FDI Company Dissolution in Vietnam: A Complete Legal Guide

Dissolving a foreign-invested company (FDI) is a procedure that terminates the legal existence of an economic organization with foreign investment capital, requiring strict compliance with the regulations in the Company Law and the Investment Law. This process not only includes terminating the investment project but also involves complex obligations regarding tax settlement, asset liquidation, and resolving employee rights. Through the article below, Viet An Law Firm would like to provide clients with important legal information to support investors in carrying out the FDI company dissolution in Vietnam: A Complete Legal guide.

Overview of FDI company dissolution in Vietnam

Cases of Dissolution of FDI Companies

According to Article 207 of the 2020 Company Law (amended and supplemented in 2025) and Article 48 of the 2020 Investment Law (amended and supplemented in 2024), FDI companies are dissolved in the following cases:

• Voluntary dissolution:
• By decision of the investor
• The company no longer has the minimum number of members or shareholders as prescribed by this Law for a continuous period of 6 months without undergoing the procedure to change the type of company
• The company or project (if the company only manages a single investment project) has reached the end of its operating period
• The project ceases operation according to the conditions for cessation of operation stipulated in the contract or charter of the company
• Mandatory dissolution:
• Revocation of Company Registration Certificate (ERC) or Investment Registration Certificate (IRC)
• By decision of the Court.

Conditions for Dissolving FDI Companies

Based on Clause 2, Article 207 of the 2020 Company Law, FDI companies can only be dissolved when they meet the following two conditions:

• Ensuring full payment of all debts and other financial obligations.
• Not being in the process of resolving disputes in court or arbitration.

Procedures for voluntary dissolution of FDI Companies

According to Article 57 of Decree 31/2021/ND-CP and Article 64 of Decree 168/2025/ND-CP, in the case of company dissolution:

Step 1: Termination of investment project operations

The company submits documents related to the termination of the project’s operations (Company decision, charter, contracts, etc.), along with the Investment Registration Certificate, within 15 days.

The investment registration authority notifies relevant agencies of the termination of the investment project’s operations.

Step 2: The company adopts a dissolution decision and submits initial notification documents

Within 7 working days from the date of adopting the resolution or dissolution decision, the company must submit the documents to the provincial business registration authority where its head office is located. The dossier includes:

• Resolution or decision on dissolution by the owner/Board of Members/General Meeting of Shareholders.
• Minutes of the meeting (for limited liability companies with two or more members, partnerships, and joint-stock companies).
• Debt settlement plan (if any).

Step 3: The business registration authority announces information and changes the legal status

Within 3 working days from the date of receiving the application as stated in Step 2, the provincial business registration authority shall:

• Publish the resolution/decision and notify the business status as “undergoing dissolution procedures” on the National Business Registration Portal.
• Change the legal status of the business to “undergoing dissolution procedures” and of its subsidiaries to “undergoing cessation of operations” in the national database.
• Send the information to the tax authority and the civil enforcement agency.

Step 4: The business terminates the operations of its subsidiaries

Before submitting the official dissolution registration application, the business must complete the procedures for terminating the operations of its branches, representative offices, and business locations (if any) at the provincial business registration authority where these units are located.

Step 5: The company submits the official dissolution registration application

Within 05 working days from the date of full payment of all debts, the company submits the dissolution registration application (including the documents specified in Clause 1, Article 210 of the Company Law) to the provincial business registration authority.

Step 6: Business registration authority processes the application and updates the status to “Dissolved”

After receiving the application in Step 5, the competent authority performs the following actions:

• The Business Registration Authority sends the information to the Tax Authority.
• The Tax Authority responds with its opinion on tax obligations within 2 working days.

Within 5 working days from the date of receiving the application:

• If the Tax Authority confirms that the obligations have been fulfilled (or does not respond): The Business Registration Authority changes the legal status to “Dissolved” and publishes the notice.
• If the Tax Authority rejects the application due to incomplete tax obligations: A notice is issued to the business.

Step 7: Automatic status change mechanism (If the business did not submit the application in Step 5)

After 180 days from the date of receiving the dissolution resolution (Step 1), if the Business Registration Authority does not receive the dissolution application (Step 4) and there are no objections from relevant parties:

• Within 3 working days after the end of the 180 days, the Business Registration Authority will automatically change the legal status of the business to “Dissolved" and the subsidiary to “Ceased Operations".

Step 8: Cancellation of the dissolution procedure (If the business wishes to continue operating)

Within 180 days from the date of submitting the application in Step 1 and before being changed to the “Dissolved" status, if the business no longer wishes to dissolve, it must send a notice along with the resolution canceling the dissolution to the Business Registration Authority.

Within one working day, the Business Registration Authority will restore the legal status of the company and its subsidiaries, and simultaneously notify the Tax Authority.

Procedures for mandatory dissolution of FDI Companies

Step 1: Investment Registration Authority decides to terminate the investment project

The Investment Registration Authority decides to terminate the investment project and simultaneously revokes the Investment Registration Certificate for the investment project that was granted the certificate. The Investment Registration Certificate ceases to be valid from the date the decision to terminate the investment project takes effect.

Step 2: Business Registration Authority announces the decision and changes the legal status

Within 3 working days from the date of issuing the decision to revoke the certificate or receiving the effective dissolution decision from the Court, the provincial Business Registration Authority shall:

• Publish the decision and announce the company status as “undergoing dissolution procedures” on the National Information Portal (except in cases where the revocation is due to a request from the Tax Authority).
• Change the legal status of the company to “undergoing dissolution procedures" and the subsidiary to “undergoing cessation of operations" in the National Database (except in cases where the status is revoked at the request of the Tax Authority).
• Send the information to the Tax Authority and the Civil Enforcement Agency.

Step 3: The business submits the dissolution registration application

Within 5 working days from the date of full payment of all debts, the legal representative of the business submits the dissolution registration application to the Provincial Business Registration Authority.

Note: The procedures for processing the application, terminating the operations of the subsidiary unit, and coordinating with the tax authorities are similar to those stipulated in Steps 3, 4, and 5 of the voluntary dissolution procedure.

Step 4: Automatic status change mechanism

After 180 days from the date the Business Registration Authority announces the status as “in the process of dissolution” (Step 2) without receiving the dissolution registration documents from the company and without any objections from relevant parties:

Within 3 working days after the end of the 180 days, the Business Registration Authority will automatically change the legal status of the company to “Dissolved” and the subsidiary to “Ceased Operations”, and issue an official notice.

FDI company dissolution in Vietnam: A Complete Legal guide

Priority order for debt payment upon FDI company dissolution

According to Clause 5, Article 208 of the 2020 Company Law, the debts of a company shall be paid in the following order of priority:

• Debts related to salaries, severance pay, social insurance, health insurance, unemployment insurance as prescribed by law, and other employee benefits as stipulated in collective bargaining agreements and signed employment contracts
• Tax debts
• Other debts

Notes on dissolving FDI Companies

During the dissolution process of FDI company, the company should note the following:

• If the company uses a seal issued by the Public Security agency, the company must return the seal and the Certificate of Seal Registration to the Public Security agency to obtain a Certificate of Seal Revocation.
• The company must check and close its foreign direct investment capital account during the dissolution process;
• The investor must liquidate the investment project in accordance with the law on asset liquidation when the investment project ceases operation, except for the handling of land use rights and assets attached to the land when the investment project ceases operation, which is carried out in accordance with the law on land and other relevant laws.
• If the company has multiple investment projects, when one of the investment projects ceases operation, only the procedure for terminating the investment project’s operation must be followed, not the dissolution procedure of the company.

When dissolving FDI company, is it necessary to terminate the operations of its branches, representative offices, and business locations?

Before submitting the business dissolution registration application, the company must terminate the operations of its branches, representative offices, and business locations at the provincial business registration authority where the branches, representative offices, and business locations are located.

When dissolving FDI company, can the liquidated assets be transferred back to the home country?

According to Clause 6, Article 208 of the 2020 Company Law, after paying the dissolution costs and debts, the remaining amount is distributed to the private company owner, members, shareholders, or owners of the company according to their ownership ratio of capital contributions or shares.

In that case, the business owner or investor has the right to transfer assets back to the home country. However, the transfer of assets back to the home country must comply with foreign exchange regulations.

If a company has not separated its Business Registration Certificate and its business registration content continues to operate under the Investment Certificate, will the revocation of the Investment Certificate affect its effectiveness?

According to Clause 3, Article 57 of Decree 31/2021/ND-CP, for FDI companies operating under an Investment Certificate that also serves as a Business Registration Certificate or Investment License, the validity of the investment project content and the business registration content are relatively independent. Specifically, a decision to terminate the investment project by a competent state agency does not automatically terminate the legal validity of the business registration content. Conversely, the revocation of the business registration content according to the law does not automatically invalidate the investment project content that has already been licensed.

Hopefully, the above legal information will assist clients with FDI company dissolution in Vietnam: A complete Legal Guide. If clients have any questions or require assistance, please contact Viet An Law Firm for prompt support.