OUR EXPERIENCESReal Estates & Construction

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OUR EXPERIENCESReal Estates & Construction

Being engaged by the developer (being foreign invested company) of one of biggest new urban areas in Hanoi as its retaining lawyers since 2004 up to now to provide it with legal consultancy services on various issues arising from not only its daily business operation but also its development strategy and cooperation with secondary developers, anchor tenants and purchasers. Some typical works done by our lawyers for this developer include:

  1. Drafting templates of all contracts and agreements serving for business operation of the developer such as house/ apartment purchase order, apartment/ house sale contracts, premises lease contract, reservation contract, three-party agreement with the buyers and banks, etc; Registering templates of apartment sale contracts with the Ministry of Industry and Trade;
  2. Forming deal structure with the anchor tenants who wants to lease big premises in shopping mall & shop house in a long-term for their retailing activities; drafting, negotiating and finalizing the reservation contract for lease and the lease contract;
  3. Advising on calculation of land use fee payable to the State, drafting explanation letters related to land use fee to the State;
  4. Advising on deal structure for transferring part of its new urban area project to a foreign investor; drafting, negotiating and finalizing master agreement and the project transfer contract; drafting the application dossiers for registering the project transfer;
  5. Advising on deal structure for transferring land use right of a very big residential land area to a local partner; drafting, negotiating and finalizing in-principle agreement and the land use right transfer contract;
  6. Advising on deal structure for lease a very big commercial land to a bank; drafting, negotiating and finalizing the in-principle agreement and the land lease contract;
  7. Assisting in working and explaining with the competent authorities on various issues related to operation of the developer;
  8. Advising on capital raising from potential buyers and drafting contracts and documents for capital mobilization;
  9. Assisting the developer in dealing with any claim raised by buyers, contractors and tenants;
  10. Assisting the developer in working with competent authorities in all critical issues of project such as land compensation and site clearance, collection of land rental, land use fees, leasing land with infrastructure;

Being engaged by the developer (being joint venture between a very well-known Japanese corporation and a very well-known Vietnamese corporation) of a complex of office, serviced apartment and apartment for sale as its retaining lawyers since 2011 up to now to provide it with legal issues on various issues related to formation, development and operation of that project. Some typical works done by our lawyers for this developer include:

  1. Assisting the developer in applying for investment certificate of the project (advice, documentation and performance of legal procedures);
  2. Advising on how to calculate land use fee and obtain land use right certificate of the project;
  3. Advising on deal structure for transferring part of its project to a very big real estate corporation of Japan; drafting, negotiating and finalizing in-principle agreement and the project transfer contract; drafting the application dossiers for registering the project transfer;
  4. Advising on issues arising from construction and development of the project.

Providing a Malaysian developer of a new urban area in Hanoi with legal advices on various issues related to its business operation since 2013 up to now. Some typical works done by our lawyers for this developer include:

  1. Advising on capital raising from potential buyers;
  2. Reviewing, revising and perfecting its templates of house sale contracts;
  3. Comprehensively advising on how the developer should transfer operation of technical infrastructures of the first phase of the project to the competent authority, how they should transfer commercial facilities (such as school, commercial center, health care center, etc.) to other secondary foreign developers and how they should cooperate with other foreign developer to develop such commercial facilities. We propose a creative deal structure so that foreign partners may receive land use right from such developer for developing and operating the commercial facilities in the project even though the laws set forth and impose restrictions on foreign developers;
  4. We have advised the developer on many other issues related to business operation of the project such as change of master plan 1/500, conversion of land use purpose (from residential land into land for other commercial purpose), etc.
  5. Assisting the developer in dealing with any claim raised by its buyers and contractors.

Assisting a Korean investor in purchasing a four star hotel in Da Nang City (transaction value is more than USD 10 million) in 2015, our services include:

  1. Providing legal advice on various issues raised by the client regarding their right to own hotel in Vietnam, land use right, taxes, and other operational etc.
  2. Conducting a legal due diligence report on the hotel;
  3. Making and recommending a deal structure for purchasing the hotel;
  4. Drafting, negotiating and finalizing the hotel sale and purchase contract (together with land use right), hotel management contract, escrow agreement and relevant contracts with the hotel owner and the bank;
  5. Registering the hotel and land use right under the name of buyer.

Assisting a Japanese university in leasing a very big land area in a very nice and well-known new urban area in Hung Yen Province in order to build an international medical university in Vietnam in  2014 and 2015. Some typical works done by our lawyer for this client include:

  1. Legal due diligence and investigation on issues related to land use right of the landlord (how they acquired land from the Government, whether or not they did fulfill their financial obligation to the State with respect to the land; whether they are allowed to lease out land use right to foreign investor; whether foreign investor is allowed to lease land use right from them; etc.);
  2. Advising on deal structure for leasing the land from the landlord; drafting, negotiating and finalizing in-principle agreement and the land lease contract.

Providing a leading retailing group of Korea operating in Hanoi with legal advices on lease of premises in its shopping mall/ department store to other tenants in 2013. Some typical works done by our lawyers for this client include:

    1. providing the client with comprehensive legal advice on conditions and procedures of lease;
    2. Drafting a template of Reservation Contract and Lease Contract (applicable for the leases which the rental shall be charged based on revenue sharing);
    3. Drafting a template of Reservation Contract and Lease Contract (applicable for the leases which the rental shall be charged based on fixed rate);
    4. Drafting a Reservation Contract and Lease Contract (applicable for restaurant and other kinds of business which the lessee will directly collect service fees/ money from consumers)

Being engaged by the developer (being foreign investment fund) of the biggest industrial zone of 350 ha in Vinh Phuc Province as its retaining lawyers since 2011 up to now to provide it with legal issues on various issues arising from not only its daily business operation but also its strategy and cooperation with secondary developers and anchor tenants, purchasers. Some typical works done by our lawyers for this client include:

    1. Providing legal advice and drafting application dossiers for establishment of subsidiary and implementation of the project; applying for and obtaining the investment certificate of the project;
    2. Drafting templates of all contracts and agreements serving for business operation of that developer such as land lease order, land & infrastructure lease contract;
    3. Forming deal structure and main terms and conditions of the lease with the anchor tenants who wants to lease big land in the industrial zone; drafting, negotiating and finalizing the in-principle contract and land & infrastructure lease contract ;
    4. Advising on land use rental payable to the State;
    5. Assisting in working and explaining with the competent authorities on various issues related to operation of the developer.

Assisting a Korean investor (big satellite company/ vendor of Samsung Vietnam) in leasing a 2.2 ha of land in an industrial zone in Hoa Binh Province Vietnam in 2013.

Our lawyers have conducted legal due diligence on land and drafted and negotiated the in-principle agreement and land lease contract. Normally, the land lease agreements between developers of industrial zones and the tenants therein are made and signed based on template of the developer of such in industrial zones. However, in this deal, we have successfully in working and negotiating with the landlord on an agreement prepared and finalized by us with conditions and terms  favourable for our client.

Being engaged by the Japanese investor of a BOT Project (constructing bridge) in Quang Ninh Province as its retaining lawyers since 2013 up to now to provide it with legal issues on various issues arising from not only its daily business operation but also its development strategy in Vietnam and cooperation with other investors/ shareholder of the project company. Some typical works done by our lawyers for the clients include:

providing our client with an overall/ comprehensive legal assessment on execution and performance of the BOT Contract in field of infrastructure development in Vietnam.

The client called for the participation of other local partners in the project. Therefore, we have assisted the client in forming an appropriate deal structure and method of cooperation among the parties;

We have successfully assisted our client in working, negotiating and finalizing and signing with Quang Ninh PC the BOT Contract;

we have assisted the client to draft full set of application dossiers for establishing the project company;

we have provided the client’s Japanese auditing company with various legal advice on strict requirement of the Vietnamese Government and legal provisions on financial issues (regarding implementation of a BOT Project in Vietnam);

We have assisted the client in re-structuring the shareholding ratios in the project company.

Advice, documentation and obtainment of license permitting a Korean conglomerate (Chaebol) to establish its subsidiary in Vietnam to implement a department store project in Hanoi.

Advice, documentation and application for setting up a joint venture on construction and designing consultancy in Vietnam between a state owned company and a Japanese company.

Advice, documentation and negotiation for setting up a joint venture between local company and an investment fund (belonged to property group of Hong Kong) to develop a villa project of US$ 50 million in District 9, Ho Chi Minh City.

Advice, documentation and obtaining the relevant licenses for local partners to acquire shares from foreign partner (being an investment company) in one high-rise apartment project of 2.4 ha in District 2, Ho Chi Minh City, with value of US$ 130 million.

Advice, documentation and negotiation for setting up a joint venture between local company and Taiwan based investors to develop a housing project in Ho Chi Minh City, with project value of US$78 million.

Advice and contractual documentation for mobilizing capital from buyers and secondary investors of a big residential project of 181 ha in Danang City.

Advice, documentation and negotiation for cooperation between a joint venture property developer and a commercial bank (a big state owned bank in Vietnam) in construction of an underground parking area located in a residential complex project in Hanoi

Advice, documentation and negotiation for various issues relating to business, management and operation of a high-class residence complex in Hanoi (developed by a Hongkong investor)