A land use rights capital contribution in Vietnam is a transfer: the land user hands its land use right to a company and receives a capital contribution or shares in return, either when the company is set up or when it increases its charter capital (Article 3(22) of the Land Law No. 31/2024/QH15). Foreign investors cannot make this contribution themselves, because foreign individuals and foreign companies are not land users under Vietnamese law. What they meet in practice is the reverse: a Vietnamese partner contributes land into a joint venture, and the foreign-invested company receives it. The Land Law expressly allows that (Article 28(1)(dd)).
The mechanics are short to state. The land must have a land use rights certificate, be free of disputes, seizure and court-ordered interim measures, and still be within its land use term (Article 45(1)). The contribution contract must be notarised or certified (Article 27(3)(a)) and registered with the land registration office within 30 days (Article 133(3)). Title passes to the company only on registration (Article 503 of the Civil Code), and only then is the capital treated as paid in (Article 35(3) of the Law on Enterprises).
This guide is written for foreign investors negotiating a joint venture in which a Vietnamese partner will contribute land use rights as capital. For the capital concepts, see the handbook entry on charter capital versus investment capital.
Sources and status. We read the Land Law in the consolidated text 44/VBHN-VPQH (Official Gazette No. 174, 1 April 2026), which includes twelve amending laws up to Laws 146/2025/QH15 and 147/2025/QH15; none of them changed the capital contribution rules cited here. A comprehensive amendment of the Land Law is expected to be adopted at the second session of the 16th National Assembly and has not been passed. On notarisation the draft still carries two options: compulsory notarisation of transfers of land use rights, or letting the Government list the contracts that need it; the Government favours keeping compulsory notarisation for transfers, and how capital contribution contracts will be treated is not yet clear. Until a new law is passed and takes effect, the rules below apply; we will update this page.
Why the foreign investor contributes cash and the Vietnamese partner contributes land#
Article 4 of the Land Law lists who can be a land user: domestic organisations, Vietnamese individuals, communities, religious organisations, foreign diplomatic bodies, persons of Vietnamese origin residing abroad, and foreign-invested economic organisations. A foreign company or foreign individual as such is not on the list. So a foreign parent cannot hold a land use right in Vietnam to contribute; its local subsidiary can hold land, but only through allocation, lease or the receipt routes the Land Law allows.
The typical structure is therefore a joint venture company in which the Vietnamese partner contributes land (and often the buildings on it) and the foreign investor contributes cash or equipment. Two alternatives keep the land with the Vietnamese partner: a lease of the land to the joint venture, if the partner's form of land use allows leasing, or a business cooperation contract (BCC) with no new company at all.
Which land qualifies for a land use rights capital contribution#
Whether a Vietnamese partner can contribute land use rights as capital depends on who holds the land and how the State granted it.
| Land user and origin of the land | What can be contributed | Basis (Land Law) |
|---|---|---|
| Vietnamese economic organisation with land allocated against a land use levy, land leased with rent paid once for the whole term, or land bought from such holders | The land use right and assets on it, to domestic organisations, individuals, persons of Vietnamese origin and foreign-invested economic organisations | Article 33(1)(e); Article 35(2) |
| Same, but with levy or rent exempted or reduced for a business project | Can contribute, but must pay the State an amount equal to the exemption or reduction | Article 33(3)(b) |
| Vietnamese individual with agricultural land allocated within quota, land allocated against a levy, land leased with one-off rent, recognised land, or land bought, gifted or inherited | The land use right and assets, contributed "with organisations" | Article 37(1)(h) |
| Organisation or individual leasing land from the State with annual rent | Only the buildings and other assets on the land; the State continues the lease with the recipient | Article 34(1)(d); Article 37(2)(e) |
| Foreign-invested company with land leased with one-off rent or allocated against a levy | The land use right and assets | Article 41(3)(dd) |
| Organisation with land allocated free of levy | Nothing; no right to contribute | Article 32(2) |
The annual-rent row is the one to check first. If the partner leases its factory site from the State with annual rent, it cannot put "land use rights" into the joint venture's charter capital; it can contribute the factory, and the joint venture then signs its own lease with the State.
Can a foreign-invested company receive a land use rights capital contribution?#
Yes. The Land Law names foreign-invested economic organisations among those that may receive a land use rights capital contribution (Article 28(1)(dd)), with three qualifications.
- The clearest case is land from a Vietnamese company. Land that an economic organisation holds through levy-paid allocation or one-off lease can be contributed to a foreign-invested economic organisation (Article 33(1)(e)). The joint venture then has the rights of a foreign-invested company leasing land with one-off rent: it can transfer, lease, mortgage at credit institutions in Vietnam, and contribute the land onward (Articles 42(1) and 41(3)).
- Land from a Vietnamese individual is less clear. Article 37(1)(h) lets individuals contribute "with organisations", but Article 42(1) only sets out the rights of a foreign-invested company receiving land that originated from levy-paid allocation or one-off lease. For recognised land or agricultural land allocated within quota, the Land Law does not say what rights the foreign-invested recipient would have. If the partner is an individual, confirm the treatment with the land registration office before signing. Agricultural land is a further restriction: foreign-invested companies generally access farmland by State lease (Article 180(1)), and the Land Law only spells out receipt of contributed land from economic organisations for concentrated livestock projects (Article 183(4)).
- Restricted and sensitive areas need extra steps. A foreign-invested company receiving contributed land in an area with restricted access to land must ask the provincial People's Committee for permission; the province consults the Ministry of National Defence and the Ministry of Public Security within 5 working days, and they reply within 20 days (Article 10(3) of Decree 102/2024/ND-CP). Separately, a foreign investor buying into an existing company that holds land on islands, in border communes, wards or special zones, in coastal communes or wards, or in other areas affecting national defence and security must register the investment before the change of members or shareholders (Article 21(3)(c) of the Law on Investment).
Conditions for a land use rights capital contribution#
The land registration office checks these conditions during the land change registration and returns the file if one is missing.
| Condition | What to verify | Basis |
|---|---|---|
| Land use rights certificate issued | Original certificate; land use purpose, term and form of use; registration pages | Land Law Article 45(1)(a) |
| No dispute, or dispute resolved by an effective decision, judgment or award | Site boundaries, local confirmation | Article 45(1)(b) |
| Not seized or secured for enforcement of judgments | Records at the land registration office and enforcement agency | Article 45(1)(c) |
| Still within the land use term | The company only receives the remaining term | Article 45(1)(d); Article 174(1) |
| No court-ordered interim measure | Court and arbitration records | Article 45(1)(dd) |
| Deferred land levy or registration fee fully paid | "Debt" notes on the certificate | Article 45(5) |
| All co-users sign | Household members, spouses, co-heirs; undivided land requires all of them or a power of attorney | Article 27(2) |
A mortgage is not one of the Article 45 conditions, but the Civil Code bars a mortgagor from selling, exchanging or gifting mortgaged property without the mortgagee's consent (Articles 320(8) and 321(5)), and bank security documents usually prohibit it outright. The safe sequence is to repay and deregister the mortgage before signing, or obtain the bank's written consent.
Land use rights capital contribution step by step#
- Due diligence on the plot and the contributor. Certificate against the land registration file (mortgages, seizures, outstanding land levy), zoning and land use purpose, co-users, and whether the plot sits in a restricted area. If only part of a plot will be contributed, check the province's subdivision conditions.
- Valuation. At incorporation, the founding members or shareholders value the land by consensus, or hire a licensed valuer whose figure needs approval by more than 50% of the founders. In a later capital increase, the contributor agrees the value with the members' council or board. Anyone who overvalues is jointly liable to make up the shortfall (Article 36 of the Law on Enterprises).
- Investment and enterprise registration. For a new joint venture with a foreign investor, the usual order is the Investment Registration Certificate (IRC), then the Enterprise Registration Certificate (ERC); see setting up a foreign-owned company. The 90-day contribution clock starts on the ERC date and excludes time spent on administrative procedures to transfer title (Articles 47(2), 75(2) and 113(1) of the Law on Enterprises). In our reading, negotiation, notarisation and mortgage release still count against the 90 days.
- Notarised contribution contract. Notarisation or certification is mandatory unless one party is an organisation conducting real estate business, in which case it is optional (Article 27(3)(a) and (b) of the Land Law). Beyond the plot and the value, the contract should cover the shares or capital issued, who files and pays for registration, mortgage release, physical handover, what happens if registration fails, the contributor's cooperation on the deferred tax described below and, if wanted, a buy-back right recorded here or in the shareholders' agreement.
- Land change registration within 30 days. A capital contribution with land is a registrable change (Article 133(1)(a)) to be filed within 30 days (Article 133(3)) with the land registration office (Article 14(2)(c) of Decree 49/2026/ND-CP). The office endorses the existing certificate or, on request, issues a new one (Article 133(2)). The file normally contains the application, the certificate and the notarised contract. Since 31 January 2026, the exact documents and processing times are set by each province, which had to issue its rules by 1 July 2026 and publish them on its portal (Article 15 of Decree 49/2026/ND-CP); this regime runs until 1 March 2027 (Article 16(2)). Check the rules of the province where the land is. The "10 working days" figure still quoted from Article 22 of Decree 101/2024/ND-CP is out of date: the time limits moved to Annex I of Decree 151/2025/ND-CP (8 working days for a contribution) and that part of the annex lapsed on 31 January 2026 (Article 16(3)(e) of Decree 49/2026/ND-CP).
- Company records and filings. For land, the contribution is completed by registration, not by a handover minute (Article 35(1)(a) and (b) of the Law on Enterprises). The company books the land at the contributed value and updates its members' or shareholders' register. If the capital is being increased, the company then registers the new charter capital; see increasing charter capital. If the project's main details change, the IRC is amended (Article 33(2) of the Law on Investment; see IRC amendment).
Missing the 90 days on a land use rights capital contribution has a hard consequence: a member who has not contributed ceases to be a member and the company must register a capital reduction within 30 days (Article 47(3)(a) and (4)); a shareholder who has not paid ceases to be a shareholder (Article 113(3)(a)). The foreign investor's cash goes through the direct investment capital account; land contributed in kind does not.
Tax on a land use rights capital contribution#
The tax on a land use rights capital contribution falls on the contributor, but a foreign investor should price it in, because the joint venture inherits a filing duty.
| Item | Vietnamese individual contributes | Vietnamese company contributes | Basis |
|---|---|---|---|
| Income tax | Personal income tax of 2% on the value of the contribution stated in the contribution contract. Not filed or paid at contribution; when the contributor transfers its capital, withdraws or the company is dissolved, the receiving company files and pays it on the contributor's behalf | The difference between the revalued amount and the book value is other income, taxed in one go; if the land goes in to form a fixed asset for production or business and the receiving company cannot depreciate or amortise the land value, the gain may be spread over up to 10 years | PIT Law 109/2025/QH15 Articles 14(1), 24(1); Decree 253/2026/ND-CP Article 57(1) and (5)(d); CIT Law 67/2025/QH15 Article 3(2)(k); Decree 320/2025/ND-CP Article 3(3)(o)(o2) |
| Filing deadline for the deferred PIT | By the 10th day after the capital transfer, withdrawal or dissolution | Not applicable | Decree 252/2026/ND-CP Article 10(8)(b) |
| Registration fee on transfer to the company | None | None | Law on Enterprises Article 35(1)(a); Decree 10/2022/ND-CP Article 10(17)(a), as amended by Decree 175/2025/ND-CP |
| VAT | Transfer of land use rights is not subject to VAT | Same | VAT Law 48/2024/QH15 Article 5(7) |
| Land levy and land rent | Deferred amounts settled before contributing | Same, plus repayment of any levy or rent exemption for a business project | Land Law Articles 45(5), 33(3)(b) |
Three points change deal terms:
- The joint venture becomes the tax filer. When a Vietnamese individual partner later sells its stake, the company must file and pay the deferred 2% for it, in instalments if the partner sells or withdraws only part of its stake (Article 57(5)(d) of Decree 253/2026/ND-CP). A share purchase agreement or shareholders' agreement should let the company withhold that amount. The exemption for transfers between close relatives (Article 18(1)) does not help, because the recipient is a company.
- A second layer applies on exit. On selling the stake, the individual also pays capital transfer tax: 20% of the gain on an LLC interest (2% of the price if the cost cannot be established) or 0.1% of the price on shares (Articles 53 and 54(1) of Decree 253/2026/ND-CP). See capital transfer tax in Vietnam.
- A corporate partner's later sale is real estate income. If a company that contributed land later transfers the capital contribution made with land value, even within the 10-year spread, the income is declared as income from real estate transfer (Article 3(3)(o)(o2) of Decree 320/2025/ND-CP).
What happens to the land on dissolution or when the partner leaves#
Land put into a company through a land use rights capital contribution does not revert automatically. Older guides list "termination of contribution" events from Decree 43/2014/ND-CP under the 2013 Land Law; we found no equivalent in the 2024 Land Law or its current implementing decrees 101/2024/ND-CP and 102/2024/ND-CP. Because the contribution is now defined as a transfer (Article 3(12) and (22)), the land belongs to the company after registration.
- Dissolution or bankruptcy. The company's land use rights are handled under enterprise and bankruptcy law (Article 36(3) of the Land Law). Debts are paid in statutory order and the remainder is divided among members or shareholders in proportion to ownership (Article 208(5) and (6) of the Law on Enterprises). The contributing partner has no automatic right to the same plot. See company dissolution in Vietnam.
- Partner exit. The partner sells its stake or asks the company to redeem it where the Law on Enterprises allows; the land stays in the company. A partner who wants the land back needs a contractual buy-back right, carried out as a new transfer.
- Fees on a return of land. Since 1 July 2025, Article 10(17)(a) of Decree 10/2022/ND-CP exempts registration fee only for contributing assets into a company; the former wording that also covered assets returned to members on dissolution or withdrawal was removed by Decree 175/2025/ND-CP. A member re-registering land in its own name may therefore pay the 0.5% registration fee on land (Article 8(1)).
Worked example: a land use rights capital contribution into a joint venture#
A scenario built by LexData for illustration, not a client matter. Figures are rounded.
Company A, a Vietnamese manufacturer, leases 2 hectares outside an industrial park from the State with rent paid once for 50 years; 38 years remain. Its book value of the land use right is VND 20 billion. A and a Singapore investor, B, form a joint venture LLC: A contributes the land, valued by an independent valuer at VND 30 billion, for 30% of the charter capital; B contributes VND 70 billion in cash for 70%.
- Checks before signing. The land has a certificate, no mortgage and no dispute. A was never granted a rent exemption, so nothing is repayable to the State. The site is inland and not in a border or other defence-sensitive area, so the restricted-area consultation does not apply (the Article 21(3)(c) registration concerns buying into an existing land-holding company, not a new joint venture).
- IRC and ERC. B, as foreign investor, obtains the IRC for the project, then the joint venture obtains its ERC. The 90-day clock starts.
- Contract and registration. A and the joint venture sign a notarised contribution contract and file the land change registration within 30 days. No registration fee is charged. The time the land registration office takes does not count against the 90 days.
- Result. The joint venture holds the land for the remaining 38 years with the rights of a foreign-invested company leasing land with one-off rent (Articles 42(1) and 41(3) of the Land Law). B's cash goes through the investment capital account; A's land does not.
- Tax for A. The VND 10 billion revaluation gain is other income for A. Whether it is taxed in one year or spread over up to 10 years depends on whether the joint venture may amortise the land value under the CIT rules (Article 3(3)(o)(o2) of Decree 320/2025/ND-CP); A and its tax adviser should settle this before signing, because it affects the price A asks.
Had A held the land on annual rent instead, it could have contributed only the factory, and the joint venture would have signed its own annual lease with the State.
If you are structuring a joint venture with a land-contributing Vietnamese partner, LexData can handle the land due diligence through our legal due diligence service and the IRC, ERC and contribution documents through our company formation service.
