Terminating an investment project and liquidating a project are two different things often merged into one. Termination is a legal decision – the project stops existing in the investment file. Liquidation is the material and financial process after that decision: who the assets are sold to, how contracts close, how land is returned, and where the remaining money goes. The project liquidation timeline is therefore always longer than the project termination timeline.
This article presents the investment project liquidation timeline under the 2025 Investment Law and related law: how long the entire liquidation takes; the correct liquidation step sequence; which step takes longest; and the lawful ways to shorten the project liquidation process.
Applicable Legal Framework
The framework basis is Article 36 of the 2025 Investment Law (No. 143/2025/QH15): when an investment project terminates, the investor SELF-LIQUIDATES the project’s assets under the law on asset liquidation (clause 4); land-use rights and land-attached assets are handled under land law (clause 5); and the termination sequence and procedures are prescribed by the Government (clause 7). ‘Self-liquidation’ is the structural difference from bankruptcy: there is no court-appointed administrator – the investor organizes the liquidation itself but must observe the satellite legal regimes governing each asset and obligation type: enterprise asset liquidation under the 2020 Enterprise Law where the project attaches to a dissolved legal person, the customs regime for duty-free goods/machinery under Decree 134/2016/ND-CP, land handling under the 2024 Land Law and the land lease contract, and tax finalization under Tax Administration Law 108/2025/QH15.
One distinction must be grasped before reading the timeline: project liquidation happens at PROJECT level. A company with multiple projects may terminate and liquidate one project while the legal person and other projects operate normally; the legal-person steps (enterprise dissolution, company tax code closure) then do not appear in the timeline. The timeline below presents the full case – the project is the enterprise’s only activity and project liquidation accompanies dissolution – while noting which steps disappear in a partial liquidation.
Detailed Answers to Practical Questions
How long does investment project liquidation take in total?
Like every timeline in this exit stage: there is no overall statutory deadline, and the real figure is the sum of workstreams with their own rhythms. Decomposed into four time blocks. Block one – termination decision and procedures (administrative rhythm): the investor’s termination decision, notification and dossier at the investment registration authority, IRC revocation/adjustment – measured in weeks and driven mainly by input dossier completeness. Block two – asset and contract liquidation (market rhythm): selling factories, machinery, inventory; terminating land/infrastructure leases and handing over premises; liquidating performing contracts – measured in months and decided by asset liquidity: specialized equipment with few buyers and land/infrastructure requiring site restoration are the two longest variables. Block three – state financial obligations (inspection rhythm): customs liquidation for duty-free imported goods and machinery (re-export, change of use with duty repayment, or supervised destruction), tax finalization for the project/enterprise, closing insurance obligations for the project’s employees – this block runs on tax and customs authorities’ working progress and usually sits on the whole journey’s critical path. Block four – project closure (dossier rhythm): dividing and remitting residual assets to the investor through the investment capital account, closing the project’s accounts, completing the termination dossier at the investment registration authority and – where accompanying – the enterprise dissolution dossier. In synthesis: a services project without heavy assets can close in a short frame; a manufacturing project with a factory in an industrial park, duty-free machinery, and many employees usually needs a much longer frame – and the decisive milestone is almost always blocks two and three running in sequence. In a partial liquidation (the company has other projects), block four shrinks considerably because there is no legal-person dissolution or global tax finalization, only finalization of the terminated project’s part.
What is the liquidation step sequence for a project?
The standard sequence has seven steps with clear dependencies. Step 1 – termination decision and notification: the investor decides to terminate the project under Article 36 of the 2025 Investment Law (or the project is terminated by the investment registration authority in statutory cases), notifies the investment registration authority and related parties; for a project under investment policy approval, termination requires the approving authority’s opinion as prescribed. Step 2 – liquidation plan and organization: appoint the person/organization in charge of liquidation, inventory all of the project’s assets, contracts, receivables/payables, and obligations at the termination date – this inventory is the origin coordinate for every later step. Step 3 – project contracts and labor handling: terminate or transfer performing contracts per their termination clauses, handle labor relations under the labor usage plan (2019 Labor Code, Article 44 where many employees are laid off), and pay severance. Step 4 – asset liquidation: sell assets at market price with dossiers (auction/appraisal for high-value assets), handle inventory, collect the project’s receivables. Step 5 – land and infrastructure: liquidate land/sublease contracts, handle land-attached assets under land law and the lease’s terms, hand over premises in the required condition. Step 6 – closing state obligations: customs liquidation of duty-free goods, tax finalization, handling the project performance security deposit (refunding the remainder after deducting obligations if any as prescribed), returning/closing the project’s sub-licenses. Step 7 – dividing the remainder and closing the dossier: after all project obligations are paid, the residual assets/money belong to the investor; remit through the investment capital account with full documents, complete the project termination dossier at the investment registration authority. The order is not arbitrary: step 6 must finish before step 7 because the investor receives only the REMAINDER after obligations; and step 2 must finish before step 4 because selling uninventoried assets is how disputes and back-assessments are created later.
Which step takes the longest?
In project liquidation, the longest position belongs to one of two steps depending on project type, and both lie outside the investor’s direct control. For a manufacturing project: the land-attached asset liquidation step (steps 4-5) is usually longest – a factory built on leased land in an industrial park can be sold only to a subject eligible to sublease/lease land in the park, the infrastructure sublease carries site-restoration conditions and termination fees, and land-attached assets must be handled under land law in parallel with the park management board’s and infrastructure developer’s opinions; each negotiation round with asset buyers and the infrastructure developer is measured in months. For every project type with duty-free imported machinery and equipment: the customs obligation closure within step 6 can become the longest bottleneck – goods imported duty-free to form fixed assets under Decree 134/2016/ND-CP, on change of use purpose, require declaration and duty payment on residual value, re-export requires actual export dossiers, destruction requires supervision – and import dossiers from many years earlier are often no longer intact for reconciliation. The shared strategic point: both steps can be shortened only by preparation starting the day termination is contemplated – asset inventory and customs dossiers are the two tasks to complete BEFORE the termination decision issues, because after that point the staff holding the dossiers begins dispersing with the labor liquidation process.
How can project liquidation time be shortened?
Five ways, all in the preparation and parallelization group. One, sell the project instead of liquidating assets: if the project retains going-concern value, transferring the whole project to another investor under the 2025 Investment Law’s project transfer mechanism replaces nearly the entire asset liquidation block – the buyer takes over assets, contracts, and labor as-is; this is the fastest ‘liquidation route’ when the market has a buyer, and should always be screened before deciding to sell assets piecemeal. Two, prepare the liquidation dossier set before the termination date: asset inventory, a review of contracts and each contract’s termination clauses, customs inventory, and the project’s tax status – this dossier set turns the seven liquidation steps from a discovery process into an execution process. Three, parallelize independent steps: contract and labor handling, asset marketing, and customs/tax closure can run simultaneously; the truly dependent point is only that dividing the remainder must follow obligation closure. Four, price liquidation assets at market from the start: an asset listed above market that fails to sell returns at a lower price after many months, plus holding costs (premises rent, security, insurance) during the wait – an independent appraisal valuation from the start is cheaper than that loop. Five, negotiate early with infrastructure partners and park authorities: premises handover conditions, restoration fees, and the handover schedule should be fixed in writing before selling land-attached assets, avoiding the situation where assets are sold only to discover the handover conditions cannot be met. What does not help shortening: starting liquidation before a valid termination decision exists, or dividing assets to the investor before obligations close – both create legal risks far larger than the time saved.
Action Checklist
- Distinguish clearly in the plan: project termination (legal) and project liquidation (assets/obligations) are two processes with different timelines
- Inventory assets, contracts, receivables/payables, and customs dossiers BEFORE the termination decision date – the dossier-holding team disperses afterwards
- Observe the core dependency: close state obligations (tax, customs, deposit) before dividing the remainder to the investor
- Screen the whole-project transfer option before deciding to sell assets piecemeal – usually the fastest route
- Fix premises handover and restoration conditions with the infrastructure developer/park authority in writing early
- Price liquidation assets by independent appraisal at market from the start – listing high to wait is the most expensive delay
- For a partial liquidation: ring-fence the terminated project’s finalization so other projects’ operations are not frozen
Frequently Asked Questions
How does project liquidation differ from dissolving the enterprise executing the project?
In legal level. Project liquidation handles the assets, contracts, and obligations OF ONE PROJECT under Article 36 of the 2025 Investment Law – the executing legal person may continue to exist with other projects/activities after that project is liquidated. Enterprise dissolution terminates the LEGAL PERSON itself under Articles 207-208 of the 2020 Enterprise Law, pulling along termination of all its projects, global tax finalization, and closure of the enterprise’s tax code. Where the enterprise has a single project, the two processes run nested and project liquidation becomes the main content inside the dissolution process; where the enterprise has many projects, liquidating one project is an independent, much narrower process.
May the investor sell project assets itself without permission when liquidating?
Under Article 36(4) of the 2025 Investment Law, the investor self-liquidates project assets under the law on asset liquidation – i.e. it may organize asset sales itself without a separate ‘liquidation permit’. But ‘self-liquidation’ does not mean unconstrained: sales must observe each asset type’s regime (land-attached assets under land law and the lease contract, duty-free goods requiring customs duty handling on change of use, mortgaged assets requiring the secured party’s consent), the tax duties of the asset sale transactions, and – where the project attaches to a dissolving enterprise – the debt payment order of Article 208 of the 2020 Enterprise Law. Self-liquidation is a right to organize, not a right to bypass satellite regimes.
How is the project performance security deposit handled on liquidation?
The security deposit (or equivalent guarantee) for project performance is handled under the investment law’s deposit rules: when the project terminates and the investor has completed the obligations related to the project (including financial obligations and handling of assets and land as prescribed), the remaining deposit is refunded to the investor; conversely, uncompleted obligations may be settled from the deposit under the statutory mechanism before refund. In the liquidation timeline, closing the deposit belongs to the state-obligations step and must enter the checklist from the start – many investors forget this money until the project termination dossier is nearly closed, delaying its refund by months behind the other residual assets.
This article has been quality-reviewed by the FLAW AI Legal Council