Restructuring is an action implemented to change the current business structure of the company before, during, and after a M&A operation, financial restructuring, restructuring of the operational structure, preparation for the enterprise’s expansion or dissolution. This action will be applied when the current structure is inefficient, unsuitable to the actual operation, the development plan, or the M&A plan.

How we can help:

  • Developing M&A, divestiture, and restructuring strategies: PLF will analyze the current organizational structure of the Clients’ company and develop strategies on capital and structure which are best suited to the Clients;
  • Restructuring before expansion: PLF will assist Clients in structuring the business for growth. The company leaders should take into account that the existing business structure is built for its current scale. To support effective business expansion, they need to review, adjust, and improve the business structure along with a clear process system;
  • Structuring M&A deal: Based on each deal’s status, PLF will access, evaluate, and propose the structure of the M&A transaction. The proposed structure aims to meet requirements and situation of the remaining parties as well as the legal system;
  • Optimizing capital structure: PLF will evaluate the existing capital structure, and analyze the business plans, industry practices, and modern financial models to propose an effective capital structure. The new capital structure is built on the principles of optimization, determination of investment cash flow, and the resulting tax obligations when our Clients need capital disbursement for maintaining operations, attracting additional investment capital, or restructuring funds from the parent company or owners.
  • Operational and financial restructuring: PLF will analyze the Client’s current operating status and business structure in order to provide legal advice on structural irregularities that may affect business operations. In addition, we propose alternative business restructuring solutions based on legal regulations and other effective operating models in the same industry;
  • Accelerated M&A: In case the Clients are insolvent, PLF will quickly access the operation status to propose alternative solutions in the early stages of M&A transactions. In particular, we will arrange and access information, regarding equity, debt, management structure, labor matters etc. in order to propose the respective solutions.
  • Exit planning (dissolution planning): PLF will provide a business plan in a specific order and propose a comprehensive plan overview based on the operation situation, existing projects, assets, equity, outstanding debts, receivables, and other issues related to shares/contributions.

How to proceed?

  • Organize direct meetings with our team to clarify our Clients’ requirements, targets, and concerns in Vietnam;
  • Analyze the structural, management, capital, and debt issues faced by our Clients;
  • Identify strengths and weaknesses in the current organizational structure. This helps Clients understand where the current structure is failing;
  • Point out potential risks and unreasonable problems in the management structure;
  • Consider options and design a new structure based on key businesses and main points that Clients want to focus on;
  • Provide operation structure trends, industry practices, and management strategies to Clients;
  • Advice on the new operation structures that suit the Clients’ activities to improve their business;
  • Alert the Clients on collecting opinions from current employees and departments regarding the reorganization planning process;
  • Provide a CRM account so our Clients can monitor the legal services and procedures;
  • Follow up and instruct the Clients to launch the new structure or to perform the restructuring.

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.

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