Vietnamese vs. Chinese Land Law: What Differs in Land Use Rights?
This Vietnam China land law land use rights comparison starts from a similar starting point: land belongs to the entire people, and private land ownership is not recognized. From that common foundation, however, the two countries have built two land-use-right systems that operate on markedly different logic. With two-way investment flows growing — Chinese enterprises investing in Vietnam and vice versa — understanding these similarities and differences is no longer academic knowledge but a practical requirement of every transaction.
Table of contents
- 1. Why investors need to understand both countries' land law
- 2. The common foundation: land belongs to the entire people
- 3. Vietnam: land use rights under the Land Law 2024
- 4. China: term-based land use rights and the transfer market
- 5. Quick comparison of 8 core differences
- 6. What Chinese investors entering Vietnam need to know
- 7. What Vietnamese investors going to China need to know
- 8. Common risks in cross-border land transactions
- 9. Frequently asked questions
- 10. When to work with a lawyer
1. Why investors need to understand both countries' land law
Three groups need this comparative knowledge most.
Chinese enterprises investing in Vietnam. From factories in industrial parks to energy and logistics projects — every project needs land. Chinese investors often carry over thinking from their home market (auctioned land use rights, 50-year terms for industrial land) and can be bewildered by Vietnamese concepts such as land allocation, land lease with one-off or annual payment, land use levy, and land rental.
Vietnamese enterprises expanding into China. More and more Vietnamese companies are setting up factories, offices, and warehouses in China. Not understanding China's term-based land use rights and its secondary transfer market can lead to costly mistakes.
Lawyers, consultants, and banks involved in cross-border transactions: reviewing land use rights as collateral, structuring M&A deals with a land element, or advising overseas Vietnamese and foreigners on housing.
The most dangerous thing is not what you don't know, but what you think you know — mechanically applying one country's logic to the other because they "both have ownership by the entire people."
2. The common foundation: land belongs to the entire people
Neither Vietnam nor China recognizes private ownership of land.
In Vietnam, the 2013 Constitution (Articles 53 and 54) provides that land belongs to the entire people, with the State acting as the representative owner and exercising unified management. Organizations and individuals are allocated land, leased land, or have their land use rights recognized by the State — that is, they hold land use rights, not land ownership.
In China, the 1982 Constitution (Article 10) provides that urban land is owned by the state and rural and suburban land is owned by collectives. Individuals and organizations likewise hold only land use rights (土地使用权, tudi shiyongquan) for defined terms — not ownership.
From this common ground, both systems operate on the same logic: the State holds the ultimate power of disposition (allocating, leasing, and recovering land), while land users hold derivative rights (use, transfer of use rights, mortgage, sublease within the limits permitted by law). Grasp this logic and you hold the key to every detailed rule in both countries.
3. Vietnam: land use rights under the Land Law 2024
The Land Law 2024 (31/2024/QH15, effective 01/8/2024) is the current framework, with the following core points.
Main forms of land use: allocation of land with a land use levy, allocation without a levy, lease of land with a one-off payment for the entire lease term, lease with annual payments, and recognition of land use rights for stable long-term occupants. Foreign-invested enterprises implementing projects in Vietnam are mainly leased land.
Land use terms: leased land for production and business investment projects is usually capped at 50 years; projects with large capital but slow payback, or projects in disadvantaged areas, may be considered for longer terms as decided by the competent authority. Land used stably on a long-term basis (residential land of households and individuals) has no defined term.
Rights of land users: transfer, lease, sublease, gift, mortgage, and capital contribution with land use rights — but the scope depends on the form of land use. For example, land leased with annual payments faces more restrictions on transfer than land leased with a one-off payment or allocated land with a levy.
Land recovery: the State recovers land for national defense, security, and socio-economic development in the national or public interest, under principles of compensation, support, and resettlement. This is a risk every long-term investor must factor in.
Land prices: the Land Law 2024 abolished the Government's land price framework; annual provincial land price tables now apply, approaching market prices — directly affecting the land use levies and rentals enterprises must pay.
4. China: term-based land use rights and the transfer market
China's system is built around term-based, paid land use rights, with the following features.
Classification by purpose with different terms: under the widely applied rules, residential land carries 70-year rights, industrial land 50 years, and commercial, service, and tourism land 40 years. The term runs from the date of grant and is stated on the certificate.
Transfer methods: state-owned land use rights are granted mainly through auction, bidding, listing (招拍挂, zhao-pai-gua) or agreement in certain cases; collectively owned land follows a much stricter separate regime. China's secondary market for land use rights is highly developed, especially in major cities.
Renewal upon expiry: under the new rules, residential land use rights are automatically renewed upon expiry; non-residential (industrial, commercial) rights require a renewal procedure and may involve supplementary land use fees. Investors should pay special attention to this when acquiring land use rights that have already been used for many years — the actual remaining term may be far shorter than imagined.
Collectively owned land: rural collectively owned land may not, as a rule, be directly transferred for non-agricultural purposes; every project on collective land must go through conversion to state-owned land. This is a "forbidden zone" foreign investors must never touch without local counsel.
5. Quick comparison of 8 core differences
| Criterion | Vietnam | China |
|---|---|---|
| Landowner | Ownership by the entire people, State as representative | State ownership (urban), collective ownership (rural) |
| People's/enterprises' right | Land use rights | Term-based land use rights |
| Typical term (industrial) | Project land lease usually ≤ 50 years | 50 years |
| Residential land term | Stable long-term (no term) | 70 years, automatically renewed on expiry |
| Common form for FDI | Land lease | Receiving transferred/auctioned land use rights |
| Annually paid leased land | Restricted transfer and mortgage | No equivalent concept |
| Secondary market | Exists, depending on form of land use | Highly developed, especially in large cities |
| Rural/collective land | Separate regime, restricted conversion | Absolutely no direct dealing before conversion |
6. What Chinese investors entering Vietnam need to know
Don't confuse Vietnam's "land lease" with an ordinary lease. Land lease in Vietnam is a form of land use established by the State, with full certificates and derivative rights — not a simple private rental contract. (See also: capital contribution with land use rights by foreign investors.)
Choosing between a one-off payment and annual payments greatly affects future transfer and mortgage rights. A one-off payment for the whole lease term confers rights close to allocated land (transfer, mortgage, capital contribution permitted), while annual payments restrict more but reduce initial capital pressure.
Land rental and land use levies are calculated under each province's annual land price table — investors must budget for this in their financial models, especially for annually paid leases with periodic unit-price adjustments.
Land lease conditions attach to the investment project: an FDI enterprise leases land to implement an approved project; changing the land use purpose or transferring the project triggers land procedures. Industrial land cannot simply be converted to commercial or service use at will.
Legal land due diligence is indispensable when receiving a project transfer: check the land's origin, form of use, remaining term, outstanding financial obligations, disputes, and planning.
7. What Vietnamese investors going to China need to know
The remaining term of land use rights is the single most important parameter when acquiring or leasing land use rights in China. An industrial plot granted in 2000 has just over 20 years left — a completely different value and investment case from newly granted land.
Only deal in state-owned land with completed procedures. Never sign contracts to lease or buy land directly under collective ownership before conversion; such transactions may be declared void, with total loss.
Complex locality-by-locality administration. China decentralizes land administration significantly; procedures, fees, and timelines in Guangdong differ from those in Jiangsu or Chongqing. Always work with local counsel.
Language and documents: all legal paperwork on land in China is in Chinese; translations are for reference only. Investors need specialized legal translators, not machine tools, for legal texts.
8. Common risks in cross-border land transactions
Risk 1: misunderstanding the nature of the right. Assuming "buying land" abroad is like buying land in Vietnam (which is itself only buying use rights). The result: wrong valuation and wrong expectations about disposition rights.
Risk 2: ignoring the term. Acquiring a project without calculating the remaining land use term; only at expiry discovering renewal costs or the risk of non-renewal.
Risk 3: land not yet eligible for transfer. Receiving land use rights when the transferor has not fulfilled financial obligations to the State, or the land is mortgaged, disputed, or within a recovery plan.
Risk 4: wrong transaction structure. Buying shares in a land-holding company without reviewing its land; or signing an investment cooperation contract on land the Vietnamese/Chinese party has no right to sublease.
Risk 5: policy changes. Both countries are refining their land legislation; policies on land prices, land recovery, and transfer conditions may change and affect project returns. Contracts should include adjustment clauses for fundamental policy changes.
9. Frequently asked questions
Can Chinese nationals buy land in Vietnam?
No. Foreign individuals, including Chinese citizens, cannot receive land use rights in Vietnam. They may only lease land through a foreign-invested enterprise established in Vietnam to implement an investment project, or purchase commercial housing (excluding separate land use rights) under the regulations on housing for foreigners, subject to quantity and ownership-term limits.
Is a Chinese-invested enterprise allocated land or leased land in Vietnam?
Foreign-invested enterprises (including Chinese capital) implementing projects in Vietnam are mainly leased land by the State, paying a one-off or annual rental depending on the project — this is a core difference that the Vietnam China land law land use rights comparison must read side by side: on the Chinese side, state-owned construction land is likewise only granted for a fixed term through 招拍挂 or agreement. Allocation of land with a land use levy in Vietnam is very limited. The lease term for production and business projects is usually no more than 50 years, and may be longer in special cases as decided by the competent authority.
How long do land use rights last in China?
China applies term-based land use rights by purpose: 70 years for residential land, 50 years for industrial land, and 40 years for commercial and service land. Upon expiry, residential land use rights are automatically renewed under the new rules; non-residential land requires a renewal procedure and may involve fees. This differs from Vietnam, where the term is set in each land allocation or land lease decision.
Can Vietnamese investors buy land in China?
They cannot buy land ownership because China does not recognize private land ownership. Foreign investors, including Vietnamese, may only receive term-based land use rights through auction, bidding, or agreement, to implement investment projects in China, with terms set by land use purpose as described above.
How do Vietnamese and Chinese land certificates differ?
Vietnam issues the certificate of land use rights and ownership of assets attached to land (the "pink book"/"red book"), recording the land use rights of the person allocated or leased the land. China issues the unified real estate certificate (不动产权证书, budongchan quan zhengshu) recording term-based land use rights. Both serve as the legal basis for transferring and mortgaging land use rights.
10. When to work with a lawyer
Mastering the Vietnam China land law land use rights framework helps investors avoid costly mistakes. Vietnam–China cross-border land transactions should involve counsel in these cases:
- Legal land due diligence before receiving a project transfer, buying shares in a land-holding company, or signing a long-term land lease.
- Transaction structuring: choosing the right lease, transfer, or investment cooperation form for your objectives and risk appetite.
- Contract negotiation for land leases and land use right transfers, with protective clauses for policy changes.
- Dispute resolution over land, recovery compensation, and lease contract disputes.
- Coordinating local counsel in China for Vietnamese enterprises investing abroad.
FLAT Law Firm advises on land matters for two-way Vietnam–China investors, coordinating with law firms in China. Contact our hotline at 0988424851 for advice.
