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Apolat Legal advises startup on corporate restructuring for multi-business expansion

Apolat Legal advised a successful startup that had raised capital from both domestic and international investment funds in connection with a corporate restructuring valued at approximately USD 3 million. Following its fundraising rounds, the founder sought to separate the company’s business segments into independent subsidiaries in order to support business expansion and facilitate future fundraising for each segment on a standalone basis. Apolat Legal advised on the available separation options, including the legal advantages, disadvantages, and implementation method of each structure. A notable feature of the matter was the complexity of the client’s business model. The startup’s core business was electric motorbike manufacturing, supported by interconnected business lines such as battery charging stations, battery rental and swapping, and motorbike rental services. The separation of these segments required careful consideration because of their operational interdependence and the ...
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Apolat Legal advises selling shareholders on transfer of equity interests in Ho Chi Minh City real estate project

Apolat Legal advises the selling shareholders of a Vietnamese real estate company in connection with the transfer of their entire equity interests in a project company developing a housing and commercial complex project in Ho Chi Minh City, with a transaction value of approximately USD 25 million. The client is a group of individual shareholders of a Vietnamese company developing a real estate project. The transaction concerns the transfer of the sellers’ interests in a project company owning a mixed-use development project in District 12, Ho Chi Minh City. The project covers a land area of 21,109.5 square metres and has been included in the official 2023 land-use plan. Key project milestones include the execution of land transfer commitments with households and individuals, receipt of original land use right certificates, and pending approval from the Ho Chi Minh City People’s Committee for the acquisition of agricultural land for residential development purposes. A notable feature ...
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Apolat Legal advises leading poultry enterprise on nationwide expansion through strategic acquisitions

Apolat Legal advises a leading poultry farming enterprise in Vietnam on its nationwide expansion strategy through the acquisition of a system of poultry farms and egg production facilities across multiple provinces, with an overall transaction value of approximately USD 30 million. Apolat Legal acts for the client across the transaction process, including legal due diligence, negotiation of transfer arrangements, contract structuring, and support in working with the financing bank. A notable feature of this project is the need to implement multiple acquisitions simultaneously in order to meet the client’s rapid expansion objectives. Each transaction involves distinct legal and commercial issues, including projects subject to enforcement measures and asset auction procedures. Apolat Legal’s legal team has therefore managed multiple workstreams in parallel, covering due diligence, negotiation, handover, bank disbursement, and post-acquisition operational support. The initial transacti...
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Apolat Legal Advises Japanese Shareholder on Exit from Vietnamese Subsidiary

Apolat Legal advised a Japanese shareholder holding 100% of the capital of its Vietnamese subsidiary in connection with the transfer of its entire equity interest in the subsidiary to a Vietnamese investor. The transaction value was USD 2.5 million. In addition to structuring the capital transfer, Apolat Legal supported the client in securing recovery of the USD 2.5 million that the Vietnamese subsidiary had borrowed from the Japanese shareholder during its prior operation period. The recovery plan was designed through a combination of transfer pricing arrangements, liquidation of inventory, and disposal of goods prior to the handover of the Vietnamese subsidiary to the new investor. A notable feature of the deal was that the Vietnamese subsidiary held land use rights over an area of 16,000 square metres in an industrial park in Binh Duong. Accordingly, in addition to advising on the transaction structure, Apolat Legal also supported the client in obtaining the necessary approval fro...
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Critical changes regarding investment supervision and evaluation reporting obligations under new regulations effective from march 31, 2026

The legal framework for investment in Vietnam is undergoing significant transitions with the implementation of the Law on Investment 2025 and its latest guiding documents. Notably, the reporting and supervision regime for investment projects has been tightened and fully digitalized. To assist Investors using other capital sources (non-state budget capital) in proactively managing administrative risks and maintaining compliance, this article provides a detailed summary of mandatory reports, submission deadlines, and critical legal notes.   1. Investment Reporting Regime in Vietnam   Pursuant to Point c, Clause 1, Article 47 of the Law on Investment No. 143/2025/QH15 (“ Law on Investment 2025 ”), Investors and Economic Organizations Implementing Projects are subject to the mandatory investment reporting regime. Accordingly, Point a, Clause 2, Article 47 of the Law on Investment 2025 dictates that periodic reports by Investors and Economic Organizations Implementing Projects must be sub...
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Apolat Legal Advises on Foreign Loan Conversion and Corporate Restructuring in Vietnam

Apolat Legal advised a Vietnamese company operating in the real estate services sector in connection with a proposed conversion of a foreign loan into capital contribution, as part of a broader corporate restructuring plan. The transaction was designed to bring foreign investors into the company’s shareholder structure through the conversion of the loan into equity, thereby restructuring the company’s ownership framework. A key feature of the matter was the need to develop multiple restructuring scenarios in order to achieve the client’s commercial objective. Apolat Legal advised the client on several options for implementing the loan conversion and business restructuring, with particular focus on identifying the most time- and cost-efficient structure under Vietnamese law. Through this engagement, Apolat Legal supported the client in assessing the legal feasibility of each proposed structure and in selecting an implementation approach aligned with both regulatory requirements and b...
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Apolat Legal Advises Shareholders of Foreign-Invested Company in Vietnam on Cross-Border Share Contribution Structure

Apolat Legal advised and assisted the shareholders of a foreign-invested company in Vietnam in connection with a transaction involving the use of their shares in such company to establish new companies in France. The client is a French-Vietnamese company operating in website design and development, open-source development, and digital strategy. Under the transaction structure, two shareholders of the Vietnamese company used their shares in that company as capital contribution to establish two companies in France, resulting in a change in the shareholder structure of the Vietnamese company. Based on the valuation of the shares in the Vietnamese company, the charter capital of the two newly established companies in France was recognized at up to EUR 750,000. A notable feature of the deal was that, while this type of transaction is not uncommon for Vietnamese companies in general and is often used in practice in structures involving cross-ownership, there have been very few similar tran...
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