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Factors Affecting the Time and Cost of FDI Company Dissolution

“How long does it take to dissolve a company in Vietnam? How much does it cost?” — This is the first question most foreign investors ask when deciding to exit the market. The straight answer: there is no fixed figure for all cases. The time and cost of each dissolution are decided by a set of case-specific factors — the state of the books, outstanding tax obligations, labour, land, assets. This article systematises those factors by stage, so investors can self-assess which group their case falls into and know what to prepare. Where the law prescribes, the article cites specifically; the impact analysis of each factor is based on actual dossier-handling practice.

The big picture: 6 stages of an FDI dissolution

Dissolving a foreign-invested enterprise is not a single procedure but a chain of 6 stages, each under a different authority, and the next stage can only proceed when the previous one is done:

  1. Internal decision and dissolution announcement — internal + the Business Registration Office.
  2. Termination of the investment project — the investment registration authority (revoking the Investment Registration Certificate, or IRC).
  3. Tax finalisation and tax code deactivation — the tax authority.
  4. Handling labour, social insurance (SI), customs — relevant authorities.
  5. Liquidating assets, paying debts, remitting funds abroad — internal + banks.
  6. Filing the dissolution dossier, name removal — the Business Registration Office.

The total time equals the time of the slowest stage — and in most cases, that is stage 3 (tax).

Each stage: which factor decides the time

Stage 1: Dissolution decision and announcement

The Enterprise Law 2020 (Law No. 59/2020/QH14) prescribes in Article 208: within 07 working days of adopting the dissolution decision, the enterprise sends the announcement to the Business Registration Office where the head office is located.

The time-deciding factor here is internal: with FDI enterprises, the dissolution decision is usually signed by the foreign parent company. Meetings, signatures, consular legalisation, certified translations — the more prepared in advance, the more compact this stage.

Stage 2: Termination of the investment project

Where the investor voluntarily decides to terminate the investment project, the investor notifies and sends the termination decision, the investment policy approval decision (if any), the Investment Registration Certificate (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 — Law No. 143/2025/QH15, effective 01/3/2026, replacing the Investment Law 2020). The investment registration authority notifies relevant agencies of the termination within 03 working days.

Influencing factors: the coordination of the local investment registration authority and whether the dossier is complete on first filing. But do not leave it for last thinking “IRC revocation is just a formality”: some tax authorities checking tax code deactivation dossiers ask about the investment project’s status. Doing it in parallel from early on is always better than doing it in sequence.

Stage 3: Tax finalisation and tax code deactivation — usually the bottleneck

This is the most unpredictable stage. Split it into two parts:

  • The administrative part has clear deadlines: FDI enterprises register tax together with business registration under the one-stop interlinked mechanism (clause 2, Article 10 of the Tax Administration Law 2025 — Law No. 108/2025/QH15, effective 01/7/2026, replacing the Tax Administration Law 2019), so tax code deactivation goes through the interlinked channel: the Business Registration Office sends the dissolution decision information to the tax authority; the enterprise does not file a separate deactivation request to the tax authority as with the direct tax registration channel (clause 4, Article 13 of Circular 90/2026/TT-BTC — effective 01/7/2026, replacing Circular 86/2024/TT-BTC). Under this channel, the tax authority issues the notice that the taxpayer has ceased operations and is processing tax code deactivation (form 17/TB-DKT) within 02 working days, and the notice of tax obligation completion for filing the dissolution dossier (form 28/TB-DKT) within 03 working days of the enterprise completing tax obligations (point a.1, clause 3, Article 15 of Circular 90/2026/TT-BTC).
  • The finalisation part — reviewing returns, paying outstanding tax, handling invoices, handling uncredited VAT, with many cases of on-site inspections by the tax authority — the law does not fix a set deadline for this actual review and working phase. Deciding factors: the state of accounting books (complete, reconciled or with gaps), whether there are tax debts and late-payment interest, the number of branches and business locations across provinces, and whether the tax authority conducts an on-site inspection. This is the stage varying most between cases — also why total time cannot be fixed at one common figure.

The tax steps in detail are analysed separately at deactivating the tax code on FDI company dissolution and tax finalisation on dissolution and FDI project termination.

Stage 4: Labour, SI, customs (done in parallel)

Finalising SI books for employees, paying severance allowances, confirming no import-export tax debts with customs authorities (if there was import-export activity). These run in parallel with the tax stage — not adding to total time if well arranged. But if missed (SI not finalised before the dissolution dossier is filed), the dossier is easily asked to supplement and clarify before proceeding, at which point time piles up.

Stage 5: Asset liquidation and outbound fund transfers

Liquidating factories, machinery, inventory; recovering receivables; paying debts in the statutory order (employee wages and SI first, tax debts second, other debts after — clause 5, Article 208 of the Enterprise Law 2020). Then remitting remaining capital and profits abroad through the “foreign investment capital account in Vietnam” (shortened to “capital account”) at a permitted bank — the new name under State Bank Circular 38/2026/TT-NHNN, effective 18/8/2026, replacing Circular 06/2019/TT-NHNN (previously called the “direct investment capital account”, abbreviated DICA).

Influencing factors: the scale and nature of assets to liquidate (specialised machinery is harder to sell than ordinary inventory), the state of recoverable receivables, and the completeness of the bank’s required dossier before permitting fund transfers (dissolution decision, tax obligation completion confirmation, audit report if any). Prepare the bank dossier in parallel from early on to avoid the scene where all state procedures are done but the money is stuck at the bank stage.

Stage 6: Filing the dissolution dossier, name removal

The legal representative sends the dissolution dossier to the Business Registration Office within 05 working days of paying all debts (clause 7, Article 208 of the Enterprise Law 2020). The dossier includes the dissolution notice, the asset liquidation report, the creditor list and paid debts (Article 210).

The Business Registration Office sends the dissolution registration information to the tax authority; within 02 working days of receiving the information, the tax authority gives its opinion on whether the enterprise has completed tax obligations. Within 05 working days of receiving the dissolution registration dossier, if there is no rejection opinion from the tax authority, the Business Registration Office updates the enterprise’s legal status to “dissolved” on the National Business Registration Database, and issues the notice of the enterprise’s dissolution (clause 8, Article 208 of the Enterprise Law 2020; clause 5, Article 64 of Decree 168/2025/ND-CP).

What stretches total time — and how to shorten it

There is no formula adding stages into one common figure, because many stages can run in parallel and each case has a different “bottleneck”. What investors need to grasp are the factors below.

The five most common time-stretching factors:

  1. Incomplete or mismatched accounting books. The deeper the tax authority inspects, the longer the time. This is the number-one cause.
  2. Unresolved tax debts, especially uncredited VAT hanging for years without a clear refund dossier.
  3. Branches and business locations in multiple provinces — each place its own pace; dependent units must finish before the managing unit.
  4. Unresolved disputes: with employees, creditors, the factory lessor, or land disputes.
  5. Slow internal decisions — the foreign parent approves slowly, or the legal representative is changed midway.

The four most practical shortening methods:

  1. Start the tax review before signing the dissolution decision. Do not wait for the decision to check the books. Finalisation is the longest part — get it running earliest.
  2. One coordinator responsible for the whole process. FDI dissolution involves at least 5 authorities/organisations (tax, investment registration, business registration, SI, banks). Without a coordinator, steps wait for each other.
  3. Work in parallel, not in sequence. Terminating the investment project, finalising SI, preparing the bank dossier — all can run alongside tax finalisation.
  4. Proactively work with the tax authority from early on instead of filing and waiting. One direct working session to agree the supplement dossier list can save months of back-and-forth correspondence.

Statutory milestones to remember to avoid being “stuck” for missing deadlines:

  • 07 working days to send the dissolution announcement to the Business Registration Office (clause 3, Article 208 of the Enterprise Law 2020);
  • 15 working days to send the investment project termination decision to the investment registration authority (point a, clause 2, Article 66 of Decree 96/2026/ND-CP);
  • 10 working days to file the tax code deactivation dossier (point h, clause 3, Article 6 of Decree 252/2026/ND-CP) — applies only to taxpayers registering tax directly with the tax authority; FDI enterprises registering tax under the one-stop interlinked mechanism register dissolution at the Business Registration Office after completing tax obligations (clause 2, Article 6 of Decree 252/2026/ND-CP), with no separate 10-day milestone for the tax authority;
  • After 180 days from the business registration authority’s receipt of the dissolution resolution/decision without receiving an opinion on dissolution from the enterprise or written objection from a concerned party, the business registration authority updates the enterprise’s legal status on the National Business Registration Database (clause 8, Article 208 of the Enterprise Law 2020). Reaching this milestone passively means losing control of the process — it is only an administrative update, not removing unhandled obligations and liabilities — so it is not the way to choose.

The full sequence is systematised in the 12-step FDI project termination checklist. For the overall picture of exit options — dissolution, bankruptcy or transfer — see dissolving the FDI company.

What costs make up the budget: a checklist for budgeting

The good news first: state fees for dissolution procedures are nearly zero.

  • Enterprise dissolution registration is exempt from business registration fees under clause 2, Article 5 of Ministry of Finance Circular 47/2019/TT-BTC. The dissolution fee at the Business Registration Office is 0 dong.
  • Tax code deactivation procedures collect no fees (the National Public Service Portal publishes this procedure with the fee column left blank).
  • Investment project termination procedures at the investment registration authority usually incur no fees; actual charges (if any) depend on each charge and locality.

The real costs lie in the following — this is a checklist for investors to budget, not a price list, because each case differs greatly:

  1. Outstanding tax and late-payment interest. The largest item in many dissolutions. Finalisation at dissolution often reveals additional payable amounts, and late-payment interest accrues daily — the longer the delay, the more expensive.
  2. Accounting and audit costs. Hiring accountants to review and prepare finalisation reports; hiring independent auditors if banks require audit reports for outbound transfers or the parent company requires them.
  3. Legal costs. Lawyers reviewing dossiers, drafting the dissolution decision and dossier set, working with the tax authority, the investment registration authority, the Business Registration Office, banks. With FDI cases, this is usually a lump sum by scope — see the full-package FDI dissolution and project termination service.
  4. Severance allowances and employee payments, plus SI book finalisation. These are the first-priority payment obligations on dissolution.
  5. Asset liquidation costs. Valuation, auction or liquidation of factories, machinery, inventory; site restoration per lease contracts.
  6. Notarisation, translation, consular legalisation. Foreign parent company decisions, bilingual documents — each item small but adding up if the dossier is thick.
  7. Maintenance costs during the wait. Office, accountants, the representative — a not-yet-dissolved legal entity still incurs minimum operating costs. “Going fast” is also “saving money”.

A budgeting note: do not just ask “how much is the dissolution service”, but ask “what is the total cost to fully close this legal entity, including additional tax payable”. The two figures are far apart, and the second is the figure investors need for the decision.

Want to know how long your case needs and how to budget?

Each FDI enterprise has a different “medical record”: industry, years of operation, books state, employee count, remaining assets. Contact FLAT for a timeline assessment and budget items for your specific case — the preliminary assessment is done in the free first 30-minute consultation. See the full-package FDI dissolution and project termination service for the scope of work.

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