An FDI Company Halting Its Project and Exiting Vietnam: Which Route

An overseas parent company decides not to continue doing business in Vietnam, but “not continuing” can be done in many different ways. Choosing the wrong route from the start — for example dissolving when a transfer could have been possible — can cost the enterprise time and the value of the assets already invested.

The short conclusion: an FDI company halting a project in Vietnam has three routes — suspension, transfer, or dissolution — and the first thing is always to check the actual situation before choosing. This article helps choose the right route; the detailed procedure for each route is presented in separate articles.

Three routes when an FDI company wants to stop

The three routes are not mutually exclusive over time: an enterprise may suspend first and only later decide on a transfer or dissolution once the situation is clear.

First step: check the status before choosing a route

Before meeting with the parent company, it is best to have in hand:

• The number of projects it has, and the status of the Investment Registration Certificate of each project.
• Land: leased or allocated, how much term remains, whether there are assets attached to the land.
• Labor: number of people, types of contract, entitlements payable if terminated.
• Tax: current obligations, and the tax incentives already enjoyed under the project.
• The foreign investment capital account in Vietnam: balance, and transaction history with the bank.

The result of the check determines which route is feasible. For example: leased land with a long remaining term and a factory that still has usable value are usually better suited to looking for a transferee than to dissolving right away.

When to choose suspension?

Suspension is suitable when the parent company has not yet settled on a long-term decision, or is waiting for the market, a partner, or the group’s restructuring plan. The enterprise keeps its enterprise code and must still fulfill its outstanding tax and insurance obligations during the suspension.

The method, the maximum duration and the milestones to follow are presented in the article Temporary Business Suspension vs. Dissolution: Which to Choose; that article applies generally to every type of enterprise, not only FDI.

When to choose to transfer the project or transfer capital?

This is the route FDI enterprises are least likely to think of first, but it often preserves the value of the assets already invested better than dissolution, if the right transferee is found.

Transferring the investment project. Under Article 34 of Law on Investment No. 143/2025/QH15, an investor has the right to transfer all or part of an investment project to another investor when statutory conditions are met. This is how the parent company can withdraw capital while the factory, customer contracts and employees are maintained under the new investor.

Transferring capital contributions or shares. If the parent company only wants to leave its role as owner without needing to terminate the project, it may transfer the capital contribution or shares it holds to another investor under the Law on Enterprises and the company charter. The enterprise continues to exist under the new owner; obligations that arose earlier still belong to the enterprise and do not automatically pass entirely to the buyer unless there is a separate agreement.

Points to prepare before negotiating:

• Valuing the project and the enterprise — this needs an independent appraisal firm.
• Clarifying which obligations go with the enterprise (tax debts, wage debts, contracts in progress) so that both sides agree clearly in the transfer contract.
• For a project with leased or allocated land, check the conditions for transfer under land law in parallel with the conditions under the Law on Investment.

The time to complete depends mainly on finding and negotiating with the transferee, not just on administrative procedures; this is the biggest difference compared with suspension or dissolution.

When to choose dissolution and terminating the project?

Dissolution is suitable when the parent company has decided not to continue in Vietnam in any form, and cannot find (or does not want to look for) a transferee. The prerequisite is that the enterprise can pay all its debts and property obligations.

For an FDI enterprise, dissolution comes together with terminating the investment project (Article 36 of Law on Investment 143/2025/QH15) and handling the foreign investment capital account in Vietnam before transferring the remainder abroad. The order of steps, the timeline and the points where FDI enterprises commonly get stuck (a large workforce, tax and incentives already enjoyed, an investor based overseas, having a branch or representative office) are presented in full in the article Dissolving a Foreign-Invested Enterprise and Terminating the Project; this article does not repeat them.

What if the enterprise is insolvent?

The three routes above apply only when the enterprise is still able to repay all its debts. If the enterprise is no longer able to pay its debts as they fall due, this is a different situation in legal nature, and needs to be considered under Law on Rehabilitation and Bankruptcy No. 142/2025/QH15 (effective from 1 March 2026, replacing Law on Bankruptcy No. 51/2014/QH13), not under the dissolution procedure of the Law on Enterprises.

An enterprise in this situation needs to work with a lawyer or a practicing organization for asset management and liquidation with the appropriate functions. The distinction between the two procedures is explained more fully in the article What Is the Difference Between Dissolution and Bankruptcy?.

Four questions to help the parent company choose a route

1. Does it still want to keep a foothold in the Vietnamese market in the near future? Yes → consider suspension. No → see question 2.
2. Do the factory, market share and current contracts have value that others would want to buy? Yes → explore the transfer route before deciding to dissolve. Unclear → it is advisable to hire an independent valuation firm before deciding.
3. Can the enterprise pay all its debts and property obligations? Yes → both dissolution and transfer are feasible. Not sure → the finances need careful review first, to avoid filing a dissolution dossier before conditions are met.
4. Are there signs of insolvency? Yes → stop, and find a firm specializing in rehabilitation and bankruptcy before doing any other procedure.

What Thái Tín can help with

For an FDI case of halting a project, Thái Tín is the coordinating point that helps the parent company see the whole picture before deciding:

• check the status of the project, enterprise, labor, tax and investment capital account;
• present the three routes using the enterprise’s own real data, so the parent company can decide for itself;
• if dissolution or termination of the project is chosen, coordinate the whole case until the agreed scope is completed, connecting professional partners for accounting, tax finalization and labor;
• if insolvency is suspected, say so clearly right away so the enterprise can find the right firm specializing in rehabilitation and bankruptcy, avoiding time lost going in the wrong direction.

The investment registration authority, the business registration authority and the tax authority review and decide the dossier under the route chosen.

You can send the status of the project and the Investment Registration Certificate number through the contact page to have the status checked before meeting with the parent company. The content of this article is general explanation and does not replace an assessment of any specific dossier.

Questions and answers

Related articles

Dissolution Dissolving a Foreign-Invested Enterprise and Terminating the Project Dissolution Temporary Business Suspension vs. Dissolution: Which to Choose Dissolution What Is the Difference Between Dissolution and Bankruptcy?