Real Estate, Construction and Projects
Real estate and construction are the transaction group where legal risk usually attaches directly to asset value. A warehouse lease, project transfer or house-and-land sale can fail not on price, but because land use rights, planning, transfer conditions, construction permits or actual conditions do not match the files.
Quick summary: real estate, construction and projects
| For | Enterprises leasing land, workshops, warehouses or offices; project developers; and acquirers of real estate or projects. |
|---|---|
| Key documents | Land use right certificates, lease contracts, planning files, construction permits, completion files and as-built drawings. |
| What to check | Land use purpose and remaining term, status of assets attached to land, transaction restrictions, mortgages and transfer conditions. |
Common needs
- Legal review before leasing land, workshops, warehouses or offices.
- Project due diligence, land use rights, permits and construction contracts.
- Advice on project transfers, asset transactions and contract disputes.
- Support for FDI investors in industrial parks and industrial real estate.
Points to check
- Land use rights, use purpose, term, restrictions and assets attached to land.
- Planning, fire prevention, environment, construction permits and acceptance.
- Sublease rights, mortgages, transfers and third-party transactions.
- Consistency between legal files and actual conditions.
Common risks
- Paying deposits before fully checking disposal rights and transaction conditions.
- Workshops unsuitable for project objectives or lacking operating conditions.
- Construction contracts missing acceptance, penalty and warranty mechanisms.
- Trusting commercial descriptions without cross-checking original legal files.
Files to prepare
- Land use right documents, project files, lease contracts, drawings and planning documents.
- Legal status of works, fire prevention, environment, acceptance and related financial obligations.
- Actual plans for sale, lease, transfer, deposits or construction deployment.
What workshop leases often miss
The first condition to check is whether the lessor has the right to lease: land with the correct use purpose, a use term longer than the lease term, completed works, and no mortgage blocking the lease. Many contracts only name the lessor without cross-checking the certificate.
The second clause group covers what happens during the lease: improvement rights, who owns added investments on the land, fire prevention and environmental responsibilities, and conditions for the lessee to sublease or assign the contract upon restructuring.
The third is termination: each side’s early termination grounds, deposit handling, handling of lessee-invested assets, and handover time. For manufacturing enterprises, relocation costs are often far larger than rent, so these clauses should be negotiated before signing, not when conflicts arise.
Projects and construction contracts
For projects involving construction, risk concentrates where legal progress and construction progress are out of sync. Signing an EPC contract and ordering equipment before the construction permit is issued is a common cause of disputes over delays and cost overruns.
In construction contracts, we focus on variation mechanisms, price adjustments, phased acceptance, performance bonds and payment conditions. A clear acceptance mechanism usually prevents most later disputes, because it forces both sides to record conditions while still verifiable.
Land allocation, land lease, land use purpose conversion and land complaints
Many projects are not stuck on contracts between parties but on the State’s administrative decisions on land: land allocation, land lease or permission to convert land use purpose. We advise and represent clients at these steps.
- Determine the form and grounds. The Land Law No. 31/2024/QH15 distinguishes land allocation and land lease via land use right auctions, via bidding to select investors, and cases without auction or bidding; each case has its own grounds and conditions (Articles 116, 122 and 124).
- Land use purpose conversion. Article 121 lists cases requiring permission from the competent state authority, including converting agricultural land to non-agricultural land, converting non-agricultural land that is not residential land to residential land, and converting non-agricultural production/business land to commercial/service land. After conversion, the land user fulfils financial obligations and applies the use regime of the new land type.
- Competent authority. Under Article 123, the provincial People’s Committee decides for domestic organisations, foreign-invested business organisations and overseas Vietnamese. From 1 July 2025, authorities previously of the district level, such as land allocation, land lease and land use purpose conversion permission for individuals, are assigned to commune-level government under Decree 151/2025/ND-CP (amended and supplemented by Decree 226/2025/ND-CP, effective from 15 August 2025). So the filing place must be re-determined for each land parcel.
- Planning, financial obligations and deployment conditions. We cross-check the land use plan, the investment policy approval decision, land use fees or land rents payable, and the timeline for putting land into use. From 1 January 2026, Resolution 254/2025/QH15 and guiding decrees add certain separate mechanisms, including on land use fees and land rents; application to each file needs checking at the time of filing.
Land disputes and complaints/lawsuits against administrative decisions
Land disputes between parties must be conciliated at the commune-level People’s Committee where the land is located before the competent authority resolves them; the conciliation period is no more than 30 days (Article 235). Disputes where one party has a Certificate or documents under Article 137 are resolved by the Court; otherwise, the parties may choose to request the competent People’s Committee to resolve or sue at the Court. Disputes arising from commercial activities related to land are resolved by the Court or Vietnamese commercial arbitration (Article 236).
When the obstacle lies in the administrative decision or act itself on land management, such as a land recovery decision or refusal to allocate/lease land or convert land use purpose, land users and persons with related rights and obligations may complain under complaint law or sue under administrative procedure law (Article 237). Choosing the path and keeping deadlines should be decided early, as it directly affects project progress.
Reference legal framework
Land, housing and project transactions in Vietnam are governed by the Land Law No. 31/2024/QH15, the Housing Law No. 27/2023/QH15 and the Real Estate Business Law No. 29/2023/QH15; all three effective from 1 August 2024 under Law No. 43/2024/QH15. Alongside them is the Construction Law and guiding documents, including Decree 102/2024/ND-CP detailing the Land Law. For foreign-invested projects, investment law applies in parallel, including the Investment Law 2025 No. 143/2025/QH15.
The draft amended Land Law, Housing Law and Real Estate Business Law are being finalised by the Government for submission to the National Assembly (Resolution 278/NQ-CP dated 18/9/2026); the above regulations should be re-checked when the amended laws are passed.
Laws and regulations, state authorities’ competence and administrative procedures may change over time. The full texts of the above documents can be found at the Government’s legal normative document system. The content on this page is directional and should be checked against the documents in effect at the time of application to each specific file.
FAQ
Should a workshop lease be signed before having the IRC?
In principle, a lease contract may be signed before the Investment Registration Certificate (IRC) is issued — the leased location is often part of the IRC application file. However, do not commit to long terms, large rents or heavy penalty clauses before the project is certain to be approved. In practice, negotiate clauses allowing termination or adjustment of the contract if the IRC is not issued or project objectives must change.
What does a legal review of houses and land include?
Usually use rights, planning, transaction restrictions, disputes and related files.
How does buying project assets differ from buying the project company’s shares?
The two structures have different consequences on inherited liability, approvals and tax.
Where do construction disputes usually arise?
Usually in scope of work, progress, acceptance, variations and warranties.
What should foreign investors note?
Additionally check investment conditions, project objectives and the related licence roadmap.
Useful links
Talk to FLAT LAW FIRM
You can send the existing documents, objectives and expected timeline for our team to assess the next steps.
Talk to a lawyer when:
- the lessor cannot prove the right to lease, or the land is mortgaged or disputed;
- the project needs land use purpose conversion, or land allocation/lease from the State;
- the construction contract is large in value, urgent in schedule, or penalty and warranty clauses are unclear;
- disputes have arisen, or administrative decisions on land are affecting project progress.