Legal and Tax Advisory Firm Based in Southeast Asia

VDB Loi

The Cityloft Sudirman, Suite 1119
Jalan K. H. Mas Mansyur Kav. 121
Jakarta 10220
Indonesia

+62 21 2555 6611

www.vdb-loi.com

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Law Firm Overview

VDB Loi is a leading specialized legal and tax advisory firm based in Southeast Asia. We provide integrated solutions for structuring investment and business transactions in Cambodia, Indonesia, Laos, Myanmar, Singapore and Vietnam. Unique among law firms, half of our fee earners are in our tax practice.

Our more than 50 foreign and local lawyers and tax advisers have a wealth of expertise regarding regional legal and tax issues, having worked on projects such as the structuring of a real estate disposal by a US$275M listed fund in Vietnam, Cambodia and Singapore, a US$500M acquisition of coal mines in Indonesia, the US$88M sale of a telecom operator in Laos, a US$2B complex government-leased island resort in Cambodia, a US$2.4B petrochemical joint venture project in Vietnam, and the acquisition of an offshore oil and gas interest in Myanmar.

With some of Southeast Asia’s most experienced foreign and local lawyers, VDB Loi offers an in-depth understanding of the “on-the-ground” legal and tax environment, providing effective and to-the-point advice.

Our six partners have experience in Southeast Asia in aggregate of more than 80 years. This, combined with our six strategically located offices in Cambodia, Indonesia, Laos, Myanmar, Singapore and Vietnam, gives us a valuable perspective – we deeply understand our clients’ business needs.

Our regional footprint is exceptional. We’re the only regional firm to have expanded into both Indonesia and Myanmar, for example.

We offer a full range of legal services, including corporate and commercial, M&A (cross‐border and single market), real estate, intellectual property, business licensing and registration, capital markets, trade (treaty analysis and anti‐dumping) and compliance (including FCPA and regulatory).

We also offer extensive professional tax services, including corporate tax planning, tax‐efficient market
entry advisory services, real estate tax structuring, oil, gas and mining tax services, customs and excise advisory, mergers, acquisitions and tax due diligence, international and regional tax optimization, transfer pricing advisory and benchmarking, taxation of banks, insurance and financial services companies, and controversy (tax audits and litigation).

Languages: All languages across the firm: Burmese, Dutch, English, Filipino, Indonesia, Khmer, Lao, Mandarin, Vietnamese.

Areas of Law

Areas of Law Description

Our practices:

- Tax Advisory

VDB Loi offers a full range of professional tax services, from corporate tax planning and tax strategies to monthly and annual tax compliance. The list below of recent deals and assignments in tax and customs advisory demonstrates our expertise.

*Corporate tax planning
Corporate taxation in Southeast Asia is complex and dynamic. Both legal theory and the practices of the authorities must be given consideration. VDB Loi is well placed to advise clients through our on-the-ground offices, strong local relationships, and experienced tax professionals and international tax advisers. Local withholding taxes and VAT can pose significant burdens on investment projects and tax incentive regimes exist throughout the region. Our tax advisers liaise with tax and investment regulators in each country to secure tax exemptions and maximize benefits.

*Tax-efficient market entry advisory services
Understanding the tax implications of investment in Southeast Asia is essential for any incoming business. Getting the right advice early can translate into significant savings. VDB Loi advises on the most tax-efficient legal structures for our clients’ projects, taking into account short-term and long-term objectives.

Taxable presence should be considered by all companies conducting business activities, regardless of whether these are through a local entity. Our tax advisers work side-by-side with their legal colleagues on each project, saving precious time on coordination of legal and regulatory aspects of each project.

*Real estate legal and tax structuring
We are uniquely placed to offer integrated tax and legal solutions to real estate development projects. VDB Loi assists real estate funds in clarifying and optimizing the tax aspects of their investments or divestitures.

*Oil, gas and mining tax services
Southeast Asia is rich in mineral resources. The advisers of VDB Loi have unique hands-on experience in this sector, covering mining in gold, coal, bauxite, iron and sand, as well as natural gas and oil.

*Customs and excise advisory
Customs duties and procedures are challenging when doing business in many emerging countries. With Cambodia and Vietnam having recently joined the WTO, the GATT Agreement will apply to imports in those countries, as it does in Thailand. All the countries in the Mekong region are members of the ASEAN Free Trade Agreement (AFTA), which also results in lower tariffs on certain imports between the members.

*Mergers and acquisitions and tax due diligence
M&A's and restructuring have tax implications that are crucial to the success of a transaction. Getting the deal through can depend on a detailed understanding of the applicable tax consequences. The VDB Loi team of tax advisers, accountants and lawyers is well placed to offer an integrated solution to clients, saving precious time and resources. We have extensive experience in carrying out due diligence assignments on targets for acquisition or before an IPO listing. Here are some of our recent tax assignments in relation to M&A deals.

*International and regional tax optimization
Tax optimization is a specialty of VDB Loi. Our professional advisers are expert in delivering “out of the box” solutions to improve your tax situation and avoid adverse tax consequences. Thailand and Vietnam have large tax treaty networks, which can offer useful benefits for investors. Strong local knowledge and relationships are crucial to assessing the practical impact of planning techniques. Our firm is independent of any auditing organization and thus not affected by Sarbanes Oxley restrictions.

*Transfer pricing advisory and benchmarking
Thailand introduced transfer pricing regulations in 2002 and Vietnam followed suit in 2005. The tax authorities of Cambodia and Laos may challenge transactions between related parties on a case-by-case basis. In conjunction with its joint venture partner Transfer Pricing Associates, a global leader in transfer pricing services, VDB Loi uses local, regional and international databases of company information to produce benchmarking reports on related party transactions for clients. Furthermore, our tax advisers can provide clients with detailed advice to avoid transfer pricing disputes or assist in transfer pricing challenges.

*Taxation of banks, and insurance and financial services companies
VDB Loi’s tax professionals have advised a number of banks and financial institutions on the tax treatment of their operations and products in Southeast Asia. Our service covers both direct and indirect taxation of financial services.

*Controversy: tax audits and litigation
VDB Loi’s accounting professionals bring analytical skill to tax audits, while our tax lawyers drive litigation. Our firm is independent of any auditing organization and is thus not affected by Sarbanes Oxley restrictions.

- Legal Advisory

VDB Loi is a specialized transactional law firm, with a results driven approach to our clients’ commercial issues. Our legal advisers work very closely with their tax counterparts to deliver the highest standard of services available in the region.

• Corporate and commercial
• Mergers & Acquisitions (cross-border and single market)
• Projects
• Real estate
• Intellectual property (IP)
• Business licensing and registration
• Capital markets
• Trade (treaty analysis and anti-dumping)
• Compliance (including FCPA and regulatory)

- Government Relations

Advisers at VDB Loi have extensive experience in institution-building and have carried out a number of important technical assistance projects funded by multilateral institutions in Laos, Cambodia and Vietnam. We have expertise in advising on tax policy, administration, WTO accession and free-trade agreements. Our representation of multinational clients and our work for government agencies and international organizations provides us with regular access to government authorities on a basis of mutual respect and cooperation.

- Corporate Advisory

Through our specialized group entity, our dedicated team of financial professionals provides accounting and corporate advisory services in selected jurisdictions. Our scope of services includes M&A advisory, market due diligence and market entry research, feasibility studies, and deal sourcing. With a wide regional coverage in Southeast Asia’s dynamic economies, our pool of well-connected professionals and a dedicated practice in Government Relations, VDB Loi’s internationally experienced Corporate Advisory team is well placed to add value to your deal or business plan.