Procedures for termination of investment projects in Vietnam

1. Legal Basis?

- Law on Investment No. 61/2020/QH14 dated June 17, 2020;

- Law No. 03/2022/QH15 dated January 11, 2022, on amendments to certain articles of the Law on Public Investment, the Law on Public-Private Partnership Investment, the Law on Investment, the Law on Housing, the Law on Procurement, the Law on Electricity, the Law on Enterprises, the Law on Special Excise Duties and the Law on Civil Judgment Enforcement;

- Law No. 57/2024/QH15 dated November 29, 2024, amendments to Law on Planning, Law on Investment, Law on Public-Private Partnership Investment, and Law on Bidding;

- Law No. 90/2025/QH15 dated June 25, 2025, Amending and Supplementing a Number of Articles of the Bidding Law, the Law on Investment in the Form of Public-Private Partnership, the Customs Law, the Law on Value-Added Tax, the Law on Import Duty and Export Duty, the Law on Investment, the Law on Public Investment, and the Law on Management and Use of Public Property;

- Decree No. 31/2021/ND-CP dated March 26, 2021, detailing and guiding the implementation of a number of articles of the Law on Investment;

- Decree No. 239/2025/ND-CP dated September, 03, 2025, Amending and supplementing a number of articles of the Government’s Decree No. 31/2021/ND-CP dated March 26, 2021 detailing and guiding the implementation of a number of articles of the Law on Investment.

2. What is investment project?

According to Clause 4, Article 3 of the Law on Investment 2020, Investment project means a collection of proposals for the expenditure of mid-term or long-term capital to carry out investment activities in a particular administrative division over a certain period of time.

3. Cases of Termination of Investment Projects?

Pursuant to Clauses 1 and 2 Article 48 of the Law on Investment 2020 and Clause 1 Article 57 of Decree No. 31/2021/ND-CP, an investment project shall be terminated in the following cases:

First, an investor shall terminate their investment activities and/or investment project in the following cases:

- The investor decides to terminate the project;

- The project has to be terminated according to the conditions set out in the contract or charter of the enterprise;

- The project duration is over.

Second, the investment registration authority shall terminate an investment project in part or in full in the following cases:

- The investment project falls under one of the cases of suspension specified in Clauses 2 and 3 Article 47 of the Law on Investment 2020, and the investor is unable to remedy the conditions leading to such suspension;

- After 24 months from the end of the implementation schedule of the operational objectives of the investment project, or of each phase (if any), as specified in the investment policy approval, the Investment Registration Certificate, or the amended investment policy approval or amended Investment Registration Certificate, the investor fails to achieve such objectives and is not eligible for schedule adjustment in accordance with the law, except for cases where the investor fails to make a deposit or provide a guarantee for the deposit obligation as required for investment projects subject to performance security;

- The investor is no longer permitted to keep using the investment location and fails to complete the procedures for change of investment location within 06 months from the date on which the investor is no longer permitted to use the investment location, except for the case land reserved for the investment project is expropriated by the State for the reason that the land is not used or the land use is delayed in accordance with regulations of law on land;

- The investment registration authority cannot contact the investor or the investor’s legal representative after 12 months from the date of suspension of the project;

- Land reserved for the investment project is expropriated by the State for the reason that the land is not used or the land use is delayed in accordance with regulations of law on land;

- The investor fails to pay the deposit or obtain a bank guarantee as prescribed by law if project execution security is required;

- The investor conducts investment activities based on a sham civil transaction in accordance with civil law;

- Pursuant to a judgment or decision of a court or an arbitral award.

4. Procedures for termination of investment projects?

The termination of an investment project shall be carried out in accordance with the procedures prescribed in Clause 2 Article 57 of Decree No. 31/2021/ND-CP, as follows:

- In case the investor decides to terminate the project:

The Investor shall send the termination decision to the Investment Registration Authority within 15 days from the date of making the decision together with the Investment Registration Certificate (if any).

- In case the project has to be terminated according to the conditions set out in the contract or charter of the enterprise; or the project duration is over:

The investor shall notify and return the Investment Registration Certificate (if any) to the Investment Registration Authority within 15 days from the date of termination together with a copy of the document recording the termination. The Investment Registration Authority shall notify the project termination to relevant authorities.

- In all remaining cases, the investment project shall be terminated or partially terminated by the Investment Registration Authority:

The Investment Registration Authority shall decide to terminate the project and revoke the Investment Registration Certificate in the case of the project issued with the Investment Registration Certificate. The Investment Registration Certificate shall be invalidated from the effective date of the decision on project termination.

*Notes:

If the investor or Investment Registration Authority decide to terminate part of the investment project, the investor is entitled to continue to execute part of the project that is not terminated and concurrently follow the procedures for project adjustment in accordance with the corresponding regulations.

If the investment project is terminated together with the shutdown of the business organization, the project shall be terminated as prescribed in Article 57 of Decree No. 31/2021/ND-CP and the investor shall follow procedures for shutdown of the business organization in accordance with regulations of law corresponding to each type of the business organization.

5. Competent Investment Registration Authorities?

Pursuant to Article 39 of the Law on Investment 2020, the competent investment registration authorities include:

- Departments of Finance shall handle the investment projects located outside industrial parks, export-processing zones, hi-tech zones and economic zones, except for special cases specifically provided below.

- Management boards of industrial parks, export-processing zones, hi-tech zones and economic zone shall handle investment projects within industrial zones, export processing zones, high-tech zones, and economic zones, except for special cases specifically provided below.

- The investment registration authority of the administrative division where the investor executes the investment project, places or intends to place the head office or operating office to execute the investment project shall issue, adjust and revoke investment registration certificates with respect to the following investment projects:

+ Investment projects that are executed in at least 02 provinces;

+ Investment projects that are executed both inside and outside industrial parks, export processing zones, hi-tech zones and economic zones;

+ Investment projects which are executed inside industrial parks, export processing zones, hi-tech zones or economic zones where the industrial park, export processing zone, hi-tech zone or economic zone management boards have not yet been established or which are not under the management of the industrial park, export processing zone, hi-tech zone or economic zone management boards.

Through the consolidation and presentation of current legal regulations, it can be seen that the termination of an investment project is placed within a closely regulated framework of investment law, with a clear distinction between cases terminated at the decision of the investor and those terminated by the investment registration authority. Properly identifying the grounds for termination, applying the correct procedures, and carrying out the process with the competent authority are important factors in ensuring legality and consistency in the termination of an investment project. Accordingly, this article provides an overall view of the cases and procedures for terminating investment projects under the current legal regulations, serving as a reference for practical application.

The information contained in this article is general and intended only to provide information on legal regulations. DB Legal will not be responsible for any use or application of this information for any business purpose. For in-depth advice on specific cases, please contact us.

For more information: 

📞: +84 357 466 579

📧: contact@dblegal.vn

🌐Facebook:  DB Legal Vietnamese Fanpage or DB Legal English Fanpage 

🐦X(Twitter)

💼Linkedin

🎬Youtube