A termination of the BCC contract does not end tidily by itself. Three things must close: the project, the operating office, and the obligations both leave behind.
Who decides the termination of the BCC contract
Article 36 of the Investment Law 2025 separates a voluntary termination of the BCC contract from a forced one, and the difference matters.
Under Article 36(1) the investor ends the project in three situations: it decides to stop, the contract or company charter triggers an agreed condition, or the project simply reaches the end of its term.
Article 36(2) is the other half. There the investment registration authority ends the project, whether the investor likes it or not.
The nine grounds for a forced termination
Several of those grounds catch ordinary commercial drift rather than misconduct.
- Suspension grounds under Article 35 that the investor cannot cure.
- 24 months past the schedule for the project objectives without completing them, where no extension applies.
- Loss of the project site, with no adjustment filed within 6 months.
- A project suspended for 12 months where the authority cannot reach the investor.
- Land recovered under land legislation.
- No deposit or guarantee where the project requires one.
- Investment carried out through a sham civil transaction.
- A court judgment or an arbitral award.
- An economic organisation dissolved without terminating or transferring the project.
Where the project needed in-principle approval, Article 36(3) adds a step: the authority consults the approving body first.
What a termination of the BCC contract does to the operating office
The office exists to perform the cooperation, so it cannot outlive a termination of the BCC contract. Article 37(1) ties its purpose to performance of the BCC, and Article 37(3) leaves the establishment, adjustment and termination procedure to Government regulation.
Check the decree in force on the day you file. The Investment Law 2020 and its implementing decree ceased to govern on 1 March 2026, so guidance written around Decree 31/2021 describes the previous regime rather than the current one.
Meanwhile the substance does not change much. The office must stop trading, close its accounts, settle its staff and hand back its seal, and the authority withdraws its registration.
Liquidation, land and the certificate after a termination of the BCC contract
Article 36(4) puts liquidation on the investor. The investor liquidates the project itself under the law on asset liquidation, except where land is involved.
Land is the exception, and Article 36(5) sends it elsewhere: land use rights and assets attached to land follow the land legislation. Consequently a BCC built on leased land needs the land position resolved before anything else closes.
Finally, Article 36(6) has the authority revoke the investment registration certificate where the termination fell under Article 36(2). A partial termination leaves the certificate in place.
The obligations that survive a termination of the BCC contract
Three categories outlast the office. Each one has stopped a closing file at some point, long after the parties thought the cooperation had ended.
Employees
Staff engaged by the operating office keep their rights under the Labour Code. Notice periods, severance and outstanding leave all fall due, and they fall due on the foreign investor behind the office.
Tax
Personal income tax withheld from salaries must be reconciled and paid. Where the office withheld nothing for a non-resident chief representative, expect that question to surface exactly when the file needs to close.
Contracts already signed
An operating office may sign contracts under Article 37(2). Those contracts do not evaporate with the office. Assign them, novate them or terminate them deliberately, because a counterparty will otherwise sue the investor that stood behind the office.
Drafting the exit before you need it
The statute leaves the coordination board’s powers entirely to the parties under Article 22(3). So the contract, not the law, decides how a termination of the BCC contract actually runs.
Four clauses do the work. First, a definition of the events that end the cooperation, aligned with Article 36(1)(b) so the agreed condition is enforceable. Second, an allocation of the wind-down costs. Third, a rule for dividing the assets the cooperation created, including any formed under Article 22(4). Fourth, a mechanism for resolving a dispute about all of the above.
Article 13 sets the forum for that last point. Where one party is a foreign investor, Article 13(3) permits a Vietnamese court, Vietnamese arbitration, foreign arbitration, international arbitration or an ad hoc tribunal.
Choose the seat with enforcement in mind. An award from a foreign seat needs recognition in Vietnam before anyone can enforce it against assets here.
Legal basis
- Investment Law, Law No. 143/2025/QH15, in force 1 March 2026 — Article 13 dispute resolution, Article 22 the business cooperation contract and coordination board, Article 35 suspension, Article 36 termination of an investment project, liquidation, land and revocation of the certificate, and Article 37 the operating office of a foreign investor under a BCC contract.
- Labour Code — the rights of staff engaged by the operating office on closure.
- Note on earlier guidance: the Investment Law 2020, consolidated as No. 134/VBHN-VPQH, and Decree No. 31/2021/ND-CP as amended by Decree No. 239/2025/ND-CP, governed this area until 1 March 2026. Older articles citing them describe the previous regime.
Decided cases are published on case.unilaw.vn. Licensing and exit sit with our Vietnam investment lawyers. See also our notes on the representative office under the BCC contract and the Vietnam representative office.
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