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 This template puts that up front, and corrects a penalty clause exceeding the statutory cap and an out-of-date authority name.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.
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Prefer not to download? Read it here and copy the whole thing straight into your own contract. One per language, from exactly the same source as the .docx.
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.