Legal Checklist Before Signing an Industrial Land Lease in Vietnam

For a foreign-invested company, land rent and infrastructure costs in an industrial park often make up a large share of the initial investment — but the biggest risk rarely lies in the rent price. It lies in what investors fail to check before signing: whether the lessor has legal standing, whether the lease term matches the investment registration certificate, whether the project qualifies for land rental exemptions, and what happens if construction falls behind schedule. The industrial land lease checklist below compiles the 13 checks FLAT Law Firm always runs for FDI clients before signing a land lease, based primarily on the 2024 Land Law and its guiding documents in force as of September 2026.

1. Who this checklist is for and how to use it
2. The detailed checklist
3. Common mistakes when doing this yourself
4. After completing the checklist
5. Frequently asked questions
6. When to work with a lawyer

1. Who this checklist is for and how to use it

This checklist is for foreign investors and foreign-invested companies preparing to sign a land lease or land sublease contract in an industrial park in Vietnam for manufacturing or business projects: project directors, in-house legal teams, investment advisors, and the parent company's leadership abroad. This is the stage when the project already has an investment registration certificate (or is in the process of obtaining one) and is selecting a land plot and negotiating with the industrial park's infrastructure developer.

Using it is simple. For each item in Part 2, mark one of three statuses: ☐ not yet checked, ☑ checked and passed, ⚠ needs further lawyer review before signing. The golden thread: in an industrial park land lease, the lessor (the infrastructure developer) drafts the model contract and holds the information advantage; the secondary investor can only protect itself by independently checking each legal factor before signing, instead of relying on the lessor's verbal promises. One overlooked item at this stage can turn into a multi-year dispute long after the factory is operating.

2. The detailed checklist

The thirteen items below follow the sequence FLAT Law Firm applies to every FDI industrial park land lease: starting with the lessor's legal standing (Item 1), then planning, term, payment method, incentives, schedule, prices and fees, contract termination, environment, and post-signing documentation (Items 2–10). The final three items — added from long-term lease practice — cover contract form and notarization (Item 11), land registration and certificate issuance (Item 12), and transfer and mortgage of lease rights (Item 13). Each item has four layers — What to do, Why, How, and Watch out — so the company's legal team can work through it independently, marking ☐ / ☑ / ⚠ for each item.

Item 1: Verify the lessor's legal standing ☐

What to do: Ask the lessor to provide and cross-check certified copies of: the land lease decision issued by the competent state authority to the industrial park infrastructure developer; the infrastructure developer's land use rights certificate for the area offered for sublease; the developer's enterprise registration certificate showing real estate business as a registered line; and the authorization letter or appointment decision of the person signing the contract.
Why: In practice, secondary investors in industrial parks almost always sign a land sublease with the infrastructure developer, not a direct lease from the State. If the developer has not completed its own land lease procedures with the State, or the subleased area exceeds the scope allocated to it, your sublease may be partially void. Article 120 of the 2024 Land Law provides that the State leases land with either annual rental payment or lump-sum payment for the whole lease term, while Article 121 requires land leases to be based on land use plans and the needs stated in the investment project — checking these bases tells you the lessor is subleasing exactly the land the State leased to it.
How: Compare the plot number, area, and term on the infrastructure developer's certificate with the exact lot offered on the park's subdivision map. Look up the lessor's company information on the National Enterprise Registration Portal to confirm its operating status and legal representative. If the lessor is itself a sublessee (a sublease of a sublease), ask to see the entire chain of original contracts.
Watch out: Do not accept the excuse that the lessor is finalizing procedures with the State and will provide the documents after signing. Every promise about legal standing must become a warranty clause in the contract, with specific penalties if the lessor breaches it.

Item 2: Cross-check planning and land use purpose ☐

What to do: Check that the proposed lot lies within the boundary of a duly established industrial park; compare the land use purpose on the infrastructure developer's certificate (industrial park land, non-agricultural production facility land) with the project's actual manufacturing lines; confirm the lot is not service land, green land, or internal transport land of the park.
Why: Decree 35/2022/ND-CP tightly regulates industrial park construction planning, under which service and public utility works may only be placed on service land, with construction density of no more than 10% of the park's total area (Article 7(12)). If your factory ends up on land planned for services or shared technical infrastructure, you will not get a construction permit. Worse, using land for a purpose other than that allocated or leased by the State is one of the grounds for land recovery due to land law violations (Article 153(1)(a) of the 2024 Land Law).
How: Ask the lessor for the approved detailed construction plan of the industrial park, showing clearly which functional zone your lot falls in. Cross-check with the district-level land use plan and the park establishment decision. If the project has special items (chemical warehouses, waste treatment, worker dormitories), confirm each item's conformity with the zoning plan separately.
Watch out: Some parks offer land while promising to adjust the zoning plan to suit your project. Zoning adjustments are administrative procedures entirely dependent on state authorities — not something the lessor can guarantee. Only sign the formal contract once the plan has actually been adjusted, or make planning adjustment a condition precedent in the contract.

Item 3: Check the lease term and align it with the investment registration certificate ☐

What to do: Record three milestones and check their consistency: the project's operation term on the investment registration certificate; the lease term proposed by the lessor in the contract; and the infrastructure developer's remaining land use term under the State's land lease decision.
Why: Article 172 of the 2024 Land Law provides that the land allocation or lease term for investment projects is considered based on the project's operation term but not exceeding 50 years; for projects with operation terms over 50 years (large investment with slow capital recovery, or in areas with difficult socio-economic conditions), the cap is 70 years. Correspondingly, Article 31 of the 2025 Investment Law also limits a project's operation term to 50 years, up to 70 years in special cases. If the land lease says 50 years while your investment registration certificate only allows 30, the gap is a legal risk hanging over the project.
How: Use the term on the investment registration certificate as the anchor, and require the contract's lease term not to exceed it. At the same time, check the infrastructure developer's remaining term: a sublessor cannot sublease for longer than the term the State granted it. If the developer's term is nearly exhausted (e.g., only 20 years left), negotiate a renewal commitment from the lessor and a fallback mechanism if it cannot renew.
Watch out: When the term expires, a land user wishing to continue may be considered by the State for extension within statutory limits. But in practice, land lease extension is closely tied to extension of the project's operation term — the two procedures must be prepared in parallel; do not let the lease expire before starting the project extension.

Item 4: Choose the rental payment method: annual or lump-sum ☐

What to do: Ask the lessor to quote both options — annual land rental and lump-sum payment for the whole term (if the park applies both); build a total cash flow comparison for the entire lease term, including infrastructure fees; assess each option's impact on the project's financing plan and exit strategy.
Why: Article 120 of the 2024 Land Law provides for two land rental payment forms, and the choice directly shapes the lessee's bundle of rights. Lump-sum payment requires large upfront capital but keeps land costs stable throughout the term and gives the land user broader rights — easier to transfer or to raise capital against land-attached assets. Annual payment eases initial cash flow but the unit rent is reassessed periodically under the land rental regulations, and when the State recovers land, annual-paying lessees are not entitled to compensation for the land. This is a long-term financial decision — do not choose just because one option's quoted price looks cheaper.
How: Model discounted cash flows for both options over the intended lease term, with conservative assumptions about periodic adjustments to the annual unit rent. Discuss with the project's financing bank the conditions for mortgaging land-attached assets under each option. If you choose lump-sum, negotiate payment in multiple installments tied to site handover and infrastructure completion milestones, rather than paying everything at signing.
Watch out: Some parks apply only one payment form for the whole park. If your chosen park only offers annual payment while your strategy needs lump-sum (or vice versa), reconsider the park choice rather than forcing a financing structure that does not fit.

Item 5: Review conditions for land rental exemption and reduction ☐

What to do: Match your project against two incentive criteria: whether the investment sector falls within the list of investment-incentive or specially-encouraged sectors; and whether the park's location is in an area with difficult or specially difficult socio-economic conditions (under Article 15 of the 2025 Investment Law). If eligible, determine the applicable level and prepare the application dossier.
Why: Article 157(1) of the 2024 Land Law provides for land rental exemption and reduction when land is used for production or business in sectors eligible for investment incentives or in areas eligible for investment incentives (excluding commercial housing and commercial/service land). Article 39 of Decree 103/2024/ND-CP specifies very significant levels: exemption during the basic construction period, then a further 3, 7, 11 or 15 years, or the entire lease term, depending on the sector list and location. For a large FDI project, this can be worth millions of US dollars — but the incentive does not arise automatically; the investor must apply following the prescribed procedures.
How: Obtain a written confirmation from the industrial park management board that your project qualifies for investment incentives. During negotiations, clarify immediately: which party applies for the exemption/reduction — the infrastructure developer or the secondary investor — because practice varies between localities. Put the obligation to cooperate on the exemption application and the corresponding rent adjustment mechanism into the lease.
Watch out: Do not confuse land rental incentives with corporate income tax incentives — they are independent mechanisms with their own conditions and procedures. A project enjoying tax incentives does not automatically get land rental exemption, and vice versa.

Item 6: Check the land-use schedule obligation to avoid recovery ☐

What to do: Compare the construction and commissioning schedule on the investment registration certificate with your actual implementation capacity (capital, contractors, equipment supply chain); pin down when the on-site handover is deemed to occur; and build realistic milestones into the land lease.
Why: This is the legal provision many FDI investors only learn about when it is too late. Article 153(1)(i) of the 2024 Land Law provides: land allocated or leased by the State for investment projects that is not used for 12 consecutive months from on-site handover, or whose land use progress is 24 months behind the schedule in the investment project, may be granted an extension of up to 24 months with an additional payment to the State for the extension period; if the land is still not put to use after the extension, the State recovers it without compensation for the land, land-attached assets, or remaining investment costs. In other words, delays do not just cost extension fees — they can cost the entire project.
How: Build a realistic master schedule with buffers for common risks (slow site clearance, design changes, fire-safety approvals). If the project risks falling behind the schedule on the investment registration certificate, proactively adjust the project schedule before hitting the land violation threshold. In the lease, agree clearly on the lessor's responsibility for on-time site handover, because delays on their side cannot be counted against you.
Watch out: The 24-month paid extension is not an unconditional right — it is a violation-handling mechanism with a price. Do not plan on the assumption that delays can always be cured by requesting an extension.

Item 7: Review rent, infrastructure fees, and adjustment mechanisms ☐

What to do: Ask the lessor for an itemized price schedule separating each component: land rent, infrastructure usage fee, management fee, utility service fees; check the mechanism and cycle for adjusting each component over the lease term; and cross-check against the price framework the developer registered with the industrial park management board.
Why: In an industrial park lease, land rent is only one part of the total cost — infrastructure, management, and service fees often make up a significant share and are the main source of disputes. Decree 35/2022/ND-CP requires infrastructure developers to register their price framework and infrastructure fees with the park management board, with controls when the framework rises beyond a threshold. Knowing the registered framework lets you spot unreasonable fees or one-sided price-increase clauses in the contract immediately.
How: Compare quotes from at least two or three comparable parks to establish a market benchmark. For price adjustment clauses, negotiate toward objective indices (e.g., the consumer price index) with a maximum increase cap per cycle, rather than leaving the lessor full discretion. Any fee outside the schedule attached to the contract must be agreed in writing in advance.
Watch out: Be particularly alert to clauses allowing the lessor to unilaterally adjust infrastructure fees without your consent, or late-payment penalties with abnormally high interest. These are two provisions infrastructure developers' model contracts typically plant in their own favor.

Item 8: Agree on termination terms and State land recovery scenarios ☐

What to do: Carefully review early termination provisions from both sides: the grounds on which the lessor may unilaterally terminate, the grounds on which you may, notice periods, and the compensation and refund mechanism in each case; add clauses addressing State land recovery or conversion of the park's purpose.
Why: Industrial park leases run for decades, during which events beyond both parties' control can happen: the State recovering land for national defense, security, or socio-economic development; or the park being converted into an urban-service zone (Article 13 of Decree 35/2022/ND-CP requires the consent of the park's infrastructure developer and more than two-thirds of the subleasing enterprises in the proposed conversion area). If the contract does not spell out who bears the risk and how compensation works, the secondary investor — who built the factory — always suffers most. Remember that annual-paying lessees are not entitled to State compensation for the land on recovery, so the compensation mechanism in the contract with the lessor is your only shield.
How: Negotiate balanced two-way compensation: if the lessor terminates without cause, it must compensate your full remaining investment and relocation costs; if you terminate early, your liability must also be capped at a reasonable, defined amount. Add force majeure and policy-change clauses setting out a renegotiation or compensated-termination mechanism upon a State land recovery decision or park conversion.
Watch out: Do not accept a clause letting the lessor unilaterally terminate because it found a tenant willing to pay more, even with compensation. Relocating an operating factory — dismantling equipment, production interruption, lost customers — always costs far more than any pre-agreed compensation.

Item 9: Confirm environmental and fire-safety obligations before construction ☐

What to do: Check whether the park has a centralized wastewater treatment system meeting standards with remaining capacity for your project; determine which environmental dossier your project needs (environmental license or environmental registration under the 2020 Law on Environmental Protection) based on scale and manufacturing type; and confirm fire-safety requirements for the planned factory.
Why: FDI investors often focus on negotiating rent while overlooking environmental obligations — only to discover after signing that wastewater and exhaust treatment for their sector costs multiples of the budget, or that the park has no remaining centralized treatment capacity. In the lease, responsibility for technical infrastructure connection, surcharge wastewater treatment costs, and compliance with the park's environmental and fire-safety rules must be allocated clearly upfront, rather than letting the lessor push all compliance costs onto the secondary investor after signing.
How: Ask the lessor for the park management board's written confirmation of the centralized wastewater system's remaining capacity and ability to receive your project. Engage an environmental consultant early to determine the required dossier type and budget the treatment investment. Put into the lease a lessor warranty that the park's shared technical infrastructure meets standards throughout the lease term.
Watch out: Some manufacturing sectors have special requirements on safety distances, protection corridors, or may not be allowed in ordinary parks at all, requiring specialized ones. Confirm this before signing — discovering after signing that you cannot get a construction permit makes all prior negotiation meaningless.

Item 10: Complete attached legal documentation and post-signing procedures ☐

What to do: Prepare a complete list of contract attachments and check each before signing: the plot location map confirmed by both parties; the site handover minutes (or handover conditions); the payment schedule tied to specific milestones; basic design drawings (if any); and the list of technical infrastructure the lessor commits to provide. After signing, complete all required registration procedures and keep the original dossier safe.
Why: Industrial park lease disputes rarely arise from the contract's main clauses — they usually come from inaccurate attachments: a location map that does not match the actual site, handover minutes that do not record the site's actual condition, a payment schedule not tied to the lessor's corresponding obligations. A complete set of attachments, with each page initialed by both parties, is the best evidence in a dispute. After signing, the investor must complete land-related registration procedures under land law so that its rights are officially recorded by state authorities.
How: Commission an independent on-site survey before signing the handover minutes, comparing actual area with the contracted area — area discrepancies are common and must be handled with a corresponding price adjustment clause. Contract form, notarization/certification requirements, and bilingual contracts are checked in detail in Item 11; land registration and certificate issuance after signing are covered in Item 12. Keep at least two original dossier sets in two separate locations, and digitize everything.
Watch out: Never sign handover minutes confirming a good site condition when the site has not actually been leveled or lacks the promised infrastructure. Your signature on the handover minutes is the highest-value legal evidence of the site's condition, and it will be very hard to argue against later.

Item 11: Agree on contract form, notarization, and a bilingual contract ☐

What to do: Agree with the lessor on three points before signing: the contract is made in writing; whether it will be notarized or certified and who bears the cost; and the contract language — for FDI projects, bilingual Vietnamese–English with a clause stating which version prevails in case of conflict. Prepare full appendices and state that they form an inseparable part of the contract.
Why: Under Article 44(4) of the 2023 Law on Real Estate Business (29/2023/QH15), a real estate business contract to which at least one party is a real estate business enterprise may be notarized or certified at the parties' request — i.e., not mandatory, but for high-value transactions lasting decades, notarization significantly strengthens the contract's evidentiary value in disputes. With a bilingual contract, without a prevailing-version clause, every interpretation argument doubles in complexity.
How: Decide on notarization during negotiations, and put the notarization cost and who bears it into the agreement. For the bilingual contract, provide that the Vietnamese version prevails in interpretation, because land disputes in Vietnam are governed by Vietnamese law. Review the English translation carefully: every figure, term, and condition must match the Vietnamese version 100%. Prepare appendices including: the plot location drawing, the detailed price schedule, the infrastructure handover timeline, a model handover minutes form, and the developer's legal documents.
Watch out: Do not leave notarization to signing day — notary offices need time to check both parties' legal dossiers, especially when one party is an FDI enterprise with foreign documents requiring consular legalization.

Item 12: Agree on land registration procedures and certificate issuance after sublease ☐

What to do: Agree clearly in the contract: which party handles registration of the land sublease, the completion deadline, who bears the cost, and the dossier needed for the lessee to be issued the land use rights and land-attached asset ownership certificate.
Why: The certificate is a key legal basis for the lessee to mortgage for bank loans, prove land use rights to authorities, and protect its interests against third parties. Article 131(1) of the 2024 Land Law provides that land registration is mandatory for land users — completing full registration is the condition for your sublease rights to be officially recorded by state authorities. Without full registration, your sublease rights are hard to fully recognize against third parties, and banks will refuse to accept the land-attached assets as collateral.
How: Set out responsibility, deadlines, and cost allocation for registration as a separate contract clause, with penalties if the obligated party is late. Prepare the dossier under current land registration regulations and follow up until the certificate is issued. Discuss the actual process and timeline with the local land registration office in advance.
Watch out: In practice, certificate issuance for sublessees depends on the specific legal situation of each park — particularly whether the infrastructure developer has fulfilled its financial obligations to the State regarding the land. Check this from Item 1 before setting expectations on the certificate timeline.

Item 13: Record transfer, sub-sublease, and mortgage rights over the lease ☐

What to do: Clearly record in the contract the lessee's rights to assign the lease contract, sub-sublease part of the area, and mortgage land-attached assets or the lease rights for borrowing — with the conditions, procedures, and the developer's approval deadline for each right.
Why: Under Articles 33, 34, and 46 of the 2024 Land Law, the scope of transfer and mortgage rights depends directly on the rental payment form (lump-sum for the whole term vs. annual payment) — which is why the choice in Item 4 has consequences far beyond cash flow. If the contract with the developer is stricter than the law allows (e.g., an absolute ban on assignment even though you paid lump-sum), you lose an important financial tool for the project's entire life.
How: Compare each restrictive clause in the contract against the scope of rights the law grants for your payment form; require the developer's commitment not to unreasonably withhold approval, with a specific response deadline (e.g., 15–30 days) and a rule that silence after the deadline counts as consent. Work with the financing bank in parallel with contract negotiations — banks usually only disburse when the lease has clear mortgage provisions.
Watch out: The right to sub-sublease part of the area is especially useful when the project does not need all the land from day one — but many developers' model contracts prohibit or restrict it. Negotiating flexibility upfront is always far cheaper than seeking permission after signing.

3. Common mistakes when doing this yourself

Negotiating only the price while skipping the lessor's standing check. Many investors spend weeks pushing the rent down a few percent but cannot spare one day to check the infrastructure developer's land use rights certificate. A cheap price on a contract whose lessor lacks legal standing is the most expensive risk.
Confusing tax incentives with land rental incentives. These are independent mechanisms. Plenty of projects enjoy corporate income tax incentives yet still pay full land rent because they never applied for land rental exemption, or because the project is not eligible under Article 157 of the 2024 Land Law.
Letting the lease term and the project term drift apart. A 50-year lease while the investment registration certificate allows only 30, or vice versa — this mismatch causes trouble when one side is extended without the other.
Committing to an over-optimistic construction schedule on the investment registration certificate. The schedule in the investment project is the basis for the land recovery threshold under Article 153 of the 2024 Land Law (24 months behind schedule). An unachievable schedule puts the project in the crosshairs of the recovery mechanism.
Signing site handover minutes when infrastructure is incomplete. A signature on the handover minutes is legal evidence of the site's condition. Signing off when the site is not leveled or lacks the promised infrastructure removes your basis for holding the lessor to its obligations.

4. After completing the checklist

When all 13 items are marked ☑ or have a handling plan for the ⚠ items, you are ready to enter formal contract negotiations from a completely different position: instead of accepting the lessor's model contract, you can table a draft with provisions protecting you based on what you checked. The recommended sequence after the checklist: agree on the key commercial terms (price, payment schedule, term) based on the findings; have a lawyer draft or review the full lease draft, especially the termination, compensation, price adjustment, and force majeure clauses; sign and complete the related registration procedures; keep the original dossier safe and set up a reminder system for key milestones (construction schedule, price adjustment cycles, exemption application timing, extension preparation).

One important note: this checklist helps you check before signing, but post-signing compliance is what keeps the project safe. Turn the land-use schedule obligations (Article 153 of the 2024 Land Law) and the extension, price adjustment milestones into internal project reminders, instead of leaving them sitting in a filing cabinet.

5. Frequently asked questions

Q: Can an FDI company lease land directly from the State, or must it sublease through the industrial park infrastructure developer?

Short answer: both are grounded in law, but in practice industrial park deals are almost always subleases.

Explanation: Article 120 of the 2024 Land Law is the basis for State land leases, providing for annual rental payment and lump-sum payment for the whole lease term. However, in industrial parks, the land has already been leased by the State to the infrastructure developer for infrastructure business, so secondary investors usually sign a land sublease with the infrastructure developer under the mechanism of Decree 35/2022/ND-CP. Direct leases from the State are only feasible when the project lies outside an industrial park or in special cases. Next step: verify the lessor's legal standing under Item 1 of this checklist before negotiating price.

Q: What is the difference between lump-sum and annual land rental payment in terms of the lessee's rights?

Short answer: they differ in cash flow and the scope of rights, affecting even the exit strategy.

Explanation: Article 120 of the 2024 Land Law provides for two land rental payment forms. Lump-sum payment for the whole term requires large upfront capital but keeps land costs stable throughout the lease term and gives the land user broader rights — easier to transfer or to raise capital against land-attached assets. Annual payment eases initial cash flow but the unit rent is reassessed periodically under the land rental regulations. Important note: when the State recovers land, annual-paying lessees are not entitled to compensation for the land. Next step: compare Item 4 of the checklist against your financial plan and exit strategy.

Q: Can an FDI project in an industrial park be exempted from land rental?

Short answer: possibly, if conditions are met and procedures are properly completed — exemptions do not arise automatically.

Explanation: Article 157(1) of the 2024 Land Law provides for land rental exemption and reduction when land is used for production or business in sectors eligible for investment incentives or in areas eligible for investment incentives (excluding commercial housing and commercial/service land). Article 39 of Decree 103/2024/ND-CP specifies: exemption during the basic construction period, then a further 3, 7, 11 or 15 years, or the entire lease term, depending on the sector list and investment location. For a large FDI project, this exemption is worth a very significant amount. Next step: match your project against the list of investment-incentive sectors under Item 5 of the checklist, and clarify in the lease which party applies for the exemption.

Q: How long can land be left unused before the State recovers it?

Short answer: the legal threshold is 12 months of non-use or a 24-month delay against project progress, with one paid extension.

Explanation: Article 153(1)(i) of the 2024 Land Law provides that land allocated or leased by the State for investment projects that is not used for 12 consecutive months from on-site handover, or whose land use progress is 24 months behind the schedule in the investment project, may be granted an extension of up to 24 months with an additional payment to the State for the extension period. If the land is still not put to use after the extension, the State recovers it without compensation for the land, land-attached assets, or remaining investment costs. Next step: review the feasible project schedule on the investment registration certificate under Item 6 of the checklist.

Q: Can an industrial park land lease be extended when it expires?

Short answer: extension may be considered if the user still needs the land, within statutory limits.

Explanation: Article 172 of the 2024 Land Law provides that when the term expires, a land user wishing to continue using the land may be considered by the State for extension, but not exceeding the statutory term (50 years for ordinary projects, 70 years for special projects). In practice, land lease extension is closely tied to extension of the project's operation term under the 2025 Investment Law, so the two procedures should be prepared in parallel. Next step: check the infrastructure developer's remaining lease term under Item 3 of the checklist, because a sublessor cannot sublease for longer than the term it was granted.

Q: Must an industrial park land lease contract be notarized?

Short answer: not mandatory, but strongly advisable for high-value, long-term transactions.

Explanation: Article 44(4) of the 2023 Law on Real Estate Business provides that real estate business contracts to which at least one party is a real estate business enterprise may be notarized or certified at the parties' request. Notarization strengthens the contract's evidentiary value in disputes. Next step: agree on notarization during negotiations under Item 11 of the checklist.

6. When to work with a lawyer

Leasing industrial park land is one of an FDI project's largest legal decisions, and the cost of a pre-signing legal review is a tiny fraction of the contract value. You should work with a lawyer from the start if your project falls into any of these situations:

Large contract value or long lease term — the longer the contract, the more can happen during its term, and the tighter the protective provisions need to be.
The lessor's model contract allows little negotiation — a lawyer helps identify which points must be changed and which can be accepted, instead of signing as-is or negotiating aimlessly.
The project may qualify for land rental exemption or reduction — correctly identifying incentive conditions and completing the exemption procedures requires matching multiple legal texts precisely; one wrong step can lose the entire incentive.
The project schedule risks missing the commitment on the investment registration certificate — the project schedule needs timely adjustment before hitting the land recovery threshold under Article 153 of the 2024 Land Law.
The project has special features: manufacturing with strict environmental requirements, special construction works, or a future project-transfer plan — each requires its own provisions in the lease.

FLAT Law Firm accompanies foreign investors through the entire industrial park land leasing process: from legal due diligence on the lessor and the plot, reviewing land rental exemption conditions, negotiating and drafting the lease, to supporting registration procedures and handling issues arising during project implementation. Call our hotline 0988424851 for advice before signing a land lease.

References

2024 Land Law (31/2024/QH15), Articles 33, 34, 46, 120, 121, 131, 153, 157, 172, 202
Decree 103/2024/ND-CP, Article 39
Decree 35/2022/ND-CP, Articles 2, 7, 9, 13
2025 Investment Law (143/2025/QH15), Articles 15, 31
2023 Law on Real Estate Business (29/2023/QH15), Article 44