WHAT IS A REAL ESTATE PROJECT TRANSFER? LATEST PROCEDURES AND LEGAL REQUIREMENTS

What Is a Real Estate Project Transfer?

Simply put, a real estate project transfer is the process in which the original developer (the transferor) transfers all or part of a real estate project to a new developer (the transferee), who then continues the investment, construction, and business operations in accordance with the project's approved objectives and scope.

Important Note: A real estate project transfer is not the same as a conventional land-use rights transaction. Instead, it involves the transfer of the rights and obligations associated with implementing a specific investment project.

Latest Legal Requirements for Real Estate Project Transfers

Not every real estate project can be freely transferred. To ensure a lawful transaction, the transferor, the transferee, and the project itself must satisfy the legal requirements set out in the latest Law on Real Estate Business.

Requirements for the Project

The project must:

• Have an official decision on land allocation, land lease, or approval for land-use purpose conversion issued by the competent authority.
• Have an approved detailed planning scheme at the 1/500 scale (or an approved master site plan).
• Have completed compensation and site clearance corresponding to the portion of the project being transferred.
• Be free from disputes regarding land-use rights and not be subject to seizure or enforcement measures.
• Not be subject to any decision on project revocation or land recovery by the competent authorities.

Requirements for the Parties

Transferor

The transferor must:

• Be the lawful developer of the project.
• Have fulfilled all financial obligations related to the project, including land-use fees, land lease payments, taxes, and other statutory charges.

Transferee

The transferee must:

• Be a legally established real estate enterprise.
• Demonstrate sufficient financial capacity.
• Commit to continuing the project's implementation according to the approved schedule.

Legal Procedures for Transferring a Real Estate Project

To minimize legal risks and ensure a smooth transaction, the parties should follow the standard transfer process below.

Step 1: Prepare and Submit the Application

The project developer submits the transfer application to the Provincial People's Committee (or the authorized authority) where the project is located.

Step 2: Review and Approval

Within the statutory timeframe, the competent authority consults relevant government agencies, evaluates the financial and operational capacity of the transferee, and issues a decision approving (or rejecting) the transfer.

Step 3: Execute the Transfer Agreement and Handover

After receiving official approval, both parties sign a Real Estate Project Transfer Agreement (which must be notarized where required by law) and complete the physical handover of the project.

Step 4: Tax Obligations and Registration

Both parties declare and fulfill applicable taxes and fees and complete the registration of land-use right changes with the competent land administration authority.

Key Risks to Consider When Transferring a Real Estate Project

Real estate mergers and acquisitions (M&A) often involve complex legal and financial risks. Before proceeding with any transaction, investors should carefully assess the following:

Project Legal Risks

Conduct comprehensive due diligence to determine whether the project is mortgaged, involved in legal disputes, or subject to any legal restrictions.

Financial Capacity of the Transferee

The acquiring developer should demonstrate adequate funding, including escrow capital and sufficient financial resources to continue project development, thereby avoiding project delays or repeated ownership transfers.

Outstanding Financial Obligations

Ensure that the original developer has fully settled all outstanding tax liabilities and financial obligations to the government to avoid delays or complications in ownership transfer procedures.

Victory Group – Your Trusted Partner in Real Estate Project Development and Transfer

As the real estate market places increasing emphasis on transparency, regulatory compliance, and sustainable development, a real estate project transfer has become more than just an investment transaction. It requires comprehensive legal preparation, sound financial planning, and a well-defined development strategy.

Victory Group is an integrated real estate ecosystem operating under the DBFS solutions (Develop – Build – Finance – Sale & Marketing) , providing end-to-end solutions throughout the entire project lifecycle. Backed by a team of experienced professionals and integrated implementation capabilities, Victory Group supports businesses in:

• Project development consulting
• Legal due diligence and documentation review
• Project feasibility assessment
• Project restructuring
• Investment cooperation and joint ventures
• Real estate project transfers
• End-to-end project implementation

Understanding what a real estate project transfer is and becoming familiar with the legal procedures involved enables businesses to participate in the market with greater confidence, efficiency, and legal certainty.

Companies should also stay updated on the latest regulations and implementing decrees under the Law on Real Estate Business to ensure that every transaction remains compliant while maximizing investment value and long-term returns.