ASSIGNMENT OF SALES & PURCHASE AGREEMENT FOR OFF-PLAN HOUSING PROJECT

Recently, certain information circulating in the real estate market has suggested that purchasers of future-formed housing units — despite having already taken possession of the property from the developer — would not be permitted to transfer their sale and purchase contracts if they have not yet been issued a Land Use Rights and Ownership of Residential Property Certificate. This has raised considerable concern among the public and created uncertainty regarding the legality of transactions involving this segment of the market.

Notably, Vingroup - one of Vietnam’s major real estate developers, submitted an official request to the Ministry of Construction seeking clarification on the applicable legal provisions governing the transfer and issuance of certificates for contracts involving future-formed housing units. In response, on 12 June 2025, the Ministry of Construction issued Official Letter No. 4969/BXD-QLN, providing specific guidance on this matter.

According to the Ministry’s guidance, pursuant to the Law on Real Estate Business 2023, sale and purchase contracts for future-formed housing units that have been lawfully executed between the developer and the purchaser in accordance with relevant legal regulations are eligible for transfer under the applicable laws on real estate business.

Regarding the conditions for transfer, the Ministry cited Point a, Clause 1, Article 50 of the Law on Real Estate Business 2023, which stipulates that: A sale and purchase contract may only be transferred if it has not yet submitted an application to the competent state authority for the issuance of a Certificate of Land Use Rights and Ownership of Assets Attached to Land, in accordance with the Law on land.

Based on the above provision, the Ministry of Construction confirmed that a sale and purchase contract for a future-formed housing unit remains transferable as long as the certificate application has not yet been submitted, and all other legal conditions are met—regardless of whether the purchaser has already taken possession of the property from the developer.

The Ministry’s official guidance affirms that the transfer of sale and purchase contracts for future-formed housing units is not restricted by the delivery status of the property, contrary to the information currently circulating in the market. The only determining factor is whether an application for the certificate has been submitted. This clarification plays an important role in reaffirming the legal validity of such transfer transactions and in safeguarding the legitimate rights and interests of homebuyers within the real estate market.

How ALTAS Can Assist You:

ALTAS LAW is uniquely positioned to assist your business in navigating these complex administrative reforms. We offer a comprehensive suite of legal and business services designed to provide seamless support during this transition period:

• Accounting and Tax Services: We also offer accounting and tax services to help your business manage the financial implications, including tax planning, tax settlement, tax auditing and tax refund.

• Licensing & Regulatory Compliance: We will meticulously review your existing licenses and permits, advise on necessary amendments or renewals, and guide you through the process of obtaining any new approvals. Our team will also ensure your compliance with all relevant regulatory changes.

Please feel free to reach us via email contact@altas.vn to discuss your specific concerns and explore how we can navigate these reforms successfully.

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Written by: Mr. Luong Van Chuong (Chris) – Partner Lawyer at ALTAS Law & Senior Legal Assistant Tran Anh Hoang - ALTAS Law 

Date: 26/06/2025