Shareholder and governance structuring
An effective shareholder and governance structure is fundamental to protecting investor interests, ensuring regulatory compliance, and enabling sustainable business growth. In Vietnam, poorly designed ownership and governance frameworks often lead to operational deadlocks, compliance risks, and costly disputes.
At CyraLaw Insight, we help businesses design and implement robust shareholder and governance structures that align legal requirements with commercial realities.
Strategic Shareholder Structuring
We advise on ownership models that balance control, flexibility, and long-term value creation for both local and foreign investors.
Our services include:
- Structuring shareholding ratios for LLCs and JSCs
- Advising on foreign ownership limitations and sector restrictions
- Capital contribution planning and compliance management
- Share transfer, dilution, and exit mechanisms
- Protection of minority shareholder rights
- Structuring holding companies and multi-layer ownership models
We ensure that ownership structures are compliant with Vietnamese law while remaining commercially practical and tax-efficient.
Corporate Governance Framework Design
Strong governance is essential for decision-making efficiency, transparency, and risk control—especially in joint ventures and foreign-invested enterprises.
We assist with:
- Drafting and revising company charters
- Designing Board of Members / Board of Directors structures
- Allocation of voting rights and veto rights
- Appointment and authority of legal representatives and management
- Internal regulations on decision-making, reporting, and control
- Deadlock prevention and resolution mechanisms
Our governance solutions are tailored to the company’s size, ownership profile, and strategic objectives.
Shareholder Agreements & Key Legal Documents
We draft and negotiate enforceable agreements that clearly define rights, obligations, and exit strategies.
Key documents include:
- Shareholders’ agreements
- Investment and capital contribution agreements
- Voting agreements and reserved matters schedules
- Non-compete, confidentiality, and non-solicitation clauses
- Exit provisions, drag-along and tag-along rights
These documents are designed to minimize disputes and provide clarity throughout the investment lifecycle.
Ongoing Governance & Compliance Support
We provide continuous advisory to ensure governance structures remain effective as the business evolves.
- Governance reviews and restructuring
- Amendment of charters and shareholder agreements
- Support during capital increases, restructurings, or M&A
- Compliance with reporting and disclosure obligations
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