Vietnam Business Law is a website managed by lawyers of Venture North Law Limited (VNLaw). Venture North Law Limited (VNLaw) is a Vietnamese commercial law firm. We won the Rising Law Firm of the Year Award at the Southeast Asia Law Awards for the years 2020 and 2021 held by The Legal 500. Very few Vietnamese law firms have achieved a similar regional recognition.
Posted in: Merger & Acquisition
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.
Under Article 41 of the Law on Real Estate Business 2023 (Real Estate Business Law), a real estate project (Project) eligible for transfer may follow one of two sets of legal procedures, depending on how it was approved. While the difference may appear procedural at first glance, it has significant implications for when the transfer transaction is legally completed, and for what the parties can (or cannot) do if the transaction ultimately falls through. This post discusses the two procedures and the practical implications arising from the distinction between them.
Vietnam has temporarily raised several general economic concentration notification thresholds under Resolution No. 66.18 of the Government dated 18 May 2026 (Resolution 66/2026), a practical change for M&A transactions as fewer deals should be caught solely by Vietnamese assets, Vietnamese turnover or transaction value.
On 14 June 2025, the National Assembly passed the amended Corporate Income Tax Law 2025 (CIT Law 2025). Among other things, this legislation is expected to bring significant changes in determining the method of calculating tax for capital transfer and securities transfer transactions (Capital Gains Tax) undertaken by foreign companies. This post aims to provide a comprehensive and clear overview by analyzing and comparing these new regulations with those stipulated in the Corporate Income Tax Law 2008 (CIT Law 2008).
A key area of adjustment in the CIT Law 2025 relates to the definition of taxable income arising in Vietnam for foreign companies, making it more transparent.
Under the CIT Law 2008, the specific definition of such income was not explicitly clarified within the law itself; rather, it was detailed in Decree 218/2013 guiding the CIT Law 2008. In contrast, the CIT Law 2025 has directly incorporated this definition, clearly stating that taxable income arising in Vietnam for foreign companies is income originating from Vietnam, irrespective of the location where business activities are conducted.