Dissolution is the most complete exit route for a foreign-invested enterprise (FDI) in Vietnam: terminating the investment project, liquidating all assets, settling tax obligations, and closing the tax code. The process is governed simultaneously by the Law on Enterprises 2020 (Articles 207–210), the Law on Investment 2025 (Article 36), and the Law on Tax Administration 2025. One misstep — e.g., forgetting to terminate the investment project — can leave the company “dead but not buried,” with lingering reporting obligations.
1. Legal basis
- Law on Enterprises 2020 (59/2020/QH14, still in force): Article 207 (dissolution cases), Article 208 (dissolution order and procedures), Article 209 (dissolution dossier), Article 210 (liability for falsified dossiers).
- Law on Investment 2025 (143/2025/QH15, effective 1 March 2026): Article 36 — termination of investment project operations.
- Law on Tax Administration 2025 (108/2025/QH15, effective 1 July 2026): completion of tax obligations, tax code deactivation.
2. Step 1 — Terminate the investment project first
For an FDI enterprise, the investment project must be terminated before the enterprise is dissolved. Under Article 36(1)(a) of the Law on Investment 2025, the investor decides to terminate the project, then completes procedures with the investment registration authority. Note: if the project falls under authority-ordered termination (Article 36(2)), the IRC will be revoked. Skipping this step is the most common mistake — the project stays “alive” in the system while the company is dissolved.
3. Step 2 — Adopt the dissolution resolution (Article 208)
The dissolution resolution/decision must contain:
- The enterprise’s name and head-office address;
- Reasons for dissolution;
- Time limit and procedures for liquidating contracts and paying debts;
- A plan for handling obligations arising from labor contracts (mandatory — directly affecting employees’ rights);
- Full names and signatures of the competent persons (owner, Chair of the Members’ Council/Board of Directors).
The owner/Members’ Council/Board of Directors directly organizes the asset liquidation, unless the charter provides for a separate liquidation body.
4. Step 3 — Publicize within 7 working days
Within 7 working days of adoption, the dissolution resolution and meeting minutes must be sent to the business registration authority, the tax authority, and the employees; published on the National Business Registration Portal; and posted publicly at the head office, branches, and representative offices. If financial obligations remain unpaid, a debt settlement plan must accompany the resolution to creditors (creditor names/addresses, debt amounts, payment time/place/method, complaint handling).
5. Debt payment order (Article 208(5))
The mandatory order is:
- Wage debts, severance allowances, social insurance and other employee benefits under collective labor agreements and labor contracts;
- Tax debts;
- Other debts.
After all debts and dissolution costs are paid, the remainder belongs to the owner/members/shareholders. From the dissolution decision onward, the enterprise is prohibited from terminating the performance of previously effective contracts.
6. Step 4 — Tax clearance and tax code closure
The enterprise must finalize taxes up to the dissolution date and complete all tax obligations before registering dissolution with the business registration authority (see our article on tax finalization upon FDI dissolution). Only after the tax authority confirms completion is the tax code deactivated. From 1 July 2026, the deadline for filing the dissolution tax finalization dossier is the 45th day from the dissolution decision (Decree 252/2026/ND-CP).
7. Step 5 — File the dissolution dossier
Within 5 working days of paying all debts, the legal representative files the dissolution dossier with the business registration authority (Article 209(4)). The authority updates the legal status in the National Business Registration Database.
8. Post-dissolution liability (Article 210)
If the dissolution dossier is inaccurate or falsified, the responsible persons are jointly liable for unsettled employee benefits, unpaid taxes, and other outstanding debts, and bear personal legal responsibility for consequences arising within 5 years of filing the dossier.
9. Common FDI pitfalls
- Dissolving the enterprise while forgetting to terminate the investment project / revoke the IRC;
- Filing for dissolution before completing tax finalization → dossier returned;
- Overlooking labor contracts with foreign employees (coordinate with work permits);
- Forgetting project-linked sub-licenses (environment, fire safety, construction);
- Missing the 7-working-day public posting deadline.
Content drafted by the FLAW AI Legal Council, pending QA Council review before approval. This article is for general information only and does not replace legal advice for any specific case.