Industrial parks and economic zones: how subleases work, ready-built factories, management boards, zone types, due diligence on the developer, the Article 28 fast track, and a lease checklist

Why most foreign manufacturers start in a park

Vietnam has several hundred operating industrial parks, concentrated around Hanoi and Hai Phong in the north, Da Nang in the centre, and Ho Chi Minh City, Dong Nai and Binh Duong in the south. For a foreign manufacturer they solve the three hardest problems of land in Vietnam at once. The developer has already obtained investment policy approval for the park's infrastructure, leased the land from the State and cleared it; it has built roads, power and water connections and a central wastewater treatment plant; and it can offer a plot with a clear title and a known remaining term. The tenant's own project needs no investment policy approval, pays no deposit for State land and avoids land clearance, so a park can reduce the time to construction by six to twelve months compared with State land outside a zone (How foreign-invested companies access land).

Inside a park the tenant deals mainly with two counterparties: the developer, as landlord and service provider, and the zone's management board, which issues the Investment Registration Certificate and exercises many of the provincial powers that would otherwise sit with separate departments.

How a sublease works

Under Article 202(2) of Land Law No. 31/2024/QH15 the State leases land to the investor in industrial park infrastructure. The developer chooses whether to pay the State annual or one-off rent, and may switch from annual to one-off for the remaining term (Article 202(3)). Land for shared infrastructure under the approved plan is rent-free. The developer then subleases serviced plots to tenants. Where the developer pays annual rent, it may sublease only on annual terms; where it has paid rent once for the whole term, it may sublease with either a one-off payment or annual payments.

The tenant's rights follow its payment method. Article 202(5) gives sublessees the rights and obligations of land users under the general provisions for one-off and annual payers, so a tenant that pays one-off for the remaining term can transfer, sublet, contribute and mortgage its land use right to a credit institution licensed in Vietnam, and its rights are registered with the land registration office; a tenant on annual payment can deal only with its buildings and lease rights. In practice most foreign tenants pay a one-off sublease price, quoted per square metre for the remaining term, because it creates a bankable asset and fixes the cost; they then pay annual management and infrastructure maintenance fees and utility charges.

The term is the critical number. Under Article 202(4), the tenant's land term follows the operating term of the park's infrastructure project. A park licensed in 2008 for 50 years has 32 years left in 2026, and a tenant cannot obtain a longer sublease. Where the tenant's project needs a longer term, the developer must seek an adjustment of the park's land term, up to 70 years in total, with payment of the corresponding rent; this is not automatic and should be agreed before signing. The tenant's IRC term and its financing tenor should not exceed the land term (The Investment Registration Certificate).

Article 202 also requires developers to set aside serviced land for small and medium-sized enterprises and for facilities relocated because of pollution, with possible rent reductions offset against the developer's own rent, and treats worker dormitories within a park as commercial and service land.

Ready-built factories and warehouses

Many tenants, especially in the first years, do not take land at all but rent a ready-built factory or warehouse from the developer or from a specialist industrial landlord. This is a commercial lease of a building under the Civil Code and Law No. 29/2023/QH15 on Real Estate Business, not a land right: the tenant is not recorded as a land user, cannot mortgage the premises and depends on the landlord's continuing compliance. Leases typically run for three to ten years with renewal options, rent in VND or, where the parties are permitted, a foreign currency reference, a security deposit and service charges. The advantages are speed, low capital outlay and flexibility; the factory can be operational within weeks of the IRC.

Because the landlord's title is the tenant's only protection, the tenant should check that the building has a construction permit and completion acceptance, that fire safety approval covers the intended use, that the land under it is held for a term longer than the lease, and that any mortgage over the building contains the lender's consent to the lease. The lease itself should deal with fit-out ownership on exit, environmental responsibilities and the effect of the landlord's sale or default. Contract drafting points are in Commercial contracts in Vietnam.

Zone types and their legal basis

Industrial parks (khu công nghiệp) are established under Decree No. 35/2022/ND-CP on the management of industrial parks and economic zones, which took effect on 15 July 2022 and, as amended, remains in force in October 2026. The decree recognises specialised parks, supporting-industry parks, high-tech industrial parks and eco-industrial parks, and the export processing zone (khu chế xuất), a park whose enterprises produce for export and are treated as outside Vietnam's customs territory for duty purposes. Economic zones (khu kinh tế), coastal and border-gate, are larger areas with functional sub-zones, including industrial parks and duty-free areas, and projects in them may run for up to 70 years. Industrial clusters (cụm công nghiệp), smaller and locally managed, are governed by Decree No. 32/2024/ND-CP.

High-tech parks (khu công nghệ cao) are established under the high technology legislation and have their own management boards and incentives. Concentrated digital technology zones were given a statutory basis by Law No. 71/2025/QH15 on the Digital Technology Industry from 1 January 2026. Free trade zones are being established in major port cities under special National Assembly mechanisms, and Resolution No. 254/2025/QH15 added projects in free trade zones and the international financial centre to the cases in which the State may recover land, so that sites can be assembled for them. All of these zone types qualify for the Article 28 special investment procedure.

Institutional responsibility changed in 2026. Government Resolution No. 66.25/2026/NQ-CP of 4 September 2026 transferred the Ministry of Finance's state management tasks for industrial parks under the Law on Investment and Decree No. 35/2022/ND-CP to the Ministry of Industry and Trade from 15 September 2026, and Decree No. 351/2026/ND-CP set the latter's new functions. The resolution states that it applies until 28 February 2027. Licences and pending applications are unaffected. The Ministry of Finance had published a draft decree to replace Decree No. 35/2022/ND-CP in October 2025; the replacement had not been issued at the review date.

What the management board does

Each province with industrial parks or economic zones has a management board (ban quản lý), an agency of the provincial People's Committee. Under Article 27 of Law No. 143/2025/QH15 it issues IRCs for projects inside its zones, and under Article 25 it grants investment policy approval for provincial-level projects located there. It also licenses representative offices in zones (Branches and representative offices) and, depending on the province, exercises delegated powers on construction planning and permits, environmental matters and labour. The board is therefore the tenant's principal regulator, and early contact with it on the project's planning and environmental classification is usually productive.

A tenant in a qualifying zone may choose the special investment procedure under Article 28 of the Law on Investment: it files a written commitment to meet the conditions on technology, environment, planning, construction and fire safety, receives its IRC within 15 working days, and skips the environmental impact assessment report, detailed planning and the construction permit, filing a notice and an independently verified feasibility study before construction and accepting later inspection. The procedure is explained in Investment policy approval.

Incentives after 1 October 2025

Until 2025 a manufacturing project in an industrial park could claim a corporate income tax incentive on location alone. Law No. 67/2025/QH15 on Corporate Income Tax ended that for new projects from 1 October 2025: a park location now qualifies only if the park is in a disadvantaged or especially disadvantaged area, or the project qualifies by sector, such as high technology, semiconductors or priority supporting industries, and projects in economic zones and high-tech parks retain their incentives. Import duty exemptions, export processing zone treatment and land rent incentives tied to the zone may still apply. Investors comparing parks should therefore compare land cost, infrastructure, labour and logistics rather than assume a tax advantage (Investment incentives; Corporate income tax).