Foreign investor establishes the real estate trading company in Vietnam

Although according to WTO’s commitment, Viet Nam does not regulate on real estate trading for foreign investor. However, in accordance with the Law on Real-estate trading stipulates clearly scope and form of real estate trading conducted by foreign-invested enterprises.

Legal documents

• Law on Investment 2014;
• Law on Enterprise 2014;
• Law on Real-estate trading 2014;
• Decree No. 76/2015/NĐ-CP;
• Circular No. 11/2015/TT-BXD;
• Circular No 28/2016/TT-BXD;

Foreign Investors are allowed to establishes real estate trading company in the following form:

• Rent buildings for sublease;
• Build houses on the land which is leased by the State for lease; build houses or constructions other than houses on such land for sale, for lease, or for lease purchase;
• Receive total or a part of real estate project from investors to buil buildings on it for sale, or for lease purcase;
• Build buidings on land with is leased out or transferred in industrial parks, industrial complexes, export-processing zones, hi-tech zones, or economic zone for trading for the proper land use;

Foreign investors in accordance with Law on Investment include:

• Foreign individual investor;
• Foreign-invested enterprise;

Therefore, foreigners contain individuals, foreign organizations who conduct real estate trading in Viet Nam, have the right to establishes company and conduct business in the above form.

Foreigners allow to conduct real estate trading in the field:

• Real estate trading;
• Real estate brokerage service;
• Real estate trading floors;

Conditions for foreigners to establishes real estate trading company in Viet Nam

Conditions for registration of real estate trading in Viet Nam;

Minimum legal capital is 20 billion VND. 100% owned Vietnamese company investors only need to declare capital. But foreign investors must declare capital and demonstrate the financial capacity corresponding to the charter capital of the company in the following forms:

For foreign investor is individual:

Confirmation of bank account balance of the investor corresponding to the charter capital of the company is VND 20 billion (If the foreign bank confirms that investors need to provide notarized copy, consular legalization at Vietnamese representative office in foreign countries);

For foreign investor is organization, foreign-invested enterprise:

Foreign investor need to provide copies of one of the following documents:

• Financial statements in the current 02 years or financial support commitment of the parent company corresponding to positive capital is VND 20 billion;
• Confirmation of bank account balance of the investor is VND 20 billion;

(Foreign investor need to provide notarized copy, consular legalization at Vietnamese representative office in foreign country);

Conditions for registration real estate brokerage service in Viet Nam;

Real estate brokerage enterprises must have at least 02 persons possessing real estate brokerage with practicing certificate; managers, operators of real estate trading floors must have practicing certificate. Certificate holder must be Vietnamese. Therefore, foreign invested company recruit Vietnamese personel with practicing certificate to conduct business in accordance with the provisions of law.

Note: Certificate holder can be the owner of the company or employee of the company appointed to manage the business;

Conditions of registration of real estate trading floor services

Particularly for real estate trading floor services, company must apply for permission to establishes real estate floor similar to Vietnam capital company.

Conditions for establishment of real estate trading floor for foreign-invested enterprise

• Real estate trading floor must have at least people having brokerage operations certificate;
• Managers and operators of real estate trading floor must have brokerage operations certificate;
• Real estate trading floor must have operation regulations, name, transaction address is stable over 12 months. If there is have any change, enterprize must inform the Ministry of Construction and their client about the change;
• Real estate trading floor must have at least 50m² acreage and technical equiment meets operational requirements;

Application for establishment of real estate trading floor,

• Investment registration certificate, business registration certificate (certified copy);
• Operation regulations of real estate trading floor;
• Listed and certified copy of brokerage operations certificate of all real estate agents;
• Certified copy of brokerage operations certificate of managers and operators;
• Certified copy of management completion couse on real estate trading floor certificate;
• Certified copy (or a copy enclosed with the original for comparison) of the proof of the location and area of the real estate trading floor, such as lease contract, head office;
• Certified copy of the documents on establishment of real estate trading floor (including the decision on the establishment of a real estate trading floor, the decision on appointment of managers of the real estate trading floor).

Other conditions relating to foreign investors should prepare to perform procedures to establishes a real estate company in Viet Nam

Real estate trading floor for foreign individual investors

• Notarized copies of identity card, ID card or passport for individual investors (Certified copy, consular legalization at Vietnamese diplomatic representative office in foreign countries);
• Office lease contract, documents to prove the right to rent (Certificate of land use rights, Building permit, Business registration certificate or equivalent documents).

Real estate trading floor for foreign-invested enterprise

• Copy of Certificate of establishment or other equivalent document that confirm the legal status of investment organizations (Notarized copy, consular legalization at Vietnamese diplomatic representative office in foreign countries);
• Notarized passpost of a legal representative of the company in the foreign country (Notarized copy, consular legalization at Vietnamese diplomatic representative office in foreign countries);
• Notarized passport of director – a legal representive in Viet Nam (Notarized copy, consular legalization at Vietnamese diplomatic representative office in foreign countries);
• Articles of foreign association (Notarized copy, consular legalization at Vietnamese diplomatic representative office in foreign countries);
• Office lease contract, documents to prove the right to rent (Certificate of land use rights, Building permit, Certificate of business registration or equivalent documents).

Procedures for establishing foreign-invested company in real estate trading

Viet An Law supports and completes procedures for investors after 20-25 working days, the following procedures will be completed:

• Consulting and guiding the preparation, drafring file, and transferring file to customers, submitting to competent authority in Viet Nam;
• Issuace the investment registration certificate;
• Issuace the business registration certificate;
• Announcement of enterprise registration information on the National business registration portal;
• Sign the company’s seal and post the seal on the National portal;
• Consulting and supporting the procedures after the company was established;

All procedures related to foreign investors to establishes Viet Nam’s real estate trading companies in Viet Nam, please contact the Viet An Law Firm for advice.