Pursuant to the "Limited Market Access List" (Appendix I-B) of Decree 31/2021/ND-CP ("Decree 31") supporting the implementation of the new Law on Investment (LOI 2020), and the real estate legislation in force, foreign-owned entities face limited rights compared to Vietnamese entities. Foreign investment in the construction of residential and commercial real estate projects for sale or rent is permitted and foreign ownership of commercial property for business purposes is also permitted. However, foreign acquisition of residential and commercial real estate not for own/business purposes is limited to leasehold rights, in contrast to Vietnamese investors who are entitled to 'freehold rights' (similar to freehold ownership) in some cases. Essentially, foreigners can invest in the construction of residential and commercial property for sale and lease, and can rent residential and commercial property for the purpose of subleasing it, but cannot own such property unless for own private/business use. 
Access to land is permitted on the basis of Land Use Rights Certificate (LRUC), which applies both Vietnamese and foreign investors. Only Vietnamese investors can obtain LRUC on indefinte term. The lease term is 50 years for foreign-invested enterprises [under the Land Law FIE refers to enterprises with foreign ownership regardless of ownership levels], renewable for another 50 years by the government.
"Article 3. Definitions
For the purposes of this Law, the terms below are construed as follows: [...]
10. "market access conditions applied to foreign investors" mean those which must be satisfied by foreign investors to make investment in the List of business lines with prohibited and restricted market access (hereinafter referred to as "the Negative List for Market Access") specified in Clause 2 Article 9 of this Law.  [...]
19. "foreign investor" means an individual holding a foreign nationality or an organization established under foreign laws and carrying our business investment activities in Vietnam.
20. "domestic investor" means an individual holding Vietnamese nationality or a business organization whose members or shareholders are not foreign investors. 
[...]
Article 4. Application of the Law on Investment and relevant laws
1. Business investment activities in the territory of Vietnam [must] comply with the Law on investment [this Law] and other relevant laws.
2. If there is any discrepancy between the provisions of this Law and those of another law issued before the effective date of this Law in relation to the industries and trades in which business investment is prohibited, or industries and trades in which business investment is conditional, then the provisions of the Law on investment [this Law] shall prevail.
[...]
Article 9. Business lines with prohibited and restricted market access and market access conditions applied to foreign investors
1. Market access conditions applied to foreign investors are the same as those applied to domestic investors, except for the case specified in Clause 2 of this Article.
2. Pursuant to Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory, the Government shall promulgate a Negative List for Market Access, including:
a/ Prohibited business lines; b/ Restricted business lines.
3. Market access conditions applied to foreign investors specified in the Negative List for Market Access include:
a/ Holding of charter capital by the foreign investor in a business organization; b/ Investment method; c/ Scope of investment; d/ Capacity of the investor; partners participating in the investment activities; dd) Other conditions specified in the Laws and Resolutions of the National Assembly, Ordinances and Resolutions of the Standing Committee of the National Assembly, Decrees of the Government and international treaties to which the Socialist Republic of Vietnam is a signatory.
[...]
Article 23. Implementation of investment activities by foreign-invested economic organizations
1. When making investment in establishment of other economic organizations; contribution of capital to, or purchase of shares or capital contributions at, other economic organizations; or investment in the form of BCC, economic organizations must meet the conditions and shall carry out investment procedures according to regulations applicable to foreign investors if falling into one of the following cases:
a/ Having over 50% of their charter capital held by a foreign investor/foreign investors, or having a majority of their general partners being foreign individuals, for partnerships;
b/ Having over 50% of their charter capital held by an economic organization/economic organizations specified at Point a of this Clause;
c/ Having over 50% of their charter capital held by a foreign investor/foreign investors and an economic organization/economic organizations specified at Point a of this Clause. [...]" (Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation])
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"Section 2. SECTORS, LINES AND MARKET ACCESS CONDITIONS FOR FOREIGN INVESTORS
Article 15. Sectors and trades restricted from market access for foreign investors
1. Sectors and trades with restrictions on market access for foreign investors and restrictions on market access for such industries and trades are prescribed in laws and resolutions of the National Assembly, ordinances and resolutions. of the National Assembly Standing Committee, Government decrees and international treaties on investment. The list of industries and trades with restrictions on market access for foreign investors is published in Appendix I of this Decree.
2. Market access conditions for foreign investors shall be applied in the forms specified in Clause 3, Article 9 of the Law on Investment and posted and updated according to the provisions of Article 18 of this Decree.
[...]
Article 16. Subjects of application of the List of industries and trades restricted from market access
1. The list of industries and trades with restricted market access applies to:
a) Foreign investors as prescribed in Clause 19, Article 3 of the Law on Investment ;
b) The economic organization specified at Points a, b and c, Clause 1, Article 23 of the Law on Investment when investing in the establishment of other economic organizations; make capital contribution, purchase shares, purchase capital contribution portion of other economic organizations; investment in the form of BCC contract.
(In this Section, the subjects specified at Points a and b of this Clause, hereinafter collectively referred to as foreign investors, unless otherwise provided for by this Decree).
[...]
Article 17. Principles of applying restrictions on market access for foreign investors
1. Except for the industries and trades on the List of industries and trades with restricted market access for foreign investors specified in Appendix I of this Decree, foreign investors are entitled to market access as prescribed for domestic investors.
2. Foreign investors are not allowed to invest in industries and trades that have not yet been able to access the market as prescribed in Section A, Appendix I of this Decree.
3. For industries and trades with conditional market access for foreign investors as prescribed in Section B, Appendix I of this Decree, foreign investors must satisfy the conditions for market access according to the provisions of Article 18 of this Decree.
4. Market access conditions for industries and trades that Vietnam has not yet committed to market access to for foreign investors are applied as follows:
a) Where laws and resolutions of the National Assembly, ordinances and resolutions of the National Assembly Standing Committee, decrees of the Government (hereinafter referred to as Vietnamese law) do not contain provisions restricting access to the market for that industry or trade, foreign investors may access the market as prescribed for domestic investors;
b) Where Vietnamese law already contains provisions on restricting foreign investors' market access for such industries or trades, the provisions of Vietnamese law shall apply. [...]
7. Foreign investors belonging to countries or territories that are not members of the WTO and conducting investment activities in Vietnam are entitled to the same market access conditions as those applicable to national investors. a territory that is a member of the WTO, unless otherwise provided for by Vietnamese law or an international treaty between Vietnam and that country or territory.
[...]
B. BUSINESS LINES WITH RESTRICTED MARKET ACCESS [...]
19. Real estate business [...]"(Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation] (Decree 31), which provides guidance on the implementation of the new Law on Investment [google translation])
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"INDUSTRY, SECTOR | CONDITIONS LIMITED MARKET ACCESS | LEGAL BASIS [not reproduced here] [...]
19. Real estate business
1. AFAS is open for the following services:
- Rental/rental services related to self-owned or rented residence (CPC 82101): unlimited
- Rental or rental services relating to self-owned or leased non-residential locations (CPC 82102): unlimited
- Service of management of residential properties on a contract or fee basis (CPC 82201): unlimited
- Service of management of residential properties on a contract or fee basis (CPC 82202): unlimited
2. EVFTA: No commitment to land ownership, recovery of land use rights, land lease, land use, land planning, land use term, rights and obligations of land users .[first] The natural resources found in the land belong to the State of Vietnam. Cultural heritage of undetermined owner was found in land belonging to the State of Vietnam. No commitment to measures related to the purchase, sale, ownership and lease of residential real estate by foreigners.
3. CPTPP:
a) NCM Appendix I-VN-34: Real Estate Regarding the construction, lease, purchase, lease purchase, and transfer of real estate, the Real Estate Business Law provides more limited rights to foreign entities than to Vietnamese entities. Foreign-invested enterprises can only:
About residential real estate:
- Construction of residential real estate for sale, lease, or lease-purchase on land allocated by the State;
- Construction of residential real estate for lease on land leased by the State;
- Purchase, lease-purchase or lease of commercial residential real estate in housing construction investment projects
- Renting residential real estate for sublease
- Receive the transfer of residential real estate projects, in part or in whole, to build residential buildings for sale or rent.
About commercial real estate:
- Construction of commercial works for sale, lease or hire-purchase on land leased by the State;
- Construction of commercial works on leased land in industrial parks, industrial clusters, or economic zones for business purposes in accordance with land use purposes.
- Purchase or lease purchase of commercial real estate for their proper use.
- Lease of commercial real estate for use or sublease;
- Receive the transfer of commercial real estate projects, in whole or in part, to build commercial buildings for sale or rent.
For greater certainty, foreign investment enterprises can provide real estate brokerage services; real estate exchanges, real estate consulting services, and property management services, for both residential and commercial properties.
To be clearer, foreign-invested enterprises, foreign organizations and individuals are only allowed to carry out the above-mentioned activities.
b) Appendix NCM II – Sub-Appendix A: Real Estate Services:
Includes owned or leased property (CPC 821): Unlimited
Paid or on a contract basis: Unlimited
1. Vietnamese law:
- Investment projects on construction of houses and urban areas specified at Point g, Clause 1, Article 31 of the Law on Investment are subject to the Prime Minister's authority to approve investment policies.
- Foreign-invested enterprises may trade in real estate according to the business scope specified in Clause 3, Article 11 of the Law on Real Estate Business. [...]" (Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation])
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"Art. 11. Scope of real estate trading conducted by Vietnamese organizations, individuals, overseas Vietnamese or foreign-invested enterprises.
1. Any Vietnamese organizations and individuals may conduct real estate trading under following forms:
a) Purchase buildings for sale, for lease, or for lease-purchase; b) Rent buildings [including houses and construction works] for sublease; c) Build houses on land which is allocated by the State for sale, for lease, or for lease-purchase; transfer the land which is divided into smaller lots for sale as prescribed in law on land; build technical infrastructures of cemetery on that land for transfer of both the land and the technical infrastructures; d) Build houses on the land which is leased by the State for lease; build buildings other than houses on such land for sale, for lease, or for lease-purchase; dd) Build houses on land which is recognized by the State for sale, for lease, or for lease-purchase; e) Build buildings on land which is transferred from organizations, households or individuals for sale, for lease, or for lease-purchase; g) Build buildings on land which is leased from organizations, households or individuals for lease according to proper land use. h) Receive total or a part of a real estate project from investors to build buildings on it for sale, for lease, or for lease-purchase; i) Receive or rent land from organizations, households or individuals to build technical infrastructures on it for transfer or lease of both the land and the infrastructure.
2. Overseas Vietnamese may conduct real estate trading in the following forms:
a) Forms prescribed in Point b, d, g and h Clause 1 of this Article; b) Build houses on land which is allocated by the State for sale, for lease, or for lease-purchase;
c) Build buildings on land which is leased out or transferred in industrial parks, industrial complexes, export-processing zones, hi-tech zones, or economic zone for trading for the proper land use.
3. Foreign-invested enterprises may conduct real estate trading in the following forms:
a) Forms prescribed in Point b, d, h Clause 1 and Point b Clause 2 of this Article; b) Build buildings on land which is leased out or transferred in industrial parks, industrial complexes, export-processing zones, hi-tech zones, or economic zone for trading for the proper land use." (Law on Real Estate Trading No. 66/2014/QH13 of 25 November 2014, Art. 11)
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"Article 5. Land users [...]
7. Foreign-invested enterprises, including 100% foreign-invested enterprises, joint-venture enterprises, Vietnamese enterprises in which foreign investors purchase shares, merge or acquire in accordance with investment law.
[...]
Article 126. Land used for limited term [...]
3. The term for land allocation or land lease [...] to overseas Vietnamese and foreign-invested enterprises for implementing investment projects in Vietnam, shall be considered and decided on the basis of the investment projects or applications for land allocation or land lease, but must not exceed 50 years. For large investment projects with slow recovery of capital, projects in areas with difficult socio-economic conditions or with especially difficult socio-economic conditions which require a longer term, the term of land allocation or land lease must not exceed 70 years. [...] At the expiry of the term, if the land users still have land use needs, the State shall consider an extension which must not exceed the term prescribed in this Clause." (Law on Land No. 415/2013/QH13 of 29 November 213, Arts. 5 and 126).
Law on Investment No. 61/2020/QH14 of 17 June 2020 [google translation]
Government Decree on the Elaboration of Some Articles of the Law on Investment No. 31/2021/ND-CP of 26 March 2021 [google translation]
Government of Viet Nam, List B: List of occupations with conditional market access for foreign investors: Conditions (updated 2020), webpage [google translation]
Law on Real Estate Trading No. 66/2014/QH13 of 25 November 2014, Art. 11 [google translation]
Law on Land No. 45/2013/QH13 of 29 November 2013, Arts. 5 and 126. [google translation]

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