Abstract

The 2023 Law on Real Estate Business, which took effect on 1 August 2024, together with Decree No. 96/2024/ ND-CP detailing its implementation, has introduced significant changes to Vietnam’s secondary real estate market, particularly with respect to the assignment of contracts for the sale and purchase of off-plan housing. This article systematically examines the new legal framework and identifies major legal and practical obstacles arising during the transitional period from late 2024 to 2026. Particular attention is given to inconsistencies between the Ministry of Construction and local land registration offices in interpreting the provisions governing the assignment of contracts for apartments that have been physically handed over but for which applications for certificates of land use rights and ownership of assets attached to land have not yet been submitted. The article also addresses difficulties in determining taxable transfer prices for personal income tax purposes. Drawing on a case study concerning Official Dispatch No. 4969/BXD-QLN dated 12 June 2025, issued by the Ministry of Construction to Vingroup, the article proposes institutional reforms and measures to enhance the effectiveness of law enforcement, improve market liquidity, and safeguard the lawful property rights and interests of purchasers.

Keywords: Contract assignment; Decree No. 96/2024/ND-CP; land registration office; off-plan housing; the 2023 Law on Real Estate Business.