Owning Vietnam Property Through a Company: What Foreigners Should Know (2026)

One of the most common questions foreign buyers ask us is some version of: “Can I just set up a company to own property in Vietnam — like land, or a house, the way locals do?” It is a fair question, and the honest answer is more nuanced than the “yes/no” you see online. A foreign-invested company can hold land-use rights and own buildings for a genuine registered business, but a company is almost never a clean shortcut to owning a home or “owning land” as an individual.

This guide walks through what a company structure actually does, when it makes sense, when individual leasehold ownership is simpler, and the illegal nominee trap that catches careless buyers. This is general information for 2026, not legal, tax or investment advice — always confirm your specific situation with a licensed Vietnamese lawyer and tax adviser.

First, the thing nobody owns: land

Start here because it clears up most of the confusion. In Vietnam, no one owns land outright — not foreigners, not Vietnamese citizens, not Vietnamese companies. All land belongs to the people and is administered by the State. What people and businesses actually hold are land-use rights (LUR), evidenced by a certificate (the “pink book”).

So when someone says “set up a company and you can own land,” they are using loose language. A company cannot own land; at best it can hold land-use rights — usually a lease from the State, for a defined term and a defined purpose. This is true under the Land Law 2024 (effective 1 January 2025), which reorganised but did not abolish this fundamental principle.

For the individual-buyer side of this — what a foreigner can and cannot hold in their own name — see our companion guide, Can foreigners own land in Vietnam?.

What a foreign individual can already own (often enough)

Before reaching for a company, understand what you can do as an individual, because for most buyers it is enough.

Under the Housing Law 2023, a foreign individual who enters Vietnam lawfully may buy and own apartments and certain landed houses within eligible commercial housing projects (not social housing, not in restricted security zones). Key features:

• Leasehold-style term: ownership runs for 50 years, generally extendable once, so up to around 100 years in total.
• The 30% rule: foreigners may own up to 30% of the units in a single apartment building, plus ward-level caps on landed houses. We explain this in detail in Foreign ownership 30% quota explained.
• No land in your own name: you own the dwelling and a defined-term right, not the underlying land.

For a home, a holiday base, or a buy-to-let apartment, this individual route is clean: you sign the sale-and-purchase agreement, you get a certificate in your name, and you are done. No corporate accounting, no audit, no annual filings.

What a foreign-invested company can — and can’t — do

A foreign-invested enterprise (FIE) — broadly, a company with significant foreign ownership, established under the Law on Enterprises and the Law on Investment — is a real legal vehicle with real powers. Under the Land Law 2024, an FIE can access land-use rights through several routes:

• State land lease with annual rent, or a one-off lump-sum lease for the whole term (the one-off route carries fuller rights to transfer, sublease and mortgage during the lease).
• State land allocation with a land-use levy for certain housing projects.
• Transfers of land-use rights and attached assets within industrial parks, industrial clusters and economic zones — a notable expansion under the 2024 law, where previously FIEs could mostly only lease or sublease.

Typical lease terms run up to 50 years, extendable, with up to 70 years possible for projects in disadvantaged areas. The company owns the buildings and assets it constructs or acquires on that land for the term.

What a company cannot do is convert “I want to live here” into “I now own land freehold.” An FIE is licensed for a registered business purpose — operating a hospitality business, developing a project, leasing commercial space. It is not a passive bucket for holding your personal apartment, and using one that way invites tax, accounting and licensing problems with little upside.

If your business is real estate, note the Law on Real Estate Business 2023 (Law No. 29/2023/QH15, effective 1 January 2025). It dropped the old flat VND 20 billion minimum charter capital in favour of a minimum equity-ratio rule for developers (broadly, larger projects require at least 15% equity, smaller projects at least 20%), and it lets qualifying foreign-invested organisations conduct a fuller range of real-estate activities closer to domestic companies. These thresholds and the rules around them are indicative and change — verify current figures with counsel.

The honest cost and compliance picture

This is the part the “just set up a company” advice skips. An FIE is not a one-time cost; it is an ongoing obligation machine.

Cost / obligation	What to expect (indicative, 2026)
Setup (IRC + ERC)	Investment Registration Certificate then Enterprise Registration Certificate; typically a few weeks end-to-end
Capital contribution	Charter capital generally paid in within ~90 days of the ERC
Corporate seal + digital signature	Small one-off costs (seal modest; e-signature token a low-hundreds USD multi-year subscription)
Bookkeeping	Monthly accounting fees, ongoing
Mandatory audit	FIEs must have annual financial statements independently audited — commonly a four-figure USD amount per year
Corporate income tax (CIT)	Standard 20%, with quarterly provisional payments
VAT	Standard 10% on applicable activity, with periodic filings
Other	Foreign contractor withholding, licensing renewals, statistical/investment reports

For a single residential apartment, this overhead is wildly disproportionate. You would be paying thousands of dollars a year in compliance to hold an asset that an individual can own with a one-page certificate and no audit. That is why, for a home, a company is usually the wrong tool.

Figures above are indicative and change frequently — get a current quote from a Vietnamese accounting/tax firm before relying on them.

When a company structure genuinely makes sense

A company is the right answer when you have a real business reason for it, not a workaround. Good fits include:

• You operate a genuine business on the property — a hotel, serviced apartments, a restaurant, a co-working space, a clinic. You need the company anyway, and it holds the commercial premises.
• A portfolio of commercial assets — offices, retail, warehousing, industrial space — where you want corporate ownership, financing, and the ability to bring in partners or sell shares.
• Development — you are building or co-developing a project and need to hold project land-use rights and licences as a developer under the Law on Real Estate Business.
• Industrial / economic-zone land — manufacturing or logistics, where leasing or receiving transfers of LUR inside an industrial park is exactly what FIEs are built for.

In all of these, the company isn’t a disguise for personal ownership; it is the legitimate operating vehicle for an actual enterprise. The compliance cost is justified because the business generates the activity that compliance exists to govern.

When individual leasehold is simpler

Conversely, the individual route usually wins when:

• You want one home, a second home, or a single buy-to-let apartment.
• You value simplicity and low running costs over corporate flexibility.
• You don’t have a registered business that needs the property.
• You qualify to buy in an eligible commercial project within the foreign quota.

In short: buy as a person unless you have a business reason to be a company.

Individual vs company: side-by-side

Factor	Foreign individual (leasehold)	Foreign-invested company (FIE)
Typical use case	Home, second home, single rental unit	Operating business, commercial portfolio, development
What you hold	Apartment/house ownership for ~50 yrs (renewable)	Land-use rights (lease/allocation/transfer) + buildings, for the project term
Underlying land	Never owned; not in your name	Never owned; LUR held by company for term
Residential quota	Subject to 30% per-building / ward caps	Different track; not a quota loophole
Setup complexity	Low — sign SPA, get certificate	High — IRC, ERC, capital, licences
Annual compliance	Minimal	Audit, CIT, VAT, reporting — significant
Running cost	Very low	Thousands of USD/yr typical
Best when…	You want a place to live or a simple rental	You run a real business or develop property
Worst when…	You genuinely need to operate a business on-site	You just want to hold a single residence

The illegal nominee-company trap

Now the dangerous part. Because foreigners can’t own land and face quotas on housing, some buyers are tempted by a “nominee” structure: a Vietnamese person — or a company that is Vietnamese on paper but foreign-funded in reality — holds the property, while a private side agreement says the foreigner is the “true” owner.

This is not a structure. It is a risk. Vietnamese law recognises the person or entity named on the certificate as the owner. The side agreement designed to circumvent ownership rules can be treated by a court as a sham transaction and declared null and void. If that happens:

• The foreigner has no enforceable claim to the asset — only the registered nominee is protected.
• The foreigner is entirely dependent on the nominee’s cooperation to sell, refinance, or recover value.
• There is exposure to administrative fines and, in serious cases, more severe consequences for circumventing the law.

A foreign-funded “Vietnamese” shell created purely to dodge restrictions is the corporate version of the same trap, and it fails for the same reason. If anyone markets a company as a way to “secretly own land” or “beat the 30% quota,” walk away. We cover this pattern alongside other warning signs in Vietnam property scams & red flags.

The legitimate alternatives are the boring ones: own as an individual where you can, or build a properly licensed FIE for a real business. There is no honest third option.

How to decide — and verify

A simple decision path:

1. State your real purpose. Home or rental? Lean individual. Operating business or development? Lean company.
2. Check eligibility. For an apartment, confirm the project is foreign-eligible and within quota. For a company, confirm your activity is open to foreign investment and meets any capital/condition rules.
3. Price the whole life, not just the purchase. For a company, include audit, tax and accounting for every year you’ll hold it.
4. Run due diligence on the specific asset and seller before any money moves — see our Vietnam property due diligence checklist.
5. Get independent professional sign-off. A licensed Vietnamese lawyer for the structure and certificate, a tax adviser for the numbers.

Do not let a broker or “fixer” choose the structure for you based on what is easiest to sell. The structure should follow your purpose and the law — not the other way around.

Talk to Happy Land

We work with foreign buyers every day and we will tell you honestly which route fits your situation — including when the answer is “you don’t need a company at all.” We sell genuine, foreign-eligible units from licensed developers at developer prices, with live inventory, so you can compare like-for-like before committing.

Message us on Zalo or WhatsApp with what you’re trying to do — a home, a rental, or a business — and we’ll walk you through the realistic options and connect you with independent legal and tax professionals for sign-off. You can also browse our project listings to see what’s currently available to foreigners.

This article is general information only and is not legal, tax or investment advice. Vietnamese laws, rates and figures cited (Land Law 2024, Housing Law 2023, Law on Real Estate Business 2023, Law on Enterprises, Law on Investment, CIT/VAT rates) are indicative for 2026 and subject to change. Always engage a licensed Vietnamese lawyer and tax adviser before making any property or company decision.