Real Estate

We offer a full range of real estate services in areas including financing, acquisitions and disposals, tax efficiency, land use, environmental law, planning and development, construction and leasing. Our clients benefit from our significant experience in orchestrating high value, long-term projects that involve complex structuring, facilitating negotiations, ensuring tax efficiency, navigating legal and regulatory issues and, when necessary, litigating on their behalf.

Apolat Legal Estate Practice has been involved in numerous real estate finance, private equity, and development transactions, advising on:

  • Joint ventures
  • Mergers and acquisitions of real estate based businesses 
  • Project developments
  • Land use

Our real estate practitioners have a combination of technical property expertise, local market knowledge, industry insight and global experience.

KEY CONTACT

Le Tien Dat

Managing Partner

Phone: +84939107387
Email: dat.le@apolatlegal.com

Pham Thi Thoa

Senior Partner

Phone: +84918950066
Email: thoa.pham@apolatlegal.com

RELATED ARTICLES

[Legal Updates] Five new highlights of the amendment of construction law 2020

1| Proposal on supporting foreigners who are investors and technical experts, highly skilled workers, business managers to enter Ho Chi Minh City 

The consequences of the Coronavirus have a serious impact on all aspects of the world economy, including the activities of the tourism industry, the world aviation industry, etc. The disease has also created a barrier when foreign investors or experts work legally in Vietnam but are not currently allowed to enter Vietnam to continue working due to the complicated disease situation. Therefore, on July 30th, 2020, the Department of Labor, War Invalids and Social Affairs has issued Statement No.20488/TTr-SLĐTBXH-VLALD to the People’s Committee of Ho Chi Minh City to support foreigners who are investors and technical experts, highly skilled workers, business managers to enter Ho Chi Minh City to work.           

Accordingly, the Working Group met and agreed to report to the People’s Committee of Ho Chi Minh City to propose to the Prime Minister to permit Ho Chi Minh City to temporarily consider and support entry to the Ho Chi Minh City only foreigners who are investors, business managers, and experts who have been granted work permits to work at agencies, organizations and enterprises in Ho Chi Minh City that have not returned to working and experts serving key city works using the city budget. In addition, the other subjects are temporarily not considered entry to Vietnam.

2| Five new highlights of the law on amendments of construction law (amendment) 2020 

Law on amendments of Construction law 2020 that will enter into effect from 1st January 2021 introduces several notable new regulations as following: 

(i) Additional exemption for certain categories of works

Clause 30 Article 1 of the amended construction law 2020 adds some construction works that are exempted from construction permits, such as:

  • The advertisement works not subject to construction permits as prescribed by the Law on the advertisement;
  • Passive telecom infrastructure works as prescribed by the Government.

(ii) Time to grant construction permits is shortened

According to Point b Clause 36 Article 1 of the law, from the date of receiving a valid dossier, the agency competent to grant construction permits shall examine the dossier for the grant of a permit within 20 days in the case of grant of construction permits, including also definite-term construction permits, adjusted construction permits and relocation permits (reduced 10 days compared to Law on Construction 2014). 

(iii) Removing the requirement of adequate allocation of funds at the time of construction commencement

Clause 39 Article 1 of the new law also amended and supplemented regulations on conditions for construction commencement whereby ensuring the adequate allocation of funds is abolished at the time of construction commencement.

The new law regulating the construction commencement of work must satisfy the following conditions:

  • The construction grounds are available for entire or partial handover according to the construction schedule;
  • The construction permit has been granted for the work subject to the provisions of Article 89 of this Law;
  • The construction drawing design of the work item or the work to be constructed has been approved;
  • The project owner has signed a construction contract with the contractor performing construction activities related to the constructed work as prescribed by law;
  • Measures have been developed to ensure safety and environmental protection in the course of construction;
  • The project owner has sent the written notification of the construction starting date to the local construction management agency at least 03 working days before the commencement of construction.

(iv) Some projects shall execute the assessment of environmental impacts

Clause 11 Article 1 of the law supplemented regulations on the preliminary assessment of environmental impacts at the time of project formulation. Projects executing the preliminary assessment of environmental impacts include: 

  • National important projects and group-A projects using public investment funds.
  • PPP projects as prescribed in the Law on investment in the public-private partnership form.
  • Projects of which investment policies are approved by the National Assembly or the Prime Minister as prescribed by the Law on Investment.

For the construction of detached houses of households or individuals, neither construction investment pre-feasibility study report nor construction investment economic-technical report is required. 

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[Legal Updates] New guidance and regulations on project development and power purchase contract of solar power

1| New guidance and regulations on project development and power purchase contract of solar power 

The Minister of Industry and Trade Ministry issued the Circular no 18/2020/TT-BCT regulating on project development and the Power Purchase Contract sample applying for the solar power projects (“Circular 18”). Accordingly, the Circular regulates and guides to Decision No. 13/2020/QD-TTg on April 6th, 2020 of the Prime Minister on the incentive mechanism to develop solar power projects in Viet Nam.

Circular 18 provides several guidance on the development of grid-connected solar power projects, in detail: 

  • About the price to buy electricity; 
  • Content of basic design documentation and other contents;
  • Area of land use, water surface with term of the project. 

As regards regulations related to the development of solar power rooftop systems, hereunder are some important contents:

  • Electricity prices regulated in cases where the buyer is Vietnam Electricity Corporation and another cases where the buyer is not Vietnam Electricity Corporation. 
  • Procedure to execute solar power rooftop systems. 
  • Exemptions for electricity activity licenses and other contents.

Besides, the Circular 18 also provided sample of power purchase contract applying to grid-connected system solar power projects and sample of power purchase contract applying to rooftop system solar power projects.

However, it seems that the Circular 18 still fails to provide the clear guidance on the distinction between solar power rooftop system and grid-connected solar power system. This failure may lead to the inconsistent application of incentives mechanism related to solar power systems in practice. 

This Circular 18 shale come into effect from August 31st, 2020. 

2| Ho Chi Minh City People’s Committee to issue new disease control measures 

Currently, due to the situation of disease related to Coronavirus which is happening very complicatedly and unpredictably with an increasing number of cases, the authorities have quickly implemented plans to prevent the epidemic broad-based outbreak. Accordingly, in Ho Chi Minh City, on July 30th, 2020, the People’s Committee of Ho Chi Minh City issued an official Dispatch No.2869/UBND-VX to control the disease situation with some specific and notable contents are as follows: 

  • People must wear masks when going to public places, usually washing hands with soap and an antiseptic solution.
  • Restricting the crowd of people at events such as festivals, fairs, conferences, weddings, funerals, etc. It is worth noting that, in addition to limiting crowded people at the above events, people are not allowed to gather more than 30 people in public places (except hospitals, schools, etc.).
  • Some business activities of non-essential services such as bars and discotheques will be temporarily closed and according to the dispatch, they have not mentioned the specific time when is the above business allowed to be reopened.
  • Competent agencies as local authorities at all levels are responsible for strengthening and seriously implementing the disease prevention and control plan in their respective localities. The Department of Information and Communications is responsible for continuing to propagate about the situation and the evolution of the disease, updating recommendations and information to guide people to voluntarily take measures to prevent and control diseases themselves.

The official time for the application of the above-mentioned measures will start from 0:00am on July 31st, 2020, until further notice.

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[Legal Updates] The new Circular amending legal conditions to carry out business in 04 sectors

1| The new Circular amending legal conditions to carry out business in 04 sectors

On 18th June 2020, the Ministry of Industry and Trade issued Circular no 13/2020/TT-BCT amending, supplementing and removing several conditions to invest and carry out businesses in following sectors: food business; chemicals, mineral business, electricity.

No Sectors  Amended, supplemented, or removed circulars 
1 Food business Circular 43/2018/TT-BCT
Joint Circular 13/2014/TTLT-BYT-BNNPTNT-BCT
2 Chemicals Circular 55/2014/TT-BCT
Circular 48/2018/TT-BCT
3 Mineral business Thông tư 12/2016/TT-BCT
Circular 14/2013/TT-BCT
Circular 15/2013/TT-BCT
Circular 28/2017/TT-BCT
4 Electricity Circular 43/2013/TT-BCT

Several notable points of this Circular as following: 

  • Regarding food business, removing Article 4, Article 5 and forms 01a, 01b, 02a, 02b, 03a, 03b, 04, 05a, 05b, 05c related to the issuance of Certificate of food safety;
  • Regarding chemicals, removing the requirement of Guarantee on the production of Schedule chemical, or chemicals DOC, DOC-PSF; Photocopies of the Decision on approval for the environmental impact assessment or the certificate of commitment to environment protection registration that is issued by competent agencies; Photocopies of the Certificate of fire safety or photocopies of the decision on approval for firefighting plans issued by a competent agency in the application for the License for production of Schedule chemicals or DOC or DOC-PSF chemicals;
  • Regarding electricity, removing clause 2 Article 25 of Circular 43/2013/TT-BCT dated on 31st December 2013 on procedures to adjust electricity development planning not according to cycle.

This Circular will come into effect on 3rd August 2020.

2| The Government to ratify the First Protocol amends ASEAN Trade in Goods Agreement (ATIGA)

On 23rd July 2020, the Government has issued Resolution 110/NQ-CP ratifying the First Protocol amending ATIGA Treaty dated 22nd January 2019.

The First Protocol amends ATIGA to incorporate the ASEAN-wide Self Certification (AWSC) scheme. Under the AWSC, exporters may apply for Certified Exporter (CE) status and support their claim that their goods are eligible for duty-free tariff under ATIGA. The CE status may be used as an alternative to a Certificate of Origin (CO) Form D currently applying for exported products from ASEAN nations.

The First Protocol provides businesses an additional avenue to attest the originating status of their goods as required by the Treaty. It is expected to reduce time and costs for businesses, and improve efficiency for issuing authorities.

The First Protocol is expected to come into force later this year, following ratification by all ASEAN member States.

ASEAN Trade in Goods Agreement (ATIGA) was signed in February 2009 and have taken into effect from 17th May 2010. ATIGA is the first comprehensive agreement between ASEAN member States covering regional goods trading activities and developed on the ground of commitments to cut down/remove tariff barriers agreed in CEPT/AFTA and other relevant treaties, protocols. 

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[Legal Updates] Some new points of the Decree 81/2020/ND-CP on enterprise bonds

1| New regulations on the sanctioning of administrative violations in the field of marriage and family, civil judgment enforcements, enterprise, and cooperative bankruptcy

On July 15th, 2020, the Government issued Decree No. 82/2020/ND-CP on the sanctioning of administrative violations in the field of judicial assistance, judicial administration, marriage and family, civil judgment enforcements, Enterprise and cooperative bankruptcy, which takes effect on September 01st, 2020. The Decree has some highlight that organizations and individuals should pay attention to, as follows:

Level of sanctioning and remedies

 

Acts of violation

 

Level of sanctioning

From VND 5,000,000 to VND 10,000,000

 

Remedies

No regulations

 

– Notifying insolvent enterprises, cooperatives inaccurately causing damage to enterprises, cooperatives.

– Failure to notify in writing to those who have the rights and obligations to submit application for opening the bankruptcy proceedings.

Level of sanctioning

From VND 1,000,000 to VND 3,000,000

 

Remedies

No regulations

 

Failure to provide the document, evidence regarding the bankruptcy case in a full and timely or inaccurate manner to the relevant parties and the authorities.

Level of sanctioning

From VND 5,000,000 to VND 10,000,000

 

Remedies

No regulations

 

When the applicant is non-objectiveness, adversely affecting the honor, reputation and business operations of enterprises and cooperatives.

Level of sanctioning

From VND 10,000,000 to VND 20,000,000

 

Remedies

No regulations

 

When the applicant has fraudulent acts, adversely affecting the honor, reputation and business operations of enterprises and cooperative.

Level of sanctioning

From VND 5,000,000 to VND 10,000,000

 

Remedies

No regulations

 

When enterprises, cooperatives, or other relevant individuals non-cooperate on property inventory or deliberately misrepresent the property inventory.

Level of sanctioning

From VND 20,000,000 to 30,000,000 VND

 

Remedies

Forcing to revoke the payment or offset inconsistently with the law.

 

For banks where the enterprises or cooperatives have accounts since the court issues the decisions to declare the enterprises or cooperatives bankrupt but still pay the debts of such enterprises or cooperatives. , unless otherwise agreed in writing by a Court or civil enforcement agency.

Level of sanctioning

From VND 30,000,000 to VND 40,000,000 and recovering payments or clearing not in accordance with current regulations

 

Remedies

Forcing to revoke the payment or offset inconsistently with the law

– The bank where the enterprise or cooperative has an account from the date the Court issues the decision to declare the enterprise or cooperative bankruptcy and makes payment of debts of the declared enterprise or cooperative loans borrowed from banks unless otherwise agreed in writing by courts or civil judgment enforcement agencies.

– The bank where the enterprise or cooperative has an account from the date the Court issues the decision to open bankruptcy procedures that clearing the obligations for the contract established before the decision to open bankruptcy procedures without the consent of the asset manager, the enterprise that manages or liquidates the property.

2| Some new points of the Decree 81/2020/ND-CP on issuance of Corporate bonds

Corporate bond is a type of securities with a term of 1 year or more issued by the enterprise to determine the obligation to repay the principal debt, interest, and other obligations (if any) of the enterprise to the investor whose bonds. Enterprises entitled to issue bonds include limited liability companies or joint-stock companies that satisfy the conditions for bond issuance under the provisions of Vietnamese law. The bond issuance of enterprises is implemented on the principle of self-borrowing, self-repayment, and self-responsibility for the efficiency of using capital and assurance of debt repayment ability.

Decree 81/2020/ND-CP issued on July 9th, 2020 amending and supplementing a number of provisions of Decree No. 163/2018 / ND-CP dated December 4th, 2018 on corporate bonds, has effective from September 1st, 2020, there are a few notable points, including:

  • Applying regulations on bond trading for corporate bonds issued in the domestic market, and for corporate bonds issued to the international market will comply with the regulations on transactions in the issuing market.
  • Having changes in the regulations on bond issuance conditions when:
    • The regulation requires Enterprises which are not organizations allowed to provide consultancy services on dossiers of bond issuance. If they would like to issue bonds, they must sign a consultancy contract on dossiers of bond issuance.
    • At least 03 working days before the scheduled issuance of bonds, the issuing enterprise shall disclose information before the issuance to investors registering to buy bonds and send information to disclose information for the Stock Exchange.
    • Enterprises which are not the credit institutions issue bonds must complete each issuing period within 90 days from the date of publication of the issuance and each period of issuance must be at least 6 months apart.

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