The need to sublease “part” of a plot is very common: a tenant holding a large park plot does not use it all and wants to sublet the spare part — or a supplier wants a small workshop right next to its customer’s plant. But partial subleasing is the most controlled transaction inside an industrial park, touching the head sublease, the park’s detailed planning and the Article 202 framework of Land Law No. 31/2024/QH15 at once. This article clarifies the conditions, the legal boundaries and the approval procedure.
1. Two sublease forms — the key legal distinction
Form A — taking a fresh sublease from the infrastructure developer over part of a plot: in substance, splitting off part of a plot to sign a separate sublease with the developer; feasible only where the split part satisfies the 1/500 detailed planning (independent plot, access, separate utility connections) and the developer agrees to adjust the sitting tenant’s head contract.
Form B — leasing assets on the spare area from the sitting tenant: the tenant leases a factory building or site together with use of the corresponding land part within its own term. The civil-contract basis: a lessee may sub-lease leased assets only where the head contract permits or the lessor consents (the principle in Article 475 of the 2015 Civil Code on subleasing leased property). For land leased directly from the State on annual payment, Article 34 of the 2024 Land Law permits “leasing assets attached to land and the leasehold interest under the land lease contract” — but subleasing the land use rights on annual payment is reserved to infrastructure developers for land with completed infrastructure in industrial parks, clusters and high-tech parks. A secondary tenant does not hold that right.
2. Conditions for the transaction to be approved
Four practical conditions must hold simultaneously: (i) the head sublease does not prohibit subleasing, or the infrastructure developer gives separate written consent; (ii) the subleased part’s use purpose falls within the park’s admitted sector list — the developer may refuse sectors inconsistent with the park’s sector planning; (iii) the subleased part meets independent technical requirements: access, power and water connections, drainage, and fire safety for the split area (fire-protection appraisal based on actual use zones); and (iv) the sublease term does not exceed the remaining term of the head contract and the subtenant’s project term. If the subleased part will host new construction rather than use an existing building, the transaction returns in substance to a land lease for construction — it must go through the developer under Form A and cannot be “routed around” by an asset lease over empty land.
3. Approval procedure in the real sequence
Step 1: the sitting tenant submits a written proposal to the infrastructure developer with information on the intended subtenant (legal entity, sector, scale, infrastructure demand). Step 2: the developer reviews sector, planning and the sitting tenant’s obligation status; many parks require the subtenant to sign an infrastructure service contract directly or a tripartite annex so the developer manages fees directly. Step 3: the parties sign the sublease/tripartite annex, clearly defining the area (extract survey diagram), rent, the infrastructure fee share borne by the subtenant, and linked termination treatment (what happens to the sublease if the head contract ends). Step 4: if the subtenant builds assets on the subleased part, register the assets attached to land as regulated; in parallel adjust environmental and fire-protection permits to the actual operating entity.
4. Risks to price in
The biggest risk is dependency: the subtenant’s rights “hang” on the head contract — if the sitting tenant breaches its obligations to the developer (prolonged fee arrears, contract termination), the subtenant suffers consequences without fault. Mitigations: require a direct-notice mechanism from the developer when the head contract is at risk of termination, a step-in right to contract directly with the developer, and a deposit proportionate to the exposure. The second risk is operational compatibility: the subleased part shares infrastructure (gates, roads, treatment plant) — the contract must allocate shared-use rights and cost sharing clearly to avoid day-to-day operating disputes.
Frequently asked questions
Can a secondary tenant sublease a further part onward?
In principle no, unless the infrastructure developer clearly consents and the sublease permits it. Multi-layer sublease chains defeat sector and obligation control inside the park; standard subleases all prohibit onward subleasing without written consent.
Does subleasing part of a plot require adjusting the Investment Registration Certificate?
If the subleased area is the subtenant’s project location (or an additional location), yes: the project implementation location is part of the investment file and must be recorded/adjusted under investment registration rules before or together with signing the sublease.
Can we appeal if the developer refuses consent to sublease?
Consent to sublease is the developer’s right under the head contract and its in-park sector management function; this is a civil-commercial relationship, not an administrative decision open to complaint. The sitting tenant can only rely on the head contract if that contract pre-committed sublease rights under defined conditions.
Can the subleased part be mortgaged for a loan?
The subtenant holds no land use rights in its own name, so it cannot mortgage land use rights; assets it builds on the subleased part (if owned by it and eligible for registration) together with contractual property rights under the sublease may serve as security under secured-transactions law and subject to the bank’s acceptance.
