Professional license: CPA Vietnam Auditors
Experience: Over 30 years of experience in Accounting, Auditing, and Financial Consulting.
Mergers and acquisitions (M&A) transactions often involve complex issues related to tax obligations, tax exposure, and compliance requirements. M&A tax consulting This should be implemented right from the transaction preparation stage, instead of waiting until the parties finalize the agreement, helping investors proactively identify risks and protect the value of the target company.
What is tax consulting for M&A transactions?
Tax advisory services in mergers and acquisitions (M&A) are expert services designed to assist investors in structuring appropriate transactions, assessing the target company's outstanding tax obligations, and ensuring compliance with income tax and indirect tax regulations. This service targets business owners, investors, and accounting teams, with the goal of comprehensively controlling financial risks arising throughout the transaction.
Why is tax advice needed before an M&A transaction?
Engaging in a business acquisition requires thorough preparation, both financially and legally. A lack of early involvement from experts can lead to a financial burden from outstanding obligations.
Identifying and assessing the tax risks of the target business.
In-depth review activities help to accurately identify tax exposures, outstanding tax obligations, and gaps in the filing history. If these risks are not addressed promptly, they will directly impact the company's financial situation and tax compliance after the transaction.
Assessing the impact of tax obligations on transaction value.
The link between tax issues and business value is very strong. Tax arrears, late payment penalties, or expiring tax incentives will alter projected cash flows, thereby significantly impacting investment decisions and final valuations.
Assisting in tax negotiation and risk allocation.
The results of the tax review provide a database for the parties to use in negotiations, deciding on adjustments to the purchase price or establishing transparent compensation terms. Clearly defining financial responsibilities helps limit disputes after the contract is signed.
Tax advice should be provided before the transaction is completed to help investors identify and manage potential tax risks. The results of the advice can serve as a basis for the buyer to assess or adjust the purchase price, review risk allocation terms, and decide whether to proceed with the transaction.
Tax assessment in M&A transactions
Tax Due Diligence is the process of reviewing the tax situation and compliance level of a target company before an investor commits to a transaction.
Tax Due Diligence
This process involves a comprehensive review of tax returns, the status of fulfilling state budget obligations, legal compliance history, and transactions that could potentially generate significant tax exposure.
Tax risk groups that need to be assessed.
During the due diligence process, the team of experts focused on assessing core risk groups that could directly impact cash flow and legal compliance. Key areas of focus included:
- Outstanding tax obligations: Debts that are overdue or not yet settled with the state budget.
- Risk of tax collection or enforcement: The risk of being penalized or having taxes collected by the tax authorities due to past errors.
- Records and compliance status: The accuracy and consistency of the tax filing system.
- Structural risks: Problems arising from the target company's previous organizational model or operating methods.
Assessment results and impact on the transaction.
Tax Due Diligence's output begins with reviewing documentation, identifying risks, assessing the financial impact, and proposing specific solutions, thereby supporting investors in making negotiation decisions and preventing losses. Businesses can find more detailed information on the scope on our dedicated webpage. M&A consulting services of NATO.
Consulting on transaction structure from a tax perspective.
The structure of an M&A transaction can significantly impact the tax obligations, costs, and cash flows of the parties involved, requiring careful consideration based on the legal nature of each option.
Transfer of capital or shares
When acquiring equity or shares, the target legal entity continues to exist with its rights, obligations, and compliance history. Therefore, the buyer needs to carefully review the tax obligations and risks existing at the target company.
Buying assets
Asset purchase transactions allow the buyer to choose the asset being transferred, but still require review of tax obligations and legal obligations related to the asset, the transaction, and the transfer process.
Mergers or consolidations of businesses
Mergers or consolidations require separate consideration of the transfer of rights and obligations, the handling of outstanding tax liabilities, and the possibility of continued application of relevant tax policies under applicable law.
M&A transactions involving foreign elements
Depending on the structure and cash flow of the transaction, deals involving foreign elements may require consideration of regulations on foreign exchange management, contractor tax, transfer pricing, and double taxation avoidance agreements.
Tax obligations that may arise from an M&A transaction depend on the structure, parties involved, and nature of the transaction. The appropriate transaction structure should be evaluated along with the tax impact, compliance obligations, and associated costs of each option.
Tax obligations to consider in M&A transactions
Each tax issue arising from a transaction has its own unique characteristics, requiring a team of experts to analyze the case based on actual records.
Corporate income tax
In M&A transactions, it is necessary to consider corporate income tax issues related to income generated from the transaction, assets, capital, and applicable tax policies at the target company. The handling of losses or tax incentives should be assessed according to specific legal conditions.
Personal income tax
When an individual generates income from the transfer of capital contributions or shares, the tax liability is determined according to the type of transaction and the tax regulations applicable at the time of the transaction.
Value Added Tax
Careful consideration is given to the nature of each specific type of asset, goods, service, or transfer structure to ensure the correct application of regulations regarding taxable or non-taxable items.
Depending on the specific industry and restructuring plan, additional obligations will be reviewed to ensure full compliance with legal regulations. Readers can find more in-depth information at [link/website]. Global Vietnam Lawyers or HTC Law To gain a more comprehensive legal perspective.
Tax advice at each stage of the M&A transaction.
The tax advisory service's support spans key stages of the transaction, ensuring legal security for the business.
Before signing
This phase focuses on defining the scope of Tax Due Diligence, conducting a comprehensive review of Tax Exposures, analyzing transaction structuring options, and providing recommendations for resolving issues before formal negotiations begin.
Sign and finalize the transaction.
We assist in reviewing tax terms in sales contracts, clearly defining the financial responsibilities of each party, and resolving all outstanding obligations before the closing date.
After completing the M&A
Closely monitoring outstanding tax obligations, supporting businesses in maintaining consistent compliance after the transition, and reassessing the impact of restructuring on accounting systems. Additionally, in certain restructuring or business model change scenarios, businesses may also consider support solutions from these services. business restructuring to optimize operations.
Tax advisory process for M&A transactions at MAN
At MAN – Master Accountant Network, the tax consulting process is systematically designed step-by-step to protect the interests of investors.
Receiving information and determining the scope of the transaction.
Receive preliminary documents from the client, analyze the proposed structure, clearly identify the subject and object of the transaction, and determine the specific requirements to define the scope of work to be implemented.
Reviewing records and conducting tax audits.
Conduct a detailed review of accounting records, tax returns, and related documents to accurately identify outstanding tax issues and the level of tax exposure risk.
Risk analysis and proposed solutions
Transform the review data into a list of priority issues to be addressed, along with specific solutions to minimize financial losses for investors.
Support in structuring and negotiating transactions.
Our team of experts assists businesses in optimizing transaction structuring options and establishing reasonable risk allocation terms at the negotiating table.
Post-transaction tax assistance
Providing compliance support solutions and handling tax administrative procedures arising after the transaction is completed, ensuring seamless business operations.
Case study illustrating the M&A tax advisory process.
Hypothetical example: Company A plans to acquire equity from Company B. During the Tax Due Diligence period, the buyer discovers a discrepancy in tax declarations from previous years that were not fully completed. By quantifying this Tax Exposure risk, the consulting firm can assist the buyer in adjusting the transaction value and including a compensation clause in the contract before the closing date, helping Company A prevent a large tax liability after the acquisition.
Legal basis for M&A tax consulting
Implementing consulting solutions requires continuous and accurate updating of current legal regulations from state management agencies.
Law on Corporate Income Tax No. 67/2025/QH15
Issued by the National Assembly on June 14, 2025, and officially effective from October 1, 2025, it provides the legal basis for determining corporate income tax obligations in capital and asset transfer transactions.
Law on Value Added Tax No. 48/2024/QH15 and Law No. 149/2025/QH15
The Value Added Tax Law No. 48/2024/QH15, promulgated on November 26, 2024, effective from July 1, 2025; combined with the amending and supplementing Law No. 149/2025/QH15, promulgated on December 11, 2025, effective from January 1, 2026, clearly stipulates how indirect taxes are handled according to the nature of the transaction.
Law on Personal Income Tax No. 109/2025/QH15
Issued on December 10, 2025, and effective from July 1, 2026, this regulation directly governs income arising from the transfer of capital and shares by individuals in transactions.
Law on Tax Administration No. 108/2025/QH15 and guiding documents
Issued on December 10, 2025, and officially effective from July 1, 2026, this regulation sets out the legal framework regarding management procedures, declaration deadlines, and responsibilities for fulfilling administrative tax obligations.
Law No. 09/2026/QH16
The Law amending and supplementing a number of articles of the Law on Personal Income Tax, the Law on Value Added Tax, the Law on Corporate Income Tax and the Law on Special Consumption Tax; promulgated by the National Assembly and effective from April 24, 2026, updates the regulations to ensure consistency across the tax system.
Legal Note: When implementing transactions in practice, all applicable conditions, tax rates, and declaration deadlines must be directly compared with the implementing guidelines in effect at the time of the transaction (including guidelines such as Decree 254/2026/ND-CP and Circular 91/2026/TT-BTC effective from July 1, 2026).
Why should businesses choose MAN for M&A tax consulting?
The team of experts at MAN – Master Accountant Network possesses a professional background in accounting, auditing, and tax law, and is always ready to support businesses in their transaction structures.
Expertise and scope of consulting
MAN provides consulting solutions that closely reflect the financial practices of businesses, ensuring transparency and strict compliance with all applicable legal regulations.
The consultation process is linked to each stage of the transaction.
Each step in the process at MAN is optimized to seamlessly connect from the initial due diligence phase to the completion of post-transaction legal procedures.
- Legal sources for reference: Government e-portal, Corporate Income Tax Law No. 67/2025/QH15, Value Added Tax Law No. 48/2024/QH15, Tax Administration Law No. 108/2025/QH15, Decree 254/2026/ND-CP, Circular 91/2026/TT-BTC and other relevant legal documents.
Frequently Asked Questions about Tax Advice for M&A Transactions
What does tax advisory services for M&A transactions include?
Services include document review, tax due diligence assessment, tax exposure risk analysis, advice on designing suitable transaction structures, and support in negotiating financial terms between parties.
When should you file a Tax Due Diligence?
Businesses should conduct tax audits even before signing formal contracts to promptly identify outstanding obligations and protect their negotiating interests.
What types of taxes need to be considered in M&A transactions?
Depending on the nature of the transaction, core taxes to consider include corporate income tax, personal income tax, value-added tax, and other specific financial obligations based on the transaction structure.
