Law on foreign investors’ capital contributions, share purchases, and purchases of contributed capital in Vietnam

This study analyzes the law and practice governing foreign investors’ capital contributions, share purchases, and purchases of contributed capital (M&A) under the 2025 Investment Law and its implementing regulations. Using doctrinal legal research combined with case analysis based on actual consulting files at Loc Phat Tien Law Co., Ltd., the study clarifies the selective control mechanism and two-stage administrative procedure applicable to this form of investment. It also identifies recurring issues concerning registration obligations, the independence of investment approval from sector-specific legal compliance, payment-flow risks, and the legal status of business premises. The study proposes digitizing registration procedures, strengthening data connectivity among regulatory agencies, and standardizing legal due diligence at law-practice organizations.