Suspending an FDI company’s investment project is often confused with suspending business operations — but these are two different procedures, at two different authorities: suspending the investment project is done with the investment registration authority (IRC-related), while suspending business operations is notified to the business registration authority. Many companies do only one and think they are done, leaving obligations hanging at the other end. This article separates the two procedures, the notification sequences, obligations to maintain during suspension, and the expiry point not to miss.
Quick summary
| Topic | Suspending an FDI company’s investment project operations: distinguishing project suspension from business suspension, procedures, obligations during suspension |
|---|---|
| Key point | Handle both ends: notify project suspension to the investment registration authority and notify business suspension to the business registration authority (if all operations stop) |
| Obligations to maintain | Tax, social insurance, investment reporting and accrued obligations — “suspension” does not mean “no obligations” |
| Biggest risk | Expiry of the suspension without resuming or extending — the project may face termination review |
Distinguishing the two kinds of “suspension”
| Criterion | Investment project suspension | Business suspension |
|---|---|---|
| Object | Implementation of the investment project on the IRC | The company’s business operations |
| Authority | Investment registration authority that issued the IRC | Business registration authority |
| Document | Notice of investment project implementation suspension | Notice of business suspension |
In practice, when an FDI company stops all operations, both must be done. Notifying only one end leaves reporting and tax obligations at the other.
Investment project suspension procedure
- Internal decision: the investor/company issues a decision to suspend project implementation, setting the expected suspension period and plans for assets, labor and contracts during suspension.
- Notify the investment registration authority: send the suspension notice with the expected period; where the law requires, carry out IRC-related procedures as guided by the licensing authority.
- Handle related relationships: notify employees (regimes during work stoppage), partners and premises lessors; preserve project assets.
Business suspension procedure
The company sends the business suspension notice to the business registration authority before the suspension date within the statutory time limit, and notifies the tax authority. Note: each business suspension period has a statutory cap; to continue suspending after expiry, a new notice is required. During business suspension, the company may not sign new contracts or issue invoices, but must still file all tax returns up to the suspension point and settle outstanding obligations.
Obligations to maintain during suspension
- Tax: declare and pay taxes accrued up to the suspension point; no revenue does not excuse unfiled returns for earlier periods.
- Social insurance: finalize and pay social, health and unemployment insurance up to the suspension point; settle employee regimes.
- Investment reporting: periodic project implementation reporting obligations still apply; reports reflect the suspended status.
- Contracts and assets: maintain insurance validity, preserve assets, and perform non-deferrable contractual obligations.
Legal basis
- Law on Investment 2025;
- Law 76/2025/QH15 amending the Law on Enterprises;
- Decree 168/2025/ND-CP on enterprise registration;
- Decree 29/2025/ND-CP on the functions and tasks of the Ministry of Finance;
- The 2025 resolution on provincial-level administrative unit rearrangement and Resolution 203/2025/QH15.
When the suspension expires
At expiry, the company has two options: resume operations (notify authorities, restore invoices, personnel, licenses) or extend the suspension per procedure (if the law permits and within limits). If the period expires without resumption or extension, the project may face termination review — then the project termination sequence applies: asset liquidation, tax finalization. Where the project is no longer wanted, transferring the investment project to another investor is worth considering instead of letting the project “die clinically”.
FAQ
Must project suspension be notified?
Yes. The investment registration authority must be notified of the suspension and expected period; and if all business operations stop, business suspension must be notified to the business registration authority.
What is the maximum suspension period?
The law caps suspension time; expiry without resumption or extension may put the project under termination review. Check the regulations in force at implementation time.
Must taxes and reports be filed during suspension?
Yes. Obligations accrued up to the suspension point must be completed; periodic investment reporting still applies, reflecting the suspended status.
May new contracts be signed during suspension?
No; during business suspension the company may not conduct new business activities or issue invoices.
What instead of suspension for a permanent stop?
Carry out the investment project termination and company dissolution sequence (asset liquidation, tax finalization, debt payment), or transfer the project to another investor if it still has value.
When should a lawyer be involved?
When the project has large assets, many employees, or disputes with partners/lessors — a suspension plan preserving assets and lawfully handling labor and contract obligations is needed.
