On 15 May 2026, the Ministry of Finance issued Circular 55/2026/TT-BTC (Circular 55/2026), introducing a new set of forms for investment activities in Vietnam. Two specific changes in the new form of application for M&A Approval are notable for investors engaged in M&A transactions.

1. A shift in pricing information from actual value to estimate

In our previous post, we discussed how the requirement for a fixed price in the M&A application (under the then-applicable Circular 25/2023) was not always consistent with the dynamic nature of deal-making, where the price often shifts between the application date and the closing date.

Circular 55/2026 now allows the transaction value to be stated as an estimate.

While this looks like a positive step toward flexibility, it remains to be seen how "broad" the estimate can be in practice. If the actual closing price deviates significantly from the "estimated" range stated in the M&A Approval, it is unclear whether the licensing authority or the remitting bank will still require a re-registration. Investors should therefore exercise caution when setting these "estimated" figures to ensure they cover potential price adjustments.

2. Requirement for legal representative details may be a potential loop of re-applications

The second, and arguably more problematic, change is that the new M&A Approval application form requires detailed information about the legal representative of the target company. More importantly, this information is not limited to the application dossier; it will also be officially recorded in the issued M&A Approval itself.

In practice, there is often a gap of time between the issuance of the M&A Approval and the actual closing of the deal. To prepare for the takeover, the buyer may request that the target company replaces its existing legal representative (typically a person nominated by the seller) with a person nominted by the buyer, or to add the buyer's nominee as a second legal representative. If the target company changes its legal representative after the M&A Approval is issued but before the transaction is completed (i.e., before the buyer is recorded as a member/shareholder), the legal representative information on the M&A Approval will no longer match the target company's enterprise registration certificate. In such case, to ensure consistency in the records for the final step of updating the member/shareholder list, the parties may need to re-apply for a new M&A Approval simply to update the legal representative’s name.

This may leave the buyer with an awkward choice: either wait until closing to change the legal representative (thereby delaying operational control), or change it during the gap peiord and accept the risk of the M&A Approval becoming technically inconsistent with the target's records at closing.

3. Conclusion

While Circular 55/2026/TT-BTC brings investment procedures closer to the commericial reality of M&A transactions, the inclusion of the legal representative’s details in the M&A Approval may introduce an additional layer of administrative rigidity. For now, investors and their legal counsel should carefully time any change of legal representative to avoid the need to re-apply for the M&A Approval.

This post is written by Le Minh Thuy.

Vietnam Business Law