Due diligence (DD) is a process of verification, investigation, review, or audit to confirm facts or details of a potential M&A deal or an investment opportunity. Legal due diligence examines legal documents to verify and disclose all risks or issues that could affect M&A transactions. It plays a major role in negotiations between both sides, especially in determining the transfer prices. Legal DD must be conducted before processing the deals.
Due Diligence
Legal services:
- Legal due diligence: This service includes reviewing all legal aspects of the subject, from business, commercial, IP, and HR to other legal factors. PLF will review all documents, and information related to the sell-side, for example, contracts, agreements, licenses, sub-licenses, financial obligations, pending and potential lawsuits, etc. After completing the process, we will issue a legal due diligence report to our clients.
- Intellectual property (IP) due diligence: PLF will review all documents regarding all intangible assets owned by, or licensed to the target company, including any patents, copyrights, trademarks, industrial designs, etc. By conducting IP due diligence, PLF helps the Clients access IP assets’ quality, determine the value of IP assets, and the target company.
- HR due diligence: PLF supports both the sell-side and buy-side in examining and identifying HR processes and human capital of the target company to avoid HR operational risks (organizational structure, remuneration and benefits, labor policies, and other procedures, etc.).
- Startups due diligence: Once venture capital firms or angel investors are interested in startups, due diligence will be implemented to evaluate the value of startups, and make sure that startups can bring a great profit in the future. Based on the due diligence report, the investors can define investment structure and funds.
- Local due diligence support: PLF will act as the Client’s local counsel to liaise and support its international legal team for the entire legal due diligence process. Our lawyers will handle all documentation and processes arising in Vietnam, for example, a subsidiary, branch, and representative office located in Vietnam. On this basis, the international team can issue a due diligence report for the whole M&A transaction.
How to proceed?
- Sign and execute Non-Disclosure Agreement before accessing Clients’ information and documents;
- Organize direct meetings with our team to clarify the Clients’ requirements, targets, and concerns;
- Consider and set up a legal team with in-depth knowledge of the sector;
- Define the approach, methods, and protocols of due diligence;
- Provide a full plan of the due diligence process;
- Create a comprehensive checklist of requested documents and information;
- Set up and share documents and information based on the comprehensive checklist via a virtual or physical data room (in case of supporting sell-side);
- Combine and analyze due diligence findings;
- Issue a detailed due diligence report;
- Follow the schedule by strictly monitoring the implementation process of both sides;
- Provide ongoing follow-up to answer questions via phone, e-meetings, or direct meetings throughout the service process to ensure the problems are completely resolved;
- Provide a CRM account so our Clients can monitor the legal services and procedures.
Bui Cong Thanh
Managing Partner
Alex Ho Thanh
Senior Associate
Nguyen Thi Phong Lan
Senior Associate
La Thi My Huong
Associate
Le Thi Tuyet Mai
Junior Associate
Le Tan Canh
Paralegal
Nguyen Ngoc Tri
Paralegal
Doan Thi My Trinh
Senior Accountant
Phan Thi Chuc Y
Accountant
Banh Anh Nguyen
Admin - HR
Hua Thi Minh Thu
Communications Administrator
Ho Nhat Dan Ngan
Communications Administrator
Most Frequent Questions & Answers
Finding expert guidance in our FAQs section, which address common concerns and provide insights into corporate legal, accounting, and secretarial matters.
Registering a 100% foreign-owned company in Vietnam is possible. However, foreign investment is subject to regulatory limitations applied on each specific business sector.
In most cases, investors shall implement the following steps to establish a company:
Step 1: Obtaining an Investment Registration Certificate, abbreviated IRC (if any non-Vietnamese investors).
Step 2: Obtaining an Enterprise Registration Certificate, abbreviated ERC or BRC for Business Registration Certificate.
The company is established but the following steps are required for regulatory compliance:
Step 3: Post establishment procedures.
Step 4: Obtaining sub-licenses (if any).
IRC stands for Investment Registration Certificate which shall be obtained (in most cases) when a foreign investor wants to set up a project (such as establishing a company) in Vietnam at the beginning.
ERC stands for the Enterprise Registration Certificate which every company in Vietnam must have. In other jurisdiction it is sometimes referred to as the “Incorporation Certificate” or “Company Certificate”.
Joint Stock Company (“JSC“) and Limited Liability Company (“LLC“) are the most common types of company in Vietnam since they offer the following advantages:
- Limitation in liabilities of their shareholders/ members/ proportionate to their capital contribution;
- Flexible management structure;
- Conversion from JSC to LLC and conversely is possible.
In general, there is no minimum capital required by law when registering a company in Vietnam. Only some conditional business sectors such as real estate trading, banking or education have specific capital requirements.
However, the capital shall be sufficient in light of the intended business sectors and scale of operation.
For non-conditional business sectors, we usually need from 6 to 8 weeks to setup a foreign-invested company and 1 week for a Vietnamese-invested one.
However, especially for foreign-owned companies, the time can be extended due to various reasons such as additional requirements from the licensing authorities.
Contact Our Legal Team for Expert Guidance & Support
We welcome inquiries, consultation requests, and any legal concerns you may have. Please do not hesitate to contact us for reliable guidance and exceptional service.