FDI Project Closure Vietnam refers to the process of terminating a foreign-invested investment project in Vietnam. Foreign investors may close an FDI project because of business restructuring, poor performance, completion of the project, changes in investment strategy, or a decision to leave the Vietnamese market.

However, closing an FDI project is not simply a matter of stopping business activities. The investor may need to complete investment termination procedures, liquidate project assets, settle tax and financial obligations, handle employees and contracts, and deal with land or assets attached to land.

Under Law on Investment No. 143/2025/QH15, which took effect on March 1, 2026, an investor may terminate an investment project when the investor decides to terminate the project, when termination conditions arise under a contract or company charter, or when the project’s operating duration expires. The law also provides cases where the investment registration authority may terminate a project.

Therefore, FDI Project Closure Vietnam should be planned carefully to ensure that the project, company, tax, accounting, and asset matters are properly completed.

I. What Is FDI Project Closure Vietnam?

1.1 Understanding FDI Project Closure

FDI Project Closure Vietnam generally means the legal and administrative process of ending a foreign-invested investment project in Vietnam.

An FDI project may operate through a foreign-invested company or another approved investment structure. When the project is closed, the investor must determine how the project assets, employees, contracts, taxes, debts, and investment capital will be handled.

Common reasons for project closure include:

• The investor voluntarily decides to stop the project.
• The project reaches the end of its approved operating duration.
• The investment objectives have been completed.
• The investor no longer has a business need for the project.
• The project cannot continue because of financial or operational difficulties.
• The project is transferred to another investor.
• The project is subject to termination under the investment law.

Therefore, investors should determine the reason for closure before selecting the appropriate procedure.

1.2 Project Closure and Company Dissolution Are Different

One important point is that closing an FDI project does not always mean dissolving the Vietnamese company.

For example, a foreign-invested company may have several investment projects. One project can be terminated while the company continues operating another project.

Similarly, an investor may terminate one investment project and later restructure the company rather than dissolve it completely.

Therefore, investors should distinguish between:

• Termination of an investment project
• Termination of all investment activities
• Transfer of an investment project
• Dissolution of the Vietnamese company

This distinction is important because each process has different legal and administrative requirements.

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II. When Can an FDI Project Be Closed?

2.1 Voluntary Termination by the Investor

Under Article 36 of the Law on Investment 2025, an investor may terminate an investment project when the investor decides to terminate the project’s operation. Termination may also occur when the conditions for termination specified in a contract or company charter are met. In addition, a project may terminate when its approved operating duration expires.

Therefore, a foreign investor may voluntarily close an FDI project when it no longer wants to continue the investment.

For example, an investor may decide to close a manufacturing project because the project is no longer commercially viable. The investor would then need to address the project’s outstanding obligations and complete the required termination procedure.

2.2 Termination by the Investment Registration Authority

An FDI project can also be terminated by the competent investment registration authority in certain circumstances.

These circumstances may include:

• The investor cannot remedy conditions that led to suspension of the project.
• The investor fails to complete project objectives within the legally applicable period.
• The investor loses the right to use the investment location and does not complete the required adjustment.
• The project has been suspended for a specified period and the investor cannot be contacted.
• The project is subject to land recovery.
• The investor fails to provide required investment implementation security.
• A court judgment or arbitral decision requires termination.
• The economic organization has been dissolved without properly dealing with the investment project.

The specific grounds are provided under Article 36 of the Law on Investment 2025.

Therefore, foreign investors should not simply stop operating and assume that the project will automatically disappear from the investment registration system.

III. Key Issues Before Closing an FDI Project

3.1 Review the Investment Registration Certificate

Before starting the closure procedure, the investor should review the project’s investment documents.

Important information includes:

• Investment project name
• Investor information
• Investment objectives
• Investment capital
• Project implementation location
• Project implementation schedule
• Operating duration
• Land information
• Special conditions attached to the project

This review helps determine whether the project has reached the end of its duration or whether the investor is voluntarily terminating it.

If the project has an Investment Registration Certificate, the investor should also check whether the information on the certificate matches the actual project status.

3.2 Review Tax and Accounting Obligations

Tax and accounting are major parts of FDI Project Closure Vietnam.

Before terminating the project, the investor should review whether the company has outstanding obligations relating to:

• Corporate income tax
• Value-added tax
• Foreign contractor tax, where applicable
• Personal income tax
• Tax arising from asset liquidation
• Tax arising from transfer transactions
• Unpaid tax liabilities
• Accounting and financial reporting

The company should also reconcile its accounting records with its actual assets and liabilities.

Important records may include:

• Cash and bank balances
• Receivables
• Payables
• Fixed assets
• Inventory
• Loans
• Contributed capital
• Accrued expenses

A tax or accounting issue discovered during the closure process can delay the completion of the project.

3.3 Review Employees and Contracts

The investor should also review employment and commercial contracts before closing the project.

This may include:

• Employee contracts
• Salary and bonus obligations
• Social insurance
• Supplier contracts
• Customer contracts
• Lease agreements
• Loan agreements
• Service contracts
• Insurance policies

If employees are terminated because the project closes, the company should properly settle the employees’ rights and obligations under Vietnamese labor law.

Similarly, outstanding commercial contracts should be terminated, transferred, or settled as appropriate.

IV. FDI Project Closure Vietnam Procedure

4.1 Step 1: Determine the Closure Structure

The first step is to determine what exactly the foreign investor wants to close.

The investor should decide whether it will:

• Terminate one investment project
• Terminate all investment projects
• Transfer the project to another investor
• Dissolve the Vietnamese company
• Sell the company’s shares instead of terminating the project

This decision is important because project termination and project transfer are different procedures.

For example, if another investor wants to continue operating the project, a project transfer may be more appropriate than project termination.

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.

4.2 Step 2: Liquidate Project Assets and Settle Obligations

After deciding to close the project, the investor needs to deal with the project’s assets and liabilities.

The process may involve:

• Selling machinery and equipment
• Selling inventory
• Collecting outstanding receivables
• Paying suppliers
• Repaying loans
• Settling employee obligations
• Settling tax liabilities
• Terminating contracts
• Closing project-related accounts

Under the Law on Investment 2025, the investor is responsible for liquidating the investment project after termination, except where specific rules apply.

Therefore, asset liquidation should be planned together with the investment termination procedure.

4.3 Step 3: Handle Land and Assets Attached to Land

Land is often one of the most complicated issues in an FDI project closure.

If the project uses leased or allocated land, the investor should determine what happens to:

• Land use rights
• Land lease arrangements
• Factories
• Buildings
• Infrastructure
• Machinery attached to the project
• Other assets attached to land

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, investors should review land issues before submitting the final project termination documents.

4.4 Step 4: Complete Investment Termination Procedures

After the project’s obligations have been reviewed and the relevant documents prepared, the investor can proceed with the investment project termination procedure.

For projects subject to an Investment Registration Certificate, termination may result in the Investment Registration Certificate being revoked in the cases specified by law.

The exact dossier and process depend on the project’s legal status and the reason for termination.

Therefore, investors should prepare the termination documents based on the actual project rather than using a standard form without reviewing the project history.

V. Tax, Capital, and Financial Settlement

5.1 Tax Obligations When Closing an FDI Project

Tax compliance is one of the most important parts of FDI Project Closure Vietnam.

Before the project is closed, the investor should determine whether any tax remains payable.

The review may cover:

• Corporate income tax
• VAT
• Personal income tax
• Foreign contractor tax
• Tax from asset liquidation
• Tax from capital or share transfers
• Other outstanding tax obligations

If assets are sold during the closure process, the company should also ensure that the related accounting and tax documents are properly prepared.

Therefore, a tax review should be performed before the final closure.

5.2 Repatriation of Remaining Investment Capital

Foreign investors may want to transfer remaining investment capital or investment proceeds outside Vietnam after closing the project.

The Law on Investment 2025 provides that foreign investors may transfer investment capital and investment proceeds abroad after fulfilling their financial obligations to the Vietnamese State.

Therefore, the investor should keep clear documentation showing the source and legitimacy of the funds.

This may include:

• Investment documents
• Capital contribution records
• Asset liquidation documents
• Tax payment evidence
• Bank statements
• Project termination documents
• Financial statements

Proper documentation can also make the banking process more straightforward.

5.3 Accounting Records and Final Financial Review

Before completing the closure, the company should reconcile its accounting records.

The final review should confirm:

• Capital actually contributed
• Remaining assets
• Outstanding liabilities
• Loans
• Receivables
• Payables
• Tax liabilities
• Employee obligations
• Amount available for distribution or repatriation

This is especially important for FDI companies that have operated in Vietnam for many years.

VI. Important Considerations for FDI Project Closure Vietnam

6.1 Do Not Simply Stop Operating

A foreign investor should not simply stop business activities and leave the Vietnamese project unresolved.

Even when a project is no longer operating, the investor may still have obligations relating to tax, accounting, employees, investment reporting, land, and corporate records.

Therefore, a formal closure plan should be prepared.

6.2 Check Whether Project Transfer Is Better Than Closure

Before terminating the project, the investor should consider whether another investor may be interested in acquiring it.

A project transfer may be more efficient when the project has valuable:

• Land rights
• Factory facilities
• Equipment
• Licenses
• Contracts
• Business relationships
• Existing infrastructure

Under Article 34 of the Law on Investment 2025, investment projects can be transferred in whole or in part if the relevant conditions are satisfied.

Therefore, investors should compare project transfer and project termination before making a final decision.

6.3 Coordinate Legal, Tax, Accounting, and Banking Work

A successful FDI Project Closure Vietnam process requires several areas to be handled together.

A practical closure plan should include:

• Investment document review
• Legal due diligence
• Tax review
• Accounting reconciliation
• Asset liquidation
• Land review
• Employee settlement
• Contract settlement
• Project termination
• Corporate procedures, where applicable
• Bank account and payment review
• Repatriation of remaining funds

By coordinating these steps, investors can reduce unnecessary delays and avoid leaving unresolved obligations after the project has ended.

VII. Conclusion

FDI Project Closure Vietnam is a structured legal and financial process for ending a foreign-invested investment project in Vietnam. The investor may voluntarily terminate the project, transfer it to another investor, or close the project because its operating duration has expired.

Under the current Law on Investment 2025, an investor may terminate a project when it decides to do so, when contractual or charter-based termination conditions arise, or when the project’s operating duration expires. The investment registration authority can also terminate projects in specific circumstances provided by law.

Therefore, foreign investors should not treat project closure as simply stopping business activities. Instead, they should review the investment documents, settle taxes and accounting matters, handle employees and contracts, liquidate project assets, address land-related issues, and complete the required investment termination procedures.

For investors that still have valuable assets or an operating project, project transfer may be a better option than closure. By selecting the correct exit structure and preparing the necessary procedures early, foreign investors can reduce legal, tax, financial, and compliance risks when closing an FDI project in Vietnam.

MVA VIETNAM ACCOUNTING AND AUDITING COMPANY LIMITED