DOES A BUSINESS COOPERATION CONTRACT REQUIRE THE ISSUANCE OF INVOICES UNDER DECREE 254?

A Business Cooperation Contract (BCC) is a form of cooperation between parties for the purpose of jointly carrying out business activities and sharing products, revenue, or profits in accordance with their agreement. During the performance of a BCC, one of the matters that the parties need to pay attention to is the issuance and use of electronic invoices for the revenue or expenses allocated among the parties.

So, when entering into and performing a BCC, are the parties required to issue invoices? In which cases is a participating party required to issue an invoice to the representative party? What information must be included in an electronic invoice? Let’s explore these questions with Pham Consult in today’s article!

1. What is a Cooperation Contract?

Before examining whether a BCC requires the issuance of invoices, it is necessary to understand the concept and nature of a cooperation contract under civil law.

Pursuant to Article 504 of the 2015 Civil Code, a cooperation contract is defined as follows:

Cooperation Contract

1. A cooperation contract is an agreement between individuals and legal entities whereby the parties contribute assets and/or efforts to perform a specific task, jointly enjoy the benefits, and jointly bear responsibility.
2. A cooperation contract must be made in writing.

Accordingly, a cooperation contract is an agreement between individuals and legal entities to jointly contribute assets and/or efforts to perform a specific task, jointly enjoy the benefits, and jointly bear responsibility. Under the law, a cooperation contract must be made in writing.

In business activities, a cooperation contract may be used by the parties to jointly implement a project, conduct business activities, or exploit a business opportunity, while agreeing on the allocation of revenue, expenses, benefits, and responsibilities among the parties. Clearly determining the cooperation structure and allocation mechanism in the contract also serves as a basis for determining the parties’ responsibilities for issuing electronic invoices under the laws on invoices and accounting documents.

2. Does a Business Cooperation Contract Require the Issuance of Invoices under Decree 254?

Under the regulations on electronic invoices, the issuance of invoices by parties participating in a BCC is determined based on the method of revenue sharing or cost allocation, as well as the agreement to appoint one party as the representative in the course of performing the BCC.

The issuance of invoices under a BCC is carried out as follows:

+ Where the parties participating in a BCC share revenue and agree to appoint one party as the representative responsible for issuing invoices to customers:

The other parties participating in the BCC shall issue invoices to the representative party for the portion of revenue allocated to each party under the contract.

+ Where the parties participating in a BCC allocate costs and agree to appoint one party as the representative responsible for receiving invoices from suppliers:

The representative party receiving the invoices shall issue invoices to allocate the relevant portion of costs to the other parties in accordance with the contract.

Pursuant to Point h, Clause 3, Article 6 of Decree No. 254/2026/ND-CP, the relevant provisions are as follows:

Subjects eligible to use electronic invoices

…

3. Regulations on the application of electronic invoices in certain specific cases for management purposes include:
4. a) In the case of entrusted import of goods, if the entrusted importer has paid value-added tax at the import stage, the entrusted importer shall use an electronic invoice when returning the goods to the entrusting party. If value-added tax has not been paid at the import stage, when returning the imported goods, the entrusted importer shall prepare an internal delivery and transportation note in accordance with regulations as a document for the circulation of goods in the market.

…

1. h) Issuance of invoices by parties participating in a business cooperation contract

h.1) Where the parties participating in a BCC share revenue and agree to appoint one party as the representative responsible for issuing invoices to customers, the other parties participating in the BCC shall issue invoices to the representative party for the portion of revenue allocated to each party under the contract;

h.2) Where the parties participating in a BCC allocate costs and agree to appoint one party as the representative responsible for receiving invoices from suppliers, the representative party receiving the invoices shall issue invoices to allocate the relevant portion of costs to the other parties in accordance with the contract.

The above provides information on whether a Business Cooperation Contract requires the issuance of invoices under Decree 254.

Accordingly, entering into a BCC does not automatically mean that the parties are required to issue invoices to one another in all cases. The obligation to issue invoices must be determined based on the agreed revenue-sharing or cost-allocation mechanism and the representative arrangement set out in the contract.

3. What Information Must an Electronic Invoice Contain under Decree 254/2026/ND-CP?

In addition to determining when an invoice must be issued, parties performing a BCC should also pay attention to the mandatory information required to be included in an electronic invoice.

Accordingly, an electronic invoice must contain the information required under the laws on invoices and accounting documents, including information identifying the invoice, the seller and purchaser, goods or services, transaction value, taxes, and other relevant information.

Pursuant to Clause 1, Article 10 of Decree No. 254/2026/ND-CP, an electronic invoice must contain the following information:

• Invoice name, invoice symbol, and invoice form number;
• Invoice number;
• Name, address, and tax identification number of the seller;
• Name, address, tax identification number, or budgetary unit identification number or personal identification number of the purchaser;
• Name, unit of measurement, quantity, unit price of goods or services; amount exclusive of value-added tax (VAT), VAT rate, total VAT amount for each applicable tax rate, total VAT amount, and total amount payable inclusive of VAT;
• Signature of the seller and signature of the purchaser. An electronic invoice is not required to bear the purchaser’s digital signature, unless otherwise agreed by the purchaser and seller;
• Date of invoice issuance in accordance with Article 9 of the Decree, displayed in day/month/year format of the Gregorian calendar;
• Date and time of digital signing of the electronic invoice;
• Tax authority code, in the case of an electronic invoice containing a tax authority code;
• Fees, charges payable to the state budget, trade discounts, promotional discounts (if any), and other relevant information (if any).

In addition to the above requirements, businesses should note that not every electronic invoice is required to contain all of the information specified above. For certain specific cases, the law provides that an electronic invoice is not required to contain all of the standard information.

Specifically, Section 9 of the Appendix on Invoice Contents issued together with Decree No. 254/2026/ND-CP provides for cases in which electronic invoices are not required to contain all prescribed information from July 1, 2026.

Therefore, when issuing invoices in connection with the performance of a BCC, the parties should simultaneously consider the nature of the transaction, the agreed revenue-sharing/cost-allocation mechanism, and the specific type of invoice applicable in order to accurately determine the relevant invoicing responsibilities and required invoice contents.