Leadership meeting on post-merger HR and payroll compliance

Post-merger HR and payroll compliance
in Vietnam

Buying a company also means inheriting its HR and payroll compliance history.

terra reviews payroll, Social Insurance, Personal Income Tax, and labor contracts, then resolves the issues before handing over complete, audit-ready records.

Common situations where companies engage terra

After an acquisition or merger Before post-deal integration Following HR due diligence Before the first statutory audit under new ownership

5 HR and payroll risks you inherit

Social Insurance underpaid for years

Contributions are based on a lower-than-required salary; on inspection, recovery and penalties reach back to when the error began.

More than an assessment

I-GLOCAL identifies the gaps

Interprets the regulations and identifies the compliance gaps.

terra corrects them directly

Implements the corrections, from recalculations to authority filings, within the same engagement.

You get a clean compliance baseline

Corrected records your parent company can rely on.

Already have compliance findings?

terra can move straight to implementation without repeating the assessment, working from findings by I-GLOCAL, internal audit, or your lawyers.

terra team carrying out HR and payroll compliance corrections

terra executes the corrections directly

Part of I-GLOCAL Group, with 20+ years correcting and standardizing HR compliance for FDI companies in Vietnam.

Post-merger compliance engagement in 4 phases

Phase1

Scoping call

Map the post-deal situation, agree what to correct and in what priority.

Phase2

Assessment

Review payroll, Social Insurance, PIT, and labor contracts, then rank the gaps by risk.

Phase3

Implementation plan

Present a plan with scope, timeline, and pricing. You approve before work begins.

Phase4

Implementation and handover

Implement the corrections, liaise with the authorities where needed, and hand over complete records.

Phase1

Scoping call

Map the post-deal situation, agree what to correct and in what priority.

Phase2

Assessment

Review payroll, Social Insurance, PIT, and labor contracts, then rank the gaps by risk.

Phase3

Implementation plan

Present a plan with scope, timeline, and pricing. You approve before work begins.

Phase4

Implementation and handover

Implement the corrections, liaise with the authorities where needed, and hand over complete records.

Scope of work in an engagement

Post-merger compliance checklist

The work covered in a post-merger engagement

Recalculate Social Insurance contribution bases for the outstanding period

Adjust and refile PIT filings and finalization

Update and re-sign labor contracts under Labor Code 2019

Update internal labor regulations and related policies

Standardize how allowances and off-payroll payments are recorded

Prepare explanatory files and liaise with the Social Insurance and tax authorities

Recalculate and submit supplementary payments for outstanding obligations

Hand over complete records and operating guidance to your internal team

Request a consultation

Tell us your post-merger situation. terra will help identify where to start.









    Note: Check the information carefully before confirming and sending to terra.

    Your business after the engagement

    Complete payroll records, ready for audit, inspection and parent company reporting

    All records are recalculated to current regulations. When authorities ask, finance responds immediately with complete records.

    Social Insurance and PIT risks resolved or controlled

    Past gaps are corrected and refiled. Outstanding obligations with the Social Insurance and tax authorities are resolved outright or formally managed.

    Labor contracts compliant with Labor Code 2019

    All contracts are reviewed and re-signed under Labor Code 2019, ready for a labor department inspection.

    A clean compliance baseline is in place

    The corrected state becomes a stable baseline, for you to run payroll in-house or for terra to keep managing.

    Why FDI companies trust terra

    ISO/IEC 27001:2022 certified

    International standard for information security covering HR and payroll data.

    Over 5,000 payslips a month

    Real operational capacity already serving FDI companies in Vietnam.

    Supported by a clear legal basis

    Every correction references Labor Code 2019 and the current decrees and guidance.

    FAQs

    Right after the scoping call, often within days of signing and in parallel with the deal handover. If you already have HR due-diligence findings, terra uses them directly to shorten the start-up time.

    You can still bring terra in even after the Social Insurance or tax authority has made contact. terra handles the ongoing process in parallel with fixing the root cause, prepares the explanatory files, and works directly with the authorities to reduce recovered amounts and penalties. In our experience, the earlier you engage, the more room there is to act, because many back-payments are calculated from when the error began, not from when it was found.

    A fresh assessment is not required. If a lawyer, internal audit, or due-diligence firm has already identified the gaps, terra takes those findings and moves straight to planning and correction, without repeating the assessment, to save cost and time. If you have no assessment yet, terra does the whole thing, from scoping and assessment through to correction, in a single engagement.

    No. terra handles the correction of operational errors, recalculating figures and refiling records with the authorities. Legal liability for issues arising before the acquisition is allocated by the sale and purchase agreement and handled by the parties' lawyers. terra provides the figures and records needed so your lawyers have a basis to negotiate or seek indemnity from the seller where applicable.

    Yes. terra acts as the implementation team and coordinates closely with your existing advisors. If a law firm handles the deal legal side, or I-GLOCAL handles tax and accounting advice, terra carries out the operational correction of payroll, Social Insurance, and labor records based on their conclusions. A single executing point keeps multiple providers from passing responsibility between them.

    For companies under 100 employees with records ready, a full engagement usually takes 8 to 12 weeks. Larger companies, those with multiple branches, or those with years of outstanding Social Insurance obligations need more time. terra sets a specific timeline per phase after the scoping call, so you know the milestones and cost before starting.

    Discuss your post-merger situation

    The earlier compliance issues are resolved, the easier post-merger integration becomes. One conversation covers:

    • The HR and payroll risks inherited with the acquisition
    • The fastest path to a compliant operating baseline
    • What terra will handle and what your team needs to prepare

    Request a consultation

    Share your situation and terra's compliance team will respond with clear next steps.









      Note: Check the information carefully before confirming and sending to terra.

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