Real Estate Lawyers in Vietnam: Title, Term and Off-Plan Rules

Real estate lawyers in Vietnam spend most of their time on one fact foreign buyers arrive without: there is no freehold here. Land belongs to the entire people, the State allocates or leases it, and what you acquire is a land use right with a term, a payment form and a set of permitted dealings. This page sets out the rules that follow from that, with the article numbers.

UniLaw’s real estate lawyers in Vietnam advise buyers, developers, lenders and tenants from offices in Hanoi, Ho Chi Minh City and Nha Trang. The translations below are UniLaw’s working translations; the Vietnamese text governs.

A decided case real estate lawyers in Vietnam point to

Judgment No. 467/2025/DS-PT of 27 September 2025 — Court of Appeal of the Supreme People’s Court in Ho Chi Minh City, dispute over a contract for the transfer of a land use right.

The transferor had died before the dispute was resolved. The Court of Appeal rejected the defendants’ appeal and upheld the first-instance judgment of the Lam Dong provincial court, accepting the claimant’s case and holding that those who succeeded to the deceased’s procedural rights and obligations had to repay. It applied Article 615 of the Civil Code on performance of property obligations left by the deceased.

Two things real estate lawyers in Vietnam take from it. A land transaction does not die with the counterparty: under Article 615 the obligation passes to the heirs, within the value of the estate. And a land dispute that reaches the Court of Appeal in Ho Chi Minh City from a provincial first instance is measured in years — which is the real argument for getting the title and the dispute check right before the deposit.

Decided land cases are published on case.unilaw.vn.

The legal basis real estate lawyers in Vietnam work from

Land Law, Law No. 31/2024/QH15 — Article 4 (who may hold land), Article 26, Article 30, Article 31, Article 41 (what may be mortgaged on annually-paid leased land).
Housing Law, Law No. 27/2023/QH15 — Articles 17, 18, Article 19 (the 30% and 250 caps), Article 20(2)(c) (the 50-year term), Article 21.
Law on Real Estate Business, Law No. 29/2023/QH15 — Article 10, Article 14, Article 23, Article 25 (payment staging), Article 26 (the compulsory bank guarantee).
Civil Code, Law No. 91/2015/QH13 — Article 129 (form), and Article 615 where a party to the deal has died.
Decrees No. 96/2024, 101/2024, 102/2024, 103/2024, amended by Decree No. 226/2025/ND-CP; Decrees No. 140/2025 and 144/2025 on two-tier competence.
Civil Procedure Code, consolidated as No. 21/VBHN-VPQH of 12 February 2026 — Article 470.

Foreign ownership of housing: who qualifies

Article 17 of the Housing Law, Law No. 27/2023/QH15 of 27 November 2023, allows three groups to own housing in Vietnam: foreign-invested economic organisations building housing under a project here; foreign organisations — foreign-invested economic organisations, branches and representative offices of foreign enterprises, foreign investment funds and foreign bank branches operating in Vietnam; and foreign individuals permitted to enter Vietnam.

Real estate lawyers in Vietnam read that list as three separate routes. The first group owns through developing the project. The second and third own by purchase or hire-purchase of commercial housing from the developer of a housing project, or by gift or inheritance.

That is the whole route. There is no purchase from a private individual on the secondary market for this group, which is the single commonest misunderstanding real estate lawyers in Vietnam have to correct.

The conditions attached

Article 18 sets them out. A foreign-invested economic organisation under Article 17(1)(a) must be the investor of the housing project under the Housing Law and the law on real estate business. A foreign organisation under Article 17(1)(b) must hold an investment certificate, investment registration certificate, or other document permitting its operation or establishment in Vietnam, valid at the time the housing transaction is signed. A foreign individual under Article 17(1)(c) must not be a person entitled to diplomatic or consular privileges and immunities.

The two caps real estate lawyers in Vietnam check before an offer

Article 19 is the provision to check before an offer, not after. Foreign organisations and individuals under Article 17(1)(b) and (c) may buy, hire-purchase, receive as gift, inherit and own:

not more than 30% of the apartments in one apartment building; and
for separate houses, including villas and terraced houses, not more than 250 houses in an area with a population equivalent to one ward.

Where such an area holds several apartment buildings, or the separate houses sit along one street, the same ceilings apply. Article 19(3) leaves to the Government the requirements for areas where national defence and security must be assured, the criteria for converting population size to a ward equivalent, the numbers foreigners may own, extension of the ownership term, and the management of foreign-owned housing.

The practical step is simple and frequently skipped: ask the developer, in writing, for the current foreign quota in that specific building before paying a deposit.

Fifty years, once renewable

Article 20(2)(c): a foreign individual owns housing as agreed in the sale, hire-purchase, gift or inheritance transaction, but not more than 50 years from the date of the Certificate, extendable once for a further period of not more than 50 years on request. The ownership term must be stated on the Certificate itself.

Article 20(2)(d): a foreign organisation owns as agreed, but not beyond the term written in its investment certificate, including any extension, counted from the date its Certificate is issued.

Marriage changes the position entirely

Still within Article 20(2)(c): a foreign individual married to a Vietnamese citizen living in Vietnam owns housing and holds the rights of a housing owner as a Vietnamese citizen does. A foreign individual married to a Vietnamese person residing abroad who is permitted to enter Vietnam holds the rights of that latter category.

So the term limit and the caps fall away on marriage. This is worth confirming before structuring a purchase through a company for no other reason.

Where a gift or inheritance exceeds the caps

Article 20(2)(b): where a foreign organisation or individual is given or inherits housing outside the permitted form, or beyond the numbers in Article 19, or in an area where national defence and security must be assured under Article 16, they are entitled only to the value of the housing. Not the housing.

Letting out a foreign-owned home: what real estate lawyers in Vietnam advise

Article 21(2)(a): a foreign individual owner may let the housing for any purpose not prohibited by law, but before letting must notify the district-level housing authority in writing in the form prescribed by the Minister of Construction, and must pay tax on the letting. Where the foreign individual is married to a Vietnamese citizen living in Vietnam, the obligations are those of a Vietnamese citizen.

Who may hold land: the entity test real estate lawyers in Vietnam run

Article 4 of the Land Law, Law No. 31/2024/QH15 of 18 January 2024, lists the categories of land user. Among them are domestic organisations, including economic organisations under the Investment Law; domestic individuals and Vietnamese citizens residing abroad; residential communities; religious organisations; foreign organisations with a diplomatic function; persons of Vietnamese origin residing abroad; and foreign-invested economic organisations.

A foreign individual, as such, is not on that list. That single omission drives everything below: a foreigner buys housing, not land, and a foreign investor holds land through a foreign-invested economic organisation.

The payment form is the decision, not a detail

Where the State leases land, the rent may be paid annually or once for the whole lease term. Article 30 of the Land Law lets a lessee paying annually switch to a one-off payment for the remaining term, where the case qualifies, with the land price redetermined at the date of the decision permitting the switch; and lets a lessee who paid once switch to annual payment, with the amount already paid credited against the annual rent under Government regulations.

Real estate lawyers in Vietnam raise this at term-sheet stage because of what comes next.

Why real estate lawyers in Vietnam start with the lease payment form

Article 41 governs persons of Vietnamese origin residing abroad and foreign-invested economic organisations using land for an investment project. Where the land is leased with annual rent, the rights are: the general rights and obligations in Articles 26 and 31; mortgage of assets owned by the holder and attached to the land at credit institutions licensed in Vietnam; contribution of such assets as capital during the lease term; and sale of those assets, or of those assets together with the right to lease under the land lease contract, where the conditions in Article 46 are met.

Read that carefully. On annually paid leased land, the security is the building, not the land use right. Lenders price that difference, and a project financed on the assumption of a mortgageable land use right has a problem that surfaces at the first drawdown.

What real estate lawyers in Vietnam can lawfully put on the market

Article 14 of the Law on Real Estate Business, Law No. 29/2023/QH15 of 28 November 2023, sets the conditions for existing housing and construction works to be traded. Among them: a certificate recording ownership of the housing or construction work, or the corresponding land certificate; no pending dispute over the land use right attached, or over ownership, that a competent authority has notified, accepted or is resolving — or, if there was one, it has been resolved by a judgment, decision or award in force; and no distraint for enforcement of judgment.

A title search in Vietnam therefore has a litigation limb as well as a registry limb, and the litigation limb is the one that is usually skipped. Real estate lawyers in Vietnam run both before a deposit, not after it.

The permitted forms of real estate business

Article 10 lists the forms in which domestic organisations and individuals may do real estate business: building housing or works to sell, lease or hire-purchase; building technical infrastructure in a project to transfer, lease or sublease land use rights with infrastructure; buying or hire-purchasing housing, works or floor area to sell, lease or hire-purchase; taking transfer of land use rights with infrastructure in a project to transfer or lease; leasing housing, works or floor area to sublease; leasing land use rights with infrastructure to sublease; and taking transfer of all or part of a real estate project to continue building and trading. Persons of Vietnamese origin residing abroad and foreign-invested economic organisations have their own, narrower lists in the same Article.

Buying off-plan: the three protections real estate lawyers in Vietnam rely on

Off-plan sales are where foreign buyers lose money, and the Law on Real Estate Business answers with three provisions.

Article 23 sets the principles: the project investor may sell or hire-purchase future housing, works and floor area in the project, subject to the trading principles in Article 13, the eligible-buyer rules in Article 15, the transaction rules in Article 16, and the rights and obligations of the seller in Article 18.

Staged payment, with a hard ceiling

Article 25: payment for a future property is made in instalments. The first instalment may not exceed 30% of the contract value, including the deposit. Later instalments must follow construction progress, but the total may not exceed 70% of the contract value before handover — and where the seller is a foreign-invested economic organisation under Article 10(4), the total before handover may not exceed 50%.

For hire-purchase the first instalment is likewise capped at 30% including the deposit, with later instalments following progress up to handover.

If a payment schedule in front of you breaches these ceilings, that is not a negotiating position. It is a term the law does not permit, and real estate lawyers in Vietnam will strike it rather than argue it.

The bank guarantee is compulsory

Article 26: before selling or offering future housing for hire-purchase, the project investor must have the acceptance of a domestic commercial bank, or a foreign bank branch lawfully operating in Vietnam, to guarantee the investor’s financial obligations to the buyer or hire-purchaser where the investor fails to hand over the housing as committed in the contract. Those financial obligations include the sums the investor has received in advance and any other amounts payable under the contract on failure to hand over.

Ask for the guarantee document. A developer who cannot produce a bank’s acceptance is not entitled to take your money for off-plan housing.

Building and permitting

Construction itself runs on the Construction Law, Law No. 50/2014/QH13, in the consolidated text No. 154/VBHN-VPQH of 9 September 2025, with Decree No. 175/2024/ND-CP of 30 December 2024 on the management of construction activity.

The decrees real estate lawyers in Vietnam work from

The 2024 Land Law is implemented through a set of decrees a real estate lawyer in Vietnam works from daily: Decree No. 102/2024/ND-CP of 30 July 2024 detailing the Land Law; Decree No. 101/2024/ND-CP of 29 July 2024 on basic land survey, registration and issue of certificates; and Decree No. 103/2024/ND-CP of 30 July 2024 on land use levy and land rent. The Law on Real Estate Business is detailed by Decree No. 96/2024/ND-CP of 24 July 2024.

Decree No. 226/2025/ND-CP of 15 August 2025 then amended several of the decrees detailing the Land Law. Any checklist or template dated before that needs re-checking against it.

Who decides your file changed in 2025

Decree No. 140/2025/ND-CP and Decree No. 144/2025/ND-CP, both of 12 June 2025, redistribute competence in land management and in the State management of the Ministry of Construction under the two-tier local government structure. For anyone with a file in progress, the question is no longer only what the rule is but which level now decides it.

Where real estate lawyers in Vietnam must bring a dispute

Article 470 of the Civil Procedure Code, Code No. 92/2015/QH13, consolidated as No. 21/VBHN-VPQH of 12 February 2026, reserves to Vietnamese courts the exclusive jurisdiction over foreign-element civil cases concerning rights over immovable property situated in Vietnamese territory.

So a foreign arbitration clause will not carry a dispute about Vietnamese land out of Vietnam. Our note on drafting dispute clauses that do work is on the contract law pillar, and the rule that foreign counsel cannot appear before a Vietnamese court is explained on our page on engaging Vietnamese counsel.

Where real estate lawyers in Vietnam bring in another practice

Project entities, share transfers and shareholder arrangements sit with our corporate lawyers; licensing, capital and project approvals with our investment lawyers; property and construction policies with our insurance lawyers; port, terminal and waterfront assets with our maritime lawyers; project branding and design rights with our intellectual property lawyers; proptech and valuation model terms with our AI practice.

How UniLaw’s real estate lawyers in Vietnam run an instruction

We start with the title and the term: what the land certificate says, which payment form applies, what may therefore be mortgaged, and how long the ownership runs. For a foreign buyer we check the Article 19 quota in the specific building before anything is paid, and we ask for the Article 26 bank guarantee in writing. For a developer or lender we work from the Article 14 conditions and the dispute limb of the title search. Scope and fee basis are set out in the engagement before the work starts.

Contact UniLaw with the certificate and the draft contract and we will tell you what the term and the security actually are before quoting.

Questions for real estate lawyers in Vietnam

Can a foreigner own land in Vietnam?

No. Article 4 of the Land Law does not list foreign individuals among land users. A foreign individual permitted to enter Vietnam may own housing under Article 17 of the Housing Law, within the Article 19 caps and the Article 20 term.

How long can a foreigner own an apartment?

Not more than 50 years from the date of the Certificate, renewable once for up to a further 50 years, with the term stated on the Certificate — Article 20(2)(c) of the Housing Law. Marriage to a Vietnamese citizen living in Vietnam removes that limit.

What is the 30% rule?

Foreign organisations and individuals may own not more than 30% of the apartments in one apartment building, and not more than 250 separate houses in an area of ward-equivalent population — Article 19 of the Housing Law. Check the building’s current quota in writing before paying.

How much can a developer take before handover?

First instalment not more than 30% of contract value including deposit; total not more than 70% before handover, or 50% where the seller is a foreign-invested economic organisation — Article 25 of the Law on Real Estate Business.

Is a bank guarantee really required off-plan?

Yes. Article 26 requires the investor to have a bank’s acceptance to guarantee its financial obligations to the buyer before selling future housing. Ask to see it.

Can we arbitrate a land dispute abroad?

Article 470 of the Civil Procedure Code reserves cases concerning rights over immovable property in Vietnam to Vietnamese courts exclusively. Structure the dispute clause accordingly.

Vietnam Real Estate Lawyers