Tax due diligence

We typically review the most recent 3–5 fiscal years, matching the 05-year limitation period for supplementary filings and under-declaration penalties, though tax authorities may collect back taxes and late interest for up to 10 years (Article 44 of Law 108/2025/QH15). For M&A transactions, the scope can extend further to match buyer requirements.

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.

Typical areas of exposure 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. Under Article 12 and Article 44 of Tax Administration Law 108/2025/QH15, if you voluntarily file supplementary returns and pay the full tax shortfall plus 0.03% daily late payment interest before the tax authority announces an audit decision, you are exempt from administrative penalties for under-declaration. We advise on the optimal timing and filing 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.

The timeline depends on the number of entities, transaction volume, and how quickly source documents arrive. We confirm the schedule in the engagement proposal after a scoping call, and M&A engagements are scheduled around the deal timeline.