What to check before you close a Vietnam property deal in 2026

Vietnam commercial real estate due diligence starts with a foundational concept that has no equivalent in most other markets: all land in Vietnam is owned by 'the People' and administered by the State; no one - Vietnamese or foreign - can own land. What buyers and investors hold, transfer, and mortgage is a Land Use Right (LUR, Quyền sử dụng đất) with a fixed term (typically 50 years for commercial). The LURC (Land Use Rights Certificate, Sổ đỏ/Sổ hồng) is the title document.

Vietnam transfer costs for LUR transactions: Registration fee (Lệ phí trước bạ) at 0.5% of declared value applies to LUR transfers registered with DONRE; Personal Income Tax (PIT) at 2% of transfer price applies to LUR transfers by Vietnamese individuals (a withholding on gross, not net gain); Corporate Income Tax (CIT) at 20% applies to net gains from LUR transfers by corporate entities; VAT at 10% applies to commercial real estate sales by VAT-registered sellers (typically developers); for M&A acquisitions of Vietnamese companies holding LURs (share deals, the most common foreign investor approach): stamp duty on share transfer is 0.1% of the transfer value.

Vietnam's new Land Law 2024 (Luật Đất đai 2024, Law No. 31/2024/QH15), effective August 1, 2024, was the most significant land legislation reform in over a decade, overhauling LUR valuation methodology, land price frameworks, compensation for land recovery, and certain foreign access provisions. Many implementing regulations under the 2024 Law were still being issued through 2025-2026; any Vietnam CRE diligence should confirm the current status of implementing rules applicable to the specific transaction with Vietnamese legal counsel - the law itself has changed but the regulations underneath continue to evolve.

Set up a due-diligence data room before advisors engage. Load LURC certificates, enterprise and investment registration certificates (ERC and IRC), building permits, completion acceptance records, planning certificates, and lease files.

Where Vietnam property deals actually go wrong

Not every check carries the same weight. The table below sorts them by deal impact - dealbreakers first, then what moves the price, then basic hygiene - so your Vietnamese attorney and advisor know what to clear first.

Vietnam commercial property due diligence checklist

The table ranked risks by severity. This is the full checklist to work through, grouped by area.

LURC search and LUR status

• Day one: request the original LURC (or certified copy) from the seller and verify it against DONRE's land cadastral records for the relevant province; the physical LURC and DONRE records should be consistent; discrepancies between the LURC document and DONRE records require investigation before any deposit
• Confirm from the LURC: LUR holder name (matching seller), land area (diện tích), land use purpose (mục đích sử dụng đất), LUR term (thời hạn sử dụng) from issue to expiry, any registered encumbrances or restrictions, any registered mortgage (thế chấp)
• Calculate remaining LUR term from current date; confirm the remaining term is adequate for the investment horizon and proposed loan tenor; for commercial LUR with less than 20 years remaining: financing may require specific lender agreement or LUR renewal application before closing
• Check the DONRE cadastral records for any land recovery decision (quyết định thu hồi đất) or land use planning change affecting the parcel; in Vietnam, these may not be reflected in the LURC until after formal decision but are accessible through DONRE

Give each advisor a scoped link in Ellty. Vietnamese attorney sees LURC, DONRE cadastral records, and land history. Building inspector sees building permit and completion acceptance records. Environmental consultant sees EIA approval and environmental acceptance certificate. Tax counsel sees LUR acquisition history and tax compliance records. Fire safety consultant sees PCCC acceptance record. Each party sees only their files.

Foreign investor structuring - IRC and ERC

• Determine the investment structure: outright LUR transfer (limited for foreigners), M&A of Vietnamese entity holding the LUR, or new project with IRC and state land lease; for most foreign commercial investors: M&A of the Vietnamese operating entity or project company is the primary route to accessing commercial LUR
• For M&A: commission full corporate due diligence on the Vietnamese target company; review ERC from business registration authority, corporate charter, shareholder register (LLC) or shareholder register (JSC), tax compliance history (GDT records), all existing contracts, employment, licenses; the M&A structure means the buyer acquires not just the LUR but all assets and liabilities of the Vietnamese company
• For new project (greenfield or brownfield with new IRC): apply to the provincial DPI for an Investment Registration Certificate (IRC); the IRC is the authorization for the foreign investment project; the IRC application requires: business plan, financial capacity documentation, environmental pre-assessment, land use plan compliance confirmation, and any sector-specific licensing; IRC processing: typically 15 working days for in-principle, 1-4 months total for complete processing; upon IRC issuance, the FIE signs a land lease agreement with the state (DONRE) and obtains the LURC in the FIE's name

Load all files into Ellty before advisors engage. Vietnamese attorney sees LURC, ERC, IRC, and corporate documents. Tax counsel sees CIT compliance and LUR acquisition history. Fire safety consultant sees PCCC acceptance. Environmental consultant sees EIA approval.

Building compliance and fire safety

• Request building permit (Giấy phép xây dựng) from seller; verify with Sở Xây dựng (provincial Department of Construction); confirm permit scope (floors, use, GFA) matches as-built building
• Request completion acceptance record (Biên bản nghiệm thu hoàn thành công trình) from seller; verify against Sở Xây dựng records; this confirms the building was accepted as complete and compliant with the permit
• Request fire safety acceptance certificate (Biên bản nghiệm thu phòng cháy chữa cháy) from seller; verify with the provincial police fire safety authority (Cảnh sát phòng cháy chữa cháy, PCCC); fire safety acceptance is frequently the outstanding item in Vietnamese commercial buildings - confirm specifically with the fire authority that the certificate was validly issued and remains in force
• Request environmental acceptance certificate (Giấy xác nhận hoàn thành công trình bảo vệ môi trường) from seller; verify with DONRE; and for ongoing industrial or commercial operations: confirm the environmental license (Giấy phép môi trường) is valid

Compare Thailand's commercial property due diligence process for Southeast Asian portfolio strategy. Vietnam and Thailand are competing destinations for Southeast Asian manufacturing and commercial investment; key structural differences: Vietnam (LUR system - no private land ownership, 50-year LUR term, IRC required for foreign projects, dominant industrial park LUR structure) vs. Thailand (Chanote title - transferable to foreigners for condominiums with restrictions, limited foreign freehold, Condominium Act rules, BOI privileges for investors); Vietnam's manufacturing FDI growth trajectory has significantly outpaced Thailand's in electronics and apparel since 2018 but Thailand retains advantages in automotive and more developed institutional commercial markets in Bangkok.

How due diligence works in Vietnam

Step 1 - LURC and investment structure

Day one: LURC review and DONRE cadastral verification. Land recovery decision check. Determine investment structure with Vietnamese counsel (M&A vs. new IRC project). For M&A: start corporate DD on target company immediately.

For industrial LUR in IP: request IP developer's master LURC and sub-lease agreement; check IP management board consent requirements.

Step 2 - IRC (if new project) and building compliance

For new project: start IRC application with provincial DPI. Request and verify building permit, completion acceptance, fire safety acceptance (PCCC), and environmental acceptance from seller. Confirm LUR mortgage discharge plan with lender.

For M&A: review all corporate licenses, permits, and regulatory approvals held by the target company.

Step 3 - Tax compliance, AML, and environmental

Confirm LUR acquisition history (how the current holder obtained the LUR). Check GDT tax compliance records. Commission environmental assessment for any industrial operations. Confirm ERC and shareholder structure. Identify UBOs. Run OFAC and UN sanctions screens.

Step 4 - LUR transfer and registration

For LUR asset transfer: the contract (hợp đồng chuyển nhượng quyền sử dụng đất) must be notarized by a Vietnamese notary; submitted to DONRE for registration and LURC update; DONRE processes the transfer and issues an updated LURC in the buyer's name; the 2% PIT withholding (for individual seller) is deducted from the consideration and remitted to GDT at submission; 0.5% registration fee is also payable; for M&A: the share transfer is recorded in the company's shareholder/member register and ERC updated at the business registration authority; 0.1% stamp duty on share transfer value.

Load closing documents into Ellty before notarization or share transfer completion. Vietnamese attorney sees all transfer documents and DONRE submission. Tax counsel confirms PIT withholding and registration fee payment. Lender sees updated LURC confirming buyer as LUR holder.

What makes Vietnam different

The Land Use Rights (LUR) system - Vietnam's answer to the contradiction between communist ideology (no private land ownership) and a market economy (tradeable real estate rights) - creates a due diligence framework that is fundamentally different from anything a buyer encounters in other major commercial real estate markets. There is no freehold, no title insurance market of any consequence, no constitutive land register that operates like Germany's Grundbuch or Japan's Legal Affairs Bureau registry. What exists is a Land Use Rights Certificate (LURC, colloquially called Sổ đỏ for land or Sổ hồng for buildings combined with land) that evidences a time-limited right to use a specific parcel of land for a specified purpose. The LURC is the primary title instrument, but it is verified not through a single national searchable registry but through DONRE at the provincial level, and the physical document may not reflect current cadastral reality if recent changes have been registered but not incorporated into the LURC document. Experienced Vietnam practitioners verify both the physical LURC and the DONRE cadastral records for the parcel before any deposit or commitment. This dual-verification practice exists because discrepancies have occurred in actual transactions. The new Land Law 2024 has digitization provisions that are gradually improving the cadastral information system, but the rollout of digitized land records varies significantly by province as of 2026.

Vietnam's manufacturing FDI boom - driven by the US-China trade war, COVID-era supply chain diversification, and Vietnam's growing technical workforce - has made industrial park LURs one of the most actively transacted property types in Asia. The industrial park structure in Vietnam is a three-tier LUR system: the state grants the master LUR to the IP developer (e.g., VSIP - a Singapore-Vietnam joint venture, Kinh Bac City, Amata from Thailand, Long Duc) for 50 years; the IP developer then sub-leases parcels within the IP to manufacturing companies for the IP's remaining term; those manufacturing companies operate from their sub-leased parcels. For M&A investors acquiring Vietnamese manufacturing companies: the industrial LUR access is through the sub-lease agreement with the IP developer, not a LURC in the company's own name. The sub-lease agreement is the critical title document, and the remaining sub-lease term (which cannot exceed the IP developer's master LUR remaining term) is the critical timing check. Transfer of the sub-lease to the M&A buyer requires IP management board (Ban Quản lý Khu Công nghiệp) consent and often provincial approval, which adds a procedural step that must be planned into the deal timeline. Key northern industrial markets (Bac Ninh and Bac Giang provinces north of Hanoi) have seen exceptional demand driven by Samsung Electronics' two massive manufacturing complexes and a resulting supply chain cluster of hundreds of component and subcomponent manufacturers; IP LUR occupancy rates in prime northern IPs have been at or near 100% for multiple years.

Vietnam's anti-corruption enforcement environment has become a material diligence consideration for any commercial real estate transaction, particularly in HCMC and Hanoi. The Communist Party's anti-corruption campaign (chống tham nhũng) under General Secretary Nguyen Phu Trong intensified significantly after 2012 and has prosecuted numerous senior officials and business executives. Real estate has been a primary focus: cases involving improper LUR allocations at below-market land prices, unauthorized changes to land use categories, and project approvals obtained through bribery have resulted in criminal convictions, LUR revocations, and asset confiscations. Several high-profile HCMC commercial real estate projects were caught in these investigations in 2022-2024. For buyers entering Vietnam commercial through M&A of existing Vietnamese entities: the LUR acquisition history review (how and when the current holder obtained the LUR, what process was used, what approvals were obtained, whether the land was allocated or auctioned at market price) is an essential anti-corruption compliance step that also assesses asset security risk. LURs with questionable acquisition histories - obtained through below-market allocations, opaque approval processes, or at times that correlate with known investigations - carry a risk of state recovery or legal challenge that affects the investment thesis regardless of the buyer's own conduct.

Timeline and cost in Vietnam

Weeks 1-4 cover kickoff: LURC review and DONRE cadastral verification, land recovery decision check from DONRE, LUR term and purpose confirmation, investment structure determination with Vietnamese counsel (M&A or new IRC project), ERC and corporate charter review (for M&A), IRC application commission (for new project), building permit and completion acceptance verification with Sở Xây dựng, fire safety acceptance check with PCCC authority, EIA and environmental acceptance verification with DONRE, industrial park sub-lease review (if IP), GDT tax compliance check, LUR acquisition history investigation, ERC and shareholder structure review, UBO identification, OFAC and UN sanctions screens. Vietnamese law firm fees: USD 15,000-80,000 for this phase depending on complexity.

Load all files into Ellty before advisors engage. Standard Vietnam commercial M&A: 90-180 days. IRC application for new foreign investment project: 1-4 months. DONRE LUR transfer registration (asset deal): 15-30 working days. IP management board sub-lease transfer consent: 2-6 weeks.

Weeks 4-12 cover deep review: LUR anti-corruption history investigation, corporate DD conclusion (M&A), building plan vs. completion acceptance vs. as-built comparison, fire safety compliance confirmation, EIA compliance review, tax compliance audit conclusion (CIT, VAT, PIT withholding, transfer pricing), lease review, IP developer financial standing assessment (if IP sub-lease), IRC processing tracking (new project). Costs: USD 20,000-150,000.

Weeks 12-24 handle resolution: LUR mortgage discharge, DONRE transfer registration (asset) or ERC update (M&A share deal), LURC update in buyer's name (asset), IRC issuance and land lease agreement signing (new project), PIT withholding and registration fee payment, post-closing compliance plan for IRC conditions.

Vietnam total buyer-side transaction costs: 0.5% registration fee + 2% PIT (on individual seller transfers, deducted from seller proceeds at closing) = effective buyer cost approximately 0.5-1%; for M&A share deal: 0.1% stamp duty; professional fees (Vietnamese law firm, technical advisors, environmental assessors, tax advisors): USD 50,000-300,000 for mid-size commercial deals. Total effective buyer cost including professional fees: 2-5% of transaction value.