Dissolving a Foreign-Invested Enterprise and Terminating the Project

A foreign-invested enterprise (FDI) can close its operations in Vietnam through a clear sequence. The difference from a domestic company: besides dissolving the enterprise under the Law on Enterprises, there is also terminating the investment project under the Law on Investment, and the transfer of legitimate capital and income abroad under foreign-exchange regulations.

From 1 March 2026, Law on Investment No. 143/2025/QH15 replaces the 2020 Law on Investment. The procedure for terminating a project is currently guided by Decree 96/2026/ND-CP. Companies using documents prepared under the old law should re-check the legal basis before filing.

How do terminating an investment project and dissolving an enterprise differ?

An enterprise may have one or several projects. Some enterprises terminate only one project and continue operating. To fully close the enterprise, all projects must be handled and the legal entity dissolved.

When does an investment project’s operation terminate?

Under clause 1, Article 36 of the 2025 Law on Investment, the investor terminates the investment activity or project when:

• the investor decides to terminate the project’s operation;
• termination conditions stated in the contract or company charter are met;
• the project’s operating term has expired.

Clause 2, Article 36 lists the cases where the investment registration authority terminates all or part of a project. These include the case where the economic organization has dissolved but has not ceased operation or transferred the project (point i). For a project subject to investment policy approval, the investment registration authority terminates it after obtaining the opinion of the policy-approving authority (clause 3, Article 36).

Practical meaning: once the decision to close the enterprise has been made, the investor should proactively terminate the project, rather than leave it for a state authority to handle later. A proactive dossier is usually more streamlined and lets the investor control the timing.

Procedure for terminating an investment project under Decree 96/2026/ND-CP

The investor itself decides to terminate. The investor notifies and sends the decision to terminate the project’s operation, the Investment Policy Approval Decision (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 notification form is Form I.1.12 issued together with Circular 55/2026/TT-BTC.

Termination under the contract, charter, or expiry of the term. The investor notifies and submits the above documents within 15 working days from the termination date, together with a copy of the document recording the termination.

Within 3 working days from receiving the documents, the investment registration authority notifies the relevant authorities of the termination. The Investment Registration Certificate ceases to be effective from the date the project termination decision takes effect.

The investor then liquidates the project itself in accordance with regulations on asset liquidation (clause 4, Article 36). Land-use rights and assets attached to land are handled under land law (clause 5, Article 36).

Suggested order for closing down an FDI enterprise

The order below is a reference framework. The actual roadmap depends on the number of projects, land, labor and tax obligations of each enterprise.

Steps 1 and 2 can be carried out at the same time as step 3. How to sequence them should be settled in the roadmap from the outset, so the documents sent to the investment authority and the business registration authority remain consistent.

Common issues for FDI enterprises and how to handle them

A large workforce with many types of contracts. Employee entitlements are paid first. It is best to prepare an entitlement table for each employee early; see dissolving a company with many employees.

Tax and incentives already enjoyed. FDI enterprises often have related-party transactions and project-based tax incentives. These need to be reconciled during tax finalization; specific conclusions depend on the dossier and the tax authority’s opinion.

Investment capital account and transferring capital abroad. From 18 August 2026, foreign-exchange management for foreign investment in Vietnam follows Circular 38/2026/TT-NHNN, replacing Circular 06/2019/TT-NHNN. Specific procedures with the bank need to be checked with the bank where the account is held.

Investor based overseas. Signatures, authorizations, translation and legalization of foreign documents need to be factored into the timeline. How to handle it: prepare a single set of documents signed once, sufficient for both procedures.

Having a representative office or branch. The enterprise must cease operation of its branches, representative offices and business locations before filing the dissolution dossier (clause 4, Article 64 of Decree 168/2025/ND-CP; Article 64 is partly amended by Decree 296/2026/ND-CP, effective 23 July 2026; clause 4 is not amended); a dependent unit must complete deactivation of its tax code before the managing unit (Article 14 of Circular 90/2026/TT-BTC). If it is a representative office of a foreign trader (not of an FDI enterprise), a different procedure applies; see terminating a foreign trader’s representative office.

What Thái Tín can help with for foreign-invested enterprises

Serving FDI enterprises is one of Thái Tín’s strengths. We:

• check the status of the project, the enterprise, labor and tax before quoting;
• prepare a table-based roadmap showing which party does what and by when, easy to send to a parent company overseas;
• connect professional partners for accounting, tax finalization, labor and banking matters;
• coordinate and report progress until the agreed scope is completed.

The investment registration authority, business registration authority and tax authority review and decide on the dossier. Costs comprise the service fee, third-party fees if any, and the enterprise’s outstanding obligations; a quote is given after checking the enterprise’s status. See the general framework on the dissolution page.

You can send your enterprise’s tax code and Investment Registration Certificate number through the contact page to have your status checked first. This article is general information and does not replace advice on any specific dossier.

Questions and answers

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