Factory Transfer Procedures in Vietnam's Industrial Parks (2026)

Overview

Transferring a factory within an industrial park has become a practical solution for businesses seeking to expand operations, restructure investments, or acquire ready-built manufacturing facilities without constructing new premises.

However, a factory transfer is more than a property transaction. Depending on the project structure, it may involve land use rights, leased land, investment projects, Investment Registration Certificates (IRC), Enterprise Registration Certificates (ERC), and approvals from Industrial Park Management Authorities or investment registration authorities.

Under Vietnam's legal framework applicable in 2026, businesses should carefully review all legal conditions before proceeding with a transfer to ensure compliance and minimize legal risks.

When Can a Factory in an Industrial Park Be Transferred?

Whether a factory can be transferred depends primarily on the legal status of both the land and the factory.

Businesses should carefully review:

• The land lease arrangement (annual rental or one-time payment for the entire lease term).
• Ownership of assets attached to the land.
• Conditions stated in the land lease or sublease agreement with the industrial park developer.
• Investment project transfer requirements.
• Fulfillment of tax, land rental, and other financial obligations.

Under Vietnam's 2024 Land Law, the right to transfer land use rights in industrial parks depends on the applicable land allocation or lease mechanism. Enterprises leasing land with annual rental payments generally cannot transfer land use rights but may transfer legally attached assets under certain statutory conditions.

Conditions for Factory Transfer

A factory transfer should generally satisfy the following conditions:

• Complete legal documentation for the factory.
• Valid land use rights or land lease rights.
• No ongoing disputes or enforcement measures.
• Full compliance with financial obligations.
• Consistency with the industrial park's approved planning and investment objectives.
• The transferee satisfies investment eligibility requirements where required by law.

For foreign-invested enterprises, investment authorities may also assess market access conditions and the legal capacity of the incoming investor.

Required Documents

Depending on the transaction structure, documentation may include:

• Factory transfer agreement.
• Corporate legal documents of both transferor and transferee.
• Land Use Right Certificate or land lease agreement.
• Documentation relating to assets attached to the land.
• Investment Registration Certificate (IRC), where project amendments are required.
• Enterprise Registration Certificate (ERC).
• Project implementation report, where applicable.
• Documents proving fulfillment of financial obligations.
• Other documents required by competent authorities.

Where the transaction involves transferring an investment project or changing the project investor, additional procedures under Vietnam's Real Estate Business Law may apply.

Transfer Procedures

The typical process includes:

Step 1: Conduct legal due diligence on the factory and investment project.

Step 2: Verify land rights, factory ownership, and financial obligations.

Step 3: Negotiate and execute the transfer agreement.

Step 4: Amend the Investment Registration Certificate or complete investor change procedures if required.

Step 5: Register changes relating to land or investment records with the competent authorities.

Step 6: Complete tax obligations, fees, and asset handover.

Depending on the specific project, approval from the Industrial Park Management Authority or investment registration authority may be required before completion.

Important Legal Risks

Before acquiring a factory, investors should verify:

• Legal status of the land and factory.
• Project implementation progress.
• Outstanding taxes or financial liabilities.
• Construction permits.
• Environmental approvals.
• Fire prevention and firefighting compliance.
• Existing lease agreements and commercial obligations.
• Whether amendments to the IRC or ERC will be required.

Comprehensive legal due diligence helps reduce investment risks and facilitates smoother project implementation.

How Should Businesses Prepare?

Before signing any transfer agreement, businesses should:

• Review all legal documentation.
• Determine whether the transaction involves asset transfer, land rights transfer, or investment project transfer.
• Assess taxes and transaction costs.
• Examine land lease agreements and infrastructure service contracts.
• Seek professional legal advice, particularly for high-value or foreign-invested transactions.

Conclusion

Factory transfers in Vietnam's industrial parks involve multiple legal areas, including investment law, land law, enterprise law, real estate business law, and taxation. Careful legal preparation, complete documentation, and compliance with statutory procedures are essential for completing transactions efficiently while minimizing legal risks.

References

• Land Law No. 31/2024/QH15.
• Real Estate Business Law No. 29/2023/QH15.
• Investment Law No. 61/2020/QH14.
• Decree No. 31/2021/ND-CP guiding the Investment Law.
• Decree No. 96/2024/ND-CP guiding the Real Estate Business Law.
• Ministry of Agriculture and Environment (land administration regulations).
• Ministry of Finance.
• National Public Service Portal of Vietnam.