Real estate is one of the most attractive — and most tightly regulated — sectors for foreign investors in Vietnam. Unlike many other industries, foreign investors’ real estate business is not only governed by the Law on Investment but also limited in the permitted forms of business by the Law on Real Estate Business itself. This article systematizes the conditions foreign investors must satisfy when developing real estate projects in Vietnam.
1. The first gateway: market access under the Law on Investment 2025
Real estate business is a conditional business sector subject to market access restrictions for foreign investors. Under the Law on Investment 2025 (No. 143/2025/QH15, effective March 1, 2026), foreign investors must satisfy the market access conditions in Article 8 and complete investment procedures (investment policy approval, investment registration certificate issuance) before establishing an economic organization to implement the project.
Important note: Law No. 24/2026/QH16 (amending the Law on Investment, effective March 1, 2027, some provisions from January 1, 2027) has sharply cut the list of conditional sectors (from 198 to 137). Investors must check the list in force at the time of procedures, not mechanically apply the old list.
2. The crux: foreign investors may only do real estate business in certain forms
This is the biggest difference many investors miss. Article 10 of the Law on Real Estate Business 2023 (No. 29/2023/QH15, effective August 1, 2024) distinguishes two cases:
Article 10(4) — foreign-invested economic organizations that must satisfy conditions and carry out investment procedures applicable to foreign investors (i.e., most FDI cases) may do real estate business only in the narrower forms listed in Article 10(3):
- Investing in housing and construction works attached to land use rights for sale, lease or lease-purchase through real estate projects;
- Investing in technical infrastructure in real estate projects for transfer, lease or sublease of land use rights with technical infrastructure;
- Leasing houses/construction works for sublease; receiving transfer of all or part of a real estate project for continued investment.
Article 10(5) — foreign-invested economic organizations not falling under paragraph 4 (e.g., foreign ownership low enough not to trigger foreign-investor procedures) may do real estate business in the same forms as domestic organizations (Article 10(1)).
In other words: having foreign capital does not entitle a company to every form of real estate business. Determining whether your enterprise falls under Article 10(4) or 10(5) is the first and most important step.
3. Land conditions: primarily land lease
Under the Land Law 2024 (No. 31/2024/QH15), foreign-invested economic organizations use land for investment projects primarily in the form of state land lease (one-off or annual rental payment), not land allocation with land use fees as for domestic economic organizations in most cases. The lease term follows the project’s duration. This land-law distinction must be built into the financial model from the start.
4. Conditions for each specific project
Beyond entity-level conditions, each real estate project must meet the requirements of Article 11 of the Law on Real Estate Business 2023: consistency with land use planning and plans; compliance with construction and urban planning; investment-construction procedures under planning, investment, land, construction and housing laws; construction permits where required; construction in line with approved progress, planning, design and project implementation schedule.
On asset acquisition rights: Article 15 of the 2023 Law provides that lawfully operating foreign-invested economic organizations in Vietnam may purchase and lease houses for use; lease houses for business; and purchase/lease construction works from project developers for use according to their functions. Foreign organizations and individuals buying houses follow the housing law (see our article on foreign individuals buying houses in Vietnam).
5. Receiving project transfers: the popular route for foreign investors
Instead of applying for a new project from scratch, many foreign investors choose to receive transfer of all or part of a project — one of the permitted forms under Article 10. Under Articles 41–43 of the Law on Real Estate Business 2023:
- Transfer approval authority: the Prime Minister or the provincial People’s Committee, depending on project type;
- After the approval decision and signing of the transfer contract, if the transferee is a foreign-invested economic organization under Article 10(4), it carries out land procedures under the land law;
- The transferee inherits the rights and obligations of the transferring developer regarding the project (including warranty obligations) — making legal, financial and land/warranty due diligence before the transfer mandatory.
6. Checklist for foreign investors before developing a real estate project
- Determine whether the enterprise falls under Article 10(4) or 10(5) of the 2023 Law on Real Estate Business — this decides the permitted scope;
- Check market access conditions under the Law on Investment 2025 and the current list (mind Law 24/2026/QH16);
- Complete investment procedures (policy approval/IRC issuance) before establishing the economic organization;
- Determine the land use form (land lease) and a term matching the project;
- Ensure the project meets Article 11 (planning, construction permit, schedule);
- For project transfers: full due diligence on legal, financial, land obligations and warranties;
- Monitor the draft amendments to the Land Law, Housing Law and Real Estate Business Law under consultation (09/2026) to adapt proactively.
In short, foreign investors can absolutely develop real estate projects in Vietnam, but must pass three layers of conditions: market access (Law on Investment), limited business forms (Article 10 of the 2023 Law on Real Estate Business), and project-specific land conditions. Mastering all three from the outset avoids costly mistakes later.
Prepared by the FLAW AI Legal Council. Content has passed internal QA panel review (Oct 15, 2026) and is pending approval before publication. General information only; not a substitute for legal advice on a specific matter.