There is inconsistency between the Land Law 2013 and the Law on Real Estate 2014 regarding the ability of a local real estate company, who sub-leases land from an industrial zone developer (IZ Developer), to sell building or other construction works built on such land. In particular,

• According to Article 149.3 of the Land Law 2013, a local real estate company, who sub-leases land from an IZ Developer to conduct business in an industrial park is entitled to, among others, transfer building or construction works attached to such land to others; and

• However, under Article 11.1 of the Law on Real Estate Business 2014, the scope of real estate business of a local enterprise does not include the scenario where the real estate company sub-leases land from an IZ Developer. The most relevant scenario is the scenario where a real estate company leases from another organisation for leasing business. But that scenario does not include sale of building and construction works.

In Vietnam, leasing land directly from the State is a common option to acquire land use right (LUR). That means one, as master “land user” (người sử dụng đất), needs to sign a land lease agreement (LLA) with State, by which it is obligated to pay land rental. Depending on the choice of the land user, the land rental could be paid in lump sum for the whole term or annual basis. Regarding the former case, the land law allows the land user (Assignor) to assign its LUR to another entity (Assignee) via, among others, sale of or capital contribution in form of LUR (generally, assignment). Meanwhile, the law does not make it clear on whether the Assignee should sign a new LLA with State as a result of the LUR assignment. In particular,

In February 2020, the Ministry of Natural Resources and Environment (MONRE) issued a long-waited guideline regarding issuance Certificate of Land Use Rights, Ownership of Residential Houses and Assets attached to land (LURCs) for some new real estate products including condotel and resort villas. In particular, the MONRE confirms three important points below:

• Condotel (condo-hotel) and resort villas are regarded as tourism residences (such as tourism appartment and tourism villas) under the Law on Tourism. Accordingly, the land used for the development of these facilities for service provision purposes is categorized as “commercial and services land”. The confirmation by MONRE is consistent with our earlier as discussed here.