Conditions for selling assets attached to land that the State leases with annual land rent collection in Vietnam

1. Conditions for selling assets attached to land that the State leases with annual land rent collection in Vietnam

According to Article 46 of the Land Law 2024, the conditions for selling assets attached to land, and the lease rights in land lease agreements where the State leases land with annual land rent in Vietnam are as follows:

- Economic organizations, individuals, overseas Vietnamese, foreign-invested economic organizations may sell assets attached to land leased by the State with annual land rent upon meeting the following conditions:

+ The assets attached to the leased land have been legally established and registered according to the law;

+ Construction has been completed in accordance with detailed construction planning and the approved or accepted investment project (if any), except where execution is required by a court judgment or decision that is in effect, an enforcement decision by a civil enforcement agency or a conclusion from a competent State agency through inspection, examination.

- Economic organizations, individuals, overseas Vietnamese, foreign-invested economic organizations that are leased land by the State with annual land rent payment may sell the assets attached to the land and the lease rights in the lease agreement if they meet the following conditions:

+ The conditions specified in Clause 1 of Article 46 of the Land Law 2024;

+ Advance payment for compensation, support, and resettlement that has not been fully deducted from the land rent to be paid.

- Purchasers of assets attached to land or assets attached to land and lease rights in a land lease agreement are allowed to continue using the land for the correct purpose for the remaining land use term, continue to deduct the advance not yet deducted as stipulated at point b clause 2 Article 46 of the Land Law 2024, and must carry out land registration procedures according to the provisions of the Land Law 2024.

- In the case of selling assets attached to land as constructions that meet the conditions for parcel separation, the land parcel can be separated to issue a Certificate of land use rights and ownership of assets attached to the land.

- If the State leases land with annual land rent payment for the project of infrastructure business, assets attached to land may be sold when conditions specified at clause 1 Article 45 of the Land Law 2024 and other conditions prescribed by the Law on Real Estate Business 2023 are met.

2. Conditions for exercising rights to transfer, lease, lease back, inherit, donate land use rights in Vietnam

According to Article 45 of the Land Law 2024, the conditions for exercising the rights to transfer, lease, lease back, inherit, donate land use rights; mortgage, contribute capital with land use rights; receive transfer, receive donation of land use rights in Vietnam are as follows:

- Land users are allowed to exercise the rights to transfer, lease, lease back, inherit, donate land use rights; mortgage, contribute capital with land use rights when they meet the following conditions:

+ Have a Certificate of land use rights, or Certificate of house ownership and homestead land use rights, or Certificate of land use rights, ownership of houses and other assets attached to the land, or Certificate of land use rights, ownership of assets attached to the land, except for the case of land use right inheritance, agricultural land exchange when consolidating or redistributing land plots, donation of land use rights to the State, community and case provisions at clause 7 Article 124 and point a clause 4 Article 127 of the Land Law 2024;

+ The land has no dispute or the dispute has been resolved by a competent state agency, an effective court judgment or decision, an effective decision or award of arbitration;

+ The land use right is not under judicial enforcement measures as prescribed by civil enforcement law;

+ The land is still within the use term;

+ The land use right is not under provisional urgent measures according to the law.

- In the case where an investor transfers land use rights with completed infrastructure in a real estate project, in addition to the conditions specified in clause 1 Article 45 of the Land Law 2024, it must also meet other conditions as prescribed by the Law on Real Estate Business 2023, Law on Housing 2023.

- When land users exercise the rights to transfer, lease, lease back, inherit, donate land use rights; mortgage, contribute capital with land use rights, they must, in addition to conditions specified in clause 1 Article 45 of the Land Law 2024, also meet conditions in the following cases:

+ For the case of buying and selling assets attached to land, lease rights in a land lease contract rented by the State with annual land rent, the conditions specified in Article 46 of the Land Law 2024 must be met;

+ For the case of agricultural land use right exchange, the conditions specified at Article 47 of the Land Law 2024 must be met;

+ For individuals of ethnic minorities given land usage, leased land by the State according to clause 3 Article 16 of the Land Law 2024, the conditions in Article 48 must be met of the Land Law 2024.

- In the case of inheriting land use rights, the heir may exercise rights when having a Certificate of land use rights, or a Certificate of house ownership and homestead land use rights, or a Certificate of land use rights, ownership of houses and other assets attached to the land, or a Certificate of land use rights, ownership of assets attached to the land or meeting the conditions for issuing a Certificate of land use rights, ownership of assets attached to the land according to the Land Law 2024.

- In case land users are allowed to delay financial obligations or have financial obligations recorded as debt, they must complete financial obligations before exercising the rights to transfer, lease, lease back, donate land use, mortgage, contribute capital with land use rights.

- Economic organizations receiving the transfer of agricultural land use rights must have an agricultural land use plan approved by the district People's Committee. The agricultural land use plan must have the following main contents:

+ Location, area, purpose of land use;

+ Agricultural production and business plan;

+ Investment capital;

+ Land use term;

+ Progress in land use.

- Individuals not directly agriculturally engaged receiving transfer or donation of rice cultivation land exceeding the limit prescribed in Article 176 of the Land Law 2024 must establish an economic organization and have a plan for using rice cultivation land including the contents specified in clause 6 of Article 45 of the Land Law 2024 and approved by the district People's Committee unless the recipient of the donation belongs to the class of heirs.

- The following cases are prohibited from receiving the transfer or donation of land use rights:

+ Economic organizations are not allowed to receive the transfer of land use rights of protective and special-use forests from individuals unless they are permitted to change the land use purpose according to planning, land use plan approved by the competent authority;

+ Individuals not residing in the protective forest area, special-use forest area are not allowed to receive the transfer or donation of homestead land use rights and other land in the protective forest, strict protection zone, ecological restoration zone of the special-use forest;

+ Organizations, individuals, community residents, religious organizations, subordinate religious organizations, overseas Vietnamese, foreign-invested economic organizations which are not allowed by law to receive the transfer or donation of land use rights.

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