The Vietnamese aircraft leasing and finance market has witnessed significant growth in recent years. With increasing demand for air transport and expansion plans for airlines such as Vietnam Airlines, VietJet Air, and Bamboo Airways, aircraft leasing has become an optimal solution to quickly meet market demand without requiring substantial initial capital investment.

According to statistics, over 70% of the aircraft currently in operation in Vietnam are leased from international aircraft leasing companies. This trend is expected to continue through 2025 as Vietnamese airlines expand their international and domestic flight networks.

https://vneconomy.vn/nganh-hang-khong-viet-nam-chu-dong-xay-dung-chien-luoc-chuyen-doi-xanh-nang-cao-nang-luc-canh-tranh-quoc-te.htm

Understanding the legal framework for aircraft leasing and financing in Vietnam is a key factor for airlines, legal experts, and investors:

• Ensure full compliance with domestic and international legal regulations
• Optimize transaction structures to achieve the highest financial and operational efficiency
• Minimize legal risks and disputes that may arise during contract implementation
• Maximize benefits and opportunities from international treaties to which Vietnam is a party
• Key changes in regulations for 2025

The year 2025 marks several notable changes in regulations governing aircraft leasing and finance in Vietnam:

• Updating the Civil Aviation Law with new provisions on aircraft registration rights
• Amendments to regulations on the approval of aircraft leasing contracts from foreign countries
• Simplification of aircraft leasing registration procedures under the new Decree
• Strengthening environmental protection regulations and carbon emissions reduction measures
• Adjusting tax policies related to international aircraft leasing activities

III. Legal Framework for Aircraft Leasing in Vietnam

The Civil Aviation Law of Vietnam and Related Decrees

The Civil Aviation Law of Vietnam serves as the primary legal framework governing aircraft leasing and financing activities. This law specifically stipulates:

• Conditions and procedures for aircraft registration
• Technical safety requirements for aircraft entering service
• Procedures for approving aircraft leasing contracts from foreign countries
• Rights and obligations of the parties in aircraft leasing contracts

Decrees and circulars also play a crucial role in further specifying the provisions of the Law, including:

• Decree on aircraft registration and nationality
• Circular guiding flight conditions and flight permits
• Regulations on mandatory aviation insurance
• https://luatminhnguyen.com/doanh-nghiep/nganh-nghe-kinh-doanh-vi/hang-khong/huong-dan-ve-luat-hang-khong-dan-dung-viet-nam-2025/

International treaties in force in Vietnam (Cape Town Convention)

Vietnam’s accession to the Cape Town Convention and the Protocol on Specific Issues Relating to Aircraft Equipment has established an important international legal framework, bringing numerous benefits:

• Protecting the interests of lessors and financial institutions
• Establishing an international registration system for rights in movable property
• Reducing financial costs by minimizing risks for lessors
• Clarifying remedies in case of contract breaches

The role of the Civil Aviation Authority of Vietnam (CAAV)

CAAV plays a crucial role in managing aircraft leasing and financial activities:

• Reviewing and approving aircraft leasing contracts
• Issuing and managing aircraft registration certificates
• Monitoring compliance with technical safety regulations
• Coordinating with international aviation authorities
• Issuing specific regulations and guidelines for the operation of leased aircraft

Comparing with international and regional regulations

Vietnam’s regulations on aircraft leasing and finance have gradually aligned with international practices; however, there are still some differences:

• The approval process for lease contracts in Vietnam typically takes longer than in other countries in the region
• Higher localization requirements for crew members on long-term leased aircraft
• Tax regulations for aircraft leasing activities have certain unique features
• Customs procedures and temporary importation for leased aircraft remain complex

III. Common forms of aircraft leasing

Dry Lease (dry charter): Definition, characteristics, and legal requirements

A dry lease is a type of lease where the lessor only provides the aircraft, excluding the flight crew. Key characteristics of this form:

• The lease term typically ranges from 2 to 12 years
• The lessee is responsible for maintenance, insurance, and operation of the aircraft
• The aircraft is typically registered under the lessee’s nationality
• Suitable for long-term fleet development strategies

Legal requirements for Dry Lease in Vietnam:

• The lease agreement must be approved by the Civil Aviation Authority of Vietnam (CAAV)
• The aircraft must be registered under the nationality of Vietnam or maintain foreign registration under special conditions
• The lessee must hold an Air Operator Certificate (AOC)
• Comply with maintenance regulations in accordance with CAAV standards

Notably, VietJet Air leases the majority of its Airbus A320 and A321 fleet under this arrangement.

Wet Lease (wet lease): Definition, characteristics, and legal requirements

Wet Lease is a form of lease where the lessor provides both the aircraft and the crew. Key features:

• Short lease term, typically ranging from a few months to two years
• The lessor retains responsibility for the operation and maintenance of the aircraft
• The aircraft typically retains the lessor’s national registration
• Suitable for temporary capacity increases or peak seasons

Legal requirements for Wet Lease in Vietnam:

• Must be approved by CAAV prior to implementation
• The lessor must hold a valid Air Operator Certificate (AOC) recognized by CAAV
• Comply with safety standards as specified by ICAO and CAAV
• Foreign pilots must be licensed to fly in Vietnam
• Limited lease duration, typically not exceeding 24 months

Bamboo Airways previously leased Boeing 787-9 aircraft from GECAS under this arrangement. https://nhadautu.vn/giai-ma-hinh-thuc-thue-may-bay-dang-duoc-cac-hang-hang-khong-viet-nam-tin-tuong-lua-chon-d31889.html

Damp Lease (wet lease): Explanation and application in Vietnam

Damp Lease is an intermediate form between Dry Lease and Wet Lease:

• The lessor provides the aircraft and pilots but does not include cabin crew.
• The lessee is responsible for providing cabin crew and part of the operational tasks
• Maintenance responsibilities typically belong to the lessor

In Vietnam, Damp Lease is commonly applied in the following cases:

• Newly established airlines that do not yet have enough pilots
• Introducing a new aircraft type into operation without sufficient trained pilots
• Temporary leasing to meet peak season demand

Sale and Leaseback: Mechanism and Benefits

Sale and Leaseback is a financial mechanism where an airline sells an aircraft to a leasing company and then leases it back:

• Helps the airline free up initial investment capital
• Improves financial ratios on the balance sheet
• Transfer the risk of aircraft depreciation to the leasing company
• Take advantage of tax benefits in certain cases

In Vietnam, many airlines have successfully implemented this model:

• Vietnam Airlines has implemented this with some Boeing 787 and Airbus A350 aircraft
• VietJet Air has widely applied it to its fleet of Airbus A320/A321 aircraft
• Bamboo Airways has also implemented this with some aircraft in its fleet

https://tapchitaichinh.vn/tien-dau-de-flc-va-vietjet-mua-duoc-nhieu-may-bay.html

IV. Aircraft leasing procedures in Vietnam

Approval process from CAAV

The aircraft leasing approval process in Vietnam includes the following steps:

• Submit an application for approval of the aircraft leasing contract to CAAV
• CAAV reviews the application, including an assessment of the lessee’s operational capabilities
• Review compliance with technical safety standards
• Assess the technical condition of the leased aircraft
• Approval or rejection of the lease contract based on the review results

Approval timeframe:

• 15-30 working days for Dry Lease
• 7-15 working days for Wet Lease
• May be shortened in case of emergency or special requirements

Required documents and materials

To obtain approval for an aircraft lease contract, airlines must prepare the following documents:

• Application for approval of the aircraft lease contract
• Copy of the lease agreement (draft or signed)
• Detailed information about the aircraft (manufacturer, type, registration number, year of manufacture)
• Operational and maintenance history of the aircraft
• Information about the lessor and the lessor’s AOC certification (for Wet Lease)
• Operational plan for the aircraft after lease
• Aircraft registration certificate and airworthiness certificate
• Financial capability documentation of the lessee

Aircraft nationality registration and registration transfer

The aircraft nationality registration process in Vietnam includes:

• Submitting the aircraft registration application to CAAV
• Providing a certificate of deregistration from the previous country (if applicable)
• Submit documents proving ownership or lease of the aircraft
• Technical inspection of the aircraft by CAAV’s inspection team
• Issuance of the aircraft registration certificate with Vietnamese nationality

For cases of registration transfer from abroad to Vietnam:

• Close coordination between Vietnamese and foreign aviation authorities is required
• The process typically takes 2-4 weeks
• A full technical inspection must be conducted prior to the transfer
• Vietnamese technical and safety standards must be applied

https://dichvucong.gov.vn/p/home/dvc-tthc-thu-tuc-hanh-chinh-chi-tiet.html?ma_thu_tuc=2049

Taxes and customs duties for leased aircraft

Tax and customs issues related to leased aircraft in Vietnam include:

• Import tax: Temporary leased aircraft are typically exempt from import tax
• Value-Added Tax (VAT): A 10% rate applies to lease fees, which may be deductible
• Corporate income tax: Aircraft lease fees are considered reasonable expenses
• Customs procedures: Temporary importation of leased aircraft requires periodic extensions
• Foreign contractor tax: Applies to foreign lessors, typically ranging from 5-7%

Recently, Vietnam has implemented certain tax incentives to encourage the development of the aviation industry:

• Reduction of foreign contractor tax to 2% in certain cases
• Exemption from import tax on aircraft parts and equipment not produced domestically
• Implementation of a VAT refund mechanism for certain transactions related to aircraft

VI. Drafting and negotiating aircraft lease contracts

Basic terms and conditions in aircraft lease contracts

Aircraft lease contracts in Vietnam must include the following basic terms:

• Information about the parties: The lessor and the lessee with full legal information
• Detailed description of the aircraft: Type, registration number, engine, year of manufacture
• Lease term: Start date, end date, and renewal conditions
• Rental price and payment terms: Rental rate, currency, payment schedule
• Aircraft delivery and acceptance conditions: Location, time, inspection procedures
• Maintenance and repair: Responsibilities of the parties, maintenance program
• Insurance: Type of insurance, coverage amount, beneficiary
• Deposit: Deposit amount, conditions for refund
• Guarantees from the parties: Commitments regarding the condition of the aircraft, right to lease
• Contract termination conditions: Breach cases, right to terminate unilaterally
• Aircraft Return Provisions: Conditions for Return, Technical Requirements upon Return
• Applicable law and dispute resolution: Governing law, dispute resolution mechanism

Special features of aircraft lease contracts under Vietnamese law

Aircraft lease contracts in Vietnam have certain special features that require attention:

• Must be approved by the Civil Aviation Authority of Vietnam (CAAV) prior to implementation
• Must comply with the provisions of the Civil Aviation Law of Vietnam
• For international contracts, registration with the State Bank of Vietnam regarding foreign exchange is required
• Must comply with regulations on foreign contractor taxes
• Foreign law may be chosen as the governing law, but must comply with the fundamental principles of Vietnamese law
• Secured transactions involving aircraft must be registered in accordance with the provisions of the Cape Town Convention

Common special provisions in aircraft lease contracts in Vietnam:

• Clauses regarding compliance with Vietnamese laws and regulations
• Provisions regarding obtaining approval from the competent authority
• Clauses regarding handling in the event of non-approval
• Provisions regarding the transfer of aircraft nationality registration
• Provisions regarding taxes and related costs associated with operations in Vietnam

Effective negotiation strategy

To negotiate an effective aircraft charter contract, parties in Vietnam should:

• Prepare thoroughly: Conduct market research, understand their needs and limitations
• Consult experts: Legal, financial, and aviation technical advisors
• Understand the legal framework: Familiarize yourself with Vietnamese and international regulations
• Identify key points: Focus on terms with significant impact
• Have contingency plans: Always havealternative options (BATNA)
• Build long-term relationships: Aim for mutual benefits and long-term cooperation

Key points typically negotiated in aircraft lease agreements:

• Charter rates and payment terms
• Lease term and renewal conditions
• Deposit and maintenance fees
• Delivery and return conditions
• Maintenance and repair responsibilities
• Termination of the contract
• Compensation for Damages

Legal risks and preventive measures

Common legal risks in aircraft leasing in Vietnam include:

• Changes in legal regulations: Laws and regulations may change during the lease period
• Difficulties in enforcing rights: The process of seizing assets may be complex
• Foreign exchange risks: Currency fluctuations may affect lease costs
• Approval issues: Regulatory authorities may refuse or delay approval
• Disputes over aircraft conditions: Disagreements regarding the condition at handover

Risk mitigation measures:

• Draft detailed and clear contracts
• Establish an effective dispute resolution process
• Select applicable law and appropriate arbitration mechanisms
• Conduct thorough due diligence
• Purchase adequate and appropriate insurance
• Consulting with experienced legal experts in the aviation field

IX. Conclusion and Legal Advisory Services

Leasing aircraft in Vietnam is a complex process requiring a deep understanding of Vietnamese aviation law, international regulations, and industry practices. Airlines, investors, and financial institutions require professional support to ensure aircraft leasing transactions proceed smoothly and in compliance with the law.

Legal Services of Harvey Miller Law Firm

With extensive experience in aviation and aircraft finance, Harvey Miller Law Firm provides the following comprehensive legal services:

• Legal framework consulting: Providing in-depth advice on Vietnamese and international legal regulations related to aircraft leasing, helping clients understand legal requirements and potential risks.
• Aircraft registration support: Representing clients in the aircraft registration process with the Vietnam Civil Aviation Authority, preparing complete documentation, and ensuring compliance with all legal requirements.
• Drafting and reviewing lease agreements: Drafting, reviewing, and advising on the terms of aircraft lease agreements, including Dry Lease, Wet Lease, and Sale and Leaseback agreements.
• Contract negotiation: Representing clients in negotiations with relevant parties, protecting clients’ interests, and ensuring fair and favorable contract terms.
• Tax and insurance consulting: Assist clients in establishing effective tax structures and ensuring insurance requirements comply with legal regulations and industry practices.
• Dispute resolution: Representing clients in disputes related to aircraft lease agreements, including international arbitration and Vietnamese courts.

With a team of experienced lawyers and deep understanding of the Vietnamese aviation market, Harvey Miller Law Firm is committed to providing comprehensive, effective, and tailored legal solutions to meet the specific needs of each client.

Contact us today for detailed consultation on legal issues related to aircraft leasing and finance in Vietnam.

Podcast Viet Nam Legal and Investment Insights: https://open.spotify.com/episode/20cMRNezlfQqoFiE1kzpTe?si=1OVDFkwyQtebMBoQSv-Qmg

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