1. Rights and Obligations of Land Users

Pursuant to Point b, Clause 2, Article 159 of the Law on Housing, which stipulates the entities eligible to own residential property and the forms of ownership available to foreign organizations and individuals in Vietnam:

“2. Foreign organizations and individuals may own residential housing in Vietnam through the following forms:

b) Purchase, lease-purchase, receipt as gifts, or inheritance of commercial housing, including condominiums and individual houses within residential development projects, except in areas designated for national defense and security protection as prescribed by the Government.”

According to the aforementioned provision, overseas Vietnamese are only permitted to purchase commercial housing, including condominiums and individual houses, excluding areas designated for national defense and security as stipulated by law.

However, under recent amendments to the Law on Land passed by the National Assembly, overseas Vietnamese are now also permitted to acquire land use rights through transfer, gifting, inheritance, capital contribution, or lease; as well as to purchase, sell, or acquire shares or capital contributions that reflect the value of land use rights, pursuant to Clause 3, Article 4 and Clause 5, Article 23 of the revised Law on Land.

In particular, overseas Vietnamese of Vietnamese origin who are not Vietnamese citizens (i.e., do not hold Vietnamese nationality) are only permitted to engage in real estate business under the forms allowed by current law, unless they are able to prove their Vietnamese origin up to three generations.

Under the Law on Real Estate Business recently passed by the National Assembly, which takes effect from January 1, 2025, overseas Vietnamese who are also Vietnamese citizens (i.e., hold Vietnamese nationality) shall enjoy the same land-related rights and obligations as domestic Vietnamese citizens. This means they may engage in real estate business on equal terms with domestic citizens. However, to participate in real estate transactions, such individuals must be able to prove their Vietnamese origin and must be eligible to enter Vietnam, as prescribed under Clause 3, Article 160 of the Law on Housing 2014.

These expanded provisions indicate that overseas Vietnamese shall be permitted to invest in the construction of residential housing and other buildings for the purpose of sale, lease, or lease-purchase; and to invest in the development of technical infrastructure within real estate projects for the purpose of transferring, leasing, or subleasing land use rights that have been developed with technical infrastructure.

2. Procedures for Participating in Real Estate Purchase and Sale Transactions under Vietnamese Law

Step 1: The individual must provide proof of being an overseas Vietnamese of Vietnamese origin

Required documentation:

- Personal identification documents such as National Identity Card (CMND), Citizen Identity Card (CCCD), residency documents, temporary residence permits, passport, etc.

+ In the case of holding a Vietnamese passport, it must remain valid and bear the immigration verification stamp from the Vietnamese immigration authority.

+ In the case of holding a foreign passport, it must be valid, bear the immigration verification stamp from the Vietnamese immigration authority, and be accompanied by documentation evidencing the retention of Vietnamese nationality.

- Documentation proving Vietnamese origin, issued by the Department of Justice of centrally governed provinces and cities, Vietnam’s overseas representative missions, or the State Committee for Overseas Vietnamese Affairs, or other documents as prescribed by Vietnamese law, such as:

- Documents confirming Vietnamese nationality, or documents proving that the person, at birth, had parents or grandparents who previously held Vietnamese nationality.

- In the absence of the above-mentioned documents, depending on the specific case, the individual may submit one or more of the following certified copies:

+ Personal identification, nationality, or civil status documents issued by the former regime in southern Vietnam before April 30, 1975;

+ Documents issued by the former government in Hanoi from 1911 to 1956;

+ Sponsorship letter from Vietnamese overseas community associations at the individual’s place of residence, confirming the person’s Vietnamese origin;

+ Documents issued by competent foreign authorities indicating that the person holds or previously held Vietnamese nationality or is of Vietnamese origin.

Form: In person or by post

- Abroad: Vietnamese diplomatic missions overseas, or the State Committee for Overseas Vietnamese Affairs

- Within Vietnam: The Ministry of Foreign Affairs or the Department of Justice

Step 2: Identify the Type of Real Estate in Accordance with Legal Provisions

Pursuant to Point b, Clause 2, Article 159 of the Law on Housing.

Step 3: Verify the Legal Documentation of the Property

a. For Commercial Housing (i.e. housing within a real estate development project), the investor must provide the following documents:

- Business registration certificate indicating real estate business as a registered line of business;

- Investment license or official document approving the investment policy;

- Certificate of land use rights (commonly known as the “Red Book”) for the entire land area of the project;

- Documents proving the completion of tax obligations and financial duties of the investor;

- Construction permit and other relevant construction-related permits;

- Approved project dossier and construction design drawings from the competent authority;

- For off-plan properties (future-formed housing): Completion minutes of foundation work, guarantee agreement, and the written approval from competent state authority allowing sale or lease-purchase of off-plan housing.

b. For Individual Housing (e.g. townhouses):

- Certificate of land use rights, ownership of house and assets attached to the land;

- Cross-check the details in the land documents and on-site condition: conformity with planning drawings, whether completion procedures have been done, if the property has undergone repairs or architectural changes—such modifications must be reflected in the Certificate of land use rights and property ownership;

- Ensure the property is not located within government-planned zones, not subject to disputes, or under distraint for judgment enforcement.

Step 4: Sign a Deposit Agreement (If Applicable)

This is not a mandatory step, but it acts as a preliminary agreement between buyer and seller. The parties shall negotiate the terms of the deposit agreement, including the deposit amount (usually 5–15% of the property’s value) and deposit duration (typically 10–30 days). If the buyer opts to pay in full at once, this step may be skipped.

Step 5: Execution of the Sale and Purchase Agreement at the Notary Office

Required Documentation:

1. The original Certificate of Land Use Rights, Ownership of Residential Housing, and Other Assets Attached to the Land.
2. Original identification documents of both the seller and the purchaser, including:

– Citizen Identification Card (ID)/Passport;

– In the case of a foreign passport, it must still be valid, contain the entry stamp issued by the Vietnam Immigration Authority, and be accompanied by documents proving the holder retains Vietnamese nationality or documents certifying Vietnamese origin;

– Marriage Certificate (if married); or Certificate of Single Status (if single or divorced);

– In the event of representation by proxy, a notarized Power of Attorney is required, and the authorized representative must also present the original Citizen ID/Passport.

3. Original copies of any other documents related to the land parcel, such as tax declaration receipts (if applicable).
4. A draft of the agreement/transaction prepared by the parties, or the parties may request the notary to prepare the agreement based on the provided information.

The notary shall examine the documents; if deemed valid, the notary will prepare the Agreement as requested by the parties (or use a sample agreement brought by the parties).

Upon agreement, the parties shall execute the contract, and the notary shall authenticate the agreement.

Step 6: Submit Application for Title Transfer and Pay Applicable Taxes and Fees

This includes registering the transfer of land use rights and paying applicable taxes and registration fees.

Procedure:

- Submit the title transfer application;

- The Land Registration Office shall verify the application, and if eligible, send land data to the tax authority to assess financial obligations. A receipt with an estimated date for tax notification will be issued;

- On the scheduled date, present the receipt to receive the tax notice, then pay the taxes. Submit the tax payment receipt to the receiving office;

- The officer will record the changes in the Land Use Rights Certificate;

- The cadastral database and records will be updated, and the new Certificate (or updated annex) will be issued to the transferee;

- Applicant shall pay cadastral fees.

Place of submission:

- Land Registration Office or the Department of Natural Resources and Environment at the locality where the property is located.

Timeframe for resolution: Not exceeding 15 working days.

Documents Required for Submission:

Taxes and Fees:

• Personal income tax: 2% of transaction value

• Registration fee: 0.5% of transaction value

Additional supporting documents:

• Original or copy of Certificate of Land Use Rights, ownership proof of house/structures on land, accompanied by a signed declaration of responsibility for the accuracy of the copy;

• Personal income tax declaration form (Form No. 11/KK-TNCN);

• Real estate transfer contract;

• Registration fee declaration (Form 01/LPTB).

Final Outcome:

The Department of Natural Resources and Environment will issue a new Certificate to the buyer or update the current Certificate depending on the transferee’s request.