Title due diligence and security over land: checking the certificate and the land register, planning, encumbrances, term and payment status, permits, and how mortgages of land use rights are taken, notarised and registered

Why the certificate is not enough

In Vietnam the State's land register, not the parties' documents, determines who holds a land use right and on what terms. The certificate issued to the land user records the position at a point in time, and several things can change without the certificate changing: a mortgage registered after 1 January 2026 is now recorded only in the land database (Article 11 of Resolution No. 254/2025/QH15); a recovery notice, an enforcement seizure or a dispute may be pending; rent may be unpaid; and the buildings on the land may have been altered without a permit. Planning decisions made after the certificate issued can also restrict what the land may be used for, or earmark it for recovery.

Title due diligence is therefore a combination of documents, register searches and enquiries of the authorities, and it should be done whether the investor is buying land use rights, taking a sublease in an industrial park, receiving land as a capital contribution, acquiring a landholding company or lending against land. The extent of the review depends on the transaction, but the categories below apply to all of them. The routes in which the checks arise are described in How foreign-invested companies access land.

The certificate and the land register

Start with the original certificate, not a copy, and check that it is the current form or a valid earlier form, that the land user named on it is the counterparty (or the target company), and that the plot number, map sheet, address and area match the site plan and the physical site. Read the land category and purpose, the term and its end date, the form of use (allocation with or without levy, lease with annual or one-off rent, recognition) and the origin of the right. The form of use decides what the counterparty can lawfully do: a company leasing with annual rent cannot transfer the land use right itself, only its buildings and lease rights, and cannot mortgage the land (Land rent, land prices and Resolution 254).

Then obtain an extract from the land register through the land registration office or its local branch. In practice the request is made with the land user's written authorisation, which a seller or borrower should provide as a condition of the transaction. The extract shows registered mortgages and other security, prohibitions on transactions, seizures by civil judgment enforcement agencies, registered changes and pending procedures. Ask the commune-level People's Committee whether any dispute over the land has been lodged and whether any recovery notice has been issued, and check the court portals for litigation involving the land user.

Planning, recovery risk and permitted use

The State allocates and leases land only for uses consistent with planning, and a later plan can change what a plot may be used for. Check the provincial plan's land use targets and, for construction, the zoning plan and any detailed plan under Law No. 47/2024/QH15 on Urban and Rural Planning, through the provincial Department of Construction or the planning information portals that most provinces now maintain. Confirm in writing that the intended use is permitted, whether the plot or part of it is earmarked for roads, public works or other projects in the recovery cases of Article 79 of the Land Law, and the construction parameters (density, height, setbacks) that apply. A plot earmarked for recovery can still be traded, but its value and financing capacity fall sharply (Land recovery, compensation and non-use).

Term, payment status and project compliance

Confirm the remaining land term and compare it with the investor's own needs, its IRC term and any loan tenor. Obtain written confirmation from the tax office, or the original receipts and notices, that land use levy or rent has been paid in full, that annual rent is current, and that non-agricultural land use tax has been declared. Where the land user enjoys a rent exemption or reduction, identify the conditions, because a change of project or use can end the incentive and trigger repayment.

Where the land is held for an investment project, review the investment policy approval and IRC, the project schedule and the actual progress. Under Article 81(8) of the Land Law, land not used for 12 consecutive months after handover, or whose use falls more than 24 months behind schedule, can be recovered after a paid extension of up to 24 months, without compensation for the land or the buildings. A buyer of a company or a lender against its land inherits that risk, so the review should establish whether the schedule has been met, adjusted or extended, and whether any administrative fine has been imposed.

Buildings: permits, completion and registration

For buildings, check the construction permit (or the basis for exemption, such as the Article 28 special procedure in a zone), the approved design, the completion acceptance, fire prevention and fighting acceptance for the actual use, and the environmental licence or registration for the operations carried on. Compare the as-built buildings with the permit and with the assets recorded on the certificate: extensions and mezzanines built without a permit are common, cannot be recorded on the certificate, cannot be mortgaged and may have to be regularised or demolished. Under Article 11 of Resolution No. 254/2025/QH15, a lessee on annual rent may sell its buildings only if they have a permit where one was required and were completed in accordance with the approved plan and project, so permit defects now affect saleability directly.

Mortgages of land use rights and buildings

Who may grant and receive a mortgage. Under Article 41 of the Land Law a foreign-invested company may mortgage its land use right and buildings where the land was allocated with levy or leased with one-off rent, and only its buildings where rent is annual, and in both cases only to credit institutions licensed to operate in Vietnam, which in practice include Vietnamese banks, foreign-owned banks and foreign bank branches licensed by the State Bank. The Land Law 2024 did not open land mortgages to offshore lenders (FAQ 80). Vietnamese companies are subject to their own rules on eligible mortgagees.

Offshore lenders and security agents. An offshore lender, or a syndicate of offshore lenders, cannot hold a mortgage over land use rights directly. The usual structure appoints an onshore credit institution as security agent to take and hold the mortgage for the benefit of the lenders, with an intercreditor or security agency agreement governing enforcement and sharing of proceeds. Where every lender is offshore, the onshore agent must itself be a finance party, often through a nominal participation or a standby letter of credit, and practitioners regard these structures as not yet tested in the Vietnamese courts. Offshore loans must also be registered with the State Bank (Offshore loans and State Bank registration); project finance structures are discussed in Project finance, security and the financial centre.

Form, notarisation and registration. The mortgage is created by a written contract under the Civil Code (Law No. 91/2015/QH13). A contract mortgaging land use rights, with or without buildings, must be notarised or certified under Article 27(3) of the Land Law. It becomes effective against third parties on registration with the land registration office under Decree No. 99/2022/ND-CP, and priority among secured creditors generally follows the order of registration. Since 1 January 2026 the registration is recorded in the land database without endorsement on the certificate. Mortgages of buildings under construction, of future assets and of an industrial park sublease follow the same registration route, with the developer's consent and the park's own requirements where relevant. Security over movable assets, such as machinery and receivables, is registered separately with the Ministry of Justice's registration agency.

Enforcement. On default, the mortgagee may enforce by agreed sale, by auction or, where the parties agreed and the law allows, by taking the asset in satisfaction, but any buyer or transferee must be eligible to hold the land use right. A foreign lender can never take the land itself, and an onshore agent will sell it. Enforcement is slower where the mortgagor resists, which is one reason lenders also take share pledges, assignments of project contracts and account security.