A BCC party wants to exit and hand its position to another investor: in contract terms, that is two different transactions merged into one question. Assigning rights — the right to receive profit shares, the right to sit on the coordination board — follows the Civil Code’s assignment of claims mechanism. Assigning obligations — capital still to be contributed, operating duties, guarantee duties — touches the personal trust between the original partners directly, so the law adds a gate: the consent of the other party. Confusing the two mechanisms is the error that gets many BCC partner-substitution deals partially invalidated.
Rights move more freely than obligations
Under Article 365 of the Civil Code 91/2015/QH13, the party holding a right in an obligation relationship may assign its claim to a substitute, except for rights attached to the person or where law or agreement prohibits assignment; assignment of rights in principle does not need the obligor’s consent, but the obligor must be notified in writing. By contrast, Article 370 requires the obligee’s consent to assign obligations — in a BCC, that means the exiting party must obtain the remaining party’s approval for a third party to step into its position, because the remaining party chose its partner based on that party’s specific financial capacity, technology and reputation. Careful drafting practice goes further than the law: a good BCC carries a comprehensive transfer restriction — no assignment of either rights or obligations without prior written consent, plus a right of first refusal for the remaining party on equivalent terms. Where the contract has such a clause, an assignment signed with a third party without consent is ineffective against the remaining party, even though the deal between assignor and assignee still exists between those two.
The substitution procedure: from the partner’s consent to the IRC amendment
The standard process has four steps. Step one: check the BCC’s transfer restriction clause and obtain the remaining party’s written consent, with the third party’s capacity dossier so the remaining party has a basis for assessment. Step two: sign a tripartite assignment or novation agreement under which the third party undertakes to inherit all rights and obligations from the effective date, and the parties fix the financial figures, capital contributed and capital outstanding at the handover point. Step three: for a BCC project with a foreign investor, changing the project investor requires amending the Investment Registration Certificate under the Law on Investment 143/2025/QH15; the registration authority will review market access conditions for the new investor as for a fresh investment — a third party in a restricted sector can cause the amendment to be refused. Step four: settle the transaction’s tax: the assigned interest has economic value, the assignor earns transfer income and must declare tax under the Law on Corporate Income Tax 67/2025 or the Law on Personal Income Tax 109/2025/QH15 depending on its status, and the agreement should state which party bears that tax and the liability for reassessments relating to the period before handover.
Frequently asked questions
1. Can BCC rights and obligations be assigned to a third party?
Yes, but the two parts must be separated: assigning claims under Article 365 of the Civil Code 2015 in principle only requires notice to the obligor; assigning obligations under Article 370 requires the obligee’s consent — the remaining BCC party. The contract may restrict further with a no-assignment-without-consent clause.
2. Is the other party’s consent required?
It is mandatory for the obligations part. For rights, the law only requires notice, but if the BCC has a transfer restriction clause — which it almost always should — both rights and obligations need the remaining party’s prior written consent.
3. What is the assignment procedure?
Four steps: obtain the remaining party’s written consent with the third party’s capacity dossier; sign an assignment or novation agreement and fix figures at handover; amend the IRC if the project investor changes; and declare tax on the assignor’s transfer income.
4. Must the third party meet market access conditions?
Yes, if the project holds an IRC and sits in a sector conditional for foreign investors: on amending the IRC, the registration authority reviews the new investor as for a fresh investment. A third party that fails the conditions can cause the amendment to be refused.
5. How is tax computed on assigning a BCC interest?
The assignor earns income from transferring an economic interest in the BCC and declares tax by its status — the Law on Corporate Income Tax 67/2025 for organisations, the Law on Personal Income Tax 109/2025 for individuals. The agreement should allocate who bears this tax and liability for reassessments of the pre-handover period.
Key takeaways for investors
- Rights need only notice; obligations require the other party’s consent under Article 370 of the Civil Code.
- A good BCC always carries a transfer restriction with a right of first refusal.
- Changing the foreign investor triggers an IRC amendment and a fresh market access review.
- Fix figures and allocate tax liability at the handover point in a tripartite document.
This article has been quality-reviewed by the FLAW AI Legal Council