Forms of investment: a new company, buying into an existing company, business cooperation contracts and public-private partnerships

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Article 21 of the Law on Investment lists the forms of business investment: establishing an economic organisation; contributing capital to, or purchasing shares or capital contributions in, an existing economic organisation; implementing an investment project; investing under a business cooperation contract; and other forms provided by the Government. Public-private partnership projects are governed by Law No. 64/2020/QH14 on PPP Investment. Branches and representative offices of foreign traders are not forms of investment under this law at all; they are commercial presences licensed under the Commercial Law and are covered in Branches and representative offices.

The choice between the forms is driven by four things: speed, because an acquisition can be closed in weeks where a greenfield project takes months; access, because a target may hold a licence, land or a distribution network that a new company could not obtain quickly; control and liability, because a company ring-fences liability and a BCC does not; and the sector, because some conditional lines dictate the form.

1. Establishing a Vietnamese company

Most foreign investors form a single-member or multi-member limited liability company or a joint stock company, wholly or partly foreign-owned. Before 1 March 2026 the investor had to obtain the IRC first and then register the company. Article 19 of the 2025 law and Article 72 of Decree No. 96/2026/ND-CP now also allow the company to be registered first, with an undertaking to meet the market access conditions; the IRC must follow within 12 months and the company may not implement the project or add business lines until it does. Which route to choose, the dossiers and the timelines are set out in The Investment Registration Certificate and Setting up a company step by step; the choice of company type is in Choosing a business vehicle.

2. Capital contribution or share purchase

Buying into an existing Vietnamese company, by subscribing for new capital or buying an existing holding, requires no IRC. Article 21 of the law nevertheless requires a foreign investor to register the capital contribution or share purchase with the investment registration authority, in practice the provincial Department of Finance, before the business registration office records the change of members or shareholders, in three cases.

When an acquisition must be registered under Article 21

1. Foreign ownership increases in a line with market access conditionsThe target does business in one of the 62 conditional lines in Appendix I of Decree No. 96/2026/ND-CP and the transaction increases the foreign share of its charter capital, whatever the resulting percentage.
2. Foreign ownership crosses 50%, or increases once above 50%The transaction takes the aggregate foreign holding from 50% or below to above 50%, or increases it when it is already above 50%. This is also the threshold at which the target becomes a foreign investor for its own later projects under Article 20.
3. The target holds sensitive landThe target holds land use rights on an island, in a border commune, ward or township, in a coastal commune, ward or township, or in another area affecting national defence or security, regardless of the percentage acquired.

The registration dossier contains the prescribed form (revised by Circular No. 55/2026/TT-BTC of 15 May 2026, which replaced the earlier Circular No. 25/2023/TT-BKHDT form and requires the tentative rather than the actual transaction value), the investor's legal documents, the target's enterprise registration certificate and, where sensitive land is involved, the land use right certificates and a defence and security opinion. The authority responds within 15 days of a valid dossier, confirming that the market access conditions are met; the parties then close, the target amends its enterprise registration and updates its beneficial owner declaration, and the buyer brings the price through the investment capital account. Outside the three cases the parties simply close and amend the registration.

Two further regimes apply to acquisitions. Merger control under Law No. 23/2018/QH14 on Competition requires an economic concentration above the notification thresholds to be notified to the National Competition Commission before completion; under Resolution No. 66.18/2026/NQ-CP the general thresholds are doubled from 1 July 2026 to 28 February 2027 to VND 6,000 billion in Vietnamese assets or turnover or a VND 2,000 billion transaction value, alongside a 20% combined market share test, with separate thresholds for banks, insurers and securities firms; failing to notify can cost up to 5% of relevant turnover. Tax: since 15 December 2025 a foreign corporate seller of capital in a Vietnamese company pays corporate income tax at 2% of the gross sale proceeds under Decree No. 320/2025/ND-CP, and indirect transfers are taxable; a Vietnamese corporate seller is taxed on the gain as ordinary income. The acquisition process from term sheet to completion is in Chapter 8.

3. Business cooperation contract

A business cooperation contract (hợp đồng hợp tác kinh doanh, BCC) is a contract between investors to cooperate in business and to share profits or products without establishing a company. It is used where one party contributes a licence, land, a network or a brand and the other capital or technology; in sectors where a foreign-invested company is not yet permitted or is capped, so that cooperation is the only route; and for discrete projects such as a single property development or a joint distribution programme. A BCC with a foreign party requires an IRC in the names of the parties, and the parties may establish a coordination board and an executive office in Vietnam to run the contract. Because there is no separate legal person, each party is liable for its own obligations and taxed on its own share of income, and the contract must allocate risk, accounting, the ownership of assets created and the exit. A foreign party to a BCC may open an executive office that can hold a seal, a bank account and employees. A BCC between Vietnamese investors is governed by the Civil Code and needs no IRC.

4. Public-private partnership

Infrastructure projects in which the State is the counterparty, such as roads, bridges, airports, ports, power, water, waste treatment, healthcare and education facilities and IT infrastructure, follow Law No. 64/2020/QH14 on PPP Investment, amended by Law No. 57/2024/QH15 and Law No. 90/2025/QH15 and implemented by Decree No. 243/2025/ND-CP. The 2024 and 2025 amendments removed the former minimum project sizes for most sectors, reinstated build-transfer (BT) contracts paid in land or budget funds, raised the ceiling on State capital participation above the former 50% in defined cases, and simplified investor selection for projects proposed by investors. Contract types include BOT, BTO, BOO, O&M, BTL, BLT and BT, and mixed forms. Investors are selected by open bidding, competitive negotiation or, in limited cases, direct appointment under the Law on Bidding (Law No. 22/2023/QH15 as amended by Law No. 90/2025/QH15), and a project company is established to sign the PPP contract. Foreign investors participate on equal terms but in practice bid with a Vietnamese partner, and the bankability of the contract (revenue-sharing mechanisms, foreign currency convertibility guarantees and step-in rights) is negotiated with the contracting authority. Public procurement of goods and services, as opposed to PPPs, is governed by the Law on Bidding and generally requires a foreign contractor to form a joint venture with, or subcontract to, a Vietnamese contractor (FAQ 96).