Sample Template For Land Use Rights Transfer Contract

Sample Template For Land Use Rights Transfer Contract

SOCIALIST REPUBLIC OF VIETNAM

Independence – Freedom – Happiness

Date, month, year

LAND TRANSFER CONTRACT No. ………./….

Pursuant to the Civil Code dated November 24, 2015;

Pursuant to the Land Law dated November 29, 2013;

Pursuant to the Real Estate Business Law dated November 25, 2014; Pursuant to Decree No. ……/ …../NĐ-CP dated …….month ……year …… of the Government detailing the implementation of some articles of the Real Estate Business Law;

Pursuant to Decree No. ……/ …../NĐ-CP dated …….month ……year …… of the Government detailing the implementation of some articles of the Land Law;

Other legal basis……

We, the two parties, are as follows:

TRANSFEROR

• Organization name: ……
• Business registration certificate/Investment registration certificate number: ……
• Legal representative: ……Position: …… (In case of a proxy, it shall be recorded according to the power of attorney (written authorization) number ….. (if any). Identity card (passport) number: ……. issued on: ……/…. /….., at…………..)
• Address: ……
• Contact phone number: …….Fax: ………..
• Account number: ……..At Bank: …….
• Tax code: …………

TRANSFEREE

• Organization, individual name……
• Identity card / passport number: …..issued on:…./…./….., at …….
• Place of residence: ………..
• Contact address:… ……
• Contact phone number: ………….Fax (if any): …………..
• Account number (if any): …………At Bank ………….
• Tax code (if any): ………………….. 

The two parties agree to carry out the land use right transfer in accordance with the following agreements: 

Article 1. Information on the land area to be transferred

Specific characteristics of the land plot are as follows:

• Area: ……/ m2 (In words: ……)
• Address: …………..
• Land plot number: ……….
• Map sheet number: ……….
• Form of use:……….

• Private use: …..m2;
• Common use: ……..m2;

• Purpose of use: ………
• Term of use: ……..
• Source of use: ……….
• Restrictions on land use (if any): ……………

Construction indicators of the land plot (if any) are as follows:

• Construction density: …………..
• Number of floors of the building: ………….
• Maximum height of the building: ……..
• Other indicators according to the approved planning: ………..

Other contents, information: …………..

Article 2. Transfer price

The land use transfer price is: ………đồng (In words:……… ). (The parties agree, clearly state in the contract the unit price for the transfer of land use rights per m2 of land to be transferred) This transfer price includes the value of the land use right, VAT (if the transferor is subject to VAT)

The transfer price specified in Clause 1 of this Article does not include the following items: – Preliminary registration fees, fees and fees according to the law related to the implementation of procedures for granting the Certificate of Ownership for the Transferee. These fees and fees are the responsibility of the Transferee; – Monthly management and operation fees (if any); From the date of delivery of the land to the Transferee according to the agreement in Article 4 of this contract, the Transferee is responsible for paying the management and operation fees according to the agreement in this contract; – Other costs agreed by the two parties (if any) ……

The two parties agree that from the date of delivery of the land use right and throughout the term of use of the land use right that has been transferred, the Transferee must pay the financial obligations according to the current regulations, pay the management and operation fees and other types of service fees due to the use of utilities such as: gas, electricity, water, telephone, cable television, to the service provider.

Other agreed terms (if any): (these agreements must not violate the law and social morality) …….

Article 3. Payment terms and payment period

Payment method: Payment in Vietnamese currency, in cash or through a bank in accordance with the law.

Payment period: ……(The parties agree on the progress, time, and terms of payment to be recorded in the contract). (The parties agree specifically on the progress of payment for the land transfer price, including the payment period in case of a difference in the actual land area when the land is delivered, but the payment before the delivery of the land must comply with the provisions of the Real Estate Business Law).

Other agreed terms (if any): …….

Article 4. Delivery of land and registration of ownership

Delivery of land use rights

a) The delivery of land use rights must be recorded in a minutes, in accordance with the regulations of the Land Law. b) The transferor is responsible for delivering to the transferee the legal documents on land use rights accompanying the land use rights:

• The original of the Land Use Certificate (for cases that are required to have a certificate according to the law);
• Copies of other documents as agreed: ……

c) Delivery on the ground: (the parties agree on the time, procedure, and procedures for delivering the land on the ground) ……

(For the case of transfer of land use rights in a new urban area project, an industrial park infrastructure investment project and other infrastructure investment projects to transfer land use rights with infrastructure: The transferor is responsible for delivering to the transferee the connection points of technical infrastructure for electricity supply, water supply and drainage, etc.)

Registration of land use rights

The transferor is obliged to carry out the procedures prescribed by law to register land use rights for the transferee at the competent authority prescribed by the land law (in case of transfer of land use rights in the project), except in cases where the transferee voluntarily makes the registration procedures for land use rights.

Within …… days from the date of signing this contract, the transferor is responsible for carrying out the registration of land use rights for the transferee at the competent authority prescribed by the land law.

The transferee is responsible for coordinating with the transferor to carry out the registration of land use rights at the competent authority prescribed by law.

(The parties may agree to have the transferee self-register the land use rights, in this case, the transferor must deliver to the transferee the necessary documents to apply for land use rights registration).

Other agreed terms (if any): (these agreements must not violate the law and social morality)

Article 5. Responsibility for paying taxes and fees

On the responsibility for paying taxes as prescribed: ……..

On the responsibility for paying fees and charges as prescribed: ……..

Other agreements: …….

Article 6. Rights and obligations of the parties

Rights and obligations of the transferor

6.1.1 Rights of the transferor (in accordance with Article 38 of the Real Estate Business Law):

• To request the transferee of land use rights to pay the money on time and in the manner agreed in the contract;
• To request the transferee of land use rights to receive the land on the agreed time in the contract;
• To request the transferee of land use rights to compensate for damages caused by the transferee’s fault;
• Not to deliver the land when the full amount of money has not been received, unless the parties have agreed otherwise;
• Other rights agreed by the parties (if any): (these agreements must not violate the law and social morality) ……

6.1.2 Obligations of the transferor (in accordance with Article 39 of the Real Estate Business Law):

• To provide complete and accurate information about land use rights and be responsible for the information provided;

• To transfer the land to the transferee of land use rights with the agreed area, location and condition of the land;

• To process land registration procedures in accordance with the land law regulations and deliver the Certificate of Ownership to the transferee, unless the transferee has a written request to self-process the issuance of the Certificate;

• To compensate for damages caused by its fault;

• To perform financial obligations to the State in accordance with the law;

• Other obligations agreed by the parties (if any): (these agreements must not violate the law and social morality) …….

Rights and obligations of the transferee:

6.2.1 Rights of the transferee (in accordance with Article 40 of the Real Estate Business Law):

• To request the transferor to provide complete and accurate information about the transferred land use rights;

• To request the transferor of land use rights to deliver the land with the agreed area, location and condition of the land;

• To request the transferor to process land registration procedures in accordance with the land law regulations and deliver the Certificate of Ownership to the transferee;

• To request the transferor of land use rights to compensate for damages caused by the transferor’s fault;

• To have the right to use the land from the time of receiving the land from the transferor;

• Other rights agreed by the parties (if any): (these agreements must not violate the law and social morality)

6.2.2 Obligations of the transferee (in accordance with Article 41 of the Real Estate Business Law):

• To pay money to the transferor of land use rights on time and in the manner agreed in the contract;
• To compensate for damages caused by its fault;
• To build houses, construction works in accordance with the regulations of the law and the approved planning;
• To perform financial obligations to the State in accordance with the law;
• Other obligations agreed by the parties (if any): (these agreements must not violate the law and social morality) …….

Article 7. Responsibilities for Contractual Violations

Both parties agree on the form and procedure for handling violations when the Recipient of the transfer of land use rights delays in making payments:

(The parties may agree on the following:

• If more than … days have passed from the due date for payment for the transfer of land use rights according to the agreement in Article 3, Section 2 of this contract, and the Recipient fails to make the payment, late interest will be charged on the total amount overdue at …% (…. percent) according to the interest rate (specific % interest per day or per month, with interest having a monthly or non-fixed term) agreed upon by the parties, or as per the rates announced by the Bank ………………. at the time of payment and calculated from the due date until the actual payment date;

• During the implementation of this contract, if the total time the Recipient is late in paying for all installments according to the agreement in Article 3, Section 2 of this contract exceeds the specified days, the Transferor has the right to unilaterally terminate the contract under the terms of Article 10 of this contract.

In this case, the Transferor has the right to transfer the land use rights to another customer without the consent of the Recipient, but must notify the Recipient in writing at least 30 days in advance. The Transferor will refund the amount that the Recipient has paid……..(with or without interest as agreed by the parties) after deducting compensation for the Recipient’s violation of this contract, which is …% (….. percent) of the total value of this contract (excluding taxes) (as agreed by the parties %).

Both parties agree on the form and procedure for handling violations when the Transferor is delayed in handing over the land to the Recipient: …..

(The parties may agree on the following:

• If the Recipient has already paid for the transfer of land use rights according to the agreed schedule in this contract, but beyond the specified date, from the date the Transferor is required to hand over the land as agreed in Article 4 of this contract, the Transferor still hasn’t handed over the land to the Recipient, the Transferor must pay the Recipient a penalty amount for the violation with an interest rate of …% (…. percent) (parties agree on specific % interest per day or per month, with interest having a monthly or non-fixed term) announced by the Bank at the time of payment on the total amount that the Recipient has paid to the Transferor, calculated from the agreed handover date to the date the Transferor actually hands over the land to the Recipient.

• If the Transferor is late in handing over the land for more than …. days from the agreed handover date in Article 4 of this contract, the Recipient has the right to continue to implement this contract with additional agreements on the new handover date or unilaterally terminate the contract under the terms of Article 10 of this contract.

In this case, the Transferor must refund the entire amount that the Recipient has paid (with or without interest as agreed by the parties) and compensate the Recipient for the penalty amount for the contract violation equivalent to …% (…. percent) of the total value of this contract (excluding taxes).

If the deadline for handing over the land according to the notice of the Transferor has arrived, and the land use rights are ready for handover as agreed in this contract, but the Recipient refuses to accept the handover: (parties agree on specific terms) …….

Other agreements as agreed by the parties (if any): (these agreements must not be contrary to the law and social ethics) …….

Article 8. Commitments of the Parties

Transferor’s Commitments:

• The land use right stated in Article 1 of this contract is not transferred to others, and is not prohibited from transferring under the law.
• The land use right stated in Article 1 of this contract is created in accordance with the planning, design, and approved drawings provided to the Transferee.
• Other commitments agreed upon by the parties (if any): (these commitments must not violate the law and not violate social morality)

Transferee’s Commitments:

• The Transferee has carefully reviewed the information about the transferred land use right.
• The Transferor has provided the Transferee with copies of the necessary documents, materials, and information related to the land use right. The Transferee has carefully read and understood the provisions of this contract as well as the attached annexes. The Transferee has investigated all matters that the Transferee deems necessary to check the accuracy of those documents, materials, and information.
• The amount of money paid by the Transferee for the land use right to the Transferor under this contract is legal and has no disputes with third parties. The Transferor will not be responsible for disputes over the amount of money that the Transferee has paid to the Transferor under this contract. In the event of a dispute over the land use right transfer fee, this contract will remain in effect for the two parties.
• Provide the necessary documents when the Transferor requests them in accordance with the law to process the issuance of the Certificate for the Transferee.
• Other commitments agreed upon by the parties (if any): (these commitments must not violate the law and not violate social morality)

Conclusion of the Contract:

The signing of this contract between the parties is entirely voluntary, without coercion or deception.

Invalidity of the Contract:

In the event that one or more articles, clauses, or points in this contract are declared invalid, have no legal validity, or cannot be enforced under the current law by a competent state agency, the remaining articles, clauses, or points of this contract will remain in effect for the two parties. The parties will agree to amend the articles, clauses, or points that are declared invalid or have no legal validity or cannot be enforced under the law and are in accordance with the will of the two parties.

Implementation of the Contract:

The parties commit to fulfilling the agreements specified in this contract.

Other Agreements:

Other agreements agreed upon by the parties (if any): (these commitments must not violate the law and not violate social morality)

Article 9. Termination of the Contract

Termination Events:

• Both parties agree to terminate the contract. In this case, the two parties shall enter into a written agreement specifying the terms and conditions of termination of the contract.
• The transferee fails to pay the transfer fee as agreed in point a, clause 2.2, Article 6 of this contract.
• The transferor fails to deliver the land as agreed in Article 4 of this contract.
• In the event that the party affected by an event of force majeure is unable to overcome it to continue to fulfill its obligations within … days, counting from the date of the occurrence of the force majeure event and the two parties also have no other agreement, then one of the two parties has the right to unilaterally terminate this contract and the termination of this contract is not considered a breach of contract.

Consequences of Termination of the Contract:

• The handling of the consequences of termination of the contract as stipulated in Clause 1 of this Article, such as: refunding the transfer fee, calculating interest, penalties and compensation, etc., shall be agreed upon by the two parties.
• Other agreements by the parties (if any): (these agreements must not violate the law and not violate social morality)

Article 10. Force Majeure

The parties agree to agree that one of the following cases shall be considered a force majeure event:

• Due to war or natural disasters or changes in state policies.
• Due to the implementation of decisions of competent state agencies or other cases prescribed by law.
• Due to accidents, illnesses requiring emergency treatment at medical facilities.
• Other agreements by the parties (if any): (these agreements must not violate the law and not violate social morality)

All cases of simple financial difficulties will not be considered force majeure events.

When one of the force majeure cases agreed upon in Clause 1 of this Article occurs, the party affected by the force majeure event must notify the other party in writing or in person within … days, counting from the date of the occurrence of the force majeure event (if there are documents proving the reason for force majeure, the affected party must present these documents). The failure of the party affected by the force majeure event to fulfill its obligations shall not be considered a breach of contract and shall not be the basis for the other party to have the right to terminate this contract.

The performance of obligations under the contract of the parties shall be suspended during the time of force majeure. The parties shall continue to perform their obligations after the force majeure event ends, except as provided in point d, clause 1, Article 10 of this contract.

Other agreements by the parties (if any): (these agreements must not violate the law and not violate social morality)

Article 11. Notice

Addresses for Receiving Notices from the Other Party

• Transferor:
• Transferee:

Form of Notice

• Fax
• Mail
• Telegram
• In person

Recipient of Notice

• If the Transferee is a group of people, the Transferee shall agree to appoint one representative to receive notices.
• Recipient of notice:

Notice

• Any notice, request, information, or complaint arising from this contract must be in writing.
• The parties agree that any notice, request, or complaint shall be deemed to have been received if sent to the correct address, to the correct name of the recipient of the notice, in the correct form of notice as agreed upon in Clauses 1, 2, and 3 of this Article, and within the following time periods:
  • On the day of sending in the case of hand-delivered mail with the signature of the recipient of the notice.
  • On the day the sender receives the successful fax transmission notification in the case of sending a fax.
  • On the … day, counting from the date of the postmark in the case of sending a registered mail.
  • Other agreements by the parties (if any): (these agreements must not violate the law and not violate social morality).

Change of Notice Address

• The parties must notify each other in writing if they have any proposals to change the address, form, or name of the recipient of the notice.
• If there has been a change in the address, form, or name of the recipient of the notice agreed upon by the parties, and the party with the change does not notify the other party, the sender of the notice shall not be responsible for the party with the change not receiving the notice.

Article 12. Other Agreements

• In addition to the agreements set forth in the articles, clauses, and points of this contract, the parties may agree on additional contents, but the contents agreed upon by the parties in this Article as well as in other articles, clauses, and points in the entire contract must not conflict with the contents already stipulated in the contract and must comply with the provisions of law, not violate social morality.

Article 13. Dispute Resolution

• The parties shall be responsible for agreeing on specific methods and forms for resolving disputes arising from the contents of the contract when disputes arise and choosing the … (court) to resolve in accordance with the law when the two parties cannot resolve the dispute by themselves.

Article 14. Effective Date of the Contract

This contract shall come into effect as of the date of ….

This contract has … articles, with … pages, is made in … copies with equal legal force, … copies are kept by the Transferee, … copies are kept by the Transferor for archiving, tax, fee and fee payment procedures and procedures for issuing a certificate for the Transferee.

Attached to this contract are relevant land documents such as …

The annexes attached to this contract and the amendments and additions agreed upon by the two parties are an integral part of this contract and are effective for the two parties.

In the event that the parties agree to change the content of this contract, it must be in writing with the signatures of both parties.

NT International Law Firm is Here to Help with Land Use Rights  Contracts:

NT International Law Firm has supplied the sample template for land use rights transfer contract. If you have any further questions or concerns regarding civil law, please contact our law firm immediately for expert legal advice.

If you require any legal assistance, please feel free to reach out to us via phone at 090 252 4567 or through email: info@ntpartnerlawfirm.com. At NT INTERNATIONAL LAW FIRM, our team is committed to offering you prompt and personalized advice.

You also might be interested in:

• The 2015 Civil Code in English