When a BCC ends — whether by natural expiry or early termination — the parties enter the most dispute-prone phase of the entire cooperation: liquidation. There is no legal entity to dissolve and no company-law liquidation board to lean on; common assets must be inventoried, debts paid in sequence, tax finalised, and only then can the remainder be divided. A BCC that drafted its liquidation clause carefully at signing closes within months; one that left the clause empty can litigate for years over a single asset list.
The liquidation sequence: inventory, pay debts, finalise, then divide
Step one is an inventory record of everything used in the joint activity: assets each party contributed, assets bought from the common fund, receivables and payables with third parties — every asset must be tied to its origin, because origin decides each party’s rights on division. An asset a party contributed for use while keeping ownership returns in principle to that party; co-owned assets under the Civil Code 91/2015/QH13 are divided by ownership share, in kind where division does not destroy value, or sold with the proceeds split. Step two is paying the joint activity’s debts to third parties and to the state budget — this order cannot be reversed: dividing assets before paying debts exposes the receiving party to later claims and recovery actions. Step three is tax finalisation of the whole BCC activity under the Law on Tax Administration 108/2025/QH15, including the final-period income allocated to each party and the foreign party’s obligations before its remainder is remitted abroad. Only after those three steps is what remains divided by the contract’s sharing ratio, recorded in liquidation minutes signed by all parties as the basis for closing the file.
Liquidation disputes: three hot spots and how to pre-lock them
The first hot spot is valuing assets that cannot be divided in kind: specialised machinery, project land use rights, software and customer data — each party values them its own way. The pre-lock is a valuation mechanism written into the contract: an independent valuation organisation chosen jointly by the parties, whose certificate value is binding. The second hot spot is hidden liabilities: guarantees, long-term purchase commitments, warranty duties to customers and tax that may be reassessed for past periods — obligations not yet on the books at liquidation day but certain to surface later. The liquidation agreement should hold back a reserve amount or take the parties’ guarantees for a fixed period to absorb late-arising obligations. The third hot spot is intangibles and data: jointly used brands, customer lists, technical documents — parties often forget to agree who may keep using them after the BCC ends, and this is the longest-running source of disputes because their value lies in continued exploitation. If the parties cannot agree the liquidation themselves, the dispute goes to arbitration or court under the dispute clause, but a detailed liquidation agreement is always cheaper than years of litigation over an asset list nobody inventoried at the start.
Frequently asked questions
1. How are common assets divided when a BCC is liquidated?
First inventory and establish each asset’s origin: an asset contributed by one party that kept ownership returns to that party; co-owned assets are divided by ownership share under the Civil Code 2015, in kind where possible, otherwise sold with proceeds split. Only what remains after all debts are paid and tax finalised is divided by the contract ratio.
2. How do tax and financial finalisation work in a BCC liquidation?
The whole joint activity must be finalised under the Law on Tax Administration 108/2025: results to the termination date are determined, the final income shares allocated to each party, and the foreign party’s obligations completed before money is remitted abroad. Without confirmation of completed tax duties, the project termination file on the IRC cannot close.
3. How are liquidation disputes handled?
Prefer the mechanisms already in the contract: independent valuation for assets that cannot be divided in kind, and a holdback reserve for late-arising obligations. Failing agreement, the dispute goes to arbitration or court under the BCC’s dispute clause.
4. Can assets be divided first and debts paid later?
That should not be done and is legally risky: the correct order is paying third-party and budget debts first, dividing the remainder after. Dividing first leaves assets already in a party’s hands exposed to claims for unpaid joint debts, and the recipient may bear liability for them.
5. Who may keep using the brand and customer data after liquidation?
Only as agreed: if the contract and liquidation minutes are silent, neither party automatically owns exclusive exploitation of the jointly used brand or the joint activity’s customer data. This must be negotiated expressly at liquidation, with confidentiality and non-compete terms if needed.
Key takeaways for investors
- The liquidation order cannot be reversed: inventory, pay debts, finalise tax, then divide the rest.
- An asset’s origin decides how it is divided — the inventory must tie every asset to its origin.
- Independent valuation and a holdback reserve are the two most effective dispute locks.
- Brands and customer data belong to no party by default — they must be agreed at liquidation.
This article has been quality-reviewed by the FLAW AI Legal Council