When an investment project is transferred to another investor — selling an entire real estate project, transferring a factory, or reassigning an FDI project — a practical question immediately arises: who bears warranty and maintenance obligations for what was handed over before? Do home buyers keep their warranty? Must the new investor “shoulder” the former developer’s defects? This article analyzes post-transfer warranty and maintenance obligations under Vietnamese law.
1. The foundational principle: project transfer does not erase duties to third parties
The most important starting point: a project transfer is a transaction between the transferor and the transferee — it does not automatically extinguish obligations the former developer committed to customers, buyers and third parties, unless otherwise agreed and accepted by the entitled party itself.
The law states this principle clearly for real estate: Article 43 of the Law on Real Estate Business 2023 (No. 29/2023/QH15) provides that the transferee of all or part of a project inherits the rights and obligations of the transferring developer regarding the project. That means warranty obligations for houses and works sold to customers automatically pass to the new investor — customers need not sign any new paperwork.
This is also the general logic of civil law: obligations attached to transferred assets/rights follow the assets, unless the parties agree otherwise within the law.
2. Warranty under the 2015 Civil Code: what must the seller do?
Article 446 of the 2015 Civil Code (No. 91/2015/QH13) provides the warranty obligation: the seller must warrant the sold object for a period (the warranty period) if the parties so agree or the law so provides; the period runs from when the buyer is obliged to accept the object.
Article 447 grants the buyer the right to claim warranty: upon discovering a defect during the warranty period, the buyer may require the seller to repair free of charge, reduce the price, replace the object, or return it for a refund. Article 448 requires the seller to repair defects, ensure the object meets the committed quality, and bear repair and transport costs.
Applied to project transfers: warranty commitments in asset sale contracts, construction contracts and equipment supply contracts of the project remain binding — the only question is who performs them after the change of ownership.
3. Three relationships to disentangle
Relationship 1 — New developer vs. customers/buyers: as noted, the transferee inherits warranty obligations to customers (Article 43 of the 2023 Law on Real Estate Business). Buyers who purchased before the transfer keep their full warranty; they claim against the new developer, not the old one.
Relationship 2 — Former vs. new developer: this is governed by the project transfer contract. The parties should clearly agree: (a) a full list and handover of existing warranty obligations with dossiers; (b) who bears warranty costs arising from defects predating the transfer; (c) a reimbursement mechanism if the new party must pay for the old party’s obligations (e.g., retaining part of the transfer price as security, or a bank guarantee).
Relationship 3 — Developer vs. contractors and suppliers: contractors’ construction warranties and suppliers’ equipment warranties to the developer do not simply vanish upon transfer. The transferee should require assignment of these warranty claim rights (via an assignment clause in the project transfer contract) to demand repairs from contractors when construction defects surface.
4. Warranty vs. maintenance — do not conflate them
Two often-confused but distinct concepts:
- Warranty: the duty to remedy existing defects (from construction, materials, equipment); triggered by faults; the obligor must repair free of charge during the warranty period;
- Maintenance: the duty to keep assets in good operating condition; ongoing work that the owner may perform itself or hire an operator to perform; maintenance costs as agreed (e.g., apartment building management fees paid by residents).
In the project transfer contract, provide separately for each: who handles warranty for existing defects, and how management/operation maintenance is handed over and received (technical dossiers, operating teams, ongoing service contracts).
5. Warranty clause checklist for the project transfer contract
- Annex listing all existing warranty obligations: to customers, to contractors, with remaining periods;
- Dossier handover: sale contracts, acceptance minutes, warranty dossiers, lists of pending complaints;
- Cost allocation: who bears defects predating the transfer; retention/guarantee mechanisms;
- Assignment of warranty claim rights against contractors and suppliers;
- Notice to customers: though not always legally mandatory, formal notice tells customers the new contact point and prevents disputes;
- Indemnity clause: the transferor indemnifies the transferee for warranty obligations from the prior period that were not disclosed.
Also note that Article 46 of the Law on Real Estate Business 2023 lists warranty among the mandatory main contents of house/construction work sale and lease-purchase contracts — when receiving a project transfer, the new investor should review customer contracts to know exactly which warranty commitments it inherits.
In short, after an investment project transfer, warranty obligations to customers and third parties do not disappear but pass to the new investor; how responsibility and costs are allocated between the old and new parties depends entirely on the quality of the transfer contract. Full listing, careful dossier handover and retained financial security are three things never to skip.
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.