What is the land purchase agreement for a commercial housing project?

Land purchase agreement for a commercial housing project plays a key role in the process of developing real estate projects in Vietnam. Decree No. 75/2025/ND-CP issued on April 1, 2025 has established a specific legal framework for the implementation of commercial housing projects through this agreement method. This process provides a new mechanism, creating conditions for investors to access land more effectively. The following article will analyze regulations and procedures related to land purchase agreement for a commercial housing project.

When can an agreement be made to buy land to implement a commercial housing project?

According to Clause 1, Article 6 of Decree No. 75/2025/ND-CP, real estate business organizations are only allowed to enter into land purchase agreement for a commercial housing project with land users after receiving a Notice of approval for the organization to implement the pilot project from the Provincial People’s Committee.

To be approved to carry out a pilot project, a real estate business organization must carry out registration procedures to carry out a pilot project. This procedure must comply with the steps prescribed in Article 4 of Decree No. 75/2025/ND-CP as follows:

• The provincial land management agency will notify the registration of the need to implement the project, and the real estate business organization must submit a registration application according to the prescribed form.
• After the registration deadline, the provincial land management agency will review and evaluate the proposed land plots and make a list to submit to the Provincial People’s Committee.
• The Provincial People’s Committee will submit to the People’s Council at the same level to pass a resolution promulgating a list of land areas expected to implement pilot projects. This list must be publicly announced on the Electronic Information Portal of the Provincial People’s Committee within 3 working days from the date the Provincial People’s Council signs and promulgates it.

After registering to implement the pilot project and receiving notice of approval to implement the pilot project, the project investor can proceed with the land purchase agreement with the land user.

>>> Reference: Conditions for receiving agricultural land transfer for commercial housing projects

Regulations on land purchase agreement for a commercial housing project

The land purchase agreement for a commercial housing project is specified in detail in Article 6 of Decree No. 75/2025/ND-CP. Real estate business organizations must make agreements to receive land use rights with land users in accordance with the provisions of civil law and land law. For land areas managed by state agencies and organizations, handling is carried out according to Article 59 of Decree No. 102/2024/ND-CP.

Legal regulations require real estate business organizations to meet the conditions of financial capacity and experience in the field of real estate business. The agreement must ensure the legal rights of land users, comply with regulations on land prices, financial obligations and other relevant provisions of law.

After completing the agreement to receive land use rights, the real estate business organization may register the change and issue a Certificate for the type of land that has received the transfer of rights according to the law or after completing the transfer of land use rights for the entire project and carry out simultaneously with the procedure for changing the land use purpose according to the provisions of the law on land.

Directions when investors cannot reach an agreement with land users

When the investor cannot reach an agreement with the land user, the solution will be implemented according to the provisions of Article 61 of Decree No. 102/2024/ND-CP. Accordingly, the case where the investor cannot reach an agreement with the land user will be resolved in the following directions:

1. At the end of the time limit for completing the agreement stated in the approval document specified in Clause 4, Article 60 of Decree 102/2024/ND-CP, if the investor has not completed the agreement, the investor can consider extending it one more time, not exceeding the time to complete the agreement in the approval document if the investor so wishes. Investors can make an extension to have more time to agree and negotiate with land users.
2. In case the extension period has expired but the agreement has not been completed or the investor does not wish to extend, it will be handled as follows:

• If the investor requests to adjust the scope of the project in accordance with the area for which the agreement with the land user has been completed and the project is eligible to be considered and approved by the competent state agency for investment policy, the Provincial People’s Committee will decide to allow the implementation of the project;
• If the area where the agreement has been completed does not meet the conditions for implementing the investment project, the agreement to receive land use rights will terminate. The land area where the investor has completed the agreement to receive land use rights is handled according to the provisions of Clause 3, Article 61 of Decree 102/2024/ND-CP.

Accordingly, if a real estate business organization has reached an agreement with the land user in the project area that the agreed land area is eligible to implement the project according to the provisions of law on planning and construction, it can continue to implement the project on the agreed land area.

In case the agreed land area is not eligible for project implementation, the real estate business organization can propose to adjust the project boundaries or request the competent state agency to recover land for the remaining land area of ​​the project to organize an auction of land use rights in accordance with the provisions of land law.

In cases where a real estate business organization cannot reach an agreement with any land user in the project implementation area, the Provincial People’s Committee will consider terminating the project implementation and revoke the Notice of Approval for the organization to implement the pilot project.

The policy encourages agreements on receiving land use rights to implement pilot projects

The policy to encourage agreements on receiving land use rights to implement pilot projects is specified in Article 62 of Decree No. 102/2024/ND-CP. The State applies many preferential policies to create favorable conditions for the implementation of agreements between real estate business organizations and land users.

Incentive policies include tax incentives, fees, and charges related to the transfer of land use rights. Land users who agree to receive money or receive assets on land or land use rights at other locations from real estate business organizations will enjoy financial support policies, legal advice and administrative procedures.

For pilot projects organized and implemented by the Ministry of National Defense and the Ministry of Public Security, in cases where real estate business organizations have fulfilled their financial obligations regarding land or advanced funds according to the policies of the Ministry of National Defense and the Ministry of Public Security to serve the relocation of housing and land before the effective date of Resolution No. 171/2024/QH15, these reasonable costs will be deducted from the financial obligations regarding land and other costs related to the project.

In-depth consulting services on receiving land use rights to implement commercial housing projects at Long Phan Consulting Company

Long Phan Consulting Company provides in-depth consulting services on receiving land use rights to implement commercial housing projects. Our team of experts has high experience and expertise in the fields of land, investment and real estate law. Our consulting services include:

• Consulting on registration procedures for pilot projects;
• Support in drafting proposal documents according to regulations;
• Consulting on strategic agreements with land users;
• Support in negotiating and drafting land use rights transfer contracts to ensure the rights of all parties;
• Support customers in investment policy approval procedures, land procedures, and fulfillment of financial obligations to the State.

We ensure project implementation complies with legal regulations, minimizes legal risks and optimizes benefits for investors.

Frequently asked questions about land purchase agreement for a commercial housing project

Below are some questions we have received, please refer to:

How long does a land purchase agreement for a commercial housing project last?

According to the provisions of Decree No. 102/2024/ND-CP, the deadline for completing the agreement is stated in the approval document. In case the deadline expires but is not completed, the investor may be considered for one more extension for a period not exceeding the initially approved deadline.

What are the financial obligations of investors when making a land purchase agreement?

Investors must fulfill all financial obligations related to the transfer of land use rights according to the provisions of land and tax laws. These amounts include land use fees, income taxes from real estate transfers, registration fees and other fees and charges according to current regulations.

Does the land user have the right to refuse the agreement?

Land users have the complete right to refuse agreements with investors. The agreement must be based on the principles of voluntariness, openness and transparency according to the provisions of civil law and land law. There are no regulations requiring land users to agree with the investor’s proposed agreement.

How is the dispute resolution method implemented during the land purchase agreement process?

Disputes arising during the land purchase agreement process will be resolved through negotiation and conciliation between the parties. In case an agreement cannot be reached, the parties can resolve it through commercial arbitration or sue at a competent court according to the provisions of civil procedure law.

Are there any differences between requirements for commercial housing projects in urban and rural areas?

There are differences in requirements between projects in urban and rural areas. Projects in urban areas often have stricter regulations on construction density, land ratio for public works and technical infrastructure. In rural areas, planning and infrastructure connection requirements can be adjusted to suit local characteristics according to regulations of the Provincial People’s Committee.

After completing the land purchase agreement, what procedures do investors need to follow next?

After completing the land purchase agreement, the investor needs to carry out the following procedures: change registration and issuance of Land Use Rights Certificate, procedures for changing land use purpose, applying for a construction permit, basic design appraisal, environmental impact assessment and other procedures according to the provisions of law on construction and real estate business.

What legal consequences can occur if the investor does not comply with the regulations on the land purchase agreement?

Investors who do not comply with the regulations may face sanctions such as: having their Notice of Approval for implementing a pilot project revoked, being fined for administrative violations, compensating for damages to land users (if any), and may even be prosecuted for criminal liability in cases of serious violations such as fraud or deceit during the agreement process.

What conditions do investors need to meet to execute a land purchase agreement for a commercial housing project?

The investor must be a legal real estate business organization, have sufficient financial capacity (minimum equity capital of 20% of the total project investment), have experience in the field of real estate business, have been approved by the Provincial People’s Committee to implement the pilot project, and must ensure that the project is consistent with the approved planning.

Conclude

Land purchase agreement for a commercial housing project need to be made carefully and strategically to avoid failure to reach an agreement. Customers who are in need of advice on the land purchase agreement process or need support in implementing a commercial housing project, please contact the Long Phan Consulting Company team immediately via the hotline 0906735386 for in-depth advice and comprehensive support for your project.