When a firm in Vietnam is asked to act on a property purchase, the work is not advocacy. It is a document check, run in a fixed order, against conditions the Land Law and the Real Estate Business Law impose whether or not the contract repeats them. This note sets out that order. It is the file we build before a client pays anything.
Gate one: may this land be transferred at all
Article 45(1) of the Land Law (Law No. 31/2024/QH15, in force 1 August 2024) lists five conditions that must all hold before a land user may transfer, lease, sublease, bequeath, gift, mortgage or contribute a land use right:
- a land use right certificate, or one of the certificates the article treats as equivalent;
- the land is not in dispute, or the dispute has been resolved by a competent authority, a court judgment or an arbitral award already in force;
- the land use right is not under seizure or another measure securing enforcement of a judgment;
- the land is within its use term;
- the land use right is not subject to an interim injunction.
Two points are missed often enough to be worth stating. A certificate alone is not enough — the other four conditions are cumulative. And Article 45(5) requires any deferred or recorded land financial obligation to be discharged before the right is exercised, not at completion.
Gate two: is the seller a person the law allows to sell
Article 4 of the Land Law lists who may be a land user, and the list is closed: domestic organisations, religious organisations, domestic individuals and Vietnamese citizens resident abroad, residential communities, foreign organisations with diplomatic functions, people of Vietnamese origin resident abroad, and foreign-invested economic organisations. Article 45(8) then excludes certain recipients altogether, including any organisation or individual whom the law does not permit to receive a transfer.
Where the seller is a real estate business, Article 9 of the Real Estate Business Law (Law No. 29/2023/QH15) adds its own conditions on the trader, and Article 15 sets out which buyers may acquire what. A foreign-invested economic organisation within Article 10(4) may buy or lease a house for its own use and lease buildings to sublet, but the categories are precise and do not read across.
Gate three: the property itself
Article 14(1) of the Real Estate Business Law sets six conditions for an existing house or building put on the market: a certificate recording ownership; no pending dispute over the land or the building that a competent authority has notified, accepted or is resolving; no seizure to secure enforcement; no statutory prohibition on the transaction; no suspension of transactions in force; and the information published under Article 6.
Where the property sits inside a project, Article 14(2) adds three more: the project meets the requirements of Article 11; there are documents showing the building was accepted into use under construction law; and the developer has discharged its land financial obligations — land use levy, land rent, and the related taxes, fees and charges.
That last condition is the one that most often stops a deal. A developer that has not paid its land levy cannot deliver a clean certificate, and no drafting fixes it.
Buying off-plan: the documents that must exist before a contract
Article 24 makes a future house or building saleable only once it has been lawfully commenced, and only where the developer holds one of the land documents listed — a land allocation decision, a lease decision with the lease contract, a decision permitting change of land use purpose, or a certificate — together with the construction permit and its application file, or the commencement notice and design file where no permit is required. For an apartment building or a mixed-use building containing housing, there must be documents showing the foundation has been accepted as complete.
Article 24(4) adds a step that buyers can verify independently: before selling or offering lease-purchase of a future house, the developer must notify the provincial real estate authority, which has 15 days to check the conditions and reply in writing. Ask for that reply. Its absence is the clearest single signal that a project is not ready to sell.
The payment schedule is a rule, not a negotiation
Article 25 caps what a developer may collect. The first instalment, including any deposit, may not exceed 30% of the contract value. Further instalments must follow construction progress, and the total before handover may not exceed 70% — or 50% where the seller is a foreign-invested economic organisation within Article 10(4). Until the buyer holds the certificate, the seller may not collect more than 95%; the balance falls due when the certificate issues.
A schedule that breaches these caps is not a commercial term the buyer accepted. It is outside the statute, and we say so before signature rather than after.
The bank guarantee
Article 26 requires the developer, before selling or offering lease-purchase of a future house, to have a domestic commercial bank or a lawful foreign bank branch agree to guarantee its financial obligation if it fails to hand over. The developer must give the buyer a copy of the bank’s written commitment when the contract is signed, and must deliver the guarantee letter itself within 10 working days of signature, or within the period the contract sets. Until the buyer has received that letter, the developer may not take payment.
Article 26(3) lets the buyer decline the guarantee, in writing, at the time of signing. A buyer should understand what is being given up before signing that waiver. The guarantee does not apply to social housing.
Before signature, the seller must disclose
Article 16(1)(b) obliges the seller, lessor or lease-purchase provider to give the buyer the full information and legal documents of the property before the contract is signed. Where the transaction goes through a real estate exchange, Chapter VII Section 1 applies as well. Where notarisation is required, it follows the notarisation law; for a lease of housing it is not required at all.
Where a dispute goes
Article 236 of the Land Law splits the forum by document. If any party holds a certificate, or one of the papers listed in Article 137, and where the dispute concerns assets attached to land, the court decides. Without those documents the parties choose between the competent People’s Committee and the court. A People’s Committee decision becomes enforceable 30 days after receipt if no appeal or complaint is brought, and disputes arising from commercial activity connected with land may go to a Vietnamese commercial arbitration centre instead.
That last point is the one to settle at drafting. The dispute clause decides the forum, and it is easier to choose one than to argue about it later.
What to send us
The certificate and the chain of title behind it, the land financial obligation receipts, the project approval and construction permit, the acceptance records, the provincial authority’s reply under Article 24(4), the bank’s guarantee commitment, and the draft contract with its payment schedule. We report on the five gates above before any money moves.
UniLaw advises buyers, sellers and developers from offices in Hanoi, Ho Chi Minh City and Nha Trang. Our real estate lawyers in Vietnam run the file check described here. Related notes: foreigners buying property and how courts weigh evidence on a certificate. Decided cases are published on case.unilaw.vn.
This note states the law as at 26 September 2026 and is general information, not advice on your transaction.
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