Legal Documents You Need to Know When Buying Property in Vietnam

The Land Law (Luật đất đai), the law on real estate business (Luật kinh doanh bất động sản), and the housing law (Luật nhà ở) are three key legal documents that directly impact Vietnam’s real estate market. These laws have undergone various amendments and additions over the years, aiming to address legal bottlenecks, promote market development, and align with the country’s evolving economy. Notably, some of these changes have affected the property ownership rights of foreign individuals and organizations in Vietnam. Let’s take a look at the essential legal documents that foreigners should be aware of.

Section 3 of The 2023 Housing Law of Vietnam: Ownership of Housing in Vietnam by Foreign Organizations and Individuals

Article 16. Areas Where Foreign Organizations and Individuals Are Allowed to Own Housing in Vietnam

1. Foreign organizations and individuals may own housing within housing development projects as prescribed in Article 17 of this Law, except for projects located in areas designated for national defense and security in accordance with Vietnamese law.

2. The Ministry of National Defense and the Ministry of Public Security are responsible for notifying the areas that require protection for national defense and security. Based on that information, the provincial-level People’s Committees shall identify and publicly announce—on their official portals and the portals of provincial housing management authorities—the list of housing development projects in which foreign organizations and individuals are permitted to own housing.

Article 17. Foreign Organizations and Individuals Eligible to Own Housing in Vietnam and Forms of Ownership

1. Foreign organizations and individuals eligible to own housing in Vietnam include:

a) Foreign-invested economic organizations that develop housing projects in Vietnam in accordance with this Law and other relevant laws;

b) Foreign-invested economic organizations, branches, and representative offices of foreign enterprises, foreign investment funds, and branches of foreign banks operating in Vietnam (collectively referred to as “foreign organizations”);

c) Foreign individuals who are permitted to enter Vietnam.

2. The foreign organizations and individuals specified in Clause 1 of this Article may own housing in Vietnam, including both condominiums and detached houses, through the following forms:

a) Organizations specified in Point a, Clause 1 of this Article may own housing through the implementation of housing development projects in Vietnam;

b) Organizations and individuals specified in Points b and c, Clause 1 of this Article may own housing by purchasing, leasing-purchasing commercial housing from project developers, or by receiving housing as a gift or inheritance within commercial housing projects located outside areas designated for national defense and security as defined in Article 16 of this Law;

c) Organizations and individuals specified in Points b and c, Clause 1 of this Article may own housing through purchasing or lease-purchasing from other foreign organizations or individuals who have already owned the housing in accordance with Point b of this Clause.

Article 18. Conditions for Foreign Organizations and Individuals to Own Housing in Vietnam

1. Foreign-invested economic organizations as defined in Point a, Clause 1, Article 17 must be project developers of housing development projects in accordance with this Law and the Law on Real Estate Business.

2. Foreign organizations as defined in Point b, Clause 1, Article 17 must possess a valid Investment Certificate or Investment Registration Certificate or other valid documents related to their legal operation or establishment in Vietnam at the time of entering into housing-related transactions (hereinafter referred to as “investment certificate”), issued by a competent authority in accordance with Vietnamese law.

3. Foreign individuals as defined in Point c, Clause 1, Article 17 must not be entitled to diplomatic or consular immunities and privileges as prescribed by law.

Article 19. Limits on Housing Ownership by Foreign Organizations and Individuals in Vietnam

1. Foreign organizations and individuals as defined in Points b and c, Clause 1, Article 17 may only purchase, lease-purchase, receive as gifts or inheritance, and own:

• No more than 30% of the total number of apartments in a single condominium building;

• In the case of detached houses (including villas and terraced houses), no more than 250 houses within an area equivalent in population to one ward.

2. In areas with multiple condominium buildings or multiple detached houses located along a street within the same population size equivalent to one ward, the foreign organizations and individuals may only purchase, lease-purchase, receive as gifts or inheritance, and own up to the limits stated in Clause 1.

3. The Government shall regulate specific requirements regarding areas crucial to national defense and security, criteria for population size equivalent to a ward, the quantity of housing that foreign entities may own, the extension of ownership terms, and the management of foreign ownership of housing in Vietnam.

Article 19. Limits on Housing Ownership by Foreign Organizations and Individuals in Vietnam

1. Foreign organizations and individuals referred to in Points b and c, Clause 1, Article 17 of this Law may only purchase, lease-purchase, receive as gifts, inherit, and own no more than 30% of the total number of apartments in a condominium building. In the case of detached houses, including villas and townhouses, they may only own up to 250 houses within an area equivalent in population to one administrative ward.

2. If there are multiple condominium buildings or several detached houses along one street within a ward-level population area, foreign organizations and individuals may only purchase, lease-purchase, receive as gifts or inheritance, and own up to the same limits as prescribed in Clause 1.

3. The Government shall regulate:

• Areas subject to national defense and security protection,

• Criteria for converting population size equivalent to a ward,

• The number of houses foreign entities may own,

• Extension of housing ownership periods,

• Management of foreign housing ownership in Vietnam.

Article 20. Rights of Foreign Organizations and Individuals as Homeowners

1. Foreign-invested economic organizations defined in Point a, Clause 1, Article 17 have the same rights as domestic homeowners under Article 10. However, if the housing is built on leased land, they may only lease out the housing, not sell.

2. Foreign organizations and individuals defined in Points b and c, Clause 1, Article 17 have the same housing ownership rights as Vietnamese citizens, but must comply with the following:

a) They may only acquire and own housing within the limits set in Article 19, and are entitled to receive a Certificate of Ownership;

b) If they are gifted or inherit housing that either (i) falls outside the eligibility under Point b, Clause 2, Article 17, (ii) exceeds ownership limits in Article 19, or (iii) is in a defense/security-sensitive area per Article 16, they may only receive the value of the house, not the ownership;

c) A foreign individual may own a house for up to 50 years from the issuance date of the ownership certificate, and may be granted a one-time renewal of up to 50 years if desired. The ownership duration must be clearly stated on the Certificate.

• If a foreigner marries a Vietnamese citizen residing in Vietnam, they have full homeownership rights as a Vietnamese citizen.

• If a foreigner marries an overseas Vietnamese who is allowed to enter Vietnam, they have the same rights as overseas Vietnamese.

d) Foreign organizations may own housing for no longer than the duration stated in their Investment Certificate, including extensions. The ownership term is counted from the issuance date of the certificate and must be stated on the document;

đ) Before the expiration of their ownership term, the owner may sell or gift the house to an eligible party. If not done before expiry, the property will become public property.

• If the buyer/recipient is defined under Points a and b, Clause 1, Article 8, they shall enjoy the rights under Clause 1, Article 10.

Article 21. Obligations of Foreign Organizations and Individuals as Homeowners

1. Foreign-invested economic organizations in Point a, Clause 1, Article 17 must fulfill the homeowner obligations stated in Article 11.

2. Foreign organizations and individuals in Points b and c, Clause 1, Article 17 have obligations similar to Vietnamese homeowners, with the following requirements:

a) A foreign individual may lease their property for legally permitted purposes, but must notify the district-level housing authority before leasing, in accordance with Ministry of Construction regulations, and must pay taxes on the rental income.

• If the foreigner marries a Vietnamese citizen residing in Vietnam, they bear the same obligations as a Vietnamese homeowner.

• If the foreigner marries an overseas Vietnamese who is allowed to enter Vietnam, they follow the obligations for overseas Vietnamese homeowners.

b) A foreign organization may only use the house to accommodate staff working at that organization;

c) All housing purchases or lease-purchases must be paid through a credit institution or foreign bank branch operating in Vietnam;

d) If a foreign individual is deported or a foreign organization is forced to cease operations due to legal violations, their housing shall be handled according to the decision of a competent Vietnamese authority.

Article 22. Cases Where Foreign Entities Are Not Granted a Certificate of Ownership

1. Foreign organizations and individuals shall not be issued a Certificate of Ownership in the following cases, and must sell or gift the house to eligible entities:

a) If the house was gifted or inherited in situations that:

• Do not meet the criteria in Point b, Clause 2, Article 17;

• Exceed the ownership limit under Article 19;

• Are located in national defense/security zones under Article 16.

b) If the foreign organization is not operating in Vietnam or the foreign individual is not permitted to enter Vietnam, even though they were gifted or inherited housing.

2. Entities under Point a, Clause 1 may sell or gift their house directly or through authorization. Those under Point b, Clause 1 may authorize another person or organization residing or operating in Vietnam to handle the transfer.

3. If an inherited house has both eligible and ineligible beneficiaries, the parties must agree to:

a) Allow the eligible party to inherit the house, while the ineligible party receives the corresponding monetary value of their inheritance share;

b) Sell or gift the house to an eligible party and divide the value accordingly.

Articles 5, 6 & 7 of Government Decree No. 95/2024/ND-CP

Article 5. Criteria for Determining Population Equivalent to a Ward and the Number of Houses that Foreign Organizations and Individuals May Own

1. The population equivalent to one ward, regardless of administrative unit level, as the basis to determine the number of separate houses foreign organizations and individuals may own (as prescribed in Article 19 of the Housing Law), is 10,000 people according to approved planning by competent authorities. When approving such planning, provincial-level planning authorities must publish the equivalent population figure on their official websites.

2. The number of residential properties in housing development projects that foreign organizations and individuals may own is determined as follows:

a) For an apartment building (including mixed-use buildings), foreign entities may own up to 30% of the total residential units. If the building consists of multiple blocks or towers sharing a podium, this limit applies separately to each block or tower.

b) For separate houses:

• In areas with a population as specified in Clause 1, if there is only one housing project, foreign entities may own no more than 250 units.

• If there are two or more housing projects in such an area, the total owned must not exceed 250 houses across all projects.

• If a foreign entity has reached the ownership cap in the area, they may not acquire further houses in other projects within the same area.

Article 6. Dossier, Order, and Procedures for Extending Housing Ownership Duration for Foreign Organizations and Individuals

1. A dossier for requesting an extension of housing ownership includes:

a) A request form using Form No. 01 in Appendix I attached to this Decree.
b) A certified copy (or original for comparison) of the Certificate of Land Use Rights, Home Ownership, and Other Assets attached to land (hereafter referred to as “Certificate”).
c) A valid passport copy with an immigration stamp to Vietnam or equivalent legal entry documents (for foreign individual owners).
d) An extended investment registration certificate (for foreign organizational owners).

2. Procedure:

a) At least 3 months before the expiration, the foreign owner must submit the dossier (by hand, post, or online) to the provincial People’s Committee where the property is located.

b) Within 30 days of receiving a valid dossier:

• If eligibility is confirmed, the People’s Committee will issue a one-time approval extending the ownership term, up to 50 years from the original expiry.

• For organizations, the extended term must match the validity of the extended investment certificate.

• If ineligible, the authority must issue a written explanation.

c) Within 15 days after receiving the extension approval, the owner must submit the approval document to register the ownership term change on the existing Certificate.

3. If a foreign individual is deported or expelled or an organization is forced to cease operations in Vietnam at the time of the first expiry, they are not eligible for an extension. Property disposition must comply with relevant provisions in the Housing Law.

Article 7. Management of Housing Ownership by Foreign Organizations and Individuals in Vietnam

1. Information published on the provincial housing authority’s website includes:

a) Number of units (apartments, separate houses) in each project where foreign entities are allowed to own;
b) Number of units purchased or leased-to-own, and certificates issued;
c) Number of houses allowed in areas with multiple projects under population limits defined in Article 5.

2. Management of transactions with foreign entities:

a) Before signing sale or lease-purchase contracts or donations, project developers or sellers must verify available quota on the provincial housing authority’s website.
b) Within 3 working days after signing, developers/sellers/donors must notify the housing authority (via email and written form). The authority must publish this info within 3 working days.
c) Before issuing ownership certificates, authorities must verify eligibility against published data. They must also notify the housing authority within 3 working days of issuance.

3. Transactions exceeding ownership limits or conducted in unauthorized projects are legally invalid. No certificate will be granted, and sellers/lessors must compensate the buyer for any damages.

4. Provincial housing authorities, developers, sellers, donors, and certifying agencies are legally liable for failing to promptly publish or report required information.

5. Reporting responsibilities:

a) Certificate-issuing agencies must report to the Ministry of Construction and Ministry of Natural Resources and Environment, including a copy of the certificate issued.
b) Data sharing regarding foreign ownership must comply with real estate data regulations.

Article 28 of the 2024 Land Law

Article 28 of the 2024 Land Law regulates how foreign organizations can access land ownership and land use rights in Vietnam. Below is a summary:

1. Being leased land by the State

Foreign-invested economic organizations may be leased land by the State to implement projects. The land lease may be carried out in one of two forms:

• Annual rental payment to the State;

• One-time rental payment for the entire lease term.

2. Receiving capital contribution in the form of land use rights

One of the common methods for foreign-invested economic organizations to acquire land use rights is through capital contribution by Vietnamese partners in the form of land use rights. This is an economic cooperation model that allows foreign enterprises to use land use rights as part of the contributed capital in investment projects.

3. Acquiring investment capital in which the value is represented by land use rights

According to regulations, foreign-invested economic organizations may acquire contributed investment capital where the value is represented by land use rights. This enables greater flexibility in utilizing land assets for the development of economic projects.

4. Acquiring land use rights within industrial parks, industrial clusters, or high-tech zones

Foreign-invested economic organizations may acquire land use rights located within industrial parks (IPs), industrial clusters, or high-tech zones. These are strategic areas that are dynamic and suitable for manufacturing, research, and high-tech development activities.

5. Being allocated land by the State for the purpose of implementing residential housing projects

Foreign-invested economic organizations may be allocated land by the State for the development of residential housing projects for sale or for a combination of sale and lease. This is an effective form of investment promotion that helps stimulate the real estate market and meet housing demands in Vietnam.

6. Acquiring land use rights under special circumstances

In addition to the aforementioned cases, foreign-invested organizations or companies may also acquire land use rights under certain special circumstances, such as:

• Having an official document recognizing the result of a land use rights auction;

• Based on decisions or awards issued by the Vietnam Commercial Arbitration;

• According to agreements in contracts or mortgage settlements for debt resolution;

• Having a document on division or separation of land use rights among co-users;

• Based on successfully mediated land disputes officially recognized by competent authorities;

• Pursuant to decisions of state agencies or court judgments regarding land dispute resolution, complaints, or denunciations.