10/08/2025 10:35 (GMT+07:00)
MOJ sent an official letter to the Ministry of Construction (MOC) providing feedback on the proposal regarding the state-managed Real Estate and Land Use Rights Transaction Center project.
The proposal said the Center would have the authority to “confirm” transactions by text message or confirmation paper, and that the Center’s confirmation has the value of a “valid transaction”.
This implies that contracts and transactions requiring mandatory notarization under the law would not need notarization, but could be directly concluded at the Center (except for transactions conducted through private real estate brokerage firms or exchanges).
However, MOJ believes this requires research and careful consideration. The ministry stated that assigning the Center the authority to confirm transactions in place of notarization and authentication is “not suitable for the nature and value of notarization activities.”
“During the development of the Real Estate Business Law 2023, Housing Law 2023, Land Law 2024, and Notarization Law 2024, the Ministry repeatedly emphasized the undeniable role of notarization in providing public services (not administrative procedures), ensuring the legality of transactions, and preventing risks, including legal risks and other disputes,” the Ministry said.
Consequently, the Ministry proposed refining the proposal to clearly separate the function of organizing transactions from the function of notarizing real estate transactions, stating that “these two functions must not be merged into a single administrative institution.”
For real estate transactions in the secondary market, the process should be similar to transactions conducted through private real estate brokerage firms or exchanges.
Specifically, parties would execute contracts at notarization organizations, and the documents would be sent to the Center for subsequent steps.
The Center’s role would be to provide administrative procedure guidance, technical support for forms, and process instructions, but it should not evaluate the content or verify the legality of transactions nor perform the specialized legal review functions of notaries.
The parties in transactions would establish a contract at a notary public organization, while the documents would be sent to the Center for the next steps.
The Center would be responsible for advising on administrative procedures, providing technical support on forms, and guiding the reception process, but would not be allowed to appraise the content or check the legality of the transactions, and would not perform specialized legal checking functions like a notary.
Center’s authority
MOJ assessed that some of the proposed Center’s tasks and powers appear to exceed the current legal framework.
For example, the Real Estate Business Law 2023 stipulates that real estate exchanges must be organized as registered businesses. The proposal suggests establishing the Center as a public service unit without corporate legal status.
The Center would be tasked with handling nearly the entire real estate transaction process, from checking planning and verifying information to providing legal advice, receiving documents, confirming contracts, handling tax payments and issuing land titles. These functions are currently managed by at least five different agencies, governed by various legal regulations.
MOJ noted that the proposal designs a “simple” transaction process for land use rights and real estate, which is not suitable for the diverse scenarios that may arise in practice. Examples include cases where the legal capacity of parties, the marital status of parties, or properties under mortgage are unclear.
Additionally, the draft does not clearly define whether the transactions at the Center involve primary or both primary and secondary markets, nor does it specify that the Center’s transactions are limited to the sale and transfer of real estate.
“The draft also fails to clarify the Center’s responsibilities or those of its staff in confirming transactions when disputes, errors, or issues affecting the legal safety of transactions arise. It also lacks a compensation mechanism similar to that of notarization activities,” the Ministry’s document stated.
Furthermore, while the draft references the organizational model and operational mechanism of the Vietnam Stock Exchange as a template, it does not thoroughly point out the legal differences between the types of assets traded on the stock exchange and real estate.
Hong Khanh
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