Reviewed on 5 November 2026
A Vietnamese business with customers, premises and revenue may look ready for investment. Before paying a deposit or contributing capital, establish what rights you will acquire, what obligations remain in the company and what must happen before completion.
Define the transaction before the deposit
A share purchase, capital subscription and asset purchase are different transactions. A change of shareholder does not erase the company’s obligations. An asset deal requires a separate check of each asset, contract, licence and transfer requirement. Clarify whether money goes into the business or to a selling owner, and what control the investor receives.
Review six connected areas
The review should cover ownership and signing authority; business licences and operating conditions; premises, assets, intellectual property and security interests; debt, taxes and outstanding obligations; material contracts, employment and disputes; and consistency between the accounts and actual transactions. Adapt the document list to the sector and scale. A registration certificate or seller’s assurance is not a substitute for the underlying evidence.
Identify the foreign-investment route
Market access and investment procedures require transaction-specific analysis. Investor nationality, activities, ownership and land-use rights are relevant facts. Decree 96/2026/ND-CP guides the Investment Law; an old checklist should not be reused without checking its current validity. Payment arrangements, registration changes and sector-specific requirements also need review, including merger control where applicable.
Turn findings into workable contract terms
Illustrative example: the business occupies leased premises, but the lease requires landlord consent to a change of control. Assess the consent as a completion condition rather than relying on a general seller promise. Depending on the findings, documents may need disclosure obligations, remedial steps, payment conditions, refund arrangements and responsibility for identified liabilities. The usefulness of each protection depends on its enforceability and supporting evidence.
Combine legal and accounting perspectives
KM UNION can review corporate and contractual issues, advise on transaction structure and prepare or negotiate documents. An appropriately qualified accounting partner can reconcile books, supporting records and tax matters within its agreed role. Useful outputs include an issues list, missing documents, priorities and proposed completion conditions. This work is not automatically a statutory audit or a certification that the business is risk-free.
Contact KM UNION while options remain open
An appropriate starting point is when a target or draft deposit agreement has been identified. Send the sector, buyer and seller structure, transaction form, negotiation stage and intended timing. After acceptance and conflict checks, the engagement can define deliverables, responsibilities and confidential document exchange. If a deposit has already been paid, provide the signed agreement so the remaining options can be assessed.
Related reading
Vietnam Tax and Invoice Mismatches: A Small Business Guide
