A real estate business license Vietnam position is one of the most tightly conditioned areas of foreign investment. The Law on Real Estate Business 2023 and the Land Law 2024, both effective from 1 August 2024, redrew what a foreign-invested enterprise may do with property, and several structures that worked before no longer do.
This guide sets out the six conditions that determine whether a foreign investor can operate a property business in Vietnam and in what form.
Real Estate Business License Vietnam: Who Needs One
Any organisation conducting real estate business as a trade, meaning investment in construction for sale or lease, transfer of projects, or provision of real estate services, must be established as an enterprise and satisfy the conditions in the Law on Real Estate Business 2023.
Occasional disposals by an owner that is not in the property trade fall outside the regime, as do certain small-scale transactions. Where a manufacturer builds a factory for its own use, it is not conducting a real estate business, but subleasing surplus space can bring it within the rules.
Real Estate Business License Vietnam: Permitted Scope for Foreign Investors
Foreign-invested enterprises may invest in construction of housing for sale or lease on land allocated or leased by the State, may invest in construction on land leased in industrial parks, industrial clusters, export processing zones, hi-tech parks and economic zones, and may acquire in-progress projects subject to conditions.
They may not receive transfers of land use rights from individuals in the way a domestic developer can, which is why land assembly is usually done at project company level. Our guide to land use rights for investment projects explains the access routes.
Real Estate Business License Vietnam: Capital and Equity Conditions
Developers must satisfy minimum equity ratios against total project investment, with a higher equity proportion required for smaller land areas and a lower proportion for larger ones. The enterprise must also demonstrate that it is not in breach of construction and property law in other projects.
Equity is tested against the audited financial statements, so the capital plan and the audit cycle need to align. Setting charter capital solely by reference to the licensing minimum, without modelling the project equity ratio, is a common and expensive error. See our note on total investment capital.
Real Estate Business License Vietnam: Off-Plan Sales Conditions
Selling or leasing future housing requires the technical infrastructure to be completed to schedule, the foundation of the building to be completed, written confirmation from the provincial construction authority that the property is eligible for sale, and a bank guarantee of the developer’s obligations to buyers.
Deposits are regulated, and the payment schedule is capped by law with a lower cap on the proportion collectible from foreign buyers before handover of the certificate. Marketing that runs ahead of the eligibility confirmation is the most frequently penalised breach in the sector.
Real Estate Business License Vietnam: Real Estate Services
Brokerage, exchange operation, consultancy and management are separately regulated. Brokerage practitioners require a practising certificate and must operate through an enterprise; individual brokerage outside an enterprise is no longer permitted under the 2023 law.
Foreign-invested service providers are generally permitted, which makes services a common first step for international agencies entering the market ahead of any development activity.
Real Estate Business License Vietnam: Project Transfer
Acquiring a project rather than licensing one from scratch is the dominant route for foreign capital. Transfer requires the project to have an approved detailed plan, a land use rights certificate for the transferred portion, and no dispute or seizure, and it requires approval from the competent authority.
The transferee must satisfy the same conditions as an original developer. Our guides on real estate project transfer and investment project transfer set out the conditions and the sequence.
Real Estate Business License Vietnam: Practical Entry Routes
Three routes dominate. The first is licensing a new project company, which suits investors with a land bank partner and appetite for the full development cycle. The second is acquiring an in-progress project, which is faster but transfers every historical defect in the land and construction file. The third is entering on services only, which requires no development capital and lets an international agency build a market position before committing.
Each route triggers the real estate business license Vietnam conditions differently. Services require practising certificates and an operating enterprise; development requires the project equity ratio and clean compliance history; acquisition requires the transferee to satisfy the same conditions as an original developer. Choosing the route before land is negotiated, rather than after, is what keeps the real estate business license Vietnam application aligned with the commercial plan.
Frequently Asked Questions
Can a foreign investor buy land in Vietnam?
Land is owned by the people with the State as representative. Investors obtain land use rights by allocation, lease or acquisition of a project company holding them.
Is there a minimum charter capital?
The 2023 law works through project equity ratios rather than a single fixed minimum, tested against audited accounts.
Can foreign individuals own apartments?
Yes, within building and area quotas and for a defined ownership term, which is separate from the business licensing regime.
Does leasing surplus factory space require a licence?
It can bring the enterprise within the real estate business regime. Review before signing a sublease.
Get Property Structuring Advice
IVLF Advisors advises on real estate business licensing, project acquisition, off-plan sales compliance and land access for foreign developers and funds. See also our real estate practice and guidance from the Ministry of Finance. Contact our team.
This article is provided for general information only and does not constitute legal advice for any specific case. Regulations may change – please consult a qualified professional before acting. Should further analysis be required, please contact one of our lawyers below.
