An advertisement for selling a ready-made cafe, salon, rental shop, store, or tourism project might seem like an easy path to owning a business in Vietnam. The premises are already found, the equipment is in place, the staff knows the job, and the seller promises a steady flow of customers.
But the phrase "ready-made business for sale" can mean very different things. Sometimes, the buyer receives a share in a registered company. Other times—only the furniture, equipment, accounts, and the right to occupy the rented space. And sometimes, what’s being sold is an idea and a flashy presentation without any legal assets.
So, the first step is to clarify not how much the business "earns," but what exactly is included in the deal.
This material is for informational purposes only and does not replace legal, accounting, or financial due diligence before a transaction.
What Exactly Are You Being Offered to Buy?
Ask the seller to describe the subject of the deal in one sentence. For example: "100% of the company’s shares along with the equipment and lease rights" or "equipment, brand, social media accounts, and lease assignment without transferring the legal entity."
These are fundamentally different deals.
Possible options:
- Buying a share in a company;
- Buying the entire company;
- Buying assets without the company;
- Transferring the business under an informal agreement;
- Buying equipment and inventory;
- Lease assignment;
- Buying a brand, website, and accounts;
- Joint participation with the current owner.
Don’t settle for vague wording like "everything is included." Each asset should be listed separately.
Check the Legal Entity
If the deal includes a company, request its full name, registration number, charter, shareholder details, business activities, and licenses.
Registration details should be verified against the national business registry. Key points to clarify:
- Whether the company exists;
- Whether it is active;
- Who is officially the owner and representative;
- Who has the authority to sign the contract;
- What business activities are registered;
- Whether there are restrictions on foreign investor participation.
Don’t rely solely on a photo of the registration certificate. The document could be outdated, and the shareholder structure might have changed.
Ask a lawyer to review corporate resolutions, change history, and the seller’s authority. The person managing the business may not have the right to sell the company.
Finances: Documents, Not Stories
The phrase "net profit of five thousand dollars a month" means nothing without proof.
Request monthly data for at least the past year:
- Revenue;
- Cost of goods sold;
- Rent;
- Salaries;
- Utilities;
- Service fees;
- Taxes;
- Purchases;
- Marketing;
- Repairs and maintenance;
- Owner’s withdrawals;
- Debts and liabilities.
Cross-check the numbers. Bank statements, cash records, tax reports, contracts with aggregators, and purchase documents should paint a clear picture.
Clarify seasonality. A business in a tourist city might look great in peak season but lose money in other months.
The Lease Could Be the Biggest Risk
A beautiful cafe without the right to stay in the premises could lose most of its value.
Request the original lease agreement and check:
- Who is the tenant;
- The lease term;
- Deposit amount;
- Rent increase terms;
- Assignment rights;
- Company ownership change provisions;
- Permitted business activities;
- Renovation and signage rules;
- Early termination grounds;
- Any rent arrears.
Always meet the property owner. Get written confirmation that they agree to continue the lease after the deal. The seller’s verbal promise isn’t enough.
If the business depends on its location, the remaining lease term directly affects the price.
Licenses and Permits
The required documents depend on the business type. A restaurant might need food safety and fire safety permits, a salon might require industry-specific licenses, a tourism project might need corresponding permits, and an alcohol-serving establishment might need separate approvals.
Don’t assume permits automatically transfer to the new owner. Some documents are tied to the company, premises, responsible specialist, or specific equipment.
Make a list and for each document, note:
- Who it’s registered to;
- Its validity period;
- Whether it can be reissued.
Blank spaces should be filled before signing the deal, not after.
Equipment and Inventory
Conduct a full inventory. For each major item, note the model, serial number, condition, purchase date, and proof of ownership.
Check whether the equipment is leased, financed, or pledged. Sometimes, the seller includes items owned by suppliers or landlords in the price.
Valuing equipment at new prices is incorrect. Coffee machines, refrigerators, furniture, and appliances should be assessed based on their current condition and replacement cost.
Inventory should be counted separately. Expired products, outdated cosmetics, or slow-moving stock shouldn’t automatically be valued at purchase price.
Employees and Hidden Liabilities
Find out who is officially employed, what contracts are in place, and whether there are any unpaid salaries, vacation pay, insurance, or bonuses.
Don’t limit yourself to talking to the owner. With the seller’s permission, speak to key employees. They can explain real processes, seasonality, conflict reasons, and the business’s reliance on specific people.
Check:
- Who manages daily operations;
- Who handles finances;
- Who deals with suppliers;
- Which employees plan to leave;
- What promises the current owner made to them;
- Whether the team can be retained after the deal.
If all revenue depends on one chef, specialist, salesperson, or partner, that’s a significant risk.
Suppliers, Clients, and Digital Assets
Request a list of key suppliers and cooperation terms. Clarify whether discounts and payment terms will remain after the ownership change.
Digital assets should also be listed:
- Domain and website;
- Phone numbers;
- Google Business Profile;
- Social media accounts;
- Advertising accounts;
- Customer database;
- CRM;
- Photos and videos;
- Rights to the name and logo;
- Accounts in delivery and booking services.
Transferring a password isn’t the same as transferring ownership. For each important account, clarify who it’s registered to and whether ownership can be officially changed.
Why the Business Is Being Sold
The answer "I’m leaving" might be true, but it’s not enough. Ask why the owner isn’t hiring a manager, selling a share to a partner, or closing the project themselves.
Useful questions:
- How long the business has been for sale;
- Whether there were previous buyers;
- Which months are unprofitable;
- What inspections authorities have conducted;
- Whether there are conflicts with the landlord;
- What major expenses are expected;
- Which permits need renewal;
- Who the main competitor is.
The seller might not like these questions, but they should be ready to provide documents.
How to Determine the Real Value
The business price shouldn’t be based on "how much the owner invested." Past expenses don’t guarantee future income.
Typically, the following are valued separately:
- Confirmed profit;
- Equipment;
- Inventory;
- Lease deposit;
- Brand and customer base;
- Licenses and organizational readiness;
- Risks and future liabilities.
If the profit can’t be confirmed, the deal is closer to buying assets rather than a profitable business.
Don’t take the seller’s financial model as the only basis. Build your own conservative scenario: lower revenue, rent increases, additional staff, taxes, repairs, and marketing.
A Safe Deal Structure
Don’t transfer the full amount before completing due diligence. Terms are usually fixed in the contract with stages: document review, landlord approval, corporate resolutions, asset transfer, and final payment.
The contract should list:
- The purchase subject;
- The cost of each component;
- The seller’s representations;
- Discovered debts;
- Liability for hidden obligations;
- The process for transferring accounts and property;
- Refund conditions;
- The date of actual business control.
An independent lawyer should represent the buyer. The seller’s specialist can’t protect both sides.
The Key: Buy Verifiable Assets, Not Promises
A good ready-made business can withstand questions. It has clear documents, verifiable revenue, an active lease, and transparent liabilities.
Listings on Naidu help find ready-made businesses and businesses for sale, while other sections offer business services and legal services. But the platform itself can’t replace legal and financial due diligence. The more expensive the deal, the fewer oral agreements it should rely on.
