Buying, growing and selling a business in Vietnam

Separate commercial risk from approval risk

A good customer opportunity does not remove uncertainty about premises, operational permissions, infrastructure or implementation. The investment-climate assessment describes practical challenges around regulatory processes, skills and infrastructure; those should be translated into project-specific diligence questions rather than a generic country-risk score. (2025 Vietnam investment climate)

Assign an owner and evidence requirement to each important assumption. Identify approvals that are prerequisites, documents that can be updated later and commercial commitments that should remain conditional. Test the financial effect of a delayed launch before signing an unconditional lease or supply commitment.

Inspect what the target can actually do

For an acquisition, reconcile the investment and enterprise records with actual activities, capital contributions, premises, employees and revenue. Investigate land-related rights and conditions rather than assuming the transaction transfers unrestricted ownership of the underlying land. (2025 Vietnam investment climate)

Review customer and supplier contracts, related-party balances, tax filings, loan documents and evidence of funds received. Ask whether any ownership change, project amendment or regulated activity requires an additional procedure. A functioning business can still contain historical compliance issues that affect the buyer.

Make shareholder controls usable

Agree information rights, reserved decisions, funding obligations, transfer arrangements and a deadlock process. Ensure the documents can be implemented under the entity's applicable legal framework. Ask counsel to assess dispute resolution and enforcement together; the 2025 investment-climate report describes practical enforcement challenges, including for foreign arbitral awards. (2025 Vietnam investment climate)

Keep a plan for continuity if a founder, authorised signatory or key manager becomes unavailable. Avoid concentrating all operational access and company records with one individual or outside provider.

Model the exit before agreeing a price

The tax treatment of a foreign corporate seller's capital transfer changed from December 2025. Depending on the transaction, gross-proceeds-based taxation can be relevant, so an old calculation based only on the seller's net gain may materially misstate the outcome. (PwC Vietnam income determination)

Ask for a written analysis of the seller, direct or indirect transfer, asset or share structure, tax base, filing responsibility and remittance route. Coordinate the payment mechanics with the foreign-investment account rules effective August 2026. (DFDL Circular 38 analysis)

For a closure rather than a sale, prepare a separately reviewed plan for creditors, employees, tax, investment and enterprise procedures, and remaining cash. Keep profit distributions, repayment of loans and return of capital distinct. Continue with capital accounts and repatriation before setting a date on which proceeds will be available overseas.