Client stories | Corvane Advisory

Accounting standardisation and IFRS reporting for a Japanese-owned components plant

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is a Japanese-owned electronic components manufacturer that has operated in Vietnam for more than ten years and employs around 1,800 people. Its books are kept under VAS, while the parent company requires an IFRS reporting package by the eighth working day of each month. The nine-person in-house finance team converted the figures manually across dozens of spreadsheets, so reports were often late and hard to reconcile from one period to the next.

Challenges

The monthly close took an average of 18 working days, most of it spent reconciling intercompany balances.
VAS–IFRS differences such as leases, inventory provisions and employee benefits were treated differently depending on who prepared them.
The local chart of accounts did not match the parent's reporting lines, requiring more than 400 lines to be mapped by hand every period.

Our approach

Weeks 1–3 — diagnosis: reviewed balances for the previous 24 months, interviewed finance and warehouse staff, and listed 37 material VAS–IFRS differences.
Weeks 4–7 — design: built a two-way account mapping, a standard conversion bridge with built-in cross-checks, and accounting policies written in Vietnamese, English and Japanese.
Weeks 8–11 — parallel run: the Corvane team and in-house accountants prepared two consecutive periods under both the old and new methods and explained every variance.
Weeks 12–14 — handover: a day-by-day closing calendar, a 52-step control checklist and four training sessions for the chief accountant and staff.

Results

After three periods, the monthly close fell from 18 to 7 working days. Manually mapped lines in the reporting package dropped from more than 400 to fewer than 30. Unreconciled intercompany differences at period end decreased by about 85%. The parent company's external auditor noted that the IFRS bridge could be used directly as an audit working paper for the year-end audit.

“IFRS conversion is not hard because of the formulas; it is hard because everyone has to do it the same way every month. We spent most of our time on the process and the documentation.” — Ms Nguyen Hoai An, Partner, Accounting & Outsourcing, Corvane Advisory

Lessons learned

For FDI companies, the quality of parent reporting depends on standardisation from the source documents onward, not only at the final step. The account mapping should be treated as a shared asset with a named owner who updates it whenever a new type of transaction arises. Having Japanese-speaking consultants on the team significantly shortened the communication loop with the group's regional finance function.

Outsourced accounting and payroll for a 60-outlet F&B chain

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is a domestic coffee and beverage chain that grew from 25 to 60 outlets in two years. Most staff work in shifts, turnover is high and many employees are part-time. The five-person finance team could not keep pace: revenue from point-of-sale terminals, e-wallets and food-delivery apps was recorded in separate places, and payroll was prepared by hand in spreadsheets.

Challenges

The monthly payroll took 6 days to finalise, and 40–50 payslips on average had to be corrected after payment.
Management received a chain-wide P&L only after 25 days and could not see which outlets were loss-making in time to act.
Social insurance and personal income tax treatment for seasonal workers was inconsistent.

Our approach

Weeks 1–2 — takeover: inventoried source documents, reviewed payables, receivables and cash balances at all 60 outlets, and reconciled them against six months of bank statements.
Weeks 3–5 — data standardisation: brought POS and payment-channel data into a single upload template, with each outlet set up as a cost centre.
Weeks 6–8 — payroll: standardised rules for shifts, allowances and overtime, and built an employee classification table to determine the appropriate insurance and withholding obligations.
Weeks 9–10 — go-live: a shared working calendar, a dedicated channel with area managers and a tracking dashboard on Corvane Portal.

Results

Payroll for around 1,100 employees is now finalised in 2 days, and post-payment corrections fell to fewer than 5 per month. Store-level P&L reports are available every Monday morning, and the monthly report is completed by the sixth working day. Using these figures, management closed 3 persistently loss-making outlets and adjusted opening hours at 11 others. Over three years of service, all recurring tax and insurance filings have been submitted on time.

“An F&B chain needs numbers by the week, not by the quarter. Our job is to make data from 60 outlets flow into one place, clean and on time.” — Ms Nguyen Hoai An, Partner, Accounting & Outsourcing, Corvane Advisory

Lessons learned

Outsourced accounting works only when responsibilities are clearly written down: outlets own source documents and timekeeping, while Corvane owns processing, review and reporting. Standardising payroll rules before automating them prevents old errors from being carried into a new system. A simple management report delivered reliably is more useful for decision-making than a comprehensive one that arrives late.

After the first year, the scope was extended to store-level budgeting and tracking of new-outlet costs, with each new outlet onboarded through a standard 15-step checklist.

Transfer pricing documentation for a logistics group

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client group comprises seven entities active in road haulage, warehousing, customs brokerage and international freight forwarding. Group companies provide services to each other every day: vehicle hire, warehouse leases, management fees and shared dispatch software. Intra-group transactions in the most recent year represented around 38% of consolidated revenue, yet there was no common pricing policy and only two entities had any, rather thin, supporting documentation.

Challenges

The parent's management fee was allocated at a fixed percentage, unrelated to the actual benefit each subsidiary received.
Intra-group warehouse rents differed materially from rates charged to third-party customers in the same area.
Transaction data sat in three different accounting systems, making two-way reconciliation difficult.

Our approach

Step 1 — transaction mapping: extracted and reconciled 14 types of intra-group transactions and identified those that were material by value and risk.
Step 2 — functional analysis: interviewed 18 department heads to establish the functions, assets and risks each entity actually performs and bears.
Step 3 — benchmarking: selected the appropriate pricing method for each transaction group and built independent comparable company sets.
Step 4 — policy and documentation: drafted a group-wide intercompany pricing policy, a local file for each entity and the related-party disclosure forms required under the transfer pricing rules.
Step 5 — adjustments: recommended how management fees and warehouse rents should be adjusted for the following year.

Results

Documentation for 100% of material related-party transactions was completed five weeks before the filing deadline. Management fees moved to an allocation based on four measurable drivers (vehicles, warehouse area, headcount and order volume), bringing subsidiary margins within the comparable range. When one entity was subject to a tax audit the following year, the business provided its documentation within three working days. The tax authority's conclusions remain its own independent decision; Corvane supported the client's explanations throughout.

“Good transfer pricing documentation starts with understanding how the business really operates, not with a benchmarking spreadsheet.” — Mr Ly Gia Hung, Partner, Tax Advisory, Corvane Advisory

Lessons learned

Domestic groups often treat related-party transactions as a formality, although the adjustment risk can be significant. Agreeing a pricing policy at the start of the year is far easier than defending figures after the books are closed. Documentation should be refreshed annually alongside changes in the business model.

VAT refund support for a wooden furniture exporter

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is a mid-sized wooden furniture manufacturer exporting almost all of its output to the US and Europe. Because its inputs bear VAT while its export sales are zero-rated, uncredited input VAT had accumulated over 18 months to the equivalent of nearly two months of operating costs. The company had filed refund claims on its own before, but had to supplement them several times and eventually stopped for lack of experienced staff.

Challenges

Around 14% of input invoices had mismatched details or came from timber, adhesive and paint suppliers whose status needed verification.
Some payments to small suppliers were made in cash or through personal bank accounts.
Customs declarations, contracts and payment evidence from overseas buyers were not organised by shipment.

Our approach

Weeks 1–3 — review: matched more than 6,200 input invoices against supplier status and payment evidence and classified them by risk level.
Weeks 4–5 — document completion: assembled files for 214 export shipments, each with contract, customs declaration, invoice and bank payment evidence.
Week 6 — scoping decision: agreed with the board to exclude items that did not meet the conditions rather than include them and lengthen processing.
Weeks 7–9 — filing and follow-up: submitted the refund application electronically, prepared supporting explanations and accompanied the client during the tax authority's on-site review.

Results

In the final submission, the share of input invoices needing further explanation fell from 14% to under 2%. The application was accepted without a second round of supplements; the refund amount was reviewed and decided by the tax authority under its normal procedure. The company also adopted new rules: all supplier payments above a set threshold go through a bank, and document sets are assembled per shipment at the time of export.

“Whether a refund is quick or slow depends largely on keeping documents in order from the outset. We help clients change how they work so they can do it themselves next time.” — Mr Ly Gia Hung, Partner, Tax Advisory, Corvane Advisory

Lessons learned

For exporters, VAT refunds are a working-capital matter, not just a formality. Quarterly supplier reviews help identify risky invoices early. Proactively excluding uncertain amounts often leads to smoother processing than claiming the maximum.

After the first refund round, the company moved to quarterly filings with Corvane reviewing each one. The finance team now checks supplier status before signing timber, adhesive and paint contracts, and each export shipment has its own document folder on Corvane Portal, so preparing subsequent claims takes about a week rather than several months.

Incorporation and investment licensing for a Korean-owned software company

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is an enterprise software company headquartered in Korea that was already serving several Korean manufacturers with plants in Vietnam through an intermediary partner. To provide direct support and recruit a local development team, it decided to set up a wholly foreign-owned entity in Ho Chi Minh City. Management had never invested abroad and needed a single point of contact able to handle legal, accounting and tax matters in Korean.

Challenges

Software and IT service business lines had to be described precisely to avoid requests for amendment during the licensing review.
The investor wanted to sign its first customer contract within one quarter, while no office had yet been chosen.
The investor's documents required consular legalisation and translation, which often leads to inconsistent names and addresses across versions.

Our approach

Weeks 1–2 — structuring: compared three options (representative office, wholly owned company, joint venture) in terms of tax, profit repatriation and hiring; the investor chose a single-member limited liability company.
Weeks 2–3 — document preparation: a bilingual Korean–Vietnamese checklist, guidance on legalisation in Korea and cross-checking of every translation.
Weeks 3–4 — office: legal review of three lease options and negotiation of lease terms suitable for registering the head office.
Weeks 4–8 — licensing: filed the investment registration application, responded to the licensing authority's clarification request, then completed enterprise registration, company seal and public disclosure.
Weeks 8–11 — initial operations: opened the direct investment capital account, registered for tax, e-invoicing and digital signatures, and drafted bilingual employment and software service contract templates.

Results

The entity was ready to operate 11 weeks after the power of attorney was received and signed a service contract with its first customer in week 12. The investment application required only one round of clarification. In its first year the company hired 24 engineers and continued to use Corvane's full-service accounting and tax offering, with monthly reports sent to the Korean head office in both Korean and English.

“First-time investors in Vietnam need a clear week-by-week roadmap: who does what, and where each document is. That peace of mind matters as much as the licence itself.” — Mr Vu Duc Thanh, Partner, Corporate Legal, Corvane Advisory

Lessons learned

Licensing timelines depend on the authorities, but what the business controls — document quality, translations and the description of business lines — determines how many rounds of supplements are needed. Preparing accounting, tax and template contracts in parallel with licensing allows the entity to start operating as soon as its certificates are issued. A team that speaks the investor's language greatly reduces misunderstandings about post-licensing conditions and obligations.

Corvane also prepared a first-year compliance calendar covering investment project reports, the audited financial statements and capital contribution milestones, so that management in Korea could track everything on one page.

Standardising employment contracts and workplace rules for a clinic chain

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is a chain of nine general and dental clinics that grew out of a single family practice. Each time a new site opened, HR copied contracts from an existing clinic and edited them case by case. After seven years the chain had around 420 staff — salaried doctors, visiting doctors, nurses, technicians and administrative employees — with 23 different contract templates in force.

Challenges

Some doctors worked full time but were engaged under service contracts, creating a risk of disputes and back-payment of social insurance.
Workplace rules had not been updated to current requirements and had not been fully registered for the newer clinics.
There was no dedicated undertaking on the confidentiality of medical records and patient personal data, although the clinics had started using online booking software.
Procedure commissions were calculated differently across clinics, causing questions among doctors.

Our approach

Weeks 1–2 — review: read all 23 templates and a sample of 60 personnel files, and classified the actual working relationships by role, working hours and degree of dependence.
Weeks 3–4 — drafting: six standard templates (indefinite-term, fixed-term, probation, professional collaboration, seasonal and training), a commission annex and a patient data confidentiality agreement.
Week 5 — rules and policies: drafted workplace rules, a pay and bonus policy and a disciplinary procedure, and consulted the employee representative body.
Weeks 6–8 — roll-out: briefing sessions at every clinic, answering doctors' questions, guiding staff through re-signing and completing registration of the workplace rules.

Results

Contract templates were reduced from 23 to six standard forms, and 100% of staff signed new contracts or annexes within six weeks. Thirty-one people were moved from service contracts to employment contracts reflecting the true nature of their work. Procedure commissions are now calculated from a single schedule, and income-related complaints fell from 17 to 2 in the following quarter. When the chain opened its tenth clinic, the HR document set was applied immediately without further drafting.

“In a clinic, an employment contract is not only an HR matter: it is tied to professional responsibility and patient confidentiality. We draft so that doctors can understand it, not just lawyers.” — Mr Vu Duc Thanh, Partner, Corporate Legal, Corvane Advisory

Lessons learned

Businesses that grow by replicating sites should standardise their documents early, before exceptions become hard to control. Classifying working relationships correctly from the outset reduces dispute risk and back-payment costs. Face-to-face briefings at each site help employees understand why things are changing and lead to faster re-signing.

Designing an internal control system for a 120-store retail chain

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is a consumer goods retail chain that expanded from 45 to 120 stores in three years and operates two distribution centres, one in the south and one in the north. The board was preparing to bring in a strategic investor and recognised that existing controls relied mainly on the experience of area managers. Inventory shrinkage had reached 1.9% of revenue, well above management's expectations.

Challenges

Month-end stock counts were carried out by store staff themselves, with no independent reconciliation.
Cash takings were banked in several different ways, and some stores held cash overnight for two to three days.
Permissions to change prices, void receipts and process returns on point-of-sale terminals were granted widely, including to shift staff.
The purchasing approval matrix was undocumented, and many large purchase orders needed only one signature.

Our approach

Weeks 1–4 — risk assessment: visited 18 representative stores and both distribution centres, and analysed 12 months of sales data for anomalies in voids, returns and manual discounts.
Weeks 5–9 — design: a risk and control matrix for six processes (purchasing, receiving, inventory, sales, cash and payroll) with 84 control points, each with an owner and frequency.
Weeks 10–12 — access rights: worked with IT to narrow POS permissions, set up two-level approvals and introduce daily exception reports.
Weeks 13–16 — pilot and roll-out: piloted at 20 stores, refined the design, then trained all 120 store managers and set up rotating cross-count teams.

Results

Two quarters after chain-wide implementation, inventory shrinkage fell from 1.9% to 0.8% of revenue. Post-payment voids decreased by about 70%. Cash takings are banked the same day at 96% of stores and within 24 hours at the rest. The control matrix was used by the strategic investor during due diligence and became the foundation document for the newly established internal audit function.

“Good internal control does not slow a store down. The aim is fewer steps in the right places, and data that tells you when something is out of line.” — Ms Le Phuong Thao, Director, Internal Control & Risk, Corvane Advisory

Lessons learned

In retail, most losses stem from overly broad system permissions rather than from missing procedures. Daily exception reports allow area managers to focus on the few stores showing unusual patterns instead of checking all of them equally. Piloting with a small group first ensures controls fit real operations and are accepted by staff.

In the following year, Corvane carried out two independent compliance reviews at 30 randomly selected stores and reported directly to the supervisory board.

Internal audit and ERP readiness for a pharmaceutical company

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is a domestic pharmaceutical company with one manufacturing plant and five branches distributing to pharmacies and hospitals. It was using several disconnected applications for accounting, warehousing, sales and production. Management had selected an ERP vendor but was concerned that the project would overrun if data and processes were not ready. It needed an independent party to assess the current state and write the control requirements the new system had to meet.

Challenges

The item master held about 9,400 codes, many of them duplicates for the same product in different pack sizes.
Batch and expiry tracking in the warehouse was kept in parallel spreadsheets that did not agree with the accounting records.
Discount policies for pharmacies and hospitals were applied manually and were hard to verify after the fact.
Approval authority between the plant and branches was unclear, with many approvals given by text message.

Our approach

Weeks 1–6 — internal audit: assessed five processes (raw material purchasing, production and costing, batch and expiry inventory, sales and discounts, receivables), tested samples and ranked 41 findings by risk.
Weeks 7–11 — data clean-up: worked with warehouse and sales teams to cleanse item, customer and supplier masters and agree coding and unit-of-measure rules.
Weeks 12–15 — ERP requirements: wrote the business requirements document and 63 automated controls to be configured, including segregation of duties, discount limits and blocks on shipping near-expiry batches.
Weeks 16–18 — readiness check: reviewed the vendor's test scripts, reconciled conversion balances and drew up a post-implementation audit plan.

Results

The item master was reduced from 9,400 to 5,100 codes, and around 1,200 duplicate customer records were removed. At conversion, the difference between batch-level inventory and the accounting ledger was brought below 0.3% of inventory value. Thirty-four of the 41 audit findings were resolved before go-live. The company put the ERP into use on its planned date without postponing the cut-over.

“An ERP only reflects the quality of the data and processes you put into it. Tidying up before you move house is always cheaper than tidying up afterwards.” — Ms Le Phuong Thao, Director, Internal Control & Risk, Corvane Advisory

Lessons learned

An internal audit ahead of ERP implementation lets the business turn findings into concrete configuration requirements. Data clean-up needs owners on the business side and cannot be left entirely to IT. In pharmaceuticals, batch and expiry controls should be automated as early as possible.

Financial and tax due diligence on the acquisition of a packaging plant

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is the Vietnam subsidiary of a regional packaging group seeking to expand its corrugated box capacity for electronics and consumer goods customers. The target was a domestic paper packaging plant, family-owned and managed for almost 20 years, with around 450 employees. The seller provided three years of audited financial statements and a business plan, but the buyer needed a clear view of earnings quality and of risks not visible in the accounts.

Challenges

A short timeline: only seven weeks before the binding agreement was due to be signed.
Part of the revenue and costs passed through companies related to the owning family.
Land, environmental and fire safety records for the plant were incomplete.
The buyer needed a bilingual report for the group's investment committee overseas.

Our approach

Week 1 — planning: a prioritised information request list, data room set-up and an interview schedule with the seller's management.
Weeks 2–4 — financial due diligence: analysis of adjusted earnings (removing non-recurring items and related-party effects), normalised working capital, and debt and debt-like items.
Weeks 3–5 — tax due diligence: review of tax returns for years not yet audited by the authorities, incentives being claimed, transfer pricing exposure and input invoices.
Weeks 4–6 — key legal matters: worked with lawyers to review land use rights, environmental permits, major customer contracts and labour disputes.
Weeks 6–7 — reporting and negotiation: a bilingual findings report with recommendations on price adjustments, representations and warranties, and a retention mechanism.

Results

The adjustments identified reduced net asset value by about 11% compared with the seller's figures, mainly due to provisions for doubtful receivables, deferred major maintenance and contingent tax liabilities. Adjusted earnings were about 8% below the business plan. Based on the report, the buyer renegotiated the price and added 14 warranty clauses and an 18-month retention. The transaction was signed and completed roughly four months later.

“Due diligence is not about breaking a deal; it is about letting the buyer know exactly what it is buying and at what price that makes sense. Most findings are handled through contract terms, not by walking away.” — Mr Dinh Quang Vinh, Partner, Transactions & M&A, Corvane Advisory

Lessons learned

With family-owned businesses, related-party transactions should be clarified first because they directly affect earnings after takeover. Tax and legal reviews should run in parallel with financial due diligence so their findings feed into negotiations in time. The report must translate findings into concrete proposals for the purchase agreement. After completion, Corvane continued to support the buyer through its first 100 days, including converting the accounting system to group standards and setting up payment controls.

Valuation and pre-fundraising restructuring for an education company

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is a network of English-language and life-skills centres for children, run by two founders and grown to 14 sites in Ho Chi Minh City and Da Nang. Because different shareholders had funded each phase of expansion, the network operated through four separate legal entities with uneven ownership percentages. When they began talking to investment funds, the founders realised they had no consolidated financial picture and no clear view of what valuation to propose.

Challenges

The four entities applied different accounting policies, particularly for tuition fees received in advance.
Shared costs such as curriculum, marketing and management staff were booked in one entity, distorting the profit of each centre.
Minority shareholders in each entity had to be treated fairly when swapping into shares of the holding company.
Investors required a five-year financial model with verifiable assumptions.

Our approach

Weeks 1–3 — diagnosis: reviewed three years of data for all four entities and agreed a single policy recognising tuition revenue over the actual term.
Weeks 4–6 — consolidated reporting: reallocated shared costs by student numbers and floor area, and prepared consolidated financial statements and centre-level P&L reports.
Weeks 5–9 — ownership structure: designed a holding company owning 100% of the entities, set swap ratios based on each entity's value contribution, and worked with lawyers on documentation and the resulting tax obligations.
Weeks 10–13 — valuation: a discounted cash flow model benchmarked against regional education transactions, with sensitivity analysis on class fill rates and the pace of new centre openings.
Weeks 14–15 — fundraising package: an investment summary, a data room and a set of anticipated investor questions and answers.

Results

The first consolidated financial statements were completed in six weeks. The share swap proposal was approved by 100% of shareholders across the four entities. Cost reallocation revealed that three centres had much lower margins than estimated, prompting management to revise its expansion plan. The fundraising package was ready after 15 weeks, with valuation presented as a range supported by explicit assumptions so the founders could negotiate with confidence.

“A valuation is persuasive when every assumption can be traced back to source data. Investors will ask, and founders need to answer without having to call us.” — Mr Dinh Quang Vinh, Partner, Transactions & M&A, Corvane Advisory

Lessons learned

Smaller businesses often grow through a patchwork of entities; consolidating them into a clear structure should happen before fundraising, not during negotiations. Tuition revenue recognition has a large effect on reported profit and should be standardised early. Valuation is best presented as a range with sensitivity analysis rather than a single number.

Family group restructuring and succession planning

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client is a family group built by its founder over more than 30 years, made up of 11 companies in rental real estate (offices and factory space), construction and building materials trading. Shares were held in a scattered way by family members and a few trusted associates. The founder wished to hand day-to-day management gradually to two of his children over the next five years, but there was no mechanism governing ownership, decision rights or the interests of family members not involved in management.

Challenges

Cross-shareholdings between companies, and numerous intra-group loans and guarantees that had not been fully documented.
Several companies were largely dormant but still incurred maintenance costs and reporting obligations.
High-value real estate was held across many entities, and internal transfers could trigger significant tax liabilities.
Family members had different expectations regarding roles and dividends.

Our approach

Weeks 1–5 — ownership mapping: charted ownership, intra-group loans and guarantees across the 11 companies, reconciled against enterprise registration records and accounting books.
Weeks 6–11 — structuring options: compared three ways of consolidating ownership under a holding company, assessing tax cost, timing and the impact on leases and bank loans.
Weeks 10–16 — family governance: held individual interviews with nine family members and drafted a family charter covering a family council, criteria for joining management, dividend policy and what happens when a member wishes to sell.
Weeks 15–22 — implementation: dissolved three dormant companies, merged two companies in the same line of business and transferred shares to the holding company in stages.
Weeks 20–24 — succession: a five-year roadmap for the second generation, with roles, review milestones and the founder's advisory role.

Results

The number of companies fell from 11 to 6, and all ownership was consolidated under one holding company held by family members in agreed proportions. Intra-group loans and guarantees were documented in writing, and annual entity maintenance costs decreased by about 35%. The family charter was signed by all nine members. For the first time, the group produces quarterly combined financial statements, giving the family council a single set of figures to monitor performance.

“Restructuring a family group is about people before it is about paperwork. We spend a lot of time listening to each member so that the solution is one everyone can accept.” — Ms Truong Minh Chau, Managing Partner, Corvane Advisory

Lessons learned

Succession should begin while the founder is still running the business, leaving time for mentoring and adjustment. Consolidating real estate ownership requires careful analysis of tax costs and sequencing; not every asset should be moved. A clear family charter reduces future conflict, particularly with members who are not involved in management.

Tax finalisation and entity merger for a trading company

gioithieucongty10.mauwebdep.com.vn — Sat, 24 Oct 2026 15:54:35 +0000

Background

The client distributes household electrical equipment to electrical shops and small contractors in Hanoi and Hai Phong. The owner originally set up two separate companies to serve each market. After eight years the two companies shared a warehouse, a delivery team and most suppliers, so sales between the two entities had grown sharply and every accounting and tax filing had to be prepared twice. The owner decided to merge the Hai Phong company into the Hanoi company and convert it into a branch.

Challenges

Inventory and intercompany balances did not agree on reconciliation, partly because adjustment invoices had not been recorded.
The merging company still had uncredited input VAT and accumulated losses from several years.
Tax finalisation had to be completed before the tax code could be closed, while sales could not be interrupted.
Contracts with major suppliers and customers had to be transferred to the surviving entity.

Our approach

Weeks 1–3 — tax review: examined three years of VAT, corporate income tax and personal income tax returns for both companies, listed items needing correction and filed voluntary amendments before the merger.
Weeks 3–5 — intercompany reconciliation: matched inventory, balances and invoices between the two entities and processed 186 outstanding adjustment invoices.
Weeks 5–7 — merger documentation: worked with the legal team on the merger agreement, owner resolutions and the plan for transferring assets, employees and contracts.
Weeks 7–11 — finalisation: prepared the tax finalisation up to the merger date and worked with the supervising tax office on input credits, loss carry-forward as permitted and closure of the tax code.
Weeks 11–13 — post-merger operations: registered the branch, migrated e-invoicing, unified the product master and set up branch-level reporting.

Results

The merged entity's tax code was closed after 13 weeks. Because self-identified corrections had been filed in advance, no late-payment penalties arose. Sales were not interrupted for a single day. The number of recurring accounting and tax filings was halved, and annual compliance costs fell by about 30%. Transactions between the two markets are now simple transfers between branches rather than sales invoices issued back and forth.

“A merger sounds like a legal exercise, but the most time-consuming part is cleaning up the tax figures on both sides. Do that first and every later step goes more smoothly.” — Mr Ly Gia Hung, Partner, Tax Advisory, Corvane Advisory

Lessons learned

Small businesses with several entities should review their structure periodically, because compliance costs often grow faster than the benefits. Self-review and voluntary amendments before finalisation reduce risk when the tax authority conducts its review. Planning the migration of invoices and contracts early avoids disruption for customers and suppliers.