The Vietnamese version is available here.

One year after the Land Law 2024, the Real Estate Business Law 2023, and the Housing Law 2023 came into effect, Vietnam’s real estate legal framework has begun to show both its reform momentum and the challenges of implementation.

Vilasia, in collaboration with The Saigon Times, is pleased to present a series of analytical articles by Vilasia’s Nhung Nguyen, offering a one-year review of how these landmark laws are being implemented in practice. Through real cases and regulatory analysis, the series highlights key issues emerging in areas such as land financial obligations, project transfers, delayed projects, commercial housing development, and project implementation models. The series will aim to provide practitioners, investors, and policymakers with a clearer picture of where the new legal framework is working as intended and where further clarification and adjustment may be needed.

The series focus on five main topics:

(i) Land-Related Financial Obligations: The Strain of Balancing Interests;
(ii) Transfers of Real Estate Projects: Practical Bottlenecks in Implementation;
(iii) Delayed (“Suspended”) Projects: Responsibility Cannot Be Placed Solely on Investors;
(iv) Development and Management of Commercial Housing: Bright Spots and Persistent Bottlenecks; and
(v) Apartment Building Governance: Maintenance Funds Remain a “Hot Spot”.

Below is the second in the series entitled “Transfers of Real Estate Projects: Practical Bottlenecks in Implementation”, originally published in Vietnamese in The Saigon Times on August 17, 2025. The digital version is available here.

Transfers of Real Estate Projects: Practical Bottlenecks in Implementation

(The Saigon Times) – LTS: After one year of implementation, the new laws — the Land Law 2024, the Law on Real Estate Business 2023, and the Housing Law 2023 have been gradually implemented. A series of decrees, circulars, and decisions have been promulgated to provide detailed guidance, thereby establishing a clear legal foundation for project development under the new regulations.

In practice, however, many issues still arise, from inconsistent legal regulations to differences in how various management authorities interpret and apply these regulations. The Saigon Times presents a series of articles that analyze several notable problems in the implementation of these legal documents.

Transfers are still difficult without a land use right certificate

One of the notable new points of the Real Estate Business Law 2023 is that it allows investors to complete a real estate project transfer immediately after fulfilling financial obligations for the land, even without a Land Use Right Certificate (LURC) for the transferred project area[1]. In reality, after fulfilling their financial obligations, investors often have to wait several more months to be granted an LURC. Therefore, this new regulation is expected to significantly shorten the time needed for the procedure, creating favorable conditions for both the transferring and receiving parties and helping to accelerate the progress of real estate projects[2].

To specifically implement this policy, Decree 101/2024/ND-CP, which provides guidelines for the registration of land use rights and ownership of assets attached to land (Decree 101), dedicates Article 43 to detailing the procedure for land use change registration in the case of real estate project transfers. It clearly distinguishes between two cases: (i) the transferring party has been granted an LURC and (ii) the transferring party has not yet been granted an LURC.

Based on Decree 101, provincial-level People’s Committees have reviewed and issued internal procedures to handle this administrative process locally, serving as the basis for specialized authorities to receive and process applications. In Hanoi, the City People’s Committee issued Decision 5630/QD-UBND on October 28, 2024, and Decision 6537/QD-UBND on December 22, 2024, which announced the list of administrative procedures for the land sector in the city. In this list, procedure number 31 clearly demonstrates the spirit of reform by specifying a separate application file for cases where an LURC has not yet been granted. In such a case, the investor only needs to submit documents proving that both the transferring and receiving parties have completed their financial obligations, along with the decision on land allocation, land lease, or permission to change the land use purpose for project implementation.

However, despite these clear regulations, some local authorities, especially land management authorities, remain hesitant when investors have not yet been granted an LURC, especially the land management authorities. These authorities often cite the provisions of the Land Law 2024 regarding the conditions for transferring land use rights, transferring assets attached to land, and transferring land with infrastructure. In all of these cases, the Land Law 2024 requires the investor to be granted an LURC before the transfer can be completed.

The Land Law 2024 governs transactions whose subject is land use rights, whereas the transfer of real estate projects under the Law on Real Estate Business 2023 concerns real estate projects as the subject of the transaction. Therefore, rigidly applying the provisions of the Land Law 2024 to regulate the transfer of real estate projects may easily lead to conflicts with the Law on Real Estate Business 2023, which permits the transfer of projects even when a land use rights certificate has not yet been issued.

As a result, the desire of lawmakers to streamline administrative procedures is being hindered by the rigid interpretation and application of local state authorities, leading to a legal implementation that does not achieve its initial expected effectiveness.

When does the buyer bear the tax burden?

A notable shortcoming arises in cases where a domestic organization receives a real estate project with land leased on an annual payment basis. This issue stems from the changes in the Land Law 2024 and Decree 101 compared to previous regulations in the Land Law 2013 and Decree 43/2014/ND-CP.

Previously, for land leased with annual payments, regardless of whether the receiving party was a domestic or foreign-invested investor, a procedure was required to request a State decision on land recovery from the transferring party and subsequent land allocation to the receiving party to continue the lease (a land lease decision)[3]. Accordingly, land management authorities and tax authorities would determine that the date the land lease decision was issued was the point in time when the receiving party began using the land and when their land lease payments would commence[4]. In other words, the date of the land lease decision marked the transfer of financial obligations related to the land from the transferring party to the receiving party.

However, the current regulations in Decree 101 no longer distinguish between land leased with annual payments and land leased with a one-time payment. Instead, if the receiving party is a domestic enterprise, there will be no land lease decision for the project land, whether the lease is annual or one-time[5].

This new regulation removes the benchmark for the transfer of obligations between the transferor and the transferer – a point that State authorities previously used to begin calculating the financial obligations for the receiving party. Meanwhile, the Land Law 2024 and its guiding documents do not have specific provisions for this unique case[6]. After a period of confusion, instead of using the date of completing the land change registration or a date agreed upon by the parties in the transfer contract, land management authorities in some localities have chosen the date of the decision approving the investor adjustment or the decision permitting the project transfer (the transfer decision) as the transfer date.

Consequently, immediately after a transfer decision is obtained, the receiving party is instantly burdened with financial responsibility for the land plot, even though the parties may not have signed a transfer contract, initiated the handover or takeover of the project, or completed payment. According to regulations, the declaration of non-agricultural land use tax must be made within 30 days from the date the obligation arises[7], which is 30 days from the date the transfer decision is issued. In contrast, the Real Estate Business Law 2023 allows up to 60 days to complete tasks like signing the transfer contract, making payments, and handing over the project[8]. As a result, not a few investors receiving project transfers are fined for late declaration and payment of this tax even before they have a chance to take over the project or review its financial obligations.

This issue does not occur when the receiving party is a foreign-invested enterprise, because the legal process still includes the step of the State recovering and re-allocating the land, which provides a clear and distinct benchmark for determining when the financial obligation arises.

Lack of Uniformity in Value-Added Tax Policy

Real estate project transfers are often high-value transactions, so whether or not Value-Added Tax (VAT) must be declared and paid is a major concern for many investors, especially the receiving party.

In early 2025, the real estate market was stirred by Official Letter No. 416/TCT-CS from the General Department of Taxation (the former), which rejected a proposal from the Binh Duong Provincial Tax Department (the former). The proposal was related to a company not having to declare VAT for a partial project transfer in the Vietnam – Singapore Industrial Park. The General Department of Taxation argued that the transfer for the purpose of continuing to build infrastructure or residential housing is considered a real estate business activity rather than the transfer of a production and business investment project as guided by Article 5.4 of Circular 219/2013/TT-BTC dated December 31, 2013, from the Ministry of Finance[9]. Therefore, the company must declare and pay VAT at a rate of 10% as regulated.

In contrast, also based on Article 5.4 of Circular 219/2013/TT-BTC, the General Department of Taxation had previously issued contradictory guidance. Specifically, in Official Letter 5210/TCT-CS dated December 8, 2015, it confirmed that the transferring party did not have to declare, calculate, and pay VAT for a project transfer, including a real estate project, if these investment projects met the conditions of the Investment Law and served the purpose of producing or trading goods and services subject to VAT (Official Letter 5210).

Based on this Official Letter 5210, for many years, local tax departments (the former) have provided guidance, and in practice, real estate enterprises have generally not declared or paid VAT when transferring real estate projects whose products are subject to VAT.

Thus, the recent guidance from the General Department of Taxation (now the Tax Department) on VAT policy for project transfers is not truly consistent with its prior guidance and current implementation practices. This has left both local tax authorities and real estate enterprises involved in project transfers in a state of confusion, especially for transactions already completed but for which VAT has not yet been declared or paid. For real estate enterprises in particular, having to pay 10% VAT on the total transfer value would be a significant financial burden in the equation of buying and selling real estate projects.

In Conclusion

The effectiveness of legal implementation in recent times is clear. However, reality shows a continued need to adjust and clarify existing regulations, for instance, the provisions on when the receiving party begins to bear financial obligations for the land or whether there is a responsibility to declare and pay VAT when transferring a project.

In addition to completing these regulations, for policies to truly resolve the real estate market’s difficulties and bottlenecks and achieve their intended effectiveness, a flexible, open, and consistent enforcement mindset from specialized management authorities is crucial during the administrative process.

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(*) Vilasia Law Firm

 [1] Article 40.3 of the Real Estate Business Law 2023

[2] Read our previous analysis of this policy in the article: Real estate project transfer, The Saigon Times, https://thesaigontimes.vn/chuyen-nhuong-du-an-bat-dong-san/ (last accessed on August 3, 2025).

[3] Article 83.2(b) of Decree 43/2014/ND-CP

[4] Article 108 of the Land Law 2013

[5] Article 43.2 of Decree 101/2024/ND-CP

[6] Article 155 of the Land Law 2024

[7] Article 10.3 of Decree 126/2020/ND-CP

[8] Article 10.6 of Decree 96/2024/ND-CP

[9] Article 5.4 of Circular No. 219/2013/TT-BTC stipulates: “Article 5. Cases not subject to VAT declaration and payment… 4. Organizations and individuals transferring an investment project for the production and business of goods and services subject to value-added tax to an enterprise or cooperative.”