Transferring an investment project is a common “exit” for foreign investors: instead of terminating the project, liquidating assets and withdrawing capital, the investor transfers all project rights and obligations to the transferee. But there is a costly confusion: project transfer differs from share/capital contribution transfer. Capital transfer only changes the company’s owners; project transfer conveys the right to implement the investment project — leading to an IRC amendment, different tax obligations, and separate legal conditions for the transferee. Choosing the wrong deal structure can inflate tax costs and drag on for months.
See also the overview of investment project transfer in Vietnam.
Quick summary
| Topic | Investment project transfer in Vietnam: conditions, distinction from capital transfer, procedures and tax obligations |
|---|---|
| Key point | The project is not subject to a termination decision, no disputes over implementation rights; the transferee must meet the project’s investment conditions |
| Tax | A foreign investor’s capital transfer transaction triggers CIT — it must be priced into the deal |
| Biggest risk | Wrong structure (project vs capital), unclear valuation and tax obligations, unqualified transferee |
Project transfer vs capital transfer
| Criterion | Investment project transfer | Capital contribution/share transfer |
|---|---|---|
| Nature | Conveying the rights and obligations to implement the investment project | Conveying ownership in the company implementing the project |
| Licenses | IRC amendment (changing the project’s investor) | Enterprise registration change; possible M&A approval if subject to it |
| Post-deal party | The transferee becomes the project’s investor | The company stays the same, only owners change |
| When to use | Seller wants to exit the project; buyer wants to take over the project (with land, licenses) | Seller exits the company; buyer wants the whole company (including other projects/assets) |
A deal can combine both: capital transfer in the company together with an IRC investor change. Which structure is tax- and time-optimal depends on the project’s current status — model it before signing.
Conditions for project transfer
- The project is not subject to termination: no competent authority decision terminating project operations.
- No disputes: no disputes over project-related rights and obligations (land disputes, contracts, tax debts…).
- The transferee qualifies: meeting the investment conditions applicable to the project — market access conditions (if a conditional sector), financial capacity, and other conditions on the IRC.
- Compliance with specific transfer conditions under investment law for each project type (e.g. land-using projects).
Implementation procedures
- Due diligence: legal review of the project — IRC and amendments, land/site status, licenses, tax obligations, disputes, labor.
- Transfer agreement: the project transfer contract specifying the conveyance scope (assets, contracts, licenses, labor), price, conditions precedent, and the tax obligation mechanism.
- Administrative procedures: file the IRC amendment (investor change) with the investment registration authority; synchronize enterprise registration changes if company ownership changes — see charter capital changes for new contributions.
- Financial close: payment, declaration and payment of arising taxes; handover of assets, files, seals/digital signatures.
Deal tax and finance
- CIT on capital transfer: a foreign investor’s capital transfer income is subject to CIT; the withholding/declaration party must be specified in the contract.
- Valuation: the transfer price must reflect the project’s real value (land use rights, on-land assets, licenses); abnormally low valuations risk tax reassessment.
- Foreign exchange: payment flows and outbound capital/profit repatriation go through the direct investment capital account per regulations.
Transferee due diligence
The seller should also diligence the buyer: is financial capacity sufficient to continue the project, are market access conditions met, is there a violation history restricting investment? The most costly scenario is a deal collapsing at the licensing authority’s review — because the transferee is unqualified — after the contract is signed and deposit paid, but the IRC amendment is denied.
Legal basis
- Law on Investment No. 143/2025/QH15 (investment project transfer);
- Decree 96/2026/ND-CP guiding the Law on Investment No. 143/2025/QH15;
- Law 76/2025/QH15 amending the Law on Enterprises;
- Decree 168/2025/ND-CP on enterprise registration;
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance;
- CIT law on capital transfer and foreign exchange management.
FAQ
What are the conditions for project transfer?
The project is not subject to a termination decision, no disputes over project implementation rights, and the transferee meets the project’s investment conditions.
How do project transfer and share transfer differ?
Project transfer conveys the right to implement the investment project (IRC amendment); share transfer conveys capital in the company implementing the project (enterprise registration change). A deal can include both.
Is project transfer taxable?
Yes. Capital transfer income is subject to CIT; the contract must specify which party handles declaration and payment.
Can the buyer be a new foreign investor?
Yes, if meeting the project’s investment conditions (market access conditions, financial capacity…). The investment registration authority reviews this at the IRC amendment.
Can a suspended project be transferred?
In principle yes if transfer conditions are met; in practice buyers usually require clarity on suspension reasons and outstanding obligations during due diligence.
When should a lawyer be involved?
From the start — when designing the deal structure (project vs capital), legal due diligence, negotiating tax terms and conditions precedent. Restructuring after signing costs many times more.
