LEGAL UPDATE No. 07/2026
27 August 2026
On 10 July 2026, the Ministry of Construction released a draft revised Law on Real Estate Business (the “Draft Law“). If adopted, it will replace the Law on Real Estate Business No. 29/2023/QH15, as amended (the “Current Law“). On 19 August 2026, the Government presented to the National Assembly its proposed policy directions for revising the Current Law, which the National Assembly discussed in plenary on 22 August 2026. This Legal Update analyses the Draft Law dated 10 July 2026. Its provisions remain subject to revision as the legislative dossier is further developed.
The Draft Law retains the Current Law’s 10-chapter structure but reduces the number of articles from 83 to 62, with a number of procedural and technical matters to be detailed by the Government. The following are the eight proposed changes most relevant to real estate businesses and investors.
Key proposed changes under Vietnam’s Draft Revised Law on Real Estate Business.
1. Expanded scope of real estate business in Vietnam
The Draft Law expands the types of real estate and real estate projects that may be put into business. These include houses for accommodation purposes; construction works serving education, healthcare, sports, cultural, office, commercial, service, industrial or mixed-use functions; and floor areas within such construction works. This is particularly relevant to tourism, accommodation, office, commercial and mixed-use developments that have not always fallen clearly within the Current Law’s product categories (Article 4).
2. Standard-form real estate contracts and contract transfers
Article 33 of the Draft Law provides for standard forms or prescribed principal contents for the following categories of real estate business and real estate service contracts:
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- sale, lease or lease-purchase of housing and houses for accommodation purposes;
- sale, lease or lease-purchase of construction works and floor areas within construction works;
- transfer, lease or sublease of land-use rights with completed technical infrastructure in a real estate project;
- transfer of all or part of a real estate project;
- transfer of a real estate business contract;
- real estate trading-floor service contracts; and
- real estate brokerage, consultancy and management service contracts.
Under Article 34, project developers and real estate businesses using the prescribed standard-form contracts must publish them on the Housing and Real Estate Market Information System before use and comply with applicable consumer-protection requirements. Article 36 also expands the statutory contract-transfer regime to cover contracts for the sale or lease-purchase of houses for accommodation purposes formed in the future.
3. Real estate transaction process and disclosure
Article 10 of the Draft Law establishes a statutory framework for real estate transactions. The parties must verify that the real estate satisfies the conditions for being put into business, prepare the transaction documents, enter into the relevant contract, perform the applicable financial and other obligations to the State, and submit the application for the relevant land-use right and asset-ownership certificate. The Government is to prescribe the detailed transaction process.
For project developers and real estate businesses, the proposed transaction framework should be read together with the disclosure requirements in Article 5. Prescribed information on real estate and real estate projects must be disclosed before they are put into business and updated when it changes. Businesses will therefore need to align transaction documents, project records and published information before marketing or contracting.
4. Condotels, officetels and mixed-use real estate
The Draft Law uses statutory product descriptions rather than market labels. In particular, it refers to “houses for accommodation purposes” and to floor areas within construction works serving tourism, accommodation, office, commercial, service or mixed-use functions. Depending on their approved functions and legal characteristics, these descriptions may encompass products commonly marketed as condotels or officetels.
The proposed framework would not, by itself, legalise existing projects or products developed or sold inconsistently with applicable land, housing, construction or investment approvals. Each product would still need to satisfy the relevant conditions for being put into business, including requirements concerning project approvals, land-use rights, approved functions, design documentation, independent use and eligibility for registration of ownership (Articles 12 and 19).
5. Off-plan real estate payments and bank guarantees
Article 20 of the Draft Law provides that payments for housing, construction works and floor areas within construction works formed in the future may be made in instalments. The seller or lease-purchase provider may not collect 100% of the contract value before the purchaser or lease-purchaser is issued the relevant certificate. Article 20 also retains the requirement for a bank guarantee covering a developer’s financial obligations to purchasers or lease-purchasers of housing formed in the future if the developer fails to hand over the housing as agreed.
Unlike the Current Law, the Draft Law does not itself specify the detailed 30%, 70% and 95% collection thresholds, but delegates the detailed payment and guarantee rules to the Government. The final position will therefore depend on the implementing decree. Until those rules are finalised, businesses should not assume that the existing payment protections have been removed or that a new payment structure has been settled.
6. Real estate trading floors: simplified entry requirements
The Draft Law removes the separate operating-licence procedure for real estate trading floors. A trading floor must nevertheless be operated through an eligible real estate service enterprise, maintain a fixed place of business and suitable facilities, issue internal operating and transaction procedures, and submit the prescribed enterprise information to the provincial real estate authority before commencing operations (Article 39).
Trading floors would also remain responsible for checking the legality of real estate and whether it satisfies the conditions for being put into business, retaining transaction records, reporting transactions, and updating information on the Housing and Real Estate Market Information System. The proposal therefore simplifies an entry procedure without removing the trading floor’s substantive compliance and information obligations (Articles 40 and 41).
8. Real estate project transfers: provincial approval
For real estate projects that are not subject to the project-transfer procedures under the Investment Law, Article 31 of the Draft Law further decentralises approval authority. The provincial People’s Committee that approved the investment policy would have authority to permit the transfer of all or part of the project. For a project whose investment policy was approved by the Prime Minister, the provincial People’s Committee where the project is located would also become the approving authority.
For a project located in two or more provinces, the developer may select one relevant provincial People’s Committee to process and decide the first transfer; that authority would then decide subsequent transfers. Projects for which an investor has been approved or an Investment Registration Certificate has been issued would continue to follow the project-transfer authority and procedures under the Investment Law.
8. Electronic identification codes for real estate
The Draft Law strengthens the Housing and Real Estate Market Information System and expressly includes electronic identification codes within its database. Project developers and real estate businesses would be required to disclose prescribed information on the system and on their own websites before putting real estate or projects into business, and to update disclosed information within five working days after a change (Articles 5 and 53).
The Draft Law leaves important operational matters to implementing regulations, including the creation, management and use of electronic identification codes and the connection of the housing and real estate database with other State databases. Businesses should begin reviewing data quality and document consistency, while recognising that the detailed operation and legal effect of the identification-code regime are not yet settled.
Practical note
The Draft Law points toward broader product coverage, simplified administrative procedures, greater provincial authority and more extensive digital disclosure. It is not yet enacted, and several material issues – particularly payment protections, implementing procedures and the treatment of accommodation and mixed-use products – remain subject to revision. Developers, investors, lenders and transaction parties planning projects or closings on a 2027 horizon should monitor the next draft and the implementing decree, review whether existing product descriptions and project approvals are aligned, and prepare for more structured data and disclosure requirements.
Our Real Estate & Projects Team assists developers, investors, lenders and other market participants with real estate investment, project development, acquisitions, project transfers, regulatory compliance and real estate transactions in Vietnam.
Disclaimer
This Legal Update is for general informational purposes only and should not be construed as legal advice. For specific guidance tailored to your situation, please contact Vietridge Counsel.
Contact
Le Nguyen Huy Thuy
Managing Partner
VIETRIDGE COUNSEL
E: thuy.le@vietridgecounsel.com
