There are two ways to terminate an investment project in Vietnam. If the investor decides to stop, if a condition in the contract or charter is met, or if the operating term expires (Article 36(1) of the Law on Investment 143/2025/QH15), the investor notifies the investment registration authority and hands back the Investment Registration Certificate (IRC) and any investment policy approval within 15 working days (Article 66(2)(a) and (b) of Decree 96/2026/ND-CP). If the project falls into one of nine grounds in Article 36(2), the authority issues a termination decision and revokes the IRC (Article 66(2)(c)), and any security deposit not yet refunded (if the project posted one) goes to the state budget (Article 27(12) of the Decree).
Either way, investment project termination is followed by the same steps: the investor liquidates the project itself, land is dealt with under land law (Article 36(4) and (5) of the Law), and, if the goal is to leave Vietnam, the company is dissolved separately. Public investment projects and Vietnamese investors' projects abroad follow different rules and are outside the scope of this article.
Most guides on this topic still cite Article 48 of the Law on Investment 61/2020/QH14 and Article 57 of Decree 31/2021/ND-CP. Both texts ceased to apply on 1 March 2026 (Article 51(4) of Law 143/2025; Article 111(3)(a) of Decree 96). The current map:
| Topic | Provision often cited | Current provision |
|---|---|---|
| Suspension of a project | Article 47, Law 61/2020; Article 56, Decree 31 | Article 35, Law 143/2025; Article 65, Decree 96 |
| Grounds for termination | Article 48, Law 61/2020 | Article 36, Law 143/2025 |
| Termination procedure | Article 57, Decree 31 | Article 66, Decree 96 |
| Investor cannot be contacted | Article 58, Decree 31 | Article 67, Decree 96 |
| Sham transactions; court judgments and awards | Articles 59 and 60, Decree 31 | Articles 68 and 69, Decree 96 |
| Forms | Circular 03/2021/TT-BKHDT | Circular 55/2026/TT-BTC |
| Capital account and repatriation | Circular 06/2019/TT-NHNN | Circular 38/2026/TT-NHNN (from 18 August 2026) |
Which route applies when you terminate an investment project in Vietnam?#
The route decides who signs the final document, whether the IRC is returned or revoked, and what happens to the deposit. Work this out before drafting anything.
| Ground | Who starts it | Final document | Unrefunded deposit |
|---|---|---|---|
| Investor's own decision (Article 36(1)(a)) | Investor | Authority's notice, Form I.2.16 | Not addressed by the Decree (see the deposit section) |
| Condition in the contract or charter (Article 36(1)(b)) | Investor | Form I.2.16 | Same |
| Expiry of the operating term (Article 36(1)(c)) | Investor | Form I.2.16 | Same |
| Any of the nine grounds in Article 36(2) | Authority | Termination decision, Form I.2.17, with IRC revocation | Paid to the state budget, excluding interest |
The nine grounds on which the authority terminates all or part of a project (Article 36(2)) are:
- The project was suspended under Article 35(2) or (3) (heritage protection, environmental or labour safety breaches, a judgment or award, continued breach of the IRC after a penalty, or a Prime Minister's decision on defence, security or environmental grounds) and the investor cannot fix the cause.
- 24 months after the deadline for achieving the project's objectives (or a phase's objectives) in the policy approval or IRC, the objectives are still not met and the schedule could not lawfully be adjusted.
- The investor lost the right to use the site and did not apply to change the location within 6 months.
- The project has been suspended for 12 months and the authority cannot reach the investor or its lawful representative.
- The land is subject to recovery under land law.
- The investor failed to post the deposit or bank guarantee required for the project.
- The investment rests on a sham civil transaction.
- A court judgment or decision or an arbitral award requires it.
- The company was dissolved without terminating, transferring or otherwise disposing of the project.
The second ground is already in use: according to a VOV report of 3 July 2026, the Ha Tinh Department of Finance issued Decision 4748/QD-STC of 2 July 2026 terminating the Thach Khe iron ore mining project under Article 36(2)(b) and revoking its 2008 investment certificate. If a project is behind schedule, amend the schedule before the 24-month mark; see the IRC amendment procedure.
Three alternatives are worth checking first:
- Suspend instead of terminating. A self-decided suspension of the project is notified within 5 working days of the decision using Form I.1.11, and total suspension may not exceed 12 months (Article 35(1) of the Law; Article 65(2) and (3)(a) of the Decree). This is a project procedure and differs from the company's business suspension at the business registration office.
- Terminate part of the project. The rest continues and the investor amends the project under Articles 52 to 56 of the Decree (Article 66(6)); the authority uses Form I.2.18 when it terminates part of a project itself.
- Sell the project. Where the land, buildings or licences still have value, a project transfer usually preserves more than liquidation; see our service on investment project transfer.
How to terminate an investment project in Vietnam voluntarily#
These steps cover the three grounds in Article 36(1). The file goes to the authority that issued the IRC: the management board of the industrial park, export processing zone, high-tech park or economic zone for projects inside a zone, and the provincial Department of Finance for projects outside (Article 27(1) and (2) of the Law).
1. Take the internal decision. For a company, this is the owner's decision or a resolution of the members' council or shareholders' meeting, according to the charter. When the investor decides to terminate, the 15 working days run from the date of that decision. When the project ends because the term expired or a contract or charter condition was met, the 15 working days run from the date the project stops, and the file includes a copy of the document recording that event (Article 66(2)(a) and (b)).
2. Reconcile the numbers before drafting the notice. Form I.1.12 of Circular 55/2026/TT-BTC (notice of the investor's decision to terminate an investment project) asks for much more than a reason. It requires:
- capital contributed and funds raised; construction status and whether facilities are operating; progress on the objectives;
- taxes, fees and land rent paid, and those still owed;
- other liabilities, such as wages and amounts owed to third parties;
- the termination date and an explanation.
In effect the investor discloses its outstanding liabilities to a state authority and certifies the file as lawful, accurate and truthful (section IV of the form). Check the accounts, the tax position and the investment reports already filed before signing. If the project stops while still in its investment phase, before any output VAT arises from its main business, the investor must pay back to the state budget any VAT already refunded for the project, and input VAT not yet refunded will no longer be refunded (last paragraph of Article 30(1) of Decree 181/2025/ND-CP). Include that amount in the tax position; see VAT refund for investment projects in Vietnam.
3. File within 15 working days. Under Article 66 of the Decree the file consists of:
- the notice on Form I.1.12, signed by each investor or by the legal representative of the project company;
- the termination decision (voluntary case) or a copy of the document recording the termination (expiry, contract or charter case);
- the original IRC and the investment policy approval, if any. For projects still under an old Investment Licence or Investment Certificate, see below.
The Decree does not require a tax clearance or a liquidation report at this stage. It also does not set out a separate online filing channel for termination, so ask the authority how it wants to receive the file.
4. The authority confirms. Within 3 working days of receiving the documents, the authority informs other relevant agencies (Article 66(2)(a) and (b)). The investor receives Form I.2.16, the authority's notice terminating the project at the investor's request, which records the revocation of the IRC and the investor's duty to complete liquidation. The policy approval and the IRC cease to be valid from the date the termination decision takes effect (Article 66(2)(d)). For a voluntary termination the Decree does not say whether that "decision" is the investor's own decision or the authority's Form I.2.16, which carries its own effective date; check that the two dates line up.
One drafting slip to watch: the instruction in Form I.2.16 still tells the authority to state the reason "under Article 48(1) of the Law on Investment", a reference to the old law. The correct basis today is Article 36(1) of Law 143/2025. If the notice you receive cites Article 48, you can ask for a correction.
If the investor does nothing. Where the term expires or a contract or charter condition is met and the investor does not file, the authority terminates the project itself under point (c), with a decision and revocation (Article 66(4)). An investor that wants to continue must apply for an extension instead; projects using land must file at least 12 months before the term ends (Article 31(5) of the Law; Article 64(3) of the Decree).
Companies still operating under an Investment Licence or an Investment Certificate that doubles as the business registration: the authority terminates the project without revoking the certificate, and the business registration content on it remains valid (Article 66(3)). Form I.2.16 only prints a "revocation" option, while Form I.2.17 also offers "cancelling the investment project content", so such a company should ask for wording that follows Article 66(3). When the project's term ends or it is terminated, such a company completes the project termination without being required to close the company, unless another law says otherwise (Article 109(5)).
When the authority terminates the project#
Here the investor files nothing and instead receives a termination decision on Form I.2.17, together with IRC revocation (Article 36(6) of the Law; Article 66(2)(c) of the Decree). The steps depend on the ground:
| Ground (Article 36(2)) | What must happen before the decision | Procedure |
|---|---|---|
| Points (a) unresolved suspension, (c) site, (e) deposit | The authority prepares minutes on Form I.2.19 (record of the project's status) | Article 66(5) |
| Point (dd) land recovery | A land recovery decision must exist first | Article 66(5) |
| Point (d) investor unreachable | Minutes; a letter to the registered address; after 30 days, a request to the commune People's Committee (domestic individual investors) or to the embassy of the investor's country (foreign investors), plus a 90-day notice on the National Investment Portal; 12 months from suspension | Article 67 |
| Point (g) sham transaction | A court judgment or decision or an arbitral award finding the transaction sham | Article 68 |
| Point (h) judgment or award | A judgment, decision or award in force | Article 69 |
| Points (b) 24-month delay, (i) company dissolved | No extra step set by the Decree | Article 66(2)(c) |
A project with an investment policy approval can only be terminated after the approving body has given its opinion (Article 36(3) of the Law). Where the investor cannot be reached, the project's assets are managed under the Civil Code rules on absent persons; tax and customs authorities recover tax debts; land authorities recover the land where applicable; and labour authorities assist employees who lose their jobs (Article 67(3) and (4)).
For a foreign parent that has wound down its Vietnam team, this matters. The authority writes to the address registered for the project, so keep that address current or risk losing the project without knowing it.
Security deposit refund when you terminate an investment project in Vietnam#
A deposit or bank guarantee is only required for projects that receive land allocation, land lease or a change of land use from the State, with exemptions such as winning a land auction or tender or taking over a project whose deposit was already posted (Article 30(1) of the Law; Article 26(1) of the Decree). If your project is not in this group, skip this section.
For projects that did post a deposit, the relevant rules in Article 27 of the Decree are:
| Situation | Result | Provision |
|---|---|---|
| Terminated by the authority under Article 36(2) | Unrefunded amount paid to the state budget, interest excluded; exception for projects suspended to protect heritage (Article 35(2)(a) of the Law) | Article 27(12) |
| Project cannot continue because of force majeure, administrative procedures of state agencies, or a planning change requiring adjustment | May be considered for refund or release | Article 27(9)(d) |
| Guarantee expires without extension and without the authority confirming its release | The bank must pay the guaranteed amount into the authority's account | Article 27(13) |
The gap: the Decree gives no security deposit refund rule for a voluntary termination before completion. It is not on the refund list in Article 27(9), and it is not caught by the forfeiture rule in Article 27(12), which only refers to Article 36(2). The deposit agreement (Form I.2.9) simply refers back to Article 27. Before deciding, reread the signed agreement and ask the authority in writing about the remaining balance. It is also unclear whether Article 27(12) applies where the authority files on the investor's behalf for an expired project under Article 66(4), since the ground is still Article 36(1).
Investment project liquidation, land, staff and reports#
Liquidation. Investment project liquidation is the investor's own job: it liquidates the project itself under the rules on asset liquidation (Article 36(4) of the Law; Article 66(8)(a) of the Decree). Decree 96 provides no procedure for the authority to approve a liquidation plan, but Forms I.2.16 and I.2.17 both state that the investor must complete liquidation and its other legal obligations. If the investor company is dissolved or becomes bankrupt during liquidation, the dissolution or bankruptcy rules take over (Article 66(8)(c)).
Land and assets on it. For land allocated, leased or converted by the State, land use rights and attached assets are dealt with under land law and related law (Article 36(5) of the Law; Article 66(8)(b)). Neither the Law on Investment nor Decree 96 says whether the land is recovered or can be transferred, or how buildings are handled; that depends on land law and the form of allocation or lease, so talk to the land authority early.
Employees. Employment contracts end under Article 34(7) of the Labour Code when an employer that is not an individual ceases operation. If the company only closes one project and continues to exist, that ground does not apply, and any dismissal needs another basis under the Labour Code; see terminating an employment contract.
Closing evaluation report. For projects with an investment policy approval, the investor must carry out a closing evaluation (Article 68(1)(a) of Decree 19/2026/ND-CP) and send the report to the investment registration authority and the provincial focal agency for investment supervision (Article 94(8)(c)). Decree 19 defines it as an evaluation made "right after investment implementation ends" (Article 3(7)) and says nothing specific about projects stopped early; the cautious reading is to prepare it anyway. Forms and filing: see investment reporting obligations.
BCC executive office. If the project is a business cooperation contract with a foreign investor's executive office, the office's closure is notified within 7 working days of the decision on Form I.1.16, with a list of creditors paid, a list of employees whose entitlements were settled, and confirmations from the tax and social insurance authorities; the office certificate is revoked within 10 working days (Article 80 of the Decree).
Project termination and company dissolution: which comes first?#
Investment project termination does not end the company, and dissolving the company does not by itself terminate the project. They sit under different laws and different offices: the project with the investment registration authority under the Law on Investment, the company with the business registration office under the Law on Enterprises 59/2020/QH14.
When both are closed, Article 66(7) of Decree 96 says the project terminates under Article 66 and the investor completes the company's termination under the law for that type of entity. If the company is dissolved while the project is still open and has not been transferred, the authority terminates the project under Article 36(2)(i), which puts it in the imposed group, with the deposit consequences above.
On the company side, Article 64 of Decree 168/2025/ND-CP only requires branches, representative offices and business locations to be closed before the dissolution file is lodged (clause 4). It does not mention investment projects, so the sequence comes from investment law. The sequence we recommend:
- Adopt the project termination decision and the dissolution resolution together, or in one resolution, so that the 15 working days under Article 66 and the 7 working days for sending the dissolution resolution to the business registration office (Article 64(1) of Decree 168) run in parallel. For the resolution itself, see the company dissolution resolution.
- File Form I.1.12 and the IRC with the investment registration authority and obtain Form I.2.16.
- Liquidate the project as part of the company's asset liquidation, pay debts in the statutory order, and lodge the dissolution file, including the asset liquidation report and the list of creditors paid (Article 210(1) of the Law on Enterprises), within 5 working days after all debts are paid (Article 64(3) of Decree 168, as amended by Article 13 of Decree 296/2026/ND-CP).
This is our reading, consistent with the wording of Article 66(7). The texts do not state a consequence for reversing the order, so confirm the approach with the authority where the project sits. A company may only be dissolved once it can pay all debts and is not in a dispute before a court or arbitral tribunal (Article 207(2) of the Law on Enterprises). Background: the handbook entry on company dissolution in Vietnam.
How to close investment capital account balances and remit capital#
After meeting its financial obligations to the Vietnamese State, a foreign investor may transfer abroad its investment capital, liquidation proceeds, income from its business and other lawful assets (Article 11 of the Law). From 18 August 2026 the foreign exchange side is governed by Circular 38/2026/TT-NHNN, which replaced Circular 06/2019/TT-NHNN (Article 18(1) and (2)). Circular 38 calls it the "investment capital account"; in other State Bank circulars, "direct investment capital account" is replaced by "foreign investment capital account in Vietnam" (Article 18(5)).
- Capital leaving on termination or liquidation must go through the investment capital account unless that account has already been closed (Article 11(1) of Circular 38). Remitting capital abroad on a capital reduction, completion, liquidation or termination of a project is a permitted outflow under Article 8(2)(e) (foreign currency) and Article 9(2)(dd) (VND). If the money stays in Vietnam, it can move to the investor's payment account for another project (Article 11(2)).
- When to close investment capital account. A company established by a foreign investor must close the account on dissolution, bankruptcy or cessation of operation, unless the account is still being used for foreign loans and repayments or other lawful payment obligations (Article 7(5)(a)). Terminating one project while the company carries on is not a closing trigger. After closure, capital returns and other lawful receipts go to the foreign investor's payment account or abroad (Article 7(5)(c)). The closing procedure follows the payment account rules (Article 7(7)); the account bank sets the document list.
- Profit on exit may only be remitted after the company has met its financial obligations, filed audited financial statements and the corporate income tax finalisation, and met all obligations under the tax administration law, including those not yet due (Article 27(6)(b) of Decree 252/2026/ND-CP).
On these rules, the logical order for a foreign-invested company that wants to terminate an investment project in Vietnam and leave is: terminate the project, liquidate, finalise taxes, remit capital and profit through the capital account, then close the account before the dissolution is completed. For the terms used here, see what an FDI company is and the IRC.
Our company dissolution service covers project termination for foreign-invested companies: choosing between termination and transfer, preparing Form I.1.12 with figures that match the books, dealing with the authority on the IRC and the deposit, and moving on to the dissolution file.
