Dissolution and closing a project: voluntary dissolution under the Law on Enterprises and Decree No. 168/2025/ND-CP, creditor settlement, tax finalisation and closure of the tax code, social insurance and employees, terminating the investment project under Article 36, forced dissolution, branches and representative offices, and repatriating the proceeds

Choosing how to leave

A foreign investor that wants to leave Vietnam has three main options. It can sell the company or its stake, which is often the quickest way out, transfers the liabilities to the buyer and is taxed at 2% of gross proceeds for a foreign corporate seller (Joint ventures, deadlock and exit rights). It can suspend business temporarily by notifying the business registration office in advance, which keeps the company alive while a decision is made but does not end its filing and tax obligations. Or it can dissolve the company, which is the subject of this section: the company pays its debts, settles its tax and insurance, terminates its employees and contracts, terminates its investment project and is struck off, and the remaining assets are distributed to the owners (FAQ 99).

Dissolution is available only to a solvent company. Article 207(2) of Law No. 59/2020/QH14 on Enterprises permits dissolution only where the company ensures payment of all its debts and other property obligations and is not involved in a dispute pending before a court or arbitral tribunal. A company that cannot pay its debts as they fall due must use the rehabilitation or bankruptcy procedures in Law No. 142/2025/QH15 (Insolvency, restructuring and bankruptcy), and managers who distribute assets to owners while debts remain unpaid expose themselves to personal liability. In practice, a parent that wants an orderly dissolution of a loss-making subsidiary first funds it, by capital or a subordinated loan, to the point where all creditors can be paid.

Voluntary dissolution: the legal framework and the decision

Article 207(1) of the Law on Enterprises lists the cases of dissolution: expiry of the operating term in the charter without extension; a decision of the owner, the members' council or the general meeting; failure to maintain the minimum number of members or shareholders for six consecutive months without converting; and revocation of the ERC, unless the tax administration law provides otherwise. Articles 208 to 211 set the procedure, and Article 64 of Decree No. 168/2025/ND-CP, as amended by Decree No. 296/2026/ND-CP, sets the registration steps. The decision to dissolve requires 75% of the capital of members attending in a multi-member LLC and 65% of the votes of attending shareholders in a JSC, unless the charter provides otherwise (Legal representative and governance).

Under Article 208 the dissolution resolution or decision must state the company's name and address, the reason for dissolution, the deadline and procedure for liquidating contracts and paying debts, which may not exceed six months from the decision, the plan for dealing with obligations under labour contracts, and the name and signature of the legal representative. The company liquidates its assets itself, unless the charter provides for a liquidation committee. From the moment of the decision, Article 211 prohibits the company and its managers from concealing or dispersing assets, waiving claims, converting unsecured debts into secured debts, signing new contracts other than to carry out the dissolution, pledging or leasing assets, ceasing to perform contracts that are in force, and raising capital in any form.

The order of payment

Article 208(5) of the Law on Enterprises fixes the order in which a dissolving company pays: first, wages, severance allowances, social insurance, health insurance and unemployment insurance and other employee benefits under the collective labour agreement and labour contracts; second, tax debts; third, other debts. After the costs of dissolution and the debts have been paid, the remainder is distributed to the owners in proportion to their holdings. Secured creditors' rights over their collateral are governed by the security documents and the Civil Code. A foreign parent's shareholder loan is an ordinary debt and ranks with other creditors, which gives it priority over the return of capital but not over employees or tax. The order matters in practice because the tax authority will not close the tax code, and the bank will not remit proceeds, until the tax debts are paid, and because employees can complain to the labour authorities and petition for bankruptcy if their entitlements are not settled.

Dissolving a solvent foreign-invested company, step by step

1. Pass the dissolution resolutionOwner's decision, members' council or general meeting resolution with the contents required by Article 208, including the settlement deadline of no more than six months and the plan for employees.
2. File and publish within seven working daysSend the resolution, the meeting minutes and any debt settlement plan to the business registration office, creditors, employees and others with interests; the office publishes it on the National Business Registration Portal within three working days, marks the company as in dissolution and notifies the tax and civil judgment enforcement authorities (Article 64(1) and (2), Decree No. 168/2025/ND-CP). Post the resolution at the head office and branches.
3. Terminate the investment projectNotify the investment registration authority of the investor's decision to terminate the project under Article 36 of Law No. 143/2025/QH15, with the dissolution resolution; deal with land and assets on the land under the Land Law; recover any deposit to the extent not forfeited.
4. Close branches and representative officesTerminate every branch, representative office and business location before filing the dissolution dossier (Article 64(4)); close any representative office or branch of the foreign parent separately under Decree No. 07/2016/ND-CP.
5. Settle employees and social insuranceTerminate labour contracts on the ground that the employer ceases operation under Article 34 of the Labour Code, pay wages, severance and other entitlements, pay all insurance contributions, have the social insurance agency confirm contribution periods, and cancel work permits of foreign staff.
6. Finalise and close taxFile the tax finalisation for the period to dissolution, generally within 45 days of the dissolution decision, cancel unused invoices and notify the end of e-invoice use, pay any additional tax after the tax office's closure examination, settle customs obligations, and obtain the termination of the tax code.
7. Pay creditors and liquidate contractsIn the Article 208(5) order, within the settlement period; obtain written confirmations of payment or release from major creditors and landlords.
8. File the dissolution dossier within five working daysAfter all debts are paid, file the dossier under Article 210 of the Law on Enterprises; the business registration office consults the tax authority, which has two working days to respond, and records the company as dissolved within five working days if there is no objection (Article 64(3) and (5)).
9. Repatriate and close accountsRemit the remaining proceeds to the foreign owners through the investment capital account after all tax obligations are settled, close the account and the payment accounts, and return any police-issued seal (Article 64(8)).

Tax, social insurance and the employees

The tax closure is the longest part of most dissolutions. Before it terminates the tax code, the tax office examines the company's filings, often for several years, and assesses any additional tax, interest and penalties, which must be paid before the closure. A foreign-invested company must settle every obligation under the tax administration law on termination of its investment, including amounts not yet due, under Decree No. 252/2026/ND-CP (FAQ 62). Preparation shortens the process: bring all returns up to date before the decision, reconcile the tax account, dispose of inventory and fixed assets with invoices so that the accounting balances reach zero, cancel unused invoices, and keep the legal representative and chief accountant available, since the tax office will want explanations. A company with import or export activities should also obtain confirmation that it has no outstanding customs obligations. The tax procedure is described in Tax administration, audits and disputes.

Employees are entitled to their wages to the termination date, severance of half a month's salary for each year of service not covered by unemployment insurance, accrued untaken leave and other entitlements under their contracts and the collective agreement (FAQ 58). Social, health and unemployment insurance contributions must be paid in full, with interest on any arrears under Law No. 41/2024/QH15, and the social insurance agency confirms each employee's contribution history so that employees can claim benefits (Social, health and unemployment insurance). Work permits of foreign employees are cancelled and their temporary residence cards dealt with. Unresolved employee claims are one of the commonest reasons for objections to dissolution.

Terminating the investment project

A foreign-invested company that holds an IRC must also bring its investment project to an end. Article 36 of Law No. 143/2025/QH15 lets the investor terminate a project by its own decision, and also provides for termination when the operating term expires, when conditions in a contract or the charter are met, and by decision of the registration authority in defined cases, including a project 24 months behind schedule without an approved extension, failure to provide a required deposit, land recovery for non-use, registration on the basis of false documents, and a court judgment or arbitral award (The Investment Registration Certificate). On a voluntary termination the investor notifies the registration authority with its decision; the authority records the termination of the project, and the IRC ceases to have effect. The investor then liquidates the project under the Law on Enterprises and the civil law.

Land is dealt with under the Land Law: State-leased land is recovered on termination of the project, and the investor's ability to sell assets on the land, or to receive compensation for them, depends on how rent was paid and the terms of the lease (Land recovery, compensation and non-use). An industrial park sublease ends according to its terms, often with reinstatement obligations. A deposit paid for State land is refunded according to the project's progress or forfeited if the project is terminated for the investor's default. Incentives granted on condition of a minimum operating period may be clawed back if the project ends early. The final quarterly and annual investment reports should be filed through the National Investment Information System.

Forced dissolution and revocation of the ERC

A company can be dissolved against its owners' wishes. The business registration office revokes the ERC in the cases listed in Article 212 of the Law on Enterprises, including a dossier containing false information, a company founded by a person prohibited from doing so, cessation of business for one year without notifying the registry and tax authority, failure to send required reports for six months after the deadline or a written request, and a court decision. Revocation leads to dissolution under Article 207(1)(d), unless the tax administration law provides otherwise, and Article 65 of Decree No. 168/2025/ND-CP sets the registration procedure, under which the company must still settle its debts. The tax authority can also ask the registration office to revoke the ERC of a company that has stopped operating without completing its tax obligations, and its legal representative can be stopped from leaving Vietnam while large tax debts are outstanding. Article 64(6) of the decree provides a backstop: if a company that has filed a dissolution resolution files no dissolution dossier within 180 days and no objection is received, the office records it as dissolved. A company that abandons its Vietnamese subsidiary in this way does not escape liability for its debts, and its managers may face personal consequences.

Repatriating the proceeds

Article 11 of the Law on Investment guarantees that a foreign investor may transfer abroad its invested capital and liquidation proceeds after fully meeting its financial obligations to the State (FAQ 61). In practice the bank that operates the investment capital account will ask for the dissolution resolution, evidence that tax obligations have been settled and the tax code terminated or a confirmation from the tax office, the liquidation report and the members' or shareholders' distribution decision. The proceeds leave through the investment capital account under Circular No. 38/2026/TT-NHNN, which is then closed (Profit remittance and repatriation of capital). Amounts that cannot be traced to capital recorded in the account, or retained profits for which no remittance conditions have been met, cause delays; good records of contributions over the company's life are therefore the most valuable preparation for an eventual liquidation (FAQ 70).