A group wants to sell its Vietnam logistics line but keep the manufacturing line that shares the same plant, fleet and warehousing system. The line for sale does not exist as a separate legal person, so before marketing it the group must carve it into a transactable unit. A carve-out is exactly that process: drawing legal, asset and people boundaries around a business that has never operated independently.
Legal basis at the time of writing
Company division, separation and reorganisation follow Enterprise Law 59/2020/QH14 (amended by Law 76/2025/QH15); transfers of assets, rights and obligations between entities follow Civil Code 91/2015/QH13. Investment projects attached to the separated line are adjusted under Investment Law 143/2025/QH15, effective 1 March 2026 replacing Investment Law 61/2020/QH14. Vietnamese law has no single carve-out procedure, so the deal structure is assembled from company separation, asset transfer and capital transfer mechanisms.
Three workable deal structures
The first is a corporate separation: form a new company holding exactly the line for sale, then sell all of its capital to the buyer, giving the cleanest legal boundary at the cost of registration and licence transfer time. The second is a business asset sale: the buyer takes selected assets, contracts and staff without a new entity, flexible but requiring contract-by-contract transfer with counterparty consent. The third is contributing the line into a joint venture and selling the contributed stake, suitable where the seller wants to keep a minority interest in the separated business.
The asset and liability perimeter is the hard part
Shared assets such as the plant, technology systems and the brand cannot be physically split, so the carve-out answers with contract machinery: subleases, usage licences or transition service agreements. Liabilities must also be allocated explicitly, especially tax debts and employee obligations of the separated line, because the buyer prices the deal assuming that perimeter will not leak after closing. Every asset left unallocated in the deal documents becomes a future dispute in waiting.
Recommended actions
1. Fix the separation structure before marketing the business and state it clearly in the teaser instead of letting buyers guess the perimeter.
2. Build the asset, contract and staff schedules for the separated line reconciled against accounting books and actual asset registers.
3. Draft the sharing mechanism for indivisible assets, with price, term and exit conditions, from the negotiation stage onward.
A carve-out succeeds when the separated line can operate standalone from day one after closing, not when the sale contract gets signed fastest.
Frequently asked questions
Which transaction structures are available?
The three main structures are separating the line into a new company and selling its capital, selling the line’s assets and contracts through piecemeal transfers, and contributing the line into an entity then selling the stake. Corporate reorganisation follows Enterprise Law 59/2020/QH14, while viability of each structure depends on the licences and contracts of the specific line.
How are assets allocated?
Assets are allocated through schedules attached to the deal documents, reconciled across accounting books, land use right certificates, vehicle registrations and intellectual property records. Indivisible shared assets are handled through leases, usage licences or transition service agreements stating price and term, so the separated line is not paralysed after closing.
What happens to the employees?
Staff of the separated line are arranged under a labour utilisation plan and transfer agreements between the entities involved; moving to a new entity, seniority and committed benefits must be recorded as inherited in the new employment contract or an annex, rather than treating employees as resigning and being rehired from zero.
What are the tax implications?
Tax follows the structure: a corporate separation carries succession mechanics, an asset sale triggers VAT and corporate income tax on the transfer, and a capital sale is taxed under capital transfer rules. Intra-group transfer values must follow market prices to avoid assessment under the arm’s length principle.