What Conditions Must Overseas Vietnamese Meet When Conducting Real Estate Business?

The question of What Conditions Must Overseas Vietnamese Meet When Conducting Real Estate Business is a matter of great interest in the context of increasingly tightened and perfected laws on land and real estate business. Correctly understanding the scope of business rights as well as specific conditions under Vietnamese law is a key factor in limiting risks and ensuring investment efficiency.

What is a real estate business?

According to Clause 1, Article 3 of the Law on Real Estate Business 2023, this activity involves investing capital to seek profits through real estate transactions.

• Definition and Purpose: Real estate business involves investing capital to perform activities such as building housing and construction works, or creating land use rights with technical infrastructure within real estate projects, for the primary purpose of generating profit.
• Commercial Activities: It encompasses a chain of specific commercial acts including selling, transferring, leasing, subleasing, and lease-purchasing housing or construction works; as well as transferring rights to land with infrastructure or transferring entire real estate projects.
• Real Estate Services: Beyond direct asset trading, the concept extends to supporting services such as real estate brokerage, real estate consulting, and real estate management. 

>>> See more: Resort Investment for Overseas Vietnamese: A Guide

Forms and scopes of real estate business conducted by Vietnamese people residing abroad (overseas Vietnamese).

The Law on Real Estate Business 2023 clearly distinguishes two groups of Overseas Vietnamese with different business scopes based on citizenship status (Article 10).

1. Classification by Citizenship Status

• The law separates Overseas Vietnamese into two categories: those holding Vietnamese citizenship (dual nationals) and those of Vietnamese origin who are not Vietnamese citizens.
• This classification directly dictates the authorized scope of business and the specific conditions applicable to the investor.

2. For Overseas Vietnamese holding Vietnamese Citizenship (Pursuant to Clause 2, Article 10, Law on Real Estate Business 2023)

• They enjoy broad rights similar to domestic citizens, including investing in building housing/construction works for sale, lease, or lease-purchase.
• They are permitted to buy, lease-purchase housing and construction works, or receive transfers of land use rights with infrastructure in projects to sell or lease.
• They may receive transfers of entire or partial real estate projects to continue investment and business.

3. For Overseas Vietnamese not holding Vietnamese Citizenship (People of Vietnamese Origin) (Pursuant to Clause 3, Article 10, Law on Real Estate Business 2023)

• They may invest in building housing and construction works attached to land use rights within real estate projects to sell, lease, or lease-purchase according to land laws.
• They may invest in technical infrastructure within real estate projects to transfer, lease, or sublease land use rights that have infrastructure.
• They are restricted from general trading outside of projects (e.g., buying individual plots to flip) but can rent housing/construction works for subleasing or receive project

>>> See more: Overseas Vietnamese Land Investment: A Guide

Conditions for overseas Vietnamese to engage in real estate business in Vietnam.

To operate in Vietnam, Overseas Vietnamese must comply with conditions under Article 9 of the Law on Real Estate Business 2023.

1. Enterprise Establishment Requirement

• Organizations and individuals must establish an enterprise (under Enterprise Law) or a cooperative/union of cooperatives (under Cooperative Law) with registered real estate business lines.
• Exception: Individuals conducting small-scale real estate business or selling/leasing assets not for business purposes do not need to form a company but must declare and pay taxes.
• Individuals selling/lease-purchasing housing or construction works must perform notarization or certification as prescribed.

2. Operational and Financial Safety

• The enterprise must not be under a ban, temporary suspension, or suspension of operation by a court judgment or a decision of a competent state agency.
• The enterprise must ensure safety ratios regarding credit debt and corporate bond debt relative to owner’s equity.

3. Equity Capital Requirements for Projects

• Enterprises implementing real estate projects must have owner’s equity not lower than 20% of total investment capital for projects under 20 hectares, and not lower than 15% for projects of 20 hectares or more.
• The enterprise must ensure the ability to mobilize capital to implement the project.
• If implementing multiple projects simultaneously, the enterprise must have sufficient equity allocated to satisfy the above ratios for each project.

>>> See more: What conditions do individuals doing real estate business need to meet?

Long Phan Consulting provides legal consulting services on real estate business for Vietnamese people residing abroad.

Long Phan Consultants provides comprehensive legal solutions to support Overseas Vietnamese in navigating administrative barriers and legal differences.

1. Strategic Analysis and Setup

• We analyze the client’s citizenship status (Vietnamese citizen vs. person of Vietnamese origin) to accurately determine the permissible scope of business.
• We perform full-package procedures for establishing foreign-invested enterprises or domestic enterprises (for dual citizens).

2. Due Diligence and Drafting

• We conduct legal due diligence on land use rights, project planning, and the legal profile of domestic partners.
• We draft and review project transfer contracts, Business Cooperation Contracts (BCC), land lease agreements, and other documents to maximize protection of the investor’s rights.

3. Authorized Representation

• We represent clients in working with competent state agencies such as the Department of Finance and the Department of Natural Resources and Environment.
• We handle emerging issues and resolve obstacles throughout the investment and operational process.

Frequently Asked Questions

Below are some frequently asked questions regarding the conditions for overseas Vietnamese to conduct real estate business; please refer to them:

How are real estate business regulations applied to Overseas Vietnamese who still hold Vietnamese citizenship (dual citizenship)?

People with dual citizenship (including Vietnamese) enjoy rights and obligations completely identical to Vietnamese citizens living in the country. This means you are allowed to perform all forms of business, including buying individual land plots or townhouses for investment/trading without the scope limitations applied to non-citizens. (Legal basis: Clause 2, Article 10, Law on Real Estate Business 2023.)

Are Overseas Vietnamese who no longer hold Vietnamese citizenship (people of Vietnamese origin) allowed to buy individual townhouses or land plots from households to resell for profit?

No. People of Vietnamese origin without Vietnamese citizenship are only allowed to conduct real estate business through investing in construction projects or leasing to sublease. This group is not permitted to receive transfers of land use rights or buy individual housing outside of projects for trading purposes (buying and selling). (Legal basis: Clause 3, Article 10, Law on Real Estate Business 2023.)

What is defined as “small-scale real estate business” to be exempt from establishing an enterprise?

A small-scale real estate business is defined as a business that does not require setting up an investment project under construction/housing laws; does not exceed a value of 300 billion VND per contract; and does not exceed 10 transaction times in one year. If transacting only 01 time in a year, the value is not calculated. (Legal basis: Clause 1, Article 7, Decree 96/2024/ND-CP.)

Are Overseas Vietnamese allowed to receive the transfer of an entire real estate project from another investor to continue business?

Yes. Both groups of Overseas Vietnamese (citizens and non-citizens) are permitted to receive the transfer of all or part of a real estate project to continue investment, construction, and business, provided the project meets legal conditions and the transferee meets financial capacity requirements. (Legal basis: Point g Clause 1 and Point c Clause 3, Article 10, Law on Real Estate Business 2023.)

What acts are strictly prohibited for Overseas Vietnamese when conducting real estate business?

Prohibited acts include: Conducting real estate business without meeting conditions; fraud or deception in business; failing to disclose information or disclosing incomplete/untruthful information about real estate; illegal capital mobilization; and money laundering through real estate activities. (Legal basis: Article 8, Law on Real Estate Business 2023.)

Conclusion

Mastering legal regulations is a solid stepping stone to help Overseas Vietnamese investors minimize risks and optimize profits in the domestic market. Long Phan Consultants is always ready to assist you in resolving all inquiries related to investment procedures and real estate business. To receive in-depth advice and the most suitable legal solutions, please contact us immediately via Hotline 1900636389.