The project location Vietnam investors choose is not a back-office detail to be settled after licensing. It is a jurisdictional fact. The site determines which authority issues the investment registration certificate (IRC), whether investment policy approval is needed, whether a performance deposit is payable, which incentive regime applies and, under Decree 96/2026/ND-CP, whether the 10-working-day IRC timeline is available at all.
A heads of terms signed with a landlord whose title is incomplete can stall the licence while the investor’s 90-day capital clock keeps running. This note maps the statutory consequences of the project location Vietnam, the tenure options for a foreign-invested enterprise (FIE), a risk-rated comparison of three lease instruments, and the drafting protections counsel should require before any deposit leaves the parent’s account.
Regulatory update as of 10 October 2026: since 1 March 2026 Article 19.2 of the Law on Investment lets a foreign investor incorporate before IRC procedures, so the Vietnamese entity can sign the lease itself. Circular 38/2026/TT-NHNN (effective 18 August 2026) replaced Circular 06/2019/TT-NHNN on the capital account that funds rent deposits, and Decree 342/2026/ND-CP, issued 3 September 2026, now governs retail outlet sites.
How the Project Location Vietnam Drives the Licensing Pathway
Three statutory consequences attach to the site before any question of rent arises. Counsel should map them at shortlist stage, not after the commercial team has negotiated a preferred unit.
IRC authority and the project location Vietnam
Article 27 of the Law on Investment No. 143/2025/QH15 allocates IRC jurisdiction by location. Management boards of industrial, export processing, hi-tech and economic zones handle projects inside those zones; the provincial Department of Finance handles projects outside them; Article 27.3 addresses multi-province projects. Since 1 July 2025 the former Departments of Planning and Investment sit within the Departments of Finance, under a two-tier local government.
For every project location Vietnam counsel evaluate, the licensing counterparty and its document expectations differ. Zone boards typically work closely with the infrastructure developer, which can ease site verification. [State Authority Practice / Verification Required]
Policy approval and the special procedure
Article 24 lists projects needing investment policy approval, several triggered by land: large-scale conversion of land use purpose, resettlement, golf courses, seaports and airports. Approval sits with the National Assembly, the Prime Minister, the provincial People’s Committee Chairman or, for projects consistent with approved planning, the zone management board (Article 25.4). Where land is allocated competitively, Article 23 (auction, bidding or investor approval) also applies.
By contrast, a project in an industrial zone, export processing zone, hi-tech zone, digital technology zone, free trade zone or functional zone of an economic zone may elect the special investment procedure under Article 28. It dispenses with policy approval, technology appraisal, environmental impact assessment, detailed planning and the construction permit, in exchange for written undertakings and prior notice to the construction authority (Article 28.3). It is unavailable where policy approval is required.
Article 39.3 fast-track conditions and the project location Vietnam
Under Article 39.3 of Decree 96/2026/ND-CP, a project not subject to policy approval receives its IRC within 10 working days of a valid dossier where: the sector is not prohibited; the site is verifiable through land use documents; the project is consistent with planning; provincial density and labour thresholds (if any) are met; the foreign investor satisfies market access; and technology conditions (if any) are met. Three of the six conditions turn on the project location Vietnam authorities are asked to verify. The application date of these conditions (15 May 2026) sits uneasily with the decree’s general effective date. [Verification Required]
Article 6 limits the authority to a single written request for supplementation, but time spent supplementing is excluded from processing time. A weak land file does not breach the timeline; it simply stops it.
Land Tenure at a Project Location Vietnam: Land Use Rights Foreign Investor Vehicles Can Hold
Land is owned by the people and administered by the State; private parties hold land use rights. The land use rights foreign investor vehicles may hold are governed by the land legislation in force, which this note does not reproduce article by article. [State Authority Practice / Verification Required – confirm pinpoints under the current Land Law]
In market practice an FIE obtains land for a project in one of two ways. A direct State lease, with annual or one-off rent, is the land-based route that may trigger policy approval, investor selection and the Article 30 deposit. An industrial land lease (sub-lease) from an infrastructure developer inside a zone derives from the developer’s own State lease, so the developer’s term, payment status and planning approvals become the FIE’s risk. Whether a sub-lessee paying one-off rent may mortgage or transfer its rights should be confirmed against current land law and the developer’s lease before the financing structure is fixed. [Verification Required]
Deposit exposure at the project location Vietnam. Article 30 requires a deposit or bank guarantee for projects receiving land allocation, land lease or change of land use purpose, subject to exceptions including auction and bidding winners. Decree 96/2026 Articles 26–27 set 3% of the first VND 300 billion of investment capital, 2% of the portion from VND 300 billion to VND 1,000 billion and 1% above, excluding land use fees and rent, reduced by 25% or 50% in priority cases. It is paid after the IRC and before the compensation plan or land decision; failure may lead to termination (Article 36.2(e)). A sub-lease of developer land or a ready-built factory ordinarily involves no State allocation, so Article 30 generally does not bite, but document the analysis. [Verification Required]
Defence-sensitive land. Article 21.3(c) requires prior registration of a capital contribution or share purchase by a foreign investor where the target holds land use rights on islands, in border or coastal communes and wards, or in other defence-sensitive areas. Such a project location Vietnam constrains every future equity transaction, including a co-investor’s entry or a fund exit.
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Office Lease Vietnam, Factory Lease Vietnam or Industrial Land Lease
Once the licensing route is settled, a project location Vietnam usually rests on one of three instruments. The table rates the principal legal risk of each.
| Project location Vietnam factor | Office lease Vietnam | Factory lease Vietnam (ready-built) | Industrial land lease |
|---|---|---|---|
| Typical project | Services, software, trading, regional HQ | Light manufacturing, logistics | Heavy or process-specific manufacturing |
| IRC authority | Department of Finance | Zone board (if in zone) | Zone board |
| Article 28 eligible | No (outside zones) | Potentially | Potentially |
| Key title risk | Building use purpose; sub-letting authority | Landlord’s construction and fire safety acceptance | Developer’s land term and rent status |
| Title risk rating | Low–Medium | Medium–High | High |
| Time to operation | Shortest | Moderate | Longest |
Office lease. For any office lease Vietnam landlords offer, confirm the building is approved for office use and the lessor is the owner or holds written authority to sub-let. Residential apartments are generally unsuitable as a business address, and acceptance of serviced or virtual offices varies by locality. [State Authority Practice / Verification Required]
Factory lease. A factory lease Vietnam developers offer ready-built can compress the timeline by months, but only if the landlord’s file is complete. The recurring failure point is fire prevention acceptance: an IRC does not allow a production line to run in a building that has not been accepted.
Industrial land lease. At an industrial project location Vietnam, the sub-lease term cannot exceed the developer’s own term. Obtain the developer’s land lease decision, evidence of rent payment and the zone’s approved planning, and align the term with the IRC project duration and depreciation plan.
Registered Office Address versus Project Location Vietnam
The registered office address appears on the enterprise registration certificate (ERC); the project location Vietnam appears on the IRC. They may coincide or diverge, and the choice is structural rather than formal. Manufacturers commonly register the head office at the plant, consolidating tax administration and labour registration; groups wanting management near customers may register in a city centre and treat the plant as the project site, which may require a branch or business location. [Verification Required – local tax practice]
Addresses must now be stated by ward or commune and province, without a district, so leases bearing pre-reorganisation addresses should be updated by addendum before filing. The business registration office sits within the provincial Department of Finance under Article 20 of Decree 168/2025/ND-CP, as amended by Decree 296/2026/ND-CP from 23 July 2026, which lets a foreign investor register the company before the IRC with a market access commitment (Article 7).
Lease Due Diligence for a Project Location Vietnam: Risk Matrix
| Issue | Legal position | Risk | Mitigation |
|---|---|---|---|
| Lessor lacks title or sub-letting authority | Site not verifiable (Decree 96/2026, Art. 39.3) | High | Title chain review; owner consent; CP to IRC |
| Site inconsistent with planning | Fast-track condition fails | Fatal | Planning check before heads of terms |
| Land conversion required | Possible Art. 24 approval; Art. 23 selection | High | Prefer zone land with approved planning |
| Developer term shorter than project | Sub-lease cannot exceed head lease | Medium | Align IRC duration; renewal undertaking |
| No fire safety acceptance | Operation not permitted until accepted [Verify] | High | Landlord warranty; rent-free until acceptance |
| Defence-sensitive location | Art. 21.3(c) prior registration | Medium | Screen against exit plan |
Drafting Protections for a Project Location Vietnam Before the IRC
The authority wants to see a lease commitment; the investor does not want rent liability without a licence. A conditional lease secures the project location Vietnam filings depend on without committing the investor early.
- Conditions precedent: effectiveness subject to IRC and ERC issuance, with a long-stop date and a no-penalty termination right.
- Deposit: fully refundable on refusal or long-stop; consider escrow for large reservation fees.
- Party and novation: the parent signs and novates to the Vietnamese company once incorporated.
- Warranties on the project location Vietnam: title, planning consistency, construction and fire safety status, no encumbrances, backed by indemnity and originals for inspection.
- Rent commencement: rent-free fit-out from actual handover and, for factories, from fire safety acceptance.
Article 19.2 permits incorporation before the IRC if Article 8 market access conditions are met, but Article 29.2 still prohibits implementation before the IRC, so conditionality remains necessary.
Hypothetical scenario: A European packaging manufacturer shortlists two sites for a VND 600 billion project. Site A is greenfield agricultural land offered by a commune, requiring conversion and, if leased by the State, a deposit of 3% × VND 300bn + 2% × VND 300bn = VND 15 billion before reductions. Site B is a ready-built factory in an industrial zone with expansion land, eligible for Article 28, but fire safety acceptance is pending. On these facts the stronger project location Vietnam is Site B, with a CP tied to acceptance and rent commencing only on acceptance.
After the Site Is Secured: Sub-licences, People and Capital
- Trading and retail: Decree 342/2026/ND-CP, issued 3 September 2026, now regulates goods trading by foreign investors; Decree 09/2018/ND-CP was the earlier framework. Effective date, repeal and transition of existing licences are not confirmed. [Verification Required] Under the portions read, a first outlet needs a site compliant with land, planning, fire, traffic and environment rules (Article 21), and the outlet licence term follows the IRC or site lease, whichever is shorter (Article 24). A short lease therefore shortens the licence.
- Expatriate staff: work permits or exemption confirmations under Decree 219/2025/ND-CP (effective 7 August 2025), with the project location Vietnam consistent across filings.
- Capital: DICA, now termed the foreign investment capital account under Circular 38/2026/TT-NHNN. Before the IRC, an established company may use it only to receive charter capital, pay lawful pre-investment costs and refund capital (Articles 5.1, 7.3). Whether a lease deposit qualifies as a pre-investment cost should be confirmed with the bank. [Verification Required]
IVLF’s real estate and projects and infrastructure teams work alongside our incorporation practice on these files. For a shortlisted site we typically deliver a Site Title & Licensing Pathway Memo, with a landlord document request list, a planning check and a marked-up conditional lease.
Planning Your Market Entry into Vietnam?
Foreign ownership restrictions and capital account regulations vary significantly by industry sector. Send your proposed business scope and target timeline to our Corporate Practice Team via WhatsApp or Email for a complimentary 24-hour Feasibility & Regulatory Check.
Frequently Asked Questions
Must the project location Vietnam rules require be fixed before the IRC application?
In practice, yes. Decree 96/2026 Article 39.3 conditions the 10-working-day IRC on a site verifiable through land use documents and consistent with planning, so a lease commitment and the lessor’s title documents are normally needed.
Can a foreign-invested company hold land use rights directly?
An FIE may lease land from the State or sub-lease from an industrial park developer. Mortgage and transfer rights depend on the rent payment method and current land law, which should be verified.
Is a factory lease subject to the Article 30 investment deposit?
Generally not, because the State is not allocating or leasing land to the tenant. Article 30 applies to allocation, lease or conversion. Document the analysis for each structure.
Must the registered office address match the project site?
No. The registered office address appears on the ERC and the project site on the IRC. Splitting them is lawful but affects tax administration, labour registration and possibly branch requirements.
Can we sign a lease before the company exists?
Yes, with protections. The parent may sign with a novation right, or the investor may incorporate first under Article 19.2. Either way, make the lease conditional on IRC issuance with a refundable deposit.
Conclusion: Sequence the Site Around the Licence
Decide the licensing route first, whether fast-track IRC, Article 28 or policy approval, then shortlist sites that fit it, and only then negotiate rent. Require the landlord’s title, planning and fire safety documents before any deposit, and make every pre-licence commitment conditional. A project location Vietnam regulators can verify quickly is the cheapest protection for your business case timeline.
This article provides general information as of 10 October 2026 and does not constitute legal advice on any specific matter. Obtain advice on your particular facts before acting.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
