Termination of an investment registration certificate — cases and legal consequences

In which cases is an Investment Registration Certificate (IRC) terminated? How must investors liquidate the project, and how are land and assets handled? This article comprehensively analyses Article 36 of the Law on Investment 2025 (No. 143/2025/QH15, effective 1 March 2026) — the single provision governing investment-project termination and IRC revocation.

1. Two paths to termination: voluntary and authority-ordered

Article 36 of the Law on Investment 2025 clearly separates two groups of cases:

1.1. Investor-initiated termination (Clause 1) — 3 cases

• The investor decides to terminate the project;
• Under termination conditions agreed in the contract or enterprise charter;
• Expiry of the operation term without extension.

1.2. Termination by the investment registration agency (Clause 2) — 9 cases

1. The project falls under suspension cases (Article 35.2, 35.3) which the investor cannot remedy;
2. 24 months after the deadline for operational objectives without completion, ineligible for schedule adjustment;
3. Loss of the investment location without a location adjustment within 06 months;
4. 12 months of suspension with the agency unable to contact the investor/legal representative;
5. Project land recovered under land law;
6. No escrow deposit or escrow guarantee for projects subject to implementation security;
7. Investment based on a sham civil transaction;
8. Under a court judgment/decision or arbitral award;
9. The economic organisation has been dissolved without terminating/transferring the project.

For projects subject to investment-policy approval, the registration agency terminates after obtaining the opinion of the approving authority (Clause 3).

2. Revocation of the Investment Registration Certificate

Article 36.6 provides: the investment registration agency decides to revoke the IRC when the project is terminated under Clause 2 — except partial termination. The IRC ceases to be effective from the effective date of the termination decision.

Key point: IRC revocation does not mean revocation of the Enterprise Registration Certificate. The enterprise continues to exist as a legal person; only the investment project on the IRC terminates. (Exception: projects operating under an old Investment Certificate doubling as a business registration certificate, or an old Investment Licence — the business-registration content remains effective.)

3. Project liquidation: who does it and how?

• The investor liquidates the project itself under asset-liquidation law (Clause 4).
• Land-use rights and on-land assets are handled under land law (Clause 5): if land is recovered and the investor does not liquidate on-land assets within 12 months, the land-recovery authority organises the liquidation.
• If the economic organisation is dissolved or bankrupt during liquidation, liquidation follows dissolution/bankruptcy law.
• A terminated project may not be transferred to another investor — transfer conditions require the project not to have been terminated (Article 34).

4. Three common traps leading to FDI project termination

• The 24-month trap: prolonged schedule delay without adjustment procedures leads to termination under Clause 2(b).
• The 12-month “disappearance” trap: suspended operations with changed address/head office and no notification, leaving the agency unable to make contact, leads to termination under Clause 2(d).
• The escrow trap: land-using projects that overlook the escrow/guarantee obligation face termination under Clause 2(e).

5. What should investors do for a voluntary termination?

• Adopt a termination decision through the competent body (Members’ Council/General Meeting of Shareholders/owner);
• Notify the investment registration agency; complete termination procedures under Decree 96/2026/ND-CP;
• Liquidate assets, finalise taxes, settle employee obligations;
• Handle land-use rights under land law (returning land, transferring within permitted timelines…).

Proactive, orderly termination helps investors avoid a “compulsorily terminated project” record — which affects reputation and future projects in Vietnam.

For advice on terminating and liquidating investment projects and handling legal consequences, investors may contact us. See more in our Foreign Investment section.

Prepared and reviewed by the FLAW AI Legal Council — now submitted to the owner for approval prior to publication. This content is for reference only and does not constitute legal advice for any specific case.