Review the company’s business lines, proposed product categories for distribution, and market access conditions under Decree No. 09/2018/ND-CP.

Determine whether the enterprise is subject to the Economic Needs Test (ENT) requirement and assess the feasibility of the application dossiers.

Prepare a detailed explanatory report on the business plan, financial capacity, distribution system, and market impact.

Compile the complete legal dossier, including the ERC, IRC, financial documents, lease agreements, and other relevant documents required by the licensing authority.

Represent the enterprise in submitting the dossier for the Business License to the Department of Industry and Trade (or the Ministry of Industry and Trade in special cases). Monitor the appraisal process, directly provide explanations or supplemental dossiers as requested to ensure timely licensing approval.

Obtain the Trading License for retail and distribution activities. Advise the enterprise on practical operational compliance requirements, including business premises, distribution systems, invoices and accounting voucher and commercial compliance obligations.

Advise and implement procedures for obtaining a Retail Outlet License (ROL) for each retail location.

Assess ENT requirements (if any) and develop an expansion strategy in compliance with Vietnamese regulations.

Identify the exact scope of adjustment, including increase/decrease of investment capital, change of investor, project objectives, project location, implementation timeline, or operational scale.

Assess relevant legal conditions such as foreign ownership limitations, conditional business sectors, environmental regulations, and land-related requirements to determine the likelihood of approval.

Advice on the most efficient legal and tax structure for implementation methods:

• Direct adjustment of the IRC
• Combination with capital contribution/share acquisition registration (M&A)
• Simultaneous amendment of both the IRC and ERC

Develop an implementation roadmap aimed at minimizing disruption to the company’s operations.

Prepare a complete application dossier in accordance with legal requirements, including:

• Project amendment request document
• Project implementation status report
• Investor resolutions/minutes
• Financial capacity documents (for capital increase cases)
• Legal dossier of new investors (if any)

Ensure that the dossier is logical, consistent, and aligned with the company’s actual operations.

Represent the company in submitting the application to the Department of Finance or the Management Board of Industrial Zones.

Monitor the appraisal process and handle requests for explanation, amendment or supplementation of documents required by the competent authorities.

Obtain the amended Investment Registration Certificate (IRC).

Carrying out post-amendment procedures:

• Updating the ERC (if corporate information changes)
• Adjusting sub-licenses or sector-specific permits (if any)
• Updating information with tax authorities, banks, and business partners

Advise the enterprise on implementing the adjusted project in compliance with approved contents, including capital contribution schedules, operational scope, and investment reporting obligations.

Monitor and manage legal risks arising during post-adjustment operations.

Review the target company’s business lines, market access conditions and foreign ownership limitations under Vietnamese law and international commitments.

Determine whether the transaction is subject to mandatory approval for capital contribution with the investment registration authority.

Comprehensive evaluation of the target company’s legal status:

• Ownership structure, capital contribution, charter
• Commercial contracts, financial obligations, and outstanding liabilities
• Compliance with tax, labor, and sector-specific licensing regulations
• Existing disputes and potential legal liabilities

The due diligence results serve as the basis for investment decisions, valuation, and structuring of transaction terms.

Advice on the suitable transaction structure: share/equity acquisition, capital increase or a combination of both.

Draft and negotiate transaction documents:

• Share Purchase Agreement (SPA)
• Shareholders’ Agreement (SHA)
• Payment terms, Conditions Precedent (CP) and indemnities

Ensure balanced interest allocation and risk control for investors.

Represent the investor in submitting the capital contribution or share acquisition registration dossier to the investment registration authority (Department of Finance or Industrial Zone Management Board).

Monitor, provide explanations, and complete all required procedures prior to the execution of the transfer.

Execute definitive transaction agreements and transfer investment funds through the Direct Investment Capital Account (DICA) in compliance with foreign exchange regulations.


Complete the transfer of shares/equity interests in accordance with the agreed transaction terms.

Carry out adjustments to the ERC, update the list of members/shareholders, and record foreign investor information.

Amend the IRC (if the transaction results in changes to the investment project). Update relevant information with banks, tax authorities, and sector-specific licensing.

Advice on post-transaction corporate governance restructuring: voting rights, control mechanisms, and profit distribution arrangements.

Monitor post-investment legal obligations: investment reporting, capital contribution schedules, and compliance with conditional business sector requirements.