Dissolution of FDI enterprises

The IRC and the Decision approving the investment policy (if any) cease to be valid from the date the decision to terminate the project's operation takes effect. Where the investor decides on its own to terminate the project and submits complete documents, the investment registration authority notifies the relevant agencies of the project's termination within 03 working days.

• After the project is terminated, the investor proceeds with the dissolution of the economic organization (ERC) under enterprise law — see question b26.

Basis: Points a and d, Clause 2, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-doanh-nghiep-von-nuoc-ngoai/. Thái Tín supports FDI enterprises across all three parts: the project (IRC), the enterprise (ERC) and tax — contact us to have your file reviewed.

Within 15 working days from the date the project is terminated (because its term has expired or under the conditions in the contract or charter), the investor notifies the investment registration authority and returns the Decision approving the investment policy (if any) and the IRC (if any), together with a copy of the document recording the termination.

• If the investor fails to do so, the investment registration authority decides on its own to terminate the project and revokes these documents.

Basis: Points b and c, Clause 2 and Clause 4, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/fdi-rut-khoi-viet-nam/.

For a project operating under an Investment Certificate (which also serves as the Business Registration Certificate) or an Investment License, the investment registration authority decides to terminate the project but does not revoke that certificate; the business registration content on the certificate remains valid until the enterprise completes the procedure with the business registration authority.

• Conversely, if the business registration part of the enterprise is revoked, the project content on the certificate remains valid.
• Therefore, a company using an old-style certificate must complete both parts: terminating the project and dissolving the enterprise.

Basis: Clause 3, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-doanh-nghiep-von-nuoc-ngoai/. Thái Tín can review the enterprise's old documents to determine the correct sequence.

Yes. Where the investor or the investment registration authority decides to terminate part of the project's operation, the investor continues to carry out the part that is not terminated and completes the procedure to adjust the investment project accordingly.

• This approach suits a company that wants to scale down rather than close entirely.

Basis: Clause 6, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/fdi-rut-khoi-viet-nam/.

After the project is terminated, the investor liquidates the project on its own in accordance with the law on asset liquidation; however, for a project that has been allocated or leased land by the State, or permitted to change the land use purpose, the land use rights and assets attached to the land are handled in accordance with land law and related laws.

• If the economic organization is dissolved during the liquidation, the liquidation of the project follows the law on dissolution.

Basis: Points a, b and c, Clause 8, Article 66 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/fdi-thue-nha-xuong/.

The investment registration authority prepares a record, sends a written request for contact (waiting 30 days), then asks the diplomatic mission of the investor's country for assistance and posts a notice for 90 days on the National Investment Information Portal. If, 12 months after the project ceased operating, contact still cannot be made, the authority decides to terminate the project.

Basis: Clauses 1 and 2, Article 67 of Decree 96/2026/NĐ-CP. Further reading: /kien-thuc/fdi-rut-khoi-viet-nam/. Thái Tín acts as the point of contact in Vietnam for overseas investors.

The project's assets are managed under the civil law provisions on managing the property of a person absent from their place of residence. The tax and customs authorities apply tax administration measures to recover tax debts and other financial obligations; the land authority recovers the land where applicable; the labor authority supports employees who lose their jobs.

Basis: Clause 3 and Points b, c and d, Clause 4, Article 67 of Decree 96/2026/NĐ-CP.

It may be extended. No later than 30 days before the exit suspension of the foreigner expires, if the tax obligation has not been fulfilled, the tax authority sends a notice of extension to the immigration management authority. The suspension is canceled immediately after the person fulfills the tax payment obligation or the debt is written off.

• Where a company's representative is suspended because of the company's tax debt: see question a07.

Basis: Point d, Clause 1, Clause 4 and Point a.3, Clause 5, Article 28 of Decree 252/2026/NĐ-CP. Further reading: /kien-thuc/giai-the-cong-ty-con-no-thue/.

A foreign-owned company typically goes through two procedures: terminating the investment project at the investment registration authority under the Law on Investment, and dissolving the enterprise at the business registration authority under the Law on Enterprises. Where the investor decides on its own to terminate the project, it must send the termination decision, the Decision approving the investment policy (if any) and the Investment Registration Certificate (if any) to the investment registration authority within 15 working days from the date of the decision. The dissolution part (decision, tax finalization, debt repayment, dissolution registration file) proceeds as for a domestic enterprise.

Basis: Law on Investment 143/2025/QH15, Point a, Clause 1, Article 36 (Law 24/2026/QH16 amends only Article 6 and Appendix IV, not Article 36); Decree 96/2026/NĐ-CP, Point a, Clause 2 and Clause 7, Article 66; Law on Enterprises 59/2020/QH14 (amended in 2022 and 2025), Article 208

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Yes, the project needs to be terminated (or transferred) together with the dissolution. Where the project is terminated at the same time as the economic organization, the project is terminated under the investment procedure and the investor then carries out the procedure to terminate the economic organization; if the company has been dissolved without terminating or transferring the project, the investment registration authority will terminate the project. Acting proactively from the start keeps the investment file and the enterprise file consistent.

Basis: Decree 96/2026/NĐ-CP, Clause 7, Article 66; Law on Investment 143/2025/QH15, Point i, Clause 2, Article 36

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The dissolution part uses the same set of documents as for a domestic company: the dissolution notice, the asset liquidation report, and the list of creditors and the debts already paid. The differences lie in the accompanying parts: the project termination file is sent to the investment registration authority; documents in a foreign language must have a Vietnamese translation with the translator's signature certified; and the land use rights and assets attached to the land of the project are handled under land law.

Basis: Law on Enterprises 59/2020/QH14, Clause 1, Article 210; Decree 96/2026/NĐ-CP, Clause 2 and Point b, Clause 8, Article 66; Decree 168/2025/NĐ-CP, Clause 2, Article 10 (amended by Clause 1, Article 19 of Decree 296/2026/NĐ-CP); Law on Investment 143/2025/QH15, Clause 5, Article 36

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Not necessarily. The person with signing authority may authorize another individual or organization to carry out the enterprise registration procedure; a power of attorney to an individual does not have to be notarized or certified, while an authorization to an organization must be accompanied by a copy of the authorization contract. Documents issued abroad may need translation and legalization depending on their type, so check each document before sending it over.

Basis: Decree 168/2025/NĐ-CP, Clauses 1 and 2, Article 12 (Clause 5, Article 12 is amended by Article 2 of Decree 296/2026/NĐ-CP; Clauses 1 and 2 are not amended)

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The Law on Enterprises provides a way to handle this situation. If the company has only one legal representative and that person is absent from Vietnam for more than 30 days without authorizing anyone, the company's owner, the Members' Council or the Board of Directors appoints another person as legal representative; the new person registers the change and then signs and submits the dissolution file. Note that an enterprise must always have at least one legal representative residing in Vietnam.

Basis: Law on Enterprises 59/2020/QH14, Clauses 3 and 5, Article 12 (Laws 03/2022/QH15 and 76/2025/QH15 do not amend Article 12); Decree 168/2025/NĐ-CP, Article 43 (not amended by Decree 296/2026/NĐ-CP)

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A branch of a foreign-owned company is a dependent unit registered under enterprise law, so it is terminated by the same procedure as a branch of a domestic company: complete tax obligations with the tax authority managing the branch, then send a termination notice, together with the decision of the owner, the Members' Council or the Board of Directors, to the business registration authority where the branch is located within 10 days from the date of the decision. If the branch is tied to an investment project, you also need to handle the project part at the investment registration authority: terminate the project, or adjust the project if it is terminated only in part.

Basis: Law on Enterprises 59/2020/QH14, Clause 1, Article 44; Decree 168/2025/NĐ-CP, Clauses 1 and 2, Article 66; Decree 96/2026/NĐ-CP, Point a, Clause 2 and Clause 6, Article 66

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Yes. After fully performing financial obligations to the Vietnamese State, the foreign investor may transfer abroad its investment capital, investment liquidation proceeds, income and other lawful assets. The transfer goes through the foreign investment capital account at a bank in accordance with the current foreign exchange regulations, so complete the tax finalization first and then work with the bank where the account is opened.

Basis: Law on Investment 143/2025/QH15, Article 11; Circular 38/2026/TT-NHNN on foreign exchange management for foreign investment activities in Vietnam (effective 18/8/2026)

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A representative office of a foreign trader is not dissolved under the Law on Enterprises but goes through the procedure for terminating its operation at the authority that issued the Establishment License of the office, under Decree 07/2016/NĐ-CP. Before termination, the foreign trader must pay its debts and other obligations in Vietnam; the termination file consists of a termination notice in the form of the Ministry of Industry and Trade, a list of creditors and unpaid debts (including tax debts and social insurance debts), a list of employees together with their corresponding entitlements, and the original Establishment License of the representative office.

Basis: Law on Commerce 36/2005/QH11, Clause 2, Article 23 (the amending laws 05/2017/QH14, 44/2019/QH14 and 75/2025/QH15 do not amend Article 23); Decree 07/2016/NĐ-CP; file components per administrative procedure code 2.000314 "Termination of operation of a representative office of a foreign trader in Vietnam" (announced in Decision No. 01 of the Ministry of Industry and Trade)

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