A long-term office lease (5–10 years) in a commercial building is a major financial commitment and a long-lasting legal tie. Unlike residential leases, office leases are governed simultaneously by the Law on Real Estate Business, the Civil Code and — where the parties are traders — the Commercial Law. Here are 6 key points under current law (as of 14 October 2026).
1. The contract must be in writing — notarization is not mandatory but worth considering
Art. 3.8 of the Law on Real Estate Business 2023 (No. 29/2023/QH15, effective 01/8/2024, replacing the 2014 Law): “a real estate business contract is an agreement IN WRITING” — including leases of houses and construction works. An office lease must be made in writing.
Notarization or certification is NOT mandatory for lease contracts: Art. 44.4 provides that for real estate business contracts where at least one party is a real estate business enterprise, notarization or certification follows the request of the parties; it is only mandatory for sale or hire-purchase contracts of houses, construction works or floor areas where all parties are individuals (Art. 44.5). Even though not mandatory, consider notarization to strengthen evidence in case of disputes.
2. Verify the building legal status before signing — the conditions are in Art. 23, not Art. 9
An article-number trap to remember: conditions for real estate put into business are in Art. 23 of the Law on Real Estate Business 2023 (Art. 9 sets conditions for real estate business entities — enterprise establishment, equity capital). Existing houses and construction works put into business must: have a certificate recognizing ownership; be dispute-free; not be distrained; not fall under statutory transaction bans; not be suspended from transactions; and have information disclosed under Art. 6. Works in real estate projects must additionally: belong to a project meeting Art. 11; have passed acceptance for operation; have the investor complete land-related financial obligations; and have a land-use right certificate for the attached land.
In practice: ask the lessor to present the building ownership certificate, the acceptance-for-use record, and check the project public disclosures before signing.
3. Verify the lessor capacity — sign with the right party; subleasing needs consent
Sign directly with the building owner or investor; if signing through an intermediary, require a lawful power of attorney and check its scope carefully. A note on Art. 17.4: investors may not authorize other organizations or individuals to sign contracts for “deposits, sale and purchase, transfer, or hire-purchase” of houses, construction works, floor areas or infrastructure-ready land-use rights in projects — the text does not cover pure “leasing”, so for office leases the requirement is to verify the lessor capacity and lawful authorization when signing through an intermediary, without claiming this provision bans lease signing.
A lessee may only sublease with the lessor consent (Art. 475, Civil Code 2015) — the sublease clause should be agreed clearly from the start if the company plans to sublease part of the space.
4. Rent, adjustment mechanism and deposit — the “5% cap” trap does not apply to office leases
Art. 23.5 of the Law on Real Estate Business 2023 caps deposits at 5% — but only for “sale or hire-purchase prices of houses, construction works and floor areas in construction works”. Office leasing falls outside this scope: the deposit is as agreed by the parties under the deposit regime (Art. 328, Civil Code).
Rent is as agreed; absent clear agreement, the market price at the time and place of contracting applies (Art. 473). For long-term contracts, fix a rent adjustment formula per period (for example, a maximum increase band every 2–3 years) instead of leaving a vague “market price” reference — the most common source of disputes. Separate base rent, management fees, service charges and overtime costs in the contract.
The lease term is as agreed; absent agreement, either party may terminate at any time but must give the other reasonable advance notice (Art. 474).
5. Penalties for breach — distinguish the civil and commercial frameworks
Purely civil contracts: the penalty level is as agreed by the parties (Art. 418, Civil Code). But where the contract is between traders for profit-making purposes, the Commercial Law 2005 (No. 36/2005/QH11) applies: penalties are as agreed but must not exceed 8% of the value of the breached contractual obligation (Art. 301); where a penalty is agreed, the aggrieved party may apply both the penalty and claim damages (Art. 307).
In practice: do not sign 20–30% penalties in contracts between companies — the portion above the 8% cap is not protected by law.
6. Early termination, handover and reinstatement
Spell out in the contract each party unilateral termination events and notice periods; agree the initial handover condition and the reinstatement condition at expiry; allocate fit-out and repair costs; and address the lessee priority right to renew. Matters left open here become the costliest disputes when a long-term lease ends.
Conclusion
A good long-term office lease is one that “closes” every scenario: clean building legal status, a properly capacitated lessor, a clear rent adjustment formula, penalties within the lawful cap, and detailed termination, handover and reinstatement terms. Time invested in negotiation at signing is always cheaper than dispute costs later.
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This article provides general legal information and does not constitute legal advice for any specific case. The content has passed quality review by the AI Legal Council (a panel of two independent reviewers plus a chief editor) and was approved by the site owner before publication; it was not reviewed by a human lawyer.