Foreign direct investment (FDI) enterprises use land in Vietnam mainly in the form of land leases, and being granted a Land Use Right Certificate is the legal basis for establishing and protecting the enterprise’s rights. In 2026, the certificate-issuing authority changed significantly under Decree 49/2026/ND-CP, while several provisions of Decree 101/2024/ND-CP have expired. This article systematizes the current framework FDI enterprises need to know.
1. Decree 101/2024 — the specialized instrument on registration and certification
To be clear from the outset: Decree 101/2024/ND-CP is the specialized instrument governing land registration and certificate issuance — not Decree 151/2025/ND-CP (which governs a different area and contains only some provisions touching on land allocation and leasing).
However, Decree 101/2024 is now only partially in force. Decree 49/2026/ND-CP has repealed the following provisions of Decree 101/2024 with effect from 31 January 2026:
- Clause 3, Article 18;
- Point d, Clause 1 and Point d, Clause 2, Article 24;
- Clauses 3 and 4, Article 65.
The provisions still in force include Section 2, Chapter III (Articles 23–27) on certificate issuance. When researching or applying Decree 101/2024, enterprises and their counsel must never cite the expired provisions listed above.
2. New certificate-issuing authority from 31 January 2026
Under Decree 49/2026/ND-CP (Article 14, on first-issuance authority under the two-tier local government model), authority is allocated as follows:
- The provincial land administration agency issues certificates where the provincial authority decides on land allocation or leasing — FDI enterprises leasing land fall in this group;
- The Chairperson of the commune-level People’s Committee: cases within commune-level authority;
- The Land Registration Office: remaining cases.
Given the leasing profile of FDI projects, enterprises will deal mainly with the provincial land administration agency. Note: sources cite the specific article numbers in Decree 49/2026 on authority inconsistently — check the original text before citing in a dossier.
3. Land leasing tied to certificate issuance: no separate procedures
Under Clause 4, Article 10 of Decree 151/2025/ND-CP (supplemented by Decree 226/2025/ND-CP), land allocation and leasing are carried out together with certificate issuance.
Practical meaning for FDI enterprises: when land is leased, the certificate is issued together with the land lease decision — not as two separate procedures. This significantly shortens the time for an enterprise to hold complete legal documentation of its land use rights, supporting project rollout, mortgages, and subsequent transactions.
4. FDI enterprises acquiring projects with land use rights
Where an FDI enterprise acquires an investment project that carries land use rights, the procedure is land registration within the land allocation/leasing sequence — not the ordinary land use right transfer procedure used between domestic parties.
On financial obligations, the financial-obligation information transfer slip follows Form No. 19 issued with Decree 226/2025/ND-CP. Enterprises should coordinate closely with the tax authority and the land administration agency to complete this step, as it is often the bottleneck prolonging certificate issuance.
5. FDI enterprises leasing land in industrial parks: mandatory new certificates
Under Article 23 of Decree 101/2024/ND-CP (provisions still in force), an FDI enterprise leasing land in an industrial park falls under the cases of mandatory new certificate issuance to establish the enterprise’s independent land use rights.
This is a point enterprises leasing land in industrial parks must heed: they cannot “share” the certificate of the industrial park infrastructure developer. A separate certificate is the basis for exercising lessee rights: building works, mortgaging assets attached to the leased land, and transfers where the law permits.
6. Recommendations for FDI enterprises
- Research Decree 101/2024 against the provisions still in force — do not cite the clauses repealed by Decree 49/2026;
- Identify the correct certificate-issuing authority under the new model (FDI land lessees: the provincial land administration agency);
- Use the lease-tied-to-certificate mechanism to shorten documentation time;
- For acquired projects: prepare the financial-obligation information transfer slip (Form No. 19) early;
- Enterprises leasing land in industrial parks: obtain a new certificate to establish independent rights.
Instrument under monitoring: the draft amended Land Law — Article 54 of the draft addresses cases not eligible for certificates. The draft has not been adopted; it is for reference only.
Frequently asked questions
Which instrument currently governs certificate issuance?
Decree 101/2024/ND-CP (provisions still in force: Section 2, Chapter III, Articles 23–27) — not Decree 151/2025/ND-CP.
Which authority issues certificates to FDI land lessees from 2026?
The provincial land administration agency — where the provincial authority decides the land lease (Decree 49/2026/ND-CP, effective 31 January 2026).
Are land leasing and certificate issuance two separate procedures?
No. Under Clause 4, Article 10 of Decree 151/2025 (supplemented by Decree 226/2025), land allocation/leasing is carried out together with certificate issuance.
Must an FDI enterprise leasing land in an industrial park obtain its own certificate?
Yes — a case of mandatory new certificate issuance under Article 23 of Decree 101/2024 to establish independent land use rights.
Transparency note: This content was drafted by AI under the FLAW SEO Autopilot process — reviewed by the QA Council (AI Legal Council) and approved by the owner. It is not a lawyer opinion and is not recorded as lawyer-approved.
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