When this route applies
- The investor cooperates with one or more partners under a contract to share profit or product, WITHOUT creating a new legal entity.
- A BCC involving a foreign investor requires an IRC (confirm under the 2025 Investment Law with counsel).
- Used in sectors where a contractual structure is customary or where a company is not possible or not wanted (for example some telecom, oil and gas and media arrangements).
Step-by-step roadmap
Market-access check
- Authority
- No filing: internal analysis
- Investor action
- As in R1: market-access conditions apply to BCCs too
- Documents
- Business description
- Dependency
- None
- Output
- Go / no-go
- Can next step start?
- Yes
- Critical issue
- A BCC is not a way around ownership caps. Case-specific legal review required.
Investment Policy Approval (if applicable)
- Authority
- Approving authority (confirm with counsel).
- Investor action
- As in R2
- Documents
- As in R2
- Dependency
- Step 1
- Output
- Approval decision
- Can next step start?
- No
- Critical issue
- Only for projects in approval categories.
Agree BCC terms
- Investor action
- Negotiate the contract: contributions, profit / product sharing, management, term, exit
- Documents
- Agreed-form or signed BCC (conditional on IRC)
- Dependency
- Step 1
- Output
- BCC in agreed form
- Can next step start?
- Yes
- Critical issue
- A BCC normally forms part of the IRC dossier.
IRC
- Authority
- Investment registration authority
- Investor action
- File the IRC dossier with the BCC
- Documents
- Application; project proposal; BCC; investor documents; financial capacity
- Dependency
- Steps 2-3
- Output
- IRC
- Can next step start?
- Yes
BCC execution / effectiveness
- Investor action
- Sign or bring the BCC into effect
- Documents
- BCC
- Dependency
- Step 4
- Output
- BCC in force
- Can next step start?
- Yes
Coordination mechanism
- Investor action
- Set up the coordination board agreed in the BCC; define authority and reporting
- Documents
- Coordination board rules
- Dependency
- Step 5
- Output
- Coordination board operating
- Can next step start?
- Yes
- Critical issue
- The board is not a legal entity; contracts are signed by a party.
BCC operating office (if needed)
- Authority
- Investment registration authority
- Investor action
- Foreign party registers an operating office in Vietnam
- Documents
- Registration dossier (confirm list with counsel)
- Dependency
- IRC
- Output
- Operating office registration certificate
- Can next step start?
- Yes
- Critical issue
- The office may have a seal, account and staff within the BCC's scope (confirm with counsel).
Capital and banking
- Authority
- Licensed bank in Vietnam
- Investor action
- Open the appropriate capital account for BCC funds
- Documents
- IRC; BCC
- Dependency
- IRC
- Output
- Funds channelled correctly
- Can next step start?
- Yes
- Critical issue
- See FX & CAPITAL.
Sector approvals and operation
- Authority
- Sector regulator; tax
- Investor action
- Obtain sector licences (often held by the Vietnamese party); agree tax accounting method; GO-LIVE CHECKLIST
- Dependency
- All above
- Output
- READY
- Critical issue
- Tax treatment of BCCs needs early agreement between the parties.
Required approvals
| Approval / registration | Position on this route | Authority |
|---|---|---|
| IRC | Required where a foreign investor is a party (confirm with counsel). | Investment registration authority |
| Investment Policy Approval | Only if the project is in an approval category | Confirm with counsel |
| ERC | Not applicable: no new company | Confirm with counsel |
| Operating office registration | Optional: if the foreign party needs a presence | Investment registration authority |
| Sector licences | Case-specific legal review required. | Sector regulator |
Document checklist
Typical: the authority may ask for more.
- BCC (with the mandatory contents required by the Investment Law; confirm with counsel)
- Legalised investor documents; financial capacity evidence
- Project proposal
- Operating office registration dossier (if used)
Critical risks
- No limited liability shield: parties are exposed directly.
- Licences held by only one party; dependence on the partner.
- Tax, invoicing and accounting complexity.
- Exit and asset ownership unclear unless drafted carefully.
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
- Using a BCC to avoid market-access limits.
- Starting cooperation before the IRC.
- Leaving the coordination board's powers vague.
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.