Transferring an investment project in Vietnam is more complex than an ordinary share purchase. Investors need to check the transfer conditions, the project’s legal status, land use rights or location, licences, financial obligations, contracts and personnel attached to the project.
For foreign investors, the transaction must also consider market access conditions, ownership ratios, the transferee’s capacity and the roadmap for adjusting the IRC/ERC or related licences. If only the transfer contract is signed without handling the licence layer, closing can get stuck.
This article provides a checklist for buyers, sellers and parent companies to control risks before signing and completing an investment project transfer.
Quick summary: investment project transfer
| Focus | Check the transfer conditions and align the transaction with the project licence dossier. |
|---|---|
| Parties | Transferor, transferee, the project company and foreign investors. |
| Documents to review | IRC, ERC, land/location, contracts, finance, tax, labour, disputes and sub-licences. |
| Main risk | Signing the deal but failing to complete approval or discovering hidden project liabilities. |
Table of contents
Legal basis and points to verify
For foreign investment matters, the legal answer usually depends on the filing time, the actual business line, the investor’s nationality, the project location and how the competent authority is applying the rules. This article therefore uses cautious wording and does not assume a specific authority where the location and procedure are not yet determined.
Investors should read the rules as a chain: market access conditions, investment forms, registration dossiers, corporate obligations, sectoral licences and post-operation compliance. Anything uncertain should be recorded as a legal review note to check before signing or filing.
The official sources below are the starting points for verification. When applying them to a specific dossier, also review sectoral instruments, international treaties, transitional guidance and the competent authority’s practice at the time of filing.
- Law on Investment 2025 No. 143/2025/QH15 – Government e-Portal
- Law amending and supplementing a number of articles of the Law on Enterprises 2025 – Government e-Portal
- Decree 168/2025/NĐ-CP on enterprise registration
- National Portal on Enterprise Registration – Legal instruments
- National Portal on Foreign Investment
Key legal issues
An investment project transfer can be a transfer of the whole or part of the project, or be combined with a sale of capital in the project company. The transfer object must be precisely identified to choose the right dossier and closing conditions.
The sensitive point is that a project is often attached to location, land, workshops, sectoral licences and accrued obligations. Legal due diligence must go deeper than checking existing certificates.
Pre-action checklist
- Determine whether the transaction is a project transfer, a capital transfer or a combination.
- Check the transfer conditions against the project content, business lines, location and implementation status.
- Review the IRC, ERC, land, lease contracts, sub-licences, finance, tax and labour.
- Design conditions precedent, payment, escrow, document handover and post-closing liability.
- Identify the dossiers to file for adjusting the investor, project, enterprise or related licences.
- Check disputes, debts, third-party commitments and outstanding reporting obligations.
Process
- Sign an NDA and collect the project dossier from the seller or the target company.
- Conduct legal, financial, tax, land, contract and labour due diligence.
- Prepare the risk report, closing conditions and the licence approach.
- Negotiate the transfer contract, warranties, indemnities and payment mechanics.
- File the approval/amendment dossiers, complete closing and update post-transfer operating records.
Practical notes
In practice, the biggest risk is usually not a missing form but a legal dossier that does not match the commercial decisions. An investor who leases a site, pays deposits, transfers money, appoints managers or fixes the capital ratio before a full review may have to renegotiate or explain over several rounds.
Keep a document version-control sheet. Every change in business lines, products, location, shareholders, capital or timeline can change the legal conclusion. The summary sent to the parent company should clearly separate concluded issues, assumed issues and issues needing verification with the competent authority.
For Chinese- or English-speaking companies, prepare bilingual explanations for sensitive points: sectoral conditions, capital, the capital account, signing authority, the representative, lease contracts and post-establishment licences. This keeps internal decisions aligned with the dossier filed in Vietnam.
Common risks
- The transferee does not meet market access conditions or the capacity to implement the project.
- The project is behind schedule, with land, environment, construction or reporting obligations incomplete.
- The transfer contract is not tied to approval conditions, so payment precedes the licence.
- Debts, disputes, guarantees or obligations to contractors or employees are not discovered.
- After closing, licences, banking, tax, contracts and the representative are not updated.
Dossier to prepare
- The IRC, ERC, charter, sub-licences and amendment dossiers of the project.
- Land/workshop lease contracts, construction, environment, fire-prevention and location-right records.
- Financial statements, tax records, debts, material contracts and labour documents.
- The draft transfer contract, conditions precedent, payment documents and internal decisions.
When to contact a lawyer
Not every dossier needs a lawyer for the whole process, but the situations below should be reviewed early to avoid fixing mistakes after signing, filing or suspending operations.
- Dossiers involving large capital, multiple investors, an offshore parent company or transactions to be signed on a tight deadline.
- Projects in conditional sectors, distribution, retail, manufacturing, industrial parks, data, e-commerce or fields needing sectoral licences.
- Investors adjusting, transferring, suspending or terminating an operating project, because the dossier is often tied to tax, labour, land and contracts.
- Bilingual documents, cross-border powers of attorney, parent-company reporting or explanation requests from the competent authority.
What FLAT LAW FIRM does
- Review the investment structure, dossier, licences, underlying contracts and the post-filing or post-approval obligation checklist.
- Prepare the list of issues to verify, missing documents, risks by priority and a realistic handling roadmap.
- Draft, review and coordinate documents in Vietnamese, Chinese and English for investors, parent companies and the Vietnam team.
- Support dealings with partners, lessors, target companies, competent authorities or specialist consultants when needed.
Further reading
Frequently asked questions
Are a project transfer and a capital transfer the same thing?
No. They may overlap, but the transfer objects, dossiers and legal conditions differ.
Is legal due diligence needed before signing?
It should be done before signing, or at least before significant payment, to discover project risks.
Does a foreign buyer need to check investment conditions?
Yes. The transferee still needs to meet the conditions applying to foreign investors.
Can payment be made before approval is granted?
It needs careful structuring. Payment should be tied to conditions precedent and buyer-protection mechanisms.
What needs updating after the transfer?
The IRC, ERC, sub-licences, banking, tax, contracts and corporate records may need updating.
What does FLAT LAW FIRM do?
We support due diligence, deal structuring, transfer contracts, amendment dossiers and post-closing checklists.
Talk to FLAT LAW FIRM
If you are preparing to sign contracts, file dossiers, adjust a project or restructure an investment in Vietnam, send us the business model, existing documents and expected timeline so FLAT LAW FIRM can review the next step.
Disclaimer
This article is for general legal information purposes only and does not constitute formal legal advice for any specific matter.
Sources of law and update date
The content below is standardised against official legal sources checked on 20/08/2026. The scope of application may vary by transaction type, field, location and the sectoral guiding instruments.
How to apply in practice
- Identify the transaction/matter type, the parties involved, the location and the time the rule needs to be applied.
- Compare the legal source against the dossier, sectoral conditions, licences and the guiding instruments in force.
- Keep documents, deadline milestones and the decision basis to control risks during implementation.
