Business Restructuring Advisory

Business restructuring advisory covers the redesign of a company’s ownership, capital and operating structure. Á Châu maps the current legal and financial position, models the options — share transfer, capital increase, spin-off, merger or conversion of legal form — and then executes the corporate filings, accounting treatment and tax consequences of the option the owners choose.

Most Vietnamese companies reach a point where the structure that carried them through the first years becomes the constraint on the next ones. A single legal entity holds several unrelated business lines, so the loss-making one absorbs the profitable one’s tax position. Capital sits with founders personally rather than in a holding company, which makes an investor’s entry expensive. Related-party transactions have grown without the documentation Decree 132/2020/ND-CP requires. Book equity no longer reflects what was actually contributed. None of these is urgent on any given day, and each becomes very expensive at the moment a bank, an investor or a tax inspector looks closely. Restructuring is the exercise of fixing them deliberately, on the company’s own timetable, rather than under the deadline of a transaction.

Scope of service

What the service includes

Method

How a restructuring project runs

1. Diagnostic. Review the enterprise registration certificate, charter, capital contribution records, financial statements and tax filings of each entity.
2. Objectives. Agree what the structure must achieve: investor entry, separation of business lines, succession, loan eligibility or exit readiness.
3. Option design. Build two or three structures and quantify the tax, cash and timing consequences of each.
4. Decision and documentation. Owners select a structure; we prepare resolutions, contracts, valuations and the filing pack.
5. Execution. Submit changes to the business registration authority and the tax authority, and post the accounting entries.
6. Stabilisation. Hand over intercompany agreements, the transfer pricing file and the reporting pack for the new structure.

Triggers

When should a company restructure?

Fees

How is the fee determined?

Á Châu quotes by project after the diagnostic stage, because scope depends on the number of entities, the number of periods to be reviewed and whether a valuation is required. The quotation is issued in writing before any filing work begins, and it separates advisory work from the statutory filing fees payable to the authorities.

Related services

Services often combined with this one

• Mergers and acquisitions advisory — buying, selling and valuing companies.
• Tax risk management advisory — clean the tax position before a transaction.
• FDI and transfer pricing tax advisory — documentation for related-party flows.
• Full-service accounting — bookkeeping for the entities in the new structure.

Legal basis

Legal basis

• Law on Enterprises No. 59/2020/QH14 — conversion of legal form, division, separation, consolidation and merger of companies.
• Law on Investment No. 61/2020/QH14 — conditions and procedures for foreign investors acquiring capital.
• Decree 01/2021/ND-CP — enterprise registration procedures.
• Law on Tax Administration No. 38/2019/QH14 — obligations on change of registration details.
• Decree 132/2020/ND-CP — tax administration for enterprises with related-party transactions.
• Circular 200/2014/TT-BTC — accounting treatment on merger, division and conversion.

This page is general information current at the date of update. Please check the legislation in force or contact Á Châu before applying it to a specific case.

FAQ

Frequently asked questions

Updated 4 September 2026.