VIETNAM Law and Practice Contributed by: Tran Thai Binh and Duong Thi Minh Han, LNT & Partners
5. Investment Vehicles 5.1 Types of Entities Available to Investors to Hold Real Estate Assets Usually, investors may hold real estate assets by: • acquiring the property through project transfer (asset deal); • acquiring a property holding entity (share transfer deal); or • obtaining an investment policy for a new real estate project. Foreign investors may establish a new company in Vietnam to invest in real estate projects. The avail - able types of entities include limited liability and joint stock companies. While the scope of real estate trad - ing activities is restricted to foreign invested com - panies under the Real Estate Trading Law, foreign- invested companies can engage in a broader range of real estate trading activities by adopting appropriate shareholding ratios and corporate structures. In some cases, foreign investors may enter into a joint venture with local partners who hold LURs over land parcels to set up project companies to develop real estate projects. Investors can also hold real estate by co-operating with other entities through a Business Co-operation Contract (BCC) as provided under the Law on Invest - ment. Although the investors may not have a direct holding in the real estate assets in the BCC, they will have influence in policymaking in the entity that owns the real estate assets, depending on the structures agreed therein. 5.2 Main Features and Tax Implications of the Constitution of Each Type of Entity A limited liability company (LLC) is divided into two categories, single-member or multiple-member. In the former, there is only one member, while the latter may include at least two but no more than 50 members. The members of an LLC are liable to the company limited to the proportion of capital contributed. A joint stock company (JSC) includes at least three founding shareholders and can be listed or unlisted.
ties must consult with the relevant authorities on related aspects and issues in the investment project application (eg, zoning, planning, land use, environ - ment, national defence, etc). Therefore, such opinions influence and impact investment project approval. The application dossier for the project investment approval is provided under Article 32 of the Decree No 96/2026/ND-CP, aiming to describe the suitability of the project with master plans, land-use needs, eco - nomic, social and environmental effects, technologies to be used, market access, etc. The law sets forth the timeline for investment projects, and investor selec - tion approval may take three to six months, although it usually takes longer. Generally, the investor may conduct the real estate project after Investment Approvals have been granted and the procedures required on the construction – eg, design assessment approval, construction permits, etc, have been undertaken. Foreign-invested enterprises or foreign investors who put money into Vietnam (Law on Investment) either by developing a new real estate project or completing a major refurbishment, which may also be considered as an investment project under the Law on Investment 2025, are further required to obtain an investment reg - istration certificate under this law. There is no mechanism for investors to appeal against rejection by the authorities of an investment project proposal or application under the Law on Invest - ment. However, during the investment implementa - tion stage, the investor has the right to appeal against administrative decisions or the conduct of authorities or officers under the Law on Complaints or the Law on Denouncements. Projects using land-use rights, the purpose of which is classified in the entitlement of a land lease, are required to enter into a lease agreement with the competent authority. Most agreement types with state authorities are executed for projects of public-private partnership under the Law on Public Private Partner - ship and/or the Law on Tendering 2023[1..
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