To suspend an investment project in Vietnam, the investor sends a written notice to the investment registration authority within 5 working days of deciding to suspend, using Form I.1.11 of Circular 55/2026/TT-BTC. There is no approval step. The authority acknowledges the notice and, within 3 working days, informs the other agencies concerned (Article 35(1) of the Law on Investment No. 143/2025/QH15; Article 65(3)(a) of Decree 96/2026/ND-CP). The limit that matters is time: a project may be suspended for no more than 12 months in total (Article 65(2)). Going beyond that carries a fine of VND 70 to 100 million.
For a commercial pause, a project suspension notice does not move the deadlines on the investment registration certificate (IRC) (force majeure is different, see the schedule section below). The notice also does not replace the company's own business suspension and does not stop the company's tax filings. Many English guides still describe the 2020 Law on Investment and Decree 31/2021/ND-CP, which Decree 96 replaced on 1 March 2026.
Three routes to an investment project suspension#
| Who decides | Basis | Document |
|---|---|---|
| The investor, for any reason | Article 35(1) | Investor's notice on Form I.1.11; the authority's acknowledgement on Form I.2.13 |
| The state investment authority, on one of five grounds | Article 35(2) | Decision to suspend all or part of the project, Form I.2.14 |
| The Prime Minister, where the project harms or threatens defence, national security or the environment | Article 35(3) | Decision on Form I.2.15 |
The five grounds for an authority-ordered suspension are: protecting heritage sites and national treasures; remedying an environmental breach at the environmental authority's request; occupational safety measures at the labour authority's request; a court judgment or arbitral award; and continued breach of the investment policy approval or IRC after a fine or a written warning from the registration authority. Delay alone is expressly carved out of the last ground. Except for court and arbitration cases, the authority must prepare minutes before it decides (Article 65(3)(b)). Failing to stop after such a decision is fined VND 100 to 200 million (Article 19(3)(b) of Decree 122/2021/ND-CP), and if the investor cannot cure the cause, the registration authority terminates the project (Article 36(2)(a) of the Law).
How to suspend an investment project in Vietnam step by step#
- Internal decision. The members' council, owner or board of the project company decides to suspend, stating the scope and the dates. The date of this decision starts the clock.
- Form I.1.11. The project suspension notice covers the investor; the project's status and financial obligations (taxes, fees and land rent paid and outstanding, wages and amounts owed to third parties); the suspension itself (scope, start and end dates, reasons, the plan for resuming capital contribution and construction, and any request for land rent relief after force majeure); and the investor's undertakings.
- File within 5 working days of the decision with the investment registration authority: the industrial park, export processing zone, high-tech park, digital technology park or economic zone management board for projects inside those zones, or the provincial Department of Finance for projects outside them (Article 27(1) and (2) of the Law). Projects spanning two provinces, straddling a zone boundary, or in a zone without a management board file where the project's executive office is located (Article 27(3)). Filing is in person, by public postal service, or online where the National Investment Information System supports it (Article 6(3) of the Decree).
- Acknowledgement. The authority issues Form I.2.13 naming the project, the IRC and the suspension period, and tells the relevant agencies within 3 working days.
Three practical points:
- The deadline runs from the decision, not from the start date. A board decision on the 1st for a suspension starting on the 15th still has to be notified within 5 working days of the 1st. In our reading a notice filed before the suspension begins is valid, since the form asks for "from" and "to" dates.
- Watch the form's heading. Part III of Form I.1.11 (in the Circular 55 text published by the Foreign Investment Agency) is headed "content of the termination of the investment project", a drafting slip in a suspension form. Keep the heading but make sure the entries say suspension and give an end date, so the filing is not read as a termination notice under Article 66.
- Tell the authority when you restart. Form I.2.13 asks the company to notify the authority when it resumes at the end of the period. The Decree is silent on resuming early; in our reading you should notify as soon as operations restart, so the days counted against the 12-month cap are recorded correctly.
How long can you suspend an investment project in Vietnam?#
You can suspend an investment project in Vietnam for no more than 12 months in total (Article 65(2)). Suspensions are cumulative: 5 months this year and 8 months next year exceed the cap, even with a notice each time. Where a court, arbitral tribunal or investment authority orders the suspension, its decision sets the period; if it sets none, the 12-month cap applies. In our reading, suspensions before 1 March 2026 under Decree 31/2021, which had the same cap, still count.
At the end of the period the investor has four options: restart; amend the IRC to push back the schedule if the real issue is delay; transfer the project; or terminate the investment project. Staying suspended without choosing is fined VND 70 to 100 million, with an order to resume on schedule or terminate (Article 19(2)(c) and (4)(d) of Decree 122/2021/ND-CP). Worse, a project that has been suspended for 12 months while the authority cannot reach the investor or its lawful representative can be terminated (Article 36(2)(d) of the Law; Article 67 of the Decree). If your foreign general director leaves Vietnam during the suspension, keep a contact in Vietnam who can be reached at the address registered with the authority.
Business suspension and project suspension are two filings#
A foreign-invested company that stops operating its only project usually needs both procedures. Business suspension sits under Article 206(1) of the Law on Enterprises and Article 60 of Decree 168/2025/ND-CP; project suspension under Article 35 of the Law on Investment and Article 65 of Decree 96. Neither refers to the other. Companies still holding an old investment licence or investment certificate also suspend business at the business registration office (Article 110(4) of Decree 96).
| Business suspension (company) | Project suspension | |
|---|---|---|
| Where | Provincial business registration office | Department of Finance or zone management board |
| When | At least 3 working days before the start | Within 5 working days after the decision |
| Length | Up to 12 months per notice, 24 consecutive months in total | 12 months in total |
| Tax returns | Not required for full months, quarters or years of suspension | No rule of its own |
No text sets the order. In our reading the safe sequence is one board decision covering both, the business suspension filed first to meet the 3-day advance notice, and Form I.1.11 within 5 working days of the decision. See business suspension procedures for the company side. The mismatch to plan for: the company may suspend for 24 months, the project only for 12. A company that wants to pause for 18 months must deal with the project before month 12. If the company has two projects, or trading activity outside the project, and pauses only one project, only the project notice is needed.
What keeps running when you suspend an investment project in Vietnam#
Schedule. It depends on why the project stopped:
- Force majeure. Delay caused by force majeure does not count towards the implementation schedule or the operating term (Article 31(3) of the Law, referring to Article 33(4)(a); Article 28(2) of Decree 96). The IRC still has to be amended under Articles 52 to 56 of the Decree to record the new dates.
- A state authority's request. Article 31(3) also excludes delay "at the request of a state management authority" (Article 33(4)(c)). That fits a suspension to protect heritage or on defence and security grounds. Where the authority suspends the project because of the investor's own breach (environmental or IRC violations), the texts do not say whether the delay is excluded; in our reading, do not assume it is.
- A commercial pause. Nothing excludes the period, so in our reading the schedule keeps running. If the project misses its targets, the registration authority may terminate it 24 months after the scheduled date unless the schedule was validly adjusted (Article 36(2)(b) of the Law). A commercial reason is also not one of the exceptions to the 24-month extension limit for projects with an investment policy approval (Article 33(4)).
Land. For a project that has not yet put its land into use or is still under construction, the Land Law clock is not paused either: land allocated or leased for a project and left unused for 12 consecutive months from handover, or 24 months behind the land-use schedule, gets at most a 24-month paid extension, after which it is recovered (Article 81(8) of the Land Law), save for force majeure (Article 81(9)). A force majeure suspension also entitles the investor to land rent exemption and a reduction of land use fees for the recovery period (Article 35(1) of the Law on Investment); we have not found a separate procedure for this in the land finance rules, so check with the local tax and finance authorities first.
Security deposit. An investment project suspension neither forfeits nor releases the deposit. Unrefunded deposits go to the state budget only when the authority terminates the project under Article 36(2) (Article 27(12) of the Decree). If you used a bank guarantee, track its expiry date: if it lapses without renewal and the authority has not given its view on releasing it, the bank must pay the guaranteed amount into the authority's account (Article 27(13)). In our reading that cash is then treated as a deposit under the refund milestones in Article 27(9).
Tax. A project suspension alone does not put the company into suspended status with the tax authority. For companies registered through the business registration one-stop system, that status comes from the business suspension filing, which the business registration office passes to the tax authority (Articles 6(1) and 7(3) of Decree 252/2026/ND-CP; Article 60(5) of Decree 168/2025/ND-CP). In our reading a company that only suspends its project keeps filing VAT returns and finalisations as usual, even with nil figures; the filing exemption in Article 7(1)(c) applies only after a business suspension.
Reports. Article 47 of the Law and Article 94 of the Decree do not exempt suspended projects. In our reading quarterly and annual project reports and the investment supervision reports remain due; see investment reporting obligations.
Staff. For a stoppage for economic reasons, idle-time pay is agreed with employees but may not fall below the regional minimum wage for the first 14 working days; if the stoppage is the employer's fault, full contractual wages are due (Article 99 of the Labour Code).
Fines at a glance#
Amounts under Decree 122/2021/ND-CP are for organisations; individuals pay half (Article 4(2)).
| Breach | Fine | Basis |
|---|---|---|
| No notice within 5 working days of the suspension decision | VND 30–50 million, plus an order to file | Article 15(2)(d) and (3)(d) |
| Total suspension over 12 months | VND 70–100 million, plus an order to resume or terminate | Article 19(2)(c) and (4)(d) |
| Not stopping after an authority's suspension decision | VND 100–200 million | Article 19(3)(b) |
LexData prepares suspension notices, tracks the 12-month cap and handles schedule amendments as part of its IRC amendment service; for the company side, see company dissolution and business suspension.
