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Sales & Purchase Agreement (SPA): what it is, why it matters, how to obtain it
What is a Sales & Purchase Agreement for a Vietnam property purchase?
Sales & Purchase Agreement at a glance
Document- Vietnamese name
- Hợp đồng mua bán (HĐMB)
- Literally “sale-purchase contract” — the primary transfer contract, distinct from the deposit agreement (đặt cọc) that usually precedes it
- Issued by
- Not a government document — for off-plan or new-build units it is the developer's own standard-form contract; for a resale it is negotiated between buyer and seller
- A licensed notary drafts or certifies resale contracts; developer contracts follow a template registered with the local Department of Construction
- When you sign it
- After the deposit or booking stage, once price, unit specification and payment schedule are finalised — before handover and before Pink Book registration
- See our step-by-step buying process guide
- Typical cost
- No statutory signing fee for the SPA itself — related costs are notarisation (resale only), certified translation and independent legal review
- See the full cost breakdown below
- Notarisation
- Required for resale contracts between individuals; developer sales generally use a registered standard-form contract that does not require notarisation
- Housing Law 2023 and its implementing decrees set the applicable framework
- Language
- Drafted in Vietnamese; many developers also issue an English courtesy translation
- The Vietnamese text is the only legally binding version
- Governing law
- Housing Law 2023 · Land Law 2024 · Decree 95/2024/ND-CP
- In force since 1 January 2025
- Required for
- Establishing your ownership claim and the file basis for later Pink Book registration
- Signing the SPA is not, by itself, proof of ownership
Specimen: a Hanoi Sales & Purchase Agreement
How a Sales & Purchase Agreement comes together
⏱ 2 to 6 weeks from draft to signature
The SPA is negotiated once your deposit or booking agreement is in place. What follows is the sequence our desk sees most often for a foreign buyer in Hanoi, from receiving the draft to the point where it becomes the basis for your Pink Book file.
- 1
Receive and review the draft SPA
⏱ 3–7 days
The developer — or, for a resale, the seller's lawyer — issues the draft contract once your deposit is confirmed and the unit specification is locked. Check it against the reservation or deposit agreement: price, unit number, floor area and payment schedule should match exactly.
DocumentsDraft SPA · Deposit or booking agreement · Passport
⚠A draft that changes the floor area, price or payment milestones from what you were originally quoted is a common source of dispute — flag any discrepancy before you sign, not after.
→ law firms - 2
Have the contract reviewed independently
⏱ 3–7 days◈ €150–€600 for an independent legal review
Ask a licensed Vietnamese lawyer, independent of the developer or the seller's agent, to check the price stated in words and figures, the payment schedule, the handover date, the foreign-ownership quota status of the building, and the penalty clauses for late payment or late handover on either side.
DocumentsDraft SPA · Project's foreign-ownership quota confirmation, where available
⚠A payment schedule that front-loads most of the price before any real construction milestones is a higher-risk profile — compare it against the project's actual progress on site.
→ law firms - 3
Sign — and notarise, if the sale is a resale
⏱ Same day
For an off-plan or new-build purchase from a developer, you sign the developer's registered standard-form contract, generally without notarisation. For a resale between individuals, the contract must be notarised, in person or via a notarised power of attorney if you are signing from abroad.
DocumentsSigned or notarised SPA · Passport · Power of attorney (if signing from abroad)
→ law firms - 4
Pay according to the schedule set in the SPA
⏱ Ongoing, over the construction or handover period
Instalments are paid by bank transfer against the milestones written into the contract — commonly tied to construction progress for off-plan units. Keep every transfer receipt: together with the SPA, they form part of your file for later Pink Book registration.
DocumentsBank transfer receipts
- 5
Move to handover and Pink Book registration
⏱ Following full payment and handover
Once the final instalment is paid and handover minutes are signed, the SPA becomes the core document in your ownership-registration file at the district Land Registration Office.
DocumentsHandover minutes · Full payment receipts
What signing a Sales & Purchase Agreement costs
The purchase price itself is paid according to the SPA's own schedule and is not shown here — this table covers the costs of preparing, checking and signing the contract. Worked example on a €530,000 apartment, the Tây Hồ median used consistently across our guides.
| — | Min | Max | Base |
|---|---|---|---|
| Notary fees (resale contracts only)Not applicable to standard-form developer sales, which are generally not notarised | €150 (≈ 4,100,000 VND) | €500 (≈ 13,800,000 VND) | one-off, value-linkedBuyer, at a notary office |
| Certified translationThe Vietnamese text remains the only legally binding version | €100 (≈ 2,750,000 VND) | €300 (≈ 8,300,000 VND) | one-offBuyer, if no bilingual version exists |
| Independent legal reviewChecks the price, payment schedule, handover date and quota status | €150 (≈ 4,100,000 VND) | €600 (≈ 16,600,000 VND) | one-off, recommendedBuyer, before signing |
| Maintenance fund contributionStandard sinking-fund contribution for new developments | 2% | 2% | % of price, off-plan/new-buildBuyer, typically with the final instalment |
| Total | ≈ €400 (≈ 11,000,000 VND) — excl. the purchase price and maintenance fund | ≈ €1,400 (≈ 38,600,000 VND) — excl. the purchase price and maintenance fund |
Example: €530,000 apartment (Tây Hồ median), off-plan purchase
- Independent legal review
- €350 (≈ 9,700,000 VND)
- Certified translation
- €180 (≈ 5,000,000 VND)
- Maintenance fund (2%)
- €10,600 (≈ 292,000,000 VND)
- Σ
- €11,130 (≈ 307,000,000 VND)
Housing Law 2023 · Decree 95/2024/ND-CP
Lawyers who review Sales & Purchase Agreements for foreign buyers
Frasers Law Company
★Premier cabinet à avoir obtenu une licence de cabinet étranger au Vietnam (32 ans, 17 practices). Corporate & M&A, Real Estate & Construction, banking & finance, foreign investment, data protection, compliance. Conseil international pour entreprises étrangères investissant au Vietnam.
Ho Chi Minh City + Hanoi · EN, VN
Vision & Associates
★Investissement étranger, immobilier, corporate/M&A, propriété intellectuelle, conseil - ~90 avocats/conseils
Hanoi · Vietnamien, Anglais
GV Lawyers (Global Vietnam Lawyers)
★Conveyancing immobilier, due diligence, acquisition foncière, conseil aux acheteurs étrangers, transactions résidentielles/commerciales
Ho Chi Minh City · Vietnamien, Anglais
Russin & Vecchi
★Cabinet international parmi les premiers cabinets étrangers licenciés au Vietnam (1993, ~4 associés/20 avocats). 17 domaines dont Real Estate & Construction, FDI & corporate, M&A, IP, banking/capital markets, employment, fiscalité. Sert investisseurs étrangers (référencé pour l'assistance juridique par l'ambassade US).
Ho Chi Minh City + Hanoi · EN, VN
Frequently asked questions
What is a Sales & Purchase Agreement in Vietnam?
A Sales & Purchase Agreement (hợp đồng mua bán) is the contract that fixes the price, unit description, payment schedule and handover date for a property purchase. It supersedes any earlier deposit or booking agreement and becomes the basis for later ownership registration.
Does a Sales & Purchase Agreement need to be notarised?
It depends on the type of sale. A resale between individuals must be notarised. A purchase from a developer generally uses a registered standard-form contract, which does not require notarisation — your lawyer can confirm which applies to your specific unit.
Is there a free Sales & Purchase Agreement template I can use?
We advise against relying on a generic downloaded template. Developer contracts follow a form registered with the local Department of Construction, and resale contracts are drafted or certified by a notary — a mismatched template can omit clauses you need. Our specimen above shows the fields to check on your own draft.
Can I sign the SPA before the unit is finished?
Yes — for off-plan purchases this is the normal sequence, with payment instalments tied to construction progress rather than to completion. Ask about the developer's bank guarantee for the project before you pay any instalment ahead of handover.
What happens if the developer misses the handover date written into the SPA?
A well-drafted SPA includes a penalty clause for late handover, usually a daily or monthly percentage of the amount paid. Check this clause — and whether it is mutual, applying equally if you are late on a payment — before you sign, not after a delay occurs.
Can I sign a Sales & Purchase Agreement remotely, from abroad?
Yes, via a notarised power of attorney given to a trusted representative, typically a lawyer. The underlying eligibility rules for foreign buyers — the 50-year ownership term and the 30% per-building quota — still apply regardless of where you sign.
How does the SPA relate to my Pink Book?
The SPA is not itself proof of ownership. Once it is fully executed, paid and handover minutes are signed, it becomes the core document in the file used to register your title — the Pink Book — at the district Land Registration Office.
Sources
- Housing Law 2023 (Luật Nhà ở, No. 27/2023/QH15) — governs the sale and purchase contract for residential property
- Land Law 2024 (Luật Đất đai, No. 31/2024/QH15) — governs land-use rights underlying the property title
- Decree 95/2024/ND-CP — implementing decree detailing the Housing Law 2023's application, including notarisation and standard-form contract requirements
Have your Sales & Purchase Agreement reviewed before you sign
Send us the draft, together with the project name and your payment schedule, and our Hanoi advisory desk checks the price, the payment milestones and the handover clause before you sign. We reply within 24 hours — no obligation, and never a substitute for your own lawyer.