Labor subleasing is a conditional business line: not every company may do it, not every job may be subleased, and each worker’s sublease term is strictly capped. This article systematizes licensing conditions and worker rights under the 2019 Labor Code and Decree 145/2020/ND-CP.
1. The three-party model
Labor subleasing involves three parties:
- The subleasing enterprise: signs the employment contract directly with the worker, is the legal employer and pays the wages;
- The sublessee: the company using the subleased worker in its operations;
- The subleased worker: works at the sublessee but has the employment relationship with the subleasing enterprise.
The key point: only enterprises holding a labor subleasing license may sublease. Sublessees must not use workers supplied by unlicensed enterprises (Article 53.4).
2. Licensing conditions
Under Article 21 of Decree 145/2020/ND-CP, a license is granted when:
- Legal representative: is a company manager under the Enterprise Law; has no criminal record; has at least 03 years (36 months) of direct professional or managerial experience in labor subleasing or labor supply within the 05 consecutive years before the license application;
- Deposit of VND 2,000,000,000 (two billion dong) at a Vietnamese commercial bank or a licensed foreign bank branch in Vietnam.
The dossier comprises 01 set (application form, representative’s curriculum vitae, deposit certificate…), processed within 27 working days, with no fees. The licensing authority is the Chairperson of the provincial People’s Committee (the Department of Home Affairs appraises and submits the dossier).
3. Distinguish: 60-month license vs 12-month sublease
The two most confused figures:
- 60 months — the maximum term of the subleasing license; renewable multiple times, each renewal up to 60 months (Article 23, Decree 145/2020);
- 12 months — the maximum sublease term per worker (Article 53.1, 2019 Labor Code).
In other words: the enterprise’s license may last 5 years, but each worker may be placed with one sublessee for no more than 12 months. Subleasing a worker beyond 12 months triggers administrative penalties and possible suspension of the license.
4. Only 20 jobs may be subleased
Under Article 52 of the 2019 Labor Code, subleasing is permitted only for specific jobs designated by the Government — namely the 20 jobs in Appendix II of Decree 145/2020/ND-CP, including: interpretation/translation/stenography; secretarial and administrative assistance; reception; tour guiding; sales and project support; driving; security; building and factory cleaning; telesales/customer care; document editing; machinery operation, repair and maintenance… Jobs outside this list may not be subleased.
5. When may a sublessee use subleased workers?
Under Article 53.2, a sublessee may use subleased workers only in 3 cases:
- Temporarily meeting a sudden surge in labor demand over a defined period;
- Replacing employees on maternity leave, suffering occupational accidents/diseases, or performing civic obligations;
- Needing workers with high professional or technical qualifications.
And must not use them in 3 cases (Article 53.3): replacing employees on strike or in labor disputes; without a clear agreement on occupational accident/disease compensation liability with the subleasing enterprise; replacing employees laid off due to structural, technological or economic reasons or mergers. Sublessees also must not transfer subleased workers to another employer.
6. Rights of subleased workers
- Wages no lower than those of the sublessee’s own employees with the same qualifications doing the same or equivalent work (Article 56.4) — anti-discrimination in pay;
- Entitled to be informed of the sublease contract contents;
- Guaranteed working conditions and occupational safety like the sublessee’s employees;
- When returned for disciplinary violations, discipline is imposed by the subleasing enterprise (Article 56.6).
7. Penalties for violations
Subleasing without a license, subleasing jobs outside the 20-job list, or subleasing a worker beyond 12 months all face administrative penalties under Decree 283/2026/ND-CP (effective 10/09/2026, replacing Decree 12/2022/ND-CP); serious cases may lead to suspension of the license for 06 to 12 months.
8. Frequently asked questions
Q: Who pays the subleased worker’s wages?
A: The subleasing enterprise — as the direct employer signing the employment contract.
Q: After 12 months, can the sublessee continue with the same worker?
A: Not under subleasing. If long-term need remains, the sublessee should hire the worker directly.
Q: Is the VND 2 billion deposit a minimum charter capital?
A: No. The deposit is funds placed at a bank to secure obligations — entirely different from charter capital.
Need a labor subleasing license? Contact us for advice.
Prepared by the FLAW AI Legal Council. This content is pending QA Council review before submission for approval; it is for reference only and does not replace legal advice for your specific situation.