Tiếng ViệtThe donation and transfer of real estate with foreign elements have become increasingly common as foreign individuals, overseas Vietnamese (Viet Kieu), and FDI investors participate more actively in Vietnam’s real estate market. However, this group of transactions is highly complex, as it is simultaneously governed by the 2024 Land Law, the 2023 Housing Law, and the Civil Code.
In this article, Lexconsult & Partners will help you clearly understand the conditions, procedures, and key considerations when conducting the donation or transfer of real estate with foreign elements, ensuring that your transaction is lawful, secure, and minimizes potential risks.
1. Definitions and Legal Grounds for the Donation and Transfer of Real Estate with Foreign Elements
1.1. Definition of Real Estate Purchase, Sale, and Donation Transactions with Foreign Elements
The donation and transfer of real estate with foreign elements are civil transactions involving the transfer of ownership or land use rights between parties that include foreign elements, carried out under the 2024 Land Law, the 2023 Housing Law, and the 2015 Civil Code.
Under Article 663 of the 2015 Civil Code, a real estate transaction is considered to have foreign elements when it falls under one of the following circumstances:
– A party to the transaction is a foreign individual, foreign legal entity, or an overseas Vietnamese (Viet Kieu).
– The legal relationship is established under foreign law.
– The property involved is located abroad.
From this, it can be understood that real estate purchase/sale transactions or the donation of property with foreign elements include situations such as: foreign individuals or Viet Kieu participating in the transaction; documents being executed abroad; or the real estate being located outside the territory of Vietnam.
These factors determine the applicable law, the scope of ownership rights, and the notarization–registration procedures under the new regulations of the 2024 Land Law.
1.2. Legal Grounds Governing Real Estate Transactions with Foreign Elements
Real estate donation and transfer transactions with foreign elements are governed by the following legal documents:
– The 2024 Land Law – regulations on land users, transfer rights, and land registration procedures.
– The 2023 Housing Law – regulations on home ownership rights of foreigners and Viet Kieu.
– The 2023 Real Estate Business Law – conditions for real estate transfer.
– The 2015 Civil Code – principles for determining applicable law in civil relations with foreign elements.
– Decrees on consular legalization, notarization, certification, and land use rights registration.
2. Determining the Applicable Law for Real Estate Transactions with Foreign Elements
Determining the applicable law is a crucial step when conducting real estate donation or purchase/sale transactions involving foreign elements, as these transactions directly relate to ownership rights and land use rights.
According to Clause 4, Article 683 of the 2015 Civil Code, any transaction involving real estate must comply with the laws of the country where the real estate is located. Therefore, contracts for the donation or purchase and sale of real estate with foreign elements in Vietnam will be governed by Vietnamese law, including the 2024 Land Law, the 2023 Housing Law, and related legal documents.
In addition, if a real estate transaction with foreign elements is governed by an international treaty to which Vietnam is a member (for example, a Mutual Legal Assistance Treaty), the international treaty will prevail in cases of conflict with domestic law.
Accordingly, to ensure the legality of the transaction, the parties must clearly identify the location of the real estate, determine whether the foreign element arises from the parties or the documents, and compare these factors with the relevant legal provisions before signing the contract.
3. Procedures for Donation and Purchase/Sale of Real Estate with Foreign Elements Under the 2024 Land Law
3.1. Procedures for Donating Real Estate with Foreign Elements
Step 1: Verify the eligibility of the parties involved
– The donor must have lawful land use rights.
– The recipient must fall within the group permitted to own housing or use land in Vietnam:
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Overseas Vietnamese (Việt kiều) are recognized as land users and homeowners (Article 4 of the 2024 Land Law, Article 8 of the 2023 Housing Law).
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Foreigners are not recognized as land users but may own commercial housing if they meet the conditions under Article 17 of the 2023 Housing Law.
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Step 2: Prepare the dossier for real estate donation involving foreign elements
This is a critical step in the donation procedure, allowing authorities to verify the eligibility of the parties and the legality of the real estate.
The dossier must include:
– Certificate of land use rights/house ownership (red book or pink book);
– Identification documents: Citizen ID/Passport of all parties; proof of Vietnamese origin for overseas Vietnamese;
– Draft donation contract and relevant property documents;
– Documents issued abroad must be legalized and notarized-translated into Vietnamese before submission (as required by the 2024 Law on Notarization).
Notarization requirements:
– The donation contract for land use rights must be drafted in Vietnamese and notarized at a licensed notarial practice organization.
– Foreign documents (passports, marriage certificates, powers of attorney, etc.) must be translated, notarized, and legalized before use.
Step 3: Sign and notarize the contract
– The donation contract for land use rights and housing must be notarized at a competent notarial practice organization in Vietnam.
– Foreign documents must be translated, notarized, and legalized in accordance with the 2024 Law on Notarization.
Step 4: Fulfill financial obligations and submit the dossier for land registration
– Pay registration fees and, in some cases, personal income tax unless exempt (such as donations between parents, children, or siblings).
– The recipient submits the dossier to the Land Registration Office to update ownership information on the land use rights certificate. The procedures follow Section VI.C, Part V, Appendix I of Decree 151/2025/NĐ-CP.
3.2. Procedures for Purchasing Real Estate with Foreign Elements Under the New Regulations
Step 1: Verify the legal status of the real estate
Check the Certificate of land use rights, zoning information, construction permits, tax obligations, disputes, or restrictions on transactions. This step is essential to avoid invalid contracts.
Step 2: Negotiate and draft the contract
The purchase contract must follow the correct legal template and clearly specify the transaction value, payment method, handover timeline, tax obligations, and dispute resolution terms.
Step 3: Notarize the contract at a notarial practice organization
– Both parties sign the purchase contract before a competent notary, along with notarized translations if the foreign party does not use Vietnamese.
– Documents issued abroad (passports, marriage certificates, powers of attorney, personal identification documents, etc.) must be translated into Vietnamese, notarized, and legalized before use.
Step 4: Fulfill financial obligations and submit the dossier for land registration
– Pay registration fees and, in some cases, personal income tax unless exempt (such as donations between parents, children, or siblings).
– The purchaser submits the dossier to the Land Registration Office to update ownership details in the land use rights certificate. The procedures follow Section VI.C, Part V, Appendix I of Decree 151/2025/NĐ-CP.
4. Important Notes When Conducting the Donation or Purchase/Sale of Real Estate with Foreign Elements
When carrying out the donation or purchase/sale of real estate with foreign elements, the parties must pay particular attention to the following legal requirements to avoid risks and ensure a valid transaction:
– Restrictions on eligible parties: Not all foreign individuals or organizations are permitted to purchase or receive donated real estate in Vietnam. Only those who meet the eligibility requirements under the 2024 Land Law and the 2023 Housing Law (such as overseas Vietnamese or foreign individuals within areas permitted for home ownership) may participate in such transactions.
– Mandatory notarization and registration of changes: All donation and purchase/sale contracts involving real estate with foreign elements must be made in writing and legally notarized in accordance with Article 27 of the 2024 Land Law. After signing, the recipient must follow procedures for land-change registration to update the ownership information on the Certificate of Land Use Rights.
– Consular legalization and translation of documents: Documents issued abroad, such as passports, marriage certificates, or powers of attorney, must be consular legalized and notarized-translated into Vietnamese before being submitted to competent state authorities, as required under Article 7 of the 2024 Law on Notarization.
– Carefully verifying the legal status of the real estate: Before signing the contract, it is essential to fully verify ownership status, zoning, financial obligations, existing disputes, or any restrictions on transactions to avoid the risk of an invalid contract or future disputes.
5. Legal Consultation Services for Real Estate Donation and Purchase Transactions Involving Foreign Elements at Lexconsult & Associates
Real estate donation and purchase transactions involving foreign elements come with numerous complex legal requirements: determining eligible parties, consular legalization, notarization, verifying the legal status of the property, and procedures for land registration updates. The real estate lawyers at Lexconsult & Associates provide comprehensive support to help clients comply with the law safely and efficiently.
Below are the professional legal services with foreign elements offered by Lexconsult:
Legal Service Table – Donation & Purchase of Real Estate Involving Foreign Elements
| Service Category | Value Delivered to Clients |
|---|---|
| Assessment of transaction eligibility (foreigners, overseas Vietnamese, domestic individuals) | Clearly determine eligible subjects to avoid invalid transactions or rejected applications |
| Legal due diligence on real estate: planning, disputes, transaction restrictions | Ensure the property is legally safe before contract signing |
| Consultation on transaction structuring: donation, purchase, authorization, title holding | Choose the optimal structure, minimize risks, and optimize taxes |
| Drafting and reviewing contracts: donation contracts, purchase contracts | Ensure well-structured contracts that maximize client protection |
| Support for consular legalization & certified translation | Ensure foreign documents comply with the 2024 Law on Notarization |
| Representation at notarization | Reduce travel time, save costs, and ensure proper procedure |
| Execution of land-use right registration updates | Complete title transfer promptly and in accordance with the 2024 Land Law |
| Tax-related consultation (PIT, registration fee, tax exemptions/reductions) | Optimize costs and ensure tax compliance |
6. FAQ – Frequently Asked Questions on Real Estate Donation and Purchase Transactions Involving Foreign Elements
Can foreigners buy or receive real estate as a gift in Vietnam?
→ Foreigners are not eligible to be issued a Certificate of Land Use Rights, but they may own residential housing if they meet the conditions under the 2023 Law on Housing. Therefore, real estate donation or purchase transactions involving foreign elements are only lawful when the property is a type of housing that foreigners are permitted to own and is located in an unrestricted area.
Can overseas Vietnamese (Việt Kiều) buy or receive real estate as a gift in Vietnam?
→ Overseas Vietnamese are entitled to use land and own residential housing in Vietnam under the 2024 Land Law and the 2023 Law on Housing. Accordingly, they may engage in donation and purchase transactions involving foreign elements if they can provide documents proving their Vietnamese origin and comply with notarization and land registration update procedures.
Is notarization mandatory for real estate donation or purchase transactions involving foreign elements?
→ Yes. All donation and purchase transactions involving foreign elements must be notarized at a licensed notarial practice organization in Vietnam. This is a mandatory requirement for the contract to be legally valid and for the title transfer procedure to be processed.
Must foreign documents used in the dossier be legalized?
→ All documents issued abroad must be consular legalized and officially translated into Vietnamese before being used in real estate donation or purchase transactions involving foreign elements. This requirement applies to passports, marriage certificates, powers of attorney, personal identification, or documents proving relationships.
Can a person authorize someone else to sign the donation or purchase contract for real estate involving foreign elements?
→ Yes. Individuals residing abroad may issue a valid power of attorney authorizing another person to sign contracts for donation or purchase of real estate involving foreign elements. However, the power of attorney must be duly certified by a competent authority in the foreign country and consular legalized before submission in Vietnam.
Real estate donation and purchase transactions involving foreign elements require all parties to clearly understand the legal conditions, documentation, notarization requirements, and land registration procedures under the new 2024 Land Law. Proper preparation from the beginning helps avoid disputes, reduce the risk of invalid contracts, and ensure ownership is recognized promptly.
If you need assistance with documentation, notarization, consular legalization, or full-package support for title transfer procedures, Lexconsult & Associates is ready to accompany you to ensure your transaction is safe, lawful, and efficient.
📞 Hotline: 0938 507 287
📧 Email: info@lexconsult.com.vn
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