Dissolving an FDI Company in Vietnam: Process, Dossier, Timeline and Costs

Deciding to leave Vietnam is not as hard as leaving in compliance with the law. A foreign-invested company wishing to terminate its existence must pass through three “gates” simultaneously: investment (project termination), tax (finalisation, tax code deactivation) and enterprise registration (name removal). Missing one gate, the company remains “alive” on paper — and the legal representative remains liable.

When should an FDI enterprise consider dissolution

Dissolution is the exit option when the investor wants to close the legal entity in Vietnam entirely. Common signs:

The project operation term has expired with no wish to extend (point c, clause 1, Article 36 of the Investment Law 2025, No. 143/2025/QH15).
The overseas parent decides to exit the Vietnamese market (point b, clause 1, Article 207 of the Enterprise Law 2020, No. 59/2020/QH14).
Prolonged losses but still enough assets to pay all debts. If no longer able to pay, the company must follow rehabilitation and bankruptcy procedures (the Law on Rehabilitation and Bankruptcy 2025, No. 142/2025/QH15), not voluntary dissolution.
Regional strategy changes or internal conflicts in a joint venture with no agreed direction.

Note: dissolving an enterprise differs from terminating an investment project’s operation. Project termination closes the “investment licence” (IRC); dissolution erases the legal entity. When exiting Vietnam entirely, an FDI company normally must do both, in the right order. If still torn between dissolution, bankruptcy or transfer, see FDI Exit: Bankruptcy, Dissolution or Transfer? to choose the right option before starting.

FDI company dissolution process: 7 steps and timeline

The standard sequence for a voluntary dissolution of a foreign-invested company. Statute-based milestones are stated; “practical” milestones reflect FDI dossier experience.

Step 1 — Adopting the dissolution decision

The owner, Members’ Council or General Meeting of Shareholders adopts the dissolution resolution/decision with the mandatory contents under clause 1, Article 208 of the Enterprise Law 2020: name and head office address; dissolution reason; time limit and procedures for liquidating contracts and paying debts; plan for handling obligations from labour contracts; name and signature of the authorised person.

For FDI companies, the internal stage usually takes longest: the overseas parent’s resolution must be consularly legalised (unless exempted) and notarised-translated before use in Vietnam.

Step 2 — Notification and asset liquidation (notify within 7 working days)

Within 07 working days of adoption, the dissolution resolution/decision and meeting minutes must be sent to the business registration authority, the tax authority and employees; published on the National Enterprise Registration Portal and posted at the head office (clause 3, Article 208). If financial obligations remain unpaid, a debt settlement plan is sent to creditors.

In parallel, the company directly organises asset liquidation (clause 2, Article 208), unless the charter provides otherwise. For companies with machinery and production lines, this stage can stretch depending on asset scale and liquidation method.

Payment order: (1) wage debts, termination allowances, social insurance, health insurance, unemployment insurance and other employee benefits; (2) tax debts; (3) other debts. Only the remainder is distributed to owners, members and shareholders by ownership ratio.

Step 3 — Terminating the investment project operation (15 working days)

The FDI-specific step. The investor sends the decision terminating the investment project operation, with the investment policy approval decision (if any) and the IRC (if any), to the investment registration authority within 15 working days of the decision (point a, clause 2, Article 66 of Decree 96/2026/ND-CP — guiding the Investment Law 2025, effective 31/3/2026). Within 03 working days, the investment registration authority notifies relevant agencies. The IRC ceases effect from the date the termination decision takes effect. See also Land and factories when terminating an FDI project.

Step 4 — Tax finalisation and tax inspection

The longest stage, where many FDI dossiers get “stuck”: (1) filing the tax finalisation dossier no later than day 45 from the dissolution decision date (point b, clause 5, Article 10 of Decree 252/2026/ND-CP; counted in calendar days); (2) on-site tax inspection at the head office — focusing on transfer pricing, enjoyed tax incentives, contractor tax and VAT refunds; (3) paying arrears, late-payment interest and fines after inspection. Details in Tax finalisation when dissolving/terminating an FDI project.

Step 5 — Deactivating the tax code

Tax code deactivation is part of tax registration (clause 1, Article 10 of the Law on Tax Administration 2025, No. 108/2025/QH15). Under the interlinked one-stop mechanism, the business registration authority transfers information to the tax authority for implementation (clause 4, Article 13 of Circular 90/2026/TT-BTC); normally no separate form 24/DKT is filed. After completing tax obligations, the tax authority issues Notice form 28/TB-DKT for the company to file the formal dissolution dossier. Principle: dissolution is only permitted after all tax debts are paid (clause 2, Article 207 of the Enterprise Law 2020). Details in Deactivating the tax code when dissolving an FDI company.

Step 6 — Filing the dissolution dossier at the business registration authority (5 working days)

Within 05 working days of paying all debts, the legal representative files the dissolution registration dossier with the Business Registration Office where the head office sits. Note: after 180 days from receiving the dissolution resolution/decision, if the business registration authority receives no opinion on the dissolution from the enterprise or a written objection from a related party, the authority updates the legal status of the enterprise on the National Enterprise Registration Database (clause 8, Article 208 of the Enterprise Law 2020) — but that is only an administrative update; tax obligations and related persons’ liabilities do not automatically disappear.

Step 7 — Closing the investment capital account, repatriating capital, returning the seal

When terminating the project, capital, profits and lawful income to be transferred abroad must go through the investor’s investment capital account opened at a permitted bank (Articles 11, 12 of Circular 38/2026/TT-NHNN). The payment account is only for amounts not transferred abroad — e.g. for another project in Vietnam. Note the new terminology: from 18/8/2026, Circular 38/2026/TT-NHNN replaces Circular 06/2019/TT-NHNN; the name “direct investment capital account (DICA)” is changed to “investment capital account”. Only after completing tax obligations and transferring all remaining capital abroad may the investor close the account. Note: the 12-month period in Article 19 of Circular 38/2026 is a transitional provision counted from the Circular’s effective date (18/8/2026), applying only to cases within the transitional scope — not a rolling deadline from when each enterprise ceases to have foreign investors. Banks require complete proof of tax completion and project termination — prepare in advance to avoid funds getting “stuck”.

On the seal: enterprises now self-manage seals under the Enterprise Law 2020. Only where the seal was issued by the police (older enterprises) must seal return/cancellation procedures be done.

Total practical time depends on the specific dossier, with tax inspection usually taking the largest share. Clean books with few related-party transactions go faster; dossiers with transfer pricing or complex tax incentives take longer. Contact FLAT for a timeline assessment for your company’s specific case.

Dossier checklist

Under Article 210 of the Enterprise Law 2020 and Article 64 of Decree 168/2025/ND-CP (on enterprise registration, effective 01/7/2025, replacing Decree 01/2021/ND-CP):

Send to authorities within 7 working days of adopting the dissolution decision: – [ ] Dissolution resolution/decision (with meeting minutes if a multi-member/shareholder company) – [ ] Debt settlement plan (if financial obligations remain unpaid) — send to creditors

Dissolution registration dossier filed at the Business Registration Office: – [ ] Notice of enterprise dissolution — Form 30 under Circular 121/2026/TT-BTC (new form, effective 21/8/2026; do not use old forms saved on your computer) – [ ] Enterprise asset liquidation report – [ ] List of creditors and paid debts — including tax debts and social insurance, health insurance, unemployment insurance debts for employees (if any) – [ ] Seal and seal specimen certificate (if the seal was police-issued), or written confirmation of seal cancellation – [ ] Original Enterprise Registration Certificate (ERC) – [ ] Unlisted, unregistered joint stock companies: copy of the shareholder register (clause 3, Article 64 of Decree 168/2025/ND-CP, as amended by Article 13 of Decree 296/2026/ND-CP)

Project termination dossier filed at the investment registration authority (within 15 working days): – [ ] Decision terminating the investment project operation – [ ] Investment policy approval decision (if any) — original for surrender – [ ] Investment Registration Certificate (IRC) — original for surrender

Tax dossier (filed within 45 days of the dissolution decision): – [ ] CIT finalisation return up to the dissolution point – [ ] Financial statements at the operation cessation point – [ ] Personal income tax finalisation return (if salaries were paid) – [ ] Books and vouchers for on-site tax inspection

Tax, labour and land obligations

Tax — complete tax payment obligations first, deactivate the tax code second, remove the enterprise name last. File the tax finalisation dossier no later than day 45 from the dissolution decision; undergo on-site tax inspection; pay arrears, late-payment interest and fines if any; handle overpaid tax and uncredited VAT before tax code termination. Only when the tax authority confirms tax completion (Notice 28/TB-DKT) can the dissolution dossier proceed.

Labour — when the company dissolves, labour contracts terminate. Employees regularly working 12 months or more receive severance allowances (per year: half a month’s salary, Article 46 of the Labour Code 2019). Within 14 working days of contract termination, both sides settle all benefits in full; where the employer ceases operation this may extend but not beyond 30 days (clause 1, Article 48). Wages, social insurance, health insurance, unemployment insurance and severance allowances are paid with priority on dissolution (clause 2, Article 48). The company must close social insurance and unemployment insurance books and return original papers to employees (clause 3, Article 48). For foreign employees: work permits expire when labour contracts terminate (clause 1, Article 30 of Decree 219/2025/ND-CP); the employer returns the work permit with a report within 15 days (clause 1, Article 31). Temporary residence cards (TRC) and visas must also be handled. Details in Handling labour when terminating an FDI project.

Land and factories — when the investment project terminates, land subject to recovery under point d, clause 1, Article 82 of the Land Law 2024 (based on the project termination document) is not recovered immediately: the investor may continue using the land for 24 months from the project termination date to transfer land use rights or sell land-attached assets to other organisations or individuals (clause 2, Article 35 of Decree 102/2024/ND-CP). After 24 months without doing so, the State recovers the land with no compensation for land and land-attached assets. This mechanism applies to land allocated or leased by the State; for land and factories leased from industrial park infrastructure businesses, the lease contract governs. Land and factory leases in industrial parks must be liquidated: outstanding rent, site restoration costs, deposits.

Risks of doing it wrong yourself

“Half” dissolution — ceasing actual operation without completing procedures — is the costliest mistake at FDI companies:

Abandoning an inactive company: the tax code is switched to “not operating at the registered address”; tax debts, fines and late-payment interest keep accruing. The legal representative may face exit suspension: when the enterprise is tax-enforced with tax debts of 500 million VND or more overdue by 120 days or more (clause 5, Article 17 of the Law on Tax Administration 2025; point b, clause 1, Article 28 of Decree 252/2026/ND-CP). Details in Abandoning an inactive FDI company: 7 legal risks.
Personal liability does not disappear when the company is “suspended”: where the company ceases operation without completing tax payment obligations, capital contributors and shareholders must complete tax payment obligations under enterprise law (point c, clause 1, Article 17 of the Law on Tax Administration 2025). See also Personal liability of the legal representative when dissolving an FDI company.
Inaccurate or forged dissolution dossiers: related persons are jointly liable to pay unresolved employee benefits, unpaid tax and other debts, and bear personal legal liability for 05 years from the dissolution dossier filing date.
Late tax finalisation filing (beyond 45 days): administrative tax penalties, plus the whole timeline stretches because without the tax authority’s “closure” there is no Notice 28/TB-DKT.
Transferring money abroad through the wrong channel: capital and profits on project termination must go through the investment capital account at a permitted bank. Wrong channels mean banks refuse the transaction and even foreign exchange penalties.
Using old dossier forms: from 21/8/2026, the dissolution notice must use the new Form 30 under Circular 121/2026/TT-BTC. Filing the old form means rejection at the first round.

Why choose FLAT

FLAT is a boutique law firm serving foreign investors — FDI dissolution and project termination is work we do regularly. The process for an FDI dissolution dossier:

Comprehensive review before starting: enterprise legal standing, investment project status, tax, labour, land and investment capital account obligations. A report clearly flagging potential “stuck” points and how to handle them.
A roadmap per gate: investment — tax — business registration — foreign exchange, with an in-charge person and milestones for each gate.
Working directly with tax authorities, investment registration authorities and banks on the client’s behalf, in Vietnamese and English/Chinese where needed.
Full handover: the complete legal dossier of the entire process — so the parent company or auditors have grounds to answer later questions.

We do not promise “guaranteed approval” or absolute timelines — progress depends on state authorities and each company’s dossier condition. What we promise: doing it lawfully, transparent progress, accountability until the dossier closes.

Transparent fee framework

Dissolving an FDI company costs depend on: company scale, employee count, whether land/factories are involved, tax book condition, contracts needing liquidation. FLAT does not quote one figure for all dossiers.

After the first free 30-minute consultation and a preliminary dossier review, we send a detailed quotation by work stage. Contact us for a detailed quotation for your company’s case. The assessment stage fee is deducted from the package fee when continuing with FLAT. See the scope of work and fee policy in the All-inclusive FDI dissolution and project termination service package.

Frequently asked questions

How long does dissolving an FDI company take? There is no fixed figure — time depends mainly on tax finalisation (the tax authority may inspect before confirming tax completion) and dossier complexity. Statutory milestones: 7 working days to send the dissolution notice, 15 working days to notify project termination, 45 days to file the tax finalisation dossier. See detailed analysis of influencing factors: Factors affecting the time and cost of dissolving an FDI company.

Can a company with tax debts be dissolved? No. Dissolution is only permitted when all debts, including tax debts, are ensured paid (clause 2, Article 207 of the Enterprise Law 2020). Tax obligations must be completed first, with the tax authority’s confirmation (Notice 28/TB-DKT), before the formal dissolution dossier is filed.

What if the legal representative is a foreigner who has left the country? Procedures must still be completed in Vietnam; a lawyer or authorised person in Vietnam may be authorised to act. If the company has tax debts above the threshold, the legal representative may face exit suspension when re-entering.

Are dissolving the company and terminating the investment project the same thing? No. Terminating the investment project operation (Article 36 of the Investment Law 2025, procedures in Article 66 of Decree 96/2026/ND-CP) closes the investment licence; dissolving the enterprise (Articles 207, 208, 210 of the Enterprise Law 2020) erases the legal entity. Order: dissolution decision → project termination → tax finalisation → tax code deactivation → enterprise name removal.

Can I handle dissolution procedures myself? Yes — the law does not require hiring a lawyer. But for FDI companies, the difficulty lies in tax inspection (especially transfer pricing), liquidating land/factory leases and transferring capital abroad via banks — mistakes are very costly to fix. Download the 12-step FDI project termination checklist to self-assess your dossier’s complexity.

Information in this article is for reference only and does not replace legal advice for specific cases. Regulations updated as of September 2026.

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