By Lawyer Luu Thi Hue – UniLaw LLC

OVERSEAS PROPERTY SOLICITORS IN VIETNAM – UNILAW

Introduction: Why Expert Legal Guidance is Non-Negotiable for Property Investment in Vietnam

Investing in the Vietnamese real estate market offers immense potential but is fraught with regulatory hurdles that can trap even the most experienced investors. To illustrate the gravity of these complexities, let us examine a real-world case handled by our team involving Mr. Steeve PETIT, a French national who sought to invest in the Cosmo City project in Ho Chi Minh City.

Case Scenario: The Steeve PETIT Investment and Capital Repatriation Struggle

Between January and November 2022, Mr. PETIT transferred a total of 334,044.00 EUR (approximately 8.4 billion VND) to a Vietnamese individual, Ms. Huynh Thi Nhan, to purchase and renovate an apartment at the Cosmo City project. Ms. Nhan was authorized to act as his representative for all transaction documents. However, when Mr. PETIT eventually decided to sell the property and return his capital to France, he encountered a significant legal wall.

The core issue was foreign exchange control. Because the initial funds were transferred as personal transactions to an individual rather than being registered as a formal investment through a Direct Investment Capital Account (DICA), the Vietnamese banking system could not verify the source of funds for “investing việt nam” purposes. This meant that while the property was physically there, the legal “hồi hương vốn” (capital repatriation) was blocked by the State Bank of Vietnam’s strict regulations on foreign direct investment in Vietnam. At UNILAW, we stepped in to analyze the fund flow, evaluate the non-registered status under the Law on Foreign Exchange Management, and provided a roadmap for potential settlement and liquidation. The outcome of this case serves as a warning: without the oversight of OVERSEAS PROPERTY SOLICITORS IN VIETNAM – UNILAW at the initial stage of funding, your exit strategy might become a nightmare.

The Fundamental Choice: Determining the Right Path for FDI to Vietnam

Before an overseas investor looks at a plot of land or a high-rise building, they must understand the legal status that governs their existence in the country. The Investment Law 2020 defines who is considered a “foreign investor” and what constitutes an “investment project”.

Article 3. Interpretation of terms

18. Investment project is a set of proposals to spend medium-term or long-term capital to conduct business investment activities in a specific area, within a specified period of time.

22. Business investment is the fact that an investor spends investment capital to perform business activities.

33. Foreign investor is an individual with foreign nationality or an organization established under foreign law that performs business investment activities in Vietnam.

Simple Explanation: Essentially, any person or company from abroad who wants to make money in Vietnam through property or industry is classified as a foreign investor. Any plan you have to spend money over a period of time to gain a profit is legally seen as an “investment project.”

Understanding these definitions is the first step for fdi vietnam. At UNILAW, we ensure that your specific business model fits within these legal definitions to maximize your protection under the law. For instance, in a case involving A&G Trade GmbH from Germany, the client initially wanted a 100% foreign-owned structure but eventually settled on a Joint Venture (49% foreign, 51% domestic) to navigate specific market access restrictions in the real estate service sector during that period.

Market Access and National Treatment: What Overseas Property Solicitors in Vietnam Must Check

A common misconception when investing việt nam is that all sectors are open to everyone. However, the Vietnamese government maintains a “Negative List” approach. Foreigners have the same rights as locals unless the sector is specifically restricted.

Article 9. Industries and market access conditions for foreign investors

1. Foreign investors are applied with market access conditions as prescribed for domestic investors, except for the cases specified in Clause 2 of this Article.

2. Based on laws, resolutions of the National Assembly, ordinances, resolutions of the Standing Committee of the National Assembly, decrees of the Government and international treaties of which the Socialist Republic of Vietnam is a member, the Government shall announce the List of industries and trades with restricted market access for foreign investors, including: a) Industries and trades not yet accessed by the market; b) Industries and trades with conditional market access.

Simple Explanation: You can generally invest in anything a Vietnamese person can, unless the law specifically lists your chosen business as “off-limits” or “conditional.” If it is “conditional,” you might need a local partner or a certain amount of capital to get in.

For overseas property solicitors in Vietnam – UNILAW, this means performing a “Market Access Check” against the WTO Commitments and CPTPP. For example, in the advertising and distribution sectors, we have successfully assisted companies like DaikoVN by explaining that while the industry is open, the form of investment must be a joint venture or a business cooperation contract (BCC).

Decoding the Land Law 2024: New Rights for Foreign-Invested Economic Organizations

The most significant shift for those looking at foreign direct investment in Vietnam is the Land Law 2024, which came into effect on January 1, 2025. This law expands the rights of foreign-invested entities and overseas Vietnamese.

Article 4. Land Users

Land users who are allocated land, leased land, or have land use rights recognized by the State; are using land stably… include:

5. Domestic individuals, Vietnamese people residing abroad who are Vietnamese citizens.

6. Communities.

7. Foreign organizations with diplomatic functions….

8. People of Vietnamese origin residing abroad.

9. Foreign-invested economic organizations.

Simple Explanation: This law clearly lists who can “own” or use land in Vietnam. It now gives a much broader recognition to people of Vietnamese origin living abroad and companies that have foreign money in them, allowing them to be formal “land users.”

At UNILAW, we recently advised Ms. Zhu, a foreign investor looking to acquire property with a budget of \$240,000. We highlighted that the “Land User” status is key to the Sales and Purchase Agreement (SPA). Without a valid SPA recognized by the project owner under the current Land Law, the investor cannot legally hold the property title or “Sổ hồng”.

The “SPA Bottleneck”: A Critical Insight for Overseas Property Solicitors in Vietnam

One of the most valuable insights OVERSEAS PROPERTY SOLICITORS IN VIETNAM – UNILAW provide to clients like Ms. Zhu is the reality of the “SPA Bottleneck.”. Just because a project is modern and beautiful does not mean a foreigner can buy it.

Legal Analysis: Three Conditions for Property Viability

To be a viable investment for a foreigner, a property must meet three simultaneous criteria:

1. Completion: It must be ready for use or lease.
2. Transferability: It must be legally eligible for transfer to a foreign buyer.
3. Quota Availability: It must fall within the 30% foreign ownership quota for that specific project.

Article 19 of the Law on Housing 2023 (Referenced in Decree 95/2024):

Foreign organizations and individuals are only allowed to own no more than 30% of the total number of apartments in a condominium building.

Simple Explanation: In any apartment building, foreigners cannot buy more than 30% of the units. If the building has 100 apartments and 30 have already been sold to foreigners, you cannot buy the 31st unit as an individual.

UNILAW’s property screening service helps clients avoid projects that have already hit this limit. For instance, in the Victoria Village project in District 2, we identified units that were still under “Transfer of Agreement” status, meaning the buyer had to wait for the developer to issue the formal SPA in 2026.

Structuring FDI to Vietnam: New Special Procedures Under Decree 06/2025

For large-scale fdi to vietnam, the government has introduced Special Investment Procedures to expedite high-tech and strategic projects.

Article 2 of Decree 06/2025/TT-BKHĐT: Scope of special investment procedures

This circular applies to investors performing investment activities in Vietnam and state management agencies regarding special investment procedures… for new projects or project adjustments in strategic technology sectors.

Simple Explanation: If your investment is in a very important field like “Strategic Technology” or “High-tech,” the government has created a “fast track” process. This makes the paperwork much quicker so you can start building and operating sooner.

UNILAW is at the forefront of these new regulations. We help clients in sectors like data centers and 5G infrastructure utilize these special forms (e.g., Form D.1 for new projects) to bypass the standard, slower Investment Registration Certificate (IRC) routes.

Real Estate Project Transfers: A Case Study in Sinhan Eng Vina vs. Tigris Hanoi

Many investors choose to enter the market by buying an existing project rather than starting from scratch. This is known as a Project Transfer. A clear example of how OVERSEAS PROPERTY SOLICITORS IN VIETNAM – UNILAW navigate this is the transfer between Sinhan Eng Vina and Tigris Hanoi.

The transaction involved transferring not just capital, but the Land Use Rights (LUR) and the factory attached to the land. Under Vietnamese law, this requires a three-step process:

1. Notarization: Signing the transfer contract at a Public Notary Office.
2. Adjustment of IRC/ERC: Updating the investor names on the investment and business licenses.
3. Land Registration: Updating the “Sổ đỏ” at the Land Registration Office to reflect the new owner.

Article 46. Transfer of investment projects

1. Investors have the right to transfer all or part of an investment project to another investor when meeting conditions… including: the project is not terminated, the foreign investor receiving the transfer must meet market access conditions….

Simple Explanation: You can sell your project to someone else, but only if the project is still active and the buyer is legally allowed to own that type of business in Vietnam.

In the Sinhan case, UNILAW ensured that the financial obligations (taxes and fees) were cleared before the land was handed over, preventing the common trap where the buyer inherits the seller’s unpaid land rent.

Navigating Disputes: From Local Negotiation to ICSID Arbitration

Even with the best overseas property solicitors in Vietnam – UNILAW, disputes can arise. The law mandates a hierarchy of resolution.

Article 14. Dispute resolution in business investment activities

1. Disputes related to business investment activities in Vietnam shall be resolved through negotiation and mediation. If negotiation and mediation fail, the dispute shall be resolved at Arbitration or Court….

3. Disputes between investors in which at least one party is a foreign investor… may be resolved through: a) Vietnamese Court; b) Vietnamese Arbitration; c) Foreign Arbitration; d) International Arbitration….

Simple Explanation: If you have a business fight, the law first asks you to try and talk it out (negotiation). If that doesn’t work, you can go to a judge in Vietnam or a private group of experts (arbitration). If you are a foreigner, you have the extra option of using an international arbitrator.

A landmark case in this area is the Shin Dong B vs. Vietnam dispute at the International Centre for Settlement of Investment Disputes (ICSID). Mr. Shin, a Korean investor in TA Co., Ltd., took the Vietnamese government to international arbitration. Although the Government of Vietnam was declared the “winning party” and the investor was ordered to pay 75% of the legal fees (approx. \$1.9 million), the case highlights that foreign investors do have access to world-class tài phán (jurisdiction) when they feel their rights are violated.

The Importance of Direct Investment Capital Accounts (DICA)

Returning to the Steeve PETIT case mentioned earlier, the failure to use a DICA is the single most common reason for failed capital repatriation for those investing việt nam.

Article 65. Opening an investment capital account abroad

1. Investors shall open an investment capital account at a permitted credit institution in Vietnam in accordance with the law on foreign exchange management.

Simple Explanation: You must open a special bank account in Vietnam just for your investment money. Every dollar you bring in and every dollar you send back out must go through this specific account so the government can track it.

Without this account, your money is legally “lost” in the system. OVERSEAS PROPERTY SOLICITORS IN VIETNAM – UNILAW assist every FDI client in opening these accounts and ensuring that equity contributions are recorded correctly. For Eurofins Vietnam, we handled the complex process of converting an existing foreign loan into equity capital, which required meticulous reporting to the State Bank.

Incentives and Support: Making Your FDI Vietnam Project Profitable

Vietnam actively encourages fdi to vietnam through generous tax and land incentives.

Article 15. Forms and objects of investment incentives

1. Forms of investment incentives include: a) Corporate income tax (CIT) incentives… including lower tax rates for a period or the whole project duration; b) Exemption from import tax on goods imported to create fixed assets; c) Exemption or reduction of land use fees, land rent….

Simple Explanation: To get you to invest, the government offers “prizes” like paying less tax, not paying tax on machines you bring in, or paying less to rent land.

However, these are not automatic. OVERSEAS PROPERTY SOLICITORS IN VIETNAM – UNILAW must “register” for these incentives during the licensing phase. In our work for a large FDI manufacturing client in Hai Phong, we secured incentives for their \$60 million apparel project in the VSIP Hai Phong industrial zone by proving the project met the criteria for “large-scale manufacturing”.

Property Management and Post-Acquisition Compliance

Ownership is just the beginning. Ongoing compliance is where many overseas property solicitors in Vietnam – UNILAW provide their greatest value. For instance, the Law on Housing 2023 requires foreigners who lease out their homes to notify local authorities.

Article 3 of Circular 05/2024/TT-BXD: Notification of house leasing

1. Before signing a house lease contract… the foreign individual owning a house in Vietnam must send a written notice about the house lease to the district-level housing management agency where the house is located.

Simple Explanation: If you are a foreigner and you own a house in Vietnam and want to rent it out, you must tell the local district office before you sign the lease. You also have to tell them when the lease ends.

Failure to do this can lead to fines and difficulties when renewing your Temporary Residence Card (TRC). UNILAW provides a “Retainer Service” for property owners to handle these administrative filings, ensuring that your investing việt nam experience remains passive and stress-free.

Case Study 3: The Importance of Due Diligence in Land Transfers

In a case involving XL Group and BMX Co., Ltd, the parties signed a contract to sell a service building on leased land. However, the building was unfinished and had no construction permit.

The Court’s Decision: The Court declared the contract void (vô hiệu) because it violated Article 189 of the Land Law 2013.

Article 189. Selling assets attached to land leased from the State

1. Economic organizations… may sell assets attached to leased land when: a) The assets are legally created; b) Construction has been completed according to the detailed construction planning and approved project.

Simple Explanation: You cannot sell a building that you are still building on government-rented land. The building must be finished and have all the correct permits before you can sell it to someone else.

The result was that XL Group had to return 2.6 billion VND to the buyer, and BMX had to return the building. This underscores why OVERSEAS PROPERTY SOLICITORS IN VIETNAM – UNILAW insist on a Legal Due Diligence (LDD) report before any money changes hands. We check the “Sổ đỏ” for any mortgages (thế chấp) or disputes (tranh chấp) that could invalidate the sale.

Conclusion: Partnering with Unilaw for Long-Term Success

Whether you are bringing fdi to vietnam for a factory or purchasing a luxury apartment in Ho Chi Minh City, the legal landscape is a minefield for the uninformed. The Land Law 2024 and the Investment Law 2020 have created a more modern framework, but they have also introduced stricter transparency and reporting requirements.

As OVERSEAS PROPERTY SOLICITORS IN VIETNAM – UNILAW, our mission is to act as your shield. From the initial property screening to the final capital repatriation, we ensure that every document, from the MOU to the SPA, is built on a rock-solid legal foundation.

Vietnam is open for business. Make sure your investment is protected by the experts who understand not just the letter of the law, but its practical application in the courtrooms and government offices of Vietnam. Welcome to the future of investing việt nam with UNILAW.