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Business consulting in Vietnam.

Whether you’re a more established enterprise or a multinational company, leveraging expert advice will help you to achieve business goals efficiently. Our years of experience will help you overcome business challenges and boost business growth.

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Develop, improve, & grow with strategic advice.

We understand that no two companies are alike. By providing you with bespoke strategic advice, we maximise your company’s value by driving positive change in the following areas:
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Improved performance

Through consultation, we pinpoint critical areas of your business and provide tailored solutions to address any challenges.

Better control

Stay on top of your business’s progress by letting us develop metrics that you can track and measure conveniently.

Reduced risk

We mitigate financial risks early on so that you save time and money on budgeting.

Insightful advice for growing businesses.

Here are some areas where our existing clients value our expert advice:

Transaction support

We assist parties planning to transact in Vietnam to understand and explore the goals, know the potential strategies and options, and to look at the alternative deal structures to maximise value and flexibility within Vietnam. Our many years of experience working in successful transactions gives us a unique perspective to assist and understand what works and don’t with Vietnamese transactions.

Financial due diligence

Exploring and analysing the financial position of a company, the value drivers and dependencies, the internal systems and processes, and resulting reliance and limitations provide a critical tool to evaluate any transaction — and more particularly in Vietnam. The Financial Due Diligence exercise is vital when investing in or acquiring a venture in Vietnam. By leveraging Acclime’s local knowledge, we can determine the risks and opportunities inherent in the investee vehicle.

Vendor due diligence and support

Where a company seeks to be ready for investment, it is commonly best practice to undertake a Vendor Due Diligence to understand the limitations and risks within the business. Corrective action can also be taken before a buyer investigates or undertakes their due diligence. The process will avoid value erosion from easily correctible items. And for more complicated issues, it will provide the buyer with a potential road map to ensure compliance for the long-term. Vendor Due Diligence lets you maximise the enterprise value and assist the seller in realising that value.

Data room creation and management

The data room is potentially the foundation to a successful transaction. Ensuring that the required financial and transaction data is available, stored/sorted appropriately and efficiently, and accessible only by authorised users will help make an investment transaction run more smoothly and more successfully. An ideal practice is to let an independent party prepare and maintain data — resulting in less conditions in the Sale and Purchase Agreement to resolve before completion.

Post-transaction review and integration assistance

Once a transaction has been completed, the real work of maximising the opportunities and realising synergies commences. Having an external party help with the planning and execution of the post-transaction matters, review the effectiveness and roadblocks, and make impartial recommendations without a vested interest will give the investors the best opportunity to achieve the financial returns they seek from the completed transaction.

Corporate valuations

Valuations of an existing enterprise, business unit, or operation can be complicated and subjective. At Acclime, we have the experience and data sets to provide realistic scenarios and modelling for preparing valuations of businesses in Vietnam. Whether a short-form summary assessment or a detailed and integrated long-form valuation exercise, we can help investors and sellers best understand the potential values of the businesses presented to them.

Pre-incorporation advisory

Our incorporation services include consultancy services prior to the actual set-up process as investors new to Vietnam should be aware of the playing field as well as any restrictions to the nature of the business that they intend to carry out in Vietnam. We provide strategic advice and solutions to new investors to ensure a successful market entry into Vietnam, including identifying suitable locations for the new entity.
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Common questions.

What is included in financial due diligence?

In order to evaluate a transaction as well as a target company, Financial Due Diligence (FDD) is a critical tool to explore and analyse the financial position of that company, the value drivers and dependencies, the internal systems and processes, and the risks and limitations existing and arising.

Although the Tax Due Diligence (TDD) can be separated from FDD, tax risks can significantly impact the market value of the target company. Therefore, we usually combine the TDD in the FDD to analyse the compliance of the target company. Particularly, in Vietnam, analysts conduct an FDD exercise by obtaining and reviewing extensive information (documents and data) of the target’s key areas including operations background, finance, accounting, tax and employment etc. to identify key findings, issues and risks of such company or transaction that an investor/buyer is considering to invest. Below are some specific items that an FDD may include:

  • Business background and operations (corporate and ownership structure, organisational structure, key operations, products/services, customers and suppliers etc.)
  • Financial Analysis (detailed analysis and comments on trading results (revenue and expenses), assets and liabilities, owner’s equity, related party transactions, working capital, cash flow etc.)
  • Accounting compliance (accounting team, system and key process, procedures and policies etc.)
  • Tax compliance (VAT, CIT, Foreign Contractor Withholding Tax)
  • Labour & Human resources compliance (focus on PIT and compulsory insurances)
What are the key differences between an audit and financial due diligence?

Commissioning party: An audit is undertaken by the target company while the commissioning party of Financial Due Diligence (FDD) can be the buyer or the seller.

Objective and scope: The goal of an audit is to verify that the target company is following all of the compliance rules and presenting accurate financial records and other information. The goal of FDD is to provide potential investors a detailed view and commentary of a target company’s performance and observe all associated risks. A due diligence may expand to review and analyse business plan, future aspects, corporate and management structure and legal issues, whilst audit does not.

Assurance: While an audit is an assurance service, FDD is a service based on business transaction and is non-assurance because it is focusing on risks.

Data: FDD may use available audit reports’ data and outcomes to conduct a detailed review, analysis, assessment and comments. The audit does not use FDD.

Content: Audited records typically only show general queries a potential investor might have. They do not provide any insightful and objective aspects. Audit reports provide data about market trends over the years but do not show in detail the factors behind these trends. FDD reports try to give the most in-depth and structural analysis of all the factors that influence market trends. Through a FDD, a prospective investor can obtain insightful information about the business operation, commercial, finance, accounting, tax insights.

Repetitiveness: An audit is a recurring event while a FDD is an occasional event.

How long does due diligence take?

In Vietnam, it often takes from 6 to 8 weeks or longer to complete a due diligence exercise depending on the availability of information required for review. 6-8 week is the ideal time to complete a full review and assessment, however further discussions, clarifications and adjustments against the due diligence’s (draft) findings may lengthen the process.

Is related party transaction (RPT) legal in Vietnam?

Under the law of Vietnam, related-party transactions (RPTs) are transactions arising between parties having related-party relationships during their production and business process. Particularly, parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties can be enterprises or individuals, including close members of the family of any such individual.

RPTs of foreign invested companies, especially multinational companies, are common transactions which occur between companies which are part of the same group/parent company due to common or complementary activities to provide goods and services together. However, if the purpose of RPT is to decrease profits in order to avoid tax obligations, it may be considered as a transfer pricing activity which is strictly regulated by the Vietnamese tax authority. Consequently, in order to prevent transfer pricing, taxpayers in Vietnam are requested to comply with Transfer Pricing documentation, unless they fall into an exemption category.

How long do corporate valuations take?

A corporate valuation is a process that estimates the value of a corporate entity, and is generally conducted by a seller/seller’s consultant for its initial valuation or an investor/investor’s analyst. There are several methods to determine the value of a business, with the most common and practical components including: earnings multiples, discounted cash flow, debt and assets components etc. In practice, an initial corporate valuation report may take around 4 weeks on average once all required information is made available. Furthermore, the corporate valuation can be adjusted depending on the result of the Due Diligence performance and deal negotiation.

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on starting & managing your company
in Vietnam.

Rizwan Khan Managing Partner