DUE DILIGENCE PERSPECTIVES

At REISTRA, our Legal Due Diligence service for Target Companies in Vietnam goes beyond mere compliance.

STANDARD

Our comprehensive analysis encompasses a broad spectrum of legal aspects, ensuring our clients have a complete picture of the target company’s health and compliance:

  • Title and Ownership: Verify ownership of the project, identify and analyze any encumbrances on the project, such as mortgages, easements, restrictions, review zoning and land use regulations, assess compliance with environmental laws and regulations, analyze potential title issues.
  • Permits and Licenses: Confirming the status of necessary permits and licenses and assessing their compliance for development of project.
  • Organizational Structure: Scrutinize company charters, bylaws, and meeting minutes, uncovering any potential governance concerns.
  • Shareholder Dynamics: Delve into ownership structures, shareholder agreements, and capital contributions to ensure clarity and alignment.
  • Contractual Obligations: Analyze key contracts and agreements, uncovering potential risks and opportunities for renegotiation.
  • Employee Relations: Evaluate labor contracts, benefits, and union agreements, ensuring a smooth transition and minimizing workforce disruption.
  • Litigation and Dispute Resolution: Uncover any past or ongoing legal disputes, providing a clear understanding of potential liabilities.

BEYOND THE STANDARD

Our expertise extends beyond the standard due diligence scope, exploring critical areas that can impact theacquisition:

  • Intellectual Property: Assess the ownership and protection of patents, trademarks, and copyrights, ensuring a clear understanding of IP assets.
  • Insurance Coverage: Review insurance policies and claims history, ensuring adequate coverage and mitigating risk.
  • Real Estate Ownership: Verify property ownership titles, lease agreements, and mortgages, identifying potential legal challenges.
  • Regulatory Compliance:  Analyze industry-specific regulations and ensure the target company adheres to all relevant laws and standards.
  • Governmental Approvals: Assist in securing necessary permits and licenses required for the M&Atransaction, facilitating a smooth transition.
  • Post-Acquisition Integration: Provide insights and support to ensure a seamless integration of the target company, maximizing synergy and minimizing disruption.

DUE DILIGENCE METHODOLOGY

At REISTRA, we believe in a comprehensive approach to due diligence, ensuring our clients receive the most accurate and insightful information. Our methodology involves:

  • Thorough Document Analysis: Our experts meticulously analyze all relevant documents, uncovering hidden nuances and potential risks.
  • Strategic Stakeholder Engagements: We conduct insightful interviews with key personnel to gain a deeper understanding of the company’s operations and dynamics.
  • On-Site Investigations: Where necessary, we conduct physical inspections of assets to validate claims and ensure accurate valuations.
  • Industry-Specific Expertise: We leverage the knowledge of industry specialists to provide nuanced insights into sector-specific challenges and opportunities

DUE DILIGENCE REPORT

At the culmination of our process, our clients will receive a comprehensive blueprint for success, encompassing:

  • Rigorous Risk Assessment: A clear and concise breakdown of potential legal risks, empowering you to mitigate threats before they materialize.
  • Strategic Recommendations: Tailored recommendations to deal with the risks discovered but aligned with your specific business goals and objectives.
  • Detailed Report: A comprehensive report that not only identifies issues but also provides actionable insights and strategic guidance.

At REISTRA, our Tax Due Diligence service for Target Companies in Vietnam goes beyond mere compliance. 

STANDARD

Our comprehensive analysis delves into a broad spectrum of tax considerations, ensuring you have a complete picture of the target company’s tax health and potential liabilities:

  • Tax Structures and Compliance: Meticulously analyze the target company’s existing tax structure, including identification of all relevant taxes, historic compliance records, and potential exposure to tax audits and penalties.
  • Transaction Tax Implications: Evaluate the tax implications of the proposed acquisition structure, including potential transfer taxes, stamp duties, and withholding taxes, to ensure optimal tax planning.
  • Tax Liabilities and Contingencies: Uncover any existing or potential tax liabilities, including identifying contingent liabilities arising from past transactions or ongoing disputes with tax authorities.
  • Transfer Pricing Analysis: Assess the target company’s transfer pricing policies and compliance with Vietnamese and international regulations, minimizing potential risks and maximizing tax efficiency.
  • Tax Treaties and Incentives: Explore potential tax benefits available under applicable tax treaties and government incentive programs, maximizing tax savings and optimizing your overall tax position.
  • Tax-Efficient Structuring: Recommend optimal transaction structures and post-acquisition strategies to minimize tax liabilities and optimize long-term tax benefits for the combined entity.

BEYOND STANDARD

Our expertise extends beyond routine compliance checks, exploring critical tax areas that can impact the success of your acquisition:

  • Tax Planning and Optimization: Develop comprehensive tax planning strategies to minimize the overall tax burden of the combined entity, including recommendations on tax-efficient repatriation of profits.
  • Merger & Acquisition Tax Strategies: Develop effective tax strategies for mergers, acquisitions, and other business restructuring transactions, maximizing tax benefits and minimizing tax leakage.
  • Post-Acquisition Integration: Provide ongoing tax support and guidance throughout the post-acquisition integration process, ensuring a smooth transition and optimizing tax outcomes.
  • Industry-Specific Tax Expertise: Leverage the knowledge of our industry specialists to provide tailored insights into sector-specific tax challenges and opportunities.
  • Customs and Duties: Analyze customs and duties implications of the transaction, including potential import and export taxes, ensuring compliance and minimizing costs.
  • Government Incentives and Tax Credits: Assist in identifying and securing any applicable government incentives and tax credits available to the combined entity, further enhancing your long-term tax efficiency.

METHODOLOGY

Our meticulous methodology ensure ourclients receive the most accurate and insightful information to make informed decisions:

  • Thorough Document Analysis: We meticulously review all relevant financial statements, tax filings, and regulatory documents, uncovering hidden nuances and potential tax risks.
  • Strategic Stakeholder Engagements: We conduct insightful interviews with key personnel and tax authorities to gain a comprehensive understanding of the target company’s tax history and current practices.
  • Industry-Specific Research: Our team leverages extensive industry knowledge to provide nuanced insights and tailor our recommendations to meet your specific business objectives.

DELIVERABLES

Upon completion of our Tax Due Diligence, our clients receive more than just a report; our clients will receive a strategic blueprint for tax success. Our deliverables include:

  • Rigorous Risk Assessment: A detailed breakdown of potential tax risks, empowering you to make informed decisions and mitigate potential liabilities.
  • Strategic Recommendations: Tailor-made recommendations aligned with your business goals and objectives.
  • Comprehensive Report: A detailed report that not only identifies tax issues but also provides actionable insights and strategic guidance for navigating the Vietnamese tax landscape.

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Our Services

Our reputation comes from providing clear, workable solutions to the difficult problems our clients face.

Structure Consulting Services provide clients with in-depth options in transaction structure, aiming to achieve tax efficiency, minimize risks, create maximum flexibility in using budgets, optimize profit distribution, limit legal procedures, complete transactions quickly. 

Details

Licensing Services  will, on behalf of clients, carry out all necessary procedures for conducting M&A transactions, includes confirmation of non-economic concentration, investment registration certificate for foreign investors. REISTRA also carries out legal procedures on behalf of clients for project development, includes approval of investment policies, investor approval, planning approval, fire protection approval, environmental impact assessment appraisal, environmental permit, land allocation, conversion of land use purpose,  design appraisal and construction permits.

Details

M&A Comprehensive Consulting Service is a comprehensive and all-inclusive solution to meet the needs of real estate project M&A. With this service, REISTRA will base on the needs and tastes of clients, to  conduct due diligence and provide clients with in-depth reports on the feasibility of projects as well as issues,  risks involved, propose transaction structures to minimize risks but still bring the best economic efficiency.

Detail

Comprehensive Due Diligence Services will provide clients with a comprehensive report on expected M&A transactions. REISTRA’s report  will include an assessment of legal and tax risks of the project and the project company. The report will also provide clients with comprehensive, feasible solutions to conduct M&A transactions in the safest and most efficient way.

Details

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