Hanoi · Ho Chi Minh City · Hai Phong
Specialist Team · CARA · Lead Department: CMAS

Capital Advisory, Restructuring & Accounting (CARA)

IPO and capital-markets readiness, balance-sheet restructuring, separation of healthy and distressed assets (GoodCo/BadCo), multi-creditor debt restructuring and Account 154 work-in-progress remediation.

IPO Readiness & Pre-IPO Financial Advisory

CMAS · CARA — IPAS supports companies preparing for an IPO, listing process or institutional capital raise by strengthening the financial, accounting, internal-control and governance foundations examined during transaction preparation and due diligence.

Financial & Accounting Readiness

Long-outstanding balance remediation · accounting-policy alignment · financial-statement quality · close and reporting discipline.

Capital & Shareholder Structure

Capital history · shareholder balances · related-party matters · capitalization and funding-readiness analysis.

Internal-Control Readiness

Key-process controls · Risk & Control Matrix (RCM) · Delegation of Authority (DOA) · remediation of material control gaps.

Transaction Readiness

Data-room preparation · issue register · financial models · management information · coordination with auditors, legal counsel and licensed securities advisers.

IPAS provides financial, accounting, governance and transaction-readiness advisory. Formal public-offering filing advisory, underwriting and regulated securities activities are performed by appropriately licensed securities firms.

Balance sheet restructuring before any new capital

Each balance is resolved based on economic substance, legal obligations and evidence; unsupported accounting adjustments are avoided.

  • Unreconciled cash / bank balances
  • Long-outstanding advances & other receivables (Accounts 111 / 138 / 141)
  • Shareholder / management / related-party balances
  • Inventory and assets that cannot be reliably substantiated
  • Loans / interest / intercompany obligations

Is it real? · Who is responsible for it? · Is it legally enforceable & resolvable?

Account 154 work-in-progress remediation

For stalled real estate and infrastructure projects, IPAS tests the physical existence and accounting validity of accumulated construction-in-progress against contractor dossiers, technical completion milestones and bank transaction trails — separating capitalizable assets from historical loss provisions. See Selected Experience.

Separation of healthy and distressed assets (GoodCo / BadCo)

  1. Separation perimeter: map assets, liabilities, contracts, employees and permits.
  2. Core-asset protection: identify operating assets and activities that must remain continuous.
  3. Diligence & transition: tax/legal diligence plus transition-service arrangements.
  4. Post-restructuring model: define the operating model and control architecture after separation.

Multi-creditor debt restructuring

Obligation verification, creditor segmentation by priority, debt/receivable assignment, settlement haircut modeling, payment schedules, payment priority schedule and creditor negotiation support.

Capital reduction & normalization

Bring the capital structure and accounting records to a supportable position: Assess the capital ledger – Test corporate-law conditions and solvency – Model PIT/CIT, cash-flow and ownership impacts – Implement the roadmap, entries and documentation.

Separation or restructuring does not automatically extinguish historical obligations. Liability allocation must be assessed against transaction documents, stakeholder agreements and applicable law.
IPAS Technical Discussion · Accounting & Audit

Restating material prior-period errors

No. 06/2026 · Updated Oct 2026
VI–EN 16 pages · PDF

VAS 29, Circular 99/2025/TT-BTC, tax consequences and the audit perspective

Worked entries through account 4211, the five-year supplementary-filing window, late-payment interest and what the auditor tests in the following year.

View PDF →

All technical discussions →

Typical Deliverables

  • Account-by-Account Remediation Schedule
  • Account 154 Supporting Index & Workout Plan
  • GoodCo / BadCo Separation Scheme
  • Multi-Creditor Workout & Cash Waterfall Model
  • Capital Reduction Assessment & Solvency Analysis
  • Remediation Memo & Adjustment Schedule

The form of each deliverable depends on the agreed scope, available data and supporting evidence.

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