Procedures for transfer of a commercial house sale contract in Vietnam

Procedures for transfer of a commercial house sale contract in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. What is commercial housing?

According to Clause 4, Article 3 of the Law on Housing 2014, commercial housing means any house which is built for sale, lease, or lease purchase according to market mechanism.

2. Conditions for transfer of a commercial house sale contract in Vietnam

Conditions for transfer of a commercial house sale contract in Vietnam according to Article 32 of Circular 19/2016/TT-BXD are as follows:

- The buyer of a house of the investor in a commercial housing project may transfer the sale contract to another entity as long as the application for the Certificate has not been submitted to a competent authority, whether the house has been received or not.

- The transferee of the commercial house sale contract may transfer it to another entity as long as the application for the Certificate has not been submitted to a competent authority.

- The transfer of such contract shall only apply to separate house or apartment. If the contract covers more than one apartment or house, all the apartments or houses in the contract shall be transferred.

If the transferor wishes to transfer one or some of the houses, the transferor shall make out a new sale contract or appendix to the contract before following contract transfer procedures.

3. Procedures for transfer of a commercial house sale contract in Vietnam

Procedures for transfer of a commercial house sale contract according to Article 33 of Circular 19/2016/TT-BXD are as follows:

* The transferor and transferee shall make out an agreement on transfer of the sale contract in accordance with Article 34 of Circular 19/2016/TT-BXD.

The transfer agreement shall be made into 06 copies (03 copies submitted to the investor, 01 copy to the tax authority, 01 copy kept by the transferor, 01 copy by the transferee); If the transfer agreement has to be notarized or authenticated, another copy shall be kept by the notary or authenticating body.

* Notarization and authentication of transfer agreement:

- If the transferor is not an enterprise or cooperative licensed to trade in real estate as prescribed by regulations of law on real estate trading, the transfer agreement must be notarized or authenticated. Application for notarization or authentication:

+ 07 original copies of the transfer agreement;

+ The original sale contract with the investor in the commercial housing project. From the second transfer agreement, it is required to have original copies of previous transfer agreement(s). If only one or some of the houses in the original contract is transferred, the certified true copy of the original contract and original copy of its appendix shall be submitted;

+ Certified true copies or copies enclosed with originals of the unexpired ID card or passport of an individual; decision on establishment or certificate of registration of an organization;

+ Other documents prescribed by regulations of law on notarization and authentication. The notary or authenticating body shall notarize or authenticate the transfer agreement in accordance with regulations of law on notarization and authentication.

- If the transferor is an enterprise or cooperative licensed to trade in real estate, notarization and authentication of the transfer agreement is optional.

If the transfer agreement has to be notarized or authenticated, provisions of Point a Clause 2 Article 33 of Circular 19/2016/TT-BXD shall apply.

*  After all taxes, fees and charges for transfer of the contract is fully paid, the transferee shall submit an application requesting confirmation by the investor of the transfer agreement.

- The application for confirmation consists of:

+ 05 original copies of the transfer agreement, including 01 copy of the transferor (it must be notarized or authenticated, if required, before being submitted to the investor);

+ Original sale contract with the investor in the commercial housing project. From the second transfer agreement, it is required to have original copies of previous transfer agreement(s).

If only one or some of the houses in the original contract is transferred, the certified true copy of the original contract and original copy of its appendix shall be submitted. If the house has been received, a certified true copy of the house transfer note is required;

+ Tax payment receipt or documents proving tax exemptions as prescribed by tax laws;

+ Certified true copies or copies enclosed with originals of documents of the transferee: the unexpired ID card or passport of an individual; decision on establishment or certificate of registration of an organization.

- The investor shall give confirmation on the transfer agreement within 05 working days from the receipt of adequate documents as specified in Point a of this Clause and send the following documents to the submitter:

+ 02 copies of the transfer agreement bearing the investor’s confirmation; one of them is kept by the transferor, the other by the transferee;

+ The original sale contract with the investor in the commercial housing project. From the second transfer agreement, it is required to have original copies of previous transfer agreement(s).

If only one or some of the houses in the original contract is transferred, the certified true copy of the original contract and original copy of its appendix shall be submitted. If the house has been received, a certified true copy of the house transfer note is required;

+ Tax payment receipt or documents proving tax exemptions as prescribed by tax laws.

* From the second transfer of the contract, the procedures are the same as those for the first transfer.

* The last transferee of the sale contract shall be granted the Certificate in accordance with land laws.

While following procedures for issuance of the Certificate, the following shall be submitted to the Certificate issuer in addition to the documents prescribed by land laws:

- The original sale contract with the investor. From the second transfer agreement, it is required to have original copies of previous transfer agreement(s).

If only one or some of the houses in the original contract is transferred, the certified true copy of the original contract and original copy of its appendix shall be submitted. If the house has been received, a certified true copy of the house transfer note is required;

- The original copy of the last contract transfer agreement bearing the investor’s confirmation.

* Confirmation of transfer agreement where an investor is not identified (because of dissolution, bankruptcy, shutdown or other reasons prescribed by law):

- Where the sale contract is transferred before the effective of this Circular but a Certificate has not been granted to the transferred house, the transfer agreement must be certified by the People’s Committee of the commune where the house is located;

- Where the basis for certification is not ample, the People’s Committee of the commune shall post the sale contract at its office and the neighborhood where the house is located.

If there is no dispute or lawsuit is filed after 60 days from the day on which the contract is posted, the People’s Committee of the commune shall certify on the transfer agreement that there is not dispute or lawsuit. This is the basis for issuance of the Certificate to the transferee.

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