How to Sell a Business in Vietnam: 2026 Guide

Selling a business in Vietnam in 2026 requires working through three decisions before approaching any buyer: what the company is worth across the three active buyer categories — domestic conglomerates, international private equity, and Japanese and Korean strategic acquirers — how the 20% capital gains tax on share transfers applies to the seller’s ownership structure and whether a treaty position or pre-sale restructuring changes the economics, and how the Ministry of Planning and Investment (MPI) approval requirement and sector-specific foreign ownership caps shape the eligible buyer pool and the transaction timeline.

Lyndon Advisory advises Vietnamese business owners on sell-side M&A transactions from approximately US$10 million enterprise value. For a broader view of the Vietnamese M&A landscape, see our Vietnam M&A 2026 market guide.

“Vietnam is one of the most compelling mid-market M&A markets in Asia Pacific right now, but the execution requires credibility. A seller who arrives with audited financials, a clean ownership structure, and an advisor who can reach domestic conglomerates, regional PE, and Japanese and Korean strategic buyers simultaneously will consistently achieve materially better outcomes than a founder approaching buyers bilaterally. The FTSE Emerging Market upgrade expected in September 2026 adds a further valuation tailwind — buyers are pricing in more liquidity.” — Daniel Bae, Founder & CEO, Lyndon Advisory, with US$30 billion in global transaction experience.

Capital gains tax (share sale)	20% on net gain (CIT/PIT); 0.1% simplified method on gross proceeds for individuals and foreign entities when costs are unverified
Asset sale tax treatment	20% CIT on operating profit from asset disposal; VAT on qualifying assets; separate real property tax
Sale timeline	Twelve to eighteen months for mid-market transactions
EBITDA multiples	4–14x depending on sector, quality, and buyer competition
MPI approval	Fifteen to forty-five working days for most foreign-investor transactions
VCCA notification threshold	Combined market share ≥ 20%, OR transaction value > VND 1 trillion (~USD 40M)
Key buyer categories	Domestic conglomerates, international PE, Japanese and Korean strategics
Success fee	Lyndon Advisory: 2% of enterprise value, capped at US$300,000

Vietnamese Businesses as Acquisition Targets

Vietnam is one of Southeast Asia’s most dynamic mid-market M&A environments. A population of 100 million with a median age of 31, GDP growth sustained above 6% annually, and a manufacturing base that has emerged as a primary beneficiary of global supply-chain diversification away from China generate structural buyer demand across healthcare, technology, consumer, manufacturing, and logistics.

The FTSE Emerging Market upgrade anticipated for September 2026 — following the removal of the pre-funding requirement under Circular 08/2026 — is expected to trigger passive fund inflows into Vietnamese equities and support valuation expansion across both public and private markets. For sellers timing a transaction, 2026 and 2027 represent a constructive window before a full rerating narrows the valuation gap between Vietnam and more mature APAC markets.

For most mid-market Vietnamese business owners, a sale is triggered by one of four situations: a founder seeking liquidity after two or three decades of building the business; succession pressure where family members are either unwilling or unable to manage the company; an unsolicited approach from a domestic conglomerate, Japanese trading house, or regional PE fund; or a strategic decision to partner with a larger acquirer to access capital, distribution, or international capabilities. A structured competitive sale process — where multiple buyer categories are engaged simultaneously — is consistently superior to bilateral negotiation in all four scenarios.

For a broader overview of how a structured sell-side process works, see Lyndon’s guide to selling a business.

Tax on Selling a Vietnamese Business

The Vietnamese tax treatment of a business sale depends on the ownership structure, deal structure, and whether the seller is an individual, a domestic corporate entity, or a foreign investor.

Share transfer: 20% on capital gains

The gain from a transfer of equity interests in a Vietnamese enterprise — including shares in a joint-stock company and contributed capital in a limited liability company — is subject to income tax at 20% on the net capital gain. The gain is the transfer price less the seller’s cost of investment.

For Vietnamese corporate sellers, this is corporate income tax (CIT) at the standard 20% rate. For Vietnamese individual sellers, the gain is subject to personal income tax (PIT): sellers may elect either 20% on the net gain (if original investment costs can be fully documented) or 0.1% of the gross transfer value (a simplified withholding approach). The 0.1% method is commonly used in practice.

For foreign entities and individuals transferring Vietnam interests, the foreign contractor tax (FCT) applies at 20% on the net gain, or 0.1% on gross proceeds where costs cannot be verified. Foreign buyers are required to withhold and remit this tax at closing.

Vietnam has concluded tax treaties with approximately seventy jurisdictions, including Japan, South Korea, Singapore, the Netherlands, Luxembourg, Germany, the United Kingdom, France, and the United States. These treaties may reduce withholding tax on dividends, royalties, or interest payments made in connection with an acquisition, though the capital gains provisions vary treaty by treaty. Sellers with offshore holding companies — a common structure among Vietnamese businesses backed by international PE or by founders who held through a Singapore or Cayman vehicle — should obtain a specific tax opinion on the applicable treaty position before the sale process begins.

Asset sale: CIT, VAT, and real property tax

An asset sale is generally less tax-efficient for Vietnamese sellers because it triggers multiple taxes across different asset classes. The gain on disposal of business assets is subject to CIT at 20% as ordinary income. Assets transferred may be subject to 10% value-added tax (VAT) where the seller is VAT-registered. Real property transferred in an asset deal is subject to separate taxes: land-use-right transfers attract specific transfer and registration taxes at the local government level.

In most mid-market Vietnamese M&A transactions, a share transfer is the preferred structure from the seller’s perspective. Buyers sometimes prefer asset deals to limit exposure to historical liabilities — in a market where accounting practices and related-party transactions in family businesses can be opaque, buyers value the ability to select assets and leave liabilities behind. This preference can be managed through representations and warranties, indemnification provisions, and purchase price escrow mechanisms rather than a change in deal structure.

Pre-sale holding structure and treaty planning

Sellers who hold through offshore structures — Singapore holding companies, Hong Kong subsidiaries, BVI or Cayman vehicles — should confirm the treaty position and the applicable FCT/CIT rate before beginning the process. Where a foreign holding company is interposed, the transfer of the foreign entity (not the Vietnamese subsidiary) may not trigger Vietnamese taxes directly, though substance requirements and anti-avoidance provisions under Vietnamese tax law must be considered. Engage a Big Four Vietnam tax practice with cross-border M&A experience to model the after-tax outcomes under each structural option.

EBITDA Multiples: Vietnam Benchmarks (2026)

Vietnamese mid-market businesses transact at EBITDA multiples that reflect the country’s high-growth, emerging-market profile — lower than Thailand or Singapore for equivalent businesses, but with meaningful premium potential for companies in high-demand sectors where buyer competition is strong.

Sector	EBITDA Multiple Range	Notes
Renewable energy (operating)	8–14x	Wind and solar assets with signed PPAs; strong offshore capital appetite
Healthcare	7–12x	Hospital chains, diagnostic networks, pharmaceutical distribution; international PE premium
Technology / software	6–12x	Enterprise SaaS, fintech, digital infrastructure; buyer competition from Japanese and Korean acquirers
Financial services	6–10x	Insurance, non-bank lending, wealth management; regulated cap on foreign ownership
Consumer / FMCG	5–9x	Branded consumer goods, F&B, personal care; scale and distribution are key value drivers
Education	5–8x	Accredited schools and training companies; regulatory risk on foreign ownership caps
Manufacturing (export)	5–8x	Electronics, apparel, footwear; strategic value to Japan/Korea supply-chain buyers
Logistics / supply chain	4–7x	Asset-light third-party logistics; warehouse operators command premiums

These ranges reflect publicly disclosed transactions and market intelligence from the Vietnamese M&A deal market in 2024-2025. Individual transactions vary materially based on competitive tension in the sale process, the quality and auditability of financial information, revenue visibility and recurring-revenue percentage, management depth, and the strategic fit with specific buyer mandates. Businesses with audited IFRS financials, a management team that can operate without the founder, and a credible growth plan regularly achieve the top end of these ranges in contested processes.

For broader context on APAC valuation trends, see our Southeast Asia M&A 2026 guide.

Buyers for Vietnamese Businesses

Understanding which buyer categories are active — and what each values differently — is essential to running a process that creates competitive tension across parallel buyer conversations.

Domestic Vietnamese conglomerates

Vietnam’s largest domestic corporations are active acquirers across their core verticals. Masan Group is the dominant consumer goods and natural resources consolidator, with a strategic interest in food, beverage, retail, and mineral processing businesses. Vingroup, the country’s largest private enterprise, focuses on real estate, retail (Vinmart), and technology (VinAI, VinTech). Vinamilk remains a systematic acquirer in dairy and food manufacturing. FPT Corporation is the primary domestic technology acquirer. Saigon Co-op consolidates retail distribution. Domestic buyers offer certainty of local regulatory approval, speed of decision-making, and familiarity with the Vietnamese operating context, but typically value businesses at the lower end of the multiple range.

Regional and international private equity

Vietnam’s PE landscape has matured significantly. VinaCapital Investment Management and Mekong Capital are the most established Vietnam-focused funds, with long track records across consumer, retail, and services. International PE funds with active Vietnam mandates include KKR (healthcare, consumer, financial services), Warburg Pincus (financial services, healthcare, technology), Navis Capital Partners (mid-market across ASEAN including Vietnam), and GIC and Temasek from Singapore (large-cap infrastructure and financials). PE buyers pay premiums for scalable platforms with strong unit economics, management depth, and a clear path to exit within five to seven years. They are the most likely to value businesses using international EBITDA multiple frameworks.

Japanese corporate acquirers

Japan is the single largest source of cross-border M&A into Vietnam by deal count. Japanese trading houses — Sojitz Corporation, Sumitomo Corporation, Itochu Corporation, and Marubeni Corporation — have built systematic Vietnam strategies and are active acquirers in consumer goods, food production, manufacturing components, logistics, and financial services. Japanese financial groups, including SMBC and Sumitomo Life, have made significant financial services acquisitions. Japanese buyers value businesses with stable cash flows, management continuity, and long-term partnership potential. They typically move more slowly than PE buyers and require extensive internal approval processes, but offer dependable execution and willingness to pay for strategic fit.

Korean strategic buyers

Korean companies have significantly accelerated their Vietnam M&A activity since 2022. Lotte Group has expanded in retail, food and beverage, and real estate. CJ Group is active in logistics, food production, and entertainment. Mirae Asset Financial Group and Hanwha have built financial services positions. Korean corporate buyers tend to move faster than Japanese counterparts, are willing to pay growth premiums in high-demand sectors, and are increasingly seeking control positions rather than minority stakes. Samsung Electronics and LG Electronics have both made manufacturing supply-chain acquisitions in Vietnam to support their broader operations, though these tend to be industrial acquisitions rather than mid-market buyouts.

Chinese and Greater China buyers

Greater China buyers — principally mainland Chinese corporates, Hong Kong-based private equity, and Taiwan strategic acquirers — are an important fourth buyer category, particularly in electronics manufacturing, logistics, and healthcare. Chinese buyers have become more visible in Vietnamese M&A since 2023, seeking both manufacturing access (Vietnam as a China-plus-one production location) and consumer market exposure. Regulatory sensitivities around Chinese ownership of certain sectors should be considered when deciding whether to include this buyer category in the formal process.

The Sale Process in Vietnam

A Vietnamese mid-market business sale follows the same broad structure as a process in any APAC market, but with several Vietnam-specific procedural requirements that must be built into the timeline.

Phase 1: Preparation (months 1–4)

The preparation phase encompasses financial normalisation, due diligence readiness, and legal structure review. For Vietnamese businesses, this phase often surfaces issues not present in more developed markets: VAS-to-IFRS reconciliation if the buyer pool includes international PE or foreign strategics; related-party transaction documentation where informal group arrangements exist; land-use-right status and title documentation; and employment compliance, particularly for businesses with large workforce populations. A Big Four financial due diligence pre-scan — a “vendor due diligence lite” — is increasingly common for Vietnamese sellers targeting foreign buyers and pays for itself in process speed and buyer confidence.

Phase 2: Market approach (months 3–6)

The confidential information memorandum (CIM) is distributed to qualified buyers after executing non-disclosure agreements. In Vietnam, the NDA stage is particularly important because Vietnamese sellers are sensitive to market disclosure — competitors, customers, and employees learning of a potential sale before closing can destabilise the business. The buyer universe for a Vietnamese mid-market company should span domestic conglomerates, regional PE, Japanese trading companies, Korean strategics, and where appropriate, Greater China buyers. Initial indications of interest (IOIs) are typically received within four to eight weeks of CIM distribution.

Phase 3: Due diligence (months 6–10)

Preferred buyers proceed to due diligence following receipt of a letter of intent. Vietnamese due diligence requires particular attention to several risk categories: regulatory compliance with business licences and industry-specific permits; land-use-right tenure and any informal arrangements related to land; related-party transactions and intercompany pricing; environmental compliance for manufacturing and industrial businesses; and employment contracts and statutory benefit compliance. International PE buyers typically conduct financial, legal, tax, commercial, and technical due diligence in parallel. Strategic buyers may focus more intensively on operational and commercial aspects. The diligence phase typically runs eight to twelve weeks for well-prepared sellers.

Phase 4: SPA negotiation and signing (months 9–13)

The sale and purchase agreement (SPA) for a Vietnamese business transaction is typically governed by Vietnamese law, though offshore holding company transactions may use Singapore or Hong Kong law with Vietnamese law-governed pledge and security agreements for the underlying assets. Key negotiation points in Vietnamese transactions include: the scope of representations and warranties regarding regulatory compliance and land-use rights; indemnification provisions for pre-closing tax liabilities; working capital adjustment mechanisms; and completion conditions tied to MPI approval and any VCCA clearance.

Phase 5: Regulatory approvals and closing (months 12–18)

Foreign buyer transactions require amendment of the target company’s Investment Registration Certificate (IRC) — the formal approval that records the foreign investor’s ownership. The application is submitted to the provincial Department of Planning and Investment (for most transactions) or directly to MPI (for transactions in certain sectors or above certain thresholds). The standard processing window is fifteen to forty-five working days. Transactions meeting the VCCA notification threshold — combined market share at or above 20%, or transaction value exceeding approximately VND 1 trillion (USD 40 million) — require separate merger control clearance before closing. Build both regulatory processes into the deal timeline from the letter of intent stage.

How Lyndon Advisory Works with Vietnamese Business Owners

Lyndon Advisory works with Vietnamese mid-market business owners who are considering a sale, a partial liquidity event, or a strategic investment from a financial or strategic partner. Our advisory practice is built on senior-led execution — not junior banker teams — with direct buyer relationships across the domestic, regional PE, Japanese, and Korean buyer categories that are most active in Vietnam.

We run a competitive sale process that creates multiple simultaneous conversations, maintaining tension across the buyer pool through the due diligence and negotiation phases to protect the seller’s valuation and terms. Our fee structure is a success fee only: 2% of the final enterprise value, capped at US$300,000 — we are paid only when a transaction closes.

For a confidential seller review — including a preliminary view on valuation range, buyer categories, and process fit — submit your details to Lyndon Advisory.

For questions about the Vietnamese M&A process or to discuss a specific transaction, see our M&A advisor for Ho Chi Minh City and Vietnam page, or visit our contact page.