Legal services for foreign investors
Industrial Real Estate and Industrial Parks in Vietnam
For foreign investors, the manufacturing or logistics location in Vietnam often determines the schedule and cost of the entire project. A hastily signed workshop lease can affect the IRC, the environment, fire safety, construction or renovation permits, labour, logistics and the actual ability to operate. In each specific dossier, investors need to check the correct address names, local competence, the industrial park, the new communes/wards and the authorities handling related procedures, now that Vietnam has been rearranged to 34 provincial-level administrative units and operates the two-tier local government model. FLAT LAW FIRM supports Chinese investors, Chinese-speaking investors and foreign investors in legally reviewing land, workshops, warehouses, lease contracts, deposits, handovers and operating risks before making long-term investment commitments.
Industrial real estate: who is this service for?
- Foreign investors leasing land, workshops, warehouses or offices in industrial parks.
- Chinese-speaking manufacturing enterprises choosing a location to apply for an IRC or expand a project.
- FDI companies needing to review lease contracts, extensions, transfers or workshop renovations.
- M&A investors acquiring companies with assets, workshops or land lease rights.
- Enterprises needing a legal check of their location after administrative boundary changes.
Legal issues clients commonly face
The location is not just a commercial matter. Investors need to check the right to lease, the lease term, the land use purpose, construction legality, fire safety, the environment and the ability to register the project at that location.
Many workshop leases have insufficiently clear clauses on deposits, handover, management fees, termination, compensation and use restrictions. Without upfront negotiation, the enterprise may face risks when applying for permits or operating.
After the administrative unit rearrangement, the names of provinces, cities, communes and wards on contracts, IRC, ERC, invoices, labour and licences need to be consistent. If the old place name needs mentioning for market recognition or the industrial park, write “the area formerly belonging to…” or check the new name.
What does FLAT LAW FIRM do?
- Legally reviewing the industrial park, the park developer, the right to lease and the workshop’s legal documents.
- Checking the location’s suitability for the IRC, business lines, environment, fire safety and labour.
- Reviewing, drafting and negotiating land, workshop, warehouse or office lease contracts.
- Advising on deposits, handover, renovation, termination, compensation and dispute resolution mechanisms.
- Cross-checking new administrative address names and explaining them to Chinese-speaking parent companies.
- Connecting with investment procedures, ERC, foreign labour and ongoing legal counsel.
Implementation process
- Receiving information on the location, asset type, purpose of use, lease term and project schedule.
- Reviewing the lessor’s legal documents and the asset.
- Cross-checking the location against IRC/ERC application needs, business lines, environment and fire safety.
- Proposing adjustments to lease contract terms, deposits, handover and termination rights.
- Supporting bilingual negotiation and checking the final signed version.
- Tracking post-signing obligations to protect operability.
Documents clients should prepare
- Draft lease contracts, appendices, quotations and industrial park policies.
- Land use right certificates, documents on the right to lease or sub-lease.
- Workshop legal dossiers, construction, fire safety and environmental documents where available.
- Location maps, plot information, area, handover condition and infrastructure.
- Production plans, machinery, business lines, labour and renovation needs.
- Existing or planned IRC/ERC information.
Expected timeline
Review time depends on document volume, the lessor’s readiness, workshop complexity and the need for sector-specific checks. For leases signed before applying for an IRC, legal review should be completed before placing a large deposit or committing to a handover date.
Common legal risks
- The lessor lacking the right to sub-lease or the asset not yet eligible for handover.
- The location being unsuitable for the business lines, project objectives or required licences.
- Contracts lacking clauses for handling delays in IRC, fire safety, environment or licences.
- Not updating new administrative address names in dossiers.
- Termination, compensation, repair and handover clauses that do not protect the investor.
- Not checking for disputes, mortgages or use restrictions on the asset.
Legal updates to September 2026
Law on Investment 2025 No. 143/2025/QH15 (passed by the National Assembly on 11/12/2025) took effect from 01/03/2026, replacing Law on Investment No. 61/2020/QH14; Article 7 and Appendix IV on conditional business lines and trades took effect separately from 01/07/2026. Decree 239/2025/ND-CP (effective from 03/09/2025) amends Decree 31/2021/ND-CP, providing how to determine investment incentive areas consistent with the two-tier local government model after the administrative rearrangement — a point industrial park investors should note when assessing incentives. While awaiting the new guiding Decree replacing Decree 31/2021/ND-CP, state authorities in practice continue to receive and process investment dossiers under the still-applicable current procedures (Official Letter 2519/BTC-PC dated 04/03/2026 of the Ministry of Finance).
From 12/06/2025, Vietnam has 34 provincial-level administrative units under Resolution 202/2025/QH15; the two-tier local government model has operated from 01/07/2025. For place names such as the areas formerly belonging to Binh Duong, Long An, Ba Ria or Vung Tau, the new administrative names should be checked when included in contracts and dossiers.
The full text of the above instruments can be found at the Government’s system of normative legal documents. The content on this page should be checked against the instruments in force at the time of filing.
Why choose FLAT LAW FIRM?
FLAT LAW FIRM combines perspectives on investment, industrial real estate, contracts and FDI enterprise operations. We understand that for foreign investors, the workshop is not just a leased asset but the basis for applying for permits, importing machinery, recruiting, manufacturing, exporting and contracting with customers.
Frequently asked questions
Should a workshop be legally reviewed before signing a lease?
Review before placing a large deposit or signing a long-term contract, especially where the location will be used to apply for an IRC or operating licences.
Should the lease be bilingual Vietnamese–Chinese?
Bilingual versions can be used for the convenience of the parent company and the team in Vietnam, but the prevailing language version must be specified for discrepancies.
Can the old address after the merger be used in contracts?
If used for commercial recognition, clearly note “the area formerly belonging to…” and check the new administrative name in official dossiers.
Does FLAT LAW FIRM check the workshop’s technical aspects?
We focus on legal and contractual matters; for technical content, we can coordinate with suitable specialists.
Can a lease be signed before the company exists?
In-principle agreements or deposit documents can be signed if properly designed, but risks need checking if the investment dossier is not approved.
Useful links
In-depth: industrial real estate in Vietnam
Talk to a FLAT LAW FIRM lawyer
Send your existing documents, business objectives and expected timeline for our lawyers to review the next steps.
Send a legal advice requestImplementation timelines may vary by dossier, locality, competent authority and time of filing. The content on this website is for general information purposes only and does not replace legal advice for each specific case.
Legal regulations, state authority competences and administrative procedures may change over time, by locality and by dossier. You should consult a lawyer before making decisions or carrying out transactions.