To buy a real estate project in Vietnam, you may have 02 options: (1) buying the shares of the project company; (2) transfering the project (the asset) from the project company to your company - usually a new set-up company.
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Option (1): Besides checking the project legal status and details, you may need to carry out legal DD and financial DD of the target company. It costs money and time. Sometime, the target company has a long history and the DD works will be more complicated.
Option (2): You may avoid doing DD works for the target company. You just want to transfer the project itself to your company.
In this article, we only mention about the procedures for option 2.
1. Conditions for transfer of the real estate project
According to Article 49 of the Law on real estate trading, the conditions of transfer of all or a portion of the real estate project shall include following conditions:
a. Conditions for the real estate project
The project is approved by competent agencies; there is a specific planning 1/500 or general ground planning which is approved;
The compensation or site clearance of the transferred project or a portion of the transferred project has been finished;
The land use rights in the project is not disputed or distrained to guarantee judgment or to comply with an administrative decision by competent agencies;
There is no decision on project or land revocation conducted by a competent agency; in case there is any violation during the progress of the project, the investor must abide by the decision on penalty.
b. Conditions for transferor
The transferor has a Land Use Right Certificate regarding all or a portion of the transferred project.
c. Condition for transferee
The transferee must be a real estate enterprise, has financial competence and commit to keep conducting the business as prescribed in regulations of law and ensure that the project is conducted under proper progress and plan. 2. The procedures for transfer of the real estate project