Vietnam Registered Addresses: Commercial Lease Checks Before Incorporation

Before paying a deposit for a Vietnam office, ask for documents identifying the property, the party entitled to lease it and its approved use. A lease promising “company registration” is not enough to establish that the space suits your intended operations.

Article 42 of the Enterprise Law requires the head office to be in Vietnam, to serve as the enterprise’s contact address and to be identified according to administrative boundaries.1 That address requirement is only one part of a premises decision. The landlord’s authority, apartment restrictions and permission for alterations need separate examination.

For the wider formation process, see our Vietnam company registration guide. This article addresses the premises checks to complete before committing to a lease.

Check the exact space, not the building’s marketing label

Request a floor plan showing the proposed unit and compare it with the approved building documents. Record the floor, room, leased area and current administrative address consistently in the lease and proposed filings. If older property papers use a different address, ask for evidence connecting them to the same premises.

Residential apartments are a particular risk. Article 3(8)(c) of the Housing Law prohibits using apartment units for non-residential purposes. Article 3(8)(d) also restricts unauthorised changes to the purpose of service areas in mixed-use apartment buildings.2 An owner’s consent does not override these restrictions.

Distinguish a residential apartment from an approved office or commercial area within the same complex. Labels such as “officetel”, “serviced apartment” or “business suite” should prompt a document check, not an assumption of eligibility. Ask which approval establishes the function of the particular space being offered.

The Construction Law also prohibits using a building contrary to its purpose or function unless the competent authority permits it.6 An office intended for administrative work should therefore not be treated as an automatically suitable showroom, training centre or storage facility.

Establish the landlord’s right to grant the lease

Start with the land-use and building-ownership certificate, or the relevant developer-project documents. Match the property description and rights holder to the lease. For existing property brought into business under the Real Estate Business Law, Article 14 sets documentation and transaction-status conditions, with different requirements for property within developer projects.3 Avoid insisting that one document format applies to every property.

Where a company signs as landlord, check its registration and the signatory’s authority. Where an agent or property manager signs, request the authorisation and confirm that it covers granting this lease, receiving the deposit and providing registration documents. Identify any co-ownership issue before accepting a single signature as sufficient.

A sublease requires another link in the evidence chain. Article 475 of the Civil Code allows a tenant to sublease with the lessor’s consent.4 Review the head lease, consent and remaining term. A serviced-office operator’s registration certificate proves its existence, not its right to grant your company use of this particular floor.

For a foreign-invested tenant, also review Article 15 of the Real Estate Business Law against its investment status and the proposed landlord’s capacity. The law distinguishes categories of tenants and permitted transactions.3 Do not assume that every arrangement available to a domestic tenant is interchangeable with a foreign-invested company’s lease.

Ask about disputes, enforcement restrictions and mortgages. Require disclosure and appropriate contractual protection, then determine whether any lender or other third-party consent is needed for the actual arrangement. A general assurance that the building is “fully legal” should not replace document review.

Separate filing requirements from your evidence file

The standard enterprise-registration dossiers for limited liability and joint stock companies do not list a premises lease as a routine component. Decree 168/2025 also limits the registration authority’s ability to demand documents outside the prescribed dossier.1 5 Its 2026 amendment addresses matters including database use and foreign investors’ filing sequence, rather than adding a universal premises-lease requirement.8

This does not establish that a proposed address is lawful or that no location evidence is relevant to a separate investment or sectoral procedure. Confirm the requirements for the actual filing route. Our Investment Registration Certificate guide provides broader project-registration context.

Keep a premises file even where the lease is not uploaded with the incorporation application. Include the signed agreement, authority documents, ownership or project papers, approved-use evidence and handover record. Obtain the landlord’s commitment to provide supporting copies when needed.

For a shared or virtual-office package, ask what physical use rights are granted, whether head-office registration is expressly permitted and who handles official correspondence. Also check access and signage arrangements. The package name alone cannot establish that it meets a particular foreign-invested project’s needs.

Resolve fit-out and opening conditions before rent starts

Landlord approval for works and statutory compliance are separate checks. Article 43(2)(h) of Construction Law 135/2025/QH15 makes the repair and renovation permit exemption conditional. Among other requirements, the works must not change the purpose or function of use or affect structural safety, and must meet fire-safety, environmental and infrastructure requirements. Article 43(3) also provides commencement-notification requirements for exempt works, subject to its exceptions.6

Have the proposed fit-out assessed before signing. Identify any changes to partitions, exits, electrical loads or ventilation. Do not assume that work described commercially as “minor” is exempt from every procedure.

Fire-safety review can also arise independently. For buildings subject to design appraisal, a change of function or renovation affecting fire-safety conditions requires design adjustment and appraisal under Article 17(2) of the Fire Prevention, Firefighting and Rescue Law. Article 18 requires acceptance and, for relevant buildings, competent-authority approval of acceptance results before use.7

Request the building’s applicable fire-safety records and have a qualified reviewer assess whether they cover the proposed layout and activity. Agree who supplies drawings, handles procedures and pays for corrective work. Keep this premises review separate from construction-service qualifications, factory environmental approvals and retail-outlet licensing.

Protect the incorporation period in the lease

Article 18 of the Enterprise Law permits founders to enter contracts before registration. It provides for the registered enterprise to continue the resulting rights and obligations, subject to contractual terms and the required transfer. If registration fails, the signer remains responsible, with participating founders jointly liable as prescribed.1

Specify who signs now and how the future company takes over. Negotiate clear consequences if the premises cannot support the intended registration or lawful use: deposit repayment, termination rights and a deadline for resolving deficiencies. Distinguish landlord-document failures from the investor’s unrelated approval risks.

Separate access for fit-out, formal handover, rent commencement and permission to open. Record reinstatement obligations and restrictions on alterations. These terms should reflect the entry timetable developed in your Vietnam market-entry plan.

Before committing: a short checklist

• Match the exact unit and address to the property and approved-use documents.
• Verify the landlord, signatory and any sublease consent or term limitation.
• Check the foreign-invested tenant’s eligibility for the proposed lease arrangement.
• Obtain the evidence needed for the actual filing route and retain a premises file.
• Assess fit-out, fire-safety and commencement requirements before setting opening dates.
• Agree deposit protection, company takeover, handover and rent-start conditions.

Focused FAQs

Can an apartment owner authorise an office address?

Owner consent does not remove the prohibition on non-residential use of residential apartment units.2 Check the approved function of the exact space, especially in mixed-use developments.

Does incorporation confirm the premises can open for business?

No. Enterprise-registration documentation is distinct from the building-use, construction and fire-safety requirements discussed above.1 6 7 Treat filing readiness and operating readiness as separate decisions.

References

• 1 National Assembly Office: consolidated Enterprise Law 67/VBHN-VPQH, official gazette and attached text
• 2 National Assembly: Housing Law 27/2023/QH15, Article 3
• 3 National Assembly: Real Estate Business Law 29/2023/QH15, Articles 14 and 15
• 4 National Assembly: Civil Code 91/2015/QH13, Articles 475 to 480
• 5 Government: full text of Decree 168/2025/ND-CP on enterprise registration, Articles 9 and 24
• 6 National Assembly: Construction Law 135/2025/QH15, Articles 15, 43 and 94
• 7 National Assembly: Fire Prevention, Firefighting and Rescue Law 55/2024/QH15, Articles 17 and 18
• 8 Government: Decree 296/2026/ND-CP amending enterprise-registration rules, Articles 1 and 7