Real Estate and Planning Law in Vietnam | Property Advisory | ECOVIS Vietnam Law

The 2024 overhaul of Vietnam’s land and housing legislation did more than update terminology — it rewired the sequence of approvals a foreign investor or manufacturer must clear before land is usable, financeable, and transferable. Getting the sequence wrong is the single most common cause of stalled real estate projects in Vietnam, whether the goal is a factory shed on industrial land or a residential unit for an expatriate executive. ECOVIS Vietnam Law works through each stage of that sequence with clients before capital is committed, not after a problem surfaces.

What the 2024 land law overhaul changed for foreign investors

The Land Law 2024 did not open the market outright to foreign land ownership — the underlying principle that land belongs to the people, administered by the State, and made available to users through allocation or lease remains intact. What changed is the mechanics: how land use rights are transferred between parties, how valuation and compensation are determined, and how foreign-invested enterprises document and register their rights. For investors already holding land in Vietnam, the practical question raised by the overhaul is usually not “am I still compliant” but “do my existing agreements, registrations, and internal corporate approvals reference the correct legal basis going forward.” We see this most often in older lease structures and joint venture land contributions drafted under the prior framework, where the underlying commercial deal is sound but the paperwork trail needs updating to align with current procedure before a bank, buyer, or licensing authority will rely on it.

Land use rights certificates for industrial and factory sites

A land use rights certificate (LURC) is the anchor document for any factory investment — it is what a lender will ask to see before extending project finance, and what a buyer’s due diligence team will scrutinize first in an exit. For industrial zone tenants, the LURC (or the sub-lease equivalent issued through the zone developer) needs to match precisely: the registered land use purpose, the permitted duration against the term of the underlying industrial zone lease, and the boundary description against what was actually surveyed and built. Mismatches are common where a factory has been expanded, where ancillary structures (worker dormitories, warehousing, effluent treatment) sit outside the originally registered footprint, or where the zone developer’s master land arrangement itself has an unresolved registration gap that gets inherited by every sub-tenant. A pre-investment or pre-expansion review of the zone developer’s own land documentation — not just the sub-lease being offered — is one of the more overlooked steps we recommend before signing.

Construction permitting under the Construction Law 2020

Construction permitting sits downstream of land rights but is where timelines most often slip, because it depends on a chain of prior approvals — land use rights, zoning conformity, environmental and fire-safety clearances, and design approval — being complete and internally consistent before the permit application is even filed. A common pitfall is submitting a construction permit application while an upstream approval (commonly a zoning or environmental clearance) is still pending sign-off at a different authority, which resets the review clock rather than proceeding in parallel. Another is treating the permit as a one-time formality: material changes to a facility during construction — a taller structure, an added floor, a different use of part of the building — can require an amended permit, and proceeding without one creates a defect that surfaces later at completion inspection or at sale. We advise clients to map the full permitting sequence, including which approvals can run in parallel and which are strictly sequential, before construction procurement begins.

Foreign ownership of residential property: quota and resale limits

The Housing Law 2023 permits foreign individuals to own residential units within a quota framework applied per building and per residential area, rather than an unrestricted individual entitlement. In practice this means the availability of foreign-eligible units in a given project can be exhausted well before construction completes, so confirming quota availability — and getting that confirmation in writing from the developer — is a step to take before any deposit is paid, not after. Ownership is also time-limited and comes with resale conditions: a foreign owner’s ability to transfer the unit, and to whom, is narrower than for a Vietnamese buyer, which affects both exit planning and the unit’s practical resale value. We advise foreign buyers on structuring the purchase contract to protect against quota disputes, on the renewal mechanics as ownership terms approach expiry, and on what a resale actually requires procedurally when the time comes.

Structuring an acquisition within Vietnamese land-law constraints

Because foreign-invested enterprises face narrower acquisition options than domestic entities, the structuring question usually arrives early: should the project proceed as a direct land use rights lease, an acquisition of an existing commercial asset with land rights attached, or a joint venture where a Vietnamese partner holds the land contribution. Each path carries different due diligence priorities — a direct lease turns on the terms and remaining duration of the underlying land allocation; an asset acquisition turns on the seller’s chain of title and any encumbrances riding with the land; a joint venture turns on the durability of the partner’s own rights and the contribution mechanics if the venture unwinds. Getting the structure right at the outset avoids the more expensive alternative of restructuring an operating asset mid-project.

Real estate transactions in Vietnam reward investors who front-load their diligence rather than treating approvals as a checklist to clear after the commercial deal is agreed. If you are evaluating a site, a project acquisition, or a residential purchase, our team can walk through the specific documents and approvals relevant to your situation before you commit capital.

For location-specific detail across Ho Chi Minh City districts and industrial provinces, see our Local Legal Guides.

Talk to our team about your real estate project →