Land Law No. 31/2024/QH15, dated 18 January 2024 ("Land Law 2024"), took effect on 1 August 2024. Since then, the land legal framework has been adjusted several times to deal with problems that came up in practice, mainly through Decree No. 49/2026/ND-CP, Resolution No. 171/2024/QH15 and Resolution No. 254/2025/QH15. The draft Land Law published on 12 September 2026 (the “Draft”) is designed as an entirely new law to replace Land Law 2024, with an expected effective date of 1 March 2027.

Beyond formally codifying certain relief mechanisms already applied in practice through implementing guidance, the Draft proposes a range of significant adjustments relating to land-use planning, land access, land recovery and compensation, land allocation and lease, financial obligations, and land data management. This Legal Briefing covers the changes that most directly affect access to land, site clearance, project implementation procedures, the structure of financial obligations, and the feasibility of real estate projects.

1. Restructuring the Land-Use Planning System (Article 61, Land Law 2024)

The current land-use planning system comprises five tiers, with district-level plans running for a 10-year term . The Draft restructures this system to align with the two-tier local government model, removing the district tier and introducing a new commune-level land-use plan, as shown below:

Under this new mechanism, commune-level land-use plans will have a more direct impact on project implementation, as the Draft identifies them as one of the bases for land allocation, land lease and permission to change land-use purpose in the relevant cases. For communes that have not yet approved their land-use plans by 2030, transitional arrangements under the Draft allow plans and planning instruments approved before 1 July 2025 to continue serving as the relevant basis during this period.

2. Reorganising Land Administration Authority (Article 123, Land Law 2024)

Authority to allocate land, lease land and permit changes of land use is currently divided across three tiers, according to the category of land user involved . The Draft reorganises this authority under the two-tier local government model, though it currently retains two unresolved options:

Which option prevails will determine where applications are filed and how quickly land-related procedures are processed, so this is a point that warrants continued monitoring as the Draft is finalised.

3. Land Access for Socio-Economic Development Projects (Articles 79 and 127, Land Law 2024)

3.1. State land recovery where agreement is reached with a majority: Resolution No. 254/2025/QH15 (“Resolution 254”) has allowed a provincial People’s Council to approve the recovery of the remaining land area in a project once the developer has reached agreement covering more than 75% of the project area and more than 75% of the affected land users, following the expiry of the agreement period or any extension . The Draft records this principle directly into law for economic development projects, construction projects, and urban and rural renewal projects. Because the thresholds for land area and for the number of land users must both be exceeded 75% at the same time, a project with an uneven land-ownership structure  may still reach a deadlock even if most landowners have agreed. The Draft also codifies the compensation top-up mechanism already applied under Resolution 254: where a developer has voluntarily advanced compensation funds to expedite site clearance and the compensation rate for a particular parcel turns out lower than the average rate agreed with other landholders, the shortfall is paid to the affected land user, and the developer may include the advance in its project investment costs . Both mechanisms directly affect how investors build their negotiation strategy for site clearance.

3.2. Commercial housing projects: A more notable change concerns the agreement-based land-use-rights mechanism for commercial housing projects. Article 127.1 of Land Law 2024 currently currently allows socio-economic development projects to be implemented through agreements to receive land use rights, or on the basis of land use rights already held by the investor, in three groups of cases: (1) projects not subject to land recovery by the State for socio-economic development in the national or public interest; (2) projects subject to land recovery but not using State budget capital; and (3) commercial housing construction investment projects, where agreements are permitted only for residential land. The Draft retains groups (1) and (2) as they currently stand, but no longer keeps commercial housing projects as a separate group (3). As a result, commercial housing projects falling within groups (1) and (2) may use the agreement mechanism without being limited to transfers of residential land. This is the same expansion that has been piloted under Resolution No. 171/2024/QH15 since 1 April 2025. The Draft places this pilot mechanism within a more stable legal framework and widens the scope of land that may be agreed for commercial housing projects compared with Land Law 2024, helping to remove a legal obstacle that many such projects currently face.

4. Streamlining Land Allocation, Land Lease and Change-of-Land-Use Procedures (Articles 117 and 121, Land Law 2024)

4.1. Streamlining the land allocation and lease procedure: Under Land Law 2024, land that is currently managed or used by another party may be allocated or leased by the State only after a land recovery decision has been issued and compensation, support and resettlement have been completed (except in the case of a transfer of a real estate project). The Draft removes the requirement to complete compensation, requiring only that a recovery decision has already issued before the land allocation or lease decision is made. If adopted in this form, a developer could receive its land allocation or lease decision earlier, giving it a legal basis to commence project procedures without waiting for site clearance to be completed. However, investors need to consider how this change affects cash flow and project schedules. Under Article 155.3(a) of Land Law 2024, where the State allocates or leases land, land use fees and land rent are calculated as of the date of the land allocation or land lease decision (a principle the Draft carries over, with no change in substance). The financial obligation therefore arises as soon as the decision is issued, while construction can in practice begin only after the site has been handed over. Investors should therefore account for the gap between the date the financial obligation arises and the date the project can actually be exploited and carried out when preparing their cash flow plans.

4.2. Fewer cases requiring approval to change land use: The number of cases requiring approval to change the purpose of land use is expected to fall from seven categories under Land Law 2024 to five under the Draft, as two internal conversions within the non-agricultural land group would no longer require separate approval: converting public-service land or commercial public-purpose land into non-agricultural production or business land, and converting non-agricultural production or business land into commercial or services land.

5. Financial Obligations Relating to Land: Land-Rent Payment Method and Compensation Pricing (Articles 30 and 91, Land Law 2024)

5.1. Converting the land-rent payment method: Article 30.2 of Land Law 2024 only permits a land user paying land rent as a lump sum for the entire lease term to convert to annual payment; conversion in the opposite direction is not allowed. The Draft provides that a land user leasing land from the State may choose, when applying for the lease, to pay land rent either as a lump sum for the entire term or annually (codifying a similar mechanism already set out in Article 4.2 of Resolution 254). Lump-sum payment for the entire term is, however, mandatory for two groups of projects: (i) infrastructure business projects in industrial parks, industrial clusters, concentrated digital technology zones and hi-tech zones, carried out on non-agricultural production or business land; and (ii) tourism real estate business projects. During the course of land use, a land user retains the right to request the State’s consideration and approval to convert the payment method. The mandatory lump-sum requirement bears directly on the capital structure and cash flow of investors in these groups: paying land rent upfront for the entire term may significantly increase capital requirements in the early stage of a project, but it should also give investors greater certainty in financial planning over the project’s operating life.

5.2. compensation pricing: Article 91 of Land Law 2024 originally required compensation to be calculated on the specific land price as at the date the compensation plan is approved. With effect from 1 January 2026, Article 3.6 of Resolution 254 modified this approach, so that compensation is now based on the land price in the land price table combined with an adjustment coefficient. The Draft carries this mechanism into the law and adds specific calculation criteria: the area, term, purpose and form of land use; the land price in the price table and the adjustment coefficient; and the compensation ratio for each type of land. Moving away from a project-specific process for determining a specific land price may shorten the time needed to determine financial obligations. In exchange, developers will need to review the applicable land price table, adjustment coefficient and compensation ratio for each locality at an early stage, ideally when selecting a project site, since these factors will directly determine compensation costs.

6. Land Database

6.1. Electronic certificates: Article 134 of Land Law 2024 governs the certificate of land use rights and ownership of assets attached to land (the “Certificate”) but does not directly address an electronic form. Article 50 of Decree No. 101/2024/ND-CP already recognises an electronic Certificate as having the same legal validity as a paper one. Under the Draft, this electronic form is expected to be recognised directly at the statutory level, confirming that a Certificate may be issued in paper or electronic form, with both forms carrying equal legal validity.

6.2. Strengthening the National Land Database: The Draft also provides that each land parcel will be assigned a unique identification code nationwide, and that data held in the National Land Database will carry official evidentiary value. Agencies handling administrative procedures may not require citizens or businesses to resubmit information already available and retrievable from the database. The Draft is intended to synchronise and centralise the management of land data, which should make the investment and land-use environment more transparent and support legal due diligence and the verification of information between the parties to a real estate transaction. In addition, a synchronised database may help remove administrative-boundary barriers currently affecting the notarisation of land-related transactions. Access to the data, however, remains limited. Under Decree No. 101/2024/ND-CP, organisations and individuals may retrieve land data online through the national land information portal, public administrative service portals, web services/APIs, or directly from the data-providing agency , but information identifying a land user or the owner of assets attached to land may only be released with that person’s consent, except where required for investigation, judgment enforcement, handling of violations, or State administration .

CONCLUSION

The Draft primarily elevates mechanisms already applied under Resolution 254/2025/QH15, Resolution 171/2024/QH15 and Decree No. 49/2026/ND-CP to the level of law. The most significant changes compared with the current regime are the removal of the requirement to complete compensation before land allocation or lease, the narrowing of cases requiring approval to change land use, and the mandatory lump-sum payment of land rent for certain categories of projects. Several matters remain unresolved, in particular the division of authority to allocate and lease land between the provincial and commune levels. As the Draft remains under development, investors should continue to monitor the version submitted to and passed by the National Assembly and assess its impact against the specific legal status of each project.

Disclaimer: This Legal Briefing is intended to provide updates on the Laws for information purposes only, and should not be used or interpreted as our advice for business purposes. LNT & Partners shall not be liable for any use or application of the information for any business purpose. For further clarification or advice from the Legal Briefing, please consult our lawyers: Mr. Tran Thai Binh at binh.tran@lntpartners.com or Ms. Duong Thi Minh Han at minhhan.duong@lntpartners.com.