Real Estate Legal Advisory
The real estate market is often likened to the locomotive driving economic development – from complex urban projects to mega industrial and resort developments, every square meter of land holds massive commercial value. Yet a matrix of administrative procedures and legal risks can destabilize even the biggest developers without meticulous preparation.
New era real estate: opportunities intertwined with legal risks
The enactment and synchronization of the Land Law 2024, Housing Law 2023, and Real Estate Business Law 2023 has established a more transparent, yet stricter playing field for developers. Traditional bottlenecks still persist:
- Planning and site clearance bottlenecks: discrepancies between land use planning and actual construction planning, or decades-long site clearance compensation, can cause a project to freeze
- Funding feasibility: difficulties raising capital due to tightened regulations on corporate bond issuance and bank credit control for real estate
- Multi-dimensional disputes: disputes with construction contractors, lawsuits from homebuyers, or conflicts of interest among shareholder groups within the project company
Ecosystem of real estate legal advisory services
Project development advisory
- Pre-feasibility assessment: reviewing land origins, 1/2000 and 1/500 scale planning, and land use conversion capability
- In-principle investment approval procedures: drafting dossiers and working with the Department of Planning and Investment, People’s Committees, and relevant Ministries
- Construction & environmental licensing: Construction Permits, Environmental Impact Assessment approvals, and Fire Prevention and Fighting safety certifications
- Resolving compensation hurdles: land pricing, compensation mechanisms, and resettlement support to accelerate site clearance
Structuring and financing solutions
- Syndicated credit & project loans: drafting syndicated loan contract suites, establishing mortgage mechanisms for property rights and future assets
- Fundraising from customers: safe legal frameworks for Deposit Contracts, Business Cooperation Contracts (BCC), and off-plan sales contracts, complying with fundraising conditions of the Real Estate Business Law
- Project bond issuance: advising on the process, drafting Information Disclosure Documents, and managing collateral for bondholders
Commercial management, operation, and leasing
- Management board structuring: organizing the Condominium Meeting, establishing the Management Board, and drafting Management and Operation Regulations
- Commercial leases: designing, reviewing, and negotiating lease contracts for retail, Class A offices, warehouses, or industrial real estate
- Operation management contracts: negotiating Hotel Management Agreements (HMA) with international brands or Property Management Agreements
Real estate M&A and project transfer
- Legal due diligence: scanning legal records for unfulfilled land financial obligations, tax debts, or pending disputes
- Transaction structure design: transferring the whole/part of the project (asset deal) or acquiring shares in the project company (share deal)
- Deal execution: drafting the Project Transfer Agreement, negotiating commitment and guarantee clauses, and obtaining state agency approvals
“The highest value IVLF brings is not merely completing an administrative procedure, but establishing a solid legal barricade, helping clients’ real estate assets achieve the highest liquidity in the market.”
Maximizing protection for developers’ interests
- Controlling the off-plan sales barrier: raising capital before foundation acceptance or written approval can lead to project suspension and legal liability – we strictly control legal drop points
- Locking down contractor risks: through standard FIDIC construction contracts, strictly binding progress, quality, and penalty sanctions
- Securing M&A deal information: applying an absolutely strict NDA system throughout project sale negotiations
Professional advisory process
Reception & Positioning
Collecting project records and making a preliminary legal feasibility assessment.
Advisory Planning
Proposing a handling roadmap and reporting potential risks.
In-depth Execution
Drafting, contract negotiation, legal due diligence, or representing clients in administrative procedures.
Reporting & Handover
Continuous progress updates, handover of permits and signed contracts, and post-transaction compliance monitoring.
The new real estate legal framework (2024–2026)
- Land Law 2024 (No. 31/2024/QH15, effective 1 August 2024): annual provincial land price tables replacing the five-year framework; foreign-invested economic organisations may now receive transfers of land use rights in industrial parks, industrial clusters and economic zones and receive land use rights as capital contribution
- Law on Real Estate Business 2023 and Housing Law 2023 (effective 1 August 2024): stricter conditions for off-plan sales, escrow and guarantee requirements, and expanded permitted activities for foreign-invested developers
- Law on Investment 2025 and Decree No. 96/2026/ND-CP (effective March 2026): real estate projects holding an investment policy approval or IRC are now eligible for project transfer, with a fast-track procedure for projects in industrial parks, economic zones and free trade zones
- 2025 administrative consolidation: land and planning authorities reorganised into 34 provinces with two-tier local government – titles, zoning and licensing files should be re-verified
Frequently asked questions
What are the conditions to transfer an entire real estate project?
The project must be approved/granted in-principle investment approval, financial obligations regarding land must be fulfilled, there must be no disputes, and the acquiring developer must meet financial and professional capacity requirements.
How long does Legal Due Diligence for a real estate project take?
Usually 3 to 6 weeks depending on scale, formation history, and complexity. IVLF has a dedicated team to expedite this process.
Can foreigners/FDI enterprises acquire housing projects in Vietnam?
FDI enterprises are permitted to receive the transfer of part or all of a real estate project, subject to specific constraints on the purchasing entity, ownership ratio, and investment registration procedures.
Can foreign investors own land in Vietnam?
Vietnam does not recognise private land ownership – investors hold land use rights. Foreign-invested companies can now also receive LUR transfers in industrial parks and economic zones under the Land Law 2024.
Asset deal or share deal – which is better?
It depends on licensing, tax and liability exposure. Share deals move faster; asset/project transfers give a cleaner slate. We model both before you commit.
How do you verify a project is safe to buy?
Full land and licensing due diligence: title, zoning, land rent status, mortgage checks and developer obligations – reported with red flags and deal-breakers clearly separated.