Between March and August 2024, IVLF Advisors LLC, led by Managing Director Nguyen Trung Nghia, provided comprehensive advisory support for the legal and financial risk management of a complex real estate crowdfunding transaction – among the first of its kind in Vietnam.
Scope of IVLF’s Work
- Developing and executing strategies to minimise legal risk to the fullest extent possible;
- Drafting and finalising all required legal documentation;
- Structuring the contractual framework through a series of bespoke agreements designed for the first time around the transaction’s specific requirements;
- Structuring the capitalisation of a special purpose vehicle (SPV) to accommodate both individual investors and a group of companies while preserving the desired tracking-share ratios;
- Completing all mandatory procedures with Vietnamese licensing authorities to enable share transfers and in-kind capital contributions;
- Executing specialised settlement mechanics among the crowdfunding sponsor, individual investors and the SPV – including exchangeable debt, convertible debt, special share transfers and private placements.
The Outcome
The structure allowed angel investors to acquire preference shares in a newly established SPV without triggering public company registration with the State Securities Commission, while simultaneously enabling capital contribution to the SPV in the form of shares of the parent company registered with the Vietnam Securities Depository (VSDC).
A large number of individual investors became shareholders of the SPV – and, critically, the SPV avoided classification as a public company under the Securities Law 2019.
SPV capitalisation structure designed to remain outside public-company classification.
Why It Matters
This achievement highlights IVLF’s depth across finance, tax, investment and law, and its ability to engineer innovative, compliant structures for novel transactions in the Vietnamese market.
Key Legal References
- Securities Law 2019: public company thresholds and registration obligations the structure was designed to avoid triggering;
- Law on Enterprises: preference share classes and in-kind capital contributions;
- VSDC regulations: procedures for contributing centrally registered shares.
Related practice areas: Capital Markets · Banking & Finance · Startups & SMEs
Facing a similar challenge?
IVLF Advisors LLC advises investors and enterprises on restructuring, M&A, capital raising and cross-border transactions in Vietnam. Contact us for a confidential assessment of your matter.
