Land underpins every manufacturing project, but Vietnam applies an all-people ownership regime over land — Chinese investors cannot buy or own it. The feasible and most common route is subleasing land inside an industrial park from the infrastructure developer. This guide reflects the law in force as of 14 October 2026.
The most common route: subleasing from the park infrastructure developer
The State leases land for projects to build and operate industrial-park and industrial-cluster infrastructure; the infrastructure developer may sublease land in the same payment form it uses: annual-payment leases are subleased on an annual-payment basis, while lump-sum leases may be subleased lump-sum or annually (Article 202(2) and 202(3) of Land Law 31/2024). The Chinese investor, as secondary lessee, signs a sublease contract with the infrastructure developer — “leasing land” (from the State) and “subleasing land” (from the park developer) are two distinct legal institutions and must not be confused.
The “annual-payment lease then sublease” trap
A foreign-invested economic organisation leased land by the State on an annual-payment basis has no right to sublease land use rights, except where it is the developer building and operating industrial-park/cluster/high-tech-zone infrastructure on land whose infrastructure is complete (Article 34(1)(e) of the 2024 Land Law). In that case the enterprise may only lease assets attached to the land (factories) and the lease rights under its land lease contract (Article 34(1)(d)). Signing the wrong contract type can partially invalidate the transaction.
Conversion of the developer’s lease payment form
A developer holding an annual-payment lease may convert to a lump-sum payment for the whole lease term (all or part of the business area) — directly affecting the sublease price a Chinese investor negotiates (Article 202(3)). During negotiations, clarify which payment form the developer uses and whether conversion is planned.
Shared infrastructure land: no land rent payable
Areas used for shared infrastructure within an industrial park under the approved plan are exempt from land rent for the developer (Article 202(3); Decree 102/2024/ND-CP). This exemption does not automatically lower sublease prices, but it is a reasonable negotiating basis.
Link to IRC procedures
When applying for an Investment Registration Certificate (IRC), the investor must provide documents proving land-use rights at the project site — typically the land sublease contract or factory lease contract inside the park (Article 32(1) and Article 39 of Decree 96/2026/ND-CP). Finalise the site before filing the IRC dossier. See our market entry roadmap for Chinese investors.
Lease term
The lease term follows the investment project’s duration — commonly up to 50 years, 70 years in special cases. Investors should verify the specific article in Land Law 31/2024 when drafting contracts rather than citing article numbers unchecked.
Risks specific to Chinese investors
(a) The industrial park’s operating term expires while the project term continues; (b) conversion of the park to urban–service use (conditions in Decree 35/2022/ND-CP: at least 15 years of operation, consent of two-thirds of enterprises — verify against the original instrument); (c) polluting projects ordered to relocate; (d) leased/subleased park land left unused or behind schedule, triggering inspection and penalties under Decree 102/2024. Land violations are sanctioned under Decree 123/2024/ND-CP (replacing Decree 91/2019 from 4 October 2024).
A note on competent authorities
When dealing with state bodies on land matters, refer to authority “under the current decentralisation (Decree 151/2025/ND-CP on two-tier local government)” rather than asserting a fixed provincial or district level, as decentralisation is still being adjusted.
For the full picture, also review our legal risk checklist for Chinese investors.
This information is for reference only and does not constitute legal advice.
Transparency note: this content was quality-reviewed by the AI Legal Council (an AI QA panel) and has not been reviewed by a human lawyer.
Need your industrial-park lease reviewed? Contact FLAT Law Firm: flaw.vn/en/contact.
