Transfer of real estate projects: Condition and Procedure

1. Conditions for transferring the real estate projects

Article 49, Law on Real Estate Business 2014 prescribes conditions for the transfer of the whole or part of real estate projects as follows:

(1) Conditions for transferring of the real estate projects

The transferred real estate project must meet the following conditions:

- The project has already been approved by competent state agencies with the detailed planning of 1:500 scale or the approved general plan planning;

- The transferred project or part of the project has finished ground compensation and clearance.  For the transfer of the entire infrastructure construction project, construction of technical infrastructures must be completed corresponding to the schedules of the approved project;

- Being free from land use right dispute, being not distrained for judgment execution or execution of administrative decisions of competent state agencies.

- Not to be subject to project revocation or land recovery under decisions of competent state agencies; if there are violations during the project implementation, investors shall fully comply with sanctioning decision.

(2) Conditions for transferors

Investors-transferors have possessed the certificate of land use rights over the whole or part of the transferred project.

(3) Conditions for receivers

Investors acquiring the whole or part of real estate projects must be real estate business enterprises with financial capability and commitments to further investing in construction and business in accordance with law, ensuring schedule and contents of the projects.

2. Competence to permit the transfer of the whole or part of real estate projects

Pursuant to Article 50, Law on Real Estate Business 2014 which is amended and supplemented by Point b, Clause 2, Article 75, Law on Investment 2020, competence to permit the transfer of the whole or part of real estate projects, in particulars:

- For real estate projects having investors approved or investment registration certificates granted under the Law on Investment, the competence, and procedures for transferring the whole or part of such projects must comply with the Law on Investment.

Accordingly, the investor has the right to transfer if satisfying all the conditions in accordance with law provisions.

- For real estate projects other than those specified in Clause 1 of this Article, the competence to permit the transfer of the whole or part of such projects is specified as follows:

+ Provincial-level People’s Committees shall decide to permit the transfer of the whole or part of real estate projects, for projects in which the investment is decided by provincial-level People’s Committees;

+ The Prime Minister shall decide to permit the transfer of the whole or part of real estate projects, for projects in which the investment is decided by the Prime Minister.

3. Procedures for transferring the real estate projects

* Real estate projects are approved by the investors or issued with the investment registration certificate in as prescribed in the Law on Investment.

For the investment projects which are approved in accordance with the provisions prescribed in Article 29, Law on Investment 2024 and projects which are granted investment registration certificates, investors shall carry out procedures for adjustment of investment projects.

* For the real estate project excluded above cases

Pursuant to Article 51, Law on Real Estate Business 2014, the procedures for transfer of the whole or part of real estate projects as follows:

Step 1: Investors shall send dossiers of application for the transfer

Investors shall send of the whole or part of real estate projects to the provincial-level People’s Committees of the localities where the projects are located or to agencies authorized by provincial-level People’s Committees.

Step 2: Receive the dossier

Step 3: Solve requirements

Within 30 days after receiving a complete and valid dossier, provincial-level People’s Committees shall issue the transfer permission decision, if the conditions for transfer are not fully met, provincial-level People’s Committees shall send a written notice to investors.

In case the project in which investment has been decided by the Prime Minister, within 45 days after receiving a complete and valid dossier, the provincial-level People’s Committee shall seek opinions of the line ministry and the Ministry of Construction to report to the Prime Minister for decision.

Step 4: Conclusion of the transfer contract and the handover of the project

Within 30 days from the date of issuing a competent state agency’s decision to permit the transfer of the project, the involved parties shall complete the conclusion of the transfer contract and the handover of the project.

In case an investor acquiring a real estate project is a foreign-invested enterprise, after obtaining a competent state agency’s decision to permit the transfer of the project, the investor-transferor shall carry out procedures to return land to the State;

Within 30 days from the date of receiving a complete and valid dossier, the competent state agency shall decide on land allocation and lease for the investor-transferee.