A US listing is the most demanding capital markets journey a Vietnamese company can attempt – and after VinFast reached Nasdaq, every ambitious board wants to know the real paths. Here they are, with the costs the pitch decks omit. The three paths to a US listing Traditional IPO An offshore holding company above the…

Offshore listing is the question every ambitious Vietnamese company eventually asks: raise capital at home, or take the story to New York, Hong Kong or Singapore? The honest answer depends on structure, sector and stamina – here is the comparison boards actually need. Why offshore listing at all Three motives recur. Valuation: some sectors command…

Company merger, demerger and conversion are the three reorganisation tools Vietnamese law offers when a corporate structure no longer fits the business – and each carries traps for the unprepared. Here is how a company merger or split actually runs. The toolbox under the Enterprise Law Company merger and consolidation A company merger absorbs one…

The share purchase agreement is where a Vietnamese M&A deal stops being a handshake and becomes enforceable rights. Most disputes we litigate trace back to clauses that were copied, not thought – so here is what a share purchase agreement must actually do in Vietnam. What makes a Vietnamese share purchase agreement different Templates drafted…

M&A approval is the checkpoint every foreign investor passes before buying into a Vietnamese company – a procedure that looks administrative and behaves strategically. Handled early, it is routine; discovered late, it reprices deals. When M&A approval is required Under the Law on Investment, the acquisition approval applies when a foreign buyer’s stake crosses the…

Conditional business lines are the gatekeepers of the Vietnamese market: activities any company may name in its registration, but may only operate after meeting extra conditions. Knowing where your business falls on the list is step zero of market entry. How the system is organised The Law on Investment maintains two lists. A short prohibited…

Investment incentives in Vietnam can cut a project’s effective tax rate to single digits for a decade – but only for investors who qualify deliberately rather than accidentally. Here is how the incentive system works after the 2025 tax reforms. The three families of investment incentives Sector-based High technology, software, renewable energy, supporting industries and…

Foreign ownership limits decide how much of a Vietnamese company an overseas investor may hold – and misreading them is the most expensive mistake in Vietnamese deal-making. This guide explains how the limits work and how careful structuring lives within them. Where foreign ownership limits come from Three layers stack on top of each other….

Listing conditions decide which Vietnamese exchange a company can join – and preparing for them early is what separates a smooth debut from a year of corrections. Here are the listing conditions for HOSE, HNX and UPCoM, compared the way boards actually use them. The three venues at a glance HOSE hosts the large caps:…

Private placement is how most Vietnamese companies actually raise equity – faster and more discreet than a public offer, but wrapped in conditions that trip up first-time issuers. Here is how a private placement works under the current framework and where deals go wrong. What counts as a private placement Under the Securities Law 2019…

Bond issuance gives Vietnamese companies debt capital without bank covenants – but after the market’s 2022-2023 turbulence, the rules around bond issuance are stricter and enforcement is real. Here is what corporate issuers must get right under the current framework. Two routes: private and public bond issuance Private bond issuance under Decree 153/2020 (as amended…

An IPO in Vietnam is a six-stage journey, and companies that map it before starting close it one to two years faster than those who improvise. This guide walks through the conditions, the process and the realistic timeline for an IPO in Vietnam under the current Securities Law framework, based on transactions our capital markets…