The location of the head office is one of the mandatory particulars when establishing a foreign-invested enterprise (“FDI Enterprise”) in Vietnam. Selecting a location of the head office of a FDI enterprise that does not comply with applicable legal requirements may result in the rejection of the investment registration or enterprise registration application, or expose the enterprise to legal risks during its operation. Accordingly, foreign investors should ensure that the proposed head office location complies with the laws governing enterprises, investment, housing, and land.

1. Applicable cases for the conditions of head office of a FDI enterprise

The legal requirements governing the location of the head office of a FDI enterprise are applied in the following circumstances:

– Establishment of a new FDI enterprise in Vietnam;

– Change of the registered head office address of an FDI Enterprise;

– Adjustment of the investment project location in connection with a change of the enterprise’s registered address;

– Amendment of the Investment Registration Certificate (“IRC”) or the Enterprise Registration Certificate (“ERC”) following any change to the enterprise’s location.

2. Legal requirements for the head office of a FDI enterprise

– Firstly, the head office address must be clearly identifiable. Pursuant to Article 42 of the Law on Enterprises 2020, the head office must be located within the territory of Vietnam and have a complete administrative address, including the building number, street name (if any), ward/commune, and province/city, enabling the competent authorities to identify and administer the enterprise.

– Secondly, the enterprise must have a lawful right to use the proposed premises. When submitting an investment registration or enterprise registration application, the investor is required to provide a lease agreement, lending agreement, or other documents evidencing the lawful right to use the premises. For investment projects, Article 33 of the Law on Investment 2025 further requires investors to submit documents relating to the project location to demonstrate the feasibility of the proposed investment project.

– Thirdly, the head office must not be located at premises prohibited by law from being used for business purposes. Pursuant to Clause 8, Article 3 and Article 9 of the Law on Housing 2023, apartment units designated solely for residential purposes may not be used as the registered head office or business location of an enterprise, unless the relevant area has been designed and approved for commercial or service purposes.

– Fourthly, the location must comply with land-use planning and the approved land-use purpose. Under Article 5 of the Land Law 2024, land must be used for the purpose assigned, leased, or recognized by the State and in accordance with the approved land-use planning and land-use plans.

– Fifthly, for certain conditional business lines, in addition to satisfying the general requirements applicable to the head office, the enterprise must ensure that the premises meet the statutory requirements relating to minimum floor area, facilities, infrastructure, or other sector-specific conditions in order to obtain the relevant operating license.

3. Sanctions for non-compliance

Where a FDI enterprise registers or uses a head office location that does not comply with applicable legal requirements, it may face the following legal consequences:

– The investment registration or enterprise registration application may be rejected if the proposed location fails to satisfy the requirements under Article 42 of the Law on Enterprises 2020 or where the enterprise is unable to provide sufficient evidence of its lawful right to use the premises.

– Pursuant to Article 44 of Decree No. 122/2021/ND-CP, an enterprise that provides false or inaccurate information in its enterprise registration dossier may be subject to administrative penalties and compelled to amend its enterprise registration information.

– Where a residential apartment is unlawfully used as the enterprise’s registered head office in violation of the Law on Housing 2023 (Articles 6 and 8), both the enterprise and the property owner may be subject to administrative sanctions in accordance with the regulations governing housing and construction.

Conducting a legal review of the proposed premises before entering into a lease agreement and submitting the registration dossier is an essential step for FDI enterprises to expedite the investment registration process, minimize the risk of application rejection, and avoid subsequent amendments after the enterprise has been established.

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