Scenario: a Korean investor leases a ready-built factory in an industrial park in Hai Phong for a components manufacturing project. The lease runs 5 years, while the project proposal requests a 20-year operational term. The IRC case officer demands an explanation of the mismatch — just one of many points authorities scrutinize closely in a lease contract.
The legal basis: the lease as proof of site-use rights
Point d, clause 1, Article 32 of Decree No. 96/2026/ND-CP (31 March 2026) requires the dossier to include copies of documents on the right to use the project site. The Law on Investment No. 143/2025/QH15 (effective 1 March 2026, replacing Law 61/2020/QH14, which expired the same day) conditions projects on having a specific implementation site consistent with planning. The governing framework for land-use rights is the Land Law No. 31/2024/QH15 (effective 1 August 2024). In practice, for projects inside industrial parks, authorities accept an in-principle land or factory lease even before the definitive contract is signed — provided the document contains the basic clauses establishing the investor’s site-use rights.
Six mandatory clauses to check before filing
1. The lease term must cover the project’s operational term. This is the most common defect. The project term stated on the Investment Registration Certificate cannot exceed the period for which the investor holds site-use rights. A 5-year lease for a 20-year project will certainly be questioned: either negotiate a longer lease (with a clear priority renewal clause) or shorten the project term to match. A lease with too little remaining time also raises doubts about project feasibility.
2. The land/factory use purpose must match the project objectives. Land leased for “industrial production” cannot serve a project whose stated objective is “commercial trading, offices.” The use purpose in the contract must be compatible with the investment objectives in the project proposal and with the industrial park’s detailed planning.
3. A specific location and area. The contract must identify exactly which lot or factory — lot number, area, with a location diagram. A generic “factory lease in Industrial Park X” does not allow the authority to determine the project site.
4. Rent and payment terms. The rent, payment schedule and payment currency must be explicit — they also serve as a basis for assessing the realism of the financial plan in the project proposal.
5. Rights and obligations of the parties, especially sublease and assignment rights. Where the investor subleases from another enterprise (not the park infrastructure developer), the full chain of contracts proving the sublessor’s right to sublease must be filed. The lessor must evidence its right to lease the site — a missing link in this chain gets the dossier returned.
6. Termination clauses. Grounds for unilateral termination, notice periods, and compensation on early termination. A practical warning: the standard contracts of industrial park infrastructure developers tend to be rigid and lessor-friendly — investors should negotiate protective clauses before signing, because once the IRC is issued for this site, changing location means amending the project.
Bilingual contracts and the Vietnamese translation
Clause 2, Article 5 of Decree 96/2026/ND-CP requires foreign-language documents to be accompanied by Vietnamese translations. English–Vietnamese bilingual leases are common, but where the two versions conflict, authorities in practice rely on the Vietnamese text. The translation must therefore be reviewed as carefully as the original: party names, area, term, rent — one wrong figure in the translation is enough to trigger a correction request and a full re-signing process if the contract is already executed.
Frequently asked questions
Can we file with only a memorandum of understanding, before the definitive contract?
A typical MOU is insufficient because it lacks the basic clauses establishing site-use rights. The minimum accepted in practice is an in-principle contract or lease agreement containing all six clause groups above. Many industrial park management boards accept the in-principle contract at the IRC stage, on condition that the definitive contract is signed before construction begins.
Is subleasing a factory from another enterprise (not the infrastructure developer) allowed?
Yes, provided the sublessor holds sublease rights under its head contract with the infrastructure developer or land user. The dossier must include the entire chain: from the head contract to the sublease, with each party’s credentials. One broken link and the authority will not recognize the site-use right.
What if the lease term is shorter than the project term?
Three options: negotiate a longer lease or a clear conditional priority-renewal clause; shorten the project’s operational term to match the lease; or prepare an alternative site plan. Do not file with an unexplained mismatch — case officers always spot it.
Does a lump-sum land lease for the full term require notarization?
No general rule covering every lease type in the IRC context could be verified as of the writing date — notarization or certification depends on the contract’s subject matter (land-use-right lease versus lease of assets on the land) and the notarization and land laws in force at signing. Consult counsel before signing to get the contract form right and avoid re-execution after filing.
