Steps to Acquire a Restaurant in Vietnam

Acquiring a restaurant in Vietnam is a major business decision that requires thorough preparation and deep understanding of the market. Here are the basic steps you need to take:

1. Research and Planning

• Define Objectives: Clearly identify your business goals, the type of restaurant you want to acquire, location, and target customer base.
• Market Research: Study the restaurant market in Vietnam, competitors, consumer trends, and industry factors.
• Financial Planning: Create a detailed financial plan, including acquisition costs, renovation costs (if necessary), daily operational costs, and contingencies for potential risks.

2. Find Opportunities

• Information Channels:
  • Real Estate Websites: Sites like Batdongsan.com.vn, Cho Tot, and PropertyGuru often have restaurant transfer listings.
  • Social Media: Groups and forums focused on food, restaurants, and business may contain information on available establishments.
  • Real Estate Agents: Consult agents specializing in the restaurant sector for advice and assistance in finding opportunities.
• Evaluate Potential: When you find a suitable property, carefully assess its location, size, design, business license, reputation, and especially the reason for the previous owner’s transfer.

3. Negotiate and Sign the Contract

• Price Negotiation: Discuss and negotiate the price reasonably, based on the restaurant's current condition and your financial capacity.
• Legal Check: Thoroughly review the legal documents related to the restaurant, including business licenses, land lease agreements (if applicable), invoices, and other documents.
• Contract Drafting: Draft a clear, specific sale contract including terms on price, payment methods, transfer deadlines, and the responsibilities of each party.
• Contract Signing: Both parties sign the contract, preferably in the presence of a lawyer.

4. Restaurant Transfer Procedures

Procedures for Transfer Based on Original Business Registration: The transfer process varies depending on the restaurant’s original business registration. Specifically:

For Restaurants Registered as Family Business

• Follow the procedures for changing the business owner.
• Required documents:
  • Notice of change in business owner.
  • Sales contract between parties.
  • Copy of family meeting minutes if the business is family-owned.
  • Authorization if the business has multiple owners.
• Steps for ownership change:
  • Prepare necessary documents.
  • Submit documents to the Financial – Planning Department of the local district People's Committee.
  • Revise or supplement documents if needed.
  • Receive the new business registration certificate.

For Restaurants Registered as Companies:

• Complete procedures for changing the owner, members, or shareholders.
• Required documents include:
  • Notice of change in ownership/members.
  • Transfer/sale contract for capital contributions.
  • List of members.
  • Amended company charter for single-member LLCs.
  • ID/passport or business license of the transferee.
  • Approval for foreigner to buy over the shares from local person if transferring from a Vietnamese person to foreigner.

For Unregistered Restaurants

If the restaurant hasn’t completed business registration, consider these factors:

• Lease Contract: Depends on the agreement between parties; the transferee may continue the lease through a contract addendum or a new lease agreement.
• Asset Purchase Agreement: Covers items like furniture, kitchen appliances, and other equipment.

5. Management and Development

• Re-evaluation: Reassess all aspects of the restaurant, including menu, staff, service procedures, and marketing.
• Improvements: Make necessary improvements to enhance service quality and increase revenue.
• Brand Building: Create a unique restaurant brand to attract customers.

Key Factors to Consider When Acquiring a Restaurant:

• Location: The restaurant's location greatly impacts revenue.
• Brand Reputation: A well-known restaurant brand is more likely to attract customers.
• Staff: An experienced, professional team will help run the restaurant smoothly.
• Business Licenses: Ensure the restaurant has all the necessary permits for operation.
• Competition: Evaluate market competition and the restaurant's competitiveness.

These are the basic steps for acquiring a restaurant in Vietnam. For specific advice on legal procedures, contact Zora Consulting for expert support.