Dissolution of Foreign-Invested Companies in Vietnam
A comprehensive solution that helps investors terminate operations legally and efficiently During the course of investing in Vietnam, foreign-invested (FDI) companies may need to terminate operations
Why this matters
A comprehensive solution that helps investors terminate their operations legally and efficiently.
Over the course of investing in Vietnam, a foreign-invested enterprise (FDI) may need to terminate its operations due to a change in business strategy, group restructuring, completion of the investment project, or no longer having a need to continue operating in the Vietnamese market.
Dissolving an FDI enterprise is a complex legal procedure that simultaneously involves the laws on investment, enterprises, tax, labor, social insurance, and foreign exchange management. Before the state authorities approve the dissolution, the enterprise must fulfill all of its financial obligations and obligations to employees, and complete the procedures to terminate the validity of the relevant licenses. With a team of experienced specialists, we provide an end-to-end FDI company dissolution service, helping investors complete the procedures quickly, minimize legal risks, and fully comply with the laws of Vietnam.
Conditions for dissolving an enterprise
Before proceeding with dissolution, the enterprise must ensure that it has:
- Settled all debts and financial obligations.
- Fully paid all employee entitlements.
- Completed all tax obligations with the tax authority.
- Fulfilled all obligations relating to social insurance.
- No pending disputes before a Court or Arbitration relating to the dissolution.
Pre-dissolution legal status review
Before starting the procedure, we review:
- The Investment Registration Certificate (IRC).
- The Enterprise Registration Certificate (ERC).
- The status of tax filings and tax finalization.
- Labor contracts and social insurance.
- Sub-licenses and sector-specific licenses.
- Outstanding debts and financial obligations.
What’s included
- Check the enterprise registration status.
- Review tax, accounting, and social insurance obligations.
- Assess receivables and payables.
- Advise on the appropriate dissolution approach.
- Draft the enterprise dissolution decision.
- Draft meeting minutes as required by regulations.
- Prepare the related notices and legal documents.
- Guide the enterprise through the necessary internal procedures.
- Support in working with the tax authority.
- Carry out the procedure to deactivate the tax identification number.
- Submit the dissolution dossier to the business registration authority.
- Monitor and handle any requests for supplementary documents (if any).
- Receive the enterprise dissolution result.
- Hand over the related files and documents to the client.
- Advise on legal matters arising after dissolution (if any).
Who it’s for
How the process works
- 1Step 1: Adopt the dissolution decision
The enterprise issues the dissolution decision and carries out the internal procedures required by the Law on Enterprises and the company's charter. The contents of the dissolution resolution or decision are set out in detail in Clause 1, Article 208 of the Law on Enterprises 2020.
- 2Step 2: Settle financial obligations
The enterprise settles its debts, tax obligations, wages, social insurance, and other financial obligations before terminating operations. Under Clause 5, Article 208 of the Law on Enterprises 2020, debts are paid in the following order of priority: debts owed to employees, such as wages, severance allowance, health insurance, social insurance, and unemployment insurance as prescribed by law, and other benefits agreed in the collective labor agreement and labor contracts; tax debts; and other debts. After dissolution costs and debts have been paid, the remainder is distributed to the owner of the private enterprise, the members, shareholders, or the company owner in proportion to their capital contribution or shareholding.
- 3Step 3: Complete procedures with the tax authority
The enterprise carries out tax finalization, closes its tax identification number, and completes the related obligations as required by the tax authority.
- 4Step 4: Submit the dissolution dossier
After fulfilling its financial obligations, the enterprise submits the dissolution dossier to the business registration authority to complete the termination procedure within 05 working days from the date all debts are fully paid (under Clause 7, Article 208 of the Law on Enterprises 2020).
- 5Step 5: Update the legal status
Once the dossier is valid and approved, the business registration authority updates the enterprise's legal status in the National Database on Business Registration, officially recording that the enterprise has been dissolved.
Why choose Clarity for this
Our commitment & responsibility
We commit to professional responsibility on every engagement — including legal liability and compensation should an error on our part occur. Your financial, personal and ownership data is handled under strict confidentiality and in line with Decree 13/2023/NĐ-CP on personal data protection.
Ready to use this service?
Talk to our specialists to get a tailored scope of work and quote.
Request this service