When this route applies
- The investor takes over all or part of an existing investment project from its current investor (as opposed to buying the company that owns it: for that, see R5 / R6).
- Common for real estate, energy and industrial projects.
- The project must be transferable (in force, not subject to termination, land conditions met) and the foreign transferee must itself meet market-access and land-holding conditions (confirm conditions under the 2025 Investment Law, the Land Law and, for property projects, the Real Estate Business Law with counsel).
Step-by-step roadmap
Project legal due diligence
- Authority
- No filing: internal analysis
- Investor action
- Review approvals, IRC, land title and charges, construction status, schedule compliance, financing, encumbrances
- Documents
- Project data room
- Dependency
- None
- Output
- DD report
- Can next step start?
- Yes
- Critical issue
- Schedule breaches by the seller can taint the project.
Land / project eligibility
- Authority
- No filing: internal analysis
- Investor action
- Confirm the project can be transferred and that a foreign-invested transferee can hold this land
- Documents
- Land documents; approval decisions
- Dependency
- Step 1
- Output
- Eligibility conclusion
- Can next step start?
- Yes
- Critical issue
- Case-specific legal review required.
Decide the transferee vehicle
- Authority
- No filing: internal analysis
- Investor action
- New project company or existing Vietnam entity
- Dependency
- Step 2
- Output
- Structure paper
- Can next step start?
- Yes
- Critical issue
- A new vehicle follows R1 for its ERC.
Transfer agreement
- Investor action
- Negotiate and sign, conditional on regulatory steps
- Documents
- Project transfer agreement
- Dependency
- Steps 1-3
- Output
- Signed conditional agreement
- Can next step start?
- Yes
- Critical issue
- Allocate land charges, taxes and schedule risk.
Investment approval / IRC adjustment where required
- Authority
- Investment registration authority (and the approving authority if the project had Investment Policy Approval)
- Investor action
- File for adjustment to record the new investor
- Documents
- Application; transfer agreement; transferee's legal and financial documents; project status report (confirm list with counsel)
- Dependency
- Step 4
- Output
- Adjusted approval / IRC naming the transferee
- Can next step start?
- No
- Critical issue
- If the project had Investment Policy Approval, the approval itself may need adjusting.
Land / assets transfer
- Authority
- Land registration authority; tax authority
- Investor action
- Register the transfer of land-use rights and assets; settle taxes and land charges
- Documents
- Transfer contract (notarised where required); tax receipts
- Dependency
- Step 5
- Output
- Land and assets in transferee's name
- Can next step start?
- Partly
- Critical issue
- Real estate projects: separate transfer permission may apply (confirm with counsel).
Sector licence updates
- Authority
- Sector regulator
- Investor action
- Transfer or re-issue operating licences (many are not transferable)
- Documents
- See SECTOR LICENCES
- Dependency
- Steps 5-6
- Output
- Licences in transferee's name
- Can next step start?
- No
- Critical issue
- Plan for a gap if licences must be re-issued.
Operation
- Investor action
- GO-LIVE CHECKLIST
- Dependency
- All above
- Output
- READY
- Critical issue
- Employees, contracts and permits do not move automatically in an asset deal.
Required approvals
| Approval / registration | Position on this route | Authority |
|---|---|---|
| Adjustment of Investment Policy Approval | Potentially required | Original approving authority (confirm with counsel). |
| IRC adjustment / new IRC for transferee | Potentially required | Investment registration authority |
| ERC | Required if a new vehicle is used | Business Registration Office |
| Land transfer registration | Required where land is transferred | Land registration authority |
| Sector licences | Usually re-issued. Case-specific legal review required. | Sector regulator |
Document checklist
Typical: the authority may ask for more.
- Project approvals and IRC; implementation reports
- Land-use right certificates; land lease / allocation decisions; land charge receipts
- Transfer agreement
- Transferee's legalised documents and financial capacity evidence
- Construction and environmental files of the project
Critical risks
- Project not eligible for transfer.
- Foreign transferee not permitted to hold the land in its current form.
- Hidden liabilities tied to the project (deposits, penalties, unpaid land charges).
- Non-transferable licences and PPAs / offtake contracts.
When the investor may legally start operations
The investor may start a given business activity only when ALL of the following are in place for that activity: (1) the investment procedure is complete (IRC / approval, where required); (2) the company or other vehicle legally exists (ERC or equivalent); (3) capital has been contributed through the correct account and on schedule; (4) the premises may lawfully be used for the activity; (5) construction, environmental and fire-safety steps that apply are complete; (6) every sector-specific licence for that activity has been issued; and (7) tax, invoicing and employment registrations are done. Use the GO-LIVE CHECKLIST to confirm.
Common mistakes
- Choosing an asset deal when a share deal is simpler (or the reverse) without comparing approvals and tax.
- Paying before the adjusted IRC / approval is issued.
Statutory time limits are not shown on this page. Confirm the current period and its legal basis with counsel: practical timing is usually longer than the statutory period. Legal status reviewed as of 18 September 2026.