LEGAL UPDATE No. 09/2026
17 September 2026
In a cross-border M&A transaction, counsel may begin reviewing a foreign board resolution, registry extract or power of attorney from a scanned copy, while filing or closing still waits for the same document to become formally usable in Vietnam. Decree No. 293/2026/NĐ-CP (“Decree 293″), issued on 23 July 2026 and effective from 11 September 2026, addresses that authentication gap by implementing the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (the “Apostille Convention“) in Vietnam.
Decree 293 does not shorten substantive legal due diligence. For qualifying foreign public documents, it removes the Vietnamese consular legalisation requirement and recognises electronic verification. Any resulting time saving will depend on the document route, issuing jurisdiction, translation requirements and verification process.
1. The real bottleneck is formal acceptance
In transaction practice, counsel does not ordinarily need a legalised original to begin reviewing the apparent contents of a corporate document. Delay arises when the document must be formally accepted for a filing, payment, notarisation, signing or closing. This is a practical observation, not a rule prescribed by Decree 293.
Under the traditional route, subject to any applicable exemption, a document may pass through a notary or other certifying authority, the designated authority in its state of origin, a Vietnamese diplomatic mission and an international courier before translation in Vietnam. If the final recipient rejects its form, the chain may have to restart even though substantive review is complete.
Under Article 25.2 and Article 25.3, a qualifying public document from a Contracting State in respect of which the Apostille Convention is in force for Vietnam is exempt from Vietnamese consular legalisation when it bears a valid Apostille and is not refused under Article 26. An agency or organisation in Vietnam may not require additional consular authentication or consular legalisation.
2. The electronic certificate changes transaction sequencing
The practical value of an e-Apostille is that it can be verified without moving the paper.
Under Article 25.4, a qualifying e-Apostille has the same legal effect as a paper Apostille and may not be denied legal effect solely because it is electronic. Article 25.5 and Article 27.2 to Article 27.3 allow its authenticity to be checked through the issuing state’s e-Register or another mechanism under the Apostille Convention.
These rules may allow foreign corporate evidence to be transmitted and verified while Vietnamese translation and substantive review proceed in parallel. This sequencing is a transaction-management inference, not a timetable mandated by Decree 293.
Whether this shortens a transaction timeline, and by how much, will depend on the issuing jurisdiction, the document, the availability of an e-Apostille and e-Register, translation requirements and any additional verification required by the receiving agency or organisation.
3. Not every M&A document belongs on the Apostille route
Apostille should not be treated as a new stamp for the entire data room. Decree 293 applies to public documents as defined in Article 3.3. A document issued by a public registry will ordinarily fit that concept more readily than a privately prepared board resolution, power of attorney or incumbency certificate. Under Article 26.1, classification is determined by the law of the state in which the document was prepared.
Private corporate documents are not automatically excluded. Article 3.3 includes notarial acts and official certifications on documents signed in a private capacity. Depending on the law of the state of origin, such an act or certification may constitute the public document to which the Apostille relates. The Apostille certifies its origin, including the authenticity of the signature, the capacity and authority of the signatory, and the seal or stamp, if any; under Article 4.2, it does not certify the content or form of the public document.
This classification should be made before signing. The transaction team should identify which documents must prove legal existence, authority or ownership for the Vietnamese process, and whether they require notarisation, official certification or no authentication.
4. Authentication and substantive review remain separate
Authentication asks whether the document is public, whether the Apostille Convention is in force between the issuing state and Vietnam, whether the Apostille was issued by the competent authority and whether it can be verified. Substantive review still asks whether the document is current, the approving body had authority, the signatory could bind the investor and the acquisition complies with the investor’s constitutional documents and applicable law.
An e-Apostille may streamline authentication but does not lower the standard of substantive review. Under Article 33.2, an agency or organisation in Vietnam receiving and using the document must still consider applicable law and related documents. An Apostilled resolution may remain defective under the company’s governing law, and a registry extract may remain unacceptable under the applicable filing or transaction-document requirements.
5. The remaining friction cannot be digitised away
Decree 293 does not remove the Vietnamese translation requirement. Under Article 27, a foreign public document not made in Vietnamese must be translated, and the translation must be notarised or certified under Vietnamese law unless specialised legislation provides otherwise. Translation may begin once the source document and Apostille are stable, but Decree 293 does not prescribe that sequencing.
The Apostille Convention must be in force between Vietnam and the state of origin. Under Article 5.4, it is not in force where either state has objected to the other’s accession. The Ministry of Foreign Affairs’ published list should therefore be checked; Contracting State status alone is insufficient.
Article 26 excludes documents drawn up by diplomatic or consular agents and administrative documents dealing directly with commercial or customs operations. It also requires refusal where the Apostille was not issued by the competent authority of the state in which the public document was prepared, lacks the prescribed French title or required contents, or where the document or Apostille shows signs of forgery, erasure or unauthorised alteration. Refusal also applies where the document’s contents violate Vietnamese law, prejudice the interests of the State of Vietnam, or are contrary to fundamental principles of Vietnamese law on public order or social morality, or where the Apostille has been cancelled or withdrawn.
Receiving agencies and organisations may use different intake formats. The required electronic file, printout or notarised or certified Vietnamese translation should be confirmed before fixing the closing timetable. A format requirement is not, however, a lawful basis to require consular legalisation again where Article 25 applies.
Practical note
Vietnam recognises a valid foreign e-Apostille under Article 25. Vietnam’s own issuance of e-Apostilles, operation of its e-Register, QR integration and end-to-end online processing follow the timetable in Article 36.4. Until the Apostille Information System is operational, Vietnam will issue paper Apostilles, while eligible application steps may be processed online through the Ministry of Foreign Affairs’ administrative procedure information system.
Decree 293 does not shorten substantive legal due diligence. Its transaction value lies in simplifying authentication for qualifying foreign public documents. That value depends on classifying documents early, confirming that the Apostille Convention is in force between Vietnam and the issuing state, preserving the verification record and coordinating translation with substantive review. The time saved, if any, will depend on the document route and the receiving agency’s or organisation’s verification process.
Our Investment & FDI Advisory Team assists foreign investors and FIEs with investment structuring, M&A transactions, transaction document planning, investment and enterprise registration procedures, and regulatory compliance in Vietnam.
Disclaimer
This Legal Update is for general informational purposes only and should not be construed as legal advice. For specific guidance tailored to your situation, please contact Vietridge Counsel.
Contact
Le Nguyen Huy Thuy
Managing Partner
VIETRIDGE COUNSEL
E: thuy.le@vietridgecounsel.com
W: www.vietridgecounsel.com
