Vietnam Office Leases: The Clauses That Decide What You Actually Pay
Whether the address can host your registered office, the charges that sit outside the quoted rent, currency and conversion clauses, deposits and reinstatement, fire safety, and choosing between serviced, coworking and conventional space.
An office lease in Vietnam is the first contract most foreign companies sign here, often before the entity exists, and usually under time pressure because the licence application needs an address. That combination produces leases that cost more than the rent suggests.
The headline rent per square metre is the part everyone negotiates. The clauses below are the part that decides what you actually pay and whether you can leave.
First: can you register a company at this address?
Not every address that will rent you space can serve as your registered office. Residential apartments in buildings designated for housing cannot be used as a business address, which catches out founders who plan to start from a serviced apartment. Some buildings also have restrictions in their own management rules.
Before signing, confirm three things: the building is zoned and licensed for office use, the landlord actually holds the right to lease the space, and the landlord will provide the documents your business registration file needs. A lease you cannot use to register the company is worse than no lease.
The rent is not the cost
Quoted rents in Vietnamese office buildings are usually exclusive of several things that are not optional.
| Line item | Usually quoted? | What to confirm in writing |
|---|---|---|
| Base rent | Yes, per square metre per month | Whether the area is net usable or gross including common areas |
| Management or service fee | Often quoted separately | What it covers, how it can be increased, and whether it is capped |
| Value added tax | Frequently excluded from the headline | That the quoted figure is stated as inclusive or exclusive without ambiguity |
| Electricity | Usually metered separately | The tariff applied and whether the landlord adds a margin |
| Air conditioning outside office hours | Rarely mentioned at viewing | Standard hours, the overtime rate, and how requests are made |
| Parking | Separate | Number of car and motorbike spaces included and the rate for extras |
| Fit-out period | Negotiable | Rent-free weeks for fit-out, and whether the service fee runs during them |
Currency and payment
Rent for premises in Vietnam is payable in Vietnamese dong. Leases with international landlords are often expressed in US dollars and then converted, which is acceptable as a pricing mechanism provided the payment itself is in dong. What matters is the conversion clause: which rate, published by whom, on what date. An undefined rate clause is a recurring dispute with no upside for the tenant.
If your landlord is an individual rather than a company, tax treatment changes. Individual lessors above the revenue threshold carry their own obligations, and leases routinely shift those obligations onto the tenant in a single sentence. Read that sentence carefully, because it can add a meaningful percentage to the effective rent.
Practical takeaway. Ask the landlord for a worked example of one month's total invoice, in dong, including every charge. If they cannot produce it, you do not yet know what the space costs.
Deposit, escalation and term
A deposit of a few months' rent is standard, and getting it back is a function of how the handover clause is drafted rather than of goodwill. Three points to fix at signing:
- Escalation. Annual increases are normal. Fix the percentage or a clear index in the contract. An escalation to be agreed later is an escalation you will lose.
- Reinstatement. Define the condition the space must be returned in, with photographs of the condition you received it in attached to the lease. This is the single most common reason deposits are withheld.
- Break rights. A long lease with no break is a bet on your own growth forecast. If you need the term for stability, at least negotiate a sublease or assignment right so you have an exit that does not require the landlord's mood to be good.
Fire safety and compliance sit with the building, then with you
The building needs its own fire prevention approvals, and your fit-out must not breach them. Inspections happen, and a tenant whose fit-out blocked a fire route is the tenant who pays. Ask for the building's compliance documentation before you design the space, and put the landlord's obligation to maintain that compliance into the lease.
Serviced office, coworking or conventional lease
Each is right at a different stage.
- Serviced office. Fastest to occupy, includes furniture and services, and normally provides the registration documents you need. Most expensive per seat, but for a first year with uncertain headcount it is usually the rational choice.
- Coworking. Cheapest for very small teams. Check specifically whether the operator will support a company registration at that address, because many will not.
- Conventional lease. Best cost per square metre once headcount is stable, but it carries fit-out capital expenditure, a longer commitment and the management burden you were avoiding.
A common and sensible pattern is a serviced office for the licensing phase and the first hires, then a conventional lease once the team size is real rather than projected.
Getting out
Termination clauses are asymmetric by default. Look for the landlord's right to terminate on breach and how short the cure period is, whether there is a penalty for early termination and how it is calculated, and what happens to the deposit in each termination scenario. Vietnamese commercial law limits contractual penalties for breach, which is worth knowing before you accept a clause that looks punitive.
A short checklist before signing
Confirm the address can host a registered office. Get the total monthly invoice in dong. Fix escalation in numbers. Photograph and attach the handover condition. Check the conversion rate clause. Confirm fire safety documentation. Negotiate a sublease or assignment right. Confirm who bears landlord-side taxes.
Looking for space while the entity is still in licensing? Our soft landing team reviews lease terms, checks that the address will support your registration, and handles the landlord documents your application needs.
