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Deposit agreement: what it is, why it matters, how to obtain it
What is a deposit agreement for a Vietnam property purchase?
Deposit agreement at a glance
Document- Vietnamese name
- Hợp đồng đặt cọc (đặt cọc)
- Literally: “deposit contract” — a general civil-law instrument, not a property-specific one
- Issued by
- Not a government document — a private contract between buyer and seller, or buyer and developer
- Usually drafted by the seller's agent or lawyer; a notary may also prepare it
- When you sign it
- After price and terms are agreed, before the notarised Sale & Purchase Agreement
- See our step-by-step buying process
- Typical amount
- Commonly 5–30% of the agreed price
- No statutory minimum or cap — individually negotiated between the parties
- Notarisation
- Not legally required, but strongly recommended for larger sums
- The Civil Code 2015 does not mandate notarisation of deposit contracts
- Language
- Usually drafted in Vietnamese only
- A bilingual Vietnamese–English version, reviewed by an independent lawyer, is strongly advised
- Governing law
- Civil Code 2015 (deposit provisions); Housing Law 2023 for the underlying sale
- In force since 1 January 2025
- Required for
- Reserving a specific unit ahead of the SPA — it is not proof of ownership
- Ownership is only registered later, via the Pink Book
Specimen: a Hanoi property deposit agreement
How a deposit agreement comes together
⏱ 3 days to about 2 weeks
There is no government office involved — a deposit agreement is negotiated and signed directly between the parties. What follows is the sequence a foreign buyer should expect, from first agreement on price to the handover into the full Sale & Purchase Agreement.
- 1
Agree price and terms with the seller
⏱ 1–3 days
Once you and the seller — or, for an off-plan unit, the developer's sales office — agree on price, payment schedule and handover timing, either side can draft the deposit agreement. For a resale unit this is usually the seller or their agent; a developer will supply its own standard template.
DocumentsPassport · Proof of funds (recommended)
⚠Never transfer a deposit before you have a signed, dated document in hand — a verbal promise or an agent's invoice is not a deposit agreement and gives you no forfeiture protection.
- 2
Have the draft reviewed before signing
⏱ 1–3 days◈ €150–€500 for an independent legal review
Ask an independent, licensed Vietnamese lawyer to check the seller's identity against the Pink Book, the exact deposit amount stated in words and figures, the forfeiture and refund clause, and the deadline for signing the Sale & Purchase Agreement.
DocumentsDraft deposit agreement · Seller's Pink Book copy
⚠A one-sided forfeiture clause — you lose the deposit if you withdraw, but the seller owes nothing if they do — is the single most common trap in resale deposit agreements.
→ law firms - 3
Sign and pay the deposit
⏱ Same day◈ Commonly 5–30% of the agreed price
Sign in person where possible, or from abroad via a notarised power of attorney given to a trusted representative. Pay by bank transfer rather than cash wherever you can, and keep the transfer receipt — it is your proof of payment and, later, evidence of the foreign-sourced capital used for the purchase.
DocumentsSigned deposit agreement · Bank transfer receipt
- 4
Move to the Sale & Purchase Agreement
⏱ 2–6 weeks after signing
The deposit agreement is superseded once the notarised Sale & Purchase Agreement is signed, and the amount you paid is normally credited against the purchase price rather than paid a second time. Track the deadline written into the deposit agreement carefully — missing it can void the protection it was meant to give you.
DocumentsSale & Purchase Agreement
What a deposit agreement costs
The deposit itself is a payment toward the purchase price, not a fee — it is normally credited against the Sale & Purchase Agreement. Worked example on a €530,000 apartment, the Tây Hồ median used consistently across our guides.
| — | Min | Max | Base |
|---|---|---|---|
| Deposit amountNo statutory minimum or cap — negotiated between the parties; check the refund conditions before you pay | 5% | 30% | % of agreed priceBuyer, on signing |
| Notary fees (if notarised)Not mandatory under the Civil Code 2015, but advisable once the sum is significant | €100 (≈ 2,750,000 VND) | €400 (≈ 11,000,000 VND) | one-off, optionalBuyer, at a notary office |
| Certified translationUseful if you will rely on the document from abroad; the Vietnamese original remains binding | €80 (≈ 2,200,000 VND) | €250 (≈ 6,900,000 VND) | one-offBuyer, if no bilingual version exists |
| Independent legal reviewVerifies the seller's title and the forfeiture/refund clause before money changes hands | €150 (≈ 4,100,000 VND) | €500 (≈ 13,800,000 VND) | one-off, recommendedBuyer, before signing |
| Total | ≈ €330 (≈ 9,100,000 VND) — excl. the deposit itself | ≈ €1,150 (≈ 31,700,000 VND) — excl. the deposit itself |
Example: €530,000 apartment (Tây Hồ median), 10% deposit
- Deposit (10%)
- €53,000 (≈ 1.46 billion VND)
- Notary fee
- €250 (≈ 6,900,000 VND)
- Certified translation
- €150 (≈ 4,100,000 VND)
- Independent legal review
- €300 (≈ 8,300,000 VND)
- Σ
- €53,700 (≈ 1.48 billion VND)
Civil Code 2015 (deposit provisions) · Housing Law 2023
Frequently asked questions
What is a deposit agreement?
A deposit agreement (hợp đồng đặt cọc) is a private contract in which a buyer pays a sum — commonly 5–30% of the agreed price — to secure a specific property ahead of the notarised Sale & Purchase Agreement. It is governed by the general deposit provisions of the Civil Code 2015, not by property-specific legislation.
What is the interest rate for deposits in Vietnam?
A property deposit is an advance toward the purchase price, not a savings product, and it does not automatically earn interest unless the agreement says so. Do not confuse it with a bank term-deposit account: that is a separate banking product whose interest rate is set by each bank and changes regularly, so ask your bank directly for current rates.
Is a deposit agreement legally binding in Vietnam?
Yes. Once signed, a deposit agreement is a binding civil contract. Under the Civil Code 2015, if the buyer withdraws the deposit is generally forfeited, and if the seller withdraws they typically must return the deposit plus a further sum — unless the contract states otherwise, which is exactly why precise wording matters.
Is the deposit refundable if the sale falls through?
It depends entirely on the clause you signed. A well-drafted agreement should specify exactly which failures — a title defect, a missing foreign-ownership quota, financing falling through — entitle you to a full refund. Without that clause, a Vietnamese court applies the default Civil Code forfeiture rule, which rarely favours the buyer.
Does a deposit agreement need to be notarised?
No — notarisation is not a legal requirement for a deposit agreement under the Civil Code 2015. For larger sums, however, having it notarised, or at minimum reviewed by an independent lawyer, materially reduces the risk of a disputed or unenforceable clause.
Can a foreigner sign a deposit agreement before arriving in Vietnam?
Yes, via a notarised power of attorney given to a trusted representative, typically a lawyer. The underlying rules for foreign ownership — the 50-year term and the 30% per-building quota — still apply once you move to the Sale & Purchase Agreement, so eligibility should be checked before, not after, you pay a deposit.
What happens after the deposit agreement is signed?
The parties move to the notarised Sale & Purchase Agreement within the deadline set in the deposit agreement — commonly two to six weeks. The amount you paid as deposit is normally credited against the purchase price rather than paid a second time.
Sources
- Civil Code 2015 (Bộ luật Dân sự), No. 91/2015/QH13 — general provisions on deposits (đặt cọc).
- Housing Law 2023 (Luật Nhà ở), No. 27/2023/QH15 — governs the notarised Sale & Purchase Agreement that follows the deposit and the foreign-ownership rules referenced in this guide.
Have your deposit agreement reviewed before you sign
Send us the draft, together with the seller's Pink Book, and our Hanoi advisory desk checks the deposit amount, the forfeiture clause and the seller's title before you pay. We reply within 24 hours — no obligation, and never a substitute for your own lawyer.