Mergers and acquisitions (M&A) activities in the real estate sector are a strong trend in Vietnam. In a difficult market context, many investors have problems with cash flow, legality or project implementation capacity. This is an opportunity for investors with financial resources to acquire "unfinished" projects or acquire companies with potential land funds. However, real estate is a field governed by many layers of law, from Land Law, Housing Law, Real Estate Business Law, Construction Law, to Investment Law. It is this "interference" that makes real estate M&A deals more legally complex than any other industry.

The important thing is: M&A is not just about buying assets, but about buying the whole thing.Potential risks. If investors do not check carefully, they can become "bearers of the consequences" for the seller's violations, both financial and legal.

1. Forms of M&A in real estate.

+ Buying shares of the company owning the project (Share Deal): that is, the investor buys shares of the legal entity that owns the project

• Advantages: No need to transfer the project; quick procedure
• Disadvantages: Inheriting all legal and financial obligations and potential disputes

+ Project transfer (Asset Deal): is the transfer of the right to implement a project from one company to another

• Advantage: separate n��� old, selective assets
• Disadvantages: Complicated procedures, need approval from state agencies

+ Buy assets or debt with collateral: buy real estate assets directly or buy debt from banks

• Advantages: good price, flexible negotiation
• Disadvantages: Legal enforcement, complex asset handling

2. The legal system regulating Real Estate M&A.

Real estate M&A in Vietnam is governed by many laws, notably:

• Investment Law (2020): Conditions for transferring investment projects.
• Land Law (2013, amended 2024): Regulations on land use rights and transfer conditions.
• Real Estate Business Law (2014): Conditions for transfer of real estate projects.
• Housing Law, Construction Law, Environmental Law: Regulations related to planning, construction and sub-license.
• Decree 02/2022/ND-CP: Detailed instructions on project transfer.

Incorrect or incomplete application of these regulations can lead to M&A transactions being declared invalid, not being recognized for project implementation rights, or being prosecuted. penalty.

3. Specific legal issues need careful examination

3.1. Land legal

• Verify land type (residential land, commercial land, industrial land) and intended use in accordance with planning.
• Check land use form (land allocation with payment, land lease with one-time/yearly payment). Land rented with annual payments is usually not transferable.
• Ensure there are no disputes, suspended planning, or risk of revocation.

3.2. Project legal

Must have fully:

• Approval of investment policy or land allocation/land lease decision.
• Approval of detailed planning 1/500.
• Construction permit, environmental permit, fire protection permit...
• Projects that have not completed the above procedures are not allowed to be transferred according to Decree 02/2022.

3.3. Meaning Financial Services

• Has the project fully paid land use fees? Are there any arrears or land price adjustments?
• Are there any tax debts, social insurance debts, contractor debts or disputes with third parties?
• Investors are at risk of "inheriting" hidden financial obligations, if not properly appraised.

3.4. Contracts and commitments with third parties

• Is the project being mortgaged, mortgaged, investment cooperation,contribute capital?
• Is there a dispute arising from deposit, brokerage, distribution contracts?

3.5. Foreign factors

• Foreign investors are limited in accessing all types of land, especially residential land, defense land, and coastal land.
• Must follow the correct procedures for registering capital contribution and purchasing shares with competent authorities.
• Violations can lead to forced divestment or invalid transactions.

4. Risk control strategy in real estate M&A

Independent legal due diligence (Legal Due Diligence):

• Performed by lawyers specializing in M&A and real estate, not relying entirely on the seller's records.
• In-depth analysis of land records, planning, financial obligations, potential disputes.

Smart transaction structure:

• Prioritize share deals if the project has completed legal and financial cleanliness.
• For projects with high legal risks, it is recommended to use a business partnership structure (JVC), investment fund, or deposit - transfer conditions.

The contract has strong protection provisions:

• Legal commitments and guarantees (warranties & representations).
• Compensation mechanism if legal/financial risks arise after the transaction translate.
• Retain part of the payment value (holdback/escrow) until the procedure is completed.

Proactively work with state agencies:

• Ask for legal confirmation of land, project, or public request financial obligation status.
• Avoid falling into the situation of "the contract is correct but not implemented".

In a volatile market, real estate M&A is an opportunity to create a breakthrough. But this is not a "playground" for inexperienced investors or those lacking legal understanding

A successful deal does not start with price negotiation, but begins with controlling legal risks to every detail.

InvestorsProfessional investors always understand that: Profit does not lie in the purchase price, but in the ability to deploy and exploit after the transaction is completed - this only happens if the law is clean.