A business cooperation contract in Vietnam (BCC) is a contract between investors to do business together and share profits or products without setting up a new company or other economic organisation (Article 3(14) of the Investment Law 143/2025/QH15, in force since 1 March 2026). The answer to most questions depends on who signs. A BCC between domestic investors is a civil contract and needs no investment licence. A BCC with a foreign investor must go through the procedure for an investment registration certificate (IRC) (Article 22(1) and (2)). The main contents of the contract are set by Article 77(4) of Decree 96/2026/ND-CP.
Many guides in English still cite Articles 27 and 28 of the 2020 Investment Law and Decree 31/2021/ND-CP. Both stopped applying on 1 March 2026 (Article 51(4) of the 2025 Law; Article 111(3) of Decree 96/2026). The accounting, tax administration and foreign exchange rules that touch a BCC have also been replaced in the past year. This guide uses the texts in force on 12 October 2026, walks through the clauses and ends with an illustrative example.
What is a business cooperation contract in Vietnam, and which laws apply?#
In a business cooperation contract in Vietnam, each party contributes money, assets or work to a joint activity, keeps its own legal personality, and the joint activity has no legal entity of its own. It is one of the five forms of investment in Article 18 of the Investment Law. Two layers of law apply:
- The Investment Law and Decree 96/2026 regulate the BCC as a form of investment: the definition, the IRC, the coordination board, the foreign party's operating office and the minimum contents.
- The Civil Code 91/2015/QH13, Articles 504 to 512 (cooperation contracts) supply default rules where the contract is silent: common property, who represents the parties, liability, withdrawal, admission of new members and termination. A cooperation contract must be in writing (Article 504(2)). A BCC between domestic investors follows civil law (Article 22(1) of the Investment Law), so for that kind of BCC contract these articles are the main framework.
If you are working from an older memo, this map shows where each rule now sits:
| Topic | Older text often cited | Text in force |
|---|---|---|
| Definition | Article 3(14), Investment Law 61/2020/QH14 | Article 3(14), Investment Law 143/2025/QH15 |
| IRC, coordination board | Article 27, 2020 Law | Article 22, 2025 Law; Article 77, Decree 96/2026 |
| Contents of the contract | Article 28, 2020 Law | Article 77(4), Decree 96/2026 |
| Operating office | Article 49, 2020 Law; Decree 31/2021 | Article 37, 2025 Law; Articles 78 to 80, Decree 96/2026 |
| Accounting | Circular 200/2014/TT-BTC | Circular 99/2025/TT-BTC, from 1 January 2026 (Article 31(1)) |
| Investment capital account | Circular 06/2019/TT-NHNN | Circular 38/2026/TT-NHNN, from 18 August 2026 (Article 18) |
| Tax filing on behalf of individual partners | Decree 126/2020/ND-CP | Decree 252/2026/ND-CP, from 1 July 2026 (Article 74) |
Business cooperation contract in Vietnam, joint venture company or framework agreement?#
Foreign investors usually weigh a business cooperation contract in Vietnam against a joint venture company or a plain long-term supply agreement. The last row is our view, not a rule.
| BCC | Joint venture company | Framework agreement | |
|---|---|---|---|
| New legal entity | No | Yes | No |
| Relationship | Joint contribution, joint benefit, joint responsibility (Article 504(1) Civil Code) | Members or shareholders | Buyer and seller, or customer and supplier |
| Foreign investor involved | IRC required (Article 22(2)) | Set-up or capital contribution procedure (Articles 19 and 21) | Not a form of investment |
| Liability to third parties | Common property first, then each party's own assets in proportion to its contribution, unless the contract or law says otherwise (Article 509) | Limited to capital (limited liability and joint stock companies) | Each party for itself |
| Suits | Time-limited projects using a partner's existing assets | Long-term business with its own organisation | Repeat trading without profit sharing |
A deal that is only buying and selling under purchase orders is not a BCC; see our handbook entry on the framework agreement in Vietnam. The parties to a BCC may agree to use assets created by the cooperation to set up a company later (Article 22(4) of the Investment Law; Article 77(5) of Decree 96/2026). If you want a company from day one, see setting up a foreign-owned company in Vietnam and the terms a joint venture agreement in Vietnam should cover.
When does a business cooperation contract in Vietnam need an IRC?#
For a business cooperation contract in Vietnam, the Investment Law distinguishes a "foreign investor" (an individual of foreign nationality or an organisation established under foreign law, Article 3(19)) from a foreign-invested company already established in Vietnam.
| Parties to the BCC | IRC needed? | Basis |
|---|---|---|
| Vietnamese companies or individuals only | No; may apply voluntarily | Article 22(1); Article 26(2)(a) and (4) |
| A foreign-invested company with 50% or less foreign ownership | No; domestic investor rules apply | Article 20(2); Article 26(2)(b) |
| A foreign-invested company with more than 50% foreign ownership | In our reading, yes (see below) | Article 26(1)(b); Article 16(1)(b) and Article 104(2) of Decree 96/2026 |
| A foreign investor | Yes | Article 22(2); Article 26(1)(a) |
The third row is not spelled out. Article 22(2) mentions only foreign investors, and Article 20(1) of the Law does not list BCCs among the activities for which a majority foreign-owned company is treated as a foreign investor. However, Decree 96/2026 applies the list of sectors with restricted market access to such a company when it invests through a BCC (Article 16(1)(b)). Article 104(2) also requires such companies formed before 1 March 2026 to follow foreign investor procedures when they enter into a BCC. Projects of these companies are subject to an IRC (Article 26(1)(b) of the Law). Confirm the position with the investment registration authority before signing; on how ownership thresholds work, see what an FDI company in Vietnam is.
The IRC procedure for a BCC with a foreign investor. Article 77(2) of Decree 96/2026 refers to Article 38 (projects subject to investment policy approval) and Article 39 (all other projects). Under Article 39 the investor files one set of documents with the contents in Article 32(1), which include the BCC contract itself (point g). The IRC is issued within 10 working days of a valid file if the project is not in a prohibited sector, has a site, fits the plans, meets the market access conditions for foreign investors and meets the other conditions in Article 39(3), such as investment per land area and technology where they apply (see conditional business lines in Vietnam). The authority is the management board for projects inside an industrial park, export processing zone, high-tech park or economic zone, and the provincial Department of Finance outside them; projects in two or more provinces follow Article 27(3) of the Law. For background, see what an IRC is.
Because the BCC contract is part of the file, it must be signed before filing. The Investment Law does not tie the contract's effectiveness to the IRC, so by default it takes effect when it is concluded (Article 401(1) of the Civil Code). A safe approach is to make the contribution and implementation obligations conditional on the IRC being issued (a conditional transaction under Article 120 of the Civil Code). Once the IRC is issued, changes to the objectives, capital, schedule or investors require an IRC amendment, and the project has periodic investment reporting obligations.
Can a Vietnamese company sign a BCC with an individual? Yes. A cooperation contract is an agreement "between individuals and legal entities" (Article 504(1) of the Civil Code). With a Vietnamese individual it is a civil contract with no IRC; a foreign individual is a foreign investor, so an IRC is needed. Tax changes, though: under Article 22(2)(b) of Decree 252/2026/ND-CP, an organisation in a business cooperation with an individual declares value added tax on the whole revenue of the cooperation, whatever the sharing method, and files and pays personal income tax on the individual's behalf. The exception is an individual who is a household business or individual business already operating in the same line; each party then files for its actual share. The individual's income is business income (Article 3(1)(c) of the Law on Personal Income Tax 109/2025/QH15, in force from 1 July 2026).
Coordination board, operating office and capital account for a BCC with a foreign investor#
A coordination board is mandatory. The parties to a business cooperation contract in Vietnam set up a coordination board to perform the contract, and they agree its functions, duties and powers (Article 22(3) of the Investment Law; Article 77(3) of Decree 96/2026). The law sets no size, voting rule or registration requirement for the board, so all of that must be written into the BCC contract.
An operating office is optional for the foreign party. A foreign investor in a BCC may set up an operating office (also translated as "executive office") in Vietnam to perform the contract. It has a seal, may open accounts, hire staff, sign contracts and do business within the scope of the BCC and its registration certificate (Article 37(1) and (2) of the Investment Law). Under Decree 96/2026:
- Registration (Article 78): file with the investment registration authority where the operating office will be located: a registration form, the investor's decision to establish the office, a copy of the decision appointing its head and a copy of the BCC contract. The certificate is issued within 10 working days.
- Amendment (Article 79): within 7 working days of the file.
- Closure (Article 80): notify within 7 working days of the closure decision, with the list of creditors and debts paid, the list of employees whose entitlements have been settled, tax and social insurance clearance, copies of the IRC and the BCC contract; the certificate is withdrawn within 10 working days.
Article 78 does not say the IRC must come first, but the closure file includes a copy of the IRC; ask the authority if you want to file both at once. An operating office counts as a commercial presence for the work permit exemption for intra-company transferees (Article 7(13)(b) of Decree 219/2025/ND-CP; see what a work permit in Vietnam is).
One investment capital account per BCC. Circular 38/2026/TT-NHNN applies to foreign investors in a BCC (Article 2(3) and Article 6(2)). A foreign investor in several BCCs must open a separate investment capital account for each contract (Article 7(2)). Contributions are made on the basis of the BCC contract (Article 4(1)). Payments for the transfer of a project under a BCC between residents and non-residents, or between non-residents (Article 10(2)), and remittance of profits abroad (Article 12(1)) go through this account.
Drafting a business cooperation contract in Vietnam: the clauses that matter#
Article 77(4) of Decree 96/2026 lists seven main contents: the parties and their authorised representatives; objectives and scope; contributions and the division of results; schedule and term; rights and obligations; amendment, transfer and termination; liability for breach and dispute resolution. The parties may add anything that does not contravene the law (Article 77(6)). These are headings only. Below is what to write under each, and which Civil Code default applies if you leave it out.
Parties, objectives and scope#
State each party's legal name, the signatory and the source of the signatory's authority (see what a legal representative in Vietnam is). Keep the objective narrow, naming the products or services, the location and the customers, so that BCC revenue can be separated from each party's own business. For a project with an IRC, the objectives and site must match the registered file.
Contributions#
List each contribution: cash, equipment, premises, technology, staff. State its value, the date it is due and whether it becomes common property or stays with the contributor. Without such terms, the Civil Code applies:
- Assets contributed or created together are common property in shares; a party that pays its cash contribution late owes interest under Article 357 and damages (Article 506(1)).
- Disposing of land use rights, factories or other means of production needs the written agreement of all members (Article 506(2)).
- Common property may not be divided before the contract ends unless all members agree (Article 506(3)).
Division of results#
This is the clause that drives everything else. Circular 99/2025/TT-BTC recognises four methods: sharing revenue, sharing products, sharing after-tax profit according to results, or a fixed return that does not depend on results (Annex II, item 1.2).
| Method | Write into the contract | Accounting consequence (Circular 99) |
|---|---|---|
| Revenue | Which revenue counts, the ratio, the reconciliation period, who sells and invoices | Each party records its share from the allocation table prepared by the party keeping the BCC accounts (item 1.5.2) |
| Products | Quantity, specification, delivery time and place | Product allocation table and delivery note (item 1.5.2) |
| After-tax profit | Who keeps the books, invoices and files tax; how profit and losses are computed | One party is appointed to account for all BCC transactions, issue invoices and file tax (item 1.5.3) |
| Fixed return | Amount or formula, payment dates | The recipient accounts for it as a lease or a loan (item 1.6) |
A fixed return deserves care. The recipient does not share the business risk, and Circular 99 itself treats the return as lease income or interest. If a BCC is in substance a lease of premises or a loan under another name, note that the Investment Law lets the authority terminate a project where the investor operates on the basis of a sham civil transaction (Article 36(2)(g)). This is our risk assessment; the law gives no test for when such a BCC would be treated as a sham.
Management and authority to bind the parties#
Set the number of board seats for each party, the reserved matters that need unanimity, a deadlock mechanism, and who signs with customers and suppliers, up to what limit. If no representative is appointed, all members must jointly enter into transactions unless agreed otherwise; a transaction made by the appointed representative binds all members (Article 508(2) and (3)). Because liability can reach each party's own assets (Article 509), the representative's limits matter.
Term, withdrawal and transfer#
A project with an IRC may run for up to 70 years inside an economic zone and 50 years outside one, with some projects outside allowed up to 70 years (Article 31(1) and (2) of the Investment Law), and may be terminated if its objectives are still not achieved 24 months after the scheduled date (Article 36(2)(b)).
The Civil Code lets a party withdraw only on the conditions set in the contract, or for a legitimate reason with the consent of more than half of all members (Article 510(1)). If the contract sets no conditions, only the second route is left; in a two-party BCC that means the other party's consent. Withdrawing outside these cases is a breach (Article 510(3)). Admitting a new member also needs the consent of more than half of the members (Article 511). Write in a right of first refusal and a valuation method for a party's interest.
For a project with an IRC, transferring a party's interest is a transfer of an investment project (Article 34 of the Investment Law), and the file includes a copy of the BCC contract (Article 57(5)(e) of Decree 96/2026); see our investment project transfer service. An individual transferring a capital share in a BCC is taxed on income from capital transfer (Article 10(1) of Decree 253/2026/ND-CP); see capital transfer tax in Vietnam.
Termination, breach and disputes#
A cooperation contract ends by agreement, on expiry, when its purpose is achieved, by decision of a competent authority and in other cases provided by law; on termination, debts are paid first and remaining common property is divided in proportion to contributions unless agreed otherwise (Article 512). For a project with an IRC, the investor terminates the project on the conditions in the contract (Article 36(1)(b) of the Investment Law). List early-termination triggers (no IRC within a set period, failure to contribute, prolonged deadlock) and how contributed assets that were not transferred are returned.
A penalty for breach exists only if the parties agree it (Article 418(1) of the Civil Code); see penalty for breach of contract in Vietnam. Arbitration covers disputes arising from commercial activities or where at least one party conducts commercial activities (Article 2 of the Law on Commercial Arbitration); the arbitration agreement must be in writing and is independent of the contract (Articles 16 and 19). The forum depends on who the parties are. A business cooperation contract in Vietnam between domestic investors only goes to Vietnamese arbitration or a Vietnamese court. Where at least one party is a foreign investor or a more-than-50% foreign-owned company, the parties may also choose foreign or international arbitration (Article 13(2) and (3) of the Investment Law) and may agree on a foreign governing law if that does not contravene Vietnamese law (Article 4(6) of the Investment Law; Article 14(2) of the Law on Commercial Arbitration; Article 683(1) of the Civil Code). But the transfer of rights in real estate and leases of real estate are governed by the law of the place where the property is located (Article 683(4)), so a contribution of Vietnamese land or premises remains subject to Vietnamese law on that point. See commercial arbitration in Vietnam.
Tax, invoicing and accounting for a BCC contract#
Corporate income tax. Income from a business cooperation contract in Vietnam is "other income" subject to corporate income tax (Article 3(2)(l) of the Law on Corporate Income Tax 67/2025/QH15). For business under a BCC, taxable revenue is the revenue from goods and services under the contract; where results are shared as revenue, each party's taxable revenue is its share; where they are shared as products, it is the revenue from the products allocated to each party (Article 8(3)(l), (l1) and (l2) of Decree 320/2025/ND-CP). Article 8 has no specific point for after-tax profit sharing, so agree the treatment with the tax authority first. For the general method, see how to calculate corporate income tax in Vietnam.
Who issues invoices? Sales to customers need invoices; the question is which party issues them. Under after-tax profit sharing, the appointed party issues invoices and files tax (Circular 99, Annex II, item 1.5.3). With an individual partner, the organisation declares VAT on the whole revenue (Article 22(2)(b) of Decree 252/2026), so in practice the organisation invoices customers. The texts we checked do not say whether the parties must invoice each other when revenue is allocated between them, so write the mechanism into the contract and ask the tax office before revenue arises.
Accounting under Circular 99/2025/TT-BTC, which replaces Circular 200/2014 for financial years beginning on or after 1 January 2026 (Article 31(1)). Its main BCC rules (Annex II, section on accounting for business cooperation contracts):
- A party receiving cash or assets contributed by other parties records them as liabilities, never as equity (item 1.3).
- Each company decides from the terms and substance of the contract whether it has joint control (item 1.4); jointly controlling parties account under jointly controlled assets, jointly controlled operations or after-tax profit sharing (item 1.5).
- A party without joint control whose return depends on results uses Account 2281; a fixed return is accounted for as a lease or a loan (item 1.6).
- A BCC worth 10% or more of the company's total BCC value must be disclosed in detail in the financial statements (item 1.7).
For a BCC without joint control still running when the Circular took effect, a contributing party that does not keep the BCC accounts moves the balance from Account 138 to Account 2281 (Article 29).
Illustrative example: a business cooperation contract in Vietnam with a foreign partner#
This scenario was built by LexData for illustration; it is not a client matter.
Company A, wholly Vietnamese-owned, holds a long-term lease of a factory outside any industrial park. Company B, incorporated abroad, owns a packaging line and has export customers. They want to cooperate for three years without forming a company: A contributes the factory and operating staff, B contributes the line (which it keeps owning) and working capital. Revenue is split 60/40.
- Procedure. B is a foreign investor, so this business cooperation contract in Vietnam needs an IRC. Check whether the sector has market access restrictions and whether the project needs investment policy approval.
- Contract. State that the line is not transferred, its agreed value and the cash contribution schedule; make contributions conditional on the IRC; give either party a right to terminate if no IRC is issued within an agreed period.
- IRC. File under Article 32(1) of Decree 96/2026, with the BCC contract, at the provincial Department of Finance where the factory is located (Article 27(2) of the Investment Law).
- Capital account. B opens an investment capital account for this BCC only and pays its cash contribution through it (Article 7(2) of Circular 38/2026/TT-NHNN).
- Operation. The coordination board has two members from A and one from B; the production plan and budget need both parties' approval. A sells, invoices and keeps the BCC accounts, issuing a monthly allocation table for revenue and shared costs. B registers an operating office only if it needs to hire or sign contracts in Vietnam.
- Tax. A's taxable revenue for corporate income tax is its share of revenue (Article 8(3)(l1) of Decree 320/2025). B has no entity in Vietnam, so the mechanism for B's tax (registering and filing itself, or A filing on its behalf) must be settled with the tax authority before revenue starts.
- Exit. B takes back the line; remaining common property is divided after debts are paid; the parties terminate the project with the investment registration authority, or use the assets created to form a company if they want to continue (Article 22(4) of the Investment Law).
Business cooperation contract in Vietnam: frequently asked questions#
Does a BCC contract need notarisation? The Civil Code only requires a cooperation contract to be in writing (Article 504(2)); Article 22 of the Investment Law and Article 77 of Decree 96/2026 add no notarisation requirement. If the BCC includes land or housing transactions, check the sector rules on the form of those transactions.
Is there an official template? The Investment Law and Decree 96/2026 do not issue one, and we have not found an official template elsewhere. The minimum is the seven items in Article 77(4) of Decree 96/2026; the value of the contract lies in the sharing method, the coordination board, withdrawal and termination terms discussed above.
Does a BCC have its own seal or bank account? The joint activity is not a legal entity, so it has no seal of its own. The foreign party's operating office has a seal and may open accounts (Article 37(2) of the Investment Law), and the foreign party needs an investment capital account for the BCC, a separate one for each contract (Articles 6(2) and 7(2) of Circular 38/2026/TT-NHNN).
If you are negotiating a business cooperation contract in Vietnam, our commercial contracts service covers drafting and review. For a BCC with a foreign investor, the IRC, capital account and operating office work sits within our foreign investment services.
