Many manufacturers are advised to joint-venture for one reason only: the Vietnamese partner “has land”. That advice ignores a fact — land in Vietnam can be leased directly from the State or an industrial park developer. The question in a manufacturer weighing full ownership against a joint venture with a land-holding partner appears simple, but its consequences follow the project for its whole life: from tax and labour to the ability to exit.
1. The current legal framework
The foundation for the choice between a wholly foreign-owned manufacturer and a JV with a land-holding partner is Law on Investment 143/2025/QH15 (effective 1 March 2026), not the former Law on Investment 61/2020. the boundary between the two layers is clearly drawn by Investment Law 143/2025/QH15 — the legal footing of a manufacturer weighing full ownership against a joint venture with a land-holding partner; the remaining two doors are the BCC contract and PPP for infrastructure and public-service projects — a manufacturer weighing full ownership against a joint venture with a land-holding partner should not skip them. The second layer of the choice between a wholly foreign-owned manufacturer and a JV with a land-holding partner is Law on Enterprises 59/2020/QH14: it governs the internal machinery of the LLC or JSC the investor will run after the Investment Registration Certificate is issued. Market-access conditions by sector are the decisive variable in the choice between a wholly foreign-owned manufacturer and a JV with a land-holding partner: a sector on the restricted list caps both ownership ratio and available forms, whatever structure the investor prefers.
2. Analysis on the facts
Land is not a private asset to bargain with as many assume. Land belongs to the entire people; organisations and individuals hold only land use rights. A Vietnamese partner contributing land use rights to a JV must satisfy Land Law 31/2024 (in force since 1 August 2024) on land type, term and completed financial obligations — and those rights become locked inside the JV entity, no longer belonging to the partner.
A wholly foreign-owned company accesses land normally. A 100% foreign-owned company may lease land from the State inside industrial parks and clusters, or sublease serviced land from the park developer — the standard land channel for most FDI factories in Vietnam. Outside industrial parks, FDI companies are also among the subjects the State may lease land to for investment projects under Land Law 31/2024.
The true price of a land-driven JV. A JV trades control for land: the investor loses unilateral say over major matters, carries deadlock risk and land-use-right valuation disputes. If what the investor truly needs is only the site, a long-term land lease with that same partner — without joint capital — usually achieves the same goal at a fraction of the risk.
3. Implementation sequence
To keep the file for a manufacturer weighing full ownership against a joint venture with a land-holding partner from going through repeated supplement rounds, investors should follow this sequence:
- The sector’s market-opening commitments under treaties to which Vietnam is a party must be checked as soon as a manufacturer weighing full ownership against a joint venture with a land-holding partner begins.
- For a manufacturer weighing full ownership against a joint venture with a land-holding partner, place at least two form options on a single criteria table — control, tax, timing and exit.
- Agree the capital ratio and voting mechanics in the shareholders’ agreement or JV contract for a manufacturer weighing full ownership against a joint venture with a land-holding partner before filing.
- The filing point for a manufacturer weighing full ownership against a joint venture with a land-holding partner is the provincial investment registration authority where the project is located; the enterprise file of a manufacturer weighing full ownership against a joint venture with a land-holding partner goes to the Business Registration Office.
- For a manufacturer weighing full ownership against a joint venture with a land-holding partner: contribute capital on time, and keep every record through the ICA as the basis for later profit repatriation.
4. Risks and practical notes
The costliest mistake in the choice between a wholly foreign-owned manufacturer and a JV with a land-holding partner is locking the form by home-country habit and only then discovering the sector is restricted in Vietnam. With a manufacturer weighing full ownership against a joint venture with a land-holding partner, a mistake corrected after the IRC has been issued always costs more than pre-checking, because the form change amends the project and the enterprise registration together. The exit route deserves a price tag from day one: in a manufacturer weighing full ownership against a joint venture with a land-holding partner, the form that opens fastest can prove the hardest to leave, particularly when a Vietnamese partner holds a veto inside the joint venture.
5. Conclusion for the investor
Practical conclusion: the choice between a wholly foreign-owned manufacturer and a JV with a land-holding partner has no universal answer — the right answer is the one matching the sector, the ownership ratio and the exit plan of that specific project. Before signing anything in a manufacturer weighing full ownership against a joint venture with a land-holding partner, lock three variables: sector, capital ratio and who controls the vote; those three decide almost everything else in the choice between a wholly foreign-owned manufacturer and a JV with a land-holding partner.
Frequently Asked Questions
Should a foreign manufacturer go 100% owned or joint-venture with a partner who has land?
Separate the two needs: needing land and needing a partner. For land, lease directly from the State inside an industrial park or sublease from the infrastructure developer — a wholly owned company can do this fully. Joint-venture only when the partner adds other value such as distribution channels, local relationships or technology.
What does a land-holding partner actually bring?
A land-holding partner brings land use rights contributed to the JV under Land Law 31/2024, plus speed if the site is legally clean. But contributed land use rights must be valued, are locked inside the joint entity and are hard to extract if the relationship breaks down.
What are the risks of joint-venturing just for the partner’s land?
Risks include loss of voting control, deadlock when the parties disagree, valuation disputes over the land use rights and a difficult exit because the land asset sits inside the joint company. The common risk-reducer is leasing that same partner’s land instead of pooling capital.
This article has been quality-reviewed by the FLAW AI Legal Council