The Company Financing Office Construction On Leased Land May Be Recognized As The Project Owner

Where a company leases land from an individual to construct an office, a key legal issue is determining which party is responsible for the statutory procedures applicable to the completed construction works. The project owner is not necessarily the person holding the land use rights. Rather, the determination should be based on the party that actually finances and undertakes the construction investment, subject to the applicable legal requirements.

1.     The Project Owner Is Responsible for Acceptance of the Construction Works

Clause 3, Article 57 of the Law on Construction No. 135/2025/QH15 provides that the project owner is responsible for organizing the acceptance of construction works. Organizations and individuals participating in the acceptance process are responsible for the products and work for which they provide acceptance confirmation. For acceptance of completed construction works, Clause 1, Article 24 of Decree No. 207/2026/ND-CP requires the project owner, before putting the works into operation, to organize and directly participate in the acceptance of all completed work items and construction works once the statutory conditions are satisfied.

The statutory responsibility for acceptance is therefore linked to the status of the project owner rather than simply to ownership of the underlying land use rights. Accordingly, the fact that an individual holds the land use rights does not, by itself, make that individual responsible for accepting construction works financed and developed by a company on leased land.

2.     The Company Financing the Office Construction May Be the Project Owner

Article 9 of the Law on Construction No. 135/2025/QH15 sets out the rules for determining the project owner according to the relevant form of investment. For projects that do not fall within the scope of public investment, public-private partnership investment, or investment projects subject to investor selection or approval requirements under investment law, Clause 4, Article 9 identifies the project owner as the organization or individual that provides the capital or is assigned responsibility for organizing, managing and using capital for construction investment.

Accordingly, where a company leases land from an individual and directly finances the construction of an office for its business operations, the company may be recognized as the project owner if the statutory requirements are satisfied. The fact that the lessor continues to hold the land use rights does not, by itself, confer project-owner status on that individual in respect of construction works financed by the company. The determination should, however, be verified against the investment and construction records, land lease agreement, source of funds and other relevant legal documents.

Once recognized as the project owner, the company is responsible for organizing and directly participating in the acceptance of the completed construction works before they are put into operation, as required by construction law.

3.     Acceptance of Completed Construction Works Is Subject to Statutory Conditions

Under Clause 1, Article 24 of Decree No. 207/2026/ND-CP, the project owner may organize acceptance of completed construction works before putting them into operation only after the prescribed conditions have been satisfied.

These conditions include completion of the works in accordance with the approved construction design; completion of acceptance procedures for construction activities, components and stages; compliance of testing, monitoring, inspection, assessment and commissioning results with the technical requirements of the design; and compliance with applicable requirements on fire prevention and fighting, rescue, environmental protection and other relevant sector-specific regulations.

Article 24 also provides for the acceptance and operation of completed portions of a construction project where the relevant statutory conditions are met, as well as specific requirements applicable to conditional acceptance.Accordingly, the concept of “completion” as commonly understood should be distinguished from the statutory acceptance of completed construction works. Acceptance is the formal assessment of whether the works satisfy applicable requirements relating to quality, design, technical standards and other legal requirements before being put into operation.

For construction works subject to inspection of acceptance activities by the competent specialized construction authority, the project owner must also comply with the inspection procedures under Article 27 of Decree No. 207/2026/ND-CP.

4.     Land Use Rights and Project-Owner Status Are Separate Legal Concepts

The foregoing provisions demonstrate that land-use rights and project-owner status are legally distinct. Where a company leases land to construct an office and directly finances the construction, the company may qualify as the project owner under Clause 4, Article 9 of the Law on Construction No. 135/2025/QH15. In that capacity, the company is responsible for organizing and directly participating in the acceptance of the completed construction works in accordance with Clause 1, Article 24 of Decree No. 207/2026/ND-CP.

The precise determination of project-owner status should nevertheless be based on a review of the construction investment records, land use rights lease agreement, source of investment capital, approved construction design, construction permit or applicable exemption, and other relevant legal documents. Identifying the correct project owner at the outset is important in determining the parties’ respective responsibilities throughout construction, acceptance and the subsequent operation of the works.

Legal Basis: Clause 4, Article 9 and Clause 3, Article 57 of the Law on Construction No. 135/2025/QH15; Articles 22, 23, 24 and 27 of Decree No. 207/2026/ND-CP; Circular No. 32/2026/TT-BXD.

Legal Counsel: Lawyer Lê Hà My – MY LEGAL COUNSEL

Compiled and Edited by: Phan Kim Hoàng

Source: This article is based on and adapted from the legal advice provided by Lawyer Lê Hà My to Tuổi Trẻ newspaper.

Original Article: https://tuoitre.vn/thue-dat-xay-van-phong-cong-ty-ai-dung-ten-hoan-cong-20250114090337858.htm.