The short answer: no. Foreign-invested enterprises (FDI) may not directly receive transfers of agricultural land use rights from households or individuals. The law only permits FDI companies to receive land transfers within limited areas, while other lawful channels exist to access agricultural land.
1. The 2024 Land Law rule
Under Clause 1, Article 28 of the 2024 Land Law (No. 31/2024/QH15, effective 01/8/2024), foreign-invested economic organizations may only receive transfers of land use rights within industrial parks, industrial clusters, and high-tech parks (point c, Clause 1, Article 28). Agricultural land outside these zones falls outside the permitted scope.
Point c, Clause 8, Article 45 of the 2024 Land Law further provides that cases not permitted by law may not receive transfers or donations of land use rights — reinforcing the prohibition above.
2. Why is FDI restricted?
Agricultural land is tied to food security and peoples livelihoods. The State tightly controls transfers of agricultural land use rights to foreign organizations to ensure land is used in line with planning and to prevent speculation and unlawful land accumulation.
3. Three lawful channels for FDI to access agricultural land
Channel 1 — Land leased by the State. Under Clause 1, Article 180 of the 2024 Land Law, foreign-invested economic organizations may lease land from the State to implement investment projects. This is the most common channel: an FDI enterprise leases agricultural land (already recovered by the State and converted in line with planning) to run high-tech agriculture or agro-processing projects.
Channel 2 — Capital contribution with land use rights. Under point dd, Clause 1, Article 28, foreign-invested economic organizations may receive capital contributions in the form of land use rights from eligible domestic organizations and individuals.
Channel 3 — Transfer of investment capital representing land use right value. Under point d, Clause 1, Article 28, FDI companies may receive transfers of investment capital that represents the value of land use rights — i.e., acquiring the equity stake tied to the land use rights of a domestic investor, instead of receiving the land transfer directly.
4. Note on Law No. 24/2026/QH16
Law No. 24/2026/QH16 amending the Land Law takes effect from 01/3/2027 — it is not yet applicable. All current transactions must be based on the current 2024 Land Law; Law 24/2026 may not be cited as the legal basis for present transactions.
5. Risks of workarounds: authorization contracts and nominee arrangements
In practice, some FDI companies ask domestic individuals to receive agricultural land transfers in their name, then sign authorization contracts or “promised transfer” agreements. These structures carry major risks: disputes when the nominee changes their mind, contracts that may be declared void as sham transactions, and the enterprise holding no lawful land use rights to mortgage or to obtain investment licenses.
Frequently asked questions
What if an FDI company buys shares in a Vietnamese company that holds agricultural land?
Receiving a transfer of investment capital representing land use right value is permitted by law (point d, Clause 1, Article 28). However, careful due diligence is needed on the lands origin, the conditions for the capital transfer, and the target companys land-related financial obligations.
How long may an FDI company lease agricultural land?
The land lease term for an investment project follows the land use term rules of the 2024 Land Law, tied to the approved projects schedule and duration.
Legal bases
- Clause 1, Article 28; Clause 8, Article 45; Clause 1, Article 180 of the 2024 Land Law (No. 31/2024/QH15, effective 01/8/2024).
- Law No. 24/2026/QH16 (amending the Land Law, effective 01/3/2027) — not yet applicable; not to be used as a current legal basis.
An FDI enterprise needing advice on land transaction structures or land leasing for projects in Vietnam? Reach FLAT Law Firm via the Contact page.
The information above is for reference only and does not constitute legal advice.
Transparency note: This article was drafted by FLAT Law Firms AI content production system and reviewed by the internal review board (AI Legal Council QA). It has not been reviewed by a human lawyer.
