Real Estate Law · 12.10.2026

Industrial Parks in Vietnam: How the Lease Works, What the Term Really Is, and What to Check Before You Sign

A foreign manufacturer does not buy land in a Vietnamese industrial park. You sublease serviced industrial land from the park's infrastructure developer...

Lawyer UnilawReading time: 8 min

By Lawyer Luu Thi Hue – UniLaw LLC

The short answer

A foreign manufacturer does not buy land in a Vietnamese industrial park. You sublease serviced industrial land from the park's infrastructure developer, or lease a ready-built factory from a developer or a private landlord inside the park. Your land use term runs for the operating duration of your investment project, and the total land use term cannot exceed 70 years. The investment registration certificate for a project inside an industrial park is issued by that park's Management Board, not by the provincial Department of Planning and Investment. The single decision that matters most is whether you sublease on annual rent or on a lump-sum payment for the whole term, because that choice fixes whether you can mortgage and transfer the lease. And before you pay anything, verify that your landlord actually holds the land use right certificate and the environmental permit for the plot. The case below is what happens when it does not.

Who may lease to you

Article 202, Clause 2 of Land Law No. 31/2024/QH15:

The State leases land for the implementation of investment projects on construction and business of industrial park and industrial cluster infrastructure.

So the chain is: the State leases to the infrastructure developer, and the developer subleases to you. Clause 3 sets what the developer may pass on:

An investor that has been leased land by the State to invest in the construction and business of industrial park or industrial cluster infrastructure under the annual land rental payment form may convert to the lump-sum payment form for the whole lease term for all or part of the business land area. For the area leased under annual payment, the investor has the right to sublease land under the annual payment form; for the area leased under lump-sum payment for the whole term, the investor has the right to sublease land under the lump-sum payment form for the whole term or under the annual payment form.

A developer cannot grant you more than it holds. If the developer pays annual rent on your plot, it can only sublease to you on annual rent, whatever the term sheet says.

Annual rent versus lump sum, and why it decides your financing

Clause 5 of the same Article routes the two forms to two different rights packages: a lump-sum sublessee takes the rights and obligations in Article 33 of the Land Law, an annual-rent sublessee those in Article 34.

In practice the lump-sum sublease gives you an asset: the land use right can be mortgaged to a bank, transferred, and contributed as capital. The annual-rent sublease gives you occupancy and the right to mortgage and sell the assets you build on the land, but not the land use right itself. If your project finance depends on a Vietnamese bank taking land security, you need the lump-sum form, and you need it written into the sublease before you commit.

Clause 3 also records one practical saving: the developer pays no land rent on the shared infrastructure area built to the approved construction plan. That cost should not be reappearing in your plot's rent as a separate line.

The term

Article 202, Clause 4:

The land use term of an investment project in an industrial park or industrial cluster follows the operating duration of the investment project. Where the operating duration of the investment project is longer than the remaining land use term of the industrial park or industrial cluster, the investor must apply to the competent state authority for an adjustment of the land use term, provided the total land use term does not exceed 70 years.

Pair that with Article 44 of Law on Investment No. 61/2020/QH14: a project inside an economic zone runs for up to 70 years, a project outside an economic zone for up to 50 years, extendable to 70 for projects in difficult areas, large capital projects with slow recovery, and high-tech infrastructure projects. Extension is refused where the project uses outdated technology, carries pollution risk, or is resource-intensive.

The number that governs your factory is the park's remaining term, not the headline 50 or 70 years. A park licensed in 2004 with a 50-year term has 28 years left. Ask for the park's own land lease decision and read the end date.

Licensing: the Management Board is your authority

Article 37, Clause 1 of Law on Investment No. 61/2020/QH14 makes an investment registration certificate compulsory for a foreign investor's project. Article 39, Clause 1 assigns it:

The Management Board of the industrial park, export processing zone, high-tech park or economic zone shall grant, adjust and revoke investment registration certificates for investment projects in the industrial park, export processing zone, high-tech park or economic zone.

Article 40 lists what the certificate fixes: project location and land area, objectives and scale, investment capital, operating duration, implementation schedule including the capital contribution schedule, and the incentives relied on. Each of those is a commitment the Management Board can later measure you against, so the land area and schedule you put in the application should match the sublease you actually signed.

The case: a lease signed before the landlord had its papers

A Chinese company registered in February 2023 decided to manufacture in Binh Duong Province. On 1 June 2023 it signed factory lease contract No. 01/2023-ZTDC with a Vietnamese limited liability company for 10,836 square metres of land with a factory, offices and other structures on a lot in an industrial park in Binh Duong. The term was ten years, from 1 June 2023 to 31 May 2033. Rent was 2.8 US dollars per square metre per month for the factory and 4 US dollars for the office space, exclusive of 10 per cent VAT.

The tenant paid a three-month deposit of 109,023 US dollars and one month's rent in advance of 36,341 US dollars.

The landlord did not hold the land use right certificate. It warranted that it had full authority to lease and, in a supplementary agreement signed the same day, committed to obtaining the land use right certificate and the environmental permit within two months, and to compensate the tenant for all losses, including rent, utilities, deposit, fixtures, permits, legal fees and labour, if the absence of those documents prevented the tenant from obtaining its enterprise registration and investment certificates.

It never obtained them. Without the landlord's land use right certificate, environmental permit and fire safety approval, the tenant could not apply for its investment registration certificate, could not register the enterprise, and never took the factory into production. The parties terminated the lease and the landlord returned the 109,023 US dollar deposit at the end of June 2023. It refused to return the 36,341 US dollars of advance rent, and denied at the hearing that it had ever received the money.

The tenant's only proof was a receipt the landlord itself had issued, stamped with the company seal and signed by its legal representative, recording one month's factory rent of 36,341 US dollars received on 1 June 2023. The translation had not been notarised. The landlord argued the receipt was inadmissible for want of consular legalisation.

The Binh Duong Province People's Court rejected that in First-Instance Judgment No. 08/2024/KDTM-ST dated 1 August 2024 case.unilaw.vn and ordered repayment of 916,265,633 Vietnamese dong, the dong equivalent at the 31 May 2023 rate. The High People's Court in Ho Chi Minh City dismissed the appeal in Appellate Judgment No. 99/2024/KDTM-PT dated 19 December 2024 case.unilaw.vn : the receipt's content matched the lease terms and the transfers both sides admitted, and the landlord produced no evidence to the contrary. A receipt bearing the company's seal is evidence against the company, legalised translation or not.

The tenant recovered its money. It did not recover the eighteen months, and the judgment says nothing about the lost production.

Five checks before you sign an industrial lease

Read the landlord's certificate, not its warranty. The land use right certificate for your exact plot, in the landlord's name, before any payment. A promise to obtain it within two months is what failed above.

Confirm the environmental permit and fire safety approval exist. Your own investment registration certificate depends on them.

Match the payment form to your financing. Lump sum if a bank must take land security; confirm the developer itself holds the lump-sum form for your plot.

Check the park's remaining term. Your project cannot outlive the park's land use term without a formal adjustment, capped at 70 years in total.

Keep a sealed receipt for every payment. In Vietnamese litigation the landlord's own stamped receipt is worth more than a bank reference alone.

How UniLaw helps

We run title and permit due diligence on industrial plots and ready-built factories, negotiate sublease and factory lease terms including payment form and compensation clauses, obtain investment registration certificates from park Management Boards, and act in lease disputes and deposit recovery claims.

Sources

First-Instance Judgment No. 08/2024/KDTM-ST dated 1 August 2024 (Binh Duong Province People's Court) / Appellate Judgment No. 99/2024/KDTM-PT dated 19 December 2024 (High People's Court in Ho Chi Minh City) – factory lease dispute, 10,836 sq m in a Binh Duong industrial park, landlord without land use right certificate or environmental permit, advance rent of USD 36,341 recovered, sealed receipt admitted despite unnotarised translation.
Land Law No. 31/2024/QH15 – Article 202 (Clauses 1, 2, 3, 4, 5), Article 33, Article 34.
Law on Investment No. 61/2020/QH14 – Article 37 (Clause 1), Article 39 (Clause 1), Article 40, Article 44.

Vietnam real estate lawyers — our practice covering leases, title due diligence and property disputes.
Buying property in Vietnam as a foreigner — the ownership limits that apply to housing rather than industrial land.
How courts weigh land use right certificate evidence — the document your landlord must already hold before you sign.