Build, operate, transfer
We hire and run the team while you have no entity here, then hand the whole thing to your own Vietnamese company. The model turns on one clause: whether the transfer price and the trigger are written into the first contract or negotiated on the day you want to leave.
Book a 30-minute scoping call Read where BOT goes wrong
Most companies asking about BOT should run a dedicated team for a year first. We will say so on the first call.
| Transfer price A formula in the first contract | Agreed |
|---|---|
| Trigger Your notice, or a headcount, or a date | Agreed |
| Staff terms Seniority and salary carried across | Preserved |
| Per-engineer handover fee Not in the contract, not payable | None |
| Support after the date Length and cost fixed up front | Included |
The honest question first
It is a two to three year commitment with a legal project attached. Plenty of companies ask for it when a dedicated team would give them the same engineers and none of the paperwork.
Do not commit to BOT when
Run a dedicated team instead. You can convert later, and the people carry across.
BOT earns its keep when
This is the case BOT was designed for, and it is worth the contract work it takes.
Plain definitions
Both get answered with acronyms in most proposals. Both decide whether the engagement is worth starting.
A supplier hires and runs an offshore team under their own company, with a written intention from the first day that the team will become yours. Three phases. Build the team, operate it while you direct the work, then transfer the people and the operation into an entity you own.
The word that matters is intention. Ordinary outsourcing has no end state; BOT is a purchase paid for in instalments, and the last instalment is the one people forget to price.
A captive centre is what you build yourself. You register the company, take the office, hire everybody and carry the risk from day one. It is the cheapest per head eventually and the slowest to start, and the first hire typically lands the better part of a year after the decision.
A dedicated team is the opposite. We employ everyone, you direct the work, and nothing transfers. BOT sits between the two on purpose: our risk at the start, your ownership at the end, with the swap priced before either side has an incentive to argue about it.
The three phases
Written as the work rather than as a diagram. The durations below are what we would commit to; your legal timeline is set by your advisers and runs alongside.
Month 1 to 4
Roles and salary bands agreed against your standards, job specs written, hiring run by us. You interview every candidate and you can reject all of them. Desks, laptops, network access and security policy go in alongside. A core team is working by the end of this phase.
Month 5 to 24
We carry payroll, HR, contracts, appraisals, equipment, the office, and the leavers and replacements nobody plans for. Your engineering manager runs the work itself. Reporting covers headcount, attrition, cost and delivery on whatever cadence you set.
Runs in parallel
Registering a foreign-owned company in Vietnam is a legal project with its own timeline, and it belongs with a Vietnamese law firm rather than with us. Start it during Operate rather than at the end, because an entity that is not ready is the most common reason a transfer date slips.
On the agreed date
Staff move to your entity on their existing seniority and salary. The price and the trigger were fixed at signature, so this phase is administration rather than negotiation. We stay on for an agreed handover period at an agreed cost, so nothing stops on the day.
The agreement
If a supplier proposal is missing three of these, the transfer is not really priced. Ask for them before you compare rates.
Where it goes wrong
None of these are unusual. All of them are cheaper to plan for than to discover in year two.
Who does the work
Small for a model this size, and we would rather say so. It means we can build you a team of twenty well and we would decline a brief for a hundred.
We have run recruitment, payroll, HR and equipment for client teams for years, and we have grown one engagement to more than sixty people at peak. We have not yet completed a transfer into a client entity, and you should weigh that.
How we work
The models differ in one thing: how much of the management you hand over. Everything else, including who owns the code, is the same in all five.
Changing model later is normal. Augmentation into a dedicated team is the common direction, and the people stay.
Engineers join your team and work inside your process, your board and your code review.
A team that works only on your product, with a lead on our side running delivery.
A long-term engineering site under your standards, where we carry recruitment, HR, payroll and equipment.
04
One price for a scope that is genuinely settled, with the overrun carried by us.
05
Everything in the centre model, with the whole team moving into your own Vietnamese entity on an agreed date.
FAQs
No. We run dedicated teams and an offshore development centre, we handle recruitment, payroll, HR and equipment, and we have grown one client engagement past sixty people at peak. The transfer step itself we have not yet done for a client, and we would rather tell you that than let a page imply otherwise. If a completed transfer is a requirement for your board, ask us early and we will say so on the first call.
Two to three years is the normal shape. A core team working inside four months, a year or two of operating while your entity is registered and the team settles, then a transfer measured in weeks once the date arrives. Anything promising a transfer inside a year is either a very small team or a plan that has not met a registration queue yet.
It should be a formula in your first contract rather than a number quoted later. We write it against something countable, usually headcount at the transfer date, so neither side can move it. What it should not be is a per-engineer fee introduced at the end, and any supplier unwilling to put the formula in writing at signature is telling you something.
A foreign-owned company here normally needs an investment registration and then an enterprise registration, and which form suits you depends on your ownership, your activity and your tax position. That work belongs with a Vietnamese law firm and their advice governs, not ours. What we can tell you is how long it has taken clients in practice and why starting it early matters.
Yes, and treating that as a formality is how transfers lose people. Employment moves to your entity on their existing seniority and salary, and the team is told the plan long before the date rather than in the month of it. We would rather lose somebody early, when there is time to replace them, than on the day.
Yes, and the agreement should say what happens when you do. In our version it becomes an ordinary dedicated team on ordinary terms with no penalty, because a company that changed its mind about an entity is not a company that broke a contract.
The centre model is the same operation with no transfer written into it. Same recruitment, same payroll and HR, same reporting, and the team stays with us. BOT is the centre model plus a priced exit. If you are unsure which you want, start with the centre and add the transfer terms later, which costs nothing beyond a new agreement. Our offshore development centre page covers the operating half in detail.
Below about fifteen people the entity overhead rarely repays itself, and a dedicated team gives you the same engineers without the legal project. We usually suggest starting a team of five or six under a dedicated arrangement, running it for a year, then deciding about an entity with real information instead of a forecast.
Your company, from the first commit, in every phase. Ownership of the work does not wait for the transfer and is not part of what gets transferred. Repositories, pipelines and documentation are yours throughout.
Bring the headcount you are aiming at and the year you want the entity running. Thirty minutes is enough to tell you whether BOT is worth the contract work, or whether a dedicated team gets you the same thing for less.
