Reselling a unit still paid under an SPA — how to transfer the agreement

While an apartment is still being paid for under a sale and purchase agreement (SPA) with the developer, you are not selling an "apartment with a pink book" but reselling the agreement itself. The new buyer steps into your position, pays the remaining instalments and receives the pink book in their own name. The procedure is governed by the 2023 Law on Real Estate Business and Decree 96/2024/NĐ-CP (as amended by Decree 54/2026/NĐ-CP).

When an agreement can be transferred

An SPA for an off-plan apartment can be transferred when four conditions are met:

• No application for the certificate (pink book) has been filed with the authorities. If the application has been filed, you have to wait for the pink book and then sell under an ordinary sale and purchase contract.
• The agreement is not in a dispute being handled by a competent authority.
• The apartment is not under distraint and not mortgaged — unless the mortgagee (usually a bank) agrees.
• The agreement was lawfully signed with the developer.

The law sets no condition on whether the apartment has been handed over: a unit already received but without a pink book application filed can still have its agreement transferred. The transfer must cover the whole agreement; if one agreement covers several units and only one is being sold, the agreement must first be amended or an appendix signed to separate the unit. This rule does not apply to social housing purchase agreements.

The transfer document and notarisation

The two parties draw up an agreement to transfer the agreement using the form in Appendix XI of Decree 96/2024/NĐ-CP, in at least 6 copies. When the transferor is an individual, this document must be notarised at a notary office in the province or city where the apartment is located. Notarisation is only optional when the transferor is a real estate business.

The notarisation file usually includes: the original SPA signed with the developer (or the appendix showing the unit being transferred), proof of the amounts paid to the developer, the handover record (if the unit has been received) and the identity documents of the parties.

Tax and costs

Item	Rate	Notes
Personal income tax	2% × transfer price	The price stated in the transfer agreement; usually paid by the transferor, though the parties can agree that the buyer pays it
Notary fee	per the Ministry of Finance fee schedule	based on the contract value
Developer confirmation fee	0 VND	the developer may not charge anything for the confirmation

The 2% rate is unchanged under the 2025 Law on Personal Income Tax (effective 1 July 2026). Note: the exemption for a sole home does not apply to off-plan housing; the exemption only applies to transfers between relatives as defined by law (spouses, parents and children, siblings…). For off-plan housing, the tax point is when the tax declaration is filed.

Registration fee is not paid at this stage — the final transferee pays it when applying for the pink book.

Developer confirmation

After notarisation and paying the tax, one party submits a file to the developer containing the originals of the transfer agreement, the original SPA and proof that the tax has been paid (or exempted or reduced). The developer checks and confirms within 5 working days of receiving the complete file, keeps 2 copies and returns the rest.

From the date of the developer's confirmation, the new buyer inherits all rights and obligations under the SPA: paying the remaining instalments, taking handover (if not yet received), paying the fees under the agreement and receiving the pink book in their own name. If the unit has been transferred several times, the later transfer must include the files of the earlier ones.

A unit mortgaged to a bank

Many units bought under an SPA are financed by a bank loan, secured by the property rights arising from the agreement. To transfer it, you need the bank's written consent. There are usually two ways:

1. Pay off the loan first (possibly using the buyer's deposit); the bank releases the mortgage and returns the original SPA, and only then is the transfer notarised.
2. The bank approves the transaction while the loan is outstanding: the buyer transfers the money into your account at that same bank, the bank deducts the debt and then releases the mortgage. The buyer can also take a new loan at the bank if they pass its appraisal.

When the deposit is used to pay off the loan, the deposit agreement should state clearly: the amount used to pay off the loan, the deadline for releasing the mortgage, the deadline for notarisation and the penalty if either party fails to perform.

Related articles: Consigning a project apartment for resale — consignment steps and the documents to prepare · Checking a project's legal status · HPR consignment service.

1. Check the SPA. Look at the clause on transferring the agreement (whether advance notice is needed, which documents the developer requires), which instalment has been paid, when the next one falls due, and whether the unit has been handed over.
2. Ask the developer. Confirm that no pink book application has been filed, that there is no dispute and no overdue amount; ask for the list of documents needed to confirm the transfer. The confirmation is free.
3. Work with the bank (if you have a loan). Ask about the outstanding balance and the early repayment fee, and choose an approach: pay off first, or have the bank approve the transaction while the loan is outstanding. Get the bank's written consent.
4. Agree with the buyer and take a deposit. State clearly the transfer price, the amount already paid to the developer, the instalments the buyer will pay, who pays the tax, and the deadlines for releasing the mortgage and notarisation.
5. Notarise the agreement to transfer the agreement using the Appendix XI form, at a notary office where the apartment is located.
6. Declare and pay 2% personal income tax on the transfer price; keep the tax payment receipt.
7. Submit the file to the developer for confirmation — the developer confirms within 5 working days and returns the file.
8. Hand the documents to the buyer. The original SPA, appendices, receipts, the handover record (if any) and the confirmed transfer agreement. From here the buyer pays the remaining instalments to the developer and obtains the pink book in their own name.

This article is for reference only and does not replace legal or financial advice for each specific case.

Sources in Vietnamese; titles kept in the original, with a short English translation in brackets.

• National Assembly — Luật Kinh doanh bất động sản số 29/2023/QH15 (Law on Real Estate Business No. 29/2023/QH15), dated 28 November 2023, effective 1 August 2024 — Điều 50. Điều kiện chuyển nhượng hợp đồng kinh doanh bất động sản (Article 50. Conditions for transferring real estate business contracts), Điều 51. Quyền, nghĩa vụ của các bên (Article 51. Rights and obligations of the parties), accessed 20 October 2026.
• Government — Nghị định 96/2024/NĐ-CP quy định chi tiết một số điều của Luật Kinh doanh bất động sản (Decree 96/2024/NĐ-CP detailing several articles of the Law on Real Estate Business), dated 24 July 2024 (Article 13).
• Government — Nghị định 54/2026/NĐ-CP sửa đổi, bổ sung một số điều của các nghị định trong lĩnh vực nhà ở, kinh doanh bất động sản (Decree 54/2026/NĐ-CP amending decrees on housing and real estate business), dated 9 February 2026 (Article 4 — amending points a and d, clause 2, Article 13 of Decree 96/2024).
• Government Portal — Quy định thuế thu nhập cá nhân đối với thu nhập từ chuyển nhượng bất động sản (Personal income tax rules on income from real estate transfers), 27 March 2026 (Law on Personal Income Tax No. 109/2025/QH15, Article 14).
• Government Portal — Thuế thu nhập cá nhân đối với thu nhập từ chuyển nhượng bất động sản (Personal income tax on income from real estate transfers), 4 July 2026 (Decree 253/2026/NĐ-CP).
• Báo Chính phủ — Trường hợp nào được miễn thuế thu nhập cá nhân khi chuyển nhượng bất động sản? (Which cases are exempt from personal income tax on real estate transfers?), 2 July 2026 (Decree 253/2026/NĐ-CP of 30 June 2026, effective 1 July 2026).
• VnExpress — Chuyển nhượng bất động sản tiếp tục chịu thuế 2% (Real estate transfers remain subject to 2% tax), 10 December 2025.
• Tuổi Trẻ — Mua bán nhà ở hình thành trong tương lai áp dụng với dự án đang xây hay cả chưa có sổ hồng? (Does off-plan housing mean projects under construction, or also those without a pink book?), 26 June 2025.
• Tuổi Trẻ (Pháp Luật TP.HCM) — Có được bán căn hộ chung cư đang thế chấp ngân hàng? (Can an apartment mortgaged to a bank be sold?), 5 June 2025.