If my real estate project is in dispute over land, can I transfer a portion of my real estate project in Vietnam?

1. If my real estate project is in dispute over land, can I transfer a portion of my real estate project in Vietnam?

Pursuant to Clause 1, Article 49 of the Law on Real Estate Business 2014, a real estate project to be transferred must meet the following conditions:

1. The transferred real estate project shall meet the following requirements:

a) The project is approved by competent agencies; there is a specific planning 1/500 or general ground planning which is approved;

b) The compensation or site clearance of the transferred project or a portion of the transferred project has been finished. Regarding transfer of all infrastructure construction projects, the technical infrastructure must be completed equivalent to schedule as specified in the approved project;

c) The land in the project is not disputed or distrained by a competent agency

d) There is no decision on project or land revocation conducted by a competent agency; in case there is any violation during the progress of the project, the investor must abide by the decision on penalty.

Thus, according to the above regulations, your company is not allowed to transfer a portion of my real estate project in Vietnam when there is a dispute over the project's land.

2. What are procedures for transfer of a portion of real estate project in Vietnam?

According to Article 51 of the Law on Real Estate Business 2014 supplemented by Point c, Clause 2, Article 75 of the Investment Law 2020, procedures for transfer of all or a portion of real estate project as follows:

1. The investor shall apply for transfer of all or a portion of the project to The People’s Committee of the province where the project or the body which is authorized by The People’s Committee of the province is located.

2. Within 30 days from the day on which the satisfactory application is received, The People’s Committee of the province shall make a decision on permission for the transfer, if the application is rejected, the investor shall be informed in writing.

Regarding the project approved by the Prime Minister, the People’s Committee of the province shall confer with the Ministries in charge and the Ministry of Construction then send a report to the Prime Minister for consideration within 45 days from the day on which the satisfactory application is received.

3. Within 30 days from the day on which the decision on permission for project transfer made by competent agencies, contracting parties must finish the transfer agreement conclusion and project transfer.

If the transferee who receive the real estate project is a foreign-invested enterprise, the transferor shall return the land to the State after the decision on permission for project transfer made by competent agencies; then the competent agencies shall allocate or lease out the land to the transferee within 30 days from the day on which the satisfactory application is received.

4. The Government shall provide guidance on this Article.

According to this Arrticle, the transfer of a portion of real estate project in Vietnam will be carried out according to the above procedures.

3. What are rights and obligations of contracting parties in agreement on transfer of a portion of real estate project in Vietnam?

In Article 52 of the Law on Real Estate Business 2014, the rights and obligations of the parties in the transfer of part of a real estate project are as follows:

1. Rights and obligations of the transferor:

a) Transfer their rights and obligations regarding all or a portion of the project to the transferee for real estate trading, excluding rights and obligations which are completely fulfilled not related to the transferee and progress of such project or the portion of project;

b) Transfer the related documents to the transferee; notify clients and entities related to the project or the portion of transferred project promptly, sufficiently, publicly and handle with their lawful rights and benefits.

c) Cooperate with the transferee in completion of procedures for land transfer to the transferor as prescribed in law on land.

d) Regarding transfer of a portion of real estate project, the transferor may request the transferee to keep constructing the building in the transferred project on schedule and specific planning 1/500 or general ground planning; observe and promptly notify competent agencies of violations of the transferee against land use or construction.

dd) Fulfill financial obligations to the State as prescribed in regulations of law.

e) Exercise other rights and obligations specified in the agreement.

2. Rights and obligations of the transferee:

a) Retain and exercise rights or fulfill obligations transferred from the transferor;

b) Keep conducting the construction and business on schedule and under approved plan;

c) Regarding receiving a portion of real estate project, the transferee must meet requirements of the transferor for conformity to progress and planning of the project;

d) Fulfill financial obligations to the State as prescribed in regulations of law.

dd) Exercise other rights and obligations specified in the agreement.

Thus, the parties will have the same rights and obligations when transferring a portion of real estate project in Vietnam.

Best Regards!