In the context of the M&A (Mergers and Acquisitions) market undergoing robust transformation, the transfer of investment projects is no longer merely an administrative procedure at investment authorities. This activity constitutes an indispensable part of strategies to restructure investment portfolios, adjust investment directions, or divest capital by investors. It is a complex legal transaction that requires precise alignment between the provisions of investment law, land law, real estate business law, and other related legal systems, depending on the specific characteristics of each investment project. Under the impact of the Amended Law on Investment 2026 and Decree 96/2026/ND-CP, investors are required to approach these transactions with strategic thinking and comprehensive risk management.
What are the core changes in the new legal framework?
Substantive control instead of formalistic review
Regulatory authorities will not only examine the submitted dossier but also evaluate the transferee investor’s capacity to continue project implementation, financial capability, and relevant experience.
Digitization and procedural interconnection
The entire process of dossier submission, appraisal, and approval is conducted entirely on an electronic system, with a parallel multi-agency appraisal mechanism, significantly shortening processing time.
Standardization of contracts and handover obligations
The transfer contract must comply with the prescribed standard form. Handover obligations extend beyond legal formalities to encompass responsibilities toward customers, environmental protection, and ESG standards.
Key issues investors must note when transferring investment projects
Risks arising from regulations under the current Land Law
If a project is delayed in progress, the right to extension may have already been exercised by the previous investor — equivalent to a high risk of land revocation after the transfer. In such cases, investors must thoroughly review the project’s “progress history” to clearly determine: (i) whether the project has ever received a deadline extension; (ii) whether it has been subject to any administrative penalties; and (iii) whether all available extension periods have been fully utilized. This critical aspect is frequently overlooked by investors due to insufficient long-term project risk assessment and management capabilities.
In addition, investors must carefully examine decisions on land allocation or land lease for the project, clearly identifying land-use progress, specific timelines, and any hidden conditions attached to each category of land use, so as to accurately assess the true status of the project.
Investors should also conduct a realistic evaluation of potential land revocation risks, which may not be apparent from documents alone. Verification of land-related financial obligations (land use fees, land rental, late payment penalties, etc.) is equally vital. Failure to ascertain the exact status of these payments may result in unforeseen obligations arising from subsequent inspections, potentially leading to post-transaction disputes.
Drafting contractual clauses to “lock in risks” is one of the decisive factors in safeguarding transaction security. Warranties from the seller regarding the foregoing matters, coupled with clear and quantifiable compensation mechanisms, will provide investors with greater confidence in project implementation.
Public assets and the legality of the transaction
Projects involving public land or state-owned enterprises may be subject to mandatory auction or bidding requirements. Bypassing this step may render the entire transaction invalid.
One “systemic” risk that is often underestimated in M&A transactions in Vietnam is the element of public assets. When a project involves land of state origin or enterprises with state capital, the transfer is no longer a purely civil-commercial relationship but is strictly governed by public asset management regulations.
Specifically, under the current legal framework — notably the Law on Management and Use of Public Assets 2017 and relevant provisions of the Land Law 2024 — the transfer of projects involving public assets must adhere to core principles of transparency, market mechanisms, and mandatory auction or bidding where required.
Investors must exercise particular caution when a project falls into this category and should develop a comprehensive strategy and assessment plan regarding its impact on the transaction structure.
Pressure from tax authorities
The transfer price is no longer a purely “private agreement.” Tax authorities now have the statutory right to readjust it according to market value.
In investment project transfers — especially real estate projects — a landmark development in the recent legal framework is the strengthened authority of tax agencies to control and readjust transfer prices. The price agreed upon by the parties is therefore no longer the sole basis for determining tax obligations.
This mechanism is reinforced by the Law on Tax Administration 2019, the market-based land pricing orientation under the Land Law 2024, and related guiding instruments.
The era of “self-declaration and self-responsibility” has ended. Current regulations emphasize control based on market value: tax authorities may compare the declared price against market data, reference adjacent market land price tables, or apply revaluation methods.
High-risk cases likely to trigger price readjustment include projects with unusually low transfer prices, transactions between related parties, complex transaction structures (such as contract splitting or project fragmentation), indirect transfers, or poorly drafted contract clauses. Investors must pay close attention to these scenarios to avoid potential risks.
Risks arising from non-standardized contracts
In practice, many investors treat project transfer contracts as flexible instruments for commercial negotiation. However, under the current legal framework — particularly in the real estate sector and for conditional projects — this approach carries substantial risks.
Pursuant to the Law on Real Estate Business 2023 and its implementing regulations, including Decree 96/2026/ND-CP, the project transfer contract is no longer entirely subject to “free agreement” but must comply with mandatory standard forms in many cases.
The State issues standard contract templates not merely to unify forms, but to standardize legal content, protect third parties, and enable effective regulatory oversight during appraisal. This reduces risks for all parties during transaction execution. This is a new requirement under Decree 96 that investors must note and strictly observe.
Impact on the market
The 2026 legal framework reflects a clear shift from a model of “expanding investment attraction” to one of “selection and market standardization.” By tightening transfer conditions, strengthening substantive appraisal, and enhancing inter-agency coordination, the State not only mitigates legal risks but also indirectly reshapes the investor landscape. In this environment, short-term investors relying on price arbitrage or legal loopholes will face increasing difficulties due to higher compliance costs and elevated risks of retroactive enforcement.
Conversely, capital flows backed by strong financial capacity, proven implementation experience, and long-term vision will enjoy distinct advantages — both in project acquisition and in preserving and enhancing asset value post-transfer. Alignment with international standards of transparency, ESG, and best practices will make the market more selective, but will also create a more sustainable and trustworthy foundation for serious investors. In essence, the new legal framework is not only regulating transaction conduct but also reshaping the competitive structure of the entire investment market.
Recommendations from Siglaw’s legal experts
In an environment of increasingly stringent regulations and a decisive shift from post-audit to substantive control mechanisms, a successful investment project transfer cannot stop at “obtaining approval.” It must be designed as a robust legal structure capable of withstanding risks throughout the entire investment lifecycle. This requires investors to adopt a proactive, highly disciplined approach, beginning with comprehensive Legal Due Diligence — extending far beyond document review to a deep examination of the land’s legal history, financial obligations, planning status, and latent risks that may be triggered post-closing.
On this foundation, the choice of transaction structure (asset deal versus share deal) should be viewed as a strategic risk-allocation tool rather than a mere technical solution. More importantly, all transaction documents must incorporate multi-layered protections, including robust warranties, conditions precedent, and clearly quantified indemnification mechanisms, ensuring the investor is not left exposed to post-closing contingencies.
In short, the real value of a deal lies not in completing the legal formalities but in the ability to protect the investor’s interests in the worst-case scenarios.
Conclusion
The year 2026 marks a distinct turning point: the transfer of investment projects is no longer a “game of speed” but a sophisticated challenge of capability, strategy, and high-level risk management.
With practical experience and in-depth expertise in transaction structuring, Siglaw stands ready to accompany investors by:
- Designing optimal and flexible transaction structures
- Identifying and controlling legal risks from the earliest stage
- Ensuring full compliance throughout the entire investment process
Contact Siglaw firm for in-depth consultation tailored to your specific transaction – where every legal decision is designed to protect your long-term investment value..
Head Office in Hanoi: No. 44/A32 – NV13, A Geleximco area, Le Trong Tan Street, Tay Mo Ward, Hanoi City. Email: vphn@siglaw.com.vn
Southern Branch: No. 103 – 105, Nguyen Dinh Chieu Street, Xuan Hoa Ward, Ho Chi Minh City. Email: vphcm@siglaw.com.vn
Central Branch: VIFC DN – ICT Building, Software Park No. 2, Nhu Nguyet Street, Hai Chau Ward, Da Nang City. Email: vphcm@siglaw.com.vn
Hotline: 0961 366 238
Facebook: https://www.facebook.com/hangluatSiglaw
