At Ascentral Partners, we are dedicated to helping our foreign and local clients navigate Vietnam’s commercial landscape. We approach even the most complex corporate matters with diligence, focusing entirely on delivering tangible value and ensuring your ventures are structured for sustained success.
Corporate & Commercial
Corporate Governance
- Corporate Governance, Compliance, and Risk Management Advisory: Advise on best practices in corporate governance, including implementing resolutions and policies, and counseling on general compliance and risk management issues.
- Board and Shareholder Guidance: Advise the Board of Management/ Directors and General Meetings of Shareholders on statutory duties, compensation, governance requirements, and best practices.
- Public Reporting and Listing Compliance: Advise on public reporting and disclosure requirements, exchange listing, and related corporate governance compliance.
- Investigations and Litigation Support: Counsel and provide representation on internal and government investigations.
- Documentation and Group Company Management: Draft essential governance documents and requirements. Develop and implement systems for effectively managing complex group companies.
- ESG, Climate Change, and Vietnam-Specific Governance: Advise on the Vietnam Corporate Governance Code of Best Practices, Environmental, Social, and Governance (ESG), and Climate Change related risks and disclosures.
Commercial Transactions
- Contract Drafting & Review: Preparing and negotiating various agreements, including supply, procurement, and distribution contracts.
- Joint Venture/ BCC Agreements: Structuring and drafting contracts for business cooperation and partnerships.
- E-commerce & Digital: Advising on legal aspects of online sales, service terms, and digital platforms.
- Standard Forms: Developing standardised template agreements for recurring business transactions.
- Contractual Dispute Management: Providing pre-litigation advice and negotiation support for contract breaches.
Inbound & Outbound Investment
- Market Entry & Structuring: Advise on the most effective investment vehicles (e.g., 100% FDI, JVs, BCCs) and navigating market access conditions and foreign ownership restrictions.
- Licensing & Permits: Prepare and apply for the Investment Registration Certificate (IRC) and Enterprise Registration Certificate (ERC), and all related sub-licenses.
- M&A and Due Diligence: Conduct legal due diligence and securing M&A approvals for acquisitions of local entities.
- Overseas Investment: Apply for the necessary Overseas Investment Certificate (OIC) and approvals from Vietnamese authorities for foreign projects.
- Regulatory Compliance: Advise on capital transfer regulations, foreign exchange control, and repatriation of profits under Vietnamese law.
- Tax and Structure: Establish tax-efficient overseas holding structures and ensuring compliance with host country and Vietnamese tax laws.
Regulatory Compliance
- Compliance Audits: Conducting internal audits across operational, labor, and anti-corruption standards.
- Data Protection: Advising on personal data protection and cybersecurity regulations.
- Anti-Corruption: Developing and implementing anti-bribery policies and training programs.
- Risk Assessment: Identifying and mitigating specific legal risks associated with your business sector.
- Licensing Compliance: Ensuring continuous compliance with all operational licenses and permits (post-issuance).
Restructuring & Insolvency
- Corporate Restructuring: Planning and implementing debt-equity swaps, organizational changes, and capital reduction procedures.
- Insolvency Proceedings: Representing debtors, creditors, or shareholders in formal bankruptcy and dissolutionprocedures.
- Asset Management: Advising on distressed asset sales, acquisitions of distressed entities, and non-performing loan (NPL) transactions.
- Creditor Rights: Enforcing security, pursuing claims, and protecting creditor interests during restructuring efforts.
- Workouts & Negotiation: Facilitating out-of-court workouts, debt rescheduling, and negotiating with financial institutions.
