Summary
Most cross-border deals in Vietnam fail not on price but on what diligence finds and on what the authorities require afterwards: an M&A approval that was not obtained, a land use right that does not transfer, an investment certificate that was never adjusted to reflect the new owner. We run diligence to find those items early, structure the transaction around them, and complete the post-closing filings that make the buyer the lawful owner in the eyes of the licensing authority and the tax office.
What the engagement covers
Legal and tax due diligence
Corporate standing, licences, land and lease position, employment, related-party transactions and tax exposure, reported by materiality rather than by volume.
Transaction structure
Share deal, asset deal or capital contribution — chosen against approval requirements, transfer taxes and what the buyer actually needs to own.
Deal documentation
Share purchase agreement, asset transfer documents, shareholders agreement, escrow and security arrangements under Vietnamese or foreign law as appropriate.
Regulatory approvals
M&A approval for foreign acquisitions, sector approvals in conditional lines, competition notification where thresholds are met.
Joint ventures and governance
Control, reserved matters, board and legal representative arrangements, deadlock resolution and exit mechanics that work under Vietnamese company law.
Post-closing integration
Amendment of investment and enterprise certificates, change of legal representative, tax and bank updates, and realignment of compliance.
How a transaction runs, and how long each part usually takes
Structure and scoping
Target profile, sector conditions, approval map and diligence scope agreed with the buyer.
Due diligence
Document review, management interviews and authority searches; red flags reported as they emerge, not only at the end.
Documentation and negotiation
SPA, disclosure, conditions precedent and shareholders arrangements negotiated around the diligence findings.
Approvals and conditions precedent
M&A approval, sector consents and competition notification; satisfaction of conditions and payment mechanics.
Closing and post-closing filings
Certificate amendments, legal representative and shareholder registrations, tax and bank updates.
Indicative only. Conditional sectors, land or construction elements, legalisation of foreign corporate documents and provincial practice all change the timeline.
Where transactions come apart
FAQ
When is M&A approval required?
Approval from the licensing authority is required before a foreign investor acquires capital in a Vietnamese company where the target operates in a conditional sector, where foreign ownership will exceed 50%, or where the target holds land use rights in sensitive areas. The test is applied to the specific activity codes, not to the industry in general.
Share deal or asset deal?
Share deals are usually faster and keep licences, leases and staff in place, but carry the target’s historical liabilities. Asset deals leave liabilities behind but require re-permitting and the transfer or re-grant of land rights, which can take longer than the deal itself.
How long does a mid-market acquisition take?
From scoping to post-closing registration, three to six months is typical where no ministry-level approval is needed. Conditional sectors, land-heavy targets and competition filings extend that.
Can we do diligence without alerting the market?
Yes. Diligence is normally run under a confidentiality agreement with authority searches conducted in our name. Where the target is listed or state-linked, additional disclosure rules apply and are addressed at the scoping stage.
Do you handle the tax side as well?
Yes. Legal and tax diligence run together, and the tax treatment of the transfer — including capital gains and the transfer pricing position of related-party arrangements — is assessed before the structure is fixed.
Looking at a Vietnamese target?
Send us the sector, the province and the intended structure — we will tell you which approvals apply and what diligence needs to reach before you sign.