New tax legal framework paves the way for Vietnam's M&A market to break through

Besides economic potential, legal factors, especially tax policies, have created favorable conditions for M&A deals to be more vibrant and effective.

In recent years, Mergers and Acquisitions (M&A) have become one of the important development strategies for Vietnamese enterprises. At the same time, Vietnam is in the process of modernizing many legal frameworks to better respond to global trends.

Tax policy, one of the key factors influencing investors' decisions, has recently undergone significant changes. The draft Decree guiding the Law on Corporate Income Tax 2025 has been published, introducing important reforms and greater transparency regarding tax obligations in capital transfer transactions. This is considered an important step forward to remove many obstacles and pave the way for M&A activities in Vietnam to develop rapidly.

Challenges in M&A activities in Vietnam

Compared to many markets in the region, M&A activities in Vietnam still have many unique features. The relevant legal system - including regulations on tax, capital transfer and corporate governance - is in the process of being completed, sometimes leading to inconsistent understanding and application among management agencies. This creates many barriers for both domestic and international investors.

In particular, determining tax obligations from capital transfers, both direct and indirect, is often controversial. Common difficulties include: declaring and calculating tax on indirect capital transfer transactions, determining the cost price of the transferred capital, and handling internal restructuring transactions of the group.

Tax reform - a breakthrough step

The new draft Decree has provided a clear solution: applying a 2% tax rate on capital transfer revenue for foreign investors holding capital in unlisted Vietnamese companies, instead of calculating it on net income as before. This regulation applies to both direct and indirect transactions, and excludes cases of internal restructuring within the same group to avoid unnecessary tax burden.

According to Ms. Vo Hiep Van An, Deputy General Director, Tax & Legal Advisory Services, Deloitte Vietnam, applying a fixed tax rate on revenue helps regulations become clearer, significantly reduces disputes in practice, and at the same time creates conditions for investors to accurately and confidently predict tax obligations right from the planning stage.

Tax policies are the driving force for more vibrant and effective M&A deals.

The new regulations not only bring transparency but also limit the risk of collection after many years - one of the biggest concerns of international investors. Thereby, the new policy not only ensures a stable source of revenue for the State budget but also strengthens the confidence of the business community.

M&A prospects and directions for Vietnamese enterprises

With an increasingly clear legal corridor, M&A activities in Vietnam are expected to continue to boom in the coming years. Sectors with great potential include renewable energy, technology, finance, real estate, healthcare , consumer and retail.

The Government's timely adjustment of the Law on Corporate Income Tax, along with specific instructions on capital transfers, helps Vietnam improve its competitiveness compared to regional markets - where many countries are also promoting reforms to attract FDI capital flows.

To take advantage of opportunities from new tax policies, Vietnamese enterprises need to prioritize:

- Transparency in governance and finance: standardize reporting, comply with legal regulations to increase investor confidence.

- Enhance internal management capacity: improve decision-making processes, apply international practices, thereby increasing competitiveness in the eyes of M&A partners.

- Proactively update policies: grasp legal information, preferential policies and consult experts to be ready for complex transactions.

Careful preparation, combined with support from reputable consulting firms, will be the key for Vietnamese businesses to succeed in the M&A arena, thereby enhancing their position in the regional and global markets.

Deloitte Vietnam affirms its leading position

In 2025, Deloitte Vietnam once again affirmed its leading position when it was honored by the International Tax Review (ITR) with three prestigious awards: “Tax Firm of the Year” (5th consecutive year), “Transfer Pricing Firm of the Year” and “Controversy Firm of the Year” in the Vietnamese market.

These are the most prestigious awards in the field of global tax consulting, in which each country has only one enterprise awarded in each category. This achievement continues to demonstrate Deloitte Vietnam's pioneering role in providing tax consulting solutions, transfer pricing and tax dispute resolution, accompanying the business community in the process of integration and sustainable development.

Source: https://baodautu.vn/khung-phap-ly-thue-moi-mo-duong-cho-thi-truong-ma-viet-nam-but-pha-d421322.html