Project transfer is how most foreign investors actually acquire Vietnamese assets – not by buying a company, but by taking over an investment project and the certificate that authorises it. Decree 96/2026/ND-CP, effective 31 March 2026, details Article 46 of the Law on Investment governing it, and contains one provision that decides a great deal of the economics.
What a project transfer moves
A project transfer conveys the investment project itself – the certificate, the approved objectives and scale, the land position, the construction permits and the implementation schedule. It differs fundamentally from a share purchase, where the corporate vehicle changes hands and the project stays where it is, and our share purchase agreement guide covers that alternative.
Buyers choose project transfer when they want the asset without the seller’s corporate history – the tax exposures, litigation, employment claims and undocumented liabilities that a share deal inherits. Sellers resist it for the same reason, and because the transfer requires regulatory consent that a share sale between existing shareholders may not.
The incentive inheritance rule that decides value
Decree 96/2026 provides that an economic organisation formed on the basis of reorganising an economic organisation, or an investor receiving the transfer of an investment project, inherits the investment incentives applying to the project before the reorganisation or transfer – if it still satisfies the conditions for those incentives.
Read carefully, that sentence contains the buyer’s entire tax case. Incentives do not automatically travel; they travel conditionally. A buyer that changes the business objectives, relocates activity, or fails to maintain the disbursement or headcount conditions loses what it paid for. Confirming the incentive conditions and the buyer’s ability to meet them belongs in diligence, not in the post-completion tax review, as our investment incentives guide explains.
Conditions and consents
A project transfer requires the transferee to satisfy the same conditions the project itself must meet – market access conditions where the transferee is a foreign investor, covered in our market access guide, the sector and land conditions attaching to the project, and any conditions imposed in the original approval.
Where the project was subject to investment policy approval, the transfer engages that approval as well as the certificate. Where land is involved, the land position must be capable of transfer under land law, which is a separate analysis and the one most likely to defeat a transaction.
Structuring a project transfer
Four disciplines protect the buyer. Confirm the certificate is current before pricing – an outdated certificate must be corrected first, as our IRC adjustment guide describes. Verify the land instrument and its transferability, not merely its existence. Model the incentive position on the assumption that conditions must be maintained rather than inherited passively. And make regulatory consent a condition precedent, with a clear allocation of who bears the risk if it is refused.
Sellers should prepare in the same order. A project offered for transfer with a current certificate, clean land papers and documented incentive conditions attracts a materially better price than one where the buyer must underwrite the uncertainty.
Project transfer FAQs
Can part of a project be transferred?
Partial transfers are contemplated, and are frequently structured alongside a division so that the transferred component becomes a distinct project – see our project division guide.
What happens to the security deposit?
The deposit securing implementation follows the project rather than the party, and the arrangements should be addressed expressly in the transfer documents – our project security deposit guide covers the mechanics.
How long does approval take?
It depends on whether policy approval is engaged and whether land is involved. Buyers should build the consent period into the transaction timetable rather than treating it as a formality. Texts are published via the Ministry of Finance.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
