In business, Mergers and acquisitions (M&A) are a strategic tool that helps businesses expand their scale, restructure their operations, and increase value. However, an M&A transaction is only successful when it is carried out in accordance with legal regulations and is thoroughly prepared in terms of legal, financial, and management aspects.
FundGo Law provides merger and acquisition advisory services. Comprehensive. We support businesses in implementing safe, efficient, and swift M&A transactions.
What is Mergers and Acquisitions (M&A)?
According to Vietnamese law, Mergers and acquisitions – M&A transactions are transactions that result in the transfer of ownership or control of a business or part of a business. through forms such as:
- Business merger
- Business consolidation
- Repurchase of capital contributions, shares
- Transfer of the entire business
These activities are primarily regulated by Enterprise Law, Investment Law, Competition Law and related guidance documents.
Example: ThaiBev acquires Sabeco (2017): A major deal that transformed Vietnam's beer industry, led by the Thai conglomerate. Masan acquires VinCommerce (2019): Masan strengthens its position in the consumer goods and retail sectors.
See more: Full-Service Investment Certificate Application Service
Purpose of M&A Activities
Activities mergers and acquisitions (M&A) not merely the transfer of business ownership, but rather a long-term business strategy to achieve the following specific objectives:
Expand the scale of operations and market share
Through M&A, businesses can rapidly expanding operations without having to start from scratch. Acquiring an existing customer base, distribution network, and market share helps businesses shorten their growth time compared to expanding on their own.
Quickly penetrate new markets
M&A enables businesses enter new markets by acquiring or merging with a company that is already operating stably in that market. This approach helps minimize legal, operational, and market risks compared to establishing a new company.
Optimize resources, technology, and personnel
After completing the transaction, the company may reallocate and use existing resources more effectively, including facilities, technology, management systems, and personnel. Consolidating resources helps reduce costs and improve operational efficiency.
Corporate restructuring and financial distress resolution
For businesses facing difficulties, M&A is a solution to restructure operations, improve financial situation through the acquisition of capital, management experience, or the transfer of management rights to investors with the appropriate capabilities in accordance with legal regulations.
Increasing business value and competitiveness
M&A helps businesses enhance brand value, financial capacity, and competitive position in the market. When scale, technology, and market share are consolidated, businesses are in a position to develop sustainably and adapt better to the business environment.
Forms of Business Acquisition and Mergers and Acquisitions (M&A) Under Vietnamese Law
Forms of business mergers and consolidations
According to Current Business Law, Business mergers are carried out in the following forms:
- Business merger. One or more businesses transfer all assets, rights, and obligations to another business and terminate the existence of the merged company.
- Business merger. Two or more businesses merge to form a new business, thereby terminating the existence of the old businesses.
These forms require businesses to complete all procedures related to business registration, labor, taxes, and contracts. and obligations to third parties.
Common forms of M&A in Vietnam
Depending on the objectives and transaction structure, mergers and acquisitions can be done through:
- Purchase shares or equity interests. Investors acquire a portion or all of the shares/equity interests to gain control of the business.
- Purchase of business assets. The buyer only receives the transfer of assets, projects, or part of the business operations, not the entire legal entity.
- Transfer of the entire business. The owner transfers all ownership rights of the business to the buyer in accordance with the Law on Enterprises and relevant laws.
Each form of M&A has legal consequences, taxes, and other obligations, needs to be carefully evaluated before implementation.
See more: Tax Consulting Services – In-Depth Tax Legal Advice for Businesses 2026
Procedures for Business Acquisitions and Mergers
An M&A transaction in Vietnam is typically carried out in the following basic steps:
Step 1: Determine the structure and objectives of the transaction
- Selecting the appropriate M&A structure
- Assessing the ability to meet legal, investment, and competitive requirements
Step 2: Legal Due Diligence
- Check the legal status of the business
- Review contracts, assets, labor, taxes
- Identify potential legal risks
Step 3: Negotiate and draft the M&A documentation
- Assignment Agreement
- Shareholder agreement, post-transaction commitment
- Plan for handling financial and legal obligations
Step 4: Complete the legal procedures
- Approval from the government agency (if applicable)
- Register business changes
- Fulfill tax obligations and report as required
Step 5: Post-merger integration
- Business handover
- Post-merger legal compliance consulting
- Support restructuring and stable operation
Fundgo Law's Business Acquisition and Merger Services
FundGo Law provides specialized M&A advisory services, suitable for domestic businesses and foreign investors, including:
- Advising on the structure of business acquisitions and mergers
- Pre-M&A legal due diligence of the business
- Compliance consulting on the Enterprise Law, Investment Law, and Competition Law
- Drafting, reviewing contracts and M&A documentation
- Representative working with the competent state agency
- Post-M&A legal advice and corporate restructuring
With a team of experienced lawyers and experts, FundGo Law is committed to accompanying businesses throughout the entire M&A process, limit risks and optimize legal benefits.
If you are preparing for a M&A deal, please contact FundGo Law for:
- Consulting in accordance with Vietnamese law
- Clear and transparent legal risk analysis
- Accompanying you from the preparation stage to the completion of the transaction
