M&A Consulting Services for Businesses in Vietnam

1. The M&A landscape in Vietnam and new development trends

Corporate M&A advisory services in Vietnam are shifting from opportunistic transactions to strategic deals based on sound financial standards and comprehensive risk assessments — this is changing how businesses approach acquisitions and fundraising in the market.

1.1 M&A in Vietnam is no longer an opportunistic transaction.

Previously, many M&A deals in Vietnam occurred spontaneously, based on personal relationships and emotional agreements. Key factors such as tax obligations, the legal status of assets, the quality of profits, or operational capabilities after the merger were often not thoroughly assessed.

However, as the market becomes more professional and capital flows become more diversified, M&A is increasingly seen as a strategic tool for the development and restructuring of domestic businesses.

Specifically, M&A is currently used to:

1. Supporting restructuring and transitions between businesses, helping to optimize resources and management.
2. This allows domestic and foreign investors to access the market more quickly through the acquisition of companies that already have infrastructure, customers, and personnel.
3. Investment funds seek more transparent profit and exit opportunities, based on in-depth due diligence and valuation.

1.2 International Finance Corporation (IFC) – A New Driver for M&A in Vietnam

Vietnam’s goal of developing an International Finance Corporation (IFC) is a positive signal for the capital market and M&A activity. As the financial ecosystem becomes more transparent, international capital flows into Vietnam can become clearer and more selective—increasing the need for expert advice for businesses seeking to participate in mergers and acquisitions or raise capital.

IFC has at least three direct impacts on M&A in Vietnam:

1. International capital flows are more clearly directed, helping to create more sustainable and transparent funding for transactions.
2. Financial, accounting, and corporate governance standards have been raised — requiring more thorough valuation and due diligence in every transaction.
3. The buy-sell-divestment process is conducted systematically, reducing subjectivity and increasing compliance with legal requirements.

As a result, M&A has gradually shifted from a “buy low, sell quickly” model to a long-term investment strategy —requiring investors and businesses to be prepared financially, legally, and operationally. In this context, M&A advisory services become essential: businesses need partners who understand the market, are knowledgeable about the law, and have experience in risk management to protect value after the transaction.

1.3 The role of M&A advisory services in the new context

As the M&A market in Vietnam operates in a more standardized manner and procedures become increasingly transparent, the role of M&A advisory firms is no longer simply to broker transactions but must encompass a comprehensive range of aspects: from finance, taxation, and legal matters to post-transaction operational capabilities. In-depth consulting will help businesses identify risks, optimize transaction structures, and protect client value in the long term.

Why is comprehensive consultation necessary?

1. Auditing the books and the quality of profits: Accurate valuation based on verified financial data, avoiding selling prices being influenced by “good-looking” reports.
2. Analyzing tax structure and procedures: Developing an optimal transaction structure to reduce tax costs and post-transfer risks.
3. Legal and contractual review: Assess property ownership, business licenses, employment contracts, and key contractual terms before signing.
4. Assessing operational capabilities after M&A: Developing integration plans, restructuring personnel, and stabilizing operations to ensure the company’s value is maintained.

Therefore, when conducting mergers or acquisitions, businesses should choose consulting services with a comprehensive support ecosystem—including accounting, tax consulting, legal services, and operational support—rather than simply seeking a single intermediary. If you would like to read more about VINASC GROUP’s consulting methodology and the scope of services suitable for your company, please see the “Scope of Services” section below or contact us for a detailed discussion.

2. What is M&A consulting? A practical perspective in Vietnam.

2.1 M&A is not just about buying and selling businesses.

Essentially, M&A is the acquisition or merger of businesses. However, in Vietnam, each M&A transaction often involves numerous practical issues: whether the accounting records accurately reflect reality, past tax obligations, the legality of assets/projects/land, the degree of dependence on the individual business owner, or the ability to maintain operations after the transfer. Therefore, M&A consulting services for SMEs or large companies need a comprehensive approach—inseparable from finance, tax, legal, and operations.

Comprehensive consulting model

A professional M&A advisory model includes the following key areas — this is also the scope of services that VINASC GROUP typically provides:

1. Accounting & auditing: verifying accounting records, assessing the quality of profits and cash flow.
2. Tax consulting: identifying potential tax obligations and designing optimal transaction structures.
3. Legal aspects: checking property ownership, permits, contract terms, and legal risks.
4. Operations & Human Resources: assessing operational sustainability capabilities, post-M&A integration plan.
5. Trading strategy: advising on targets, selecting suitable buyers/sellers, and optimizing the transaction structure.

Summary Table: Common Problems & Consulting Solutions

In Vietnam, many companies—especially small and medium-sized enterprises (SMEs)—have not standardized their accounting information and legal procedures. Therefore, when considering selling, buying, or merging businesses, using professional M&A consulting services helps minimize risks, maximize value, and shorten negotiation time. If you want a standardized checklist for the business merger process or M&A consulting services for SMEs, VINASC GROUP can assist in drafting and supporting you throughout the entire process.

2.2 Differentiating between M&A brokers and professional M&A consultants

Below is a brief comparison table to help you easily visualize the difference between using a simple brokerage service and choosing a specialized M&A advisory service (e.g., VINASC GROUP’s service). Read the table to understand the different objectives, approaches, and responsibilities—factors that determine long-term value for your company when conducting mergers or acquisitions.

In summary: brokerage services can be useful if the company’s goal is to close a deal quickly, but professional M&A advisory services are the right choice if the company wants to protect its value, handle legal, tax, and financial issues, and provide long-term support. For example, VINASC GROUP collaborates with accounting, legal, and tax advisory services to ensure all procedures and contract terms align with the client’s objectives.

2.3 Core values of corporate M&A advisory

M&A advisory services provide businesses with tangible value, helping both buyers and sellers make decisions based on verified information.

1. Realistic business valuation : Combining the DCF method, market comparisons, and adjustments for tax/non-financial risks to arrive at a fair price — avoiding subjective valuations that lead to undervaluation.
2. Risk identification and control : Through due diligence, identify potential tax obligations, legal disputes, or project/land issues to develop solutions before signing the contract.
3. Optimal transaction structure in terms of tax and legal aspects : Designing contract terms, guarantee clauses, and payment mechanisms that align with client objectives, reducing tax costs and post-transaction legal risks.
4. Support for post-M&A operations and restructuring : Develop integration plans, assess key personnel, and optimize processes to maintain operations and create long-term value for the merged business.

In summary, a professional M&A advisory service not only helps determine a fair price but also protects the true value of the business by providing accurate information, appropriate legal and tax solutions, and a viable post-M&A plan. This is especially important for companies with complex projects or those in the fundraising/divestment phase.

3. When does a business need professional M&A consulting?

3.1 When the business owner wants to sell or transfer the business.

Many business owners in Vietnam only consider selling when they encounter difficulties. However, selling a business while it’s still doing well usually yields higher value and less risk. M&A advisory services help standardize the company, optimize the transaction structure, and minimize legal and tax risks before the transfer.

1. Standardizing the business: cleaning up accounting records, completing legal documents and project paperwork to increase credibility with buyers.
2. Optimizing pricing and transaction structure: using in-depth pricing to determine a fair price, while designing payment mechanisms and guarantee terms that align with client objectives.
3. Minimizing post-transfer risks: controlling tax obligations, reviewing employment contracts and permits to avoid disputes after the transaction.

3.2 When investors want to acquire an operating business

For the buyer, M&A is the fastest way to access the market, secure existing teams and customers, and reduce the risks of starting operations. However, without thorough due diligence, the potential risks can far outweigh the initial benefits.

1. Checklist for the buyer: request full data room, conduct financial and tax due diligence, evaluate customer and supplier contracts.
2. Operational assessment: examining the supply chain, production capacity, and management to determine integrated costs.
3. Risk assessment: using the results of due diligence to negotiate guarantee terms, earn-out mechanisms, or discounts in a contract.

If you are a buyer or seller and want to know the necessary steps immediately, VINASC GROUP can provide a free standard M&A checklist and have a preliminary discussion about services suitable for your company’s size.

3.3 When a business needs restructuring or fundraising

M&A is not just about selling an entire company; many businesses use mergers and acquisitions to restructure, raise strategic capital, or change their shareholder structure. Below are some common scenarios and the necessary documents and preparation steps that VINASC GROUP typically implements when advising clients:

1. Selling a portion of shares : prepare audited financial statements, a list of major contracts, a shareholder structure chart, and proposed transfer terms to protect the seller’s interests.
2. Strategic fundraising : developing a value proposition, financial model, capital utilization plan, and investor terms (e.g., priority rights, anti-dilution) to attract capital aligned with growth objectives.
3. Shareholder and governance restructuring : reviewing articles of incorporation and shareholder agreements, developing a power transition roadmap, and improving the governance structure to reduce dependence on individual owners.

3.4 When FDI businesses seek out existing platforms in Vietnam

For foreign investors, M&A is a quick way to enter the Vietnamese market. However, it is important to note some basic legal and commercial points that M&A advisors must review before the transaction:

1. Legal note: Foreign ownership limits apply based on industry, operating licenses, and land/project commitments — all risks should be thoroughly examined before making an investment decision.
2. Commercial note: Evaluate the ability to integrate the team, supply chain, and customer list to determine the sustainability of the acquisition platform.
3. VINASC GROUP assists foreign investors in preparing documentation, comparing M&A and new investments, and proposing options that align with their capital and timeframe objectives.

4. VINASC GROUP – an M&A advisory platform from a comprehensive ecosystem.

4.1 Accounting, Finance, and Auditing Foundation

VINASC GROUP originated from accounting, tax consulting, and auditing services—a source of strength that gives us a deep understanding of a company’s profitability, cash flow, and financial risks. Thanks to this foundation, our services focus on providing businesses with reliable information to make informed decisions about mergers and acquisitions, fundraising, or restructuring.

1. Assessing the quality of earnings: examining adjustments to determine the sustainable profitability of the business.
2. Identify potential tax risks: review historical tax records and determine any liabilities that need to be addressed before the transaction.
3. Understanding cash flow and the potential for creating real value: analyzing the sources and uses of capital helps buyers/sellers assess the actual potential of the project and the company.

With this foundation, VINASC GROUP provides integrated M&A advisory services, combining accounting, finance, and legal expertise, helping companies (from SMEs to FDI companies) make safe and effective decisions. If needed, we can share anonymized examples of how earnings quality analysis can enhance the value of a transaction in practice.

4.2 Tax and Legal Advisory Ecosystem

Through its network of legal partners and tax experts, VINASC GROUP supports businesses from document preparation to handling post-transaction issues. Our services help minimize legal risks, ensure compliance with regulations, and optimize the tax structure for each specific transaction.

1. Capital and share transfers : Assisting in drafting contract terms, monitoring obligations before signing, and guiding the completion of transfer registration procedures with regulatory authorities.
2. Conditional business activities : Consulting on the conditions for practicing a profession, necessary licenses, and solutions when transactions involve areas with restrictions or specific conditions.
3. Compliance with FDI regulations : For foreign investors, we review ownership limits, licensing procedures, and related commitments to ensure transactions comply with FDI regulations.
4. Addressing potential legal risks : Collaborate with specialized lawyers to handle issues related to land use rights, project contracts, labor disputes, or third-party claims.

4.3 Industrial park and industrial real estate network

VINASC GROUP connects with industrial park developers, industrial real estate developers, and infrastructure providers to support investors in assessing expansion potential, optimizing asset layout after M&A, and selecting suitable locations according to industry.

1. Assessing production scalability: analyzing capacity, infrastructure, and expansion costs.
2. Asset restructuring after M&A: proposing solutions for rationalizing assets and utilizing capital effectively.
3. Choose a suitable location based on your industry: consider incentives, logistics, and workforce size.

4.4 Office building network and operational infrastructure

VINASC GROUP assists businesses in finding operational headquarters, arranging post-M&A office space, and stabilizing operational infrastructure, helping to reduce operational downtime after transactions.

1. Establishing a head office: advising on suitable locations for management and commercial operations.
2. Post-M&A office setup: support in arranging workspace, IT infrastructure, and support services to quickly stabilize operations.
3. Rapid operational stabilization: operational handover plans to minimize disruption to customers and employees.

4.5 Network for consulting, training, and personnel supply

VINASC GROUP connects with human resource, training, and recruitment service providers to support the assessment, selection, and restructuring of key personnel, helping businesses quickly stabilize their management and operational structures after transactions.

1. Key personnel evaluation: identifying the risk of losing key personnel and proposing incentive and retention plans.
2. Reforming the governance structure: advising on the structure of the board of directors, the management team, and reporting mechanisms to align with the new strategy.
3. Training and transfer plan: onboarding program, process transfer, and capacity building to ensure effective operational transition.

5. The role and experience of the VINASC GROUP founding team

5.1 Multidisciplinary professional background

The founding team of VINASC GROUP combines expertise in legal, accounting-auditing, and corporate investment/finance consulting. This intersection of expertise allows the company to gain a deep understanding of legal risks, tax structures, and earnings quality—thus providing M&A advisory solutions tailored to the company’s and clients’ objectives.

1. Law: Legal experts with in-depth knowledge of corporate law, FDI, and industry regulations.
2. Accounting and auditing: a team with experience in verifying data, assessing profit quality, and reviewing tax obligations.
3. Investment and corporate finance consulting: understanding the market, valuation, and developing trading strategies tailored to available capital and growth targets.

This combination creates comprehensive advisory capabilities: VINASC GROUP not only supports closing deals but also focuses on protecting long-term value and accompanying businesses in the post-M&A phase. If needed, we can provide team profiles and illustrative examples of completed (anonymized) transactions for clients’ reference.

5.2 Practical experience with FDI and SME businesses

VINASC GROUP has partnered with numerous domestic and foreign direct investment (FDI) companies at various stages—from market entry and growth to restructuring and divestment. This practical experience helps us understand the challenges faced by SMEs and the complexities of working with international buyers/sellers.

1. Market entry phase: supporting investors in assessing existing infrastructure, comparing M&A versus new investments, and preparing FDI compliance documentation.
2. Growth phase: strategic fundraising advice, selecting suitable investors, and optimizing capital structure to support expansion.
3. Restructuring and Divestment Phase: Designing a divestment roadmap, restructuring shareholders, and preparing documentation for selling part or all of the business at the best possible value.

5.3 Long-term consulting mindset

VINASC GROUP focuses not only on completing transactions but also aims to protect client interests and optimize long-term value. With a long-term advisory mindset, we prioritize minimizing legal and tax risks, developing realistic post-M&A plans, and monitoring implementation effectiveness to ensure the company’s objectives are achieved sustainably.

An anonymized example: a manufacturing SME increased its successful transfer rate and selling price by 15% after VINASC GROUP standardized its accounting records, addressed tax risks, and restructured its governance before the offering. The lesson for businesses is: early preparation, clean information, and a clear strategy will help achieve better financial goals.

6. Scope of M&A advisory services of VINASC GROUP

6.1 M&A Strategy Consulting

Our service begins with analyzing the company’s strategic objectives: identifying buy/sell targets, selecting target markets, assessing industry risks, and proposing a suitable M&A roadmap. Deliverable: An M&A strategy report including a proposed list of targets/partners and a timeline for implementation.

6.2 Business Acquisition Consulting

We support buyers from the initial stages of identifying targets, conducting preliminary appraisals, organizing outreach to sellers, and negotiating terms. Deliverable: A set of preliminary appraisal documents, a provisional valuation model, and a negotiation strategy for the buyer.

6.3 Business Sale Consulting

Assisting sellers in standardizing information, optimizing transaction structures, drafting sales offers, and managing the negotiation process. Deliverables include: Teaser/IM, data room checklist, proposed transaction structures, and negotiation scenarios to maximize company value.

6.4 Business Valuation for M&A Purposes

Conduct in-depth valuations (e.g., DCF, market comparison, asset valuation) and adjust for tax and legal risks. Deliverable: Business valuation report with clear scenarios and assumptions to serve as a basis for price negotiation.

6.5 Due Diligence

Conduct financial, tax, legal, and operational due diligence as required. Deliverable: Provide a detailed Due Diligence report with identified risks, estimated financial consequences, and recommendations for mitigation before contract signing.

6.6 Tax and legal advice in M&A

Develop an optimal tax-related transaction structure, draft contract terms, and ensure legal compliance (especially for transactions involving FDI). Deliverable: Tax structure plan, term sheet, and draft transfer/purchase agreement.

6.7 Support in negotiating and completing deals

Participate in term negotiations, assist in contract drafting, manage the signing process, and complete necessary legal procedures. Deliverables: Complete contract (SPA/SHA), negotiation minutes, and guidance on completing administrative procedures.

6.8 Post-M&A support: accounting – tax – operations

Support for accounting implementation, financial reporting, operational and human resource restructuring after the transaction to ensure smooth integration. Deliverable: 30–90–180-day post-M&A plans, financial reporting support, and ongoing tax compliance advice.

Each service can be provided individually or as a package deal depending on the company’s needs. For detailed service consultation and pricing tailored to your project scale, please contact VINASC GROUP for a direct discussion.

7. The M&A consulting process at VINASC GROUP

7.1 Receiving requests and ensuring information security

VINASC GROUP receives customer requests, gathers preliminary information, and signs a Non-Disclosure Agreement (NDA). Deliverables: Request form, NDA, and list of required documents. Timeframe: 1–2 weeks. Responsibilities: Customer provides information; VINASC GROUP prepares the NDA and conducts an initial assessment.

7.2 Multidimensional Business Evaluation

Conduct a rapid assessment (commercial & financial screening) to identify key issues: accounting records, taxes, important contracts, and property rights. Deliverable: A preliminary assessment report with points requiring further investigation (red flags). Timeframe: 2–4 weeks. Responsibility: VINASC GROUP performs the analysis; the client provides supporting documentation.

7.3 Valuation and Trading Strategy Development

After evaluation, VINASC GROUP performs business valuation (DCF, market comparison, risk adjustment) and develops a suitable trading strategy (selling all, selling part, strategic fundraising…). Deliverable: Valuation report, proposed transaction structure and recommendations on key terms. Time: 2–3 weeks.

7.4 Preparing documents and data room

VINASC GROUP assists in drafting teasers/IMs, standardizing documents, and setting up secure data rooms for buyers/sellers. Deliverables include: teasers, information memorandums, data room checklists, and secure access rights. Timeframe: 1–2 weeks for initial preparation.

7.5 Business Valuation

Comprehensive Due Diligence services are provided as required (financial, tax, legal, operational). Deliverable: Detailed Due Diligence report outlining risks, estimating consequences, and recommending mitigation measures. Timeframe: 2–8 weeks depending on scope.

7.6 Negotiation and signing

VINASC GROUP assists in negotiating key terms, drafting contracts (SPA/SHA), and guarantee clauses. Deliverables: Term sheet, draft contract, negotiation minutes. Responsibilities: VINASC GROUP represents/supports the client in negotiations; the buyer/seller determines the final terms. Timeframe: 1–3 months depending on complexity.

7.7 Completing the transaction and providing post-M&A support

Following the signing of the agreement, VINASC GROUP assists in completing administrative procedures, capital transfer, accounting and tax adjustments, and implementing post-M&A plans (30–90–180 days). Deliverable: Guidance on completing procedures, integration plans, and support in implementing necessary steps to stabilize operations. If you wish, we are ready to conduct a free preliminary assessment – contact us to receive a checklist and detailed process description.

8. Providing M&A advisory services for FDI enterprises in Vietnam.

8.1 Comparison of M&A and new investments

For foreign investors, both M&A and greenfield investments have their own advantages and risks. In short:

The choice between M&A and new investment depends on the investor’s objectives: speed of entry, level of risk control, ability to leverage existing resources, and industry requirements.

8.2 Legal and tax considerations for foreign investors

1. Examine the limits on foreign ownership by industry and the related licensing conditions.
2. Review historical tax obligations and tax commitments, and estimate compliance costs after the transaction.
3. Assess the legal status of assets, projects, land use rights, and important contracts.
4. Note the reporting and approval procedures when carrying out transfers involving FDI.

Note: The above notes are general guidelines — investors should consult with lawyers and tax professionals for specific, case-by-case solutions.

8.3 The role of the VINASC GROUP ecosystem in supporting FDI

VINASC GROUP supports foreign investors by objectively comparing M&A and new investment options, providing in-depth due diligence services, advising on tax and legal structures, and connecting them with a network of partners (law firms, industrial parks, real estate, human resources) to shorten decision-making time and minimize risks when operating in the Vietnamese market.

9. Why is VINASC GROUP a different choice for corporate M&A advisory services?

9.1 Comprehensive ecosystem-based consulting

VINASC GROUP is more than just a single consulting firm — our services bring together a team of accountants, tax experts, lawyers, and a network of partners in industrial parks, real estate, and human resources. This collaboration allows us to implement integrated financial, legal, and operational solutions, thereby protecting business value throughout the entire M&A process.

9.2 Deep Understanding of Vietnamese Practices

Our team’s practical experience across numerous projects with both domestic and FDI businesses allows VINASC GROUP to thoroughly understand the specific legal, tax, and administrative issues in Vietnam. This helps us shorten processing times, reduce risks, and provide solutions tailored to the actual business environment.

9.3 Long-term partnership with businesses

VINASC GROUP is committed to long-term partnership: not only supporting the closing of the transaction but also continuing post-M&A support in accounting, tax, and operations to ensure the sustainable achievement of your company’s goals. Contact us to discuss an M&A strategy tailored to your company.

10.1 Do small and medium-sized enterprises need M&A consulting?

Yes. In fact, SMEs need M&A advisory services even more because many small companies haven’t standardized their accounting records, rely on individual owners, and face potential tax and legal risks. Advisory services help standardize information, prepare sale/fundraising documents, and minimize post-transaction risks.

• Practical action: start with a pre-DD (pre-determined development) to identify issues that need fixing before launching the product to market.
• Expected outcomes: cleaner books, controlled legal risks, and a better chance of achieving a favorable price when selling or raising capital.

10.2 When is the right time to sell a business?

Generally, the best time to sell isn’t during a crisis, but rather when the business is operating stably, cash flow is predictable, and legal and tax risks are under control. In many cases, a better price can be achieved by standardizing the data for 1–2 years before offering the business for sale.

• Checklist 1–2 years before sale: finalize financial statements, handle difficult-to-collect receivables, review tax obligations, consolidate major contracts, and standardize operational processes.

10.3 Should you sell your business yourself without M&A advice?

Self-selling is not prohibited but carries inherent risks: subjective valuation, overlooked tax obligations, unfavorable contract terms, or post-M&A disputes. For small and simple transactions, self-selling with thorough preparation is possible; however, for high-value transactions, those involving FDI, or complex assets, professional consulting services are recommended.

• If doing it yourself: always request an independent valuation and tax check before closing the deal.

10.4 How are the costs of M&A advisory services calculated?

Costs depend on the size and complexity of the business, the scope of services (valuation, due diligence, negotiation, post-M&A), and the duration of involvement. Typically, there is a combination of fixed fees, phased fees, and/or success fees.

10.5 How long does an M&A transaction in Vietnam typically take?

The timeframe depends on the level of standardization, the scope of due diligence, and the legal procedures. Typically: preparation 1–3 months, negotiation & due diligence 2–4 months, legal completion 1–2 months — a total of approximately 3–9 months, which may be longer for complex transactions or those involving FDI.

10.6 Should foreign investors choose M&A instead of new investments?

Mergers and acquisitions (M&A) are often an effective option if investors want to quickly enter the market and leverage existing licenses and teams. However, careful due diligence is necessary to avoid buying a company that looks good on paper. VINASC GROUP provides objective comparisons between the two options.

10.7 Why is due diligence necessary before an M&A?

Due diligence is a mandatory step in professional M&A: verifying financial data, identifying tax risks, conducting legal assessments, and understanding obligations not yet reflected in the books. Skipping this step can leave the buyer burdened with past risks.

10.8 Does VINASC GROUP provide support to businesses after the completion of M&A?

Yes. This is what sets VINASC GROUP apart: after the transaction, we continue to provide accounting and financial reporting services, tax consulting, operational restructuring, and expansion support (offices, industrial parks) — to ensure value and stable operation for businesses in the post-M&A period.

Need quick advice? Call our hotline or leave your information — VINASC GROUP is ready to discuss your needs and send you a standard M&A checklist tailored to your company’s size.

10.9 When is the right time to sell a business?

The best time to sell a business is usually not when it’s in trouble , but when the company is operating stably, cash flow and profits are predictable, and legal and tax risks are under control. That’s when the business is most attractive in the market and can fetch a better price.

• The business operates stably, has clear processes, and provides transparent financial reporting.
• Cash flow and returns are forecastable for the next 2–3 years — investors value the ability to generate continuous value.
• Legal risks, taxes, and project-related obligations have been reviewed and addressed, reducing the likelihood of post-transaction disputes.

In practice, VINASC GROUP usually recommends that business owners prepare for a sale approximately 1-2 years in advance (this is approximate and depends on the specific situation). This timeframe is sufficient to carry out standardization and value enhancement activities before approaching potential buyers.

Checklist for 1–2 years of preparation before selling (suggested):

1. Bookkeeping cleanup: reviewing accounting data, handling unusual transactions, and completing financial reports according to standards.
2. Finalize the main contract: review customer, supplier, and labor contracts and adjust unfavorable terms.
3. Handling tax obligations: conducting tax assessments, identifying risks, and clarifying solutions before the transfer.
4. Data Room Preparation: Gather legal, financial, project, and operational information to support the due diligence process.

If you wish to begin the standardization and value enhancement process before selling, please refer to VINASC GROUP’s M&A advisory process or contact us for a preliminary assessment and a detailed checklist tailored to your business situation.

10.10 Should you sell your business yourself without M&A advice?

Selling a business yourself is not prohibited , but it carries significant risks, especially in the Vietnamese business environment. Many business owners choose to do it themselves to save costs, but this can lead to suboptimal results in terms of price and contract terms.

Common risks when selling yourself:

1. Emotional valuation can easily lead to missing the true value of a business.
2. Omitting tax obligations during the transfer process can lead to additional costs later on.
3. The contract clauses were unfavorable due to a lack of experience in drafting and negotiating them.
4. Disputes can arise after an M&A if legal risks are not identified and addressed beforehand.

If you still want to sell it yourself, consider the following risk mitigation measures:

1. Hiring an independent appraiser will provide a basis for fair negotiation.
2. Perform a minimum due diligence assessment regarding finance and taxation.
3. Consult with a lawyer about important contract terms to avoid unfavorable binding agreements.
4. Prepare a data room and transparent documentation to shorten negotiation time and avoid disputes later.

Want to know the risks your business is facing? Sign up for a free preliminary review with VINASC GROUP — we’ll help you quickly assess your financial, tax, and contract terms so you can decide whether to sell yourself or use professional M&A advisory services.

10.11 How are the costs of M&A advisory services calculated?

The cost of M&A advisory services is typically not fixed — it depends on many factors related to the business and the scale of the project. VINASC GROUP is always transparent about pricing, agreeing on terms that are in line with the client’s interests and scale.

Factors affecting costs:

1. The scale and complexity of the business (businesses with multiple projects, assets, or FDI elements will require more time and resources).
2. Service scope: valuation (business valuation), due diligence, negotiation support, contract drafting, or post-M&A support — each part requires different resources.
3. Time and level of involvement of the consulting team: projects requiring a rapid response will result in higher costs due to the need for a multidisciplinary team of experts.

Common fee structure:

1. Fixed fee for short-term consulting services or defined work packages (e.g., IM preparation, data room setup).
2. Phased fees apply to longer processes (e.g., valuation phase, appraisal phase, negotiation phase).
3. Success fee — typically applied to high-value transactions, a percentage agreed upon based on the transaction value or the amount exceeding a benchmark.

Example (for reference only, not a price quote):

1. Basic consulting package for SMEs (valuation + IM preparation + data room): low fixed fee + no success fee.
2. Comprehensive package for complex FDI transactions (in-depth valuation, multi-sector due diligence, tax and legal consulting, negotiation, post-M&A): phased fees + success fee as agreed.

To receive a detailed quotation tailored to the scale and objectives of your company’s project, please contact VINASC GROUP to discuss your project. We will send you a service proposal and a transparent pricing structure that is best suited to your interests.

10.12 How long does an M&A transaction in Vietnam typically take?

The time it takes to complete an M&A transaction depends on several factors: the level of standardization of the business, the scope of due diligence, the number of parties involved in negotiations, and related legal and administrative requirements (especially for transactions involving FDI). Below are estimated figures for each major stage:

1. Preparation phase (1–3 months) : finalize sales documentation, clean up records, create teasers/IMs, and set up the data room. This is a crucial step to shorten the subsequent due diligence process.
2. Due diligence and negotiation phase (2–4 months) : The buyer conducts due diligence (financial, tax, legal, and operational), after which both parties negotiate the main terms and price. The broader the scope of due diligence, the longer the process will take.
3. Legal completion phase (1–2 months) : contract signing, completion of capital transfer procedures, registration of changes at government agencies, and other related procedures.

In summary: on average, an M&A transaction in Vietnam lasts approximately 3–9 months . For complex transactions with multiple stakeholders or FDI elements (requiring further approvals and procedural reviews), the timeframe can be longer—sometimes up to 12 months or more.

Here are some tips to help you save time:

1. Standardize accounting records and documents before offering the property to reduce due diligence (DD).
2. A well-structured and comprehensive data room setup allows buyers to conduct quick and efficient inspections.
3. Clarify any potential legal or tax issues early on, or propose solutions before entering price negotiations.

If your company has a specific project, VINASC GROUP can help estimate the detailed time for each stage and build an implementation roadmap that suits your company’s situation.

10.13 Should foreign investors choose M&A instead of new investments?

In many cases, M&A is a more efficient option than new investment , as it allows investors to quickly access the market and leverage existing licenses, teams, and customers. However, the decision between M&A and new investment should be based on a specific analysis of capital, time, and legal risks in Vietnam.

Quick Comparison Table — When to Choose M&A / When to Choose New Investments

Risks associated with M&A often stem from insufficient due diligence on the seller or a lack of understanding of tax and legal regulations in Vietnam. Therefore, the role of a consulting firm is to help the buyer objectively compare the two options, estimate the necessary capital, analyze procedures, and propose a plan that aligns with investment objectives.

If investors require a specific comparison for a target project or business, VINASC GROUP provides cost-benefit analysis services between M&A and new investments, along with proposed implementation plans tailored to the investor’s capital and timeframe.

10.14 Why is due diligence necessary before an M&A?

Due diligence is a mandatory step in professional M&A. Instead of relying solely on the “picture” on paper, due diligence provides the buyer/seller with a realistic picture of the company’s financial, legal, and operational aspects, enabling them to make informed decisions and reduce future risks.

Due diligence is typically conducted in phases (phased DD): financial/tax, legal, operational/human resources, and commercial. Each phase has specific objectives and required documentation.

DD Document Checklist (Summary):

1. Financial statements for 3–5 years, accounting records, bank statements, and management reports.
2. Tax records, previous tax decisions/audits, and any doubtful tax obligations.
3. Employment contracts, contracts with major clients/suppliers, lease/rental agreements, and permits/projects related to the property.
4. Legal documents: articles of incorporation, meeting minutes, ownership records, land use rights, and existing legal disputes/notices.

Estimated timeline: Financial/tax phase: 2–4 weeks; legal phase: 2–4 weeks; operational/additional collection phase may take longer depending on scope.

An anonymized “red flag” example: in a transaction, due diligence discovered undeclared tax liabilities related to a real estate project—resulting in the buyer negotiating a price reduction and requesting additional guarantees, which the seller had to address before finalizing the transaction. This case illustrates the importance of due diligence before signing a contract.

In summary, due diligence is a key tool for verifying financial information, identifying tax risks, and assessing legal status. Skipping this step can leave the buyer burdened with financial and legal risks after the transaction is complete.

10.15 Does VINASC GROUP provide support to businesses after the completion of M&A?

Yes. This is a key differentiating factor of VINASC GROUP . We not only help your company complete the transaction but also provide post-M&A support to ensure value and operations are maintained, minimizing post-transfer risks.

Following the M&A, VINASC GROUP continues to provide support through the following services:

1. Accounting and financial reporting services : establishing a suitable accounting system, preparing consolidated reports (if needed), and assisting with periodic report reviews.
2. Tax and compliance consulting : guidance on fulfilling tax obligations, optimizing post-transaction tax structure, and assisting with tax audits if necessary.
3. Restructuring operations and personnel : developing an integrated plan, protecting key personnel, establishing a new management structure, and implementing a transitional training program.
4. Support for expanding production, offices, and industrial park connectivity : providing advice on location, infrastructure, and procedures for expanding operations in accordance with the company’s strategy.

M&A Handover and Post-Agency Support Process (Sample):

1. Phase 0–30 days: Completion of transfer procedures, settlement of payments, handover of system access, review of key contracts.
2. Phase 30–90 days: Implement the personnel restructuring plan, integrate operational processes, and establish post-M&A financial reporting.
3. Phase 90–180 days: Refine operations, monitor performance indicators, address any legal/tax issues that arise, and plan for expansion (if needed).

For example, a deliverable post-M&A plan: A 90-day personnel restructuring plan including a list of key personnel, a handover roadmap, training programs, and a proposed retention plan.

In summary, VINASC GROUP provides post-M&A support to ensure a genuine transfer, helping businesses stabilize operations and exploit the value of the project in the company’s specific field and industry.

11. Contact us for M&A Consulting Services for Businesses in Vietnam.

If you are considering any of the following, VINASC GROUP is ready to discuss and develop a plan that suits your business goals:

1. Selling the business
2. Acquisition of businesses
3. Raising capital or restructuring
4. Preparing for M&A in the context of Vietnam’s development as an international financial center.

VINASC GROUP is committed to providing consulting services based on strategic principles, confidentiality, and substance , drawing on practical experience and a comprehensive support ecosystem, to protect business values and achieve company goals.

Contact us quickly for a preliminary discussion and to receive a free standard M&A checklist:

Hotline: +84-0971 112 118 | Email: M.and.A.Vinasc@gmail.com | Form: https://vinasc.co

VINASC GROUP — We provide strategic M&A consulting tailored to your company’s size and objectives, ensuring confidentiality and practical implementation. Let us be your partner in this journey.