Tiếng Việt
中文Short answer: Yes. Land-use rights (“red book”) are lawful contributed capital assets under Article 34 of the Law on Enterprises 2020. However, to contribute land-use rights as capital, the contributor must be a lawful land user and meet the conditions for capital contribution under land law (the Land Law 2024), along with valuation and land change registration procedures.
Legal basis
- Law on Enterprises 2020 (Article 34), as amended by Law 76/2025/QH15 (effective from 01/7/2025);
- Land Law 2024 (provisions on conditions for contributing land-use rights as capital).
Land-use rights are lawful contributed capital assets
Under Clause 1, Article 34 of the Law on Enterprises 2020, contributed capital assets include: Vietnamese Dong, freely convertible foreign currencies, gold, land-use rights, intellectual property rights, technology, technical know-how, and other assets valuable in Vietnamese Dong. Only individuals or organizations that are lawful owners or have lawful use rights may use such assets to contribute capital.
Related services
Real Estate Project Legal Advisory
If you are preparing a property transaction, project transfer or land-related file review, ANT Legal can help identify legal risks and suitable next steps.
Conditions for contributing land-use rights as capital
In addition to the Law on Enterprises, contributing land-use rights as capital must meet land law conditions, including:
- Having a lawful Land-Use Right Certificate;
- The land is dispute-free;
- The land-use right is not seized to secure judgment enforcement;
- Within the land-use term;
- Meeting other conditions by land type and land user under the Land Law 2024.
Procedures for contributing land-use rights as capital
- Valuation: the land-use right must be valued by the members or founding shareholders on a consensus basis, or by an engaged valuation organization; the contributed value is recorded in the company Charter;
- Transfer: carry out land change registration (title transfer) to the company at the competent land registration authority. The transfer of land-use rights as contributed capital is exempt from registration fees (Point a, Clause 1, Article 35 of the Law on Enterprises 2020);
- Contribution deadline: shareholders must fully pay for the registered subscribed shares within 90 days from the issuance of the Enterprise Registration Certificate (Article 113 of the Law on Enterprises 2020).
Frequently asked questions
Can mortgaged land be contributed as capital?
Not advisable. Land-use rights that are seized or restricted from transfer do not meet the conditions for capital contribution. Mortgaged land should be released from mortgage (or have the mortgagee’s consent under agreement) before proceeding.
Is tax payable on land capital contribution?
Contributing land-use rights as capital may give rise to tax obligations (e.g., income tax on land-use right transfers for individuals). Specific tax obligations should be assessed before proceeding.
To contribute land-use rights as capital in compliance with regulations and optimize tax obligations, please contact ANT Legal’s lawyers for review and advice before proceeding.
