Real estate crowdfunding had no template in Vietnam when this transaction began – the structure below built one. Between March and August 2024, IVLF Advisors LLC, led by Managing Director Nguyen Trung Nghia, provided comprehensive advisory support for the legal and financial risk management of a complex real estate crowdfunding transaction – among the first of its kind in Vietnam.
Scope of IVLF’s Work
- Developing and executing strategies to minimise legal risk to the fullest extent possible;
- Drafting and finalising all required legal documentation;
- Structuring the contractual framework through a series of bespoke agreements designed for the first time around the transaction’s specific requirements;
- Structuring the capitalisation of a special purpose vehicle (SPV) to accommodate both individual investors and a group of companies while preserving the desired tracking-share ratios;
- Completing all mandatory procedures with Vietnamese licensing authorities to enable share transfers and in-kind capital contributions;
- Executing specialised settlement mechanics among the crowdfunding sponsor, individual investors and the SPV – including exchangeable debt, convertible debt, special share transfers and private placements.
The Outcome
The structure allowed angel investors to acquire preference shares in a newly established SPV without triggering public company registration with the State Securities Commission, while simultaneously enabling capital contribution to the SPV in the form of shares of the parent company registered with the Vietnam Securities Depository (VSDC).
A large number of individual investors became shareholders of the SPV – and, critically, the SPV avoided classification as a public company under the Securities Law 2019.
SPV capitalisation structure designed to remain outside public-company classification.
Why It Matters
This achievement highlights IVLF’s depth across finance, tax, investment and law, and its ability to engineer innovative, compliant structures for novel transactions in the Vietnamese market.
Key Legal References
- Securities Law 2019: public company thresholds and registration obligations the structure was designed to avoid triggering;
- Law on Enterprises: preference share classes and in-kind capital contributions;
- VSDC regulations: procedures for contributing centrally registered shares.
Related practice areas: Capital Markets · Banking & Finance · Startups & SMEs
Facing a similar challenge?
IVLF Advisors LLC advises investors and enterprises on restructuring, M&A, capital raising and cross-border transactions in Vietnam. Contact us for a confidential assessment of your matter.
Real estate crowdfunding in Vietnam: what this case teaches
Why the structure mattered more than the idea
Pooling small investors into property is an old idea; doing it inside Vietnamese law is the hard part. Public fundraising triggers securities regulation, land holding has ownership rules, and investor exits need a mechanism courts will honour. This real estate crowdfunding structure threaded all three – which is why it closed while imitators stayed on whiteboards.
Can the model be repeated?
Yes, with discipline. Each real estate crowdfunding project needs its own securities analysis, a custody arrangement investors can verify, and disclosure written for retail readers. The framework from this matter has since been adapted for other asset classes, and the regulatory perimeter continues to evolve – structures must be re-checked against current guidance each time.
The broader signal for Vietnamese capital markets
Beyond the deal itself, this real estate crowdfunding transaction signalled that Vietnamese law can accommodate genuinely new funding structures when the analysis is done properly. Retail capital is abundant; investable, well-governed vehicles are scarce. Every structure that closes cleanly – with real disclosure, real custody and a real exit – widens what regulators are comfortable approving next, and narrows the space for the informal schemes that damage investors and the market’s reputation alike. That is the quiet, compounding value of doing the first one right: the second real estate crowdfunding deal in any market is always easier than the first, and it inherits the standards the pioneer set.
What should sponsors bring to a first meeting?
The asset, the target raise, the investor profile and the exit horizon. From those four facts our capital markets team can size the legal path for a real estate crowdfunding raise – or tell you candidly that a private placement fits better.
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.
