Dissolution Procedures for Foreign-Invested Enterprises (FDI Companies) in Vietnam

Dissolving a foreign-invested enterprise (FDI company) in Vietnam is a mandatory legal process when investors decide to cease business operations. Whether due to economic reasons, strategic adjustments, or restructuring, the dissolution must strictly comply with Vietnamese laws to safeguard legal rights and avoid potential risks.

The following article outlines the key procedures, required documents, and steps involved in dissolving an FDI company in Vietnam.

1. When should an FDI company be dissolved?

An FDI company in Vietnam may proceed with dissolution under the following circumstances:

• The business term stated in the investment license has expired without renewal.
• By resolution of the owner (for single-member LLCs), members' council (for multi-member LLCs), or shareholders' general meeting (for joint-stock companies).
• Following a merger, division, or share transfer resulting in cessation of operations.
• The company no longer meets legal requirements to operate in Vietnam.

2. Key steps in the dissolution process of an FDI company

Step 1: Decision on dissolution and notification

• Draft a resolution and meeting minutes approving the company’s dissolution.
• Notify the Department of Planning and Investment (DPI) and the Tax Authority.
• Publicly announce the company’s dissolution on the National Business Registration Portal.

Step 2: Finalize tax obligations

• Submit the tax code termination declaration.
• Complete final tax settlements, including Corporate Income Tax (CIT), VAT, Personal Income Tax (PIT), and Contractor Tax (if applicable).
• Check issuance and usage of invoices.
• Terminate labor contracts and finalize Social Insurance payments.
• Obtain a Tax Clearance Certificate from the Tax Department.

Step 3: Liquidation of assets and liabilities

• Prepare a detailed report on asset liquidation and debts.
• Settle outstanding liabilities (suppliers, banks, taxes, insurance, etc.).
• Pay final wages or benefits to employees (if any).

Step 4: Close the investment capital account

• Submit a request to the bank to close the investment capital account.
• Transfer any remaining funds abroad (if any), in compliance with foreign exchange regulations.​​​​​​​

Step 5: Submit dissolution application to the DPI

Required documents include:

• Resolution and minutes of dissolution.
• Tax Clearance Certificate.
• Confirmation of tax code deactivation.
• Confirmation of bank account closure.
• Original Investment Certificate (IRC) and Enterprise Registration Certificate (ERC).
• Declaration confirming no remaining assets or liabilities.

Processing time: 10–15 business days (depending on file completeness).

3. Important considerations

• Do not dissolve the company before fulfilling all tax obligations - this may result in penalties or tax arrears.
• If there are multiple foreign investors, unanimous agreement and signatures from all parties are required.
• Certain industries (e.g., finance, education, logistics) may involve additional procedures specific to their field.
• Improperly liquidated assets may be confiscated or blocked from overseas transfer.

4. Dissolution or temporary suspension: which to choose?

=> If you're unsure about long-term cessation, consider temporary suspension to maintain legal status while pausing operations.

Dissolving an FDI enterprise in Vietnam requires careful planning and strong knowledge of investment law, taxation, labor regulations, and administrative procedures. If you're an FDI company planning to exit the Vietnamese market, it is advisable to work with trusted legal and business consultants such as Zora Consulting, who can assist with:

• Advising whether dissolution or suspension is more appropriate.
• Preparing compliant and complete legal documentation.
• Liaising with tax authorities, the DPI, and banks.
• Ensuring a lawful, smooth, and cost-effective closure process.