Before applying for an Investment Registration Certificate (IRC), many foreign investors sign a memorandum of understanding (MOU) concerning the project site inside an industrial park. A correctly signed MOU locks in the location, rent and handover timeline; an MOU signed with the wrong party is nearly worthless. Under the Investment Law 143/2025/QH15 (effective 1/3/2026), investors should note the following five points.
1. Distinguish the parties: the park management board issues the IRC; the park developer leases the land
This is the most important point — and the most frequent source of error:
- The industrial park management board is the authority that issues the IRC — under Clause 1, Article 27 of Investment Law 143/2025/QH15;
- The industrial park developer (the park infrastructure business) is the party that subleases land — under Clause 3, Article 202 of the Land Law 31/2024/QH15.
Therefore, an MOU on the site — plot location, area, rent — must be signed with the park developer, not the management board. The management board is not the lessor and cannot make legally binding commitments on land allocation, plot reservation or rent.
2. An MOU does not replace the IRC: full procedures are still required
An MOU — even signed with the right party — is only a framework commitment expressing intent to cooperate, reservation terms and pricing principles. It does not replace the Investment Registration Certificate.
- Investment procedures follow Article 19 of Investment Law 143/2025/QH15 with guidance in Decree 96/2026/ND-CP;
- A project may only be implemented lawfully once the IRC (and other required licenses) is obtained;
- Do not confuse “MOU signed” with “investment approved” — they are entirely different things.
3. The 2025 Law allows company establishment first — IRC within 12 months
A key new feature of Investment Law 143/2025/QH15: foreign investors may establish a company (economic organization) first, and must obtain the IRC within 12 months of establishment — under Clause 2, Article 19 and Decree 96/2026/ND-CP guidance.
This differs from the 2020 Investment Law (which required the IRC before company establishment). Any materials still citing the 2020 rule of “IRC before company formation” are outdated and need updating.
4. MOU contents: do not sign a vague MOU
An MOU on the project site should specify at minimum:
- Location and area: clearly identify the plot (map, coordinates, boundaries);
- Rent: unit price, payment method (one-off/annual), price adjustment mechanism;
- Term: lease term, reservation period (if any), timeline for signing the formal lease;
- Handover conditions: site condition, technical infrastructure, handover date;
- Binding terms and penalties: the developer’s reservation obligations, deposits (if any), sanctions for non-performance.
The more specific the MOU, the fewer disputes later. A generic “cooperation in Industrial Park X” MOU offers almost no protection when disputes arise over location or price.
5. The biggest risk: signing a land-lease MOU with the management board
The typical risk scenario: an investor signs an MOU with the park management board covering matters that are in substance a land lease (reserving plot X, rent Y, handover in month Z). If a dispute arises or the plot is given to another investor, this MOU provides no assurance over the site, because the management board has no right to lease land.
How to prevent this:
- Sign land MOUs only with the park developer;
- Deal with the management board only on IRC procedures and matters within its state-management competence;
- Before signing, verify the legal standing of the MOU counterparty (whether the park infrastructure developer has lawfully been allocated/leased the land).
Frequently asked questions
Does an MOU with the park management board reserve the plot?
No, for land-lease matters. The management board issues the IRC (Clause 1, Article 27 of the 2025 Investment Law) but is not the lessor. Site MOUs must be signed with the park developer (Clause 3, Article 202 of the 2024 Land Law).
With an MOU signed, is an IRC still needed?
Yes. An MOU is only a framework commitment; the project must still complete full IRC procedures under Article 19 of the 2025 Investment Law.
Must foreign investors have the IRC before establishing a company?
No, under the 2025 Investment Law. Investors may establish the company first and must obtain the IRC within 12 months (Clause 2, Article 19). The 2020 Law’s “IRC first” rule has been replaced.
What should an MOU contain?
Location, area, rent, term, handover conditions, plus binding terms and penalties for breach.
Sources
- Investment Law 143/2025/QH15 — effective 1/3/2026, replacing Investment Law 61/2020/QH14: Article 19 (investment procedures); Clause 2, Article 19 (company first, IRC within 12 months); Clause 1, Article 27 (park management board issues IRC);
- Decree 96/2026/ND-CP — detailed guidance implementing the 2025 Investment Law;
- Land Law 31/2024/QH15 — in force: Clause 3, Article 202 (park developer subleases land).
For reference only; not legal advice. This article was drafted by AI and quality-checked by the AI Legal Council of FLAT Law Firm; it has not been reviewed or approved by a human lawyer. Regulations may change; please check the current legal texts before applying.
Related articles
- Adjusting an Investment Registration Certificate (IRC)
- Amending an Investment Registration Certificate in Vietnam
Need an MOU reviewed or preparing an IRC application? Contact FLAT Law Firm for advice.