Terminating an investment project in Vietnam is not just a matter of sending a notice. Investors need to handle internal decisions, obligations to the competent authority, tax, labour, land or location, contracts, assets, banking and related licences.
Many FDI companies focus only on stopping operations without fully closing the project’s legal lifecycle. This can leave behind reporting obligations, debts, contract disputes or risks when the investor wants to launch a new project.
This article provides a checklist for investors to prepare a controlled project termination, limiting risks after the project has stopped.
Quick summary: terminating an investment project
| Focus | Close the legal, financial and operational lifecycle of the investment project. |
|---|---|
| Workstreams to handle | Internal decisions, notices, tax, labour, contracts, location, assets and banking. |
| When to prepare | Before actual cessation or before liquidating assets or key contracts. |
| Main risk | The project stops in fact but legal, financial and contractual obligations remain. |
Table of contents
Legal basis and points to verify
For foreign investment matters, the legal answer usually depends on the filing time, the actual business line, the investor’s nationality, the project location and how the competent authority is applying the rules. This article therefore uses cautious wording and does not assume a specific authority where the location and procedure are not yet determined.
Investors should read the rules as a chain: market access conditions, investment forms, registration dossiers, corporate obligations, sectoral licences and post-operation compliance. Anything uncertain should be recorded as a legal review note to check before signing or filing.
The official sources below are the starting points for verification. When applying them to a specific dossier, also review sectoral instruments, international treaties, transitional guidance and the competent authority’s practice at the time of filing.
- Law on Investment 2025 No. 143/2025/QH15 – Government e-Portal
- Law amending and supplementing a number of articles of the Law on Enterprises 2025 – Government e-Portal
- Decree 168/2025/NĐ-CP on enterprise registration
- National Portal on Enterprise Registration – Legal instruments
- National Portal on Foreign Investment
Key legal issues
Terminating an investment project must be distinguished from dissolving the company. A company can have several projects, or a project can terminate while the legal entity remains to handle obligations, debts or other activities.
Terminating a project usually requires a liquidation plan. Without a clear sequence, the company can get stuck between having stopped operations and not yet completing tax, labour, lease, asset or bank account closures.
Pre-action checklist
- Identify the reason for termination, the project status and the internal approval authority.
- Check the IRC, ERC, sub-licences, leases, customer and supplier contracts and reporting obligations.
- List employees, foreign experts, debts, assets, inventory and tax obligations.
- Identify the notice/termination dossiers to file with the competent authority.
- Design the plan for liquidating contracts, handling assets, collecting debts and closing related accounts.
- Archive records for inspections, disputes or future projects.
Process
- Hold an internal meeting and approve the termination decision or project shutdown plan.
- Review all remaining obligations under the IRC, ERC, contracts, tax, labour and location.
- Notify or file dossiers with the competent authority as applicable.
- Liquidate contracts, handle personnel, assets, debts, tax and sub-licences.
- Complete record archiving, update corporate records and check remaining obligations.
Practical notes
In practice, the biggest risk is usually not a missing form but a legal dossier that does not match the commercial decisions. An investor who leases a site, pays deposits, transfers money, appoints managers or fixes the capital ratio before a full review may have to renegotiate or explain over several rounds.
Keep a document version-control sheet. Every change in business lines, products, location, shareholders, capital or timeline can change the legal conclusion. The summary sent to the parent company should clearly separate concluded issues, assumed issues and issues needing verification with the competent authority.
For Chinese- or English-speaking companies, prepare bilingual explanations for sensitive points: sectoral conditions, capital, the capital account, signing authority, the representative, lease contracts and post-establishment licences. This keeps internal decisions aligned with the dossier filed in Vietnam.
Common risks
- Confusing project termination with company dissolution.
- Leases, sale contracts or supplier obligations not yet liquidated.
- Labour, work permits, insurance or compensation obligations not handled.
- Outstanding debts, assets, inventory or unsettled tax obligations.
- No records kept, causing difficulties during inspections or when the investor wants a new project.
Dossier to prepare
- The IRC, ERC, charter, sub-licences and the most recent project reports.
- Internal decisions, meeting minutes, powers of attorney and the project termination plan.
- The list of contracts, debts, assets, labour, foreign experts and tax obligations.
- Location documents, leases, banking records, invoices and liquidation vouchers.
When to contact a lawyer
Not every dossier needs a lawyer for the whole process, but the situations below should be reviewed early to avoid fixing mistakes after signing, filing or suspending operations.
- Dossiers involving large capital, multiple investors, an offshore parent company or transactions to be signed on a tight deadline.
- Projects in conditional sectors, distribution, retail, manufacturing, industrial parks, data, e-commerce or fields needing sectoral licences.
- Investors adjusting, transferring, suspending or terminating an operating project, because the dossier is often tied to tax, labour, land and contracts.
- Bilingual documents, cross-border powers of attorney, parent-company reporting or explanation requests from the competent authority.
What FLAT LAW FIRM does
- Review the investment structure, dossier, licences, underlying contracts and the post-filing or post-approval obligation checklist.
- Prepare the list of issues to verify, missing documents, risks by priority and a realistic handling roadmap.
- Draft, review and coordinate documents in Vietnamese, Chinese and English for investors, parent companies and the Vietnam team.
- Support dealings with partners, lessors, target companies, competent authorities or specialist consultants when needed.
Further reading
Frequently asked questions
Does terminating a project mean dissolving the company?
Not always. The project can terminate while the legal entity remains to handle obligations or other activities.
Must the competent authority be notified?
The applicable notice or termination procedure usually needs checking against the project type and dossier status.
Can assets be liquidated first?
The legal, tax, contract and ownership sequence needs review before liquidation.
How are employees handled?
Labour contracts, notices, entitlements, insurance and work permits for foreign experts need checking.
Does a never-operating project need termination?
If the project has been granted or recorded in an investment dossier, the proper way to close the dossier still needs checking.
What does FLAT LAW FIRM do?
We support termination planning, obligation reviews, dossier drafting, contract liquidation and post-closure archiving checklists.
Talk to FLAT LAW FIRM
If you are preparing to sign contracts, file dossiers, adjust a project or restructure an investment in Vietnam, send us the business model, existing documents and expected timeline so FLAT LAW FIRM can review the next step.
Disclaimer
This article is for general legal information purposes only and does not constitute formal legal advice for any specific matter.
Sources of law and update date
The content below is standardised against official legal sources checked on 20/08/2026. The scope of application may vary by transaction type, field, location and the sectoral guiding instruments.
How to apply in practice
- Identify the transaction/matter type, the parties involved, the location and the time the rule needs to be applied.
- Compare the legal source against the dossier, sectoral conditions, licences and the guiding instruments in force.
- Keep documents, deadline milestones and the decision basis to control risks during implementation.
