Exit Planning From Day One of Investing in Vietnam — Most investors think about exiting only when they already want out, by which time the charter, the joint venture contract and the shareholders’ agreement are all locked in an unfavourable shape. An exit plan drafted on day one turns the way out into a clause negotiated while the investor holds the strongest hand.
What the law says about this situation
The tools of an exit plan sit inside the Law on Enterprises 59/2020/QH14 (amended by Law 76/2025/QH15): the charter, shareholders’ agreements, the right to require the company to repurchase shares when a shareholder dissents from major decisions, and capital transfer mechanics. Rights and duties on early project termination are governed by the Law on Investment 143/2025/QH15 (effective 1 March 2026). Tag-along, drag-along and put option clauses are civil agreements under the Civil Code 91/2015/QH13, binding the signatories, but to be effective against third parties and the registration authority they must be mirrored consistently in the company charter.
What makes this situation distinct
This is the only planning article in the troubled-exit cluster: the others handle incidents that already happened (being sued, licence revocation, JV deadlock), while this one covers designing the exit at formation — what it must contain, when to review it, and the measurable benefit at the later negotiation table.
Core questions answered
When should an exit plan be made?
Before signing the first joint venture contract or shareholders’ agreement, when the parties still need each other most and are willing to concede. Three mandatory review points are: when a new investor comes in, when the company takes on major debt or a new project land plot, and when one party changes its market strategy. Waiting until conflict erupts leaves almost no room to negotiate exit terms.
What must a complete exit plan contain?
At minimum: permitted exit triggers (lock-up expiry, missed targets, change of control, deadlock); a pre-agreed valuation mechanism with a formula or a named appraisal firm; a right of first refusal for the remaining party with an exercise deadline; tag-along protection for minorities and drag-along for the majority; a fallback of third-party sale or scheduled dissolution if nobody buys; and administrative cooperation duties such as signing transfer documents and M&A approvals.
Which document should hold the exit plan for best effect?
Split it into two layers: the company charter carries clauses that need third-party effect and registration visibility, such as transfer restrictions and pre-emption rights; the shareholders’ agreement or JV contract carries price-sensitive mechanics like forced-sale formulas. The two layers must match, because in a conflict the charter is usually the document the registration authority and the court use first to determine member and shareholder rights.
What measurable benefit does an exit plan bring?
The biggest gain is cutting exit time from years of dispute to a few months of executing a signed formula, and avoiding the panic discount imposed on a seller with no alternative way out. A clear exit plan also improves later fundraising, because new investors assess their own exit through how the company treated the exit of those before them.
Next steps for the business
Practical steps: make the exit plan a standalone section of the term sheet before signing the joint venture; fix the valuation formula and a fallback appraisal firm inside the shareholders’ agreement; align the charter with that agreement; schedule an exit-plan review every two years or upon any major capital event; and keep a clean legal file from day one so that, on exit day, buyer due diligence finds no risk that shaves the price.
This article has been quality-reviewed by the FLAW AI Legal Council