Law on Real Estate Business in Vietnam: Guide for Foreign Investors

If you are a foreign investor entering Vietnam’s real estate market, your ownership structure dictates your scope of permitted activities. The Law on Real Estate Business (2023) sets the foundational rules, and a wave of 2026 regulations adds new layers on licensing, project registration, and land access.

This guide explains what the Law on Real Estate Business in Vietnam allows, where the hard limits sit for foreign investors, and the conditions you will need to meet at each stage.

Can Foreigners Own 100% of a Real Estate Business in Vietnam?

Whether you can legally own 100% of a real estate company in Vietnam essentially depends on the sector you operate in. The Law on Real Estate Business splits the industry into two distinct pillars:

• Pillar 1: Real estate business. Companies that put capital into building, buying, leasing, or transferring physical property.
• Pillar 2: Real estate services. Companies that provide support services, such as brokerage, property management, consultancy, or operating a trading floor.

Pillar 1: Real Estate Business (Developers and Traders)

For companies that deploy capital directly into physical property, your equity level dictates your legal scope. The law uses a 50% ownership threshold to determine your legal categorization:

Ownership structure	Treatment under the law	Scope of activities
Foreign ownership of 50% or less	Treated as a domestic company	Full scope, including buying existing properties for resale, land subdivision, and secondary trading
Foreign ownership above 50%	Treated as a foreign-invested economic organization	Limited to developing new projects, receiving project transfers, and leasing property or serviced land for sublease

If trading existing assets sits at the centre of your business model, structuring your company so foreign capital stays at or below 50% gives you the widest legal scope. If you plan to develop or transfer projects, full foreign ownership works and remains the common choice.

The 50% threshold replaced a previous rule that treated any company with even 1% foreign capital as foreign-invested. This reform opened the market considerably for joint ventures with Vietnamese partners.

Pillar 2: Real Estate Service (Brokerages, PMCs, and Consultancies)

For service businesses, foreign ownership is completely unrestricted. You can hold 100% of a real estate service company across four activities the law recognizes:

Service activity	What it covers
Real estate brokerage	Connecting buyers, sellers, lessors, and lessees, and representing parties in transactions
Real estate trading floor	Operating a physical or digital platform where real estate transactions are listed and concluded
Real estate consultancy	Advisory services on transactions, investment, valuation, and market analysis
Real estate management	Property and facility management for owners or occupiers

This sector, however, faces strict regulatory licensing under the current Law on Real Estate Business, which completely abolished independent, freelance brokers. All brokers must hold state-certified practising licenses and operate within a registered agency.

Talk to Emerhub’s local experts to learn more about compliant structures and ownership routes for your real estate business in Vietnam. Schedule a free consultation here.

The Legal Framework Behind Real Estate Business in Vietnam

Three laws govern the real estate sector together. They came into effect on August 1, 2024, after the government brought their effective dates forward from January 1, 2025.

Law	Number	Function
Law on Real Estate Business	No. 29/2023/QH15	Defines the scope of activities your company can carry out, from development to leasing
Land Law 2024	No. 31/2024/QH15	Sets the terms on which your company can access and use land
Housing Law 2023	No. 27/2023/QH15	Governs home ownership, including the quotas that apply when foreigners buy apartments or houses

Decree 96/2024/ND-CP, effective from the same date, provides detailed implementing guidance for the Law on Real Estate Business. It covers:

• Conditions for real estate trading floors
• Project information disclosure
• Debt-to-equity limits
• Standard contract templates
• Project transfer procedures.

However, one foundational rule shapes every real estate decision in Vietnam. The country does not allow private freehold land ownership for anyone, local or foreign. The state holds all land, and businesses operate through land use rights granted by lease. Your company can own the structures built on the land, such as factories, offices, or apartment buildings, but the land underneath is leased, typically for 50 years.

Read our Guide on Buying Property to understand ownership regulations and the buying process for foreign individuals and companies in Vietnam.

Financial Conditions You Must Meet to Enter Vietnam’s Real Estate Sector

1. General Capital Adequacy for All Foreign Real Estate Companies

Every foreign-invested real estate company must commit capital that is “reasonable” for the activities listed in its IRC. The licensing authority assesses this at the IRC stage and weighs the planned scope of business against the proposed capital level.

For lease and sublease operators, this is usually the only financial test that applies. You set the charter capital high enough to fund your fit-out, working capital, and first lease term, then commit to that figure when you file your IRC.

For developers and project transferees, the IRC capital check is the first hurdle. The project-specific rules below apply once your company takes on an actual real estate project.

2. Equity Ratios for Project Developers

If your company acts as the project owner of a commercial housing development, your owner equity must clear a minimum threshold relative to the project’s total investment capital:

Project size	Minimum owner equity
Under 20 hectares of land	20% of total investment capital
20 hectares or more	15% of total investment capital

If you run multiple projects at the same time, you must hold enough capital to satisfy the equity requirement for every ongoing project separately.

3. Debt Caps for Project Developers

Under Decree 96/2024/ND-CP, the combined ratio of outstanding credit institution loans and corporate bonds for a single project cannot exceed:

• 4 times the company’s equity for projects under 20 hectares of land
• 5.67 times the company’s equity for projects of 20 hectares or more

This caps how heavily you can leverage a single project. Authorities check your financial capacity at the licensing stage, so prepare evidence of equity and debt position early in your planning.

4. Buyer Installment Limits for Primary-Market Sellers

The law caps how much money you can collect from buyers at each stage of a primary-market sale. The structure protects buyers from overpaying before a developer hands over the property.

Stage	Maximum you can collect
Deposit, after the property is certified eligible for business	5% of the sale or lease-purchase price
First installment, including the deposit	30% of the contract value
Pre-handover, foreign-invested seller with above 50% foreign ownership	50% of the contract value
Pre-handover, domestic seller	70% of the contract value
Before the state issues the ownership certificate (pink book)	95% of the contract value
Final payment on issuance of the pink book	Remaining 5%

New Laws Affecting Real Estate Business in Vietnam in 2026

The Law on Real Estate Business 2023 remains the core framework for real estate businesses. Three recent regulations add new layers to it, each affecting a different stage of your market entry. We break this down in the sections below.

The Law on Investment 2025 and Decree 96/2026/ND-CP

The Law on Investment 2025 (Law No. 143/2025/QH15) took effect on March 1, 2026. This law is supported by Decree 96/2026/ND-CP, which the government issued on March 31, 2026 to provide detailed implementing guidelines. This reform significantly simplifies how you establish a real estate business in Vietnam.

It removes sector-specific licensing requirements for 38 conditional business lines. It also narrows the scope of projects that require formal investment policy approval from central authorities. For real estate investors, two changes stand out:

• The ERC-First Pathway: Foreign investors can now establish a legal entity and obtain an Enterprise Registration Certificate (ERC) before securing an Investment Registration Certificate (IRC). This is a major shift away from the older framework, where you had to obtain an IRC first. You can use your newly formed entity to sign office leases and hire staff immediately, provided you complete the IRC procedures within 12 months of incorporation.
• Transitional Protections: Decree 96/2026/ND-CP introduces clear transitional provisions to support commercial and service real estate projects that are behind schedule or undergoing partial transfers. This offers a safer pathway for mergers and acquisitions involving delayed projects.

Real estate remains a conditional sector for foreign investment. The activity limits explained later in this article still apply.

Electronic Property Identification Codes from March 2026

From March 1, 2026, every residential property in Vietnam receives a unique electronic identification code under Decree 357/2025/ND-CP. The code is a string of up to 40 alphanumeric characters assigned to each housing unit or property within the national housing and real estate database.

For buyers, the code makes verifying a project’s legal status straightforward. The national database tracks construction progress, transaction history, and ownership records in real time. A unit listed there has cleared the eligibility check, which lowers the risk of being sold into a non-compliant development.

For developers, the code introduces a new compliance gate before you can launch sales. You must apply to the local Department of Construction with your foundation works completed and your construction permits approved. Until the authorities inspect the site and issue codes for every unit, you cannot:

• Market the properties to buyers
• Execute pre-sale deposit agreements
• Collect any initial funds from purchasers

Resolution 171 Pilot Scheme Through 2030

Resolution 171/2024/QH15, in effect since April 1, 2025, allows commercial housing projects to be developed on non-residential land acquired through voluntary agreements. Decree 75/2025/ND-CP provides the implementing guidance. The pilot runs for five years and is set to conclude on March 31, 2030.

Before this scheme, developers could only build commercial housing on land already designated as residential. That made large urban projects in Hanoi and Ho Chi Minh City extremely difficult to assemble. Qualifying projects under the pilot must:

• Sit within urban areas or areas planned for urban development
• Comply with district-level land use and construction planning
• Align with the approved local housing development programme
• Appear on the provincial pilot list approved by the People’s Council
• Receive written approval from the provincial People’s Committee

Additionally, Resolution 171 caps the total residential land area of all selected pilot projects within a province at 30% of the additional residential land planned in the 2021 to 2030 provincial land use plan. Early engagement with local authorities is essential if you want to use this route.

If you need clarification on current regulations pertaining to your specific business model, Emerhub’s local advisors can provide a detailed review and breakdown. Schedule a free consultation here.

What Foreign Investors Can Do Under the Law on Real Estate Business

1. Develop Real Estate Projects

Your company can invest in a licensed real estate project, build housing or commercial structures on the land. Once complete, you can sell, lease, or lease-purchase the units. This is the most common route foreign developers take, and it covers the full lifecycle from initial land lease through to handover.

The model applies to every property segment the law recognizes, from residential projects to office buildings, industrial facilities, and tourism properties.

Tip: The law also recognizes the floor area within a construction work as a tradable asset class. This means you can sell individual office floors, hotel units, or condotel suites within a larger building, rather than the building as a whole.

2. Receive Transfers of Existing Projects

You can acquire all or part of an existing real estate project from another developer and continue building it out. The current law made this route considerably easier. Under the old regime, a foreign-invested transferee went through a two-step process:

1. The original developer returned the land to the state
2. The state then re-allocated or re-leased the land to the new foreign-invested owner

Currently, the law allows a direct transfer procedure without returning the land, provided the developer has fulfilled all financial obligations and has paid the required land use fees or one-off rentals. For investors targeting distressed or stalled projects, this cuts months from your acquisition timeline.

Tip: This route has been particularly active since 2023, when liquidity pressure forced many Vietnamese developers to offload stalled projects. A foreign investor with capital and a clear delivery plan can step in, complete the legal transfer, and continue construction under existing approvals.

3. Lease Property for Sublease

Your company can lease completed houses or buildings from their owners and sublease them to end users. This route supports asset-light models where you control the operation and customer experience but do not own the underlying property. Common applications include:

• Serviced offices and co-working spaces
• Branded serviced apartments
• Hospitality operations under a lease-and-manage structure
• Retail units leased from a mall operator and sublet to brand tenants

A serviced apartment operator, for example, can sign a 10-year lease on an existing building, fit it out under their brand, and sublease the rooms to corporate tenants and short-stay guests.

4. Lease Serviced Land for Sublease

Your company can lease land use rights that already come with technical infrastructure inside a real estate project, then sublease the serviced land to other businesses. This is the operating model that sits behind most industrial parks in Vietnam. A typical setup runs through three layers:

1. A master developer leases a large tract from the state and builds out roads, drainage, power, and water connections
2. A foreign-invested operator takes a sublease on a portion of the serviced land
3. The operator subleases smaller plots to manufacturing tenants who build their own factories on site

5. Provide Real Estate Services

This is the route foreign investors take when they want to enter Vietnam’s property market without holding land or committing development capital. A foreign property management firm, for example, can incorporate a Vietnamese subsidiary, sign management contracts with developers handing over new towers, and operate the buildings through a local team holding the required certifications.

Common applications include:

• Cross-border transaction advisory for foreign buyers and institutional investors who expect representation that mirrors their home market practices.
• Property valuation and investment consultancy for banks, funds, and developers that need internationally recognized methodologies for lending, audit, or fund reporting.
• Facility and property management for Grade A office towers, branded residential developments, and industrial parks.
• Real estate technology platforms that list, market, or facilitate property transactions, including digital trading floors.

Key Limitations for Foreigners Under Vietnam’s Law On Real Estate Business

1. Buy Existing Property for Resale

A company with foreign ownership above 50% cannot purchase completed houses or buildings purely to resell them at a profit. The full scope of real estate trading, including the resale of existing properties, remains reserved for domestic companies and foreign-invested organisations at or below the 50% threshold.

This blocks two strategies foreign investors often consider:

• Buying finished condominium units in bulk and reselling individually
• Acquiring an office or retail building to refurbish and flip on the open market

For instance, a Singapore investor who wants to acquire 50 completed apartments in a Hanoi development and resells them over the next two years as the market rises. Because the company is majority foreign-owned, this transaction is not permitted under Real Estate Law. The same investor working with a joint venture where Vietnamese partners hold at least 50% can carry out the activity, because the law treats the company as domestic.

If trading existing assets sits at the centre of your plan, your corporate structure has to reflect that from day one.

2. Own Land or Trading Bare Land Use Rights

As mentioned earlier, no foreign individual or company can hold freehold land in Vietnam. The Land Law 2024 affirms that foreigners cannot hold land use rights directly. Your foreign-invested company accesses land through a state lease tied to a specific investment project, typically for 50 years and renewable subject to project performance.

Two related activities are also off-limits for majority foreign-owned companies:

• Buying bare land use rights from an existing user to resell them for profit
• Subdividing land into plots and selling the plots to retail buyers

Consider a foreign developer who wants to buy a 5-hectare site, divide it into 100 individual lots, and sell each lot to retail buyers. That model is not permitted under a majority foreign-owned structure. The route that does work is to develop the site into a residential project, build the houses, and then sell the completed homes under the project licence.

3. Exceed the Foreign Ownership Quotas

These caps apply to foreign individuals and organisations buying homes, rather than to developers. They shape your customer mix when you build residential projects, since you cannot sell to foreign buyers above the legal limits.

Property/ Ownership	Foreign ownership cap
Apartments in a condominium building	Up to 30% of total units
Landed houses (villas, semi-detached) in an area equivalent to one ward	Up to 250 houses
Ownership term for foreign individuals	50 years from certificate issuance, extendable once for another 50 years
Ownership term for foreign organisations	Tied to the validity of the IRC

Two further conditions sit alongside these caps:

• Foreign buyers can only purchase in approved commercial housing projects, not from individual sellers on the secondary market
• Properties in areas designated for national defence or security are off-limits to foreign ownership

As a developer, you need to track foreign sales in real time against the per-building cap. Hitting 30% early in a launch is a strong market signal, but selling above the cap triggers an invalid transaction and a refund process you do not want to manage.

How Emerhub Supports Your Real Estate Entry in Vietnam

The right entry depends on your intended activity, the company’s ownership structure, and which regulations apply to your specific project. Emerhub’s team in Vietnam works through this with you from day one.

Whether you are a developer, a service business, or a private investor, our support starts with mapping the right entry structure and getting your company incorporated. Once that is in place, we can also handle your licensing, financial documentation, and ongoing compliance.

Get in touch with our local consultants to learn more about how we can support you in Vietnam.