Transferring an investment project to another investor — procedures and conditions

Transferring an investment project — selling all or part of a project to another investor instead of continuing it — is one of the most common transactions for foreign investors in Vietnam. Since 1 March 2026, these transactions are governed by the Law on Investment 2025 (No. 143/2025/QH15) and Decree 96/2026/ND-CP, which differ in several respects from the previous framework. This article explains the conditions, procedures, and dossier under current law.

1. Legal basis

• Law on Investment 2025 (143/2025/QH15), effective 1 March 2026, replacing the Law on Investment 2020: Article 34 governs investment project transfers.
• Decree 96/2026/ND-CP, effective 31 March 2026, details the dossier, order, and procedures for adjusting an investment project upon transfer (Article 57).
• For real estate business projects: the Law on Real Estate Business 2023 (Articles 40–41 on conditions for transferring all or part of a project) also applies.
• Where the transfer involves land use rights or assets attached to land: land and housing legislation applies additionally.

2. Conditions for transfer (Article 34(1), Law on Investment 2025)

An investor may transfer all or part of an investment project to another investor when all of the following conditions are met:

• (a) The project (or the transferred part) is not subject to termination under Article 36(1) and (2) of the Law (investor-decided termination, expiry of the project term, or termination by the investment registration authority).
• (b) A foreign investor receiving the transfer must satisfy the conditions in Article 21(2) — i.e., market access conditions for foreign investors.
• (c) Conditions under land, housing, and real estate business law and other relevant laws (if any).
• (d) Conditions stated in the investment policy approval document or the Investment Registration Certificate (IRC), where such documents impose specific conditions.
• (dd) State-owned enterprises transferring a project must additionally comply with the law on management and use of state capital invested in enterprises before adjusting the project.

3. Transfer procedures (Article 34(2))

• Projects approved under Article 23 of the Law on Investment 2025 or granted an IRC: the investor carries out the project adjustment procedure under Article 33. This is the most common case for FDI projects.
• Other projects: the transfer, or the transfer of asset ownership to the receiving investor, follows civil, enterprise, and real estate business law and other relevant laws.

Special case (Decree 96/2026/ND-CP, Article 57(6)): a project that received investment policy approval together with investor approval, where the investor transfers the entire project before it is put into operation or where conditions applicable to the investor change — the dossier goes to the Ministry of Finance or the investment registration authority corresponding to the policy-approval authority; the adjustment approval decision records both the transferor and the transferee.

4. Dossier for project adjustment upon transfer (Article 57(5), Decree 96/2026/ND-CP)

1. Written request for project adjustment;
2. Report on project implementation status as of the transfer date;
3. The transfer contract or in-principle contract for the partial or full transfer;
4. Legal-status documents of both the transferor and the transferee;
5. Copies of the IRC, the investment policy approval decision, and the investor approval decision (if any);
6. Copy of the BCC contract (for BCC-form projects);
7. Documents evidencing the transferee’s financial capacity: financial statements for the last 2 years, or audited owner’s-equity report, or parent-company/financial-institution support commitments, or a financial-capacity guarantee.

5. Notable new point in the Law on Investment 2025

For the first time, the Law on Investment 2025 allows adjustment of a project’s operating term upon transfer — a breakthrough compared with the old law. Conditions include: the project was implemented before 1 March 2026 (the date the Law on Investment 2025 took effect); a land use right certificate has been granted and land-related financial obligations completed; the project is not subject to termination; and the remaining operating term cannot meet the transferee’s financial or business investment plan.

6. Distinguish: project transfer vs. capital transfer

These two transactions are often confused, but their legal consequences differ fundamentally:

• Investment project transfer: the object is the project (rights and obligations attached to it); the project adjustment procedure under Articles 33–34 of the Law on Investment 2025 applies.
• Capital transfer (contributed capital/shares in the enterprise implementing the project): an M&A transaction at the enterprise level, subject to capital transfer tax and possibly the capital-contribution/share-purchase registration under Article 21 of the Law on Investment 2025.

In practice, one exit deal may combine both — the transaction structure and overall tax should be calculated before signing.

7. Practical recommendations

• Transferees should conduct full due diligence: the project’s legal status, land obligations, sub-licenses, disputes, and — critically — their own market access conditions (Article 21(2)).
• Transferors should review any transfer restrictions in the policy-approval document/IRC — many projects carry time-limited transfer restrictions.
• Prepare a tight in-principle contract before filing the adjustment dossier, since the investment registration authority will examine the Article 34(1) transfer conditions before deciding.
• For real estate projects: check the conditions in Articles 40–41 of the Law on Real Estate Business 2023 in parallel.

Content drafted by the FLAW AI Legal Council, pending QA Council review before approval. This article is for general information only and does not replace legal advice for any specific case.