Factory transfer process in industrial parks

Transferring factory ownership within an industrial park is a common investment activity, particularly when enterprises undergo restructuring or expand their production scale. However, for the transfer process to be legal and efficient, both the transferor and transferee must strictly follow the proper procedures and meet all legal requirements. In this article, KTG Industrial outlines the full process for transferring factory ownership in industrial zones.

Factory transfer process in industrial parks

Step 1: Clearly identify the asset to be transferred

Accurately identifying the type of asset involved helps both parties save time and structure a practical and effective transfer plan. Each type of asset comes with different valuation methods and associated rights, so clear classification from the start is essential.

Before signing a formal agreement, both parties should determine which category the asset falls into:

Step 2: Sign preliminary agreements

Before entering into a formal transfer contract, both parties may sign preliminary agreements to demonstrate goodwill and establish mutual working principles. Common documents in this stage include:

Deposit Agreement:
This document represents the parties’ initial commitment to completing the transaction in the future. It typically includes:

• Signatures from all relevant parties
• Deposit amount
• Date of official contract signing
• Rights and obligations of each party during the waiting period

Memorandum of Understanding (MOU):
An MOU records the key points agreed upon during negotiations, including mutual rights, obligations, and specific conditions. While it may not carry binding legal force, it often serves a practical and mutually enforceable function.
Non-Disclosure Agreement (NDA):
This document protects confidential information and data related to the transaction from being disclosed to unauthorized third parties. The terms of the NDA can be customized by mutual consent, ensuring confidentiality throughout negotiations and the transfer process.
Letter of Intent (LOI):
The LOI expresses the transferee’s interest and intent to move forward with the formal agreement. It usually outlines objectives, scope, and preliminary conditions to facilitate ongoing negotiations.

Parties may choose to sign several of these preliminary documents before entering into the official transfer agreement.

Step 3: Factory site appraisal

A factory appraisal is not mandatory in all transactions but may be conducted based on the specific requirements of the transferee or the nature of the asset. In some cases, the buyer may request an appraisal even before signing preliminary agreements to ensure legal and financial safety. Below are the key elements to consider during the appraisal process:

1. Prepare documentation and asset list for appraisal

The transferor must provide complete and relevant documents to support the appraisal process, including:

• A detailed list of assets to be appraised (including both tangible and intangible assets)
• Land use rights certificate
• Factory ownership certificate
• Site layout plans and detailed architectural drawings
• Land lease or allocation agreement between the industrial park developer and the factory owner
• Proof of origin for equipment, machinery, and raw materials (if included in the transfer)
• Other relevant documents and records

2. Conduct the appraisal steps

The appraisal must be carried out by a licensed organization or company recognized by the State. The appraisal covers the following areas:

• Legal Appraisal: Verifies the legal status of the assets, ensuring no disputes exist and that the assets are eligible for transfer
• Financial Appraisal: Assesses the actual value of the assets to ensure alignment with accounting records and reflect true market value
• Physical Appraisal: Evaluates the current condition of the factory, machinery, and other related assets in terms of quality, quantity, and usage

Step 4: Obtain approval for factory transfer

Before proceeding with the transfer, the investor must complete the necessary approval procedures from both internal company authorities and the industrial park developer or Industrial Park Management Board (IPMB). This process consists of two main steps:

1. Submit notification and request for approval to the industrial park developer or IPMB

The factory investor must prepare and submit a formal request document stating:

• The reason for the transfer
• The purpose of the transfer
• Information related to the asset, land-use planning, and legal obligations

2. Review and appraisal by the industrial park management board

The IPMB will review the submission based on the following criteria:

• Suitability of the transferee with the industrial park’s zoning and permitted industries
• Fulfillment of financial obligations by the transferee to the industrial park
• Compliance with legal and operational requirements in accordance with current regulations

If all conditions are met, the IPMB will issue a formal approval for the transfer, in line with legal requirements.

The factory investor must obtain official approval from the Industrial Park Management Board before proceeding.

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Step 5: Sign the official transfer agreement

Once all preparation steps are complete and approvals have been granted, both parties will proceed to sign the official factory transfer contract.

The contract should clearly define the following:

• Rights and obligations of both parties: Clearly state the responsibilities, benefits, and specific commitments of both the transferor and the transferee
• Asset handover method: Detail how the assets will be handed over, including physical condition, legal documents, and any accompanying technical files
• Transfer timeline: Specify the deadline for completing the asset transfer and associated procedures
• Payment terms and methods: Clearly define the transfer value, payment method, payment schedule, and any conditions related to each installment
• Supplementary provisions: Include any additional agreements between the parties such as post-transfer support, dispute resolution mechanisms, and warranty conditions (if applicable)

Step 6: Notarize the factory transfer agreement

To ensure the legal validity of the factory transfer, both parties must have the transfer agreement notarized. If the agreement includes land use rights, the notarized content must fully reflect the transfer of land use rights along with the assets attached to the land (e.g., the factory).

The notarization process can be carried out at a notary office or a competent authority as prescribed by law. The parties may prepare their own contract or use a standard contract template provided by the notary office.

Both parties must notarize the factory transfer agreement.

Step 7: Register ownership of relevant assets

For assets that legally require ownership registration—such as land use rights, structures attached to land (factories), trademarks, etc.—the parties must complete the ownership transfer process.

The transferee is responsible for initiating the procedure to register changes in ownership of the land-attached assets in order to be issued a new Certificate of Land Use Rights and Ownership of Attached Assets in their name. Proper and complete execution of this step not only ensures legal rights for the transferee but also minimizes the risk of future disputes.

Land Ownership Change Registration Process:

1. Submit the application: The transferee submits the land use rights transfer application to the Land Registration Office.

2. Application review: The Land Registration Office reviews the validity of the documents. If approved, the file is forwarded to the tax authority to determine the financial obligations.

3. Fulfill financial obligations: The transferee pays applicable taxes and fees as instructed by the tax authority.

4. Confirm ownership change: The Land Registration Office updates the land use certificate with the new ownership details.

5. Update cadastral records: Changes are reflected in the official land registry.

6. Issue new certificate: A new Certificate of Land Use Rights and Attached Assets is issued under the transferee’s name.

Step 8: Update and re-sign agreements with the industrial park developer

At this stage, both parties must coordinate to complete all related procedures with the industrial park developer:

• Transferor (seller): Terminates land lease contracts and any ongoing service agreements within the industrial park. If there are outstanding debts with the developer, the transferor is responsible for clearing them before the transfer process is finalized.
• Transferee (buyer): Works with the developer to sign new agreements regarding land lease and the use of services and utilities within the industrial park.

Both parties must coordinate to complete relevant formalities.

Step 9: Apply for required licenses and certifications

Before commencing production or business activities, the transferee must complete all necessary license and certification applications as required by law. The specific licenses will depend on the enterprise’s business sector.

Some common required documents may include:

• Investment Registration Certificate
• Environmental Permit
• Fire Prevention and Fighting Design Approval Certificate (PCCC)
• Other relevant licenses based on industry

Key conditions for factory transfer in industrial parks

Conditions for transferring an investment project

According to Clause 1, Article 46 of the Investment Law 2020, an investor is entitled to transfer all or part of an investment project if the following conditions are met:

• The project or portion of the project to be transferred is not subject to termination.
• The foreign transferee must meet the conditions stated in Clause 2, Article 24 of the Investment Law, especially regarding investment forms such as capital contribution, share purchase, or equity acquisition.
• If the transfer involves land use rights, it must comply with the Land Law, including regulations concerning any assets attached to the land.
• If the project relates to residential construction or real estate business, it must satisfy conditions set forth in the Housing Law and Real Estate Business Law.
  The transfer must adhere to the conditions outlined in the investment policy approval, investment registration certificate, or other relevant legal regulations.
• For state-owned enterprises, before adjusting the investment project for transfer, they must comply fully with regulations on managing and utilizing state capital in business operations.

Both the transferor and transferee must thoroughly understand the conditions specified in the Investment Law.

Conditions for the transferor

According to Clause 1, Article 46 of the Land Law 2024, a factory investor in an industrial park may sell or transfer the facility if the following conditions are met:

• The factory has been legally constructed in compliance with current laws.
• The investment project has been granted a Certificate of Land Use Rights and is not subject to any seizure, dispute, or legal restriction on transactions.
• The factory has been constructed according to an approved detailed master plan by the competent authority.

Conditions for the transferee

According to Clause 2, Article 46 of the Land Law 2024, when purchasing or receiving a factory transfer, the transferee must meet the following requirements:

• Have adequate financial capacity to implement the investment project.
• Operate in a business sector that is consistent with their registered activities.
• Must not have violated land regulations in any previously implemented investment projects.

In addition, for the transfer of factory buildings within industrial zones to be legally recognized, the construction must be completed in accordance with legal regulations. The factory completion procedure not only certifies that the factory has been built according to approved designs and meets technical standards, but also serves as a mandatory condition for lawful use and transfer.

The transferee must demonstrate sufficient financial capacity for project implementation

What are the steps in the factory transfer process in an industrial park?

The procedure for transferring a factory in an industrial park involves the following steps:

Step 1: Prepare the Dossier
Prepare a complete set of documents required for factory transfer within the industrial park, in accordance with legal regulations.

Step 2: Submit the Request
Send a written proposal to the Industrial Park Management Board requesting approval for the transfer of all land-attached assets, along with land use rights. The document must clearly state the reasons for the transfer and the intended purpose of the transferee.

Step 3: Receive Approval Document
Upon review, if the documents are valid and the rationale is justified, the Industrial Park Management Board will issue written approval for the transfer.

Step 4: Sign Relevant Contracts
Once approval is granted, both parties will proceed to sign the following contracts:

• Asset Transfer Contract (for land-attached assets)
• New Land Lease Contract between the transferee and the industrial park infrastructure company
• Land Lease Termination Contract between the transferor and the infrastructure company

All contracts must be notarized or certified in accordance with legal regulations.

Step 5: Complete Legal Procedures

• The transferor submits a request to the Industrial Park Management Board to terminate the existing investment project.
• The transferee submits a new application to obtain an Investment Registration Certificate for the transferred project.

Factory transfer documentation in industrial parks

To ensure a smooth and legally compliant transfer of factory ownership within an industrial park, complete documentation is essential. According to Clause 2, Article 7 of Circular 33/2017/TT-BTNMT, the transfer dossier must include the following documents:

Required documents from the transferor

• Land lease agreement within the industrial park
• Certificate of Land Use Rights
• Written approval of the transfer from the industrial park infrastructure developer
• Investment Registration Certificate (IRC) or investment policy approval letter
• Construction permit for the factory (if applicable)
• Approved master plan for the factory (if applicable)
• Land and land-attached asset transfer registration form
• Power of attorney (if a representative is handling the procedures)

Required documents from the transferee

• Investment Registration Certificate (IRC)
• Official approval letter from the competent authority allowing project acquisition
• Receipts for taxes, fees, and other related payments (if applicable)
• Financial statements or documentation proving financial capacity (if applicable)

Note: The factory transfer contract in an industrial park must be notarized according to current legal regulations.

The transferee must hold a valid Investment Registration Certificate (IRC).

Frequently asked questions about factory transfers

What costs are involved in transferring a factory?

When transferring a factory in an industrial park, costs may vary depending on the nature of the assets and terms agreed between parties. However, some fees are typically mandatory, including:

• Registration fee (0.5%)
• Value Added Tax (VAT – 10%)
• Land administration fee
• Notarization fee
• Personal income tax or corporate income tax (depending on the party and current tax laws)

What happens to the land use rights during a factory transfer?

How land use rights are handled depends on the type of property being transferred and the contract terms. In most cases, both the factory and land use rights are transferred together. Below are two common scenarios based on land lease types:

Scenario 1: One-time payment for industrial land lease

• If the factory owner has paid the land lease in full for the entire lease term, they may transfer both the land use rights and the attached factory structure.
• The transferee will receive full rights to both assets upon completion of the transfer contract.

Scenario 2: Annual payment for industrial land lease

• In this case, the land use rights cannot be transferred. The transferor may only:
  • Transfer assets attached to the land (i.e., the factory)
  • Transfer the right to lease the land under the existing lease contract

Details:

• The transferee of the land-attached assets continues leasing the land from the industrial park developer
• The transferee of the lease inherits the full rights and obligations of the original land lease agreement

If the transaction does not include land lease rights, the transferee only owns the factory, while the land lease remains under the transferor’s name, who continues to fulfill the financial obligations to the State.

Is transferring a factory in an industrial park or export processing zone legal?

Yes. According to the Land Law 2013, transactions involving assets attached to land leased from the State are clearly defined and legally permissible. Therefore, businesses can legally transfer factories in industrial parks or export processing zones, provided they fully comply with applicable legal conditions.

Conclusion

The above is a comprehensive overview of the factory transfer process in industrial parks, provided by KTG Industrial. Understanding the legal procedures and preparing all necessary documents and conditions in advance will help businesses save time, reduce costs, and minimize legal risks.

If you are considering buying or transferring a factory, take the time to thoroughly research the process—or consult a professional legal advisor to ensure smooth and lawful execution.