You are using an outdated browser and your browsing experience will not be optimal. Please update to the latest version of Microsoft Edge, Google Chrome or Mozilla Firefox. Install Microsoft Edge

September 20, 2018

Lexology Navigator: M&A – Vietnam

Lexology

With its rapidly growing economy, continuing divestment of state-owned enterprises, and loosening of foreign ownership limits, Vietnam has increasingly become a target for foreign investors’ M&A activities. However, as regulations and formalities for M&A differ from jurisdiction to jurisdiction, investors contemplating transactions in Vietnam would be well advised to study the country’s unique characteristics before proceeding.

Lawyers from Tilleke & Gibbins provide answers to common questions about M&A in Vietnam in Lexology Navigator: M&A, a multi-jurisdiction overview of matters related to mergers and acquisitions including applicable legislation, regulation of the market, due diligence and public information, documentation and execution formalities, foreign ownership limitations, employee transfer obligations, and competition restrictions. Please click here to see the Vietnam content.

Lexology is a product of the Globe Business Media Group, and is the most comprehensive source for free-to-access international legal updates, analysis, and insights, with content from over 800 leading law firms worldwide. The Lexology Navigator series covers a wide range of legal topics, from anti-corruption to virtual currencies, and allows users to quickly compare laws and regulations across multiple jurisdictions at the same time with an easy-to-use online tool.

Tilleke & Gibbins also provided the Lexology Navigator: M&A content for Myanmar.

RELATED INSIGHTS​ 

August 7, 2026
On July 31, 2026, the Trade Competition Commission of Thailand (TCCT) launched a one-month public consultation period on proposed regulatory guidelines for competition in three business segments: (1) digital platforms; (2) modern trade and credit terms; and (3) ride-hailing and on-demand delivery, including food delivery and mart/quick commerce. At the same time, the TCCT released a market report on ride hailing and on-demand delivery that is likely to influence the guidelines and their interpretation and enforcement. The consultation runs until August 31, 2026. Stakeholders have a limited window to submit practical, evidence-based input that may shape the next phase of Thailand’s regulatory framework for competition. Scope of the Consultation The public consultation targets updating existing guidance in three business sectors that have experienced transformative growth and structural change: Digital platforms: The TCCT has actively monitored this sector in recent years and has coordinated with other regulators, primarily the Electronic Transactions Development Agency (ETDA) and the Ministry of Commerce. In March 2026 the TCCT’s Guidelines on Multi-Sided Platforms and E-Commerce Businesses took effect, and in July the TCCT established a digital platform subcommittee to regulate and prevent unfair trade practices in digital platform businesses. This activity followed a TCCT market report on e-marketplace businesses in September 2025. Modern trade and credit terms: This sector was the focus of the TCCT’s 2019 Guidelines on Unfair Trade Practices between Wholesale and Retail Operators and Manufacturers or Suppliers (widely known as the “Modern Trade Guidelines”) , as well as its 2021 Guidelines on Unfair Trade Practices regarding the Credit Terms under which Small and Medium Enterprises (SMEs) Sell Products or Services to a Purchaser (also known as the “Credit Term Guidelines”), which were amended the following year. Ride-hailing and on-demand delivery (including food delivery and quick commerce): The TCCT published the Guidelines on
July 15, 2026
On July 8, 2026, Thailand enacted a new law significantly expanding the framework for government service delivery and licensing facilitation. The Facilitation of Licensing and Public Services Consideration Act B.E. 2569 (2026) (Facilitation Act 2026) replaces and expands the framework of governmental services under the Facilitation of Official Licensing Consideration Act B.E. 2558 (2015) (Facilitation Act 2015) and broadens its scope to cover public services, administrative processes, and public benefits. The Facilitation Act 2026 aims to modernize government services by promoting e-filing, reducing administrative burdens and repeated document requests, and improving predictability. For businesses, this should ease compliance and shorten approval timelines, subject to implementing regulations and agency readiness. Public Services Facilitation Scope The Facilitation Act 2015 applied mainly to permissions, registrations, and notifications required before conducting activities that require licenses, certificates, permits, approvals, or registrations. The Facilitation Act 2026 broadens this framework to include public services and other benefits, such as welfare, subsidies, and grants, provided to Thai citizens, expanding government agencies’ responsibilities beyond licensing facilitation into a wider administrative-service framework. It also introduces a broader definition of “government agency” to include central, regional, and local government bodies, state enterprises, public organizations, and other state entities. Licensing Changes The Facilitation Act 2026 introduces a “super license” (termed a “main license” under the act) that exempts the holder from obtaining multiple related or ancillary licenses issued by different government agencies. Obtaining a super license deems the licensee to have automatically obtained the related “sublicenses” required to conduct the relevant activities. The cabinet will designate eligible activities by royal decree. The act also introduces an expedited licensing option, allowing applicants to pay an additional fee to fast-track their applications in urgent cases. Expedited processing must not interfere with standard application timelines. The criteria, procedures, conditions, and fees for expedited licensing
July 10, 2026
Vietnam has taken a significant step in regulating its e-commerce sector with the issuance of a new decree guiding the country’s recently enacted Law on E-Commerce. Decree No. 248/2026/ND-CP, issued on June 30, 2026, and taking effect the following day, addresses mandatory platform policies, registration requirements for offshore platforms, additional obligations on platform operators, and market access conditions for foreign investors. Mandatory Policy Contents The decree sets out detailed guidance on the required contents of various platform policies, covering pricing, payment, display priority, livestream sales, delivery, returns, method of service provision, and service termination and refunds. Clarification of Obligations for Platform Operators The decree provides clarification of the obligations applicable to platform operators. Notably, intermediary e-commerce platform operators with online ordering functions must: Collect specific information to implement electronic identity verification of sellers; Cooperate with regulators by reporting online through the state e-commerce management system and by blocking, suspending, or removing content upon request of a competent authority; Maintain a mechanism to store contract data, including price, product or service information, and parties’ information, for at least three years from the date of contract conclusion; and If qualifying as a “large digital platform” under consumer protection law, maintain an online system for receiving and handling complaints and requests, and comply with enhanced content-removal requirements. Registration Requirements for Offshore Platforms Offshore e-commerce platforms, whether direct-sales, intermediary, social-network-based, or integrated, that conduct e-commerce activity in Vietnam must register with the Ministry of Industry and Trade if the platform: Allows Vietnamese-language selection; Uses a “.vn” domain; or Reaches 100,000 or more transactions with Vietnam-based buyers within a calendar year. Notably, the registration requirement now captures not only traditional intermediary platforms, but also direct-sales platforms. Foreign Investment Conditions Foreign investors holding a controlling interest in an intermediary e-commerce platform, a social media platform
July 8, 2026
On July 7, 2026, the Trade Competition Commission of Thailand (TCCT) issued a press release announcing the establishment of two new subcommittees designed to intensify oversight of digital platforms and modern trade businesses. The formation of the digital platform subcommittee marks a significant escalation in competition enforcement following the TCCT’s Guidelines on Multi-Sided Platforms and E-Commerce Businesses, which took effect on March 25, 2026. Platform operators, sellers, and related service providers should expect heightened regulatory scrutiny and potential investigations into practices already flagged under the March guidelines. Two Dedicated Enforcement Bodies The first new body is the digital platform subcommittee—formally the Subcommittee on Supervision, Monitoring, and Prevention of Trade Conduct in Digital Platform Business. It is tasked with driving intensive oversight of digital platform businesses. It will coordinate with government agencies, the private sector, business operators, and other relevant stakeholders to supervise and prevent trade conduct that may affect competition, and to promote free and fair competition in the digital platform sector. The subcommittee will be composed of TCCT members and representatives from the Department of Internal Trade. The second body—the Subcommittee on Determining Guidelines and Action Plans Concerning Competition Conditions in Modern Wholesale and Retail Business—will study, analyze, and monitor market structure in modern wholesale and retail businesses, compile databases to analyze retail business concentration, assess impacts on small-scale operators, and propose supervisory measures for the retail sector. TCCT members will serve on the subcommittee alongside experts from government and private organizations, including the Office of Industrial Economics, the Office of Small and Medium Enterprises Promotion, the Thai SME Federation, and the Thai SME Council. Operational Impact for Industry Participants These subcommittees provide the TCCT with a focused mechanism to investigate various trade practices deemed unfair, and the TCCT has authority under the Trade Competition Act to issue cease-and-desist