Vietnam Land Law 31/2024/QH15: English summary

Full title: Land Law No. 31/2024/QH15
Passed by: the 15th National Assembly at its fifth extraordinary session, 18 January 2024 (signed by Chairman of the National Assembly Vuong Dinh Hue)
In force from: 1 August 2024 (Clause 1, Article 252). Article 190 (land reclamation from the sea) and Article 248 (amendments to the Forestry Law) took effect earlier, on 1 April 2024 (Clause 2, Article 252)
Original effective date: the Law as passed said 1 January 2025; Law No. 43/2024/QH15 brought it forward to 1 August 2024 (Clause 2, Article 1 of Law 43/2024/QH15, as noted in the consolidated text)
Structure: 16 chapters, 260 articles
Replaces: Land Law No. 45/2013/QH13 as amended by Law No. 35/2018/QH14 (Clause 4, Article 252)
Amended by (as listed in consolidated text 44/VBHN-VPQH of 16 March 2026, Official Gazette No. 174, 1 April 2026):
1. Law No. 43/2024/QH15 (amending the Land Law, the Housing Law, the Real Estate Business Law and the Law on Credit Institutions), in force 1 August 2024
2. Law on Urban and Rural Planning No. 47/2024/QH15, in force 1 July 2025
3. Law on Public Investment No. 58/2024/QH15, in force 1 January 2025
4. Law on Digital Technology Industry No. 71/2025/QH15, in force 1 January 2026
5. Law on Inspection No. 84/2025/QH15, in force 1 July 2025
6. Law on Science, Technology and Innovation No. 93/2025/QH15, in force 1 October 2025
7. Railway Law No. 95/2025/QH15, in force 1 January 2026
8. Cybersecurity Law No. 116/2025/QH15, in force 1 July 2026
9. Law on Civil Aviation of Vietnam No. 130/2025/QH15, in force 1 July 2026
10. Law on Restructuring and Bankruptcy No. 142/2025/QH15, in force 1 March 2026
11. Law No. 146/2025/QH15 (amending 15 laws on agriculture and the environment), in force 1 January 2026
12. Law No. 147/2025/QH15 (amending the Law on Geology and Minerals), in force 1 January 2026
Main implementing texts: Decrees 101/2024/ND-CP, 102/2024/ND-CP, 151/2025/ND-CP, 226/2025/ND-CP and 49/2026/ND-CP (see the last section)
Official Vietnamese text: Government e-portal · Official Gazette Nos. 363 + 364 to 367 + 368, 1 March 2024 · Consolidated text 44/VBHN-VPQH, Official Gazette

Note: this page is LexData’s own unofficial English summary. It is not the full text of the Law or an official translation. Only the Vietnamese text has legal effect. Article numbers follow consolidated text 44/VBHN-VPQH, and the detail is chosen for businesses and foreign investors (land users’ rights, land lease, registration, project land). Besides the amending laws listed above, National Assembly Resolution No. 254/2025/QH15 sets special mechanisms to resolve problems in implementing the Land Law; LexData has not checked the full text of that Resolution and mentions only the points Decree 49/2026/ND-CP refers to. A bill amending the Land Law is expected to be adopted at the second session of the 16th National Assembly. On notarisation, the version reviewed by the Standing Committee still carries two options: compulsory notarisation of transfers of land use rights, or letting the Government list the contracts that need it; the resolution of the Government’s meeting of 18 September 2026 keeps compulsory notarisation for transfers. The bill has not been passed and is not in force. As of 14 October 2026 the law in force is Law 31/2024/QH15 as summarised below.

Scope and structure

The Law governs the land ownership regime, the powers of the State as representative owner of land on behalf of the people, land management and use, and the rights and obligations of citizens and land users (Article 1). It applies to state bodies, land users and others concerned (Article 2).

Chapter	Subject	Articles
I	General provisions	1-11
II	Powers of the State; rights and obligations of citizens regarding land	12-25
III	Rights and obligations of land users	26-48
IV	Administrative boundaries; basic land surveys	49-59
V	Land use planning	60-77
VI	Land recovery and requisition	78-90
VII	Compensation, support and resettlement on land recovery	91-111
VIII	Development and management of land funds	112-115
IX	Land allocation, land lease and change of land use purpose	116-127
X	Land registration and certificates	128-152
XI	Land finance and land prices	153-162
XII	National land information system and database	163-170
XIII	Land use regime (land use terms and types of land)	171-222
XIV	Administrative procedures on land	223-229
XV	Supervision, inspection, disputes, complaints and violations	230-242
XVI	Final provisions	243-260

Who can be a land user (Article 4)

Land users are: domestic organisations (including economic organisations under the Law on Investment); religious organisations; domestic individuals and Vietnamese citizens residing abroad; residential communities; foreign diplomatic bodies; persons of Vietnamese origin residing abroad; and foreign-invested economic organisations (Clauses 1 to 7, Article 4).

Foreign companies and foreign individuals as such (other than diplomatic bodies) are not on the list. A foreign investor therefore reaches land through a company set up in Vietnam, that is, a foreign-invested economic organisation (in this summary, an “FIE”). Company formation and project registration fall under the Law on Investment 2025.

Land users’ rights by origin of the land (Articles 26-44)

Land users may exchange, transfer, lease, sublease, bequeath and donate land use rights, and mortgage them or contribute them as capital, under this Law and other relevant laws (Clause 1, Article 27). What a particular user may actually do depends on who holds the land and how it was obtained: allocated free of charge, allocated against a land use fee, leased with one-off rent for the whole term, or leased with annual rent.

Land user and origin of land	Main rights	Source
Organisation allocated land free of charge	No right to exchange, transfer, donate, lease, mortgage or contribute the land use right as capital	Clause 2, Article 32
Economic organisation allocated land against a fee, or leasing land with one-off rent for the whole term	Transfer; lease (allocated land) or sublease (leased land); mortgage with credit institutions, other economic organisations or individuals; contribute as capital to domestic organisations, individuals, persons of Vietnamese origin residing abroad and FIEs	Clause 1, Article 33
Economic organisation leasing land with annual rent	Mortgage, sell, contribute or lease the assets it owns on the land (not the land use right); sell the assets together with the lease right if Article 46 is met; sublease developed land if it is licensed to develop infrastructure in an industrial park, industrial cluster, high-tech park or airport	Clause 1, Article 34
Economic organisation that received a transfer of land originally allocated against a fee or leased with one-off rent	Same as allocation against a fee	Clause 2, Article 35
Economic organisation that received land use rights as a capital contribution (from an organisation whose land was allocated against a fee, leased with one-off rent or bought; or from an individual, if not annual-rent land)	Same as allocation against a fee	Clause 1, Article 36
Individual holding agricultural land allocated within the quota, land allocated against a fee, one-off-rent land, recognised land, or land received by exchange, transfer, gift or inheritance	Transfer, lease, mortgage; contribute land use rights and assets on the land as capital to an organisation	Points c, d, g and h, Clause 1, Article 37

Land with fee or rent exemptions. A domestic organisation allocated land, or leasing land with one-off rent, for a business project with a land use fee or rent exemption or reduction has the same rights as if there were no exemption. However, if it transfers the land use right or contributes it as capital, it must pay the State an amount equal to the fee or rent exempted or reduced, unless another law provides otherwise (Point b, Clause 3, Article 33).

Choosing how to pay rent (Article 30). A user leasing land with annual rent that qualifies for one-off rent may switch to a one-off payment for the remaining term; the land price for the rent is re-determined at the time of the decision allowing the switch (Clause 1). The reverse switch is also allowed: from one-off rent to annual rent, with rent already paid credited against the annual rent under Government rules (Clause 2). Both options are open to FIEs.

Foreign-invested enterprises

Receiving land use rights (Clause 1, Article 28). An FIE may:

receive a transfer of land use rights in an industrial park, industrial cluster or high-tech park (Point c);
receive a transfer of investment capital consisting of the value of land use rights, under Government rules (Point d);
receive land use rights as a capital contribution (Point dd);
be allocated land for housing projects for sale or for sale and lease (Point i), lease land from the State (Point k), and receive land under a court judgment, a Vietnamese commercial arbitration award, an auction result or the enforcement of a mortgage (Point m).

Outside industrial parks, industrial clusters and high-tech parks, Article 28 does not let an FIE take a direct transfer of land use rights. The main routes are a lease from the State, a capital contribution in kind from a Vietnamese land user, or buying shares or capital in a company that already holds land. In areas with restricted access to land, receipt of land use rights follows a separate procedure set by the Government (Clause 3, Article 28). Under Clause 3, Article 10 of Decree 102/2024/ND-CP, an FIE that receives a transfer in an industrial park or a capital contribution of land for a project in such an area must ask the provincial People’s Committee for permission, and the province consults the Ministry of National Defence and the Ministry of Public Security.

Rights by type of lease (Article 41).

Situation	Rights	Source
Land leased with annual rent	Mortgage assets on the land with credit institutions licensed in Vietnam; contribute, sell or lease the assets on the land (sale with the lease right if Article 46 is met); sublease developed land in an industrial park, industrial cluster or high-tech park if it is the infrastructure developer	Clause 2, Article 41
Land leased with one-off rent; land allocated against a fee for a project	Transfer, lease, sublease, mortgage with credit institutions licensed in Vietnam, and contribute land use rights and assets on the land as capital, within the land use term	Clause 3, Article 41
A land-holding company that becomes an FIE because a foreign investor buys shares or capital in it	Rights under Clause 2 or Clause 3, depending on how the land use fee or rent was paid	Clause 4, Article 41
Fee or rent exemption or reduction	Same as a domestic organisation with an exemption (repayment on transfer or capital contribution)	Clause 5, Article 41

One difference from domestic companies: an FIE may mortgage only with credit institutions licensed to operate in Vietnam (Point b, Clause 2 and Point d, Clause 3, Article 41), while a domestic economic organisation may also mortgage with other economic organisations or individuals (Point dd, Clause 1, Article 33).

Clause 4 of Article 41 matters directly in M&A: when a foreign investor buys into a company that holds land, the company keeps the land and the rights that go with its existing payment form. Where the target holds a land certificate in a border, coastal or other defence-sensitive area, the foreign investor’s capital or share purchase must also be registered under Point c, Clause 3, Article 21 of the Law on Investment 2025.

Land received as a capital contribution (Article 42). An FIE that receives land originally allocated against a fee or leased with one-off rent as a capital contribution has the rights in Clause 3, Article 41 (Clause 1). An FIE converted from a joint venture in which the Vietnamese party contributed land use rights has the rights in Clause 2 or Clause 3 of Article 41, depending on whether the State leases the land with annual rent, leases it with one-off rent or allocates it against a fee (Clause 2).

In industrial parks, industrial clusters and high-tech parks (Article 43). For land leased or subleased with one-off rent, the rights in Clauses 1 and 3, Article 33 apply; with annual rent, the rights in Clause 1, Article 34 (Clause 2).

Conditions for exercising rights (Articles 45 and 46)

A land user may exchange, transfer, lease, sublease, bequeath, donate, mortgage or contribute land use rights as capital only if all of the following are met (Clause 1, Article 45):

Condition	Source
Holds a land certificate (except inheritance, consolidation of agricultural plots, donation to the State or a community, and the cases in Clause 7, Article 124 and Point a, Clause 4, Article 127)	Point a
No dispute over the land, or the dispute has been settled by an effective decision, judgment or award	Point b
The land use right is not seized or subject to other measures to secure judgment enforcement	Point c
Within the land use term	Point d
Not subject to interim injunctive measures	Point dd

Further requirements:

A developer transferring serviced land in a real estate project must also meet the conditions of the Real Estate Business Law and the Housing Law (Clause 2).
A user allowed to defer or record as debt its financial obligations must pay them in full before a transfer, lease, mortgage or capital contribution (Clause 5).
An economic organisation receiving a transfer of agricultural land needs an approved agricultural land use plan (Clause 6). The Law gives this approval to the district People’s Committee; since 31 January 2026 the power to approve land use plans sits with the provincial People’s Committee, which may delegate it (Clause 1, Article 14 of Decree 49/2026/ND-CP).
An economic organisation may not receive a transfer of protection forest or special-use forest land from an individual, unless the land use purpose may be changed under approved planning (Point a, Clause 8).

Selling assets on annual-rent land (Article 46). The assets must have been lawfully created and registered, and construction must be complete in line with the approved detailed plan and project (Clause 1). To sell together with the lease right, the seller must also have advanced compensation, support and resettlement costs that have not yet been fully offset against rent (Clause 2). The buyer continues to use the land for the same purpose for the remaining term and must register the land (Clause 3).

Notarisation (Clause 3, Article 27). Contracts to transfer, donate, mortgage or contribute land use rights as capital must be notarised or certified. Lease and sublease contracts, and transfer or capital contribution contracts where one party is a real estate business, are notarised or certified only if the parties ask for it.

Allocation and lease: annual or one-off rent (Articles 119, 120, 172)

Allocation against a land use fee (Article 119) is mainly for housing projects. An FIE may be allocated land against a fee for a commercial housing project, or where it takes a transfer of a real estate project that falls under allocation against a fee (Clause 3).

Land lease (Article 120). All other cases are leases. One-off rent for the whole lease term applies to (Clause 2):

agricultural, forestry, aquaculture and salt production projects;
land in industrial parks, industrial clusters and high-tech parks and worker accommodation in industrial parks; public-purpose land used for business; commercial and service land for tourism and office leasing;
social housing for rent.

Annual rent applies in all other cases, and in the cases above if the lessee prefers to pay annually (Clause 3).

The choice decides what the company can trade. With annual rent, it can deal only in the assets on the land and the lease right (Article 34, Clause 2 of Article 41, Article 46); with one-off rent, it can transfer, mortgage or contribute the land use right itself.

Land use term (Article 172). Land for investment projects is allocated or leased for the operating term of the project, up to 50 years; for projects with a term over 50 years under the Law on Investment, up to 70 years (Point c, Clause 1). An extension application must be filed at least 6 months before expiry; a late application is refused except in force majeure (Clause 3). If no extension is granted, the user must deal with its assets and return the site; after 24 months the State recovers the land without compensation for land or assets (Clause 4).

Land for investment projects (Articles 122-127)

Conditions for the investor (Clause 2, Article 122): a deposit or other security under investment law; financial capacity to use the land on the project schedule; and no breach of land law, or full compliance with any decision or judgment. Breaches are checked across all land plots the investor uses anywhere in Vietnam.

Competent authority (Article 123). The provincial People’s Committee decides allocation, lease and change of land use purpose for domestic organisations and for FIEs (Points a and c, Clause 1). Decree 49/2026/ND-CP also gives the provincial People’s Committee the power to decide allocation, lease, change of purpose, extension, adjustment of the land use term and approval of land agreements for projects, and lets the province delegate these powers (Clause 1, Article 14).

Four routes to project land:

Route	When	Source
No auction or tender	The cases listed in Article 124 (for example, allocation or lease exempt from fees or rent; public investment and PPP projects in Article 79 recovery cases)	Article 124
Land use rights auction	Projects on land managed by state bodies (Clause 1, Article 217), other than the cases in Articles 124 and 126; the land must already be recovered with compensation completed (or not required), be in the land use plan and have an approved auction plan; bidders must meet Article 122	Article 125
Tender to select an investor	Projects under Clause 27, Article 79 that the provincial People’s Council decides to tender, or where sector law requires a tender. A foreign investor that wins must set up an economic organisation to receive the land (Clause 6)	Article 126
Agreement to acquire land use rights, or use of land already held	See below	Article 127

Agreement route (Article 127). An investor may agree with current land users (by transfer, lease or capital contribution) to use their land for a project where the project is not a case of State land recovery under Article 79; or where it is an Article 79 case, no state budget is used and the investor chooses an agreement instead of proposing recovery (Points a and c, Clause 1). For commercial housing, only residential land may be acquired by agreement (Point b, Clause 1). Conditions: consistency with the approved and published district land use plan; the investor meets Article 122; and written approval of the provincial People’s Committee for the agreement (Clause 3). A current land user that proposes a project and obtains in-principle approval together with investor approval may use its own land without State recovery (Clause 6). Acquiring land only to continue the same business without changing the land use purpose follows the ordinary transfer rules (Clause 5).

Land registration and change registration (Articles 131-133)

Land registration is mandatory for land users; houses and other structures on the land are registered at the owner’s request. Registration covers first registration and change registration, on paper or electronically, with equal legal effect (Clauses 1-3, Article 131).
First registration applies to plots in use but not yet registered, plots allocated or leased by the State and plots assigned for management (Clause 1, Article 132).
Change registration applies where a certificate has been issued and something changes, including: transfer, capital contribution, sublease in an infrastructure project, or transfer of a project using land (Point a); a permitted change of name (Point b); a change of allocation or lease form or of payment form (Point h); division, separation, consolidation, merger or conversion of an organisation (Point i); and mortgage (Point p) (Clause 1, Article 133).
For the cases in Points a, b, i, k, l, m and q of Clause 1, the land user must file the change registration within 30 days of the change (Clause 3, Article 133). The result is an endorsement on the existing certificate, or a new certificate if the user requests one (Clause 2).

For companies, Points b and i are the ones most often missed: a change of company name, or a merger, division, separation or conversion of company type, also triggers a land change registration within 30 days, not only an enterprise registration update.

Who handles it (from 31 January 2026). Under Clause 2, Article 14 of Decree 49/2026/ND-CP: the provincial land authority issues or endorses certificates where a provincial authority decided the allocation, lease, change of purpose or extension (Point a); the chairperson of the commune People’s Committee does so where a commune authority decided (Point b); and the Land Registration Office handles all other cases, including first registration and change registration (Point c). Steps, documents and processing times are set by each province (see the last section).

Land prices (Articles 158-160)

Land is valued on market principles using four methods: comparison, income, residual and land price adjustment coefficient (Point a, Clause 1 and Clause 5, Article 158).
The land price list is adopted by the provincial People’s Council; the first list applies from 1 January 2026 and is revised each year from 1 January of the following year (Clause 3, Article 159). It is used to calculate annual land rent, land use tax, fees, fines for land violations and many charges for households and individuals (Clause 1, Article 159).
A specific land price is used for an organisation’s land use fee on allocation without auction or tender or on a change of purpose, for one-off rent (unless leased by auction), for charges on extension, term adjustment or change of land use form, and for compensation on land recovery (Clause 1, Article 160).
Resolution 254/2025/QH15 has its own rules on the land price list (Article 7) and land price adjustment coefficients (Article 8). Decree 49/2026/ND-CP implements them and lists cases where the land price list is not applied under Clause 1, Article 7 of the Resolution, such as sea reclamation projects (Articles 5 to 8 of Decree 49/2026). For any specific land charge, check the Law together with Resolution 254 and the Government decree on land use fees and land rent under that Resolution (Clause 2, Article 1 of Decree 49/2026).

Land recovery and compensation (Chapters VI and VII)

The State recovers land for national defence and security (Article 78); for socio-economic development in the national or public interest, under the list in Article 79; for breaches of land law, such as using land for the wrong purpose (Article 81); and on termination of land use under the law or voluntary surrender (Article 82). Compensation, support and resettlement follow Chapter VII (Articles 91-111) and Decree 88/2024/ND-CP.

Implementing texts

Text	Subject	Notes
Decree 101/2024/ND-CP of 29 July 2024	Basic land surveys; land registration and certificates; land information system	Official Gazette Nos. 913 + 914, 11 August 2024. Article 22 (processing times for registration and certificates) repealed from 1 July 2025 (Point b, Clause 4, Article 21 of Decree 151/2025); amended by Decree 226/2025 and Article 12 of Decree 49/2026
Decree 102/2024/ND-CP of 30 July 2024, in force 1 August 2024	Details several articles of the Land Law, including restricted-access areas (Article 10) and Clause 1 of Article 122 and Articles 125, 126 and 127 of the Law	Consolidated text 46/VBHN-BNNMT of 3 April 2026 (amendments by Decrees 175/2024, 151/2025, 226/2025, 49/2026 and 70/2026)
Decrees 71/2024/ND-CP (land prices), 88/2024/ND-CP (compensation, support and resettlement) and 112/2024/ND-CP (rice land)	Topic-specific rules	Amended by Decree 226/2025; Decrees 71 and 88 further amended by Decree 49/2026
Decree 151/2025/ND-CP of 12 June 2025, in force 1 July 2025	Allocation of land powers under the two-tier local government model; moves district-level powers to communes and provinces	Consolidated text 50/VBHN-BNNMT of 28 August 2025; applies until before 1 March 2027 (Clause 2, Article 21); many articles and most of Annex I (procedures) ceased to apply from 31 January 2026 (Clause 3, Article 16 of Decree 49/2026)
Decree 226/2025/ND-CP of 15 August 2025, in force 15 August 2025	Amends Decrees 71, 88, 101, 102 and 112 of 2024 and Decree 151/2025	Official Gazette Nos. 1089 + 1090, 29 August 2025
Decree 49/2026/ND-CP of 31 January 2026, in force 31 January 2026	Implements Resolution 254/2025/QH15; amends Decrees 71, 88, 101 and 102 of 2024; gives land powers to provincial People’s Committees	Chapter IV (allocation of powers) applies until before 1 March 2027 (Clause 2, Article 16)

Procedures now set by provinces. Each provincial People’s Committee must issue the administrative procedures for the matters in Article 14 of Decree 49/2026 by 1 July 2026 at the latest, stating maximum processing times and required documents, and publish them on the province’s portal and the portal of the Ministry of Agriculture and Environment (Clauses 1 and 2, Article 15). Until a province does so, it decides whether to apply the previous procedures or sets the procedure case by case (Clause 1, Article 15). Processing times quoted from Decree 101/2024 or Annex I of Decree 151/2025 may therefore be out of date; check the rules of the province where the land is located.

See also the Law on Investment 2025 on in-principle approval and investment registration certificates, the Law on Enterprises 2020 on capital contributions in kind, and our post on land use rights capital contribution in Vietnam. Reviewing the land position of a target company? See our legal due diligence and foreign investment services.

Sources checked

LexData checked Law 31/2024/QH15 against the Official Gazette Nos. 363 + 364 to 367 + 368 of 1 March 2024 and consolidated text 44/VBHN-VPQH (Official Gazette No. 174, 1 April 2026); Decree 102/2024/ND-CP against consolidated text 46/VBHN-BNNMT; Decree 151/2025/ND-CP against consolidated text 50/VBHN-BNNMT; and Decrees 101/2024/ND-CP, 226/2025/ND-CP and 49/2026/ND-CP against the official copies. Links:

Land Law 2024 (Law No. 31/2024/QH15) (English summary)