Procedures for selling/contributing capital with assets attached to land leased from the State

Procedures for selling/contributing capital with assets attached to land leased from the State regulates the necessary steps when carrying out asset transfer transactions on leased land. This is an issue that individuals are concerned about when they want to contribute capital or sell property on land leased from the State. The following article will provide details about the process of selling/contributing capital with assets attached to land leased from the State. Please follow!

Is it possible to sell/contribute capital using assets attached to leased land?

Pursuant to Point b, Clause 2, Article 37, Point c, Clause 2, Article 41 and Clause 1, Article 46 of the Land Law 2024 (effective from January 1, 2025), owners of assets attached to leased land can exercise the right to sell or contribute capital with assets attached to leased land from the State.

This regulation applies to both annual land leases and one-time payments. Thus, current land law allows organizations and individuals to sell or contribute capital with assets attached to land leased from the State. This right is clearly stipulated in the Land Law 2024, creating a solid legal basis for real estate transactions related to assets on leased land.

>>> See more: What are capital contribution assets? What assets can contribute capital to the company?

Conditions for selling/contributing capital to assets attached to land leased annually from the State

Pursuant to Clause 1, Article 46 of the Land Law 2024 and subsection 16, Section B, Part II, Appendix issued together with Decision 629/QD-BNNMT dated April 3, 2025 of the Ministry of Agriculture and Environment, economic organizations, individuals, people of Vietnamese origin residing abroad, and economic organizations with foreign investment capital are allowed to sell assets attached to land leased by the State and collect annual land rent when meeting all of the following conditions:

• There is a Certificate of land use rights or Certificate of house ownership and residential land use rights or Certificate of land use rights, ownership of houses and other assets attached to land or Certificate of land use rights and ownership of assets attached to land. Except for cases of inheritance of land use rights, conversion of agricultural land when consolidating land, exchanging plots, donating land use rights to the State, residential community and the cases specified in Clause 7, Article 124 and Point a, Clause 4, Article 127 of the Land Law 2024;
• The land is not in dispute or the dispute has been resolved by a competent state agency, the judgment or decision of the Court, or the decision or award of the Arbitration has taken legal effect;
• Land use rights are not distrained, other measures are applied to ensure judgment enforcement according to the provisions of the law on civil judgment enforcement;
• During the land use term;
• Land use rights are not subject to temporary emergency measures according to the provisions of law;
• Assets attached to leased land are legally created and registered according to the provisions of law;
• The construction has been completed in accordance with the detailed construction planning and the investment project has been approved and approved (if any), except in cases where it must be carried out according to an effective court judgment or decision, an enforcement decision of a civil judgment enforcement agency or a conclusion of a competent state agency on inspection and examination.

Thus, only when all of the above conditions are met will the land user have the right to sell assets attached to the leased land every year. This condition ensures legality and transparency in asset transfer transactions on leased land, protecting the rights of parties involved in the transaction and the State’s management rights over land.

>>>See more: Can businesses that rent land annually be able to sublease it?.

Procedures for selling/contributing capital with assets attached to land leased from the State

Below we would like to provide the process of selling/contributing capital with assets attached to land leased from the State including:

Prepare documents

Pursuant to subsection 16, Section B, Part II, Appendix issued with Decision 629/QD-BNNMT dated April 3, 2025 of the Ministry of Agriculture and Environment, documents for sale/capital contribution of assets attached to leased land include:

• Application for registration of changes in land and assets attached to land according to Form No. 11/DK issued with Decree No. 101/2024/ND-CP;
• Certificate of land use rights and ownership of assets attached to land;
• Contract or document on the purchase, sale and capital contribution of assets attached to land according to the provisions of civil law;
• Document on representation according to civil law provisions in case of carrying out procedures through a representative (if any).

In addition, when submitting an application, the registration requester can choose one of the following methods:

• Submit copies of documents and present originals for comparison;
• Submit original documents;
• Submit copies of documents that have been notarized or authenticated according to regulations;
• Submit your application online via the Public Service Portal (the application must be digitized from the original or a notarized or certified copy).

Thus, you need to fully prepare the above documents so that capital contribution or sale of assets attached to land can take place quickly and smoothly.

>>>CLICK DOWNLOAD NOW: APPLICATION FOR REGISTRATION OF LAND CHANGES AND LAND-ATTACHED ASSETS 2025.

Procedure

Procedures for selling or contributing capital with assets attached to land leased from the State in the form of annual land lease payments are implemented according to the provisions in subsection 16, Section B, Part II, Appendix issued with Decision 629/QD-BNNMT dated April 3, 2025 of the Ministry of Agriculture and Environment, with the following order:

Step 1: Submit application

The registration requester submits 01 set of documents to the application receiving agency depending on the subject:

• Individuals, communities, people of Vietnamese origin residing abroad: submit to the One-Stop Department according to regulations of the Provincial People’s Committee or Land Registration Office or Land Registration Office Branch;
• Domestic organizations, religious organizations, foreign organizations with diplomatic functions, economic organizations with foreign investment: submit at the One-Stop Department according to regulations of the Provincial People’s Committee or Land Registration Office.

In case of handling mortgaged assets, capital contributions using land use rights, or assets attached to land not according to agreement; Distraint and auction of land use rights and assets attached to land to execute judgments according to the provisions of law, the submission of documents shall be made by the organization handling land use rights and assets attached to land or by the recipient of land use rights and ownership of assets attached to land.

Step 2: The agency receiving the dossier checks and evaluates the dossier as follows:

• Check the completeness of the dossier components, the consistency of information content between documents, the completeness of the declared content and issue a Dossier Receipt Certificate and schedule to return the results.
• In case the dossier is not within the authority to receive or the dossier has incomplete components or does not ensure the consistency of information content between documents or declares incomplete information according to regulations, the dossier will not be received and returned to the person requesting registration.

In case the One-Stop Department receives the dossier, it will transfer the dossier to the Land Registration Office or Land Registration Office Branch.

Step 3: Appraisal of documents

The Land Registration Office or Land Registration Office Branch performs the following tasks:

• Check the conditions for exercising the right to sell/contribute capital to assets on land of land users and owners of assets attached to land according to the provisions of the Land Law. In case the conditions for exercising the right are not met, the Land Registration Office will notify the reason and return the documents to the person requesting registration;
• Carry out measurement and re-determination of land plot area (if necessary);
• Check the condition of land and assets attached to land;
• Submit documents to the agency with land management function at the same level.

Step 4: The land management agency determines the land price and signs a land lease contract

Agencies with land management functions determine land prices and sign land lease contracts with buyers and parties receiving capital contributions with assets attached to leased land without having to re-issue the land lease decision; Notify the tax authority in writing about the expiration of the land lease contract for the seller and the party contributing capital with assets; contract transfer.

Step 5: Determine financial obligations

The land registration office sends an information transfer form to determine financial obligations to the tax authority. Tax authorities determine and notify financial obligations according to regulations.

Step 6: Issue Certificate

After the land user completes its financial obligations and receives notice of completion of financial obligations from the tax authority (if any), the Land Registration Office shall:

• Correct and update changes in cadastral records and land database;
• Issuing a new Certificate or confirming changes on the issued Certificate;
• Give the Certificate to the grantee or send it to the application receiving agency.

Note: During the process of resolving procedures, if a notice of dispute or legal documents related to the prohibition or suspension of transactions are received, the receiving agency has the right to stop resolving procedures and return the documents to the person requesting registration.

Above is the entire process of selling or contributing capital with assets attached to state-leased land that you need to pay attention to in order to comply with the legal process.

>>>See more: Procedures for receiving capital contributions using land use rights to implement investment projects.

Consulting services on procedures for selling/contributing capital with assets attached to land leased from the State at Long Phan Consulting Company

Long Phan Consulting Company provides professional consulting services on procedures for selling/contributing capital with assets attached to land leased from the State. Our consulting services include:

• Analyze the legality of assets attached to leased land;
• Reviewing conditions for carrying out transactions;
• Drafting contracts for purchase and sale/capital contribution of assets attached to leased land;
• Instructions for preparing documents to register changes in land and assets attached to land;
• Authorized representative carries out change registration procedures at competent state agencies;
• Consulting on financial obligations arising from transactions;
• Support in implementing procedures related to asset transfer (if any).

With experience in the field of land law, we are committed to providing high quality consulting services, ensuring customers’ rights in transactions of selling/contributing capital with assets attached to land leased from the State.

Some frequently asked questions about procedures for selling/contributing capital with assets attached to annual leased land

We would like to provide you with some common questions about procedures for selling/contributing capital to assets attached to land leased annually from the State that you are interested in:

Is the sale or capital contribution of assets attached to leased land allowed?

Yes, according to the Land Law 2024, organizations and individuals are allowed to sell or contribute capital with assets attached to land leased from the State, regardless of whether the form of land rental payment is annual or one-time.

What prerequisites must be met to sell or contribute capital with assets attached to state land for annual lease?

Conditions include having a certificate of land use rights or equivalent documents, the land is undisputed or the dispute has been resolved, the land use rights are not distrained or other enforcement measures are applied, the land is still within the term of use and the land use rights are not subject to temporary emergency measures.

What documents are needed to sell or contribute capital with assets attached to leased land?

Necessary documents include application for registration of changes in land and assets attached to land (Form No. 11/DK), issued certificate of land and asset use rights, purchase and sale contract or capital contribution, and authorization document (if any).

Where should I submit an application to sell or contribute capital with assets on leased land?

Individuals, communities and Vietnamese people residing abroad submit to the One-Stop Department of the Provincial People’s Committee or Land Registration Office or branch. Domestic organizations, religious organizations, foreign organizations with diplomatic functions and economic organizations with foreign investment capital submit to the One-Stop Department of the Provincial People’s Committee or the Land Registration Office.

What is the first step in the procedure for selling or contributing capital with assets on leased land?

The first step is to submit a complete set of required documents to the designated application receiving agency.

What happens after submitting the application?

The receiving agency will check the completeness and consistency of the dossier and issue a receipt. If the application does not meet the requirements, it will be returned and additional requests will be made.

Above are some questions related to the process of selling or contributing capital with assets attached to annual leased land. We hope that the above answers have partly answered your questions about this procedure.

Conclude

Thus, individuals and organizations that lease land from the State have the right to sell or contribute capital with assets attached to the leased land, but must meet certain conditions. Customers who need detailed advice on procedures, please contact Long Phan Consulting Company via the hotline 1900636389 to receive dedicated and professional support from a team of experts.