Scenario: a park developer markets its land with the pitch “our park is exempt from land rent — locate here and you enjoy the incentive”. When the enterprise asks for that commitment in the contract, the sales side goes quiet. This article separates the three incentive layers that are habitually blurred — State land rent, the project’s corporate income tax, and market sub-lease pricing — to show which layer can be inherited and which is only a sales line.
Layer one: State land-rent incentives attach to the named lessee
Land-rent exemption and reduction under Article 157 of the Land Law 31/2024/QH15 and Articles 39 and 40 of Decree 103/2024/ND-CP are determined by the tax authority for the land user named in the State’s land lease decision. In the standard industrial park model under Article 202 of the Land Law 31/2024/QH15, that subject is the park developer — leasing the whole area from the State, exempt during basic construction (up to 3 years) and for a further 3/7/11/15 years depending on area and sector. A secondary investor has no land-lease relationship with the State, hence no standing to “inherit” that exemption decision. Economically, the benefit travels downward only through price: if the developer is exempt from State rent yet charges full market sub-lease rent, the entire incentive stays at the infrastructure layer. That is why parks under the same State incentive framework price so differently.
Layer two: the project’s tax incentives belong to the enterprise itself
Corporate income tax incentives (preferential rates, time-bound exemption and reduction) are determined under the Law on Corporate Income Tax 67/2025/QH15 and Decree 320/2025/ND-CP from the enterprise’s own investment project: sector, area, scale and attached conditions, reflected in the Investment Registration Certificate. This layer is unrelated to whether the enterprise sub-leases from the developer or leases from the State, and it does not “follow” the land when a factory is sold to a new owner — the new owner must determine incentives for its own project. One persistent myth needs correcting: sitting inside an ordinary industrial park generates no tax incentive by itself; incentives come from disadvantaged-area status, priority sectors, or the regimes of economic zones and high-tech parks — not from the words “industrial park”.
Layer three: convert the developer’s incentive into your own right by contract
Because the law grants no automatic inheritance, the only tool is the sub-lease contract. Four contents to lock: disclosure of the park’s incentive status (which exemption/reduction phase the developer is in, until when, with the tax authority’s confirmation attached as an annex); sub-lease pricing anchored throughout the developer’s incentive period, with an agreed adjustment mechanism when it ends to avoid a double price shock; a clause for mid-term policy change (if the State withdraws or adjusts the developer’s incentive, how is sub-lease pricing treated); and the sub-lessee’s right to inspect supporting documents in any price-composition dispute. The enterprise should also verify through the park Management Board the infrastructure project’s term and the park’s land-obligation status before signing — a park in arrears on State land rent cannot anchor a stable long-term price commitment.
Frequently Asked Questions
Does a sub-lessee in an industrial park inherit the developer’s land-rent incentives?
Not automatically. State land-rent exemption and reduction (Article 157 of the Land Law 31/2024/QH15, Articles 39 and 40 of Decree 103/2024/ND-CP) are determined for the land user named in the State’s land lease decision — the park developer, or an investor leasing directly from the State. A sub-lessee pays sub-lease rent to the developer under a market contract; the benefit of the developer’s incentive reaches the sub-lessee only if the sub-lease converts it into a lower rent. To enjoy it, negotiate it into the price — there is no legal right of inheritance to invoke.
Do incentives attach to the project or to the investor, and what happens on transfer?
Separate the two incentive systems because they attach differently. Land incentives (land-rent exemption and reduction) attach to the land user named in the land lease decision and to the incentive case of the plot/project under Article 157 of the Land Law 31/2024/QH15 and Articles 39 and 40 of Decree 103/2024/ND-CP — they are not an asset of the sub-lease contract and do not travel when land is sub-leased to a third party. Corporate income tax incentives, by contrast, attach to the investment project: eligibility is determined by the project’s sector and area on its Investment Registration Certificate, so when a project is transferred in due form under the Law on Investment 143/2025/QH15, the transferee continues enjoying the project’s incentives for the remaining period if it maintains the conditions — the incentive-succession principle on project-subject changes is also recognised in the Law on Corporate Income Tax 67/2025/QH15 for conversions and mergers. The practical consequence: acquiring a project carries its tax incentives along, but the seller’s land-rent incentives do not automatically follow the sub-lease.
What procedure must I follow to be recognised as continuing an exemption or reduction?
The answer splits by your position. If you sub-lease inside an industrial park: no procedure exists to be recognised as continuing the developer’s land-rent incentives, because you are not the State land-rent payer — the only feasible step is negotiating an incentive benefit-sharing clause into the sub-lease price. If you acquire a project or receive a direct State land lease right transfer: the sequence is adjusting the Investment Registration Certificate to record the new investor, registering the land change into the new land user’s name, then running the land-rent exemption/reduction determination procedure under Article 48 of Decree 103/2024/ND-CP for the remaining incentive period — the new determination decision is the basis for the tax authority to apply the incentive to the new subject. Skipping this confirmation is the most common reason a transferred project gets charged full land rent despite its incentives still running.
If the incentive cannot be passed down, how much do costs rise, and should the rent be renegotiated?
Costs rise by exactly the value of the land-rent incentive the developer still enjoys on that very area for the remaining incentive years — because market sublease rents are built on a land-cost base, once the developer’s incentive ends, the pressure to pass the cost into the sublease rent at the next adjustment or renewal is very real. To quantify in due diligence: take the developer’s one-year land rent for the leased area (unit price times area) multiplied by the remaining exemption/reduction years — that is the cushion currently supporting your rent, and it will disappear. Should you renegotiate: yes, at three points — a sublease rent reduction reflecting the remaining incentive value you do not receive; a rent-freeze or capped-increase clause for the period after the developer’s incentive ends; and a risk-sharing clause if the developer’s incentive is clawed back through the developer’s own fault. If the developer refuses all three, the rent must be discounted from the outset on a no-incentive scenario for the deal to be risk-balanced.
