Real Estate Project Transfer Procedures
A – Conditions for real estate project transfer.
• Conditions for the project to be transferred:
– The project has been approved by a competent state agency, with the detailed 1/500 plan or approved master plan.
– Project, part of project transfer has completed compensation and site clearance. In case of transfer of an entire investment project on construction of infrastructure, technical infrastructure works must be completely constructed according to the schedule stated in the approved project.
– The project has no dispute over land use rights, is not distrained to secure judgment execution or to comply with administrative decisions of a competent state agency.
– There is no decision on revocation of the project or land recovery issued by a competent state agency; in case there are violations during the project implementation, the investors must completely abide by the sanctioning decisions.
• Conditions for the investor to transfer:
– The transfer investor has a certificate of land use rights for the whole or part of the transferred project.
– The investor must fulfill all financial obligations related to the project’s land, including land use levy, land rent; taxes, fees and charges related to land (if any);
• Conditions for the investor to receive the transfer:
– Must be a real estate business.
– Having sufficient financial capacity according to regulations.
– Satisfying the conditions in Article 58 of the Land Law 2013, Article 13 and Article 14 of Decree 43/2014/ND-CP.
– Commit to continue the construction and business investment in accordance with law, ensuring project progress and content.
B – Procedures for transferring real estate projects (as guided in Decree No. 76/2015/ND-CP dated September 10, 2015 guiding a number of articles of the Law on Real Estate Business 2015)
1. Order and procedures for transfer of whole or part of a project under the investment decision of the People’s Committee of the province or district (decision on investment policy, decision on investment, written approval of investment )
The order and procedures for the transfer of all or a portion of a project under the decision of the People’s Committee of a province or district to make investment to another investor to continue business investment are as follows:
1. The transfer investor shall send 01 set of application for transfer of all or a portion of the project to the People’s Committee of the province where the project is located or to the agency specifically authorized by the provincial People’s Committee as follows:
a) For a new urban area project, a housing development project is the Department of Construction;
b) For other types of real estate projects, there is a specialized management department defined by the provincial People’s Committee.
2. An application for transfer of all or a portion of a project includes:
a) An application for permission to transfer the whole or a part of the project of the transferor, made according to Form No. 08a and 08b specified in the Appendix enclosed herewith;
b) Project documentation, part of the project proposed for transfer includes:
– Investment license or investment approval document of a competent authority (Certified true copy);
– Decision approving the project, detailed 1/500 planning or master plan (Certified true copy);
– Certificate of land use right of the whole or part of project to be transferred (Certified true copy).
c) Report on the project implementation process of the transferring investor up to the time of transfer using the Form No. 09a and 09b specified in the Appendix enclosed herewith.
d) The investor’s dossier of the transfer includes:
– Application for receipt of transfer of a project or a portion of a project using the Form No. 10a and 10b specified in the Appendix enclosed herewith;
– A business registration certificate with a business line of real estate or an enterprise registration certificate with a charter capital that meets the requirements specified in Article 3 of this Decree (Certified true copy), except for Foreign investors have not yet established economic organizations in accordance with the law on investment;
– Documents proving their own capital to implement the project in accordance with the law on investment and land. In case there are no documents proving their capital ownership under the provisions of the law on investment and land, there must be a written certification by an independent auditing organization or a verified financial statement accounting of the enterprise’s equity capital at the latest time (the year of receipt of the transfer or the year preceding the year of receipt of the transfer) for the currently active enterprise; For a newly established enterprise, if the capital amount is in Vietnam dong or a foreign currency, it must be certified by the commercial bank where such enterprise opens its account of the deposit balance of the enterprise, if the capital is an asset, must have a certificate of a valuation or appraisal organization operating in Vietnam on the results of the valuation and appraisal of the asset price of the enterprise.
3. Within 30 days from the date of receipt of a complete and valid dossier, the focal agency specified in Clause 1 of this Article shall consult the Department of Planning and Investment, the Department of Finance, the Department of Natural Resources and Environment. Department of Construction, Department of Taxation and Department of specialized management, organize the appraisal as prescribed in Article 14 of this Decree and report to the People’s Committee of the province to sign and issue a decision to permit the transfer. In case of ineligible for the transfer, the People’s Committee of the province or a specialized agency authorized by the People’s Committee of the province must notify the transfer investor in writing of the reason.
4. Within 30 days from the date of issuance of a decision to permit the transfer of a project or a part of a project by a competent state agency (according to Form No. 11 in the Appendix enclosed herewith), the parties must complete the signing of the transfer contract and complete the handover of the project or project portion. The transferee is responsible for continuing to implement the project or part of the project right after receiving the handover. The transfer investor shall hand over to the transferee all or part of the project dossier, with the transfer record enclosed with the list of documents.
Before the handover procedures, the transfer investor must notify in writing to all customers (if any) and notify on mass media 15 days in advance (at least 03 consecutive numbers of one newspaper published in a locality or a local or central television station and the website of the focal agency (if any) on the transfer of the project or part of the project, the interests of the client and related parties. In case the customer or related parties have their opinions on their interests related to the project or a part of the transferred project, the assigning investor shall settle it according to the regulations of law before signing an assignment contract.
5. The transfer of land use rights of a project or a part of the project to be transferred must comply with the law on land.
2. Order and procedures for transfer of whole or part of a project under the investment decision of the Prime Minister (investment policy decision, investment decision, written approval of investment)
The order and procedures for the transfer of all or a portion of a project under the Prime Minister’s decision on investment to another investor for continued business investment are as follows:
1. The transfer investor sends 01 application for transfer of all or a portion of the project as prescribed in Clause 2 Article 12 of this Decree to the People’s Committee of the province where the project is located.
2. Within 45 days from the date of receipt of a complete and valid dossier, the People’s Committee of the province shall be responsible for sending opinions from the Ministry of Construction, the Ministry of Planning and Investment, the Ministry of Finance, the Ministry of Natural Resources and Environment. Specialized management ministries and appraise them according to the provisions of Article 14 of this Decree to report them to the Prime Minister for decision.
3. Other contents in the transfer of all or a portion of real estate project in which the investment is decided by the Prime Minister shall comply with the order and procedures specified in Article 12 of this Decree