Project Transfer Advisory

Transferring all or part of a real estate project — or an investment project in general — is a complex transaction intertwining land, investment, and real estate business law. A single missing condition (for example, the investor having not yet fulfilled land-related financial obligations) is enough to prevent the transaction from completing its procedures.

Conditions for Transferring a Real Estate Project

Under the Law on Real Estate Business 2023, the transfer of all or part of a real estate project must satisfy basic conditions:

  • The project has received investment approval from the competent state authority;
  • The investor has fulfilled land-related financial obligations (land use fees, land rents) for the transferred part of the project;
  • The project is dispute-free and not seized to secure judgment enforcement;
  • The transferee must satisfy the conditions to act as investor (financial capacity, experience).

For investment projects in general, transfers are additionally governed by Article 46 of the Law on Investment 2020: investors have the right to transfer all or part of a project to other investors when conditions are met and procedures to amend the Investment Registration Certificate are completed.

Implementation Process

  1. Legal due diligence on the project: land legality, investment, planning, financial obligations, disputes, mortgages;
  2. Negotiating and signing the transfer contract: price, payment method, conditions precedent, representations and warranties of the parties;
  3. Administrative procedures: the competent authority’s decision approving the transfer; amendment of the Investment Registration Certificate; land change registration;
  4. Tax obligations: declaring and paying income tax on the project transfer as prescribed.

Risks to Control

  • Project valuation: value of land use rights, invested costs, expected profits — independent valuation needed;
  • Obligations to existing buyers/sub-investors in the project;
  • Debts and mortgages attached to the project;
  • Post-transfer planning changes affecting the business plan.

How Does ANT Legal Assist?

  • Comprehensive legal due diligence on the project before the transaction;
  • Deal structuring and drafting of transfer contracts;
  • Representing clients in approval and license amendment procedures;
  • Tax advice related to project transfers.

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Considering buying or selling a project? Contact ANT Legal via Hotline/Zalo 0966.475.966 for legal due diligence and safe deal structuring.

This content is for general reference only and does not replace legal advice for a specific case. Transfer conditions vary by project type and timing of application.