Tax Due Diligence
Comprehensive Tax Health Checks & Risk Assessments
Before a tax audit catches you off guard — or before you close an M&A deal — our Tax Due Diligence service provides a thorough review of your company's tax position. We identify risks, quantify potential liabilities, and deliver an actionable remediation roadmap.
100+
Due Diligence Cases
3-5 Fiscal Years
Years Coverage
#157/KDKET
CPA Licensed
When Do You Need Tax Due Diligence?
Tax due diligence is not just for M&A transactions — though it's critical in that context. Any FDI enterprise that hasn't been audited by tax authorities in 3+ years, is planning a major restructuring, or wants to proactively clean up its tax position before an anticipated inspection should consider a due diligence review.
Vietnam's tax environment is enforcement-heavy: inspections can cover the previous 3-5 years, and adjustments (including penalties at 20% plus daily interest at 0.03%) can result in significant unexpected liabilities. The difference between a company that has prepared and one that hasn't is often millions of Vietnamese Dong.
Our Tax Due Diligence service simulates a tax authority inspection — but on your terms. We review the same records, apply the same tests, and flag the same risks that an inspector would — giving you time to remediate, prepare defense positions, or voluntarily adjust before enforcement action.
checklist What We Handle
- check_circle Full review of CIT, VAT, PIT, and FCT positions (3-5 years)
- check_circle Transfer pricing compliance assessment (Decrees 132 & 20/2025)
- check_circle Invoice and e-invoice validity verification
- check_circle Deductible expense analysis and non-deductible risk flagging
- check_circle Related party transaction assessment
- check_circle Tax incentive eligibility and utilization review
- check_circle Risk quantification and exposure mapping (VND amount per issue)
- check_circle Actionable remediation roadmap prioritized by severity
- check_circle Management presentation of findings
How We Handle Your Registration
Scope Definition
We define the scope — which fiscal years, which tax types, and the specific purpose (M&A, internal review, pre-inspection). This determines the depth and breadth of the assessment.
Data Collection
We request accounting data, tax returns, contracts, invoices, transfer pricing documentation, and board resolutions for the review period. Our team provides a structured checklist to minimize back-and-forth.
Risk-Based Review
Our CPAs review each tax type systematically: verifying computation accuracy, checking deductibility of expenses, testing invoice validity, assessing transfer pricing compliance, and identifying areas where the company's position may differ from the tax authority's interpretation.
Findings Report
You receive a detailed findings report with each issue classified by risk level (Critical / High / Medium / Low), quantified exposure in VND, and specific remediation recommendations. No vague observations — every finding is actionable.
Management Presentation & Action Plan
We present the findings to your management team or investors, answer questions, and help prioritize the remediation roadmap. For M&A contexts, the report feeds directly into deal valuation and warranty negotiations.
What You'll Receive
Tax Position Review
- check CIT computation accuracy review
- check VAT input/output reconciliation
- check PIT withholding compliance check
- check FCT withholding verification
- check Business License Tax verification
- check Tax incentive utilization assessment
Compliance & Documentation
- check E-invoice validity and compliance check
- check Transfer pricing documentation review (Decrees 132 & 20/2025)
- check Related party transaction assessment
- check Deductible expense analysis
- check Contract vs. invoice consistency review
- check Statute of limitations analysis
Reporting & Advisory
- check Risk-rated findings report
- check Quantified exposure per issue (VND)
- check Remediation roadmap (prioritized)
- check Management presentation
- check Voluntary adjustment advisory
- check Defense position papers (per issue)
"Tax due diligence isn't about finding problems — it's about knowing your position. When you know exactly where your risks are and how much they could cost, you can make informed decisions: fix it now, prepare a defense, or factor it into a deal valuation. Surprises are the enemy."
David Nguyen
Partner & Director
CPA License #3868 — Ministry of Finance, Vietnam · 14+ years in audit, tax, and FDI consulting. Led 100+ tax due diligence engagements for M&A transactions and corporate restructurings across manufacturing, services, and technology sectors.
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We typically review the most recent 3-5 fiscal years, aligned with Vietnam's statute of limitations for tax enforcement. For M&A transactions, the scope may extend further if the buyer requires a longer historical review.
No — but it simulates one. We apply the same tests and scrutiny that a tax inspector would, identifying the same risks and quantifying the same exposures. The critical difference is that you get the findings first, with time to remediate before enforcement action.
Common findings include non-deductible expenses booked as deductible (entertainment, personal expenses, missing invoices), incorrect transfer pricing documentation, VAT input credits on ineligible items, inconsistent PIT treatment for expatriates, and underutilized tax incentives.
Yes. Vietnam's tax law allows voluntary supplementary declarations to correct prior filings. Voluntary adjustments before a tax inspection typically attract lower penalties than findings discovered during enforcement. We advise on the optimal timing and approach.
The tax due diligence report identifies contingent tax liabilities that affect the deal valuation. Buyers use it to negotiate price adjustments, indemnity clauses, or escrow mechanisms. On the seller side, conducting due diligence before listing allows you to proactively clean up and maximize valuation.
A standard 3-year review for a mid-size FDI enterprise typically takes 3-4 weeks from initial data receipt to final report delivery. Complex cases (multi-entity, manufacturing with transfer pricing) may take 5-6 weeks. M&A engagements are often accelerated to meet deal timelines.
Not sure where to begin?
Know Your Tax Position Before the Inspector Does
Our comprehensive tax health check identifies risks, quantifies exposure, and gives you time to fix issues — before enforcement action.
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