REAL ESTATE PROJECT TRANSFER PROCEDURES: PROCESS, REQUIRED DOCUMENTS, AND LATEST LEGAL CONSIDERATIONS

What Is the Procedure for Transferring a Real Estate Project?

The real estate project transfer procedure refers to the legal process that the project developer and the transferee must follow to transfer all or part of a real estate project in accordance with applicable laws. This process includes satisfying statutory requirements, preparing the necessary documentation, obtaining approval from the competent authorities, and completing the transfer of all rights and obligations associated with the project.

As real estate mergers and acquisitions (M&A) continue to grow, understanding the project transfer procedure enables businesses to shorten transaction timelines, minimize legal risks, and ensure that projects can continue to be implemented in compliance with the law.

When Is the Real Estate Project Transfer Procedure Required?

A project transfer is commonly carried out in the following situations:

• The developer is restructuring its investment portfolio.
• The company needs to recover capital to finance other projects.
• The current developer no longer has sufficient financial capacity or resources to continue the project.
• The transaction is part of a merger or acquisition (M&A).
• A new investor intends to acquire a project that already has an established land bank and legal documentation.

Regardless of the reason for the transfer, all parties must comply with the legal procedures and requirements prescribed by law.

Conditions Before Initiating a Real Estate Project Transfer

Before commencing the transfer procedure, the project should satisfy several fundamental legal conditions:

• The project has received investment approval from the competent authority.
• All required legal documentation is complete and valid.
• There are no disputes concerning land-use rights or investment rights.
• The project is not subject to seizure or enforcement measures.
• All financial obligations to the State have been fulfilled in accordance with applicable regulations.
• The transferee possesses sufficient financial capacity and experience to continue developing the project.

Meeting these requirements is essential for the application to be reviewed and approved by the competent authority.

Steps in the Real Estate Project Transfer Procedure

The legal transfer process generally consists of the following steps:

Step 1: Prepare and Submit the Transfer Application

The developer submits one complete application dossier either directly or by post to the competent investment authority, typically the Provincial People's Committee where the project is located, or through the Department of Construction or the Department of Planning and Investment, depending on the nature of the project.

The application generally includes:

• An application for the transfer of all or part of the project.
• The project's legal documents (investment approval decision, 1/500 detailed planning approval, Land Use Rights Certificate, etc.).
• A report on the project's implementation progress up to the transfer date.
• The transferee's qualification documents, including its Business Registration Certificate and audited financial statements demonstrating sufficient equity and financial capability.
• Step 2: Review of the Application and Consultation with Relevant Authorities

Within the statutory review period after receiving a complete and valid application, the competent authority consults with relevant government agencies, such as:

• Department of Natural Resources and Environment
• Department of Finance
• Tax Authority

The authorities also assess the legal status of the project and verify the financial and operational capacity of the transferee to ensure that no legal disputes or compliance issues exist.

Step 3: Issuance of the Approval Decision

Following the appraisal process, the competent authority, either the Provincial People's Committee or the Prime Minister (for projects under the Prime Minister's jurisdiction), issues a decision approving the project transfer.

If the application is rejected, the authority must provide a written explanation stating the reasons for the refusal.

Step 4: Execute the Transfer Agreement and Fulfill Financial Obligations

Within the prescribed period after receiving approval, the parties execute a Real Estate Project Transfer Agreement. The agreement must be made in writing and notarized where required by law.

The parties are also responsible for declaring and paying applicable taxes and fees, including:

• Corporate Income Tax arising from the project transfer
• Registration fees (where applicable)

Step 5: Project Handover and Registration of Land Changes

The original developer hands over the entire project dossier, land-use rights documentation, and the project site to the new developer.

The transferee then completes the registration of changes to land-use rights with the Land Registration Office, including updating the Land Use Rights Certificate, thereby becoming the project's lawful owner.

Important Considerations Under the Latest Law on Real Estate Business

Companies involved in real estate M&A transactions should pay close attention to the latest legal requirements to avoid application rejection or potential legal risks.

If the project has already presold off-plan residential properties, the original developer must either:

• Fully resolve all obligations to existing purchasers
• Obtain written consent from the affected purchasers before proceeding with the transfer.

After the approval decision is issued, the parties should promptly execute the transfer agreement and complete the handover procedures. Delays may result in the approval expiring or the project being classified as delayed by the authorities.

Strict compliance with the real estate project transfer procedure not only facilitates a smoother and faster M&A transaction but also protects the legitimate rights and interests of both parties under the law.

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

To minimize legal risks, businesses should work closely with experienced legal advisors who can thoroughly review all project documentation before the application is submitted to the competent authorities.