Transferring a real estate or BT project is not a share sale: the assets, the land and even the contract with the State change hands, so the tax burden sits in project-transfer income tax and in VAT on the value above the deductible land price. Looking only at the 20% rate misses half the equation.
The procedural gate: approval to transfer the project
Under Article 46 of the Investment Law 143/2025/QH15, an investor may transfer all or part of a project to another investor if land, sector and progress conditions are met; where the project required investment-policy approval, the transfer needs prior consent from the approving authority. For a BT project, the transferee must also step into every right and obligation under the BT contract signed with the state agency, including payment by land fund or budget — making it a three-party transaction in substance, not a simple sale contract.
Two tax layers: transfer income and VAT
Income from transferring a project or real estate bears corporate income tax at 20% on the excess of the transfer price over remaining invested costs and transfer expenses, under the Corporate Income Tax Law 67/2025 framework. The second layer is 10% VAT on the transfer price after deducting the deductible land price — the deduction is where disputes concentrate, because the land price when the project was received and the price at transfer can sit years and several price-list revisions apart. The seller must also close out outstanding land rental and land-use levy obligations before the tax authority confirms completion for the deal.
The file that decides the actual tax bill
- Break the project value down in the contract into land, works and exploitation rights to support the land-price deduction in the VAT computation.
- Audit all capitalised investment costs and their vouchers before signing; undocumented costs will be stripped from deductible amounts.
- For BT projects, obtain the contracting agency’s written consent to the transferee and the payment-succession plan before notarising the transaction.
Frequently Asked Questions
Is transferring a real estate project taxed?
Yes. Income from a project or real estate transfer bears 20% corporate income tax on the gain under the CIT Law 67/2025, and 10% VAT applies on the transfer price after deducting the deductible land price — two independent layers on the same transaction.
What is the rate?
The headline rate is 20% CIT on transfer income. There is no percentage-on-revenue rate for this transaction as sometimes rumoured; the real figure depends on the determinable gain and on the land price deductible for VAT.
How is the price set for tax?
The contract price is the starting point, but the tax authority may reassess it if it is below market value or below the provincial land price list in force at the transfer date for the land component.
What documents are needed?
The file comprises the project-transfer approval (where the project required policy approval), the transfer contract, land records, investment-cost vouchers, BT-contract succession documents where relevant, and the transfer tax declaration filed before title and asset registration is changed.
This article has been quality-reviewed by the FLAW AI Legal Council