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Tax issues in M&A

Tax issues in M&A

During the M&A process, taxes are one of the important factors to consider in order to avoid legal risks and additional costs.

  • Sales and Purchase Agreement (SPA): It is necessary to clearly define the tax obligations of the parties involved in the transaction, including corporate income tax, value-added tax, and tax on the transfer of shares or assets.

  • Tax optimization: Businesses typically conduct tax due diligence to identify current tax obligations, potential incentives, or risks, thereby planning for optimal tax management within their transaction structure.

  • Comply with tax laws: Ensure all tax obligations are fully fulfilled in accordance with current Vietnamese regulations, avoiding violations and potential complaints from tax authorities.

  • Costs and tax payment plan: Clearly define who is responsible for paying taxes related to the M&A, the timing, and the method of payment to avoid disputes after the transaction.

Corporate income tax

For transactions involving the purchase and sale of shares/equity stakes:
  • The Vietnamese M&A market is booming, with transaction values growing steadily year after year. .
  • Attractive sectors: Real estate, Consumer goods, etc.
  • The main sources of M&A capital are from countries/regions such as Japan, South Korea, Singapore, Thailand, etc.
For asset purchase transactions:
  • The Vietnamese M&A market is booming, with transaction values growing steadily year after year. .
  • Attractive sectors: Real estate, Consumer goods, etc.
  • The main sources of M&A capital are from countries/regions such as Japan, South Korea, Singapore, Thailand, etc.
For merger and acquisition transactions:
  • The Vietnamese M&A market is booming, with transaction values growing steadily year after year. .
  • Attractive sectors: Real estate, Consumer goods, etc.
  • The main sources of M&A capital are from countries/regions such as Japan, South Korea, Singapore, Thailand, etc.

Personal income tax

This applies to both individuals transferring shares/capital contributions.

Applicable tax rates:

  • Analyze financial statements (for the last 3 years)
  • Evaluate financial indicators and compare them with the industry average.
  • Identify financial, debt, and cash flow problems.

Deduction and declaration obligations

  • Evaluate product/service portfolio and market share.
  • Value chain and operational process analysis
  • Evaluating the performance of business units and departments.

Value Added Tax

Applicable in M&A transactions:
  • The Vietnamese M&A market is booming, with transaction values growing steadily year after year. .
  • Attractive sectors: Real estate, Consumer goods, etc.
  • The main sources of M&A capital are from countries/regions such as Japan, South Korea, Singapore, Thailand, etc.
Notes on VAT in M&A transactions
  • Increase in high-value deals.
  • Increased participation of private equity funds.
  • Shifting from financial investments to long-term strategic investments.
  • Enhancing M&A activity in small and medium-sized enterprises (SMEs)
  • The prevalence of startup acquisitions.
  • Digital transformation is driving M&A deals in the technology sector.

Pay the fee upfront.

Applies to properties requiring registration of ownership:
  • The Vietnamese M&A market is booming, with transaction values growing steadily year after year. .
  • Attractive sectors: Real estate, Consumer goods, etc.
  • The main sources of M&A capital are from countries/regions such as Japan, South Korea, Singapore, Thailand, etc.
Notes on registration fees in M&A
  • Increase in high-value deals.
  • Increased participation of private equity funds.
  • Shifting from financial investments to long-term strategic investments.
  • Enhancing M&A activity in small and medium-sized enterprises (SMEs)

Tax optimization plan

The main factors affecting dissolution costs are:

Tax optimization strategies in M&A:

  • Rapid expansion in scale and market
  • Accessing new technologies, products, or markets.
  • Creating economies of scale.
  • Eliminate competitors.
  • Diversify the product and service portfolio.
  • Optimizing resources and operating costs.

Contract template

MAN provides M&A contract templates that meet international standards.
Download contract template

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