Whether you are acquiring a Vietnamese target, entering a joint venture, or scoping a market-entry investment, comprehensive legal due diligence is the foundation of every successful Vietnamese transaction. Skipped or superficial due diligence is the leading cause of post-closing disputes and regulatory friction.
This article provides a structured checklist organised by risk area. Each section identifies the key documents to review, the specific risks to evaluate, and the questions to put to the target or counterparty. The checklist is not exhaustive but covers the ground where most preventable mistakes are made.
For a target of meaningful size, comprehensive due diligence typically takes 6-10 weeks and engages corporate, tax, employment, and IP specialists. The cost is a small fraction of the investment and a tiny fraction of the cost of post-closing remediation.
Corporate and ownership
Confirm the target's corporate existence, valid registration, and current status. Documents: Investment Registration Certificate (IRC), Enterprise Registration Certificate (ERC), Charter, all amendments, board and shareholder resolutions for the past three years.
Verify ownership structure: who actually owns the shares, when they acquired them, whether transfers were properly notified to the registry. Trace any changes in ownership for the past five years.
Confirm charter capital was contributed in full and on time. Compare the declared charter capital to bank receipts evidencing contribution. Late or partial contribution is a common defect.
Review the company's legal representative arrangements. Vietnamese law requires at least one legal representative resident in Vietnam — confirm appointments, identification, and the absence of disputes about representation.
Check for any pending or threatened corporate-governance disputes: shareholder challenges, related-party-transaction objections, deadlock or management disputes.
Regulatory and licensing
Identify all licences and permits required for the target's actual business activities. Compare to licences actually held. Sectoral licensing (real estate, education, healthcare, financial services, food and beverage, alcohol, tobacco, telecommunications, transportation) is the area where gaps are most common.
Confirm sub-licences are current, in the correct entity name, and cover the actual scope of operations. Expired or scope-mismatched sub-licences are a common defect.
Review any sectoral conditions or foreign-ownership caps applicable to the target. Confirm current ownership structure complies. Some sectoral conditions have been amended in recent years; verify current rather than historical compliance.
Check for any pending regulatory inspections, citations, or enforcement actions. Most Vietnamese regulators publish at least summary records; specialist sub-agency searches may be warranted in regulated sectors.
Commercial and contracts
Review all material contracts: customer contracts, supplier contracts, distribution and agency contracts, lending arrangements, leases, service agreements. 'Material' typically means contracts with annual value exceeding a threshold (commonly USD 100K+) or strategic significance.
Identify contracts with change-of-control provisions that may be triggered by the proposed transaction. Vietnamese banking and large supply contracts frequently include such provisions.
Review dispute-resolution clauses across the contract portfolio. Confirm enforceability under Vietnamese law and any treaty framework (New York Convention for arbitration; bilateral treaties for court judgments).
Identify intra-group contracts and related-party transactions. Vietnamese related-party-transaction approval requirements are strict; non-approved transactions create liability for directors and may be unwound.
Tax and accounting
This area requires specialist tax-adviser involvement. From a legal due diligence perspective, confirm: tax registrations are current; the most recent three years of corporate income tax, VAT, and withholding tax filings have been made; any tax assessments or audits have been resolved or are properly accrued; transfer-pricing documentation exists for cross-border related-party transactions.
Review any tax disputes or pending assessments. Vietnamese tax administration is becoming more sophisticated and assertive; historical positions that escaped scrutiny may be challenged on review or following a transaction.
Employment and HR
Confirm employment contracts are in place for all employees, comply with the Labour Code 2019, and reflect current arrangements. Outdated or non-compliant contracts are a frequent defect.
Review collective labour agreements (where applicable), trade-union recognition, and any historical labour disputes.
Confirm social, health, and unemployment insurance contributions are current. Arrears in mandatory insurance contributions can trigger administrative penalties and personal liability for directors.
Identify foreign employees and confirm they hold valid work permits for their actual roles.
Review any employment-related litigation or arbitration in the past five years.
Intellectual property
Identify all material trademarks, patents, copyrights, and trade secrets. Confirm registration status in Vietnam and key foreign jurisdictions.
Review IP licences (in and out). Confirm scope, royalty arrangements, and termination provisions.
Check for any IP infringement claims (the target as defendant or as plaintiff). Vietnamese trademark and copyright enforcement has improved markedly but remains an area requiring active management.
For technology businesses: review software licences, open-source compliance, and any non-disclosure agreements with current and former employees.
Litigation and disputes
Identify all current and threatened litigation, arbitration, and regulatory proceedings. Cross-check with court records (publicly searchable for Vietnamese court proceedings) and arbitration institution records.
Review settlements and judgments from the past five years. Material settlements may indicate underlying operational or commercial weaknesses worth investigating.
Check for any judgment debtor proceedings or enforcement actions against the target. These are matters of public record and signal financial or operational stress.
Real estate and tenancies
For owned property: confirm valid LURCs, no boundary disputes, no encumbrances. Verify foreign-ownership eligibility where applicable.
For leased property: review all leases, confirm registration where required, identify any change-of-control or assignment restrictions.
Confirm building permits and operating permits for premises are current and in the correct name.
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