Delivering Opening speech at the Forum, Ms. Cao Thi Phi Van – Deputy Director of Investment & Trade Promotion Centre of Ho Chi Minh City (ITPC) emphasized that the ILS Forum serves as a vital policy dialogue channel for the City, maintained with the commitment to “listen comprehensively, understand accurately, and resolve decisively” the legal impediments faced by investors. The year 2025 marks the period when Ho Chi Minh City enters the implementation phase of many new policies, laws, and decrees related to land, investment, social housing, industrial zone development, and the green transition. Consequently, the need for updating, interpretation, and implementation guidance concerning these legal regulations has become even more imperative.

From the perspective of the investment promotion agency, she stated that many infrastructure investors and manufacturing enterprises continue to face difficulties in land access; executing procedures for investment policy approval and site clearance; implementing models for green industrial zone, integrated industrial – urban – service zones; as well as applying incentive mechanisms and providing housing for workers. Through the Forum, ITPC aims to create a platform for substantive exchange among investors, legal experts, and management agencies, thereby documenting specific recommendations to build an investment environment that is secure, transparent, and highly predictable. She affirmed that ITPC will coordinate closely with VIAC to listen and fully compile the enterprises' feedback from the Forum, report to the Ho Chi Minh City People's Committee, and propose solutions to improve procedures, shorten processing time, and enhance the quality of support services for investors.

Following up, in the Welcome speech, Prof. Dr. Le Hong Hanh – President of the Vietnam International Arbitration Centre (VIAC), stated that industrial zones and export processing zones have consistently been vital drivers of economic growth. In Ho Chi Minh City, the merger of three major provinces/cities is assessed to provide the City with numerous favorable conditions to develop and upgrade its industrial zone system. However, reality shows that projects still encounter many obstacles, particularly concerning legal issues. Beyond the general bottlenecks related to mechanisms and investment procedures, legal challenges also stem from transactions between the entities involved in the projects. These bottlenecks frequently result in disputes, causing investors to incur unwarranted damages and simultaneously diminishing the appeal of industrial real estate projects.

Prof. Dr. Le Hong Hanh assessed that industrial real estate still holds significant development potential, but to effectively exploit this segment, agencies, organizations, investors, and businesses must engage in close coordination and mutual support. Regarding Investment Legal Support Forum 2025, Prof. Dr. Le Hong Hanh emphasized that it is a practical platform where investors can openly discuss and exchange views with experts and consultants, to identify solutions to legal issues and disputes arising during the implementation of industrial park projects in particular, and investment projects in general. By focusing on two project types, technical infrastructure and social infrastructure in industrial zones, he expressed optimism that this year's Forum will generate reasonable recommendations that positively support the investor community and the City authorities in removing legal impediments, thus paving the way for the establishment of a safer and more transparent investment environment in the future.

***

The Forum comprised two in-depth dialogue sessions, focusing on two major groups of issues: (i) investment in industrial infrastructure projects; and (ii) investment in social infrastructure in industrial zones, with an emphasis on worker housing and social housing.

Specifically, Session 1 focused on analyzing legal regulations and the practical implementation of investment, operation, and exploitation of industrial infrastructure. The session was moderated by Ms. Hoang Nguyen Ha Quyen – Managing Partner of LNT & Partners, VIAC's Arbitrator, Deputy Director of Vietnam Mediation Centre (VMC), and the panel of speakers included (i) Mr. Sam Conroy – President of Australian Chamber of Commerce Vietnam (AusCham Vietnam); (ii) Mr. Seck Yee Chung – Vice President of Singapore Chamber of Commerce Vietnam (SingCham Vietnam); (iii) Mr. Bui Van Thanh – Director of New Sun Law Firm, Vice President of Vietnam Industrial Park Finance Association (VIPFA), VIAC's Arbitrator, VMC's Mediator; and (iv) Ms. Ngo Thi Van Quynh – Managing Partner of AN Legal Law Firm.

Session 1 commenced with a dialogue featuring investor representatives. From the perspective of Singaporean investors, Mr. Seck Yee Chung – Vice President of the Singapore Chamber of Commerce Vietnam (SingCham Vietnam) shared that Singaporean enterprises engage in the industrial real estate sector flexibly through both forms as direct investment in infrastructure development and sub-leasing land/infrastructure for project implementation. However, he noted that this remains dependent on the enterprise's strategy for expanding operations in Vietnam. Analyzing further, he stated that the direct investment model offers significant long-term advantages due to strong government incentive policies, citing VSIP – a joint venture model with a state-owned enterprise – as a typical model that receives clear and notable facilitation.

Additionally, the opportunity to integrate multiple real estate components within the industrial zone, aiming for multi-functional urban development – a recognized strength of Singaporean enterprises – renders this model more attractive to investors. Nevertheless, complex, time-consuming legal procedures and the lack of inter-agency coordination still pose significant challenges for investors. In contrast, if an enterprise chooses to lease land/infrastructure, the complex legal formalities are typically completed by the industrial zone developer, resulting in a shorter project implementation timeframe. Combined with the existing infrastructure and industrial zone ecosystem, this model is particularly suitable for small and medium-sized manufacturing enterprises. However, Mr. Chung cautioned that investors in this model would be substantially reliant on the operational capabilities of the industrial zone developer and would face risks regarding lease duration, especially if the lease expiration coincides with the overall land-use term of the entire industrial zone.

Representing the Australian Chamber of Commerce in Vietnam (AusCham Vietnam), Mr. Sam Conroy – President of AusCham Vietnam – also agreed that legal inconsistencies and administrative procedures constitute the most significant challenges for foreign investors participating in industrial zone projects. The protracted licensing process, involvement of numerous agencies, and occasional divergent interpretations of regulations lead to a lack of predictability and increase the costs associated with project delays. The scarcity of suitable land funds, especially for specialized manufacturing sectors such as maritime, prevents many Australian enterprises from expanding or developing according to their strategic plans, thereby reducing the attractiveness for long-term investors. Additionally, limitations concerning technical infrastructure and logistics connectivity which are particularly crucial for export manufacturing businesses increase operating costs and diminish competitive capacity.

In reference to investment models, President of AusCham Vietnam noted certain similarities between Australian and Singaporean investors. Australian enterprises prioritize models that offer high levels of control and transparency, with the 100% FDI model being the primary choice. Furthermore, integrated industrial zone – urban – service areas are highly valued by Australian investors as the demand for support services continues to grow. He also shared that a group of Australian enterprises is beginning to show interest in the PPP/BOT models for port logistics and infrastructure projects. This indicates an expansion in the investment portfolio, aligning with the “Vietnam's marine economy to 2030, with a vision to 2045” strategy, thus unlocking significant potential for exports and employment.

Responding to and exchanging views with the investors, the dialogue session continued with insights shared by Mr. Bui Van Thanh – Director of New Sun Law Firm, Vice President of Vietnam Industrial Park Finance Association (VIPFA), VIAC's Arbitrator, VMC's Mediator. From the perspective of legal research and practical implementation, Mr. Thanh assessed that infrastructure development investors typically desire to implement long-term investment projects within industrial zones. However, the current legal framework still presents numerous shortcomings related to land access capability and extending the land use term. Concurrently, the procedure for investment project approval remains complex and is subject to varied adjustments across different localities.

Regarding the project implementation process, Mr. Thanh expressed solidarity with the investors, noting that practice shows that this process also faces numerous issues, leading to protracted project timelines and delays. For instance, the industrial zone fails to carry out land recovery and site clearance in a timely manner, preventing the investor from proceeding with development; the investor is slow in implementing infrastructure, hindering the industrial zone authority’s ability to attract secondary investors; unclear delineation of responsibilities among the parties results in the emergence of conflicts.

Following the response by Mr. Bui Van Thanh, Ms. Ngo Thi Van Quynh – Managing Partner of AN Legal Law Firm also offered highly practical insights regarding legal impediments encountered when implementing investment through the form of leasing land, industrial zone infrastructure. Drawing on her experience working with investors in industrial zone infrastructure projects, Ms. Quynh identified several issues that enterprises must pay particular attention to before committing to investment. She noted that the parties leasing land within an industrial zone, in addition to investors carrying out manufacturing projects, also include real estate investors (building factories for lease, warehousing services, and goods storage). Therefore, the sub-leasing of land within an industrial zone can encounter risks related to the consistency of information within the industrial zone's land records. This, in turn, can lead to situations where an investor is denied procedural completion even after receiving in-principle approval from the infrastructure developer

Furthermore, some investors who have paid one-off land rental or infrastructure fees to the IDC mistakenly believe they have “purchased” the land and therefore do not face the risk of land revocation, when in reality, the local management authority still reserves the right to reclaim the land if the project schedule fails to meet requirements. Ms. Quynh also noted that although new legislation permits the transfer of land lease rights within industrial zones in certain cases, the actual execution still requires the involvement of the infrastructure developer and must be processed through the procedure of lease agreement termination, while  inheriting the rights and obligations under the existing lease agreement rather than the application of a conventional transfer contract. Ms. Quynh recommended that investors thoroughly review information regarding the synchronization of planning, environmental compliance, and project schedule from the outset; they must also work closely with the infrastructure developer and regulatory authorities to mitigate legal risks throughout the project lifecycle.

Based on their analysis, Mr. Bui Van Thanh and Ms. Ngo Thi Van Quynh also pointed out several types of disputes expected to arise more frequently in the near future. According to Mr. Thanh, the lack of standardization in industrial zone land/infrastructure sub-lease contracts, coupled with sharp increases in rent due to inflation, will lead to a surge in disputes over land/infrastructure sub-lease contracts and those related to land rent fees. Ms. Quynh also predicted an increase in dispute cases related to site clearance, compensation due to delayed handover of clear land, and inconsistent valuation of compensation between the infrastructure developer and the authorities. To mitigate risks and protect investors' interests when investing in industrial zone infrastructure, the two speakers offered several recommendations. They particularly emphasized the need for a legal due diligence check on the infrastructure developer before signing the sub-lease contract, and purchasing legal risk insurance. When negotiating the sub-lease contract, they advised using a standardized contract template and adding protective clauses such as expanded force majeure conditions, automatic progress extension clauses, and comprehensive contract dispute resolution clauses.

Moving to Session 2, the Forum focused on analyzing the legal framework, updating regulations, and the practical implementation of investment in social infrastructure in industrial zones. The session was moderated by Mr. Chau Viet Bac – Deputy Director of Vietnam International Arbitration Centre (VIAC) - Ho Chi Minh City Branch with the participation of the following speakers: (i) Mr. Jeong Ji Hoon – Vice President of Korean Chamber of Commerce in Vietnam (KOCHAM); (ii) Mr. Motohisa Nakagawa – Vice President cum Head of Business Environment Department of Japanese Business Association of Ho Chi Minh City (JCCH); (iii) Mr. Nguyen Gia Huy Chuong – Managing Partner of Global Vietnam Lawyers, Vice President of Ho Chi Minh City Young Business Entrepreneurs Association (YBA); (iv) Ms. Vu Thi Que – Chairwoman and Partner of Rajah & Tann LCT Lawyers.

Opening the session, Mr. Jeong Ji Hoon – Vice President of Korean Chamber of Commerce in Vietnam (KOCHAM) provided extensive data and assessments regarding Korean investors' engagement in industrial zone social infrastructure projects. He noted that amidst a rapidly growing labor force and severely limited access to housing for workers, the need to develop social infrastructure in industrial zones is becoming urgent. Currently, Vietnam has over 430 industrial zones in operation, with more than 4.1 million workers, yet 70-80% of workers requiring housing still rely on spontaneous, self-arranged accommodation due to the significant shortfall in social infrastructure. Many industrial zones only minimally meet the needs for education, healthcare, and cultural activities, placing substantial pressure on local authorities and affecting the workers' quality of life. Citing large industrial park developers like VSIP, Becamex, and Deep C, he assessed that industrial park investors in Vietnam have a strong capabilities for infrastructure deployment. However, the social infrastructure segment remains less appealing due to low profitability, slow cash flow, and a lack of policy synchronization. He emphasized that after more than two years of implementation, the VND 120,000 billion credit package for social housing has only disbursed approximately 2%, clearly reflecting the persistent legal and procedural hurdles and loan condition complexities.

Additionally, issues concerning the allocation of land funds within the industrial zone boundary, along with the protracted and overlapping approval procedures among different laws, also impede project progress. Regarding proposals, the KOCHAM representative suggested that Vietnam needs to continue reviewing and perfecting the legal mechanism, making it more stringent and detailed while ensuring its feasibility and reasonableness for implementation. This scope includes issues related to financial incentives, land funds, and planning. The Association also proposed increasing the application of the PPP model and utilizing digital transformation in project review and management to effectively and sustainably promote the development of social infrastructure linked to industrial zones.

Following the dialogue by the KOCHAM representative, Mr. Motohisa Nakagawa – Vice President cum Head of Business Environment Department of Japanese Business Association of Ho Chi Minh City (JCCH) stated that investing in the social housing segment for workers generally constitutes a promising but highly challenging direction in industrial zone infrastructure development. The JCCH representative argued that, regarding worker housing, one of the most significant barriers lies in the scope of permitted investor participation. Under current regulations, only industrial zone infrastructure developers and certain manufacturing enterprises within the industrial zone are authorized to implement this type of project. He suggested that the door should be opened up for more investors to participate in worker housing projects, as limiting the investment entities inevitably is limiting the foundation of the fund for the development of the housing for workers.

Besides, Japanese investors also face difficulties due to the lack of clear guidelines regarding the rental price framework for worker housing. Although the Provincial People's Committee is the approving authority for this price framework, there are no sufficiently clear criteria for determining and appraising this specific price level. This lack of "predictability" in the approval mechanism exposes investors to risks when calculating financial viability, leading to reluctance in making investment decisions. Also in his presentation, Mr. Nakagawa shared that concerning the PPP model, the core issue remains the predictability and enforceability of the legal framework. This difficulty is not limited to worker housing; for other PPP infrastructure projects, Japanese investors consistently face the challenge that although regulations exist, their application varies, making procedures complex and protracted, thus directly affecting the project feasibility. He concluded that if this issue is improved, it would be a crucial factor in attracting more Japanese investors to participate in developing worker housing and PPP projects in Vietnam.

Based on their analyses, Mr. Jeong Ji Hoon and Mr. Nakagawa Motohisa emphasized that only when the institutional system is genuinely stable, transparent, and capable of protecting the legitimate interests of all parties, can the private sector engage substantially in the development of social infrastructure in industrial zones – a crucial component that lays the foundation for sustainable growth, labor welfare, and the competitive capacity of Vietnam’s investment environment.

From a legal standpoint, Ms. Vu Thi Que – Chairwoman and Partner of Rajah & Tann LCT Lawyers observed that besides the model of worker accommodation facilities within the industrial zone, and in order to circumvent land scarcity limitations, the construction of social housing outside the industrial zone for worker rental is emerging as a preferred approach. This option offers certain advantages for investors, especially when the investor is a real estate enterprise. Specifically, if the investor is a manufacturing enterprise with a large labor requirement, they can actively invest in worker housing or collaborate with a real estate enterprise to develop social housing. Conversely, for real estate enterprises, investing in worker housing is not feasible as they are not among the entities permitted to do so; therefore, they can only develop social housing projects.

Also according to Ms. Que, the issue of investing in social housing continues to face numerous risks spanning almost all project phases. She stated that despite the existence of a pilot mechanism under Resolution No. 201/2025, accessing land allocated by the State still incurs significant delays due to complex procedural requirements. Meanwhile, the land allocated for social housing within commercial housing projects, although seemingly “available”, is often subject to implementation delays by the commercial developers. Enterprises developing social housing also lack many viable options for capital sourcing, while the loan conditions for preferential credit packages are often difficult to satisfy. Furthermore, social housing and worker housing projects are still required to undergo the full process of a conventional real estate project. Given that the profit margin for social housing is capped at only 10%, any delay in implementing housing for industrial park workers or social housing projects can result in significant losses for investors. Ms. Que also added that in many locations, the land allocated for social housing investment is inadequate and misaligned with the pace of urbanization and actual demand for residential land, which reduces its exploitability and attractiveness to buyers. Activities related to disseminating information to the eligible purchasing demographic are also negatively impacted by regulations concerning marketing and sales expenditure caps.

Based on her analysis, Ms. Que recommended that investors must proactively manage legal risks starting from the project preparation phase; involving meticulously reviewing the land fund, legal conditions, and working transparently with regulatory authorities as well as commercial project developers. Simultaneously, enterprises need to secure appropriate financial resources. They should not automatically assume that social housing or worker housing projects “will always sell out quickly” but rather must invest in quality to effectively reach the beneficiary groups.

Sharing insights from a legal perspective, Mr. Nguyen Gia Huy Chuong – Managing Partner of Global Vietnam Lawyers, Vice President of Ho Chi Minh City Young Business Entrepreneurs Association (YBA) observed that social infrastructure projects receive significant attention from central and local authorities, yet they remain unattractive due to legal inconsistencies, coupled with challenges related to achievable profit margins. Specifically concerning the worker housing segment, these projects primarily operate under a rental model, directly tied to the labor relations within the industrial zone, and do not establish ownership rights for the occupants. This limitation leads to substantial challenges in attracting investment, particularly as the worker housing model demands synchronized technical and social infrastructure, operates within the strictly regulated planning space of the industrial zone, and heavily relies on the coordination capacity among the infrastructure developer, the manufacturing enterprise, and the local authorities.

Mr. Chuong noted that the Law on Housing 2023 and Decree 100/2024/ND-CP have recognized the concept of and established specific regulations governing “worker housing in industrial parks”; however, detailed guidance is still lacking. For this reason, investors encounter greater difficulties when implementing worker accommodation projects. Mr. Chuong highlighted several challenges related to preparing documentation for investment policy approval, under which enterprises must meet mandatory requirements regarding planning, infrastructure, security, and environment. However, current guiding regulations issued by relevant ministries and sectors remain inconsistent, and enterprises also face difficulty in determining the competent authority for project policy approval.

Against the backdrop of the merger of administrative boundaries, Mr. Chuong also provided analysis on the mechanism for determining and adjusting the rental price of worker housing within industrial parks, while offering recommendations on the feasibility of applying this unit price as Ho Chi Minh City expands. Mr. Chuong emphasized that worker housing projects are a necessary requirement for the sustainable development of industrial zones. Therefore, to attract investment and build confidence among enterprises, local authorities must establish mechanisms that guarantee investor rights and mitigate risks. Furthermore, incentives and procedures must be made more feasible and favorable.

Some photos of the Forum