Buying a Shelf Company in Vietnam

For foreign entrepreneurs, this route is more than a time-saver. It’s a way to cut down entry risks, bypass the learning curve of local bureaucracy, and operate through a structure that already exists in the system. A shelf company in Vietnam often comes with established documents, an active bank account, and in some cases even a traceable business history or local connections — all of which make integration smoother.

This guide unpacks the full journey: from the initial due diligence and market assessment, to negotiating the purchase, and finally, to securing ownership transfer under Vietnamese law. Along the way, we’ll highlight the legal fine print, the compliance obligations for foreign investors, and the steps needed to ensure your acquisition is both transparent and risk-proof.

Why Vietnam Makes Sense for Buying a Shelf Company

Vietnam has been rewriting its economic story over the last decade, consistently posting GDP growth in the 6–7% range. That pace isn’t accidental — it’s fueled by a mix of industrial diversification, booming trade partnerships, and steady inflows of foreign capital. It’s no wonder international reports keep ranking Vietnam as one of the most promising investment destinations in Asia.

Geography plays in its favor too. With a long coastline on the South China Sea, modern ports, and quick access to regional giants like China, Japan, and Singapore, Vietnam is a natural hub for logistics and exports. Many investors choose to purchase a ready-made company here precisely to tap into this infrastructure and use Vietnam as a springboard to both Asian and European markets.

Global agreements further expand its reach. As a member of ASEAN, CPTPP, and RCEP, Vietnam offers businesses a passport to vast trade networks and reduced barriers to entry abroad. On the ground, the country is a manufacturing powerhouse: textiles, electronics, food processing, consumer goods — all thriving sectors with global demand. But Vietnam isn’t stopping there. Authorities are actively courting high-tech and IT ventures, rolling out tax breaks, subsidies, and dedicated programs designed to attract startups and innovation-driven firms.

Add to this the competitive edge of lower operating costs — from office space to skilled labor to administrative fees — and Vietnam becomes a rare mix of affordability and opportunity, making the purchase of a shelf company not just convenient, but strategically smart.

What You Actually Get with a Ready-Made Company in Vietnam

A shelf company in Vietnam isn’t just a name in the registry — it’s a fully formed legal entity with official recognition and a starter kit of documents that let you hit the ground running. By purchasing one, you step straight into ownership of a business structure that’s already been cleared and stamped by the authorities.

The package typically includes the essentials: incorporation certificate, charter documents, and corporate bylaws defining the company’s legal shape and ownership. Depending on the case, you may also inherit industry-specific licenses, operational agreements with key partners, or internal policies already in place. Where financial history exists, you’ll see accounting records that outline performance and obligations — and if the company has no prior activity, you get the clean slate many investors prefer.

One of the most attractive add-ons is a bank account. For foreign owners, opening a Vietnamese corporate account from scratch can drag on for weeks, sometimes months, given the strict KYC and AML vetting. Buying a company with an existing account short-circuits that delay, giving you immediate access to the financial system. For investors who value speed and seamless integration, this feature alone can tilt the decision toward acquiring a ready-made firm rather than starting fresh.

How the Purchase of a Vietnamese Company Really Works

Acquiring a business in Vietnam isn’t a matter of filling out a form and collecting keys. It’s a layered process that touches law, finance, culture, and—sometimes—patience. The official framework is the Law on Enterprises 2020, supplemented by rules on foreign capital and external trade. For overseas buyers, the doors are open wide in most industries, though anything linked to national defense, media, or natural resources comes with limits. Within those boundaries, the pathway is clear, but each stage must be handled precisely.

Below is not a checklist but a journey map: the main waypoints you will encounter on the road from curiosity to actual ownership.

Defining the Target: Which Business to Acquire?

The process begins long before paperwork. The real first step is to decide what kind of company fits your ambitions. Vietnam offers nearly every option—tech start-ups, textile exporters, logistics providers, consumer brands. But not every company is the right match.

Questions that shape the search include:

This stage is less about numbers and more about strategic alignment. Pick the wrong target, and every later step becomes damage control.

The Reality Check: Due Diligence

Once a promising candidate appears, the spotlight turns to verification. This is the due diligence stage—the stage where dreams meet facts.

A thorough investigation in Vietnam involves:

• Corporate identity. Is the certificate of incorporation authentic? Are the founding documents intact? Has ownership changed hands before, and if so, how?
• Financial standing. Balance sheets, tax filings, and debt records reveal whether the company is stable or merely surviving. A “profitable” firm on paper can still hide overdue taxes or debts with suppliers.
• Legal baggage. Court disputes, labor conflicts, or sanctions from regulators must be uncovered before they become your problem.
• Market reputation. Speak to suppliers, clients, even competitors if possible. In Vietnam, relationships often matter more than statistics.

The aim is simple: to ensure the company is not a trap dressed as an opportunity.

Formal Transfer of Ownership

After clearing the due diligence hurdle, the deal moves into legal formality.

• A purchase contract is drafted, locking down the price, rights, and guarantees. Vietnamese law insists on clarity, especially concerning what happens if hidden liabilities appear after the handover.
• Changes are recorded in the national enterprise register and relevant tax offices. Without this step, the world may still see the old owner in charge, regardless of your signed agreement.
• The charter and governance documents must be updated to reflect new shareholders and directors.

This is the moment when the deal becomes official—not in theory but in the eyes of the state.

Navigating the Banking System

Banking deserves its own stage because it can make or break the transition. Vietnam enforces strict “Know Your Customer” and anti–money laundering protocols.

Two scenarios exist:

• If the company already has a bank account, the institution will freeze or re-screen it once ownership changes. Expect requests for notarized documents, translated charters, and proof of shareholder identity.
• If a new account must be opened, prepare for a long process. Banks often demand evidence of where your capital originates, sometimes with apostilled documents from abroad.

Without early preparation, investors can find themselves with a company on paper but no ability to move money.

Dealing with Licenses and Permits

In regulated industries, the company’s licenses are as valuable as its contracts. Education, financial consulting, import–export, logistics, and tourism all require specific approvals. Some licenses transfer seamlessly to new owners; others must be reissued.

Many investors deliberately buy companies that already hold the right permits—it saves months of waiting. But every license must be tested against two questions: Can it legally be transferred? and Does it cover the scope of activities you plan to pursue?

Integration: Making the Company Truly Yours

Ownership is not the finish line. A business is more than a piece of paper; it’s contracts, employees, systems, and relationships. After registration, you must:

• Revise internal regulations to reflect your authority.
• Confirm that supplier and customer contracts remain valid after transfer.
• Update HR and accounting practices to match international standards if you are integrating into a global group.
• Build direct lines with regulators and tax offices to show continuity and compliance.

Failing this stage means inheriting disorder rather than opportunity.

The Bigger Picture

The Vietnamese acquisition process is not quick, but it is reliable if handled methodically. Each stage—from selecting a suitable company to negotiating with banks and regulators—forms part of the stability investors are looking for.

Handled carefully, the reward is significant: instead of starting from zero, you gain a functioning legal entity with history, permits, and sometimes even staff already in place. Neglected, the same process can lead to frozen accounts, revoked licenses, and wasted capital.

That’s why the real rule of thumb is simple: in Vietnam, buying the company is easy; buying wisely takes expertise.

Documentary Support: The Paper Trail that Seals the Deal

Buying a ready-made company in Vietnam is not just about shaking hands and exchanging money. The transaction only becomes legitimate once every line of paperwork is drafted, signed, and stamped in accordance with Vietnamese corporate law. The quality of this documentary support defines whether the purchase will stand as a legally protected deal—or collapse under scrutiny later.

Stage One: Preliminary Documents

Before any transfer of ownership happens, two instruments typically set the stage:

• Letter of Intent (LOI).
  • Serves as a declaration of serious intent to negotiate and proceed with the acquisition.
  • Not legally binding like a final contract, but it lays down the blueprint for the upcoming deal.
  • Covers essential elements such as proposed price, deal structure, timelines, responsibilities, and the framework for due diligence.
  • Think of it as a “pre-contract” that prevents ambiguity during the negotiation phase.
• Non-Disclosure Agreement (NDA).
  • Mandatory whenever sensitive information is exchanged.
  • Protects both seller and buyer from leaks of financial statements, client lists, operational data, or intellectual property.
  • Without an NDA, either party risks exposing trade secrets that could be exploited outside the deal.

Snapshot Table — First Documents

Stage Two: The Heart of the Deal — SPA

Once due diligence is completed and both parties agree to proceed, the spotlight shifts to the Share Purchase Agreement (SPA). This is the backbone of the entire transaction.

Key functions of the SPA include:

• Defining ownership transfer — how and when shares officially change hands.
• Setting out payment mechanics — whether the purchase price is delivered in full, in tranches, or contingent on performance.
• Outlining representations and warranties — seller guarantees about debts, liabilities, and the condition of assets.
• Including remedy clauses — what happens if hidden problems emerge after the sale.
• Specifying the process for asset and license handover to avoid future disputes.

Unlike an LOI, the SPA is binding and enforceable. Once signed, it locks the parties into their obligations under Vietnamese law.

Stage Three: Asset and License Documentation

When the target company owns property, equipment, intellectual property, or regulated licenses, additional paperwork is required. This stage often makes or breaks foreign acquisitions, as Vietnam enforces sector-specific approvals.

• Real estate and equipment. Titles and ownership certificates must be transferred with clear records in the land or property registry.
• Patents, trademarks, or know-how. Documentation confirming intellectual property rights must be updated at the national registry.
• Regulated industries. In fields such as finance, pharma, gambling, and education, licenses cannot be transferred automatically. Government consent or re-issuance is mandatory.

Ignoring these requirements is not just a bureaucratic hiccup—it can void the deal entirely and lead to administrative fines or even criminal liability.

Stage Four: The Final Act — Asset Transfer Agreement

The closing chapter of the acquisition is the Asset Transfer Act (sometimes referred to as the Deed of Transfer). This document confirms that the buyer has officially received what was promised.

It includes:

• A record of the physical handover of assets, from property deeds to company seals.
• Confirmation of the legal transfer of rights, including licenses and operational authorizations.
• Acknowledgment that the buyer assumes obligations, including debts and contractual responsibilities.

Both parties sign this document, which then becomes the legal proof that the deal is complete and final. Without it, ownership remains in limbo.

Why Documentation is More Than Paper

Foreign investors sometimes underestimate this part of the process, treating contracts as routine formality. In Vietnam, however, documentation is not just a paper trail—it’s the legal armor that secures your rights. From the NDA that protects secrets to the SPA that dictates ownership, every sheet of paper is a safeguard against uncertainty.

Handled with precision, the documentary framework ensures a smooth, dispute-free handover. Skipped or poorly drafted, it leaves space for future claims, frozen accounts, or regulatory backlash.

Which Industries Are Worth Buying a Business in Vietnam

Not every industry in Vietnam is equally rewarding — some are booming, while others can eat up your time and money without giving much back. That’s why choosing the right sector is more than just ticking boxes: it’s about matching your goals with the realities of the Vietnamese market.

Manufacturing and export — the old giants that still deliver.

Vietnam’s factories are busy day and night, producing textiles, electronics, food products, and consumer goods that travel all over the world. Buying into this space gives you more than just a business — it plugs you directly into global supply chains. And with the country’s ports and logistics network, scaling exports to Asia or even Europe becomes surprisingly smooth.

IT and digital services — the new frontier.

Vietnam is serious about becoming a digital economy, and the government is throwing real support behind startups and tech innovators. For investors, this means you can skip the painful “starting from zero” phase by acquiring a company that already has projects, a team, and a reputation. From software development to outsourcing services, this is one of the fastest-growing doors into the future.

Logistics and transport — riding the trade wave.

With Vietnam’s trade numbers climbing year after year, someone has to move all those goods. Warehousing, freight forwarding, distribution hubs — these aren’t just nice-to-have, they’re in demand and expanding fast. Investors from Singapore, China, and Europe are already in the game. If you’re looking for stability mixed with growth, this is where you’ll find it.

Tourism and hospitality — the timeless bet.

Hanoi, Ho Chi Minh City, Ha Long Bay, Da Nang… the names alone sell the dream. Vietnam’s tourism isn’t slowing down, and that makes hotels, resorts, and travel services highly attractive. The beauty of this sector? Cash flow can start almost immediately if the business is well-located and marketed right.

Agribusiness — old soil, new profits.

Vietnam’s fertile land and tropical climate are perfect for agriculture, and the government knows it. They actively support projects in farming, food processing, and aquaculture. Whether it’s exporting organic produce or seafood, the demand is there, and the margins can be surprisingly high compared to other markets in the region.

Our team works hands-on in all of these industries. We don’t just hand you a company and wish you luck — we analyze, negotiate, and structure deals so you can walk into Vietnam’s market confident and well-prepared. The sector you choose is just the first step — making it work for you is where our expertise comes in.

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Taxes and Compliance in Vietnam

No business deal is complete without talking numbers — and in Vietnam, that means taxes and reporting rules. The corporate income tax is set at 20%, while the standard VAT rate sits at 10%. If the company you’re buying holds assets subject to VAT, you’ll want to factor that into the purchase price and see if a refund or credit can be claimed later. Skipping this step can eat into your margins before you even get started.

Accounting is done under Vietnamese Accounting Standards (VAS), which line up fairly well with international principles. This makes it easier for foreign investors to review financial statements and compare them against familiar benchmarks. Still, don’t assume the numbers will speak for themselves — context matters.

Where things often get interesting is during the audit and financial review. Here’s where you uncover the details that aren’t immediately obvious:

• Hidden liabilities that don’t show up at first glance.
• Assets that may be over- or undervalued.
• Creative accounting that smooths over income and expenses.

A thorough audit isn’t just paperwork — it’s your safety net. Done properly, it gives you a clear, honest picture of what you’re actually buying and protects you from walking into financial surprises later.

Starting from Scratch: An Alternative to Buying

While acquiring a ready-made company in Vietnam has its perks, sometimes it makes more sense to build your business from the ground up. For entrepreneurs who want complete control over structure, capital, partners, and internal processes, registering a brand-new entity can be the better path.

When It Makes Sense to Register a New Company

Launching from scratch is particularly appealing if you:

• Are developing a startup with innovative models that won’t fit neatly into an existing shell.
• Need unique licenses or permits that aren’t transferable.
• Value total independence in governance without inherited partners or legacy structures.

A newly formed business allows you to shape the company exactly to your strategy — flexible, tailored, and future-focused.

Time and Cost: New Registration vs. Buying a Ready-Made

The catch? Incorporation takes time and patience. Setting up a company in Vietnam usually spans several weeks to a few months. Beyond drafting articles of incorporation, you’ll need to:

• Secure all the necessary government approvals and licenses.
• Go through the process of opening a corporate bank account, which is known for its paperwork and compliance checks.

Add these together, and the true cost — both financial and in time — can be significant.

By contrast, buying an existing company often shortcuts these hurdles. A ready-made entity comes with a registered charter, possibly a bank account, and in some cases, valid licenses, letting you step into operations far more quickly.

What Drives the Price of a Ready-Made Business?

The market value of a ready-made company in Vietnam depends on several factors:

• Specialization — firms in regulated or high-demand industries cost more.
• Regulatory compliance — companies with all approvals and permits in place command a premium.
• Age and reputation — a clean track record of 2–3 years adds credibility and price.
• Financial stability — no debts, no lawsuits, and a solid credit history raise the valuation.
• Tangible and intangible assets — real estate, warehouses, contracts, skilled staff, and IP all increase the worth.

Conclusion — A Profitable Start for Business in Vietnam

Entering a new market always involves risks and time investments, particularly when it comes to rapidly developing economies such as Vietnam. At the same time, there is a way to significantly simplify the process — the purchase of a ready-made company in Vietnam.

The country demonstrates consistent economic growth, favorable policies toward foreign investors, and strong potential across industries like manufacturing, export, IT, logistics, and tourism. Tax benefits, government support programs, and the availability of skilled professionals make Vietnam an attractive destination for long-term projects.

A crucial factor for success is qualified legal guidance throughout the transaction. You can reach out to our experts for tailored advice or request a full audit of a target company to check for debts and hidden obligations. With the help of our specialists, the entire process of acquiring a business in Vietnam will be handled correctly and in full compliance with local regulations.