The implementation of the International Financial Centre (the “IFC”) under Resolution No. 222/2025/QH15 (“Resolution No. 222“) opens up a new legal framework with many significant preferential mechanisms for foreign investors, particularly in financial sectors that are typically subject to strict regulation. However, alongside advantages such as no foreign ownership cap and simplified investment procedures, mergers and acquisitions (M&A) transactions within the IFC also raise noteworthy legal issues relating to approval obligations and the consequences of a change of control.
In this article, BLawyers Vietnam presents (i) the foreign ownership regime in the IFC compared with the general framework; (ii) approval requirements arising in the course of implementing investment activities; and (iii) legal risks resulting from changes in the ownership structure, thereby highlighting several practical considerations for structuring M&A transactions in the IFC.
1. Foreign ownership limits
Under Section B, Appendix I of Decree No. 96/2026/ND-CP (“Decree 96”), sectors such as insurance, banking, securities business, and related services are identified as sectors subject to market access restrictions. Under the general legal framework, in respect of these sectors, foreign investors may be subject to limits on capital ownership ratios or required to satisfy investment conditions under sector-specific laws.
However, for activities carried out within the IFC, the applicable mechanism is adjusted under Resolution 222, which establishes a special framework intended to attract investment. Specifically, foreign investors are permitted to own all or part of the contributed capital/shares in economic organizations within the IFC.
On that basis, it can be seen that no specific cap on foreign ownership applies to organizations operating in the IFC, unlike the ordinary regime applicable to conditional business sectors under Decree 96.
However, it should be noted that this mechanism remains subject to certain conditions, including:
- The enterprise must satisfy the criteria to become a member of the IFC; and
- For certain specific sectors, the economic organization must still satisfy sector-specific conditions, including requirements on legal form and operating licenses, for example:
- In the securities and insurance sectors, investors must establish a presence in the form of a limited liability company and obtain an Establishment and Operation License from the competent authority (the State Securities Commission or the Ministry of Finance);
- The scope of operation of these organizations may be restricted (for example, to provide services only within the IFC and overseas clients); and
- Licensing issues and the scope and substance of operations are governed by the Government.
2. Approval procedure requirements
Under Resolution 222, foreign investors are permitted to establish economic organizations within the IFC without having an investment project and without being required to carry out procedures for obtaining an Investment Registration Certificate (“IRC”) or in-principle investment approval at the time of establishment. After establishment, where the economic organization implements an investment project, it must carry out investment procedures in accordance with the investment laws.
However, this mechanism does not completely remove the obligation to conduct approval procedures during the implementation of investment activities. Specifically, under Article 6.1 of Decree No. 324/2025/ND-CP, where an investment project of an IFC member falls within the cases requiring in-principle investment approval under the investment laws and other relevant legal regulations, then:
- The member must still carry out procedures for in-principle investment approval before implementing the project; and
- No IRC is required for that project.
Accordingly, the mechanism in the IFC can be understood as separating the legal entity establishment stage from the investment project implementation stage. In this framework, the requirement for an IRC is removed, but the obligation to obtain in-principle investment approval remains in place for projects that require such approval under the general regime.
3. Change-of-control risks
Under Resolution 222, when foreign investors make capital contributions or acquire shares or capital contributions in IFC members, they are not required to carry out registration procedures under the investment laws (specifically, the registration procedure for capital contribution, share purchase, or acquisition of equity interests, commonly referred to as ‘M&A approval’), but only need to complete procedures for changing enterprise registration contents, except in the banking sector.
This mechanism helps simplify procedures and facilitates M&A transactions. However, it also gives rise to several matters that should be noted in relation to changes of control and the legal consequences arising after the transaction, specifically:
- First, the fact that no investment registration procedure is required at the time of the capital transfer does not exclude the possibility that the enterprise’s legal status may later be reassessed under the Investment Law, particularly in cases involving economic organizations with foreign-invested capital.
- Specifically, under Article 6.2 of Decree No. 324/2025/ND-CP, when a member undertakes investment activities from the IFC into the rest of Vietnam, there are two cases: (1) the member must satisfy conditions and carry out procedures as a foreign investor; or (2) the member carries out procedures as a domestic investor.
- Accordingly, the foreign ownership ratio and foreign investors’ control rights after the transaction may directly affect the enterprise’s legal classification in subsequent investment activities.
- Second, for investment activities outside the IFC or in conditional sectors, members must still fully comply with all regulations on market access and investment and business conditions under the relevant laws.
- Third, certain specific investment activities (for example, outbound investment) still require approval from the IFC Operating Authority, which shows that a control element remains at the regulatory level.
On that basis, it can be seen that although M&A procedures in the IFC are simplified, changes in the ownership structure (particularly increases in foreign investors’ ownership ratios) may still lead to significant legal consequences relating to investment conditions, applicable procedures, and the scope of the enterprise’s operations in subsequent stages.
How does BLawyers Vietnam support enterprises participating in the IFC?
In the context of investment and M&A activities in the IFC being closely tied to special mechanisms on ownership, approvals, and changes of control, designing the transaction structure and managing legal risks from the outset are key factors. Accordingly, BLawyers Vietnam supports clients through the following services:
- Advising on transaction structure and appropriate ownership models, leveraging the open mechanism on foreign ownership ratios in the IFC;
- Reviewing legal conditions, including IFC membership criteria and relevant sector-specific requirements;
- Identifying and assisting with approval and licensing obligations during investment implementation and project execution; and
- Drafting and negotiating transaction documents and supporting post-completion procedures to ensure compliance and practical implement ability.
The above is not official advice from BLawyers Vietnam. If you have any questions or suggestions about the above, please contact us at info@blawyersvn.com. BLawyers Vietnam would love to hear from you.
Date: 26 May 2026
Writer: Chau Dang
