VIETNAM Law and Practice Contributed by: Tran Thai Binh and Duong Thi Minh Han, LNT & Partners
• not being subject to any decision on land revocation, notice on clearance or destruction by the competent authority. Industrial property is subject to compliance with regulatory requirements on construction, envi - ronmental protection, firefighting and preven - tion, public security and order, labour safety and hygiene, and corporate ethics. 6.16 Effect of the Tenant’s Insolvency Generally, in a contract, the landlord is entitled to terminate the lease on the insolvency of the tenant – ie, failure to fulfil its debt liability within three months of the due date as provided by the laws on bankruptcy. At that point, and always subject to agreement between the parties: • the deposit money (if any) will be forfeited by the tenant; and • the landlord can take back the leased prop - erty. The landlord would be required to return the amount of rent corresponding to the remaining lease period if the rent for the entire lease term was made in a lump-sum payment. If the tenant is subject to a decision on the initia - tion of a bankruptcy process, any settlement of payables (including basic rent) incurred before would be stalled and would only be made sub- ject to the statutory level of priority of payments after the decision on the declaration of bank - ruptcy by the relevant court. 6.17 Right to Occupy After Termination or Expiry of a Lease Upon the termination or expiry of a lease, the tenant is required to reinstate the premises in the condition agreed by the parties. Any further occupation will be subject to hold-back charges
pro rata to the basic rent. The landlord has the right to re-enter the property without prior notice and change the locks or to take any necessary measures to take back the real estate. 6.18 Right to Assign a Leasehold Interest The contractual rights and obligations of com - mercial leases can be assigned and novated to an assignee prior to the expiry of the lease term by which the lease held by the tenant will be terminated. In the assignment of rights, written notice of the same is required to be served to the landlord. The novation requires the prior consent of the landlord. Any commercial sublease must have prior agreement or written consent from the landlord. The leasehold interest in land under Vietnamese law cannot be understood as in the common law system. The land is leased out to a land user by the state, usually for a defined term, to develop an investment project, and the land-use rental is incurred by the land user (either paid annu - ally or in a lump sum). Generally, any transfer of leasehold title in land-use right is conditional on the lump-sum payment of rent being made to the state, having obtained the LURC, the land being free from dispute and not distrained by any judgment enforcement (or the dispute must have been settled by dispute settlement author - ity), with the LUR: a) not being distrained for any judgment enforcement; b) still within the lease term of the state (with at least seven years’ land- use right remaining); c) not subject to interim injunction; and d) with no financial obligation pending. The transfer must be made in writing, notarised and registered. Otherwise, the lease - hold title is not assignable.
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