Transferring a Project, Selling an FDI Company: Exit Cleanly Without Dissolution

Dissolving an FDI company in Vietnam usually drags on with successive stages — tax finalisation, asset liquidation, tax code deactivation — and in the end you recover no capital. Meanwhile, if the project still has value — remaining lease term, good factories, valid licences, customers and a team — selling to another investor is both faster and lets you recover money instead of closing at a loss.

When to sell instead of dissolving

Not every project can be sold. But if the signs below are present, transfer is usually worth considering more than dissolution:

The project has real value: long remaining land/lease term, good machinery, valid IRC and sub-licences, stable customers and team. The transaction value lies in these very factors.
Potential buyers exist: competitors wanting to expand, supply-chain partners, investment funds, or foreign enterprises wanting fast entry into Vietnam through M&A.
A fast exit is needed: transfer is usually the shortest path if a buyer is found — no going through tax finalisation, asset liquidation, tax code deactivation like dissolution.
Image matters: “transferring the project to a partner for continued development” is very different from “closing and exiting Vietnam” — important if the group has other operations here or plans to return.
A “clean” dossier: no large tax debts, no social insurance debts, no hanging disputes. The cleaner the dossier, the better the sale price.

Conversely, think of dissolution when: the project loses money with no buyer; debts exceed asset value; the land is revoked or the IRC is about to expire without renewal; major unresolved disputes. Not sure which case you are in? Read the comparison: FDI exit — bankruptcy, dissolution or transfer?

Three transaction structures: share sale, project sale or asset sale

“Selling the company” can be done three ways:

1. Share / capital contribution transfer (share deal). The buyer buys shares/capital contributions; the company keeps its legal entity status — contracts, licences, tax code, IRC remain effective, only the owner changes. The fastest and cleanest, but the buyer “inherits” hidden risks, so due diligence is thorough and tight warranties are demanded.

2. Investment project transfer. Changing the investor implementing the project — suitable when the transaction attaches to a specific project with its own IRC. The project must be adjusted and the IRC adjusted under Article 34 of the Investment Law 2025 (No. 143/2025/QH15, effective 01/3/2026).

3. Asset transfer (asset deal). Selling individual assets and transferring each licence separately. The buyer controls risk better, but procedures are cumbersome and some licences must be re-applied for from scratch.

Many deals combine the first two — e.g. a share deal with IRC adjustment when the company has multiple projects.

The 6-step transfer process — and practical timing

Step 1. Internal review and preliminary valuation

Before offering for sale, you need to know what you are selling — and whether there are hidden legal issues: vendor DD of “legal health” (IRC and its adjustments, ERC, charter, member/shareholder registers, sub-licences, land, major contracts, tax and social insurance obligations, existing disputes); preliminary valuation by an independent valuer or a methodology agreed with the buyer. Every seller thinks their dossier is problem-free — until the buyer’s lawyer finds a tax debt from 3 years ago.

Step 2. Finding a buyer and agreeing in principle

Sign a non-disclosure agreement (NDA) before opening the dossier (especially when the buyer is a competitor), then sign a letter of intent (LOI)/memorandum of understanding: expected price, transaction structure, timeline, conditions precedent.

Step 3. Buyer-side due diligence

The buyer’s lawyers and auditors “scrutinise” everything: legal, financial, tax, labour, land, environment. Many deals collapse here because of issues the seller did not clean up in Step 1 — and the seller should also check the buyer’s financial capacity.

Step 4. Negotiating and signing the transfer agreement

The transfer agreement (SPA) is the most important document of the deal. Terms not to be taken lightly: price and price adjustment mechanism; deposits and forfeiture/return conditions; conditions precedent (completing due diligence, IRC adjustment approval…); the seller’s warranties on legal, financial and tax matters with indemnity obligations; breach penalties and dispute resolution.

On payment: share and capital contribution transfer values between resident and non-resident investors must be paid through the investment capital account (formerly: direct investment capital account/DICA); the payment currency is VND or foreign currency depending on the transaction parties (Article 10 of Circular 38/2026/TT-NHNN, effective 18/8/2026, replacing Circular 06/2019/TT-NHNN). Paying through personal accounts violates foreign exchange management.

Step 5. Post-signing legal procedures (parallel with payment)

Share / capital contribution transfer:

Multi-member LLC: offer to remaining members first on the same terms; only after 30 days if they do not buy (in full) may you sell to outsiders (Article 52 of the Enterprise Law 2020). Skipping this, the transaction may be sued for cancellation.
Joint stock companies: shareholders freely transfer, except charter restrictions (Article 127).
Registering member/shareholder changes; if only one member remains, converting to a single-member LLC and registering changes within 15 days (clause 3, Article 52).
Buyers who are foreign investors subject to control: registering capital contribution, share and capital contribution purchases under Article 21 of the Investment Law 2025 before enterprise change registration (IRC issuance not mandatory — Article 26).

Investment project transfer:

Conditions (clause 1, Article 34 of the Investment Law 2025): the project is not subject to operation termination (referencing Article 36); the foreign investor receiving the transfer meets market access conditions (clause 2, Article 21); complying with land, housing, real estate business law and conditions in the investment policy approval document and the IRC. Procedures: adjusting the investment project under Article 33, filing the dossier with the transfer contract (clause 2, Article 34). IRC adjustment deadline: 07 working days from receiving a valid dossier (clause 11, Article 57 and clause 2, Article 56 of Decree 96/2026/ND-CP dated 31/3/2026, replacing Decree 31/2021/ND-CP); online filing with digital signature: 10 working days (Article 43 of Decree 96/2026/ND-CP).

Step 6. Tax declaration and repatriating money abroad

Parallel with Step 5: declaring and paying capital transfer tax (details in the section below), then transferring money abroad through the investment capital account after completing tax obligations (Circular 38/2026/TT-NHNN).

Total practical time depends on the buyer’s due diligence speed, contract negotiation and the complexity of IRC, enterprise registration and tax procedures — contact FLAT for a timeline assessment for your specific case.

Dossier to prepare

Gather the dossier from Step 1 — professional buyers will ask for all of these in due diligence:

[ ] IRC and adjustment decisions; investment policy approval document (if any)
[ ] ERC, company charter, member register / shareholder register
[ ] Sub-licences (conditional business lines, foreign labour…)
[ ] Land use right certificates, land/factory lease contracts
[ ] Financial statements for the last 3 years (audited), tax returns, tax completion confirmations
[ ] Major contracts with customers and suppliers; loan and guarantee contracts
[ ] Labour and social insurance dossiers
[ ] Meeting minutes approving the transfer; offer documents to remaining members for capital contributions
[ ] Non-disclosure agreement (NDA), letter of intent (LOI), transfer agreement (SPA)
[ ] Buyer’s capital contribution/share purchase registration dossier (if subject to registration)
[ ] CIT/PIT returns from capital transfer; vouchers proving capital cost and transfer expenses

Not sure your dossier is sufficient? Download the 12-step FDI project termination checklist — many items there work for the transfer option too.

Tax obligations on transfer: the latest points you must know

This is the section that has changed most in two years — and the one most investors miscalculate.

Corporate income tax — seller is an organisation

The CIT Law 2025 (No. 67/2025/QH15, effective 01/10/2025, applying from the 2025 tax period): income from capital transfer — including investment project transfer — is taxable income (clause 2, Article 3).

Seller is a Vietnamese enterprise: tax = 20% × (sale price − capital cost − transfer expenses). Selling at a loss means no tax.
Seller is a foreign enterprise: tax = 2% × transfer price (Decree 320/2025/ND-CP) — computed on the total sale price, not deducting capital cost, so selling at a loss still pays tax. Before the 2025 tax period, foreign organisations bore 20% on profit.
Exempt: capital transfer in intra-group restructuring — no change of ultimate parent, no income arising (point i, clause 3, Article 12 of Decree 320/2025/ND-CP; 4 detailed conditions in point m, clause 2, Article 7 of Circular 20/2026/TT-BTC). For intra-group transactions, review this point first.

Personal income tax — seller is an individual

The PIT Law 2025 (No. 109/2025/QH15, effective 01/7/2026): 20% on taxable income (sale price − purchase price − reasonable expenses); where the purchase price and expenses cannot be determined, 2% on the sale price (clause 1, Article 13, clause 1, Article 23) — applied uniformly to resident and non-resident individuals. For securities transfers specifically: 0.1% on the transfer price.

Contractor tax — much online material is outdated

From 12/3/2026, the CIT provisions in Circular 103/2014/TT-BTC were abolished (clause 7, Article 10 of Circular 20/2026/TT-BTC): foreign organisations transferring capital pay tax directly under the CIT Law 2025 (2% on the transfer price), no longer through the contractor tax mechanism. Much online material still cites Circular 103/2014 as an effective document — check the issuance date.

Value-added tax

Capital transfer (part/all of invested capital, securities, capital contribution rights) is not subject to VAT (point d, clause 9, Article 5 of the VAT Law 2024, No. 48/2024/QH15) — but this definition does not cover investment project transfer and asset sales, for which VAT must be examined separately.

Double tax avoidance agreements (DTA)

If the seller comes from a country with a DTA with Vietnam, the transaction may be exempted/reduced — review before signing and prepare complete proof dossiers.

6 costly risks of doing it yourself

Transferring a project without meeting conditions (clause 1, Article 34 of the Investment Law 2025): the investment registration authority refuses IRC adjustment, the transaction “hangs” midway, the buyer demands the deposit back plus compensation.
Skipping capital purchase registration when the buyer is a foreign investor subject to registration (Article 21 of the Investment Law 2025): administrative penalties and possible effects on transaction validity.
Not offering to remaining members before selling to outsiders (Article 52 of the Enterprise Law 2020): remaining members may sue to cancel the transfer transaction.
Miscalculating tax: applying the old rate to foreign organisations, or thinking “selling at a loss means no tax” — while from the 2025 tax period, foreign organisations selling at a loss still pay 2% on the sale price. One wrong line in the return can lead to reassessment, penalties and late-payment interest.
Paying without going through the investment capital account: violating foreign exchange management, penalised — and the sale proceeds may not be transferable abroad.
Sloppy due diligence, loose contracts: only after signing discovering tax debts, expired licences, land disputes — the deal collapses, both sides taking each other to arbitration or court. Disputes on FDI project termination: common scenarios

Why choose FLAT for your exit deal

Boutique specialising in FDI and cross-border M&A — working both sell-side and buy-side.
Pre-sale vendor DD: cleaning legal risks so you sell at a good price instead of being forced down.
Drafting and negotiating bilingual SPAs, with warranties and indemnity clauses tight enough to protect you after handover.
All-inclusive post-transfer procedures: capital purchase registration, IRC adjustment, enterprise change registration, tax declaration, investment capital account.
Commitment to respond within 4 working hours.

FLAT’s all-inclusive FDI dissolution / project termination service package — when you are weighing both options and want a single point handling everything.

Fee framework

Fees are based on scope of work and transaction value, usually in three groups: (a) legal review and preliminary valuation; (b) drafting and negotiating the transfer agreement; (c) all-inclusive post-transfer procedures (IRC, enterprise registration, tax, capital account). FLAT quotes in detail after the first free 30-minute consultation.

Quick Q&A

1. Does selling an FDI company require dissolving the old company and establishing a new one? No. Transferring shares/capital contributions only changes the owner — the company keeps its legal entity status; all contracts, licences and the tax code remain effective.

2. Must a foreign buyer obtain a new IRC? Buying shares/capital contributions does not mandatorily require an IRC (Article 26 of the Investment Law 2025) — but controlled cases must register capital contribution/share/capital contribution purchases first (Article 21). Transferring an investment project mandatorily requires IRC adjustment (Article 34).

3. Does selling at a loss incur tax? Foreign organisations: yes — from the 2025 tax period, CIT is 2% on the transfer price, profit or loss (the CIT Law 2025). Vietnamese enterprises or individuals proving a loss incur no tax.

4. How long does it take to sell an FDI company? No fixed figure. Time depends on the buyer’s due diligence speed, negotiation and signing, and the complexity of IRC, enterprise registration and tax procedures. Contact FLAT for a timeline assessment for your specific case.

5. Can the sale proceeds be transferred abroad? Yes — after completing tax obligations in Vietnam, transfer money abroad through the investment capital account (Circular 38/2026/TT-NHNN). Details: repatriating FDI capital — the DICA account and foreign exchange

Book a free 30-minute consultation: assessing your project’s saleability

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