Vietnam Business Cooperation Contract (BCC) Template
The source made no mention of the Investment Registration Certificate, yet a foreign investor entering a BCC must obtain one first. This template puts that up front, and corrects a penalty clause exceeding the statutory cap and an out-of-date authority name.
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In .docx format, free and without sign-up. The Vietnamese version prevails within Vietnam; the Chinese and English versions are for comprehension.
Key compliance points
- A BCC between domestic investors needs no IRC; once any party is a foreign investor, an Investment Registration Certificate must be obtained under Article 38. Signing on the source’s terms and beginning operations means operating without investment registration.
- The statutory period for issuing an IRC is 15 days from receipt of a valid application (for projects not requiring in-principle approval). It takes longer in practice, and consular legalisation and notarised translation happen before filing and do not count towards the 15 days.
- The penalty cap is 8%, calculated on the value of the obligation breached. The source specified “10% of the total contract value” — wrong on both counts: 10% exceeds the cap, and the base was wrong.
- A BCC creates no separate legal entity, so the taxpayer must be identified in the contract. It drives invoicing, input credit and the base for distributable profit; the source merely folded tax duties into one party’s obligations.
Legal basis
| Instrument | Substance | Effective |
|---|---|---|
| Luật Đầu tư 61/2020/QH14 — Điều 27 | A BCC between domestic investors needs no IRC; one involving a foreign investor must follow Article 38 | — |
| Luật Đầu tư 61/2020/QH14 — Điều 28.1 | Mandatory contents of a BCC | — |
| Luật Đầu tư 61/2020/QH14 — Điều 38 | IRC issued within 15 days | — |
| Luật Thương mại 36/2005/QH11 — Điều 301 | Penalty not exceeding 8% of the value of the obligation breached | — |
Establish these before use
- 1Whether each party is a domestic or a foreign investor (this decides the IRC question)
- 2Whether the business scope falls within a sector restricted for foreign investors
- 3The valuation method for contributions and who declares tax
- 4Whether the agreed penalty falls within the 8% cap
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Disclaimer
This document is general reference material and does not constitute legal advice. Rules vary with sector, locality and the specific arrangement; have a Vietnamese-qualified lawyer or tax practitioner review your circumstances before relying on it. Vietnamese law changed frequently across 2025–2026 — confirm the position remains current before use.