A Business Cooperation Contract, or BCC, is a common structure when a Vietnamese company wants to cooperate with a partner abroad without forming a new legal entity, but a BCC contract with a foreign investor is often overlooked at the banking stage.
From 18 August 2026, Circular 38/2026/TT-NHNN brings a BCC contract with a foreign investor into the mandatory investment capital account regime for the first time, a departure from the free-form approach under Circular 06/2019/TT-NHNN.
This IVLF guide explains how to structure a BCC contract with a foreign investor correctly, so capital contributions are not rejected by the bank partway through the project.
1. What a BCC contract is and why an account matters
A BCC contract with a foreign investor lets the parties cooperate commercially without setting up a joint venture company, but it still needs a transparent mechanism for receiving and tracking capital.
Under Circular 38/2026/TT-NHNN, parties to a BCC contract with a foreign investor sit alongside FDI enterprises and PPP investors as regulated entities required to open an investment capital account.
2. Opening the investment capital account for a BCC
The Vietnamese party to a BCC contract with a foreign investor must open an investment capital account at an authorized bank before receiving funds, supported by a copy of the signed BCC contract.
The bank checks the BCC contract’s terms against the account application to confirm the correct regulated entity and purpose before approving the account under Circular 38/2026/TT-NHNN.
3. Receiving capital from the foreign partner
Once the account is open, the foreign partner sends its contribution under the BCC contract directly to this account, rather than an ordinary payment account belonging to the Vietnamese party.
Each contribution under a BCC contract with a foreign investor is checked by the bank against the agreed contribution schedule to confirm compliance with Circular 38/2026/TT-NHNN.
4. Profit sharing and outbound transfers
Profit distributed to the foreign partner under a BCC contract with a foreign investor must also pass through the investment capital account, not a personal or unrelated business account.
Profit-sharing calculations should match the contribution ratio set out in the BCC contract precisely, to avoid disputes between the parties at settlement time.
5. Common risks in BCC arrangements with foreign partners
The most common risk is receiving capital under a BCC contract with a foreign investor into the wrong account, forcing the funds to be returned and the process restarted.
A second risk is a BCC contract that does not clearly state the profit-sharing ratio, leading to disputes when transferring funds to the foreign partner at the end of the cooperation period.
6. Checklist before signing a BCC contract
Before signing, the parties should agree on the contribution ratio, the schedule for receiving capital under the BCC contract, and the profit-sharing mechanism to avoid friction with the bank later.
As published on Thu Vien Phap Luat, parties should review Circular 38/2026/TT-NHNN carefully before finalising a BCC contract with a foreign investor.
Legal counsel should review the financial terms of the BCC contract alongside the bank account application, so both sides can receive and share capital under the correct process.
7. Practical considerations for structuring a BCC with a foreign partner
Parties negotiating a BCC contract with a foreign investor should decide early which side will hold the investment capital account, since only one account is typically used to track the joint activity.
Where the cooperation spans several project phases, it helps to break the contribution schedule into tranches tied to project milestones, giving the bank a clear basis for each incoming transfer.
Dispute resolution clauses in the BCC contract should also address what happens to funds already sitting in the investment capital account if the cooperation ends early or a party defaults.
Because a BCC contract with a foreign investor does not create a new legal entity, day-to-day bookkeeping for the shared account often needs its own internal agreement between the parties.
8. How authorized banks review a BCC arrangement
Banks handling capital under a BCC contract typically cross-check the contribution schedule against each incoming transfer, flagging any amount that does not match the agreed figures for follow-up with both parties.
Where the foreign partner is a fund or a group of investors rather than a single company, the bank may ask for evidence of the ultimate source of funds before releasing the account for use.
Delays are most common when the BCC contract itself is still being finalised while the parties are simultaneously trying to open the account, so sequencing these two workstreams correctly saves real time.
Experienced counsel usually recommends finalising the commercial and financial terms of the BCC contract before approaching the bank, rather than negotiating both in parallel under time pressure.
Frequently asked questions
Must the Vietnamese party to a BCC contract open an investment capital account?
Yes. Under Circular 38/2026/TT-NHNN, the Vietnamese party to a BCC contract with a foreign investor must open an investment capital account before receiving any capital.
Does profit sharing under a BCC also require this account?
Yes. Profit distributed to the foreign partner under the BCC contract must pass through the investment capital account, not another payment channel.
Was an investment capital account required for BCC contracts before Circular 38/2026?
Not necessarily under Circular 06/2019/TT-NHNN, but from 18 August 2026 the rule has changed and BCC contracts now fall within the mandatory account regime.
Structuring a BCC contract with a foreign investor?
IVLF drafts BCC contracts, opens investment capital accounts, and ensures capital receipts and profit distributions comply with Circular 38/2026/TT-NHNN.
Related: Receiving Foreign Investment Capital in Vietnam: The Right Way (Circular 38/2026).
Related terms and common questions
A BCC contract with a foreign investor lets a Vietnamese partner and an overseas investor cooperate on a project without forming a new legal entity. Structuring a BCC contract with a foreign investor correctly means opening an investment capital account, defining profit-sharing terms, and registering the arrangement with the licensing authority.
Parties to a BCC contract with a foreign investor must also agree on capital contribution timing, management rights, and dispute resolution mechanisms, since a BCC contract with a foreign investor does not create a separate company to hold these obligations. Foreign exchange rules under Circular 38/2026 govern how capital moves in and out under a BCC contract with a foreign investor.
IVLF Advisors regularly drafts and reviews a BCC contract with a foreign investor to ensure compliance with both investment law and State Bank of Vietnam foreign exchange requirements from day one.
Does a BCC contract with a foreign investor need a separate bank account? Yes, most banks require a dedicated investment capital account for funds moving under a BCC contract with a foreign investor.
Can profits be repatriated directly under a BCC contract? Yes, provided the BCC contract with a foreign investor clearly defines profit-sharing ratios and the underlying capital was properly registered.
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.
