When signing an office lease, almost every company pays attention to the rent, the service charge and the term — but few read the reinstatement clause carefully. Come lease-end or relocation, it is precisely this clause that determines how much of your deposit you get back, or how much extra you must spend to strip out and restore the space. This article explains the reinstatement (making good) obligation in Vietnamese office leases, with a checklist and reference cost ranges.

What is reinstatement?

Reinstatement — also called “making good” or “handing back to original condition” — is the tenant’s obligation to restore the office floor to its original state at lease-end, removing the alterations and fittings installed during occupancy. In other words: whatever condition you received the floor in, you must return it to (allowing for reasonable fair wear and tear).

This clause appears in almost every Grade B and Grade A office lease, and is the landlord’s tool for re-leasing the floor to the next tenant without having to bear the cost of clearing your alterations.

The handover condition determines the reinstatement scope

The crux is this: “original condition” is measured from the state in which you received the floor. There are two common handover types:

  • Bare shell / warm shell: an empty floor, no ceiling, no partitioning, with M&E systems run only to a stub point. On return, you must remove all the ceiling, partitions, flooring and systems you added — a broad reinstatement scope and a high cost.
  • Fitted handover: the floor already has a ceiling, flooring, lighting and basic air-conditioning. On return, you only need to remove your own alterations and restore whatever you changed from the base configuration.

So the moment you take the premises, photograph it, film it and record a detailed condition report. This is the evidence that later stops you from being asked to reinstate things that were never your responsibility.

Office reinstatement checklist

The exact scope depends on the lease, but a typical reinstatement checklist includes:

  • Partitions: remove all the meeting rooms, executive offices and server rooms the tenant added; return the space to its original open layout.
  • Ceiling: remove plasterboard ceilings, decorative ceilings and recessed lighting the tenant installed; restore the base ceiling if the lease requires.
  • Flooring: lift carpet, timber flooring and raised access floors added by the tenant; deal with adhesive and restore the base floor surface.
  • M&E systems: disconnect and remove the electrical, water and network branches the tenant ran; return systems to the building’s original connection points; remove any added local cooling units.
  • PCCC (fire safety): restore the fire alarm and firefighting system (sprinkler heads, detectors) to the originally approved configuration — this must be carried out by a licensed firm.
  • Surface finishes: fill drill holes in walls and columns; repaint walls to their original colour; make good fixing points where equipment was mounted.
  • Cleaning and clearance: industrial-clean the whole floor, and collect and haul all debris out of the building on the building management’s schedule.

Demolition and debris removal usually has to be done after hours using the goods lift — similar to the construction phase when renovating an old office — so it must be scheduled in advance with building management.

Reinstatement cost — who pays and roughly how much

In principle, the tenant bears the reinstatement cost. The landlord usually withholds the deposit and only releases it after the premises pass inspection; if the tenant does not reinstate, the landlord may hire another firm to do it and deduct from the deposit — usually at a higher rate than you would pay directly.

Reinstatement cost depends on how much was altered beforehand: a floor that was heavily fitted out (many partitions, decorative ceilings, complex M&E) costs more to strip and restore. This is a demolition–restoration–cleaning cost, usually well below the original fit-out cost (which ranges VND 4–12 million/m²), but still a sum to budget seriously within a relocation plan. To separate the cost line items, see our fit-out cost guide.

How to negotiate so you do not lose out

Reinstatement is a negotiable clause, and the best time to do so is before signing the lease, not when you are about to hand back:

  • Clarify the scope up front: ask for a specific definition of “original condition” and attach a condition report with photos taken at handover to the lease appendix.
  • Negotiate to keep items that benefit the building: some alterations (a good ceiling, good lighting, complete meeting rooms) can benefit the next tenant; you can negotiate an “as-is” handover instead of stripping out, saving cost for both sides.
  • Cap the cost or agree the pricing basis: if the landlord will hire the demolition, agree the pricing method in advance to avoid being charged a high rate.
  • Keep the as-built alteration records: the drawings and records of your fit-out help pin down exactly what must be restored, avoiding over-doing it.

For FDI companies, having clear bilingual Vietnamese–English documentation from the outset reduces disputes over the reinstatement scope at lease-end.

Who should do the reinstatement?

At its core, reinstatement is controlled demolition and restoration within an operating building — needing the same coordination capability as renovation construction. Bundling the PCCC restoration (which requires a licensed firm) with returning M&E connections to the building’s standards is best coordinated by one main contractor, so you have a single party responsible for handover inspection with building management.

AIC takes the General Contractor plus quality control (GC+QC) role for both fit-out and reinstatement, coordinating licensed partners for the PCCC/M&E scope but pulling responsibility into one place. With over 10 years in the trade (predecessor Nhan Viet from 2016, AIC established in 2019) and two in-house workshops (1,200 m² and 600 m²), we know the fit-out rules of buildings across HCMC well. See more about our office fit-out service. If you are handing back premises to upgrade to somewhere better, see upgrading an office from Grade B to Grade A.

Frequently asked questions

What is reinstatement (making good)?

It is the tenant’s obligation to restore the office floor to its original condition at lease-end — removing the alterations and fittings added during occupancy, allowing for reasonable fair wear and tear. The reinstatement scope is measured from the state in which you received the floor at handover.

Who bears the reinstatement cost?

By convention, the tenant bears the reinstatement cost. The landlord usually withholds the deposit until the premises pass inspection; if the tenant does not do the work, the landlord may hire another firm and deduct from the deposit, usually at a higher rate.

Can I avoid stripping everything out?

Possibly, if negotiated in advance. Some alterations that benefit the building (ceiling, lighting, complete meeting rooms) can be negotiated for an “as-is” handover instead of demolition. The best time to negotiate is before signing the lease, and it should be put into the lease appendix.

What should I prepare so I do not lose my deposit unfairly?

The moment you take the premises, record a condition report with photos and video and attach it to the lease appendix. Keep complete as-built records of each round of alterations. On hand-back, have one main contractor coordinate the demolition and handover inspection with building management so the handover documentation is clean and transparent.