Retaining Core Teams Until Dissolution Completes in Vietnam: Completion Bonuses. FLAT regularly handles this issue when foreign investors deal with retaining the core team until dissolution completes with completion bonuses in Vietnam: one wrong step can trigger administrative fines, loss of asset rights or prolonged disputes. This article follows a lawyer’s review sequence: the legal basis in force as of October 2026, how it applies to a concrete file, the procedure to follow and the risks to settle before signing anything.
Core legal basis — retaining the core team until dissolution completes with completion bonuses
The paradox of every dissolution is that the best people leave first, while the company needs exactly them until the last day for tax finalisation, asset liquidation and book closure. The standard tool is a completion bonus: a bonus under Article 104 of the Labour Code 45/2019/QH14, paid when the employee stays and completes assigned work through a defined closure milestone. Unlike statutory allowances, the completion bonus is the employer’s voluntary regime — so its entire value sits in the document: conditions, payment milestones, and what happens if the closure runs long or ends early.
Applying the rules to your situation
A completion bonus policy fails for one of three reasons: the amount is too small against the core employee’s outside options; the conditions are vague (stay until the work is done — but certified by whom, on what date); or the employer reserves a unilateral right to cancel the policy. Core staff read the policy with the eyes of someone weighing an outside offer: a signed commitment with concrete dates and identified funding beats a general promise of a raise.
Procedure and documents to prepare
- Step 1: identify the genuinely irreplaceable core list per closure phase (finalisation, liquidation, handover) and the date each person is needed until — not everyone necessarily to the very last day.
- Step 2: set bonus levels by replaceability and required stay length; issue the bonus regulation under Article 104 of the Labour Code, after consulting the workplace employee representative organisation and publishing it at the workplace.
- Step 3: sign an individual retention agreement with each core member: work to complete, payment milestones (possibly staged), treatment if the closure ends early or extends, and an employer commitment against unilateral adverse change.
- Step 4: budget and secure funding inside the closure budget; pay on milestone with personal income tax withholding, as the bonus is employment income.
Risks to anticipate
The first risk is retaining by verbal promise: when a core member takes another job mid-closure, the employer has no tool but goodwill. The second is drafting bonus clawback like a labour-contract penalty — a clause type readily invalidated in employment relations; the safe structure pays after completion instead of paying first and reclaiming. The third is forgetting tax and related costs in the budget, so the real package is smaller than the announced figure and trust breaks at the most sensitive moment.
Answers to client questions
What does a dissolution completion bonus policy contain?
It contains: the positions covered and the date each must stay until; the bonus level and calculation per group; the completion conditions for entitlement; the payment schedule (single end payment or staged by milestone); and handling of early completion, extension, or an employee leaving for force majeure reasons. The policy is issued as a bonus regulation under Article 104 of the Labour Code after consulting the workplace employee representative organisation.
How does a completion bonus differ from the job-loss allowance?
The job-loss allowance under Article 47 of the Labour Code is a statutory duty arising when employees lose jobs in the prescribed cases — payable regardless of which closure date the employee stays until. A completion bonus is a voluntary extra the employer adds to keep people working to a needed milestone; the two are independent and cumulative, and one may not be netted against the other.
In what form should retention agreements be signed?
The safe practice is a labour-contract annex or a separate bilateral agreement referencing the issued bonus regulation. It must state: the completion scope, the milestones and corresponding amounts, payment timing, and a stability commitment for the policy. Avoid repayment wording drafted as a penalty; structure payment after milestone achievement instead.
Is the completion bonus subject to personal income tax?
Yes. A completion bonus is the employee’s income from wages and salaries and is taxable under the framework of the Personal Income Tax Law 109/2025/QH15 (replacing Law 04/2007/QH12); the employer withholds at source on payment and treats it as payroll cost for corporate income tax where the documentation conditions of current tax rules are met.
Action conclusion
Design completion bonuses on four principles: paid after the milestone, measurable conditions, a bilateral signed document, and funding locked in the closure budget. And announce early — a retention policy only works if it arrives before the outside offer.
This article has been quality-reviewed by the FLAW AI Legal Council