Vietnam Business Law is a website managed by lawyers of Venture North Law Limited (VNLaw). Venture North Law Limited (VNLaw) is a Vietnamese commercial law firm. We won the Rising Law Firm of the Year Award at the Southeast Asia Law Awards for the years 2020 and 2021 held by The Legal 500. Very few Vietnamese law firms have achieved a similar regional recognition.
Posted in: Real Estate
In recent months, the Government has published the draft Land Law 2023 and asked for public comments. In March 2023, Venture North Law submitted to the Ministry of Natural Resources and Environment our comments to the draft . The comments are contributed by Nguyen Quang Vu, Nguyen Bich Ngoc, Nguyen Hoang Duong and Ha Kieu Anh. A copy of our comments in both English and Vietnamese can be downloaded here. Be prepared! The document is 200 page long.
The answer is not clear. Under Article 119.2 of the Civil Code 2015, in case the law requires a civil transaction to be made in writing and having notarized, the parties to the transaction must comply with such requirement. In the context of transactions involving land, Article 167.3 of the Land Law 2013 expressly requires agreement on transferring land use right to be notarized or certified, except for the case provided under Article 167.3(b) where at least one party to such agreement is an entity doing real estate business.
However, Article 167.3 of the Land Law 2013 does not make clear whether the agreement on transfer of sole land-attached asset requires a notarization. Article 167.3(b) only provides that a contract for transfer of land-attached asset to which one party or both parties are entity(ies) doing real estate business will be notarized at the parties’ request. It is not clear if the wording of Article 167.3(b) can be interpreted that if neither party to the contract is an entity doing real estate business, then the contract must be notarized.
On the other hand, one may rely on Article 119.2 of the Civil Code 2015 to take a view that the notarization of contract will only mandatory if the law expressly requires so. Accordingly, the notarization of contract for transfer of land-attached asset between the non-real estate business parties should also be optional.
As Vietnam is on its way to become a new global manufacturing hub, many investors now consider the country as a new destination for their manufacturing business. However, finding the right location to implement the proposed project may be a vexed question.
In general, the following options are available for the investor:
Option 1: Acquisition of land inside industrial manufacturing-oriented zones, which include industrial park (IP) and industrial cluster (IC); and
Option 2: Acquisition of land outside the industrial manufacturing-oriented zones.
In this article, we discuss and compare the available options based on specific criteria and from both legal and practical perspectives to assist investors in making their best decision.
With respect to the industrial manufacturing-oriented zones, the law distinguishes between IP and IC based on certain criteria. In addition, the legal frameworks applied to investment in the IP and IC may sometimes be different. Accordingly, doing investment inside the IP and IC will be discussed separately as two potential options, where applicable.
On 28 May 2022, the Government issued Decree 35 on management of industrial zones (IZ) and economic zones (Decree 35/2022) to replace Decree 82/2018 on the same matters (Decree 82/2018). Decree 35/2022 will be in effect from 15 July 2022.
Decree 35 introduces several significant changes as compared with Decree 82/2018 which are expected to create a more simplified legal framework for investors making investment in IZ projects.
1. New models of IZ
Decree 35/2022 introduces two new models of IZ, including: