Overview
Transferring ownership and managerial authority while securing operational continuity, founder control, and institutional governance across multi-generational business families.
Four Core Principles
- Ownership ≠ Management: Separating long-term ownership from day-to-day management, so a successor can lead the business without receiving all family wealth.
- Economic Benefit ≠ Decision Rights: Designing dividend policy and approval thresholds separately, within the limits of the Law on Enterprises.
- Personal Wealth ≠ Operating Risk: Mapping which assets belong in the business, a holding company or the personal estate – without assuming any structure is an absolute shield.
- Founder Readiness ≠ Successor Readiness: Structuring phased succession milestones aligned with next-generation readiness, including a plan for sudden incapacity.
Family Wealth Architecture Matrix
| Component | Structural Function |
|---|---|
| Family Holding Entity | Consolidates family ownership and reduces fragmentation at the top. It does not remove creditor, inheritance or tax rights (Law on Enterprises, consolidated 2025). |
| Tailored Articles of Association | Enhanced approval thresholds for specified matters, quorum rules and governing-body composition, consistent with statutory member rights. In an LLC, voting follows capital. |
| Members' Agreement & Family Constitution | Valuation, exit, dispute-resolution and confidentiality terms bind signatories; the family constitution records shared principles for family governance. |
| Founder Reserved Matters | Practical blocking power over strategic asset sales, key appointments and charter amendments through capital and voting thresholds – tested against dissenting members' buy-back rights (Art. 51). |
| Dividend & Liquidity Policy | Dividends from domestic investees may be CIT-exempt at holding level where statutory conditions are met (CIT Law 67/2025/QH15); onward dividend distributions to individuals are subject to 5% PIT. Liquidity reserves and insurance proceeds can fund the purchase of departing members' interests. |
| Transfer Controls | Members' pre-emption right on transfers (Art. 52), supported by branch holding entities where justified. |
| Matrimonial & Inheritance Planning | Establish joint and separate property and compulsory heirs (Civil Code, Art. 644) before wills or transfers. Heirs become members (Art. 53), so the rules must sit in the charter and the will. Use a fair valuation basis rather than a price intended to penalise a family member. |
| Beneficial Ownership | Beneficial-owner information must be kept and provided on request (Law 76/2025/QH15); additional layers do not anonymise control. |
| Succession Roadmapping | Capability milestones and appointment criteria for successors, plus an incapacity protocol (pre-selected guardian, Civil Code, Art. 48). |
Inheritance, marital property, personal liabilities, shareholder rights and transfer restrictions should be coordinated with qualified legal counsel before implementation.
IPAS Insights · Family Wealth & Succession Series
No. 10/2026 · Bilingual (VI–EN)
Family Wealth & Succession Architecture in Vietnam
Ownership, Governance & Succession Foundations
Four succession tracks, five layers of rights, matrimonial property and compulsory heirs (Civil Code, Art. 644), beneficial ownership, tax across the life cycle and succession risk scenarios.
View PDF →Balance-Sheet Clean-up, Asset Title & Restructuring Readiness
Five sensitive balance groups (111, 141/1388, 152/156, 341/3388, personally held assets), related-party checks under Decree 255/2026/ND-CP and Green, Amber and Red readiness checkpoints.
View PDF →* IPAS professional publications for general reference; not legal or tax advice. Law in force as at October 2026. All IPAS publications →
Typical Deliverables
- Ownership & Benefit Map
- Family Holding Architecture
- Customized Articles of Association (with legal counsel)
- Founder-to-Next-Generation Shareholders’ Agreement (with legal counsel)
- Governance Succession Framework & Roadmap
The form of each deliverable depends on the agreed scope, available data and supporting evidence.
