Real Estate

Real Estate Practice

Our lawyers advise developers and investors through every phase of the real estate project lifecycle, with attention to the specific requirements of each project and to the regulatory practice of local authorities.

For more than 20 years, our team has acted as trusted counsel to Vietnam’s leading real-estate conglomerates, multinational developers, project sponsors and foreign investors, successfully advising on a large number of high-value project acquisitions, disposals and joint-venture transactions. These landmark projects are situated in prime locations across Hanoi, Ho Chi Minh City and provinces nationwide, encompassing asset classes such as large-scale new urban areas, hospitality and resort developments, premium mixed-use complexes, international education campuses, industrial parks and manufacturing facilities.

We deliver fully integrated real estate legal services, including the following core areas:

Investment advisory & real estate M&A transactions, including:
- Conducting legal due diligence, structuring, and negotiating acquisitions of real estate assets and projects, joint ventures, and mergers.
- Drafting and negotiating share purchase agreements, project transfer agreements, and all ancillary transaction documents.
- Assisting with post-transaction legal procedures to complete the transfer of project companies and real estate projects.
Land use rights & project development advisory for developers and sponsors, including:
- Assisting with the preparation and submission of applications for land allocation, land use purpose conversion, investment registration, and other regulatory approvals.
- Liaising with competent authorities on master planning adjustments, detailed planning modifications, and architectural design approvals.
- Providing legal support on specialized permits and compliance matters, including environmental impact assessments, fire prevention and fighting certificates, and sector-specific licenses.
- Advising and representing developers in resolving regulatory issues and delays arising during the implementation of project legal procedures.
Specialized advisory for urban development, hospitality, resort & mixed-use projects, including:
- Providing comprehensive legal support throughout the development, investment, acquisition, and merger phases of new towns, hotels, resorts, and mixed-use complexes.
- Advising on management agreements, hotel management contracts (HMAs), technical services agreements (TSAs), and operational licensing requirements.
Specialized advisory for education & industrial real estate projects, including:
- Delivering end-to-end legal support for the development, investment, acquisition, and merger of education and industrial projects.
- Providing ongoing legal assistance to schools, universities, industrial parks, and manufacturing facilities during construction and operational phases.
Leasing & property management advisory for owners and investors, including:
- Drafting and negotiating lease agreements and property/asset management agreements with professional operators and managers.
- Representing landlords, tenants, and property managers in leasing and management disputes.

Highlight Deals(*)

Advised the project owner on the partial transfer of a large-scale new urban area project in Gia Lam District, Hanoi, to strategic partners and investors;
Advised the project owner on the partial transfer of a large-scale new urban area project in Tay Mo, Hanoi, to strategic partners and investors;
Advised the project owner on the partial transfer and capital contribution (by way of land use rights) of a large-scale new urban area project in Long Thanh My and Long Binh Ward, Ho Chi Minh City, to partners and investors;
Acted for a wholly-owned subsidiary of one of Singapore’s leading real estate developers in establishing a joint venture with a prominent Vietnamese developer to develop a mixed-use complex in Binh Thanh Ward, Ho Chi Minh City, with a total investment value of USD 320 million;
Advising on the full legal process for establishing an Eco-Industrial Park for a development project of up to 200 hectares in Dong Nai City, with an expected total investment of approximately USD 100 million;
Advised a Singapore-based developer operating in Vietnam on the preparation and standardization of sale and purchase agreements for residential units across its housing projects;
Advised a joint-venture company on legal issues concerning the one-time land rental payment for a prime build-to-lease apartment project in the centre of Ho Chi Minh City;
Advised a foreign-invested developer on the acquisition of a majority stake in the project company developing a 4-star hotel and serviced apartment complex on Ho Tay (West Lake), Hanoi, in a transaction valued at approximately USD 10 million;

Acted for a subsidiary of a leading Singapore developer in Vietnam on the transfer of school land to an international school operator within the Nam Rach Chiec project, with a transaction value of approximately USD 8.5 million;
Provided full-scope legal services to a 100% foreign-owned resort development project on one of Vietnam’s most prominent islands, with an initial investment of approximately USD 13 million, including advice on investment conditions, company establishment, land clearance and compensation matters, and representation before competent authorities in all clearance-related procedures;
Advised a subsidiary of a leading Singapore developer in Vietnam on the transfer of school land to a domestic developer within the Riviera Cove project, in a multi-million-USD transaction;
Advised Singapore’s largest active developer in Vietnam on the acquisition of a mixed-use project from a domestic developer, including negotiation of the project transfer agreement and assistance with post-signing licensing procedures; and
Our lawyers have regularly advised and represented major developers—including Vinhomes, Vingroup, T&T Group and various other prominent project owners—on resolving regulatory bottlenecks and advancing legal procedures for large-scale urban development projects and commercial housing projects in Hanoi and numerous provinces throughout Vietnam.

(*) Some of these cases that the lawyers at Ngo & Partners have advised on or represented at the law firms and corporates where they previously worked.