Dissolving a foreign-invested enterprise (FDI company) in Vietnam represents the final statutory phase of the corporate lifecycle, transitioning out from setting up a business in Vietnam. Unlike incorporation, which takes 3 to 4 weeks, dissolution is a rigorous multi-agency legal audit spanning 6 to 12 months.
Under Vietnamese law, an enterprise cannot simply cease operations or abandon its premises. The Law on Enterprises 59/2020/QH14, the Law on Investment 143/2025/QH15, and the Law on Tax Administration 108/2025/QH15 govern the exit. Under the tax law, owners, members, and shareholders must complete the company’s tax obligations when it ceases operating, and the company legal representative may be barred from leaving the country. Every commercial, labor, and fiscal debt must be fully cleared before licensing authorities will formally cancel the corporate entity.
1. Statutory Grounds and Initial Dissolution Resolution
An FDI company in Vietnam initiates voluntary dissolution under specific statutory conditions defined by national legislation.
+------------------------------------------------------------------------------------+
| FDI COMPANY DISSOLUTION STATUTORY WORKFLOW |
+------------------------------------------------------------------------------------+
| STEP 1: Dissolution Resolution (7-day notice to Business Registration & Tax) |
| | |
| v |
| STEP 2: Labor Termination & Social Insurance Closeout (Wages, Severance, SHUI) |
| | |
| v |
| STEP 3: Tax Finalization Audit & Customs Clearance (CIT, VAT, PIT -> Form 28) |
| | |
| v |
| STEP 4: Investment Project Termination & IRC Return (15 working days, DOF) |
| | |
| v |
| STEP 5: Capital Repatriation & Capital Account Closure (Circular 38/2026/TT-NHNN) |
| | |
| v |
| STEP 6: Final ERC Revocation & Enterprise Deregistration (National Portal Status) |
+------------------------------------------------------------------------------------+Statutory Grounds for Dissolution
Under Article 207 of the Law on Enterprises, an FDI company enters dissolution under four primary circumstances:
- Expiration of the operational duration stated in the Company Charter without extension.
- Formal resolution of the owner (Single-Member LLC), Members’ Council (Multi-Member LLC), or General Meeting of Shareholders (JSC).
- Failure to maintain the statutory minimum number of members for six consecutive months.
- Revocation of the Enterprise Registration Certificate (ERC).
An enterprise is permitted to dissolve voluntarily only when it guarantees full settlement of all debts, taxes, and financial obligations, and is not involved in ongoing court or arbitration litigation. The procedure below applies to the first three grounds; revocation of the ERC follows a separate track.
Adopting and Notifying the Dissolution Resolution
The dissolution process formally begins with an official resolution passed by corporate management:
- Resolution Content: Must specify the company name and head office address, reasons for dissolution, the timeline and procedure for liquidating contracts and settling debts, the plan for handling obligations arising from labor contracts, and the signature of the owner or the chair of the council or board.
- 7-Working-Day Notification: Within 07 working days from adoption, the company must send the resolution and meeting minutes to the following recipients (a company with unpaid financial obligations also sends its debt settlement plan to creditors):
- The Business Registration Office (Phòng ĐKKD) under the Department of Finance (incorporating the former DPI under Decree 150/2025/ND-CP).
- The supervising tax authority.
- All employees.
- Public Announcement: The resolution must be posted on the National Business Registration Portal and displayed at corporate headquarters.
2. Debt Settlement Hierarchy and Employee Obligations
The Law on Enterprises protects creditors and employees by establishing a mandatory order of priority for corporate asset distribution.
Statutory Debt Settlement Hierarchy
Under Article 208 Clause 5 of the Law on Enterprises, corporate debts must be paid in the following strict order:
| Priority Level | Statutory Liability Category | Governing Legal Reference |
|---|---|---|
| First Priority | Unpaid wages, severance allowances, mandatory Social Insurance (BHXH), Health Insurance (BHYT), Unemployment Insurance (BHTN), and other employee benefits. | Article 208, Clause 5, Point a |
| Second Priority | Outstanding tax liabilities owed to the State Budget. | Article 208, Clause 5, Point b |
| Third Priority | Unsecured trade debts, bank loans, office rental arrears, vendor payables, and other contractual commitments. | Article 208, Clause 5, Point c |
After fully paying dissolution expenses and settling all debts in the hierarchy above, remaining assets are distributed to equity owners in proportion to their contributed charter capital ratio.
Employee Termination and Social Insurance Closeout
Labor liabilities represent the initial compliance hurdle:
- Termination of Labor Contracts: A non-individual employer ceasing operations is a ground for contract termination under Article 34(7) of the Labor Code 2019, effective from the notice of cessation. The dissolution resolution sent to employees must set out the plan for obligations arising from labor contracts. Amounts owed to employees are paid within 14 working days of termination, extendable to 30 days where the employer ceases operations (Article 48).
- Severance Allowance: Under Article 46 of the Labor Code 2019, employers pay employees with 12+ months of regular service half a month’s salary for each year of service, based on the average salary of the six preceding months. Service time counts actual working time minus periods covered by unemployment insurance and periods already paid as severance or job-loss allowance.
- Social Insurance Closeout (Chốt sổ BHXH): The company must clear all unpaid SHUI contributions and finalize social insurance books for all staff with the social insurance agency where it participates.
3. Tax Finalization Audit and Tax Code Deactivation
The tax finalization audit (Quyết toán thuế giải thể) conducted by the supervising tax authority represents the critical path in any FDI corporate exit, which in practice typically consumes 3 to 6 months.
Scope of the Tax Finalization Audit
Under Decree 252/2026/ND-CP, the enterprise must complete tax finalization from the start of the current financial year up to the dissolution date by the 45th day after the dissolution decision. The Law on Tax Administration treats dissolution as a high-risk case that the tax authority may inspect at the taxpayer’s premises. The review typically covers:
- Corporate Income Tax (CIT): Scrutiny of non-deductible expenses, accrued provisions without matching invoices, asset depreciation, and carried-forward losses.
- Personal Income Tax (PIT): Review of expatriate remuneration, net-to-gross salary calculations, tax residency determinations, and executive housing allowances.
- Foreign Contractor Tax (FCT): Verification of withholding tax deductions on cross-border management fees, software licenses, and shareholder loan interest.
- Transfer Pricing Scrutiny: Scrutiny of related-party transactions under Decree 255/2026/ND-CP to confirm inter-company services meet arm’s-length standards.
Customs Clearance and Tax Completion Notice (Form 28/TB-ĐKT)
For enterprises engaged in import-export or operating as an Export Processing Enterprise (EPE), customs clearance is mandatory:
- Customs Reconciliation: Reconciling imported raw materials and machinery against finished export goods and obtaining customs tax clearance under current customs procedure regulations.
- Duty-Free Asset Liquidation: Paying applicable import duty and VAT on any scrapped machinery or inventory sold domestically.
- Debt Clearance Certification: The General Department of Vietnam Customs or provincial customs department issues confirmation of zero outstanding customs debt.
Once the enterprise settles all assessed taxes and penalties, the tax department issues the Notice of Completed Tax Obligations for Dissolution Filing (Form 28/TB-ĐKT) under Circular 90/2026/TT-BTC. This notice replaces Form 18/TB-ĐKT (Notice of Tax Code Invalidation), which applies only to taxpayers registered directly with the tax authority. Once the Business Registration Office confirms dissolution, the tax registration system automatically updates the tax code to the status of completed invalidation procedure.
4. Investment Project Termination and IRC Revocation
Foreign-invested companies hold dual corporate identity: an Enterprise Registration Certificate (ERC) and an Investment Registration Certificate (IRC) authorizing the underlying investment project.
Under Article 36 of the Law on Investment, an investment project terminates when the foreign investor resolves to end it, under the conditions in the contract or charter, or on expiry. If the enterprise has dissolved but the project has been neither terminated nor transferred, the Investment Registration Authority terminates it:
- Filing Deadline: Under Article 66(2)(a) of Decree 96/2026/ND-CP, the investor must notify and submit the decision on project termination to the Investment Registration Authority: the provincial Department of Finance (incorporating the former DPI under Decree 150/2025/ND-CP) or the Industrial Zone Management Board within 15 working days from the decision date.
- Filing Documents: The enterprise submits the project termination decision, the investment policy approval decision (if any), and the Investment Registration Certificate (if any).
- Liquidation of Project Assets: The investor liquidates project machinery, equipment, and factory lease contracts in accordance with investment and civil regulations.
Failing to notify the licensing body of project termination incurs statutory administrative fines under investment regulations.
5. Asset Liquidation, Capital Account (formerly DICA) Closure, and Capital Repatriation
Once operational liabilities are quantified, the company disposes of remaining physical assets and closes banking facilities.
Realizing Assets and Terminating Leases
The owner or governing body directly organizes asset disposal (or a separate liquidation body where the Charter provides for one):
- Commercial Leases: Terminating factory or office leases, restoring premises, and recovering security deposits.
- Physical Equipment: Selling equipment, vehicles, and inventory through statutory e-invoices with applicable VAT.
- Receivables Collection: Collecting outstanding customer invoices and settling vendor accounts payable.
Capital Repatriation via the Capital Account (formerly DICA)
Foreign investors must follow strict banking procedures when remitting capital out of Vietnam:
- Deposit Liquidation Proceeds: Proceeds from asset sales are deposited into current operational accounts to settle debts.
- Prerequisite Clearance: Commercial banks commonly ask for the tax authority’s notice (Form 28/TB-ĐKT), an audited liquidation balance sheet, and board resolutions before processing outward remittance; each bank sets its own checklist.
- Outward Remittance via the Capital Account: Under Circular 38/2026/TT-NHNN, remaining funds are transferred to the foreign investment capital account (formerly DICA), converted to foreign currency, and wired to the foreign investor.
- Account Closure: Dissolution, bankruptcy, or termination of operations requires closing the capital account (Circular 38/2026/TT-NHNN, Article 7(5)). Following the final wire transfer, the commercial bank closes the capital account and operational bank accounts, issuing formal closure certificates.
6. Final Enterprise Deregistration and Governance Penalty Framework
The final procedural phase takes place at the Business Registration Office (Phòng ĐKKD) to formally extinguish the corporate legal entity.
Final Deregistration Dossier
Under Article 208 Clause 7 and Article 210 of the Law on Enterprises, within 05 working days from full debt settlement, the enterprise submits the final dissolution dossier of two documents:
- Notice of enterprise dissolution.
- Asset liquidation report, with the list of creditors and debts paid, including taxes and employees’ social, health, and unemployment insurance.
A joint-stock company that is neither listed nor registered for securities trading attaches a copy of the shareholder register to the dissolution notice (Decree 296/2026/ND-CP). The company must terminate its branches, representative offices, and business locations before filing (Decree 168/2025/ND-CP). After receiving the dossier, the Business Registration Office forwards the information to the tax authority, which responds on tax obligations within 02 working days.
Within 05 working days of receiving the dossier, if the tax authority sends no opinion or confirms the tax obligations are complete, the Business Registration Office changes the company’s status to “Dissolved” on the National Business Registration Database. If the company files no dossier and no written objection is received, the status changes 180 days after the Office receives the dissolution resolution.
Administrative Penalty Framework under Decree 122/2021/ND-CP
Non-compliance with dissolution obligations incurs statutory sanctions under the administrative penalty decree:
| Violation Description | Statutory Reference | Fine Range (Corporate) | Mandatory Remedial Action |
|---|---|---|---|
| Failure to carry out the dissolution procedure when the operating term expires or the member count falls below the minimum for 6 months, or failure to terminate branches and representative offices before filing | Article 58(1) | VND 20,000,000 to VND 30,000,000 | Compelled dissolution or branch and representative office termination procedure |
| Terminating investment project without notifying the investment registration authority within 15 days | Article 15(2)(đ) | VND 30,000,000 to VND 50,000,000 | Compelled submission of project termination dossier |
Dissolving an FDI company in Vietnam requires disciplined legal sequencing, thorough tax audit preparation, and transparent labor negotiations. Structured exit advisory ensures foreign investors exit cleanly, protect executive liability, and successfully repatriate remaining capital.
Indochina Link Vietnam provides specialized corporate exit advisory, tax finalization audit support, and formal company dissolution services. Our corporate legal team manages multi-agency filings with tax authorities, customs, and licensing departments to achieve clean legal closure. Contact our corporate legal specialists to structure an efficient exit strategy for your Vietnamese enterprise.
