Real Estate Legal Advisory Vietnam: Land & Project Services

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. Our real estate practice covers the full property lifecycle in Vietnam.

New era real estate: opportunities intertwined with legal risks

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)

Foreign investors and land – land use rights can be obtained only through certain routes, which must be confirmed before any deal
Project due diligence – land use purpose, allocation or lease basis and project approvals all need to be checked
Housing and sales – conditions for selling and leasing future housing and project units must be met before marketing
Financing – security over land and project assets depends on the type of right and the approvals in place

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.

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.

Can a foreign company own land use rights in Vietnam?

Foreign-invested companies can obtain land use rights only through defined routes such as allocation, lease or contribution of land use rights. We confirm the right route for your project.

What does real estate due diligence in Vietnam cover?

It covers title, land use purpose, planning and zoning, permits, project approvals and encumbrances. The findings support price adjustments and financing.

Real estate legal advisory Vietnam: what has changed in 2026

real estate legal advisory Vietnam - IVLF Advisors legal services

Real estate legal advisory Vietnam today means working across land, housing and real estate business rules that were all refreshed in recent years. Foreign-invested companies can obtain land use rights only through certain routes, and foreign individuals cannot hold land use rights directly. Due diligence should confirm the land use purpose, the basis of allocation or lease, and the eligibility of the investor. Getting these points right early protects both the transaction price and the financing.

Real estate legal advisory Vietnam: scope of support

Land use rights Vietnam – land use right certificates, lease structures, allocation and capital contribution by land use rights
Real estate due diligence – title, planning, zoning, permit and project approval reviews
Real estate acquisitions – project transfers, share deals, sale and purchase agreements and escrow arrangements
Development projects – project legal structuring, off-plan sales and buyer protection requirements
Industrial and commercial property – industrial park leasing, factory and office leases, sale-and-leaseback
Real estate finance – security over land and project assets, real estate debt and bond issuance
Construction permits and contracts – construction permits, design approvals and contractor agreements for real estate projects