An FDI enterprise had discharged its financial obligations, taken handover of the land and put its factory into operation, yet the land use right certificate still had not been issued almost a year after filing: once it was asked to add a cadastral extract map, once the file sat waiting because the boundary with the neighbouring parcel was unconfirmed, and once the receiving authority itself changed. Meanwhile the bank suspended disbursement of a medium-term loan because the main security asset, the land use rights, had no certificate against which a mortgage could be registered. A seemingly procedural delay was in fact eroding both the project finance and its schedule.
The legal framework: land registration and first issuance under the 2024 Land Law
The Land Law No. 31/2024/QH15, effective from 1 August 2024, establishes that land registration is compulsory for land users, and that the certificate of land use rights and ownership of assets attached to land is the highest legal instrument confirming the lawful rights of the land user over each parcel. For an organisation leasing land from the State for a project, first issuance hangs on a completed chain of events: the land lease decision, the signed land lease contract, discharged financial obligations, the on-site handover record and the parcel technical dossier. If one link of that chain is missing, the registration authority may request supplementation, but it must notify once in writing stating clearly what is needed under the one-stop mechanism; piecemeal repeated requests or a file left unanswered are signs of administrative delay that the enterprise is entitled to report and complain about.
For protection against delay, the enterprise holds two parallel administrative tools. The first is a complaint against the administrative act or decision concerning the issuance file under the Law on Complaints No. 02/2011/QH13, with the ninety-day period in Article 9 running from when the delay became known or a refusal was received. The second is an administrative lawsuit under the Law on Administrative Procedures No. 93/2015/QH13 asking the court to compel the competent authority to perform its issuance duty as prescribed. In practice, many delays stem from objective causes outside the registration office: an unresolved boundary dispute, financial obligations not yet certified as completed, or a mismatch between cadastral records and the actual status. Identifying the true cause is the precondition for choosing the right tool instead of complaining indiscriminately to every agency.
Applying the rules: what stays locked while the certificate is missing
The financial consequence is clearest in credit. Mortgaging land use rights for a loan under the secured transactions law requires the land use rights to be registered and certificated in ordinary cases, so a bank generally cannot perfect the security registration while the certificate is unissued. The enterprise can negotiate bridging options such as mortgaging future assets attached to the land, a parent company guarantee, or conditional staged disbursement, but all are stopgaps costing more than a standard loan. The second consequence is transactional: transferring the project, contributing the land use rights as capital, or sub-leasing part of the area is hard to complete without the instrument confirming the rights. The third consequence is subtler: a long wait for issuance raises the risk of being assessed as slow to put land into use if the project is simultaneously behind schedule, even where part of the cause is the administrative delay itself.
Effective handling starts by turning the delay into a provable file. Every filing and supplementation must carry a receipt slip recording the date and document list; every oral exchange with the handling officer should be converted into a written request for a reply. Once the statutory processing time has passed without a result, the enterprise writes to the registration authority and the superior land management body asking for a progress report, setting out the timeline and the damage accruing. That letter is both a legitimate administrative pressure step and evidence for a complaint or lawsuit over the delayed performance of duty. If the delay sits in another link, such as financial obligation determination or boundary confirmation, the registration authority reply will point to the exact agency to push next, sparing the enterprise a runaround between administrative windows.
Checklist for unblocking a delayed certificate file for an FDI project
Where a certificate file is delayed abnormally, the enterprise should take the following steps in sequence:
- Re-audit the whole origin chain of the land use rights: lease decision, land lease contract, proof of discharged financial obligations, handover record and cadastral extract, marking which link is still missing.
- Require the receiving authority to notify once in writing all supplementation contents if any, and keep the receipt slips of every filing and supplementation as timeline evidence.
- Write to the land registration office and the department of natural resources and environment requesting a progress report once the processing deadline passes, stating the damage accruing to the project and the stalled loan.
- Calendar the ninety-day complaint period under Article 9 of the Law on Complaints No. 02/2011/QH13 for the delayed issuance or a refusal, and prepare an administrative lawsuit under the Law on Administrative Procedures No. 93/2015/QH13 if the complaint fails.
- Work early with the bank on substitute security while awaiting issuance, such as future assets attached to the land or a parent guarantee, so the project does not lose liquidity over one administrative procedure.
Frequently Asked Questions
What can we do when a land use right certificate for an FDI project is delayed?
First establish the cause of delay in writing: require the receiving authority to state what the file still lacks or which stage it awaits. If the file is complete and the processing deadline has passed, the enterprise requests a progress report from the registration authority and its superior body, then complains against the delayed administrative act under the Law on Complaints No. 02/2011/QH13 or brings an administrative lawsuit under the Law on Administrative Procedures No. 93/2015/QH13. Every filing and supplementation needs a receipt slip to prove the timeline.
What documents does a land use right certificate application include?
For an organisation leasing land from the State for a project, the core dossier comprises: the application for certificate issuance on the prescribed form, the land lease decision of the competent authority, the land lease contract signed with the State authority, documents proving land financial obligations have been discharged or fall under exemption or deferral, the on-site land handover record, and the parcel technical dossier with cadastral extract. Depending on project status, the registration authority may also request acceptance documents or materials on assets attached to the land if ownership of those assets is to be certified at the same time.
Where do we complain about a delayed certificate?
The enterprise complains to the head of the agency directly handling the file or to the superior land management authority, depending on the local receiving structure, within the ninety-day period under Article 9 of the Law on Complaints No. 02/2011/QH13. The complaint should identify the act complained of as the delayed processing of a complete file, attaching receipt slips and the progress inquiries already sent. If dissatisfied with the complaint outcome, the enterprise may complain further upward or bring an administrative lawsuit.
Without a certificate, can the land be mortgaged for a loan?
In principle it is very difficult, because registering a mortgage over land use rights at the land registration office is tied to the rights having been certificated. Without a certificate, banks usually cannot perfect security over the land use rights and will demand substitute collateral such as certificated workshops attached to the land, machinery and equipment, receivables or a parent company guarantee. Delayed issuance should therefore be treated as a project finance problem, not merely an administrative procedure.
This article has been quality-reviewed by the FLAW AI Legal Council
