Vietnam: Latest business cooperation contract template 2022? What are the contents of the business cooperation contract?

Main Content

• What is a business cooperation contract according to Vietnamese regulations?
• Performance of a business cooperation contract is a form of investment or not in Vietnam?
• What regulations will the business cooperation contract be implemented in Vietnam?
• What are the contents of the business cooperation contract in Vietnam?
• The latest business cooperation contract template today in Vietnam?

What is a business cooperation contract according to Vietnamese regulations?

Pursuant to Clause 14, Article 3 of the Law on Investment 2020 stipulates as follows:

Article 3. Definitions

For the purposes of this Law, the terms below are construed as follows:

…

14. “business cooperation contract” means a contract between investors for business cooperation and distribution of profits or products without establishment of a business organization.

Accordingly, the main business cooperation contract is the BCC contract, which is a type of contract signed between investors for the purpose of business cooperation and distribution of profits and economic products.

Vietnam: Latest business cooperation contract template 2022? What are the contents of the business cooperation contract?

Performance of a business cooperation contract is a form of investment or not in Vietnam?

Pursuant to Article 21 of the Law on Investment 2020 stipulates as follows:

Article 21. Forms of investment

1. Investment in establishment of a business organization.

2. Investment in the form of capital contribution or purchase of shares or stakes.

3. Execution of an investment project.

4. Investment in the form of a business cooperation contract.

5. New forms of investment and types of business organizations prescribed by the Government's regulations.

Thus, the performance of business cooperation contracts is one of the forms of investment according to the above provisions.

What regulations will the business cooperation contract be implemented in Vietnam?

Pursuant to Article 27 of the Law on Investment 2020, the following provisions:

Article 27. Investment under business cooperation contracts

1. Business cooperation contracts signed between domestic investors shall be executed in accordance with the civil law.

2. Procedures for issuance of investment registration certificates in Article 38 of this Law shall apply to business cooperation contracts signed between a domestic investor and a foreign investor, or between foreign investors.

3. Parties to a business cooperation contract shall establish a coordinating board to execute the BBC. Functions, tasks and powers of the coordinating board shall be agreed upon by the parties.

Accordingly, for domestic investors when signing business cooperation contracts, they will comply with the provisions of the Civil Code 2015.

In case a foreign investor signs a business cooperation contract with a domestic investor or foreign investors sign with each other, the procedures for issuance of investment registration certificates will be carried out.

What are the contents of the business cooperation contract in Vietnam?

Pursuant to Article 28 of the Law on Investment 2020, it provides as follows:

Article 28. Contents of a business cooperation contract

1. A business cooperation contract shall contain at least:

a) Names, addresses and authorized representatives of parties to the contract; business address or project address;

b) Objectives and scope of business;

c) Contributions by the parties to the contract, and distribution of business investment results between the parties;

d) Schedule and duration of the contract;

dd) Rights and obligations of parties to the contract;

e) Adjustment, transfer and termination of the contract;

g) Responsibilities for breaches of the contract; method of dispute settlement.

2. During the execution of a business cooperation contract, parties may reach an agreement on using assets derived from the business cooperation to establish an enterprise in accordance with regulations of law on enterprises.

3. The parties to a business cooperation contract are entitled to agree upon other items which are not contrary to law.

Accordingly, the business cooperation contract will have mandatory contents such as names, addresses, authorized representatives of the parties to the contract; transaction address or location of implementation of the investment project; progress and duration of contract performance; rights and obligations of the parties,... as per the above.

The latest business cooperation contract template today in Vietnam?

Currently, Vietnamese law does not provide for specific business cooperation contract forms.

However, when the parties conduct agreements and draft business cooperation contracts, it is necessary to pay attention to the information required by law.

Readers can refer to the business cooperation contract form as follows:

Download the latest business cooperation contract template: Here.