Shareholders agreement Vietnam: the terms to settle.
IVLF’s free shareholders agreement Vietnam navigator turns your investor type and company stage into a prioritised list of the key terms to settle in a term sheet or shareholders’ agreement. Pick your answers, tick terms off and copy the list for your team.
Build your list of key terms
Choose the investor type and the stage, then the areas to cover.
Shareholders agreement Vietnam: what the key terms cover
Economics and valuation
Pricing, milestones, pre-emption and dividends.
Board and governance
Board seats, chair, reporting and budget approval.
Reserved matters
Decisions that need investor consent.
Investor protections
Liquidation preference, anti-dilution and warranties.
Transfer and exit
Drag-along, tag-along, transfer limits and IPO timing.
Founder commitments
Vesting, leaver terms and non-compete.
Conditions and timing
Approvals, timetable and termination rights.
Disputes and law
Governing law, arbitration and deadlock.
Read the full explanation
A shareholders agreement Vietnam investors sign sits on top of the company charter and the investment registration. It decides who controls what, how value is shared and how the parties exit. A term sheet usually fixes the main commercial terms first and the full agreement follows.
Different investors care about different terms. A financial minority investor focuses on investor protections, exit rights and valuation. A strategic investor focuses on reserved matters and commercial alignment. A joint venture partner focuses on board composition, deadlock and dispute resolution. A founder selling a stake focuses on founder commitments and liquidity. The stage of the company also matters: early-stage deals often use convertible instruments, while mature companies focus more on dividends and exit.
Use the list as a negotiating agenda, not as a draft agreement. Each term needs drafting that fits Vietnamese corporate and foreign investment rules. Read our practice on mergers and acquisitions and use the national legal documents database to check legal texts.
How to use the key terms navigator
Choose investor and stage
The two answers set the priorities.
Review the priority areas
Areas that matter most for your position come first.
Use it as an agenda
Copy the list and settle each term in the term sheet.
Shareholders agreement Vietnam: frequently asked questions
What is the difference between a term sheet and a shareholders agreement?
A term sheet fixes the main commercial terms, usually non-binding apart from a few clauses. The shareholders agreement is the full binding document.
Do drag-along and tag-along rights apply in Vietnam?
They can be agreed by contract, but how they work with the charter and Vietnamese rules needs checking for each deal.
Is the navigator legal advice?
No. It is a general agenda of terms. A qualified professional should tailor it to your deal.
Have IVLF draft or review the terms
Our team drafts and reviews term sheets and shareholders agreements with AI-assisted research and professional review. See how we work, explore our corporate and commercial practice or send your request here.
