Growth often comes down to one question: how quickly can you enter the right market?
For many investors and business owners, buying a business in Vietnam offers a faster route to expansion than building one from the ground up. An established company may already have customers, employees, supplier relationships, and operational systems in place.
Under Vietnamese law, this process is typically structured as an acquisition of shares or capital contributions, or as an asset acquisition, each method entails distinct legal and tax consequences.
If you are evaluating opportunities in Vietnam, here are several reasons why an acquisition could be worth serious consideration.
Thinking about acquiring a business in Vietnam? KC Partnership advises investors and business owners on due diligence, deal structuring, regulatory compliance, and cross-border transactions. Speak with our team to gain clarity before moving forward..
Vietnam has consistently attracted foreign investment due to its strong economic fundamentals, expanding consumer market, and growing role in global supply chains.
Foreign direct investment (FDI) remains strong, reflecting continued confidence from international investors.
Notably, according to the General Statistics Office, Vietnam attracted USD 15.2 billion in registered FDI during the first quarter of 2026, marking a sharp 42.9% increase compared to the same period in 2025.
Driven by this increase, the M&A market has experienced a strong surge. In the first three months of 2026 alone, foreign investors executed 703 capital contribution and share acquisition deals totaling US$2.66 billion, a 2.3-fold increase compared to the same period last year, indicating that acquiring existing assets has become the preferred market entry strategy.
Several factors continue to support investor confidence:
● A large and relatively young workforce
● Growing middle-class consumption
● Strong manufacturing and export sectors
● Strategic location within Southeast Asias
● Participation in multiple international trade agreements (such as CPTPP, EVFTA, RCEP)
● Ongoing infrastructure development
For business buyers, these factors create an environment where growth opportunities can be easier to identify and pursue, provided that investment flows and market access conditions are properly implemented according to the Law on Investment 2025.
Starting a business from scratch in a foreign country often involves a lengthy setup process.
You may need to:
● Establish a legal entity
● Secure licences and permits
● Recruit employees
● Build supplier relationships
● Develop brand awareness
● Acquire customers
When you acquire an existing business, many of these foundations are already in place.
Depending on the transaction structure (such as an equity deal which preserves the corporate identity of the target), you may gain access to:
● Existing customers
● Established operational systems
● Trained employees
● Supplier networks
● Revenue-generating activities
● Local market knowledge
This can significantly reduce the time required to establish a commercial presence in Vietnam.
If you are seeking faster market entry, acquiring an existing company can often be a more efficient route than launching a new venture, provided that approvals for M&A and foreign ownership limits are carefully considered.
Foreign investors must undergo a mandatory M&A approval process with the licensing authority if the target company operates in restricted sectors or if the transaction results in foreign acquiring a controlling interest exceeding 50%.
Furthermore, internal adjustments to existing sub-licenses and investment registration certificates (IRCs) following the transaction’s completion must be factored into the transaction implementation timeline.
Relationships matter in every market.
In Vietnam, trusted commercial relationships often play an important role in business operations. Building these networks from scratch takes time.
An existing business may already have:
● Long-standing customer relationships
● Reliable suppliers
● Distribution channels
● Strategic partnerships
● Industry connections
Acquiring a business can provide access to these established relationships, allowing you to focus on growth rather than starting every conversation from zero.
This can be particularly valuable if you are entering Vietnam for the first time. However, preserving these relationships post-acquisition requires rigorous contractual review during the stage of due diligence. If the target company’s ownership is transferred to a foreign investor without the prior written consent of its key suppliers or partners, those contracts may be subject to immediate termination.
Furthermore, ensuring that the target entity's intellectual property rights are fully protected and free from rights-related conflicts is essential to safeguarding the transaction.
Vietnam's domestic market continues to expand alongside rising incomes and urbanisation.
As purchasing power increases, businesses across multiple sectors may benefit from growing demand:
● Consumer goods
● Food and beverage
● Retail
● Healthcare services
● Technology
● Logistics
● Education
● Manufacturing
A business that already has market presence and customer recognition may be well positioned to benefit from these long-term consumption trends.
Rather than spending years building market visibility, a strategically structured acquisition may allow you to participate in existing demand from day one.
Every business investment carries risk. However, buying an existing business can sometimes provide greater visibility compared to launching an entirely new venture.
You may have access to information such as:
● Historical financial performance
● Existing contracts
● Operational processes
● Customer retention data
● Workforce structure
● Market positioning
This information can help support a more informed investment decision. Of course, the quality and reliability of this information depend heavily on proper legal and commercial due diligence.
Without a thorough due diligence process, hidden liabilities or regulatory issues may not become apparent until after completion of the transaction..
Furthermore, a lack of careful examination of assets of the target company could expose the purchaser to unresolved labour disputes, commercial contracts rendered void due to the absence of proper corporate authorisation, or land use rights lacking a legal basis, etc., that could diminish the business's value post-closing.
Vietnam has become an increasingly important manufacturing and production hub. Many multinational companies have expanded their presence in Vietnam as part of broader supply chain diversification strategies. The country continues to attract investment into manufacturing, technology, electronics, and high-value industries.
For investors looking at:
● Manufacturing businesses
● Industrial operations
● Export-focused companies
● Logistics providers
● Supply chain service providers
Vietnam's growing position within regional and global trade networks can create attractive long-term opportunities. An acquisition may provide immediate access to established operations that are already participating in these supply chains.
Besides, entering the supply chain in Vietnam via M&A requires rigorous legal due diligence regarding the target company's assets. Investors must verify the status of the target company's facilities, particularly for projects using land.
Additionally, validating the target company's environmental permits and fire safety approvals is also crucial. Any post-transaction business expansion or restructuring will necessitate re-evaluation against the latest, stricter compliance standards. This could significantly impact operational continuity as well as the validity of existing corporate tax incentives.
People often determine whether an acquisition succeeds.
Recruiting and retaining skilled employees in a new market can be challenging, especially if you are unfamiliar with local employment practices.
An established business may already have:
● Manufacturing businesses
● Experienced management teams
● Operational staff
● Technical specialists
● Industry knowledge
● Established workplace processes
Retaining key employees after completion can help maintain business continuity and reduce disruption during the transition period. This can be particularly important for specialised businesses where expertise and customer relationships are closely linked to employees.
From a legal perspective, however, inheriting a workforce comes with statutory mandates under the Labour Code of Vietnam. If the acquisition triggers any corporate restructuring or operational changes affecting employment, the employer is legally obligated to draft and implement a mandatory labour usage plan in consultation with the internal grassroots trade union.
A promising business opportunity should always be supported by careful legal review.
Before buying a business in Vietnam, you should consider matters such as:
● Corporate structure
● Ownership rights
● Regulatory approvals (such as the requirement to obtain M&A approval from the licensing authority or to file a notification of economic concentration (antitrust))
● Licensing requirements
● Employment obligations
● Tax implications
● Existing contracts
● Intellectual property rights
● Potential liabilities and pending disputes
The legal framework surrounding mergers and acquisitions can be complex, particularly when foreign investors are involved.
A well-structured transaction helps reduce risk and provides greater confidence throughout the acquisition process.
Many business acquisitions look attractive on the surface.
The real value often becomes clearer only after a detailed review.
Comprehensive legal due diligence can help identify:
● Undisclosed liabilities
● Regulatory non-compliance
● Contractual risks
● Shareholding issues
● Pending disputes
● Employment concerns
● Intellectual property ownership issues
Addressing these matters before signing can help prevent costly surprises later
AFor many investors, legal due diligence is one of the most important stages of the entire acquisition process because the findings of a thorough legal due diligence report serve as a key basis for the purchaser to renegotiate the purchase price, restructure payment milestones, and draft robust terms within share purchase agreements, thereby comprehensively protecting the investor against liabilities arising from the pre-closing period.
Buying a business in Vietnam can offer a practical route into one of Southeast Asia's most dynamic markets.
An acquisition may provide faster market entry, access to established customers, existing operational infrastructure, and valuable local relationships. Combined with Vietnam's continued economic growth and strong investor interest, it is easy to see why many businesses are exploring acquisition opportunities in the country.
However, every transaction carries legal, commercial, and regulatory considerations. The right advice can help you assess opportunities more effectively and reduce unnecessary risks along the way.
A successful transaction requires strict adherence to foreign ownership limits, the securing of mandatory M&A approvals, compliance with labour laws, and the resolution of outstanding tax obligations or potential asset-related issues.
In-depth legal counsel enables you to evaluate opportunities more effectively, structure the transaction smoothly, and safeguard your investment against avoidable risks throughout the execution process. As such, having an experienced legal partner is not merely an advantage but a prerequisite for executing transactions with confidence.
Whether you are acquiring your first company in Vietnam or expanding an existing regional portfolio, experienced legal guidance can help protect your interests throughout the transaction.
At KC Partnership, we advise clients on cross-border transactions, corporate structuring, regulatory compliance, commercial agreements, and other legal matters that arise throughout the acquisition process.
With offices in both Ho Chi Minh City and Hanoi, our team combines local market knowledge with regional legal experience to support clients navigating business acquisitions in Vietnam.
From the initial assessment to transaction completion, we help you navigate legal and regulatory complexities so you can make informed business decisions with greater confidence.
Planning to buy a business in Vietnam? Speak with KC Partnership to better understand the legal, regulatory, and transaction-related considerations before moving forward with your investment.
