Foreign Investor Exit Vietnam is an important topic for foreign investors who want to withdraw from the Vietnamese market. An investor may decide to exit because of business restructuring, changes in investment strategy, poor business performance, expiration of a project, or a decision to transfer the investment to another investor.

However, exiting Vietnam is not always as simple as closing a company and transferring the remaining money overseas. The investor must first determine how the investment will be terminated. Depending on the situation, the investor may transfer shares or capital, transfer an investment project, dissolve the Vietnamese company, or terminate the investment project.

Under the current Law on Investment No. 143/2025/QH15, effective from March 1, 2026, investors have the right to terminate investment activities in certain circumstances. The law also provides specific rules for investment project termination, asset liquidation, and handling land and assets attached to land.

Therefore, Foreign Investor Exit Vietnam should be planned carefully to ensure that investment, corporate, tax, accounting, and foreign exchange obligations are properly completed.

I. What Does Foreign Investor Exit Vietnam Mean?

1.1 Understanding Foreign Investor Exit Vietnam

Foreign Investor Exit Vietnam generally refers to the process through which a foreign investor withdraws from an investment or terminates its business activities in Vietnam.

The investor does not necessarily need to close the Vietnamese company. Instead, the exit method depends on the investor’s objectives and the structure of the investment.

Common exit options include:

• Selling shares or capital contributions to another investor
• Transferring all or part of an investment project
• Selling the business to another investor
• Dissolving the Vietnamese company
• Terminating the investment project
• Ending the investment after the project duration expires

Therefore, the first step is to identify the investment asset that the foreign investor wants to exit.

1.2 Exit From the Investment Versus Company Closure

A foreign investor can exit Vietnam without dissolving the Vietnamese company.

For example, a foreign investor may own 100% of a Vietnamese company and sell all of its shares to another investor. After the transaction, the Vietnamese company continues operating, but the original foreign investor no longer owns it.

By contrast, if the company has no buyer and the investor wants to completely stop the business, the company may need to terminate its investment project and complete dissolution procedures.

This distinction is important because a share transfer and a company dissolution involve very different legal and tax procedures.

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II. Common Exit Options for Foreign Investors

2.1 Selling Shares or Capital Contributions

One of the most common ways to exit Vietnam is to sell shares or capital contributions to another investor.

For example, a foreign investor may sell its entire ownership interest to another foreign company or to a Vietnamese investor. The company itself remains in existence, while the ownership structure changes.

Before completing the transfer, the parties should review:

• Foreign ownership conditions
• Business lines of the Vietnamese company
• Existing investment documents
• Share or capital transfer restrictions
• Tax obligations
• Payment and foreign exchange requirements

Foreign investors purchasing shares or stakes must comply with applicable market access conditions, national defense and security requirements, and relevant land law conditions. Certain transactions also require registration before the shareholder or member change.

Therefore, a share transfer is often an efficient exit route when another investor is willing to acquire the business.

2.2 Transferring the Investment Project

A foreign investor may also transfer all or part of an investment project.

Under Article 34 of the Law on Investment 2025, an investor may transfer all or part of an investment project when the statutory conditions are satisfied. The receiving foreign investor must also meet applicable foreign investment conditions.

The transfer may be suitable when the project itself has significant value, such as:

• Manufacturing projects
• Real estate projects
• Infrastructure projects
• Technology projects
• Large-scale commercial projects

For projects requiring an Investment Registration Certificate or approved investor, the project transfer generally involves adjustment procedures under the investment law.

2.3 Dissolving the Vietnamese Company

If there is no buyer and the foreign investor wants to completely stop its Vietnamese operations, dissolution may be appropriate.

However, the company generally needs to address its outstanding obligations before completing dissolution.

These may include:

• Tax obligations
• Employee salaries and benefits
• Social insurance obligations
• Debts to suppliers
• Bank liabilities
• Contractual obligations
• Asset disposal
• Investment project termination

Therefore, company dissolution should normally be treated as the final stage of the exit process rather than the first step.

III. Investment Project Termination in Vietnam

3.1 When Can an Investment Project Be Terminated?

The Law on Investment 2025 provides several circumstances in which an investment project may be terminated.

An investor may terminate the project when:

• The investor decides to terminate the project
• The contract or company charter provides for termination
• The project reaches the end of its approved operating duration

The investment registration authority may also terminate a project in certain circumstances, including failure to remedy conditions leading to suspension, prolonged failure to implement project objectives, loss of the investment location, certain land recovery situations, or other cases specified by law.

Therefore, foreign investors should distinguish between voluntary exit and termination imposed by the competent authority.

3.2 Voluntary Termination by the Investor

In a voluntary exit, the investor decides that it no longer wants to continue the investment project.

The investor should review the project’s current legal and financial status before submitting termination documents.

Important matters include:

• Remaining project duration
• Investment capital already contributed
• Assets owned by the project
• Outstanding debts
• Employees
• Tax obligations
• Land use rights
• Contracts with business partners
• Existing licenses

After termination, the investor is responsible for liquidating the investment project in accordance with applicable laws.

Therefore, proper preparation is important before the termination application is submitted.

3.3 Handling Land and Project Assets

Land is one of the most important issues when a foreign investor exits Vietnam.

The Law on Investment 2025 provides that the handling of land use rights and assets attached to land upon project termination must comply with land law and other relevant regulations.

Therefore, a foreign investor should review:

• Land use rights
• Land lease arrangements
• Land-related financial obligations
• Buildings and factories
• Machinery and equipment
• Assets attached to land
• Conditions for transfer or disposal

This review should be completed before deciding on the final exit structure.

IV. Procedure for Foreign Investor Exit Vietnam

4.1 Step 1: Review the Investment Structure

The first step is to determine exactly how the foreign investor will exit.

The investor should identify whether it will:

• Sell shares
• Transfer capital contributions
• Transfer the investment project
• Dissolve the company
• Terminate the investment project

This decision affects almost every subsequent procedure.

For example, if the investor sells the company to another investor, the project may continue. If the investor dissolves the company, the project may also need to be terminated.

Therefore, legal and tax planning should take place before the final exit structure is selected.

4.2 Step 2: Review Tax and Financial Obligations

Before exiting, the investor should review all outstanding tax and financial obligations.

The review may include:

• Corporate income tax
• Value-added tax
• Foreign contractor tax, where applicable
• Personal income tax
• Tax arising from capital or share transfers
• Unpaid tax liabilities
• Employee-related obligations
• Other financial obligations to the State

The investor should also reconcile accounting records and confirm the amount of capital actually contributed.

This is especially important when the company has operated in Vietnam for many years and has accumulated assets, losses, loans, or related-party transactions.

4.3 Step 3: Complete the Relevant Investment Procedure

Depending on the exit method, the investor may need to complete an investment adjustment or termination procedure.

For example, the transfer of an investment project may require adjustment of the investment project under Article 33 of the Law on Investment 2025. Meanwhile, termination of an investment project is governed by Article 36.

The investor should therefore prepare the appropriate documents instead of using the same procedure for every type of exit.

4.4 Step 4: Complete Corporate and Tax Procedures

If the exit involves dissolution, the company must also complete the relevant corporate procedures.

The company should normally review and settle:

• Tax finalization
• Employee obligations
• Debt obligations
• Asset liquidation
• Bank accounts
• Contracts
• Corporate records
• Enterprise registration status

Once the company’s obligations have been properly addressed, the remaining assets can be distributed according to applicable law and the company’s ownership structure.

V. Tax and Repatriation Considerations

5.1 Tax on the Sale of Shares or Capital

If the foreign investor exits by selling shares or capital contributions, the transaction may generate tax obligations.

The applicable tax depends on factors such as:

• Type of investor
• Type of transferred interest
• Transfer price
• Original investment cost
• Transaction expenses
• Applicable tax regulations

Therefore, the investor should calculate the potential tax before signing the transfer agreement.

In addition, supporting documents should be maintained for the original investment cost and transfer value.

5.2 Repatriation of Investment Capital

One of the most important concerns in Foreign Investor Exit Vietnam is whether the investor can transfer the remaining investment proceeds abroad.

The current Law on Investment 2025 provides that, after fulfilling financial obligations toward the State of Vietnam, foreign investors are allowed to transfer investment capital and proceeds from investment abroad.

Therefore, the investor should complete the necessary tax and financial obligations before repatriating funds.

The company should also maintain clear evidence of:

• Original capital contribution
• Capital transfer proceeds
• Sale of assets
• Tax payments
• Bank transactions
• Final settlement of liabilities

This documentation can help demonstrate the legitimate source of funds when transferring money abroad.

5.3 Banking and Foreign Exchange Compliance

The investor should also coordinate with its Vietnamese bank.

The payment records should be consistent with the transaction documents and corporate records.

For example, if an investor sells its shares, the bank may need documents showing the transaction and the investor’s entitlement to receive the proceeds.

Therefore, banking requirements should be reviewed before closing the transaction.

VI. Important Considerations for Foreign Investors

6.1 Do Not Leave an Inactive Company Unresolved

A foreign investor should not simply stop operating and leave the Vietnamese company inactive.

If the company continues to exist, it may still have tax, accounting, reporting, employee, and corporate obligations.

Therefore, an investor that no longer wants to operate in Vietnam should choose an appropriate exit method and complete the relevant procedures.

6.2 Review the Company’s Entire Legal and Financial Position

Before starting the exit, the investor should conduct a final review of the company.

Important areas include:

• Investment registration
• Enterprise registration
• Tax compliance
• Accounting records
• Employment obligations
• Bank accounts
• Loans
• Related-party transactions
• Contracts
• Intellectual property
• Land and property
• Fixed assets

This review can identify potential problems before the investor begins the exit procedure.

6.3 Prepare the Exit Plan Early

A successful Foreign Investor Exit Vietnam normally requires coordination between legal, tax, accounting, and banking teams.

A practical exit plan should include:

• Choosing the appropriate exit structure
• Legal due diligence
• Investment project review
• Tax health check
• Asset valuation
• Debt settlement
• Employee settlement
• Share or project transfer, where applicable
• Investment termination
• Company dissolution, where applicable
• Tax finalization
• Repatriation of remaining funds

Therefore, investors should begin planning well before the intended exit date.

VII. Conclusion

Foreign Investor Exit Vietnam can be completed through several different routes, including share or capital transfer, investment project transfer, project termination, and company dissolution.

The most appropriate option depends on the investor’s ownership structure, the status of the Vietnamese company, the investment project, existing assets, tax obligations, and whether another investor is available to acquire the business.

Under the current Law on Investment 2025, an investor may terminate an investment project in specific circumstances, while the law also provides procedures for project transfers and the liquidation of investment assets. After fulfilling financial obligations to the Vietnamese State, foreign investors may transfer investment capital and investment proceeds abroad.

Therefore, foreign investors should not treat exiting Vietnam as simply closing a company. Instead, they should review the investment, corporate, tax, accounting, asset, and banking aspects together.

With proper planning, Foreign Investor Exit Vietnam can be completed in a structured manner, helping investors reduce unnecessary delays, tax risks, and compliance issues while ensuring that their remaining investment proceeds can be handled appropriately.

MVA VIETNAM ACCOUNTING AND AUDITING COMPANY LIMITED