A full document review
We work through the data room — corporate records, contracts, employment, assets, and licences — to confirm what the target owns, owes, and is bound by.
Know exactly what you're buying.
Before you acquire, invest in, or partner with a Vietnam company, Forra reviews the legal substance of the deal — and the public record behind it — so you see the risks before you sign.
Due Diligence Scope
Document + public-record review
-
CorporateClearedCorporate & ownershipRegistration, cap table, charter
-
ContractsIn reviewContracts & commercialKey agreements, change-of-control
-
LabourClearedLabour & employmentContracts, insurance, liabilities
-
AssetsIn reviewAssets, IP & real estateLand-use rights, registered IP
-
Disputes1 flagLitigation & disputesCourt records, enforcement
-
OSINTIn reviewPublic-record researchRegistry, media, PEP screening
The Service at a Glance
Red flags in ~1 week
Deal-breakers flagged early, full report in 2–3 weeks. Standalone background check in 3–5 days.
Data room + public records
Shared documents reviewed alongside registry, court, and open-source research.
Scoped fixed fee
Priced to the deal and the workstreams you need. No hourly billing.
What Is Due Diligence
See the whole company before you sign.
Legal due diligence is a structured review of a target's legal affairs before a deal. It answers what the deal turns on: does the company own what it claims, are its contracts and licences sound, what does it owe its staff, and is anything in dispute?
Forra combines a careful read of the data room with open-source research (OSINT) across registries, courts, and media — so you see what the paperwork says and what the public record confirms.
Who needs it: buyers, investors, JV partners, and sellers preparing for sale (vendor DD). When a full review isn't warranted yet, a standalone public-record background check is the lighter first step.
What a Forra due diligence brings together
A public-record layer
Open-source research (OSINT) runs alongside, surfacing court records, enforcement, and adverse media the data room won't show.
Read under Vietnamese law
Every finding is read against current Vietnamese company, labour, land, and licensing law — so local risks don't slip through.
A deal-ready answer
A red-flag report and a full findings report in plain English — risk-rated, sourced, and tied to next steps.
Scope of Review
Eight workstreams, scoped to your deal.
A full review covers these eight areas, scoped to the deal. Each draws on the data room, public registries and courts, or both. Public-record research (OSINT) is built in as one of them.
01
Corporate
Corporate & Ownership
Registration, shareholding, capital history, and board authority — confirming who really owns and controls the company, checked against the national registry.
02
Commercial
Contracts & Commercial
Key customer, supplier, lease, and loan agreements — reviewed for term, termination, and change-of-control clauses your deal could trigger.
03
Labour
Labour & Employment
Employment contracts, internal labour rules, social insurance, and work permits — a common source of hidden liability in Vietnam deals.
04
Assets
Assets, IP & Real Estate
Land-use rights, key equipment, and registered IP — verified against the registries to confirm the target holds what the deal depends on.
05
Disputes
Litigation & Disputes
Current and past litigation, arbitration, and enforcement — from the data room and public court and enforcement databases.
06
Regulatory
Regulatory & Licensing
Investment, establishment, and sector licences — confirming each is valid, current, and not under suspension or enforcement.
07
Tax
Tax & Compliance Standing
Tax-code status, filing and e-invoicing compliance, and outstanding debts — flagging exposures to price in or cover with warranties.
08
OSINT
Public-Record & Background (OSINT)
Open-source research on the company and its principals: registry checks, adverse media, and PEP and sanctions screening. Available standalone.
Scope is tailored, not fixed. Not every deal needs all eight workstreams — we scope to the transaction's size and risk, from a focused red-flag review up to a full one. See options & pricing →
Handled lawfully. Document review runs under a signed NDA, and personal data is processed on a lawful basis under Vietnam's Personal Data Protection Law and, where it applies, the GDPR.
When to Use Legal DD
The right review for every kind of deal.
Whatever the transaction, due diligence turns a leap of faith into an informed decision. The scope flexes to the deal — from a standalone background check up to a full review.
Transaction
What it covers
Typical timing
Share acquisition (M&A)
Ownership, change-of-control clauses, employment and tax liabilities, and litigation — everything you inherit when you buy the company.
Before SPA
Asset or business purchase
Clean title to the land, equipment, and IP you're buying, plus any security interests or consents needed to transfer them.
Before asset deal
Investment / equity stake
Corporate structure, existing investor rights, tax compliance, and the licences the business depends on.
Before term sheet
Joint venture
Your partner's ownership, licences, disputes, and reputation, plus the conditions on the JV structure.
Early in negotiation
Vendor (sell-side) DD
The issues a buyer's lawyers will raise — found and fixed first, so your sale runs faster and holds its price.
Before going to market
Pre-deal partner screening
A fast, public-record read on an entity and its principals — the standalone OSINT background check.
Before full DD
Share acquisition (M&A)
Ownership, change-of-control clauses, employment and tax liabilities, and litigation — everything you inherit when you buy the company.
Before SPAAsset or business purchase
Clean title to the land, equipment, and IP you're buying, plus any security interests or consents needed to transfer them.
Before asset dealInvestment / equity stake
Corporate structure, existing investor rights, tax compliance, and the licences the business depends on.
Before term sheetJoint venture
Your partner's ownership, licences, disputes, and reputation, plus the conditions on the JV structure.
Early in negotiationVendor (sell-side) DD
The issues a buyer's lawyers will raise — found and fixed first, so your sale runs faster and holds its price.
Before going to marketPre-deal partner screening
A fast, public-record read on an entity and its principals — the standalone OSINT background check.
Before full DDFive-Step Process
Scoping today, red flags within two weeks.
A full review runs alongside the target's data room, with public-record research handled from our side. You get early warning on deal-breakers, then a full report for negotiation. A standalone background check follows the same path in 3–5 days.
Step 01
Scoping & NDA
We agree the deal type, the workstreams in scope, and a fixed fee, and put a mutual NDA in place.
Day 1Step 02
Information Request
We issue a tailored request list and the target opens its data room. In parallel we begin the public-record research, which needs nothing from the target.
Week 1Step 03
Review & Research
We work through the documents alongside the registry, court, and open-source (OSINT) research — cross-checking the data room against the public record.
Weeks 1–2Step 04
Red-Flag Report
An early report on the deal-breakers — the issues serious enough to affect price, structure, or whether to proceed — before the full write-up.
Week 2Step 05
Final Report & Deal Support
The full findings report — risk-rated, sourced, with next steps. We walk you through it and feed it into the SPA, warranties, and conditions.
Weeks 2–3Confidential throughout. The data room is reviewed under a signed NDA, the report is prepared for you alone, and personal data is handled under Vietnam's PDPL and, where it applies, the GDPR.
Need it lighter? A standalone background check covers the OSINT workstream on its own in 3–5 working days — ideal before a full review. Just ask at intake.
Why Forra
Due diligence that reads the deal, not just the documents.
Many Vietnam reviews either summarise a data room or run a surface-level background check — rarely both, and rarely with a local-law lens. We read the documents the way a Vietnamese lawyer would, then cross-check them against records that international databases never reach.
The result is one report bringing corporate, contractual, employment, asset, litigation, regulatory, tax, and public-record findings together — risk-rated and ready to drive price, structure, and the contract.
01
Documents read under local law
We assess every contract, licence, and filing against current Vietnamese law — so local risks a generic review misses get flagged.
02
Data room plus public record
One engagement combines the documents the target shares with registry, court, and open-source (OSINT) research in Vietnamese.
03
Answers, not just findings
Every issue comes risk-rated and tied to a next step — what to fix, price in, or cover with a warranty — ready for negotiation.
Pricing
Scoped fee. No surprises mid-review.
Every engagement is a fixed fee, agreed against the deal and the workstreams in scope. Start with a background check or commission the full review.
Entry
Background Check (OSINT)
The standalone public-record workstream — a fast read on an entity and its principals. No data room needed.
- Registry & identity verification
- Licence, tax & operating status
- Court & enforcement records
- Adverse media (Vietnamese & English)
- PEP & sanctions screening
- Delivered in 3–5 working days
Core
Full Legal Due Diligence
The complete review for acquisitions, investments, and joint ventures — all eight workstreams.
- All eight workstreams in full depth
- Data-room review under NDA
- Built-in public-record (OSINT) research
- Findings assessed under Vietnamese law
- Early red-flag report on deal-breakers
- Full risk-rated, sourced report
- Input to SPA, warranties & conditions
Sell-side
Vendor Due Diligence
For owners preparing to sell — we review your own company first, so you fix issues before buyers find them.
- Full review of your own company
- Issues flagged before buyers find them
- Practical remediation steps
- Buyer-ready vendor DD report
- Scoped quote on request
Common Questions
Questions about legal DD.
What's the difference between a background check and full legal DD?
The background check (our Entry tier) is the public-record workstream on its own — registry, court, media, and PEP screening, with nothing needed from the target, in 3–5 days. Full legal DD adds a review of the target's actual documents in a data room, assessed under Vietnamese law. The check is often the first step; full DD is what you commission once a deal is real.
Do you need the target's cooperation?
For full legal DD, yes — the document review needs the target to open a data room, which is normal once a deal is underway. The standalone background check needs nothing from the target: it runs entirely on public sources.
How long does it take?
A standalone background check is delivered in 3–5 working days. A full legal DD typically produces an early red-flag report within about two weeks of the data room opening, and the complete report within 2–3 weeks.
What documents and sources do you use?
Full DD reviews the data room — corporate records, contracts, employment, assets, licences, and tax filings — alongside public sources: the national registry, the Tax Authority portal, Vietnamese court and enforcement databases, and local and English media. For key people we screen major international PEP and sanctions watchlists. Every finding is cited to its source.
Is the engagement confidential?
Yes. The data room is reviewed under a signed NDA, and the report is prepared for you alone. Planning to share it with a co-investor, lender, or board? Let us know at intake so we can format it appropriately.
How do you handle data protection?
We process personal data only where we have a lawful basis — typically your legitimate interest in assessing a transaction — and limit it to what's necessary. It's handled under Vietnam's Personal Data Protection Law (Law 91/2025) and, where in scope, the EU GDPR, including cross-border transfer requirements when a report goes to an overseas client.
What if the review raises serious concerns?
Every issue is risk-rated, and deal-breakers come first in an early red-flag report. For serious findings — ownership defects, major liabilities, active enforcement, or significant adverse media — we set out the options: renegotiate price, restructure, cover the risk with warranties, or walk away.
Get Started Today
Diligence before you commit.
Whether you need a standalone background check or a full legal review, Forra gives you a clear, source-cited picture of the risks — before you sign.
More From Forra
Everything your entity needs to stay legal.
Other Governance Services
Global Mobility