Procedures for terminating an investment project during enterprise dissolution

To complete the enterprise dissolution process, the company is required by law to carry out procedures for terminating all investment projects it is currently implementing. There are various methods to terminate an investment project during dissolution; however, within the scope of this article, we will address matters relating to the option of terminating an investment project through the investor’s voluntary termination.

1. Order and procedures for termination of the operation of investment projects

When deciding to terminate an investment project by itself, the investor shall terminate the operation of the investment project according to the following procedures:

Step 1: Within 15 days from the date of the decision to terminate the operation of the investment project according to Point a Clause 1 Article 48 of the Law on Investment, the investor shall submit a dossier of notice of termination of the operation of the investment project to the investment registration authority.[1]

Step 2: In practice, after about two weeks from the date of receipt of a valid dossier, the Investment Registration Authority will issue a Notice of termination of the investment project and send it to the investor and notify the relevant authorities and agencies.

Note:  For investment projects subject to investment policy approval, the investment registration agency shall terminate the operation of the investment project after obtaining the opinion of the investment policy approval authority.[2]

Step 3: After the investment project is terminated, the liquidation of the investment project shall be carried out as follows:[3]

1. Investors self-liquidate investment projects in accordance with the law on asset liquidation.
2. For investment projects that are allocated land, leased land or permitted by the State to change the land use purpose, the handling of land use rights and land-attached assets shall comply with the provisions of the land law and relevant laws.
3. In the process of liquidation of an investment project, if the investor being an economic organization is dissolved or falls into bankruptcy, the liquidation of the investment project shall comply with the provisions of law on dissolution and bankruptcy of economic organizations.

2. Dossier of notification of termination of operation of an investment project

The dossier of notice of termination of project operation decided by the investor itself shall include at least the following documents:

(i) The written notice of termination of operation of the investment project according to Form A.I.15 issued together with Circular No. 03/2021/TT-BKHDT is amended and supplemented by Circular 25/2023/TT-BKHDT.

(ii) Depending on the investment registration documents of the project that have been issued, the following documents will be required:

• The original of the Investment Registration Certificate/ Decision on approval (amendment) of investment guidelines (if any), Decision on approval (amendment) of investors (if any), Decision on approval (amendment) of investment guidelines at the same time as approval of investors (if any); or
• A copy of the Investment Certificate/Investment License/Business License (in case the enterprise is still operating according to the enterprise information in the Investment Certificate/Investment License/Business License).

(iii) Decision on termination of operation of the investment project.

• Depending on the case, the decision to terminate the operation of the investment project may be a decision and a valid copy of the minutes of the meeting of the Members’ Council/General Meeting of Shareholders/general partner/ owner of the economic organization implementing the investment project or other lawful documents as prescribed by law.

(iv) Depending on the requirements in different localities, investors may need to declare information about the investment project online on the National Investment Information System to receive the dossier code[4] Before submitting the dossier of notice of termination of the investment project to the competent investment registration agency.

(v) In addition, enterprises may be required to complete the regime of periodic reporting on the implementation of investment projects[5] and reports on investment supervision and assessment  [6] up to the time of termination of the project implementation.

3. Notes in the process of termination of the investment project operation

Based on HM&P’s practical experience, the time it takes for the Investment Registrar to consider and approve the application for a notice of termination of an investment project will likely depend on various factors, including the nature of each project and compliance with legal regulations during the operation of the project.

According to the provisions of the Land Law, for investment projects that are allocated or leased land by the State, or permitted to change the land use purpose, the State will recover the land when the investment project terminates its operation in accordance with the Law on Investment.[7] The handling of land use rights and land-attached assets in this case shall comply with the provisions of Decree 102/2024/ND-CP:

• The investor may continue to use the land for a period of 24 months from the date the project is terminated.[8] During this time, the investor may transfer the land use rights and sell land-attached assets to other organizations and individuals in accordance with the law.[9]
• After the sale of assets or transfer of land use rights has been carried out, buyers of land-attached assets or recipients of land use rights may continue to exercise the rights and obligations of land users to implement investment projects or propose the implementation of new investment projects in accordance with the law.[10]
• In case after 24 months, the investor does not transfer the land use right or sell the property, the State will recover the land without compensation for the land and land-attached assets. In case of force majeure as prescribed in Article 31 of Decree 102/2024/ND-CP, the above-mentioned time limit may be extended by the time of the occurrence of force majeure.[11]
• Expenses for land recovery and disposal of land-attached assets shall be covered by the state budget. However, organizations/individuals selected to continue using land must pay this expense into the state budget before being allocated or leased land by the State.[12]