Inheritance Planning for High-Asset Families | FLAT LAW FIRM

Inheritance Planning for High-Asset Families in Vietnam

When the asset portfolio spans multiple properties, corporate shareholdings, investment accounts, and assets across localities, a hastily written will is not enough. Inheritance planning for high-asset families is a comprehensive design process: mapping the assets, choosing the right transfer instrument for each asset type, and building governance mechanisms so the estate is preserved across generations.

Why high-asset families need different planning

For small estates, a simple will is usually enough. With large asset portfolios, three distinctive risks arise: first, family disputes carry much greater economic stakes; second, complex assets (controlling shareholdings, mortgaged properties, unfinished projects) cannot be divided with a single “divide equally” sentence; third, the tax and transfer cost burden can significantly “erode” the estate’s value if not anticipated.

Experience shows most large inheritance disputes do not stem from malice but from ambiguity: a will that does not cover all assets, inconsistent valuations, or the testator passing away while the plan was unfinished. Proper planning turns ambiguity into clear rules known in advance by all members. The general inheritance legal framework is at inheritance, wills, and estate division.

Mapping the entire portfolio: the unskippable first step

Every plan starts with a complete and honest asset inventory: real estate (with the legal status of each title — mortgaged or disputed), shareholdings/equity stakes in businesses, bank and investment accounts, vehicles and other valuable assets, receivables, and no less importantly — debts and guarantee obligations.

Commonly missed items: assets titled in someone else’s name (nominee arrangements), assets formed during marriage but not clearly separated from the spouse, and intangible property rights such as debt claims and contractual benefit rights. Each “gap” in the asset map is a seed of future disputes. The inventory should be made in writing, updated periodically, and kept with the will.

Wills: the core instrument and how to make one for large estates

The will remains the central instrument. For large asset portfolios, the will should be notarised at a notarial practice organisation — the form with the highest legal safety, hardest to challenge on voluntariness and the testator’s capacity. The testator has full disposition rights over their property: designating heirs, allocating estate portions, and disinheriting statutory heirs within the limits allowed by law (Article 624 of the 2015 Civil Code).

However, disposition rights are not absolute. Article 644 protects heirs irrespective of the will’s contents: minor children, fathers, mothers, spouses, and adult children unable to work are still entitled to two-thirds of a statutory heir’s share, even if the will gives them nothing or less. Every division plan must account for this “hard portion” first, or the will will be partially void when disputed.

Lifetime gifting: gradual, controlled transfers

Not every asset should pass through a will. Gifting part of the assets during one’s lifetime (Article 458 of the 2015 Civil Code) has advantages: the donor sees the assets reach the intended hands, reduces later division pressure, and recipients can put the assets to use or business immediately. For real estate, gifts must be notarised in writing and title transferred.

But gifting has downsides: gifted assets cannot be reclaimed (except conditional gifts where the condition fails), and gifts may trigger personal income tax for the recipient. The wise strategy is gradual gifting: transfer first the stable assets (legally clean real estate), keep assets needing flexible management and enough to secure one’s own livelihood for life.

Shares and equity stakes: planning control transfer

For business-owning families, the hardest question is not “who gets the shares” but “who runs the company after I pass away”. Under Article 127 of the 2020 Enterprise Law, heirs of shares become shareholders of joint-stock companies; for LLCs, heirs of capital contributions become members under Article 53. But becoming a shareholder is not the same as being able to manage.

Planning must separate ownership from management: shares may be divided among children while management authority goes to the most capable person (through the company charter, shareholder agreements, or a mechanism where the estate administrator temporarily manages the capital portion during transition). If the business is the family’s life’s work, see family business succession planning.

Real estate: dividing without “stuck” titles

Real estate is the most dispute-prone asset type, because it cannot be arbitrarily subdivided and every heir wants the “nice” part. The principle: each property should go to one person (with cash equalisation for differences), instead of co-ownership — co-ownership is the source of most title blockages lasting decades.

For bank-mortgaged properties, the repayment obligation must be calculated: the recipient takes the repayment obligation too, or the estate reserves funds to settle before division. For agricultural land, untitled land, unpermitted buildings — the legal status must be resolved before inclusion in the will, because legally unclear assets almost certainly cause disputes. See the land dispute analysis at real estate inheritance disputes.

Minor heirs: special protection mechanisms

When heirs are minor children, the law protects them at two levels: they are entitled to a portion irrespective of the will’s contents (Article 644), and their estate portion is managed by a guardian until adulthood (Articles 46–54 of the 2015 Civil Code). The problem is that the default guardian is usually the surviving parent — who may have conflicting interests (e.g. wanting to sell the child’s assets to invest).

The solution: in the will, designate an administrator of the minor child’s estate portion (who may differ from the guardian), clearly define permitted disposition scope (sale only for the child’s genuine benefit, with relevant persons’ consent), and require periodic reporting. For large portfolios, consider independent oversight — e.g. a lawyer or auditor confirming major transactions involving the child’s assets.

Estate administrators and power-check mechanisms

The estate administrator (Articles 616–618 of the 2015 Civil Code) is the “general manager” executing the plan after the testator’s death: inventorying the estate, recovering assets, paying debts, dividing among heirs. For large portfolios, this role is decisive — a weak or dishonest administrator can seriously deplete the estate before division.

Selection criteria: legal and financial knowledge, credibility with all family members, and enough independence to avoid bias. Many wealthy families choose co-administration: a family member (who knows the assets) paired with an independent professional such as a lawyer (ensuring legality). Detailed rules at estate administrators and will executors.

Taxes and costs in transferring large asset portfolios

Every asset transfer may trigger tax. Inheritance and gift recipients pay 10% personal income tax on the value exceeding VND 10 million per receipt (Article 16 of Circular 87/2026/TT-BTC, effective 1 July 2026), except exemptions between closest relatives (spouses, parents–children, full siblings, etc.). For large portfolios, the absolute tax amount can be very significant.

Beyond tax, budget for: notarisation fees, registration fees on title transfer, asset valuation costs, administrator remuneration, and contingent litigation costs if disputes arise. Good planning calculates total transfer costs upfront and reserves payment sources — avoiding heirs having to fire-sell assets to pay tax, or worse, assets getting “stuck” because no one funds the procedures first.

Preventing disputes among family members

The most effective prevention is controlled transparency: let family members know the plan exists and its principles (not necessarily every number), so no one is “shocked” when the will is announced. Many disputes erupt simply because one child feels treated unfairly without understanding the reasons behind it.

Supporting tools: a written estate-division agreement signed by co-heirs after the inheritance opens (if all agree to adjust); a clause in the will explaining the division reasons (not legally required but psychologically valuable); and a family mediation mechanism — designating a respected person as intermediary when disagreements arise, before they escalate into litigation. The limitation period for inheritance disputes is 30 years for real estate, 10 years for movables (Article 623) — disputes can simmer very long if not resolved decisively.

Periodic review and updates

An inheritance plan is not a document made once and filed away. Life changes: new children, new assets, asset sales, marital status changes, heirs reaching adulthood or predeceasing — each change can make an old will outdated or even partially void. The rule: review the plan every 2–3 years, and immediately after every major family event.

When updating, a new will may replace the old one (the later will revokes conflicting parts of the earlier), or a written amendment/supplement may be made. Note: an amending will must fully satisfy the same formal conditions as the original. All old wills should be carefully kept with the new one to avoid disputes about the testator’s final intent.

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