FLAT LAW FIRM’s Turnkey FDI Dissolution / Project Termination Service Package

Deciding to exit Vietnam is hard. The exit procedure is harder: when “closing down”, an FDI enterprise must close two legal doors at once — its legal person status at the business registration authority, and its investment project at the investment registration authority (IRC). Behind them lies a chain of successive obligations: tax finalisation and termination of the tax code’s validity, termination of labour contracts and finalisation of social insurance, handling land and factories, settling debts, transferring the remaining lawful capital/profits abroad through the investment capital account, then closing the account when the conditions under foreign exchange rules are met.

Quite a few investors have only discovered — after “finishing” the dissolution of the company — that the IRC was still valid, the tax code not yet terminated, the investment capital account still open — and these “tails” come back to cause trouble years later. FLAT LAW FIRM’s turnkey package is built for exactly this situation: the investor only needs to decide to exit, while a single FLAT point of contact coordinates everything else — FLAT lawyers handle the legal procedures, coordinating with qualified accounting/audit/tax agent units for work within the accounting–tax scope.

When does an FDI enterprise need this service package?

The project is no longer viable and the investor decides to exit the Vietnamese market.
The parent company restructures, merges or changes regional strategy and needs to close the legal person in Vietnam.
The project’s operation term stated on the IRC has expired without extension.
Prolonged losses but still solvent — eligible for dissolution. (Insolvent: bankruptcy, dissolution or transfer.)
Wanting a “clean” exit: no tax debts, labour obligations or personal liability left for the representative.

Three phases, one point of contact

Phase 1 — Option assessment & planning

Before filing anything, we comprehensively review the current state to answer three questions: which exit option, what procedures are needed, and what the estimated cost is.

What FLAT does: review the IRC, ERC, charter and sub-licences; tax obligations (filing, tax debts, likelihood of inspection upon termination); labour (contracts, wage debts, social insurance, foreign workers’ work permits); land, factories, assets, lease contracts, debts and existing disputes; assess solvency to determine whether dissolution applies or recovery/bankruptcy under the Law on Recovery and Bankruptcy 2025 (No. 142/2025/QH15, effective from 01/3/2026) must be considered.

What the client receives:

A current-state assessment report: all outstanding obligations by group — investment, tax, labour, land, debts.
An option proposal: enterprise dissolution, investment project termination or project/company transfer or sale — with an analysis of advantages and disadvantages.
An action plan: the list of procedures in the correct order, the authorities handling them, the files to prepare.
A fixed turnkey quotation for Phases 2 and 3.

Phase 2 — Implementation (workstreams running in parallel)

The longest phase, and where many files get “stuck” without a coordinator. One FLAT lawyer simultaneously coordinates the workstreams:

1. Investment project termination. The procedure where the investor decides to terminate the investment project (clause 1, Article 36 of the Law on Investment 2025, No. 143/2025/QH15; Decree 96/2026/ND-CP guiding the Law on Investment 2025); working with the investment registration authority to terminate the IRC’s validity; handling the invested capital and assets and the investor’s remaining obligations.

2. Tax. Coordinating with the client’s qualified accounting/audit/tax agent unit (or one introduced by FLAT) to file final tax returns up to the date of cessation; handling tax debts, late-payment interest and penalties (if any); completing invoice obligations; terminating the tax code’s validity (Law on Tax Administration 2025, No. 108/2025/QH15, effective from 01/7/2026; Decree 252/2026/ND-CP; Circular 90/2026/TT-BTC).

3. Labour. Terminating labour contracts in accordance with regulations; paying severance and job-loss allowances (Labour Code 2019); finalising records and fulfilling social insurance, health insurance and unemployment insurance obligations (Law on Social Insurance 2024, No. 41/2024/QH15); revoking and cancelling foreign workers’ work permits.

4. Land & assets. Handling land use rights and factories (Land Law 2024); liquidating fixed assets and inventory; terminating leases still in force.

5. Foreign exchange & capital account. Transferring the remaining lawful capital/profits abroad through the investment capital account — the new name replacing “DICA account” (Circular 38/2026/TT-NHNN, effective from 18/8/2026), under Articles 11 and 12; then closing the account when the conditions are met (Article 19) — in compliance with foreign exchange management rules.

6. Debts & contracts. Settling debts with suppliers and customers; liquidating service contracts still in force; handling disputes that arise (if any).

What the client receives: a progress report every 2 weeks; copies of every document filed with and received from state authorities; early warnings of obstacles with proposed handling options.

Phase 3 — Completion & handover (after tax obligations are done)

File the enterprise dissolution at the Business Registration Authority (Decree 168/2025/ND-CP, effective from 01/7/2025); follow up until the notice that the enterprise has been dissolved is issued.
Receive the tax code validity termination notice from the tax authority.
Hand over a summary report and a complete legal file (hard and soft copies): every decision, confirmation and record made; guidance on archiving and obligations that may still arise after dissolution — including the joint liability of managers for 05 years when the dissolution file is inaccurate or falsified (clause 3, Article 210 of the Law on Enterprises 2020).

Factors affecting the implementation timeline

Every file is different — the actual time depends on the following factors:

The state of the books and tax obligations: a “clean” file moves fast; tax debts, gaps in the books or an on-site inspection are usually the most time-consuming.
The number of procedures running in parallel: IRC termination, tax finalisation, social insurance finalisation, asset liquidation, capital account closure — the more outstanding areas, the tighter the coordination needed.
The client’s speed in providing documents: the overseas parent company’s dissolution decision, consular legalisation, certified translations.
Each state authority’s processing pace and the complexity of outstanding obligations (disputes, land, branches in multiple provinces).

FLAT coordinates the workstreams to run in parallel rather than sequentially, to shorten the total time to the maximum extent possible. For a timeline assessment of your enterprise’s specific case, contact FLAT — a preliminary assessment is done in the free 30-minute consultation.

Transparent fee framework

Fee principles:

The first 30-minute consultation is free. The initial file assessment session — identifying the suitable exit option and the sticking points in the file — is not charged.
The Phase 1 fee is deducted from the turnkey fee. If after the assessment phase you continue Phases 2 and 3 with FLAT, the entire Phase 1 fee already paid is deducted from the turnkey fee.
Fixed quotation based on actual scope. After Phase 1, FLAT quotes a turnkey price for Phases 2 and 3 based on exactly the workload reviewed. The scope of work and fee policy are agreed and confirmed in the service contract before implementation.
Service fees separated from state costs. Administrative charges, publication fees, translation, notarisation and consular legalisation are listed separately, paid against actual vouchers.
Payment by milestones, tied to each completion milestone agreed in the legal services contract.

Factors affecting fees: enterprise type and the number of IRCs to terminate; tax status (with/without tax debts, whether a finalisation inspection is required); headcount; assets, land and factories to handle; whether existing disputes exist; whether capital is repatriated.

FLAT does not apply a single price list to every file — no two FDI enterprises have the same “closing file”. For a detailed quotation for your file, contact us directly; we quote after the first assessment working session.

Service commitments

Response within 4 working hours of receiving a request through any channel.
A single point of contact: one lawyer coordinates the entire file; no need to work with multiple people for disconnected procedures.
Progress reports every 2 weeks, in Vietnamese, English or Chinese as requested.
Strict confidentiality of the client’s business and financial information, under the law firm’s client information security standards.
Multilingual: Vietnamese, English, Chinese — convenient for reporting to the parent company.

Why choose FLAT for the “closing”

Deep expertise in FDI and cross-border transactions: handling both doors — the enterprise and the investment project — within the same process.
Experience with files involving foreign elements: the representative has returned home, creditors abroad, capital repatriation, reporting to the parent company in English or Chinese.
Parallel coordination of workstreams shortens total time compared with sequential work.

We commit to the quality of our work and our coordination timeline; every legal opinion is grounded in specific written authority. For matters depending on state authorities’ decisions, we advise honestly on prospects and risks rather than promising outcomes.

Frequently asked questions

Are enterprise dissolution and investment project termination a single procedure?

No. They are two independent procedures: enterprise dissolution (Law on Enterprises 2020, as amended 2025) and investment project termination (Law on Investment 2025). FDI enterprises usually must do both, and the order of implementation directly affects the total time. See also: Dissolving an FDI enterprise and Terminating FDI investment projects.

Can a company with tax debts be dissolved?

No. An enterprise may only be dissolved after it has paid all debts, including tax debts, and is not involved in a dispute being settled (clause 2, Article 207 of the Law on Enterprises 2020). Inaccurate declarations to achieve dissolution may make managers jointly liable for 05 years (clause 3, Article 210 of the Law on Enterprises 2020). FLAT’s Phase 1 precisely reviews tax debts and proposes a handling plan before filing.

Instead of closing, should we sell the company?

It depends on the case. If the enterprise still has licences, premises, staff or market share of value, a transfer is usually faster and helps recover part of the capital compared with dissolution. FLAT assesses both options right in Phase 1. See also: Transferring projects, selling FDI companies.

The legal representative is a foreigner who has returned home — then what?

It can still be done: the representative authorises a FLAT lawyer to handle procedures in Vietnam; documents requiring signatures are processed through consular legalisation (except where exempted under international treaties to which Vietnam is a party). We report progress in English or Chinese to the parent company.

How long does the whole process take and how much does it cost?

There is no single figure for every file. Time depends on the state of the tax books, the number of procedures running in parallel, and each state authority’s processing pace; cost depends on the scale of outstanding obligations (see “Factors affecting fees” above). The first 30-minute consultation is free; FLAT quotes a fixed turnkey price after the assessment phase — and the Phase 1 fee is deducted from the turnkey fee when you continue with FLAT. For a timeline assessment and detailed quotation for your file, please contact us directly.

Start with a file assessment session

Send basic information — FLAT responds within 4 working hours with a preliminary assessment and proposed next steps.

Quick contact form: Full name | Phone number or email | Need (choose one: Dissolve the company / Terminate the investment project / Not sure, need option advice)

Or contact us directly: 0988424851 · Zalo 0988424851 · WhatsApp 0988424851

Self-review before the working session with the 12-step FDI project termination checklist.

The content on this page is for general information purposes only and does not replace legal advice for each specific case. Laws and administrative procedures may change over time and by locality.