Business Cooperation Contracts (BCC) Between Individuals and Companies

An individual and a company may enter into a business cooperation contract (BCC contract) to cooperate in investment and business without establishing an economic organization, in accordance with the Law on Investment No. 143/2025/QH15 (effective from 01/03/2026, replacing the Law on Investment 2020).

1. What is a business cooperation contract (BCC contract)?

Under the Law on Investment 2025, a business cooperation contract (BCC contract) is a contract signed between investors for business cooperation and the sharing of profits or products in accordance with the law, without establishing an economic organization.

Investors include organizations and individuals carrying out investment and business activities. Therefore, an individual is fully entitled to enter into a BCC contract with a company as an investor party.

2. Principal contents of a BCC contract

Under the Law on Investment 2025, a BCC contract comprises the following principal contents:

• The names, addresses and authorized representatives of the contracting parties; the transaction address or the project implementation location;
• The objectives and scope of the investment and business activities;
• The parties’ contributions and the sharing of investment and business results;
• The schedule and term of contract performance;
• The rights and obligations of the parties;
• Amendment, assignment and termination of the contract; liability for breach of contract and methods of dispute resolution.

3. Notes when an individual signs a BCC contract with a company

• A BCC contract does not create a new legal entity; the parties bear liability as agreed in the contract and as prescribed by law;
• The parties should clearly define the contributions, the mechanism for sharing profits and losses, and the mechanism for managing and operating the cooperation;
• If the project is subject to investment procedures, the parties must comply with the regulations on approval of the investment policy and issuance of the investment registration certificate under the Law on Investment 2025.

Notes on application

The provisions on BCC contracts under the Law on Investment 2020 have been replaced by the Law on Investment 2025 from 01/03/2026. When drafting, the parties should cross-check the contract contents against the current law and the Civil Code 2015 on contracts.

Common risks to note

• Failing to clearly define the profit and loss sharing mechanism, leading to disputes;
• Confusing a BCC contract with capital contribution for enterprise establishment;
• Failing to complete investment procedures for projects subject to approval.

How can ANT Legal help?

ANT Legal assists in drafting and reviewing business cooperation contracts between individuals and companies, protecting the parties’ interests and ensuring compliance with investment law. For advice, please contact an ANT Legal lawyer.

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