Investment Project Transfer Vietnam is an important procedure for investors who want to transfer all or part of an investment project to another investor. This process is common when businesses restructure their investments, sell a project, bring in a new investor, or change their long-term business strategy in Vietnam.The transfer of an investment project can involve many legal issues. For example, the parties may need to review the project’s Investment Registration Certificate (IRC), investment policy approval, project location, land rights, business conditions, financial capacity, and the rights and obligations that the new investor will take over.Therefore, Investment Project Transfer Vietnam requires more than signing a transfer agreement. The transferor and transferee should first confirm that the project is eligible for transfer. Then, they should determine the correct investment adjustment procedure and prepare the required documents.Under the current Law on Investment No. 143/2025/QH15, effective from March 1, 2026, an investor may transfer all or part of an investment project when the legal conditions are met. For projects with an approved investor or an Investment Registration Certificate, the parties generally carry out investment project adjustment procedures. The 2025 Investment Law also provides a broader framework for transferring eligible investment projects.

This guide explains the main conditions, procedures, documents, and important issues relating to Investment Project Transfer Vietnam.

I. What Is Investment Project Transfer Vietnam?

1.1 Understanding Investment Project Transfer

Investment Project Transfer Vietnam refers to the transfer of all or part of an investment project from one investor to another. The original investor is the transferor, while the new investor is the transferee.

The transfer may happen for several business reasons. For example, the original investor may want to exit the project completely. Alternatively, the investor may sell part of the project to another business while continuing to participate in the remaining investment.

A project transfer can involve a wide range of business sectors, including manufacturing, logistics, technology, real estate, services, and other investment activities. However, the exact procedure depends on the legal status and characteristics of the project.

The transfer may involve important matters such as:

• The transfer of the entire investment project
• The transfer of part of the investment project
• A change of the investor recorded in the IRC
• The transfer of project rights and obligations
• The transfer of assets related to the project
• Changes to investment policy approval, where applicable
• Land, housing, or real estate requirements

Therefore, the parties should carefully identify exactly what they plan to transfer before starting the procedure.

1.2 Project Transfer and Company Share Transfer

Investment project transfer is not always the same as a share transfer or capital contribution transfer.

In a share transfer, the ownership of the company changes. However, the legal entity operating the investment project may remain the same. By contrast, an investment project transfer may directly change the investor responsible for implementing all or part of the project.

For example, an investor may transfer a factory project directly to another investor. In this case, the parties need to consider the investment project transfer rules and the required adjustment of investment documents.

Therefore, investors should first determine the correct transaction structure. Choosing the wrong structure can lead to unnecessary procedures or compliance problems later.

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II. Conditions for Investment Project Transfer Vietnam

2.1 The Project Must Be Eligible for Transfer

Before transferring a project, the parties should check whether the project meets the legal conditions for transfer.

Under the current Investment Law, the investment project or the part of the project being transferred must not fall into a case subject to operation termination. In addition, the transfer must comply with applicable conditions relating to the project and relevant laws.

Therefore, the transferor should conduct a legal review before signing the final agreement. This review should confirm the current status of the project, including whether the project has faced serious delays, suspension, or other issues that may affect its eligibility for transfer.

The parties should also review the existing investment documents carefully. These documents may contain specific conditions relating to the project or the investor.

Important areas to review include:

• The Investment Registration Certificate
• Investment policy approval, if applicable
• Project objectives
• Project location
• Investment capital
• Project duration
• Implementation schedule
• Special conditions attached to the project

As a result, the parties can identify potential restrictions before completing the transaction.

2.2 Conditions for Foreign Transferees

When the new investor is a foreign investor, the transferee must also satisfy the applicable conditions for foreign investment.

This is particularly important when the project operates in a conditional business sector or a sector subject to market access restrictions. Therefore, the transferee should review the proposed business activities before receiving the project.

For example, the new investor may need to consider:

• Foreign ownership restrictions
• Market access conditions
• Required business licenses
• Professional or technical requirements
• Other sector-specific conditions

The parties should not assume that a project can automatically transfer to every foreign investor. Instead, the transferee’s legal status and investment conditions should be reviewed as part of the transaction.

2.3 Land and Real Estate Conditions

Land-related projects can require additional attention.

If the investment project involves land use rights or assets attached to land, the transfer must comply with applicable land regulations. Similarly, projects involving housing or real estate may need to meet the relevant conditions under real estate and housing laws. The Investment Law specifically requires compliance with these related legal frameworks when they apply to the project.

Therefore, the parties should review land documents, lease arrangements, property rights, and financial obligations before completing the transfer.

This step is especially important for projects involving factories, industrial land, commercial buildings, housing, or large real estate developments.

III. Documents for Investment Project Transfer Vietnam

3.1 Main Transfer Documents

The required dossier depends on the type of project and the nature of the transfer. However, for projects requiring investment project adjustment, the parties generally need to prepare documents that explain both the transfer and the new investor.

Under Decree No. 96/2026/ND-CP, the dossier for the adjustment of an investment project in connection with the transfer of all or part of a project can include a written request for project adjustment, a report on project implementation, the transfer agreement or in-principle transfer agreement, legal documents of the transferor and transferee, copies of relevant investment documents, and evidence of the transferee’s financial capacity.

Therefore, the parties should prepare the application based on the actual transaction structure.

Common documents may include:

• A written request for investment project adjustment
• A report on project implementation up to the transfer date
• A project transfer agreement or in-principle agreement
• Legal documents of the transferor
• Legal documents of the transferee
• The current Investment Registration Certificate
• Investment policy approval or investor approval, if applicable
• Financial capacity documents of the transferee
• Other documents relating to the project

In addition, a BCC project may require documents relating to the relevant business cooperation contract.

3.2 Financial Capacity of the New Investor

The financial capacity of the transferee is an important issue in many project transfers.

The competent authority may need evidence showing that the new investor has the ability to continue implementing the project. Therefore, the transferee should prepare clear financial information.

Supporting documents may include:

• Financial statements from recent years
• Audited financial information
• A parent company’s financial support commitment
• A financial institution’s support commitment
• A financial guarantee
• Other documents explaining financial capacity

The parties should make sure that the financial information matches the scale and capital requirements of the project.

Moreover, if the new investor plans to expand or change the project after the transfer, the financial review may become even more important.

IV. Procedure for Investment Project Transfer Vietnam

4.1 Step 1: Review the Legal Status of the Project

The first step in Investment Project Transfer Vietnam is a full legal review.

The transferor and transferee should examine the current project documents and identify the legal conditions that apply to the transaction. This review should cover the project’s objectives, capital, location, implementation progress, land rights, licenses, and outstanding obligations.

In addition, the parties should check whether the project is currently subject to any suspension or termination risk. If the project has serious compliance problems, the parties may need to resolve those issues before the transfer can move forward.

Therefore, a proper due diligence review can help both sides understand the risks before signing the final transaction documents.

4.2 Step 2: Agree on the Transfer Terms

After the legal review, the parties should agree on the key commercial and legal terms.

The transfer agreement should clearly define what the transferee will receive and what obligations the transferee will take over. This is important because a project transfer may involve existing contracts, assets, employees, debts, and project commitments.

Key matters may include:

• Transfer price
• Payment terms
• Transfer date
• Assets included in the transaction
• Rights and obligations transferred
• Outstanding liabilities
• Conditions that must be completed before closing
• Responsibility for tax and other financial obligations

Therefore, the agreement should work together with the investment adjustment procedure.

4.3 Step 3: Prepare the Investment Adjustment Application

For projects where the investor has been approved under the Investment Law or where an Investment Registration Certificate has been issued, the parties generally need to carry out procedures to adjust the investment project following the transfer.

At this stage, the parties should prepare the relevant application and supporting documents.

The information in the application should be consistent with the transfer agreement. For example, the details of the new investor, the transferred project, and the financial capacity documents should support the proposed transaction.

Furthermore, the parties should review whether the transfer also changes other important project information. If the project objectives, location, scale, or investment capital will change, additional adjustments may be necessary.

4.4 Step 4: Submit the Application and Receive the Updated Documents

The completed dossier should be submitted to the competent authority according to the type and location of the investment project.

After reviewing the application, the competent authority will process the investment adjustment in accordance with the applicable procedure. The exact process can vary depending on whether the project requires an adjustment to investment policy approval or only an adjustment to the relevant investment registration information.

Therefore, the parties should identify the project’s existing approval structure before submission.

Once the transfer and adjustment procedures are completed, the transferee should review the updated investment documents carefully. The new investor then needs to continue implementing the project in line with the approved or registered information.

V. Rights, Obligations, and Post-Transfer Compliance

5.1 Transfer of Project Rights and Obligations

After a valid project transfer, the transferee generally takes over the rights and obligations relating to the transferred part of the project under the transfer agreement and applicable law.

Therefore, the new investor should not focus only on acquiring the project’s assets or business opportunities. The transferee should also understand the obligations connected with the project.

These may include:

• Investment commitments
• Capital contribution obligations
• Project implementation requirements
• Land obligations
• Licensing conditions
• Environmental obligations
• Contractual commitments

As a result, due diligence before the transfer is essential. The transferee should understand exactly what it will inherit after the transaction.

5.2 Tax and Accounting Considerations

Tax and accounting issues should also be reviewed before and after the project transfer.

The transaction may create tax obligations depending on the structure of the transfer and the assets involved. Therefore, the parties should determine who is responsible for each tax and financial obligation.

The accounting teams should also review the transfer of:

• Fixed assets
• Inventory
• Receivables
• Payables
• Investment capital
• Project costs
• Other financial records

In addition, the transferor should maintain proper records of the transaction. Meanwhile, the transferee should update its accounting records after taking over the project.

Early tax and accounting planning can help reduce disputes between the parties after closing.

VI. Important Considerations for Foreign Investors

6.1 Review the Transaction Before Signing

A project transfer should not begin with the final signing of a contract.

Instead, the parties should first complete a legal and commercial review. This approach can help them identify whether the project is eligible for transfer and whether the new investor meets the applicable conditions.

The review should cover the investment documents, land status, financial obligations, licenses, contracts, and project implementation progress.

Therefore, the parties can address potential problems before the transaction reaches the final stage.

6.2 Keep Investment and Corporate Information Consistent

The transfer of an investment project may also affect other legal registrations.

For example, the transaction may require updates to corporate information, licenses, bank records, accounting systems, or contracts with third parties. Therefore, the new investor should create a post-transfer compliance checklist.

This checklist should include:

• Updated investment documents
• Corporate registrations, where required
• Tax and accounting records
• Business licenses
• Land or lease documents
• Bank and financial records
• Internal company documents

As a result, the new investor can start operating the transferred project with more consistent legal and administrative information.

VII. Conclusion

Investment Project Transfer Vietnam provides an important option for investors who want to restructure, sell, acquire, or partially transfer an investment project. However, the process requires careful preparation because the parties must consider investment conditions, the legal status of the project, the new investor’s eligibility, land issues, financial capacity, and the transfer of project obligations.

Under the current 2025 Investment Law, investors may transfer all or part of an eligible investment project when the required conditions are met. For projects with an approved investor or an Investment Registration Certificate, the transfer generally requires an investment project adjustment procedure. The current framework also sets out detailed dossier requirements for these cases.

Therefore, both the transferor and transferee should begin with a complete review of the project. Next, they should agree on clear transfer terms and prepare the correct investment adjustment documents. Finally, after the transaction is approved or registered, the new investor should update all related records and continue implementing the project in compliance with Vietnamese law.

With proper planning, Investment Project Transfer Vietnam can help investors complete business restructuring more smoothly while reducing legal and compliance risks.

MVA VIETNAM ACCOUNTING AND AUDITING COMPANY LIMITED