Breakthrough M&A opportunities at the International Financial Centre (IFC) under Resolution No. 222/2025/QH15

Mergers and Acquisitions (M&A) of enterprises and financial institutions are the “lifeblood” driving cross-border capital flows. Within the special legal framework established under Resolution No. 222/2025/QH15 on Vietnam’s International Financial Centre (“Resolution 222”), M&A activities at Vietnam’s International Financial Centre (IFC) are not merely commercial transactions but are positioned as strategic tools to attract global capital, promote integration, and establish large-scale financial groups. From a legal perspective, M&A capital inflows into Vietnam’s IFC are expected to be significantly stimulated by the following revolutionary changes: 

I. No restrictions on foreign ownership ratio 

Ordinarily, pursuant to Section B, Appendix I of Decree No. 96/2026/ND-CP (“Decree 96”), core sectors such as insurance, banking, securities business, and related services are classified as sectors subject to market access restrictions. Accordingly, foreign investors participating in these sectors are typically required to comply with foreign ownership limits or satisfy stringent conditions prescribed under specialized laws. 

However, Point a, Clause 2, Article 11 of Resolution 222 introduces a breakthrough and distinctive mechanism applicable to members operating within the IFC. Under this mechanism, foreign investors may enjoy substantially expanded market access rights, including the ability to own all or part of the shares or capital contributions of a Member. This policy creates exceptional opportunities for international financial groups, investment funds, banks, insurance companies, and global asset management institutions to participate more deeply in the Vietnamese market through M&A transactions, rather than being limited to joint venture arrangements or minority investments as was previously the case. 

Nevertheless, this liberalized regime does not mean the complete removal of regulatory requirements. Enterprises and investors must still satisfy all criteria for IFC membership as well as sector-specific requirements applicable to their respective fields of operation. Specifically: 

  • Enterprises must fully satisfy the criteria for becoming an IFC Member in accordance with Article 10 of Resolution 222. 
  • Investors must comply with sector-specific requirements regarding legal form and operating licences in certain sectors. For example, in the securities and insurance sectors, investors are required to establish a presence in the form of a limited liability company and obtain licences from the Ministry of Finance or the State Securities Commission. 
  • The scope of permitted activities may be restricted (for example, services may only be provided within the IFC and to foreign clients) in accordance with detailed regulations issued by the Government. 
  • Matters relating to licensing, scope of operation, and business activities shall be governed by regulations of the Government. 

Overall, the significant relaxation of foreign ownership restrictions is regarded as a strong signal that Vietnam is gradually aligning itself with the standards of leading international financial centres while creating a favorable environment for attracting large-scale M&A transactions.  

II. Reduction of administrative procedures 

For many years, one of the greatest obstacles to foreign-invested M&A transactions in Vietnam has been the complexity of administrative procedures, lengthy processing timelines, and the requirement to obtain prior approvals from multiple state authorities. Point c, Clause 2, Article 11 of Resolution 222 introduces a significant shift by adopting a post-audit approach for various investment and M&A transactions within the IFC. Accordingly, foreign investors are not required to carry out procedures for registration of capital contributions, share acquisitions, or acquisitions of capital contributions under the laws on investment when contributing capital to, acquiring shares in, or acquiring capital contributions of a Member. Instead, except in the banking sector, they are only required to carry out procedures for notifying changes to enterprise registration contents in accordance with the laws on enterprises.  

This change is particularly significant for the M&A market because it removes one of the most time-consuming administrative procedures in the transaction completion process. Upon completion of a transaction, the enterprise is essentially only required to update and notify changes to its enterprise registration information in accordance with enterprise laws. This mechanism significantly shortens transaction completion timelines, minimizes risks arising from market fluctuations, and enhances flexibility during negotiations. 

However, it should be noted that exemption from investment procedures does not mean the complete elimination of legal obligations relating to investment activities. Pursuant to Article 6 of Decree No. 324/2025/ND-CP, where an investment project falls within the categories requiring investment policy approval under investment laws and relevant regulations, the investor must still obtain investment policy approval before implementing the project. The key distinction is that such projects are not required to undergo procedures for obtaining an Investment Registration Certificate (IRC). In other words, the IFC legal framework separates the establishment and operation of a legal entity from the implementation of a specific investment project, thereby substantially simplifying administrative procedures while still ensuring effective state management over projects with significant impacts.  

Resolution No. 222/2025/QH15 marks an important milestone in the development of Vietnam’s International Financial Centre. The combination of expanded foreign ownership rights and the simplification of M&A procedures through a post-audit mechanism helps create a highly competitive investment environment compared to many financial centres in the region. 

Submission date: 20/6/2026

Related posts

  1. Why M&A Deals Fail? A 20-Point Checklist for Risk Assessment and Strategic Success
  2. Defusing the “ticking time bomb” of contingent liabilities in M&A transactions: A practical legal guide for 2026
  3. Legal corridor for International Financial Centers (VIFC) in Viet Nam: Key points for investors

Disclaimers:

This article is for general information purposes only and is not intended to provide any legal advice for any particular case. The legal provisions referenced in the content are in effect at the time of publication but may have expired at the time you read the content. We therefore advise that you always consult a professional consultant before applying any content.

For issues related to the content or intellectual property rights of the article, please email cs@apolatlegal.vn.

Apolat Legal is a law firm in Vietnam with experience and capacity to provide consulting services related to M&A Consulting and contact our team of lawyers in Vietnam via email info@apolatlegal.com.



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