Many investors are surprised to learn that the project and the company are two distinct legal objects: the project is the investment content recorded on the IRC, while the company is the economic organisation recorded on the ERC with its own legal personality. Terminating a project therefore does not automatically erase the company implementing it. A typical case is an original project that is no longer commercially viable, while the company’s apparatus, team and other licences still hold value for a new business direction. This article separates the two procedural layers so investors decide correctly: close the project at the investment layer while keeping and restructuring the company at the enterprise layer.
Legal basis
The legal framework directly governing this matter comprises Investment Law No. 143/2025/QH15, effective from 1 March 2026 and replacing Investment Law No. 61/2020/QH14, together with Decree No. 96/2026/ND-CP dated 31 March 2026 detailing the new law on issuance and amendment of the Investment Registration Certificate. At the enterprise layer, Enterprise Law No. 59/2020/QH14, as amended by Law No. 76/2025/QH15, and Decree No. 168/2025/ND-CP on enterprise registration are parallel grounds to cross-check. Readers should not reapply guidance written under the 2020 Investment Law and Decree No. 31/2021/ND-CP, which have expired in the corresponding parts.
Analysis and step-by-step procedure
When applying the rules to terminating the project but keeping the company, the first thing to clarify is the boundary between work belonging to terminating the project but keeping the company and work belonging to neighbouring procedures, because dossiers on terminating the project but keeping the company usually stall not at appraisal but where the company misclassifies the procedure type for terminating the project but keeping the company. A good dossier for terminating the project but keeping the company always tells one consistent story from the first page to the last: why terminating the project but keeping the company arose, what change or event terminating the project but keeping the company concerns, which documents prove terminating the project but keeping the company, and what outcome the investor asks the investment registration authority to record about terminating the project but keeping the company. In receiving practice, the officer handling terminating the project but keeping the company reads the file by cross-checking, placing the request on terminating the project but keeping the company beside the current IRC and the evidence on terminating the project but keeping the company beside the internal records the company must later produce at any post-inspection of terminating the project but keeping the company. The hidden cost of terminating the project but keeping the company rarely sits in fees; it sits in supplementation rounds for terminating the project but keeping the company, where each round on terminating the project but keeping the company adds waiting time, re-translation time for documents tied to terminating the project but keeping the company and the risk of data drift among papers already filed for terminating the project but keeping the company. Experienced companies prepare a dedicated checklist for terminating the project but keeping the company, in which every document of terminating the project but keeping the company is tagged with its origin, issue date, legalisation status if it is a foreign document serving terminating the project but keeping the company, and the person responsible for updating it when terminating the project but keeping the company changes. The governance angle matters as much as the legal angle in handling terminating the project but keeping the company: the decision on terminating the project but keeping the company should be recorded at the competent level inside the company, so successors later understand why terminating the project but keeping the company was handled in the chosen way rather than through another option for terminating the project but keeping the company. Where terminating the project but keeping the company involves an outside partner, every oral understanding about terminating the project but keeping the company should become a written document before the terminating the project but keeping the company dossier is filed, because the investment registration authority records only contents about terminating the project but keeping the company appearing in official documents, not private exchanges about terminating the project but keeping the company. Timing is also a variable to compute for terminating the project but keeping the company: filing the terminating the project but keeping the company dossier before internal data on terminating the project but keeping the company is locked creates follow-on corrections, while waiting one beat to lock the terminating the project but keeping the company data usually shortens the total timeline of the whole terminating the project but keeping the company process. Once terminating the project but keeping the company is complete the work is not over: the outcome of terminating the project but keeping the company must flow into the next project report, into the archived file for terminating the project but keeping the company and into the periodic compliance task list, so that terminating the project but keeping the company does not become a fresh gap at the next review. Investors should keep an internal summary of terminating the project but keeping the company with three parts: what changed through terminating the project but keeping the company, which documents evidence terminating the project but keeping the company, and which duties attached to terminating the project but keeping the company remain open; this summary of terminating the project but keeping the company proves especially useful during due diligence or a project management handover.
- Notify and carry out project termination procedures with the investment registration authority, stating clearly that the project ends while the economic organisation survives.
- Settle obligations attached specifically to the project: project-related taxes, site leases, project labour and any security deposit.
- Review the business lines and contents on the ERC: remove lines serving only the terminated project and add lines for the new direction if needed.
- If the new direction needs a fresh investment project, prepare separate investment procedures for it instead of treating the old project as still alive.
- Update reports and archive the terminated project’s file so it is ready for any later post-inspection explanation.
Common errors and practical notes
A common mistake is assuming that keeping the company preserves every benefit of the old project, including investment incentives and the project site. Incentives attached to a terminated project end with it. Another mistake is leaving the surviving company completely inactive for a long period without reporting, which puts it under tax and enterprise registration monitoring. A retained company needs a genuine activity plan, even at small scale, or a clear roadmap to its next project.
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 the project but keeping 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
Can I terminate the project but keep the company for other work?
Yes, because the project and the company are distinct legal objects. The investor terminates the project at the investment procedure layer, while the company continues under its ERC and may move to other activities matching its registered or properly added business lines.
What happens to the IRC on termination, and does the company survive?
The IRC for the terminated project is recorded by the investment registration authority as ceasing validity for that project. The company continues normally under its ERC until the investor chooses dissolution or a separate enterprise-law ground applies.
How are the terminated project’s tax duties settled?
Tax duties arising from the project’s operations must be declared and finalised up to the termination date, including corporate income tax, contractor tax or duties linked to liquidating project assets if any. Completing finalisation is the practical condition for closing the project cleanly.
