16.06.2021, 12:31

How to Acquire a Company in Vietnam as Foreigner

How to Acquire a Company in Vietnam as Foreigner

A walk through some of the steps that most of foreign investors took to purchase a company in Vietnam.

As a foreigner, if you ever dreamed of starting a business in Vietnam, then you probably thought you had to start from scratch. But, did you know that that’s not always the case? You can also look into purchasing an existing company in Vietnam, which has its own list of pros and cons.

Over the past years, GBS has supported many investors acquiring local businesses. They purchased everything from other company and merged them together.

With the support from GBS’s advisory team, within this post, we will walk you through some of the steps that a client took to make this happen. Please note that, sometimes we totally failed doing the same thing. We learned so much that we put it all together for you. Follow these  tips and you’ll achieve just that.

Do Your Research and Due Diligence

If you’re purchasing an existing business, then you should do plenty of research prior to making an offer. GBS suggests you “conduct a thorough, objective investigation” by using the following list:

  • Letter of Intent
  • Confidentiality Agreement
  • Contracts and Leases
  • Financial Statements
  • Tax Returns
  • Important Documents
  • Professional Help

Also remember that you’ll have to do your due diligence by making sure that all licenses and permits are in order, as well as zoning requirements and any environmental concerns.

Assemble a Dream Team

As an entrepreneur, you should assemble “an internal working team made up of representatives from finance, sales and marketing, and operations,” as well as outside advisors like lawyers, accountants, investment bankers, and valuation experts. For a smooth acquisition, make sure each member has clearly defined representatives, as well as “cohesive thinking and constant communication among team members.”

Respect Prior Products, Services and Customers

You must respect what that team built in terms of product and customer relationships, no matter if you are just acquiring the talent or keeping the business intact. Remember, “if you upset their customers or dismiss their product through a lack of respect, you are going to end up with a lot of very frustrated engineers on your hands.”

Secure Digital Rights

With so much going on, it’s incredibly easy to overlook locking up the digital rights of a company. This includes passwords, web domains, and social media and email accounts. “Some will try to compete with you as an established brand. A few will be negative and trash the brand. Some will just purchase and hold them, to extort a purchase price.”

Additionally, don’t forget to have the email accounts from customers, clients, vendors, etc. transferred to you so that can inform them of the acquisitions. If not, your email could end up as spam.

Reduce the Purchase Price

If you’re looking for ways to reduce the price of the business, then you may want to start by looking for indicators of a distressed sale. These indicators could include another explanation of the lower price could be performance factors, such as: declining sales, diminished profit margins, poor financial record keeping, or poor administrative or legal record keeping.

Finally, make sure that there aren’t any shoddy management practices.

Seek Alternatives to Cash

If you need to acquire a company ASAP but don’t have the cash at the moment, then look for funding elsewhere, you can use the following alternatives to finance your acquisition:

  • Use the seller’s assets. Make a list of all the assets you’re buying (along with any attached liabilities), and use it to approach banks, finance companies and factors (companies that buy accounts receivable).
  • Buy co-op. If you can’t afford the business yourself, try buying with someone else.
  • Use an Employee Stock Ownership Plan (ESOP). ESOPs offer you a way to get capital immediately by selling stock in the business to employees. If you sell only non-voting shares of stock, you still retain control. By offering to set up an ESOP plan, you may be able to get a business for as little as 10 percent of the purchase price.
  • Lease with an option to buy. Some sellers will let you lease a business with an option to buy. You make a down payment, become a minority stockholder and operate the business is if it were your own.
  • Assume liabilities or decline receivables. Reduce the sales price by either assuming the business’s liabilities or having the seller keep the receivables.

Something else that foreign buyer do after they purchase any company is asking the former owner what his bottom line was. The buyer do this after concluding everything so former owner has nothing to lose.

If buyer are honest with former owner about what you would have gone up to. This helps you to become a better negotiator in the future. We highly recommend it!

What other tips do you recommend when acquiring a company? Share with us at editor@vietnaminsider.vn, and we may feature it in the next articles.

Edited by VNI Staff


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