorporation assistance and a range of services related to M&A in Vietnam, send us a message or call us at +81-3-5369-2930.