Resort Investment for Overseas Vietnamese: A Guide

Resort investment for overseas Vietnamese requires a deep understanding of specialized legal regulations. This market offers profit potential but also contains significant legal and financial risks. The following analysis from Long Phan Consulting Company details the conditions, investment forms, and core legal considerations to help you make a secure and well-founded investment decision.

Conditions for Overseas Vietnamese to Invest in Tourism/Resort Real Estate

The investment activities of overseas Vietnamese in tourism/resort real estate must comply with strict legal regulations regarding both investor status and the investment asset itself. Correctly identifying the eligibility and scope of permissible investment is the first legal step, determining the legality of the entire transaction. You must distinguish between two groups: “Vietnamese citizens residing abroad” and “people of Vietnamese origin residing abroad” to prepare the corresponding legal dossier.

Personal Identity

Vietnamese law specifies the necessary documents to prove the identity and property ownership eligibility of overseas Vietnamese. According to Clause 3, Article 3 of the 2008 Law on Vietnamese Nationality, “Overseas Vietnamese are Vietnamese citizens and people of Vietnamese origin who reside and live long-term abroad.” Accordingly, personal identity conditions are defined for two distinct groups based on Article 3 of Decree No. 95/2024/NĐ-CP:

1. For overseas Vietnamese who still hold Vietnamese citizenship (Vietnamese citizens):
   • Must have a valid Vietnamese passport.
   • The passport must bear an entry verification stamp from a Vietnamese immigration authority at the time of property acquisition (signing of the sale, gift, or inheritance contract).
2. For people of Vietnamese origin residing abroad (no longer hold Vietnamese citizenship):
   • Must have a valid foreign passport or an equivalent international travel document.
   • The passport or travel document must have an entry verification stamp from a Vietnamese immigration authority.
   • Documents proving Vietnamese origin are required (e.g., birth certificate, decision of renunciation of Vietnamese citizenship, or a certificate of Vietnamese origin issued by a competent authority).

Preparing complete and accurate identity documents is a prerequisite for being recognized with ownership rights and carrying out legal procedures related to resort investment for overseas Vietnamese.

Property Type

Overseas Vietnamese are not automatically permitted to acquire all types of real estate. According to the Land Law 2024 and the Law on Housing 2023, the rights of overseas Vietnamese are primarily linked to residential houses and land in housing development projects. For the tourism/resort real estate segment (condotels, resort villas), these products are typically built on commercial and service land, not residential land.

Vietnamese law permits overseas Vietnamese entering Vietnam to invest in specific types of tourism and resort real estate. According to Article 28 and Clause 1, Article 44 of the Land Law 2024, eligible overseas Vietnamese may:

• Own housing attached to residential land use rights.
• Receive the transfer of residential land use rights in housing development projects.
• Purchase or lease-purchase housing attached to residential land use rights.
• Receive the transfer of land use rights in industrial parks, industrial clusters, and high-tech parks to implement investment projects.

However, under Clause 2, Article 9 of the Land Law 2024, overseas Vietnamese are not permitted to directly receive the transfer of agricultural land or other types of non-agricultural land not located in approved housing development projects or industrial parks. The most suitable type of resort investment for overseas Vietnamese involves tourism/resort properties within projects approved by competent state authorities for business purposes.

Additionally, transactions in border communes, wards, coastal areas, or other sensitive regions require written approval from the Ministry of National Defense, the Ministry of Public Security, and the provincial People’s Committee, per Article 10 of Decree 102/2024/NĐ-CP. This is particularly relevant for coastal resort real estate projects.

Forms of Investment in Tourism/Resort Real Estate

Overseas Vietnamese can use several methods to invest in tourism/resort real estate in Vietnam. Each form has unique legal, financial, and operational advantages and disadvantages. Selecting the appropriate form depends on the project scale, profit goals, and the investor’s management capabilities. A thorough analysis of these options is the basis for building an effective investment strategy.

Purchasing Real Estate as an Individual

This is the most common form, where an overseas Vietnamese who meets the personal identity requirements is named directly on the purchase contract and the Certificate of Ownership.

• Advantages:
  • The transaction process is relatively straightforward, without complex business formation and operation procedures. Initial costs are low, comprising only standard taxes and fees.
  • The investor has full control over the management, use, lease, or transfer of the asset.
  • It is easy to use for personal purposes (vacations) or to self-operate for business (leasing), if legally permitted.
• Disadvantages:
  • This form primarily applies to purchasing residential housing (including villas and apartments) in housing development projects under the Law on Housing 2023. For products like condotels or tourism shophouses on commercial land, long-term ownership by an individual overseas Vietnamese faces legal obstacles.
  • The investor must fulfill all related personal tax obligations, such as personal income tax from leasing or transferring the property.
  • Self-operation requires direct management or hiring a management unit, incurring additional costs and procedures. The investor is liable with their entire personal assets for obligations arising from the property.

Establishing a Real Estate Business Enterprise

Overseas Vietnamese can establish a foreign-invested enterprise in Vietnam to conduct real estate investment and business activities. This method has the following pros and cons:

• Advantages:
  • The enterprise can conduct a range of professional business activities, including developing, purchasing, receiving transfers of, leasing, and lease-purchasing real estate for sale, transfer, or sublease.
  • It can be leased land by the state to implement investment projects, including commercial and service land, opening up greater investment opportunities than an individual can access.
  • Operating under the Law on Enterprises and the Law on Investment allows for transparent financial management, facilitating capital raising and professional operations. The investor’s liability is limited to their capital contribution, protecting personal assets.
• Disadvantages:
  • Establishing a foreign-invested enterprise involves numerous procedures and licenses (Investment Registration Certificate, Enterprise Registration Certificate) and requires meeting conditions on legal capital (if any) and financial capacity.
  • It requires maintaining accounting systems, tax reporting, and periodic audits as required by law, leading to high operating costs.
  • The legal representative and the company owner are legally responsible for all of the enterprise’s activities

Cooperating with Domestic Individuals or Organizations

This investment model allows overseas Vietnamese to partner with domestic entities to execute large-scale tourism and resort real estate projects. Under Vietnamese law, this cooperation can be done through a Business Cooperation Contract (BCC) or by forming a joint venture company. This is an optimal solution for projects requiring the use of agricultural land or land in restricted areas.

• Advantages:
  • Leverages the local partner’s market knowledge, understanding of regulations, and ability to handle certain legal procedures more easily.
  • Solves the issue of restrictions on the types of land available for foreign investment.
  • Risks and responsibilities, especially administrative ones, are shared with the partner.
  • The parties can freely agree on capital contribution ratios, profit sharing, and obligations in the contract.
  • Provides access to projects in prime locations.
• Disadvantages:
  • Success depends entirely on the quality of the BCC, and the capacity and reputation of the domestic partner. Disputes can arise if the contract is not airtight.
  • It can be complex to divide profits and operational control.
  • There is a risk related to the partner’s reliability and capability.
  • It is difficult to maintain full control over project implementation. The overseas Vietnamese investor may be in a weaker position regarding cash flow control and strategic decisions without strong contractual clauses.
  • Typically, the domestic partner will be the legal owner of the asset, with the overseas Vietnamese holding rights through the BCC. This creates ownership risk.
  • Profits must be shared, reducing the return on investment compared to individual investment.

Legal Due Diligence of a Tourism/Resort Real Estate Project

Conducting legal due diligence on a project is the most critical step in the process of resort investment for overseas Vietnamese. You must thoroughly check two main aspects: the developer’s business conditions and the project’s legal status. This due diligence helps you avoid potential legal and financial risks in the future.

Developer’s Conditions to Conduct Business and Sell the Project

1. Business Conditions The developer of a tourism/resort real estate project must meet all conditions under the Law on Real Estate Business 2023. According to Article 9 of this law, organizations and individuals in the real estate business must satisfy these requirements:
   • Entity Status: Must establish an enterprise (under the Law on Enterprises) or a cooperative (under the Law on Cooperatives) with registered real estate business lines. Exceptions apply to small-scale individual businesses and non-commercial property sales.
   • Operational Conditions for a Real Estate Enterprise:
     • Not be banned, suspended, or terminated from operating by a competent authority.
     • Ensure financial safety ratios (credit debt, corporate bonds to equity).
     • For a real estate project, have minimum equity of 20% of total investment (for projects under 20 hectares) or 15% (for projects 20 hectares or larger). If undertaking multiple projects, sufficient equity must be allocated for each.
   • You should request the following documents from the developer for verification:
     • Enterprise Registration Certificate with real estate business lines.
     • Audited financial statements proving sufficient legal capital.
     • Information on project competency and experience.
     • The developer must publicly disclose project information as required by Article 6 of the Law on Real Estate Business 2023 before offering it for sale.
2. Conditions for Sale
   • For Existing Housing and Construction Works: Article 14 of the Law on Real Estate Business 2023 specifies the following conditions:
     • A Certificate of Ownership of housing/construction and land use rights must exist.
     • No disputes over land use rights or ownership.
     • Not under seizure to enforce a judgment.
     • Not subject to any transaction ban.
   • For Future-Formed Housing and Construction Works (Off-Plan): Before investing in an off-plan project, you must verify that the developer has met all conditions to legally launch sales. According to Article 24 of the Law on Real Estate Business 2023, a future-formed project can only be put on the market when it meets these core conditions:
     • The developer must have land-related legal documents, such as a land allocation decision, land lease decision, or a Certificate of Land Use Rights for the project’s land plot.
     • The project must have a construction permit where required.
     • There must be an acceptance record for the completion of technical infrastructure. For apartment buildings or mixed-use buildings with housing (including condotels), a record of completion of the foundation is mandatory.
     • The developer must have sent a written notice to the provincial Department of Construction (DOC) stating the property is eligible for sale. The DOC will inspect and issue a written response confirming eligibility. This document is the key legal confirmation for the sale launch.
     • The developer must have a financial guarantee from an eligible commercial bank. If the developer fails to hand over the property on schedule, the bank is responsible for refunding the buyer’s payments.

The Project’s Legal Status

Beyond sales conditions, you must conduct a deeper investigation into the project’s overall legal file. These documents reflect the project’s approval and implementation process in line with planning and legal regulations. The absence of any of these documents can lead to the risk of project suspension or the inability to issue a Certificate later. These include:

• Investment Policy Approval Decision: The initial document from a competent state authority permitting the investor to execute the project.
• Approval of the 1/500 Detailed Master Plan: This is the detailed map of the entire project, showing the location, boundaries, and area of each lot, structure, and infrastructure system. The property you intend to buy must match this plan.
• Construction Permit: Confirms that the construction design has been appraised and approved for execution by the authorities.
• Acceptance of Infrastructure and Foundation: As stated, this is a mandatory condition for sale, proving the project has commenced construction.
• Financial Obligations: Verify that the developer has fulfilled all financial obligations regarding land (land use fees, land lease fees) to the state. If not completed, the issuance of Certificates to buyers will be blocked.

This due diligence process requires legal expertise. Collaborating with a reputable law consulting firm like Long Phan Consulting Company is a safe solution to ensure all legal aspects are thoroughly checked.

Operations and Management Policy for Tourism/Resort Real Estate

After completing the purchase, the management and operation of the tourism/resort property are decisive factors for cash flow and profitability. Overseas Vietnamese investors need to understand the common operational models and their associated legal constraints.

There are two main operational models you can choose from:

1. Self-Management and Operation: In this model, you are directly responsible for all activities related to your property, including finding tenants, managing bookings, maintenance, and handling legal and tax procedures. This offers full control and potentially higher net profits but requires significant time, management experience, and a presence (or a trusted representative) in Vietnam.
2. Entrusting a Professional Management Company: This is a common model in large-scale resort projects. You sign a rental entrustment contract with a management unit.
   • Rental Pool Program: Your property is added to a common “pool” for rent. Profits are shared between you and the management company after deducting operating costs. Common splits are 85/15 or 90/10 (owner receives the larger share).
   • Profit Commitment: Some developers offer a guaranteed annual return (e.g., 8-10% of the property value) for a fixed period (e.g., 5-10 years). You must carefully vet the developer’s financial capacity and reputation to ensure this commitment is viable.
   • Owner’s Benefits: In return for entrustment, owners typically receive a number of free nights per year (e.g., 15 nights) at their property or within the same system.

This model provides passive income, suitable for investors living abroad. However, you must carefully read the contract terms regarding management fees, maintenance costs, termination conditions, and financial reporting transparency.

Key Risks to Note in Tourism/Resort Real Estate Investment

Resort investment for overseas Vietnamese in Vietnam offers attractive returns but comes with specific risks that investors must identify and carefully assess. These risks primarily stem from the legal framework, market characteristics, and product liquidity.

Property Ownership Term

This is one of the biggest legal risks. Unlike residential housing on land with long-term stable use, tourism/resort properties like condotels and resort villas are typically built on commercial or service land.

According to Article 172 of the Land Law 2024, commercial and service land is leased by the state for a fixed term, usually 50 years. For projects in difficult socio-economic areas or large-capital projects with slow capital recovery, the term can be up to 70 years.

When the project’s land lease term expires, the land use rights and ownership of assets on the land will also terminate or require renewal procedures (if permitted by law and consistent with planning). This risk directly affects the long-term value of the asset and its transferability as the remaining ownership term shortens.

Project Location

Location is a decisive factor in the success of a tourism/resort real estate project. Projects far from tourist centers with inconvenient transport or incomplete infrastructure will struggle to attract tourists.

Furthermore, under Article 44 of the Land Law 2024, the transfer of land use rights in areas affecting national defense and security (border and coastal communes, islands) requires approval from competent authorities. Therefore, check if the project is in a restricted transaction area for overseas Vietnamese to avoid the risk of the transaction being voided.

Liquidity and Cash Flow

Tourism/resort real estate, especially condotels and officetels, faces liquidity challenges. The primary cause is the difficulty in obtaining individual Certificates of Land Use Rights, which means most transactions are assignments of sale and purchase agreements.

• Obstacles with Certificates: The legal framework for issuing individual ownership certificates (“sổ hồng”) for each condotel or officetel unit is still incomplete and inconsistent.
• Transaction Difficulties: Without a Certificate, sales and transfers are primarily conducted through “assignment of agreement” contracts at the developer’s office. This form has lower legal validity than a notarized transaction and cannot be used for a bank mortgage.
• Impact on Value: The lack of legal clarity and transaction difficulties make secondary investors wary. This slows the price appreciation of condotels compared to other real estate types and makes reselling to recover capital more difficult.

Consulting Services for Overseas Vietnamese Investing in Resort Real Estate at Long Phan Consulting Company

Long Phan Consulting Company provides professional and comprehensive consulting services for overseas Vietnamese investing in tourism and resort real estate in Vietnam. Our services range from initial in-depth consultation to support in completing the entire investment process.

Our specific services include:

• Advising on the selection of an appropriate investment form.
• Conducting comprehensive project legal due diligence.
• Assisting in preparing legal documents to prove eligibility for property ownership.
• Representing clients in procedures with relevant state agencies.
• Advising on tax policies and optimizing financial obligations.
• Assisting in dispute resolution and protecting investor rights.

Frequently Asked Questions for Overseas Vietnamese Investing in Resort Real Estate

Here are answers to the most common questions to help overseas Vietnamese investors make decisions with confidence.

What specific taxes and fees must an overseas Vietnamese pay when investing in and operating resort real estate?

Upon investment, an overseas Vietnamese must pay a registration fee (typically 0.5% of the asset value) to register ownership. During rental operation, the investor must pay Value Added Tax (VAT) and Personal Income Tax (PIT) on revenue, with a total tax rate of approximately 10% of revenue. When transferring the property, the PIT is 2% of the transfer price.

What is the process for repatriating profits from leasing or selling real estate?

To transfer profits abroad, the overseas Vietnamese must prove the legal origin of the funds through documents such as lease contracts, notarized transfer contracts, and proof of tax fulfillment in Vietnam. The transaction must be conducted through a capital investment account opened at a licensed bank in Vietnam.

How are inheritance rights for resort real estate owned by overseas Vietnamese regulated?

Overseas Vietnamese have full inheritance rights for property they legally own. Inheritance can be executed according to a will or by law. The heir (whether an overseas Vietnamese or a foreigner) will be entitled to ownership for the remaining term of the project, provided they are also eligible to own real estate in Vietnam.

Is it possible for an overseas Vietnamese to use a power of attorney to conduct transactions remotely?

Yes, Vietnamese law allows an overseas Vietnamese to create a power of attorney for another person to carry out purchase and sale procedures on their behalf. This document must be made at a Vietnamese diplomatic mission abroad (Embassy, Consulate) or be consular legalized if created at a foreign notary office.

Is mortgaging resort real estate to a bank for a loan feasible?

This is very difficult. Banks in Vietnam are cautious about accepting resort properties as collateral, especially condotels without individual ownership certificates. An asset with a 50-year term and unclear legal status reduces its value as loan security.

Conclusion

The resort investment for overseas Vietnamese has great potential but also involves legal risks. Thorough due diligence and choosing the right investment form are crucial for success. For in-depth legal support, comprehensive project appraisal, and guidance throughout the investment process, please contact Long Phan Consulting Company at our hotline, 1900.63.63.89, to speak directly with our legal experts.

See more at:

• Procedure for selling real estate for Overseas Vietnamese
• Authorizing real estate sales for Overseas Vietnamese
• Overseas Vietnamese Housing Investment Forms
• Conditions for Overseas Vietnamese selling real estate