A French food group withdrew from a joint venture in Long An in August 2026, received the full transfer price and stamped the deal complete, yet the 42 page divestment agreement contained not one line about who would keep the accounting books, original invoices and customs files of 11 operating years. Two years later the Vietnamese tax authority demanded explanations for a 2024 imported shipment and both seller and buyer insisted the other side held the documents. The record retention duty does not vanish when an investor leaves, and international divestment practice treats it as a clause to lock before closing day rather than a problem for later.
Retention periods of 5 years, 10 years and permanent under the Accounting and Archives Laws
Accounting Law 2015 tiers document retention by purpose of use: records serving daily management and operations must be kept for at least 5 years, while documents used to prepare financial statements, accounting books and finalisation reports must be kept for at least 10 years from the end of the accounting period. The Archives Law adds the highest tier for records of lasting value such as establishment decisions, charters of every era and land plus major asset files, which belong to permanent retention at the enterprise or deposit with a competent archive authority. For the Long An joint venture with 11 operating years, most tax, customs and ledger records fall into the 10 year tier, meaning the French investor stays connected to a preservation duty stretching nearly a decade beyond the transaction.
The point international divestment practice stresses is that the retention duty attaches to the records and does not automatically travel with the transfer price, so the divestment agreement must name the party holding originals, the party holding access rights and the mechanism for delivering copies to each side. Market practice usually keeps all originals with the enterprise that continues operating in Vietnam, while granting the exiting investor a certified electronic copy set of tax, customs and key contract files.
Record groups to hand over and the custodian to name after the Long An exit
Step 1 – Inventory records by the three retention tiers before closing day: the Long An legal team catalogues all files from 11 operating years, tagging operational documents at 5 years, ledgers and tax returns at 10 years and establishment plus land files as permanent, and establishes that the handover covers 214 boxes of paper files and 1.6 terabytes of electronic data.
Step 2 – Name the original record custodian inside the divestment agreement: the parties record that the post divestment joint venture company holds originals at its Long An storage site, the incoming finance director is the accountable contact and every access request from the French side must be answered within 5 working days.
Step 3 – Deliver an electronic copy set to the exiting investor: before closing day the enterprise scans and hands the French group a copy set covering 11 years of audited financial statements, tax finalisation returns, customs files for major shipments and credit agreements, with a minute confirming catalogue completeness.
Step 4 – Set an access mechanism for cross border post inspection: the agreement allows either side to demand production of originals when a tax, customs or audit authority in any country requests them, and copying plus shipping costs fall on the requesting side unless the inspection stems from a failing of the custodian side.
Step 5 – Lock a destruction calendar with advance notice: the parties build an annual retention review schedule, promise no destruction while an inspection, dispute or pending explanation request remains open and require the custodian to give 90 days written notice before any destruction round after legal limits expire.
The 2024 shipment explanation dispute and lessons from the Long An archive
When customs demanded an explanation for a raw material shipment imported in September 2024 worth USD 480,000, the joint venture needed 3 weeks just to establish that the original declaration set sat among files the former finance director had taken to store at the French group representative office in Ho Chi Minh City. The slow retrieval forced the enterprise into a tight explanation deadline and one extension request, even though the figures were eventually confirmed as fully consistent. The incident proves the storage risk is rarely whether records exist, but whether anyone knows precisely where they are and who holds the right to produce them.
To fix the gap the parties signed a supplementary storage annex in June 2028 built to the standard that should have existed from the start: all 214 boxes were coded, catalogue sealed and moved to a professional archive facility in Binh Duong at VND 18 million per year borne by the joint venture company.
Legal and tax risks when post divestment records are lost or destroyed early
The immediate consequence of failing to produce documents when tax or customs authorities request them is assessment by estimation, expense disallowance or loss of deduction rights for a transaction that genuinely happened. For the exited investor the risk travels home when they cannot prove cost base, investment losses or Vietnamese tax paid in order to claim double taxation relief under a tax treaty. Lost employment and social insurance records also leave the enterprise unable to reconcile contribution histories when former employees complain many years after the deal has closed.
At the transaction governance level, funds and multinational groups usually place retention clauses among the survival covenants after closing, supported by a holdback amount until the custodian confirms catalogue handover is complete.
The Long An lesson is to draft the retention clause with the same precision as the price clause: state clearly who keeps the 214 boxes and the electronic data room, the periods of 5 years, 10 years or permanent by group, the 5 working day access right and a destruction calendar carrying 90 days advance notice.
This article has been quality-reviewed by the FLAW AI Legal Council
