Fully closing an FDI presence in Vietnam is a programme of sequential procedures, not a single form. Wrong sequencing is the top cause of delay: dissolving the company before the project is terminated, or remitting money home before tax duties are locked down. This article builds the overall map in the correct logical order: terminate the project at the investment layer, pay and liquidate at the operations layer, finalise at the tax layer, and only then dissolve and strike off at the enterprise registration layer. Investors who hold this map can budget time realistically and avoid surprises from interdependent steps.
Legal basis
As to grounds, investors should start from Investment Law No. 143/2025/QH15, effective from 1 March 2026, and Decree No. 96/2026/ND-CP detailing dossiers and procedures for issuance and amendment of the Investment Registration Certificate on the National Investment Information System. Where the matter touches the economic organisation implementing the project, additional grounds are Enterprise Law No. 59/2020/QH14 as amended by Law No. 76/2025/QH15 and Decree No. 168/2025/ND-CP on enterprise registration. Citations under Investment Law No. 61/2020/QH14 and Decree No. 31/2021/ND-CP retain only historical value for projects licensed in the earlier period.
Analysis and step-by-step procedure
When applying the rules to terminating all projects and dissolving the company, the first thing to clarify is the boundary between work belonging to terminating all projects and dissolving the company and work belonging to neighbouring procedures, because dossiers on terminating all projects and dissolving the company usually stall not at appraisal but where the company misclassifies the procedure type for terminating all projects and dissolving the company. A good dossier for terminating all projects and dissolving the company always tells one consistent story from the first page to the last: why terminating all projects and dissolving the company arose, what change or event terminating all projects and dissolving the company concerns, which documents prove terminating all projects and dissolving the company, and what outcome the investor asks the investment registration authority to record about terminating all projects and dissolving the company. In receiving practice, the officer handling terminating all projects and dissolving the company reads the file by cross-checking, placing the request on terminating all projects and dissolving the company beside the current IRC and the evidence on terminating all projects and dissolving the company beside the internal records the company must later produce at any post-inspection of terminating all projects and dissolving the company. The hidden cost of terminating all projects and dissolving the company rarely sits in fees; it sits in supplementation rounds for terminating all projects and dissolving the company, where each round on terminating all projects and dissolving the company adds waiting time, re-translation time for documents tied to terminating all projects and dissolving the company and the risk of data drift among papers already filed for terminating all projects and dissolving the company. Experienced companies prepare a dedicated checklist for terminating all projects and dissolving the company, in which every document of terminating all projects and dissolving the company is tagged with its origin, issue date, legalisation status if it is a foreign document serving terminating all projects and dissolving the company, and the person responsible for updating it when terminating all projects and dissolving the company changes. The governance angle matters as much as the legal angle in handling terminating all projects and dissolving the company: the decision on terminating all projects and dissolving the company should be recorded at the competent level inside the company, so successors later understand why terminating all projects and dissolving the company was handled in the chosen way rather than through another option for terminating all projects and dissolving the company. Where terminating all projects and dissolving the company involves an outside partner, every oral understanding about terminating all projects and dissolving the company should become a written document before the terminating all projects and dissolving the company dossier is filed, because the investment registration authority records only contents about terminating all projects and dissolving the company appearing in official documents, not private exchanges about terminating all projects and dissolving the company. Timing is also a variable to compute for terminating all projects and dissolving the company: filing the terminating all projects and dissolving the company dossier before internal data on terminating all projects and dissolving the company is locked creates follow-on corrections, while waiting one beat to lock the terminating all projects and dissolving the company data usually shortens the total timeline of the whole terminating all projects and dissolving the company process. Once terminating all projects and dissolving the company is complete the work is not over: the outcome of terminating all projects and dissolving the company must flow into the next project report, into the archived file for terminating all projects and dissolving the company and into the periodic compliance task list, so that terminating all projects and dissolving the company does not become a fresh gap at the next review. Investors should keep an internal summary of terminating all projects and dissolving the company with three parts: what changed through terminating all projects and dissolving the company, which documents evidence terminating all projects and dissolving the company, and which duties attached to terminating all projects and dissolving the company remain open; this summary of terminating all projects and dissolving the company proves especially useful during due diligence or a project management handover.
- Project stage: complete termination of all projects with the investment registration authority, handling deposits and project assets.
- Payment stage: liquidate contracts, end employment contracts lawfully, and pay wage, insurance and partner debts.
- Tax stage: finalise taxes to the termination date and close the tax code after the tax authority confirms all duties are fulfilled.
- Dissolution stage: adopt the dissolution decision under Enterprise Law 59/2020/QH14, notify and complete procedures at the business registration authority under Decree 168/2025/ND-CP.
- Post-dissolution stage: close investment capital and bank accounts, remit remaining assets home through lawful banking channels and archive records as required.
Common errors and practical notes
The classic bottleneck is tax and invoices: a single missed filing period or one unhandled invoice can keep the tax code open, and while the tax code stays open dissolution cannot finish. The second bottleneck is labour: wages, severance and social insurance must be settled first, because the registration authority will ask for evidence that employee rights have been resolved. Preparing both areas early, in parallel with project termination, is the clearest way to shorten the whole process.
Concrete closing action: reconcile the project’s current contents against the analysis above, prepare the dossier in the exact sequence set out for the topic of terminating all projects and dissolving the company, and file only when every document agrees with the others. If the project’s situation involves a dispute or an authority reminder, obtain advice from an investment lawyer before filing any document.
Frequently Asked Questions
What is the overall sequence for closing all projects and dissolving the company?
The overall order is: terminate the projects with the investment registration authority, pay debts and liquidate assets, finalise and close the tax code, and only then dissolve at the business registration authority. Reversing this order, especially dissolving before terminating projects and locking down tax, is the most common reason files stall.
Must tax and wage debts be paid before dissolution?
Yes. Dissolution completes only once the enterprise has paid its debts, including taxes, wages, severance and employee insurance. This is not mere paperwork: it is the condition for the tax authority to close the tax code and for the registration authority to record the dissolution.
How are remaining assets remitted home?
After all obligations are fulfilled, the investor’s remaining assets are transferred abroad through the investment capital account at an authorised bank, based on documents proving project termination, tax finalisation and dissolution. Remitting before those duties are closed is usually refused by the bank.
