Leasing of off-plan housing and buildings

Owners who are individuals or organizations investing in the construction of housing and buildings for lease constitute a very common business model in Viet Nam. Ordinarily, the lease is only carried out after the housing or building has been completely constructed, has passed the acceptance test and has been put into use. In practice, however, many owners wish to seek and enter into contracts with tenants before construction commences, in order to secure a source of revenue immediately after the building is put into operation. At the same time, tenants also wish the housing or building to be designed and constructed in conformity with the intended use under their business plans. Although this demand is fairly common in practice, the provisions of Vietnamese law on the leasing of off-plan housing and buildings remain not truly clear.  

The Law on Real Estate Business 2014, which took effect on May 01, 2015 and ceased to be effective on August 01, 2024 (“LREB 2014”), provided in Article 54.1 that a real estate owner was entitled to sell, lease, and offer for lease purchase of off-plan housing and buildings. In addition, Article 55 provided for the conditions under which off-plan housing and buildings were eligible to be put on the market as follows:  

  • There are documents on land use rights;   
  • The project dossier and the construction drawing design have been approved by a competent authority;  
  • There is a construction permit, in cases where a construction permit is required;  
  • There are documents on the acceptance test of the completion of construction of the corresponding technical infrastructure in accordance with the project schedule;   
  • In the case of an off-plan apartment building or mixed-use building with a residential purpose, there must be a record of the acceptance test of the completed foundation of such building.  

However, the Law on Real Estate Business 2023, which took effect on August 01, 2024 (“LREB 2023”), has changed the above provision and does not mention the right to lease off-plan housing and buildings. Article 23.1 specifically provides as follows: “Project investors are entitled to sell or offer for lease purchase of off-plan housing or buildings or their floor areas within their real estate projects in accordance with provisions of this Law.” Accordingly, there are two possible interpretations as follows:  

  • Interpretation 1: LREB 2023 only allows a real estate owner to sell and offer for lease purchase of off-plan housing and buildings, and does not allow the owner to lease off-plan housing and buildings because this is not provided for in LREB 2023.  
  • Interpretation 2: LREB 2023 does not restrict, and does not impose any condition on, the business of leasing off-plan housing and buildings, and therefore does not mention it in Article 23.1 above. The provision on the right to sell and offer for lease purchase of off-plan housing and buildings in Article 23.1 is intended to bind owners to comply with the provisions of Chapter III – Off-plan housing and building business of LREB 20243.   

In addition, a real estate owner may consider the exception applicable to real estate business below small scale. Article 9.4 of LREB 2023 provides that organizations and individuals selling, leasing, or offering for lease purchase of housing, buildings, or floor areas of buildings below small scale are not required to comply with the provisions of this LREB 2023 but must declare and pay tax in accordance with law.  

Article 7 of Decree 96/2024/ND-CP provides for small-scale real estate business; real estate transactions not for business purposes and below small scale as follows:  

1. An individual that wishes to do small-scall real estate business must meet the following requirements:

  1. He/she does not fall under the case where an investment project is required to be set up according to construction laws and housing laws; 
  2. The value of a contract does not exceed 300 billion VND and the number of transactions per year does not exceed 10. In case of 01 transaction per year, the value is not calculated. 

2. An organization or individual that sells housing, building or its floor area for non-commercial purposes or conducts sale, lease or lease purchase of housing, building or its floor area of an ultra-small scale shall be:

  1. An individual that does not fall under the case where an investment project is required to be set up according to construction laws and housing laws; 
  2. An organization that does not fall under the case where the value of a contract exceeds 300 billion VND and the number of transactions per year exceeds 10. In case of 01 transaction per year, the value is not calculated. 

Where a real estate owner falls within the category of small-scale real estate business, it is not required to satisfy the real estate business conditions provided for in LREB 2023. Therefore, such entities are not subject to the provisions that may lead to a restriction on the right to lease off-plan housing and buildings.  

In this case, the entry into and performance of a contract for the lease of off-plan housing or a building will be primarily governed by the Civil Code and relevant legal documents, on the basis of the principle of freedom and voluntariness in undertaking and agreement between the parties, provided that the content of the agreement does not violate the prohibitions of the law, is not contrary to social ethics, and satisfies the conditions for the validity of a civil transaction. 

Submission date: July 7 2026

Related posts

  1. Leasing a factory in Vietnam: what should FDI enterprises prepare to mitigate risks?
  2. Regulations on Payment in Transactions for the Sale and Purchase, Lease-Purchase of Future-developed residential houses and construction works

Disclaimers:

This article is for general information purposes only and is not intended to provide any legal advice for any particular case. The legal provisions referenced in the content are in effect at the time of publication but may have expired at the time you read the content. We therefore advise that you always consult a professional consultant before applying any content.

For issues related to the content or intellectual property rights of the article, please email cs@apolatlegal.vn.

Apolat Legal is a law firm in Vietnam with experience and capacity to provide consulting services related to Real Estate and contact our team of lawyers in Vietnam via email info@apolatlegal.com.



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