Vietnam: A Corporate/M&A Overview

Socio-Economic Backdrop and M&A Environment in 2025

Vietnam’s development reached a pivotal phase in 2025 with various comprehensive institutional and administrative reforms across multiple sectors, from the governmental to local level. Such reforms aim to establish modern governance mechanisms, while at the same time enhancing administrative efficiency and ultimately, supporting Vietnam’s long-term socio-economic development objectives. Such systematic changes may place considerable operational burdens on authorities; however, they did not cause any adverse effects regarding M&A activities. In 2025, Vietnam has continued to demonstrate its strong macroeconomic resilience and has managed to sustain investor confidence, even within this unprecedented period.

According to the General Statistics Office of Vietnam, GDP growth in 2025 reached 8.02%. Total registered foreign investment as of 31 December 2025 amounted to approximately USD38.42 billion, representing a modest increase of 0.5% compared to the previous year. Notably, disbursed foreign direct investment (FDI) was estimated at USD27.62 billion, reflecting a year-on-year increase of 9.0%. These figures underscore Vietnam’s continued attractiveness for long-term capital and strategic investments.

Key Sectors and Notable M&A Activity in 2025

In 2025, foreign investment activity in Vietnam remained broad-based, spanning a wide range of sectors. Manufacturing and processing continued to dominate, accounting for approximately 54.7% of the total amount of foreign investment. This was followed by real estate (18.5%) and wholesale, retail and automotive-related services (7.9%), with the remainder distributed across other sectors.

Transactions throughout the year illustrate the diversity of M&A activities in Vietnam. In the healthcare sector, Ares Management Corporation invested USD150 million to acquire a 30% stake in Medlatec, one of Vietnam’s largest private healthcare systems. In the industrial and building systems sector, Daikin Industries expanded its footprint in Vietnam through the acquisition of a major local integrator. In the consumer and retail services sector, private equity firm Creador acquired a 13% stake in FPT Long Chau Investment JSC, the owner of one of Vietnam’s largest pharmacy chains.

The above examples reflect the increasing sophistication of investors’ appetites for Vietnam’s M&A activities – not only for export-oriented manufacturing assets, but also for healthcare, consumer services, and technology-enabled businesses, particularly those with strong domestic growth prospects and scalable operating platforms.

Policy Direction and Legal Reform Agenda for 2026

In 2025, various major policy initiatives were adopted and are expected to have significant impacts on M&A and the investment landscape in the years ahead. These include Resolution 66-NQ/TW on reforming the development and enforcement of laws, as well as Resolution 68-NQ/TW on promoting the private economic sector. With these foundations, the government has introduced a range of strategic measures, including roadmaps to further attract foreign investment into Vietnamese capital markets.

In particular, the government is aiming to improve market access, reduce regulatory barriers, and create a transparent, stable and predictable environments for foreign investors. By 2028, Vietnam is expected to have one of the top three legal frameworks for investment and business activities within ASEAN. The first step to achieving this target began in late 2025, with the adoption of 20 laws and resolutions on a wide range of areas, including corporate governance, digital transformation, tax and investment policies. Those are expected to have material implications for corporate structuring, compliance and transaction execution in M&A activities.

Key Legislative Developments Affecting Investment in 2026

Following administrative reforms, Vietnam’s legislative agenda for 2025–26 represents the most comprehensive wave of legal reforms in recent years. Core statutes governing corporate organisation, investment approval, conditional business activities and ownership transparency have been amended or newly enacted, with many of these changes taking effect immediately in 2026. These changes will have an unprecedented impact on M&A activities (eg, transaction structuring, regulatory approvals, due diligence scope and post-closing compliance obligations) and, in general, corporate governance for foreign-invested enterprises in Vietnam.

While the current policy direction is to enhance the attractiveness of Vietnam for foreign investment activities, particularly by ensuring transparency and fewer barriers to entry for investors, this legal transition also requires investors (and Vietnamese policy-makers) to conduct thorough assessments to ensure the appropriate management of enterprises and operation of the market before the interpretation and implementation of the reformed regulations are clarified.

With that in mind, here are two crucial topics that may have a material impact on M&A activities in Vietnam in the coming year.

Beneficial owner (BO) concept and projected implications for nominee scheme

In recent years, some foreign investors have implemented business models in Vietnam with “nominee arrangements”. In particular, through the participation of their nominees, some conditions that would otherwise apply to foreign investors can be eliminated, such as those relating to ownership limitations, conditional or restricted business lines or the need for additional sub-licences.

This scenario may change with the latest amendment of the Law on Enterprises, effective from 1 July 2025, which newly introduces the beneficial owner (BO) concept into Vietnam’s corporate law. This represents a leap towards transparency, aligning the Vietnamese corporate legal framework with international anti-money laundering standards.

Specifically, enterprises are required to identify and disclose their beneficial owners, defined as individuals who directly or indirectly own at least 25% of charter capital or voting rights, or who otherwise exercise de facto control of target enterprises.

To avoid any risks in compliance and feasibility regarding M&A deals, specifically when dealing with strict-view interpretations from the authorities, foreign investors must be prepared to take the cautious approach. In particular, foreign investors should ensure full compliance with their beneficial ownership disclosure obligations, as transactions involving nominee arrangements or layered or offshore holding structures may trigger heightened regulatory scrutiny, requiring foreign investors to undertake more comprehensive ownership-related due diligence.

Possible exemptions for restrictions of foreign investment activities

As mentioned above, foreign-invested entities may be subject to obstacles imposed by various laws when implementing certain business activities in the Vietnamese market. Some examples of such limitations are as follows:

• In the advertising sector, under Vietnam’s WTO Commitments and guidelines from the competent authority (the Ministry of Culture, Sports and Tourism), foreign-invested entities may only provide advertising services if they form joint ventures with advertising-licensed Vietnamese companies (the “JV requirement”).

• In the retail sector, foreign-invested enterprises that wish to establish a second retail outlet (or more) are subject to the Economic Needs Test (ENT) for the issuance of the retail outlet licence. In practice, the assessment of ENT is resource-consuming and burdensome for investors.

As of now, Vietnam is a member state of various new-generation treaties – eg, the Comprehensive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and the EU-Vietnam Free Trade Agreement (EVFTA). Many of these treaties include exemptions for foreign investment restrictions to attract high-quality investors and capital sources into the market. Legally speaking, the JV requirement and ENTs have been abolished and are not applicable to investors from treaty member states (eg, EU member states or Japan, subject to the applicable treaties).

As a part of the domestication of exemptions as stipulated in the above treaties, the Vietnamese government has proposed to amend some domestic regulations to align with the agreements in those treaties. For example, there is a proposal for the removal of the ENT for foreign-invested enterprises originating from member states of treaties under which Vietnam has committed to remove this requirement. Similarly, we expect the JV requirement for the advertising sector to also be removed in the near future.

Outlook

Looking ahead to 2026, Vietnam is well positioned to remain a key destination for M&A and foreign investment in Southeast Asia. Strong macroeconomic fundamentals, sustained policy commitment to legal reform, and a growing pool of high-quality assets across multiple sectors are likely to continue attracting strategic investors and private capital. While regulatory changes will require close monitoring, particularly as implementing regulations are issued, the overall trajectory points towards a more transparent, efficient and investor-friendly M&A environment.