A grade-A office in the city centre is the default choice for many new FDI entrants to Vietnam — but the lease at these buildings is a dense commercial document on the landlord’s standard terms, with less bargaining room than the “premium service” image suggests. This article flags the legal points to read carefully before signing: leasing right, area measurement, the fee structure and reinstatement obligations.
1. Who the lessor is, and how far its leasing right runs
Check three layers of documents: the building owner’s ownership/land-use rights (the building’s certificate); the standing of the entity signing with you — the owner directly, a management company authorised to lease, or a head-tenant subleasing (the last case needs the owner’s sublease consent); and the building’s remaining land-lease term versus your intended term plus extension. Office buildings are leased real estate under the Law on Real Estate Business No. 29/2023/QH15 — the leasing must fall within the lessor’s business lines and the lease must be in writing with the statutory content. Your company’s head office at this address must satisfy Article 42 of the Law on Enterprises No. 59/2020/QH14: a defined address lawfully used by the enterprise through the lease.
2. Billed area: gross, net and the loss factor
The biggest money point in a grade-A lease is not the unit price but the billed area: whether the building bills on net usable area or on gross area including common parts, and at what loss factor percentage. The contract must state: the measurement standard applied, the exact area as measured and confirmed at handover, and the treatment if measured area falls short of the committed area (proportionate rent reduction). Require a stamped floor-plan annex with measurements — in a dispute this is the only evidence that counts, not the numbers in the offer letter.
3. Service charges and the service basket: what is in, what is out
Grade-A office rent usually splits into: rent, service charge (standard-hours air-conditioning, common-area cleaning, security, building operations), and usage-based items (after-hours cooling, metered electricity, parking, overtime fees). Points to lock: standard cooling hours and the after-hours cooling rate; whether the service charge adjusts on the same cycle as rent and by what mechanism; and whether services “free” in the offer letter (reception lobby, shared meeting rooms) are written into the contract. Value added tax applies to both rent and service charges — compare buildings on the same tax-and-fee-inclusive or exclusive basis.
4. Reinstatement and end-of-term clauses
The obligation that surprises FDI tenants most on leaving a grade-A office is reinstatement: stripping out all fit-out, partitions and self-installed systems and returning the office to its original handover state, at a cost that can equal several months’ rent. The contract needs: a handover-condition annex with photographs; identification of any fit-out items agreed to remain; and a reinstatement cost cap or the landlord’s option to keep the fit-out in lieu of restoration. Alongside: deposit refund conditions (refund only after reinstatement and final settlement), an extension right with a price cap, rights to contract or expand within the same building, and an early-termination clause — grade-A landlords are usually rigid on early exit, so this right must be negotiated at the start if your headcount strategy is unsettled.
Frequently asked questions
Must a grade-A office lease be notarised?
An office lease between business organisations does not require notarisation; a document signed by both parties’ authorised representatives (with seals per practice) is effective under civil law and the 2023 Law on Real Estate Business. Notarisation is only an evidentiary option, not a validity condition.
Can an FDI company use a grade-A office address as its head office?
Yes, provided the lease is valid for the registration period and the address is specifically defined (floor, unit number) under Article 42 of the 2020 Law on Enterprises. When changing buildings, the enterprise must register the head-office address change with the business registration authority before using the new address officially.
Is it valid for the building to raise service charges yearly by notice?
Only within the adjustment mechanism written in the contract. Many grade-A contracts set service charges by reference to the building’s actual operating costs with a tenant right to view cost reports — if your contract only says “per management notice” without a limit, that is a point to renegotiate before signing.
Is office rent a tax-deductible expense?
Yes, with a written lease, invoices and valid payment documents from the lessor. It is an ordinary operating expense; input value added tax is creditable under current VAT rules where documentation conditions are met.
