• Sale and purchase or transfer agreements
• Investment certificates, investment registration certificates and enterprise registration certificates of the real estate investment project vehicles
• Identification documents of the parties involved
• Certificate for the title of the real property transacted
• Marital status demonstration document of the individual party involved
• Residential registration book of the individual party involved
• Other documents depending on the case
• Where foreign investors are involved, land use rights cannot be bought directly from Vietnamese private or state-owned land users, so tripartite agreements for the novation of a lease with the relevant provincial authority as landlord are a common solution.

It is not common to have warranties given by a seller to a buyer in Vietnam. As long as the competent authority or notary public’s office has certified the sale and purchase agreement, it is verified and accepted that the sale and purchase agreement is lawful and the real property is able to be transacted. However, representations and warranties are seen in transactions involving foreign investors in the real estate M&A context, where sellers normally give representations and warranties that the property is free of all encumbrances, easements, seizure of assets and mortgages. Thus, a buyer is generally responsible for conducting any due diligence reviews with respect to the property to be acquired.

The sale (of private properties) is legally binding when the competent authority or notary public’s office certifies the sale and purchase or transfer agreement.

Title is usually transferred at the time of re-registering the title at the competent authority (a new Land Use Rights Certificate can be issued if the buyer so wishes).

In the case of foreign investors, it would be on the issuance of a new Land Use Rights Certificate in the name of the foreign-invested entity. Technically speaking, a foreign-invested entity cannot directly receive, transfer or purchase land from a party in Vietnam, it can only be issued with its own Land Use Rights Certificate in the case of (i) receipt of contribution of capital in the form of land use rights, or (ii) the state expropriates land from the previous land user and leases/allocates it back to the foreign-invested entity.

The seller usually pays for the following:

• Income tax on any profit made on the sale of the real estate
• Real estate transaction floor fee where applicable

On the other hand, the buyer usually pays for the following:

• Value-added tax
• Registration fees for the change of title