Real estate enterprise equity capital regulations

Real estate enterprise equity capital regulations is a pivotal factor in determining legal capacity and the ability to deploy projects under current regulations. The Vietnamese government establishes strict financial standards to filter investors capable of executing investment projects. Compliance with capital conditions ensures stable operations and prevents the risk of administrative suspension. Long Phan Consulting Company provides a detailed technical analysis of capital standards for economic organizations.

Regulations on equity capital of enterprises under Vietnamese law

Under the Law on Investment 2025 (effective March 1, 2026), equity capital is a critical condition for obtaining an Investment Registration Certificate. Investors must maintain equity appropriate to the project scale and operational sector.

• Minimum Capital Thresholds: The Law on Real Estate Business 2023 specifies equity requirements for project investors.
  • For projects utilizing less than 20 hectares of land, equity capital must not be lower than 20% of the total investment capital.
  • For projects utilizing 20 hectares or more, equity capital must not be lower than 15% of the total investment capital.
  • Long Phan Consulting Company assists in verifying that the developer ensures the ability to mobilize sufficient capital for project execution.
• Multi-Project Allocation: Enterprises simultaneously executing multiple projects must allocate sufficient equity to satisfy the required ratios for each individual project.
  • Our experts analyze the financial structure to ensure the total allocated equity covers all active investments.
  • We provide analytical reviews of capital distribution strategies to prevent legal bottlenecks.
  • Long Phan Consulting Company ensures that financial reports reflect the required ratios for every registered project.

>>>See more: Beneficial Owner: New 2025 Enterprise Law Rules

How is the equity capital of a real estate business determined?

According to Article 6 of Decree 96/2024/NĐ-CP, the equity capital of a real estate enterprise is determined through standardized auditing and reporting protocols.

• Audited Financial Statements: Equity is identified based on the most recent audited financial report or specific equity audit results performed during the year.
  • If no current year audit is available, the audited results from the immediately preceding year are utilized.
  • Long Phan Consulting Company prepares technical dossiers based on Law on Enterprises and Law on Auditing standards.
  • We assist in verifying equity for enterprises established for less than 12 months based on actually contributed charter capital.
• Total Investment Capital: This value is determined according to the Law on Investment and serves as the basis for calculating the required equity ratio.
  • Consultants review the project’s total investment structure, including land costs and construction expenses.
  • Long Phan Consulting Company provides analytical legal support for determining the “total investment” for complex urban development projects.
  • We facilitate the synchronization of financial data between internal accounting and state-approved investment plans.

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Requirements regarding equity capital for real estate businesses

According to Clause 2, Article 9 of the 2023 Law on Real Estate Business, organizations and individuals engaged in real estate business must meet the following conditions:

• Not during the period when real estate business activities are prohibited, temporarily suspended, or halted by a court judgment or decision, or a decision of a competent state agency;
• Ensure the ratio of outstanding credit and corporate bond balances to equity capital is maintained.
• Real estate businesses operating through real estate projects must have equity capital of no less than 20% of the total investment for projects with a land area of ​​less than 20 hectares, and no less than 15% of the total investment for projects with a land area of ​​20 hectares or more, and must ensure the ability to raise capital to implement the investment project; in cases where a real estate business simultaneously undertakes multiple projects, it must have sufficient equity capital allocated to ensure the above-mentioned ratio for each project to implement all projects.

What are the responsibilities of the owner of a real estate business?

Based on the provisions of Article 17 of the 2023 Law on Real Estate Business, the investor of a real estate project has the following responsibilities:

• Invest in, construct, operate, manage, and exploit real estate projects in accordance with the law.
• Fulfill all obligations of the project investor, including the preparation, appraisal, approval, and implementation of the project in accordance with the law on construction and related laws.
• Ensure that the necessary financial resources are available to implement the project according to the approved schedule.
• Within 50 days from the date of handover of the house to the buyer or from the time the lessee has paid the full amount as agreed, the buyer or lessee must submit an application to the competent state agency for the issuance of a certificate of land use rights and ownership of assets attached to the land in accordance with the law on land, except in cases where the buyer or lessee voluntarily undertakes the procedure for obtaining the certificate.
• Authorization is not permitted for other organizations or individuals to sign contracts for deposits, purchase, sale, transfer, or lease-purchase of houses, construction works, floor area within construction works, or land use rights with existing technical infrastructure in real estate projects.
• Implementing legal regulations in investment, construction, land use, and transactions involving the sale and lease-purchase of housing, construction works, and floor areas within construction works ensures that buyers and lease-purchasers of housing, construction works, and floor areas within construction works are granted certificates of land use rights and ownership of assets attached to the land by competent state agencies in accordance with land law regulations for the housing, construction works, and floor areas within construction works purchased or leased from the investor.
• Construction of housing, buildings, and technical and social infrastructure within the project must comply with the approved detailed plan, design, construction permit, and investment policy approval from competent state agencies; and adhere to construction standards.
• The handover of housing units is carried out in accordance with the laws on housing.
• In the case of handing over unfinished housing units (excluding apartment buildings) to buyers or leaseholders, the entire exterior of the housing unit must be completed.
• Other responsibilities of the project owner as stipulated by law.

Long Phan Consulting Company provides equity consulting services for real estate businesses

To help businesses comply with regulations and mitigate risks, Long Phan Consulting Company provides comprehensive consulting services, ensuring transparency, efficiency, and suitability for each specific business model. Long Phan Consulting Company assists clients in the following areas:

• Assisting in drafting documents and representing businesses in carrying out procedures for registering capital changes at relevant authorities.
• We assist businesses in developing detailed financial plans for each specific project to present to the approving authority.
• Analyze in detail the ownership structure (direct and indirect) of the business across multiple layers (if applicable).
• Gather and prepare all necessary documents and information (legal papers, address, etc.) as required by law.
• We provide advice on the process and procedures for updating information when there are changes in the business owner’s capital.
• Business representatives shall explain and provide information on beneficial equity capital to competent state agencies upon request.

>>>See more: Real estate business licensing consulting service

Frequently Asked Questions about real estate enterprise equity capital regulations

Below are some frequently asked questions about real estate enterprise equity capital regulations. Please feel free to refer to them if you are interested.

What is equity?

According to Article 65 of Circular 200/2014/TT-BTC, account 357 of the price stabilization fund stipulates the accounting principles for equity capital. Equity capital is the remaining net assets of the enterprise owned by shareholders and contributing members (owners). Equity capital must be reflected and tracked in detail according to each source of formation, such as: owner’s capital contribution, profits from business operations, and revaluation differences of assets.

What are the regulations regarding the ratio of outstanding credit and corporate bond debt to equity capital for real estate businesses?

According to point b, Article 5 of Decree 96/2024/ND-CP on the ratio of outstanding credit and corporate bond debt to equity of real estate businesses, the following regulations apply: The ratio of outstanding credit and corporate bond debt to equity of real estate businesses is strictly regulated to ensure financial safety. Specifically, the total outstanding loan and equity for each project must not exceed 100% of the total investment capital of the project. For projects under 20 hectares, the loan-to-equity ratio must not exceed 4 times the equity, while for projects of 20 hectares or more, this ratio must not exceed 5.67 times.

Can a business lend money to another business?

According to Clause 3, Article 7 of the 2020 Enterprise Law, one of the rights of enterprises is to choose the form and method of mobilizing, allocating, and using capital. Therefore, enterprises can lend capital to other enterprises, but must ensure that the source of capital is legitimate, not turn lending into the main activity, comply with regulations on interest rates, internal approvals, and control related-party transactions to avoid legal and tax risks.

What kind of equity capital is required for a real estate business that is simultaneously undertaking multiple projects?

According to Clause 2, Article 9 of the 2023 Law on Real Estate Business, if a real estate business simultaneously undertakes multiple projects, it must have sufficient equity capital allocated to ensure the aforementioned ratio for each project to carry out all projects.

The equity capital of a real estate business through a real estate project must not be less than 20% of the total investment capital for projects with a land area of ​​less than 20 hectares, and not less than 15% of the total investment capital for projects with a land area of ​​20 hectares or more, and must ensure the ability to raise capital to implement the investment project.

Is it mandatory for financial statements to provide information about a company’s equity?

Based on Article 14 of Circular 99/2025/TT-BTC regarding the purpose of financial statements, financial statements are used to provide information on the financial situation, business performance, and cash flows of an enterprise, meeting the management requirements of the business owner, state agencies, and the useful needs of users in making economic decisions. Financial statements are required to provide information on the enterprise’s equity as stipulated.

Conclusion

Ensuring that equity capital meets legal standards is the sustainable foundation for every real estate investment. Enterprises must proactively control their financial structures and perfect their capacity dossiers to avoid project delays. Long Phan Consulting Company is committed to providing optimal solutions to help businesses overcome capital-related regulatory barriers. Contact our hotline at 1900636389 for in-depth and timely support from leading experts.