12-Step Checklist for Terminating an FDI Project

Terminating an FDI project is more than “shutting down the company”. For a foreign investor, behind the decision to exit lies a chain of legal obligations: the investment project (tied to the Investment Registration Certificate — IRC), the enterprise (tied to the Enterprise Registration Certificate — ERC), tax, labour, land and the capital account.

Miss one link and the investor may face additional tax assessments, labour disputes, or a legal representative who retains liability even after the company is “closed”. The checklist below sets out the full 12 steps in the order Vietnamese law requires. You can use it as a map — ticking off each completed step and knowing exactly which authority is responsible for which step.

(A PDF version of this checklist will be designed from the content below so you can download it for internal use.)

Step 1. Adopt the decision to terminate the project

What to do: The owner / Members’ Council / General Meeting of Shareholders meets and adopts a decision to terminate the investment project, and a decision to dissolve the enterprise if no other project in Vietnam remains.

Authority involved: Internal to the enterprise.

Note: This decision is the “birth certificate” of the entire process. The law recognises the investor’s right to decide on their own to terminate an investment project (point a, clause 1, Article 36 of the Law on Investment 2025). Every document sent to state authorities later must be consistent with this decision — the date of the decision is the anchor for many statutory deadlines.

Step 2. Review all outstanding obligations

What to do: Draw up a complete list: tax debts, social insurance debts, bank debts, supplier debts; contracts still in force (factory leases, services, distribution); receivables; remaining assets.

Authority involved: Internal to the enterprise, in coordination with the accountant / auditor.

Note: An enterprise may only be dissolved after it has paid all debts and other property obligations, and is not involved in a dispute being settled at a Court or Arbitration (clause 2, Article 207 of the Law on Enterprises 2020). See also: disputes when terminating an FDI project. A thorough review at this step helps avoid getting stuck later — particularly at the tax finalisation step and the dissolution filing step.

Step 3. Terminate labour contracts and settle benefits for employees

What to do: Notify and terminate labour contracts with all employees; pay wages and severance allowances; finalise social insurance records; recover and handle the work permits of foreign employees.

Authority involved: The social insurance agency; the provincial People’s Committee (authority for granting and revoking work permits under clause 1, Article 4 of Decree 219/2025/ND-CP — confirm the specific local receiving point before filing).

Note: When an enterprise ceases operations, labour contracts terminate under clause 7, Article 34 of the Labour Code 2019. Employees who have worked regularly for 12 months or more are entitled to severance allowance (Article 46). Within 14 working days of termination, both parties must fully settle all amounts relating to each party’s rights; where the enterprise ceases operations, this period may be extended but not beyond 30 days (clause 1, Article 48). The employer must also complete the procedures for confirming social insurance and unemployment insurance contribution periods and return documents held belonging to the employee (point a, clause 3, Article 48). For foreign employees: when the labour contract terminates or the enterprise ceases operations, the work permit expires (clauses 2 and 7, Article 156) and must be revoked as prescribed. See also: handling labour matters when terminating an FDI project.

Step 4. Finalise tax

What to do: Declare and finalise all taxes up to the date of cessation: corporate income tax, value-added tax, withheld personal income tax, and foreign contractor tax (if any).

Authority involved: The directly managing tax authority.

Note: This is the most time-consuming step and the one that produces the most additional assessment risk. The tax authority may inspect or audit before confirming that the enterprise has fulfilled its tax obligations. Prepare books, invoices and vouchers thoroughly in advance and engage the tax authority early rather than waiting until the last minute. See also: tax finalisation upon dissolution / FDI project termination.

Step 5. Liquidate the project’s assets

What to do: Sell and liquidate the project’s machinery, equipment, inventory and other assets; recover receivables; handle land use rights and assets attached to land (if the project was allocated or leased land by the State).

Authority involved: Internal to the enterprise; the land administration authority (if land is involved).

Note: The investor self-liquidates the investment project in accordance with the law on asset liquidation when a project terminates (clause 4, Article 36 of the Law on Investment 2025; clause 8, Article 66 of Decree 96/2026/ND-CP). Land use rights and assets attached to land of projects that were allocated or leased land are handled under land law. Liquidation proceeds are the source for paying the debts in the next step — so the order of “liquidate first, pay debts after” must be planned carefully. For land, factories and assets on land specifically, see: land and factories upon FDI project termination.

Step 6. Notify termination of the investment project

What to do: Within 15 working days of the decision date, send to the investment registration authority:
– The decision to terminate the investment project;
– The investment policy approval decision (if any);
– The original Investment Registration Certificate (IRC) (if any).

Authority involved: The investment registration authority (the Industrial/Economic Zone Management Board or the Department of Finance, depending on where the IRC was issued).

Note: The 15 working day deadline and the file composition above follow point a, clause 2, Article 66 of Decree 96/2026/ND-CP (the decree guiding the Law on Investment 2025, effective from 31/3/2026, replacing Decree 31/2021/ND-CP). Within 03 working days of receiving complete documents, the investment registration authority notifies the termination to the relevant authorities. This is a deadline fixed by law — late filing may be subject to administrative sanctions in the investment field.

Step 7. Terminate the tax code’s validity (within the interconnected dissolution mechanism)

What to do: Prepare and carry out the procedure to terminate the tax code’s validity within the same interconnected stream as the dissolution file at the business registration authority — these are not two separate steps in the style of “finish tax first, then file dissolution”.

Authority involved: The directly managing tax authority; the business registration authority (interconnected mechanism).

Note: Terminating a tax code’s validity is part of tax registration upon enterprise dissolution (clause 1, Article 10 of the Law on Tax Administration 2025). The current mechanism is interconnected: the enterprise files for dissolution at the business registration authority, the information is transferred to the tax authority for finalisation and the tax code termination procedure within the same processing stream (Article 13 of Circular 90/2026/TT-BTC). After fulfilling its tax obligations, the tax authority issues a notice for the enterprise to continue finalising the formal dissolution file at the business registration authority. The tax code may not be used in economic transactions from the date the tax authority announces the termination of its validity. The time milestones of the interconnected process follow Article 64 of Decree 168/2025/ND-CP: the business registration authority publishes the information and changes the enterprise’s status to “in dissolution proceedings” within 03 working days (clause 2); the tax authority responds within 02 days (clause 5); the business registration authority updates the status to “dissolved” within 05 days (clause 5). Note: branches and representative offices must cease operations before the enterprise files for dissolution (clause 4).

Step 8. Terminate the IRC’s validity

What to do: Monitor the investment registration authority’s processing of the project termination file (this authority notifies the relevant agencies within 03 working days of receiving complete documents); the IRC terminates its validity as prescribed.

Authority involved: The investment registration authority.

Note: For projects issued an IRC, the Investment Registration Certificate terminates its validity from the date the decision to terminate the investment project takes effect (point d, clause 2, Article 66 of Decree 96/2026/ND-CP). Keep all correspondence with the investment registration authority — it is evidence that the project was properly terminated, needed for the following steps and for the records archive.

Step 9. Close the investment capital account and repatriate capital

What to do: Transfer all remaining investment capital and other lawful income out of the country through the Foreign Investment Capital Account in Vietnam, then close the account.

Authority involved: The licensed bank where the capital account is opened.

Note: When an investment project is completed, liquidated or terminated, the foreign investor must transfer capital abroad through the capital account (Circular 38/2026/TT-NHNN, effective from 18/8/2026, replacing Circular 06/2019/TT-NHNN — the old name “direct investment capital account”/DICA is no longer used). Where the enterprise must close the capital account due to dissolution, the transfer of the remaining capital and other lawful income abroad follows the rules on opening, closing and using accounts in Circular 38/2026/TT-NHNN — so check the text directly (or discuss with the licensed bank where the account is opened) before proceeding. Note: the transfer of capital abroad is carried out after the enterprise has fully satisfied its tax obligations, based on each case’s file. The licensed bank checks the file, documents and transaction purpose before transferring funds — so prepare a complete set of documents, consistent with the tax finalisation file. See also: repatriating FDI capital: the capital account and foreign exchange.

Step 10. File for enterprise dissolution

What to do: File the enterprise dissolution registration at the business registration authority after all debts have been paid.

Authority involved: The provincial business registration authority.

Note: Do not leave the sending of the dissolution decision to the end of the process. The law requires: within 07 working days of adoption, the dissolution resolution/decision and the meeting minutes must be sent to the business registration authority, the tax authority and the employees (clause 3, Article 208 of the Law on Enterprises 2020) — and published publicly. This is an independent deadline obligation, to be performed immediately after the decision is adopted (in parallel with tax finalisation), not after the other steps are complete. After all debts are paid, the legal representative sends the dissolution registration file within 05 working days of the date all debts were paid (clause 7, Article 208). The file comprises: the dissolution notice, the asset liquidation report, and the list of creditors and debts paid (clause 1, Article 210).

Step 11. Publish the dissolution information

What to do: Ensure the dissolution resolution/decision is published on the National Portal on Business Registration and posted publicly at the head office, branches and representative offices.

Authority involved: The business registration authority (the National Portal on Business Registration).

Note: Publication is not just a procedure — it is also a way to protect the investor against later claims from creditors or partners who allege they “did not know” the enterprise was being dissolved. If the enterprise still has unpaid financial obligations, the dissolution resolution and the debt settlement plan must also be sent to each creditor and to persons with related rights and obligations (clause 3, Article 208).

Step 12. Archive the file

What to do: Systematically archive the entire termination process file: the termination decision, correspondence with state authorities and their replies, the tax file, the labour file, asset liquidation vouchers, the tax code termination confirmation, and the capital account closure confirmation.

Authority involved: Internal (the person authorised to keep the records after dissolution).

Note: A dissolved enterprise no longer has legal person status to “explain” itself when the tax authority later inspects or audits — any review of tax obligations after dissolution (if any) follows the law on tax administration. Note also: where the dissolution file is inaccurate or falsified, managers and the legal representative are jointly liable to pay unresolved employee benefits, unpaid taxes and other outstanding debts, and bear personal liability for the consequences arising within 05 years of the date the dissolution file was submitted (clause 3, Article 210 of the Law on Enterprises 2020). A complete file is the only remaining “shield” — so keep both paper and electronic copies, and clearly designate who keeps the file and for how long.