TIN & PARTNERS · BUSINESS RESTRUCTURING & DISSOLUTION
A new structure must work for both the business and the interests behind it.
Restructuring involves more than changing a corporate chart. Combining companies, separating business activities or reallocating assets may affect ownership, control and economic interests, while contracts, employees, financing and licences remain connected to the existing arrangements. Even within the same group, shareholders may have different priorities. Where the intended outcome is closure, the questions shift to what must be settled, transferred or brought to an end. The challenge is to establish a workable legal structure while managing the interests, obligations and risks involved in getting there.
At Tin & Partners, we advise businesses, corporate groups, shareholders and investors on the legal planning and implementation of restructuring and dissolution in Vietnam. We help assess the existing position, consider alternative structures and determine how the chosen approach can be implemented. Our involvement may begin before a final plan has been formed and continue through internal decisions, contractual arrangements, regulatory requirements and implementation. Dissolution may form part of a wider reorganisation or be a separate decision to close a company.
REORGANISATION & EXIT
A different structure or an orderly exit.
Restructuring & reorganisation
When the business needs a different structure.
- Internal mergers and consolidations Review the entities involved, approvals and proposed implementation sequence.
- Company divisions and business separations Identify the business, assets and obligations to be separated.
- Ownership, capital and governance changes Align the proposed changes with corporate records and decision-making arrangements.
- Reallocating assets, functions or business units Map the proposed transfers and responsibilities between business units.
- Simplifying group structures Review overlapping entities and the proposed structure after reorganisation.
Dissolution & business closure
When an entity or operation is intended to end.
- Dissolving a company or redundant entity Review the entity’s position, outstanding obligations and closure documents.
- Exiting Vietnam operations Coordinate the proposed exit with corporate, project and operational matters.
- Closing branches or business locations Review closure records and remaining matters at the affected locations.
- Terminating an investment project Identify project obligations and documents relevant to termination.
- Winding down remaining business commitments Review unresolved contracts, employment matters and other remaining commitments.
OUR APPROACH
Plan the transition, not only the end result.
We begin with the existing structure, the intended outcome and the position of the client we advise. Our review considers three connected areas: shareholder and internal interests, business continuity, and external relationships. We identify what should stay, move, change or end, whose approval or consent may be needed, and how each action affects the next. This informs a legal implementation plan that addresses rights, dependencies, sequencing and risk. Where operations will continue, we consider how compliance and essential business arrangements can be maintained during the transition. Where closure is intended, we assess the available legal route and outstanding obligations. Throughout the process, we support management’s decisions and work with banks, counterparties and specialist advisers where relevant.
Our Work May Include
- Structural Review & Legal Advice: Review the existing corporate, ownership and investment arrangements, assess relevant rights, obligations and constraints, and advise on options for reorganisation or closure.
- Restructuring & Transition Planning: Develop legal arrangements for mergers, consolidations, divisions, separations or internal reallocations, identifying what must change, required approvals and the appropriate implementation sequence.
- Shareholder Interests & Corporate Approvals: Advise on ownership, control, economic interests and governance, support internal discussions and prepare shareholder arrangements, resolutions and other corporate documents.
- Assets, Contracts & Financing Arrangements: Assess the legal treatment of assets, liabilities and financing, prepare transfer or contractual arrangements, and address consents from lenders, customers, suppliers or other third parties where needed.
- Employment & Business Continuity: Advise on workforce arrangements, changes in employer or responsibilities, and employment obligations, taking account of the operations and relationships that need to continue during the transition.
- Regulatory & Compliance Implementation: Handle agreed corporate, investment and licensing procedures, review continuing compliance requirements and address related registrations, records and further actions under the new structure.
- Dissolution & Closure Support: Assess closure readiness, support the resolution of contractual, employee and creditor matters, and handle agreed dissolution and closure procedures, coordinating tax and accounting work with the relevant advisers.
Support for the entire restructuring or a defined part of it.
We can lead the legal work across a restructuring or dissolution, or support a defined part alongside your management team and other advisers. Even within a limited scope, we consider how our work connects with the wider plan.