Contributing land-use rights as capital is a common way to bring land into business operations without selling it. Yet it is one of the most trap-filled transactions: mistaking the conditions for exercising land rights, forgetting to notarize the contribution contract, mis-valuing the asset, or missing the contribution deadline can render the deal void or create liability. Here are 5 key points under current law (as of 14 October 2026).
1. Check the 5 conditions in Art. 45.1 of the Land Law 2024 before valuation
Art. 37.1(h) of the Land Law 2024 (No. 31/2024/QH15, effective 01/8/2024) allows individual land users — those allocated land within quotas, allocated land with land-use fees, leasing land with one-off payment for the whole term, recognized as land users, or receiving land through conversion, transfer, donation or inheritance — to contribute land-use rights and assets attached to land as capital to organizations.
But before valuation, all 5 conditions for exercising rights under Art. 45.1 must be met (items a–dd): (a) a land-use right certificate exists; (b) the land is dispute-free or disputes have been resolved by an effective judgment or decision; (c) the land-use right is not distrained or subject to enforcement security measures; (d) the land is within its use term; (dd) the land-use right is not subject to provisional urgent measures. Cases of late or owed financial obligations must be settled before exercising rights.
Key trap: land leased with annual rental payments may NOT be contributed as land-use rights — Art. 37.2(e) provides that individuals leasing land with annual payments may only contribute assets they own that are attached to the land, within the lease term.
2. The capital contribution contract must be notarized or certified
Art. 27.3(a) of the Land Law 2024: contracts contributing land-use rights as capital must be notarized or certified. The only exception (item b): where one or more parties are real estate business organizations, notarization or certification follows the request of the parties. A contract lacking mandatory notarization or certification risks being declared void as to form.
3. Value at true value — do not inflate charter capital
The Enterprise Law 2020 (No. 59/2020/QH14, as amended by Law No. 76/2025/QH15, effective 01/7/2025): land-use rights are contributed assets (Art. 34.1); only individuals or organizations that lawfully own or lawfully hold the right to use an asset may use it for capital contribution (Art. 34.2).
Contributed assets must be valued in Vietnamese dong — as agreed by founding members or shareholders, or by a valuation organization; where the valuation exceeds actual value, founding members or shareholders are jointly liable to contribute the difference and bear liability for resulting damage (Art. 36). In practice, hiring an independent valuation organization is the safest way to avoid later disputes.
4. Contribute in full within 90 days and transfer the certificate to the company
Contribution deadline: 90 days from the issuance of the enterprise registration certificate — applicable to multi-member limited liability companies (Art. 47.2) and single-member limited liability companies (Art. 75.2, Enterprise Law); excluding time for transporting or importing contributed assets and for administrative procedures transferring asset ownership.
The contributor must complete procedures transferring the land-use right to the company (Art. 35.1(a), Enterprise Law) — the land-use right only truly becomes company property once the transfer and change registration are complete. Register the change within 30 days from the contribution date (Art. 133.3, Land Law 2024). An increase in charter capital from land-use right contributions must be registered as a change to enterprise registration content under Decree 168/2025/ND-CP (effective 01/7/2025), as amended by Decree 296/2026/ND-CP (effective 23/7/2026) — never cite the expired Decree 01/2021.
5. Exempt from registration fee — but tax obligations must be determined separately
Transferring land-use rights for contributed assets is not subject to the registration fee (Art. 35.1(a), Enterprise Law). In addition, Art. 10.17(a) of Decree 10/2022/ND-CP (as amended by Decree 175/2025/ND-CP) exempts from the registration fee assets on which the fee was already paid when contributed to an enterprise (and when the enterprise dissolves, divides, or returns assets upon capital withdrawal).
However, tax obligations arising from the contribution (personal income tax for individuals, corporate income tax on revaluation differences) must be determined separately under current tax law — do not state specific tax rates without checking the original text.
Conclusion
Contributing land-use rights as capital is only safe when done in the right sequence: verify all 5 conditions for exercising rights, notarize the contribution contract, value at true value, contribute in full within 90 days, and complete the title transfer to the company. Skipping any link can expose the entire transaction to later challenge.
Contact FLAT Law Firm
If you are preparing to contribute land-use rights as capital to an enterprise and need a conditions check, contribution contract drafting, or title transfer procedures, please contact our team at contact us.
This article provides general legal information and does not constitute legal advice for any specific case. The content has passed quality review by the AI Legal Council (a panel of two independent reviewers plus a chief editor) and was approved by the site owner before publication; it was not reviewed by a human lawyer.
