M&A, Capital Transfer, and Project Transfer Advisory

Buying and selling or merging businesses (M&A) is a composite transaction: corporate, investment, land, labor, tax, and intellectual property law all appear in a single deal. M&A success depends largely on due diligence — discovering risks before signing, not dealing with the consequences after the money has changed hands.

Common Forms of M&A

  • Transfer of shares/contributed capital: acquiring ownership in the target company — the buyer “inherits” both assets and obligations (debts, latent disputes) of the company;
  • Asset purchase: acquiring only specific assets (factories, equipment, land use rights), not the legal entity — limiting “legacy” risks;
  • Merger, consolidation, division, and demerger under the Law on Enterprises 2020;
  • Transfer of investment projects: under Article 46 of the Law on Investment 2020 — completing procedures to amend the Investment Registration Certificate. See Project Transfer Advisory.

The Standard M&A Process

  1. Non-disclosure agreement (NDA) and letter of intent (LOI/MOU);
  2. Legal due diligence: legal standing, asset ownership, key contracts, labor, licenses, disputes, compliance;
  3. Negotiation of the transfer agreement: price and price adjustment mechanisms, conditions precedent, representations & warranties, indemnity for breach of warranties;
  4. Approvals: approvals from competent authorities (IRC/ERC amendments, project transfer approvals…);
  5. Closing: payment, handover, registration of changes;
  6. Post-M&A: operational integration, handling redundant labor, systems integration.

Risks Often Missed in Due Diligence

  • Tax and social insurance debts not fully reflected;
  • Undisclosed disputes and latent lawsuits;
  • Assets (especially land) with legal defects: no land use right certificate, mortgaged, subject to planning;
  • Key contracts containing “change of control” clauses allowing the counterparty to terminate;
  • Business licenses tied to the former owner, not automatically transferable to the new owner.

How Does ANT Legal Assist?

  • Comprehensive legal due diligence on the target company/project;
  • Deal structuring and drafting of transfer agreements, SPA/SHA;
  • Representing clients in approval and registration procedures;
  • Tax advice related to M&A transactions.

Related Content

Considering an M&A deal or capital transfer? Contact ANT Legal via Hotline/Zalo 0966.475.966 for legal due diligence and safe deal structuring.

This content is for general reference only and does not replace legal advice for a specific case. Each deal has its own structure and risks.

Discuss this matter with ANT Legal

If you are preparing an equity transfer, M&A transaction, project transfer or restructuring, ANT Legal can help review legal risks and transaction structure.

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Frequently asked questions

When should I contact a lawyer?

When a matter has deadlines, high value, multiple parties or requires risk review before signing, negotiating, complaining or filing a claim.

What should I prepare?

Please prepare contracts, licenses, charter documents, resolutions, evidence, correspondence and key dates if available.

Does ANT Legal guarantee an outcome?

No. Legal advice depends on the specific file, evidence, applicable rules and any competent authority decision.

Website information is for general reference only and does not replace legal advice for a specific matter.