Capital contribution contracts for homes: how they differ from a sale, 6 checks before you transfer money

This content is for reference and is not legal advice. Rules may change and differ by locality; for a specific case, ask the competent authority or a lawyer. Updated 24 October 2026.

In the housing market, some developers or third parties call for "capital contributions" in return for priority to buy an apartment or townhouse at a good price. This is a high-risk form if it does not comply with the rules, because the rights of a capital contributor differ from those of a home buyer.

1. How capital contribution differs from a sale

Criterion	Sale and purchase agreement	Capital contribution contract
Nature	Buying a specific unit	Putting money in to take part in the project or to wait for a chance to buy
Your rights	Receive the home and certificate once the conditions are met	Rights under the contribution agreement, which may not be tied to a specific unit
Conditions for putting homes on the market	Must meet the conditions under the Law on Real Estate Business	Easily used to dodge the conditions
Buyer protection	Bank guarantee for homes formed in the future	Usually none

2. Relevant rules

According to legal news sources, Article 115 of the 2023 Housing Law (No. 27/2023/QH15) lists the funding sources for commercial housing development, including capital raised through capital contributions, investment cooperation, business cooperation, joint ventures, associations and money paid in advance by customers under sale and purchase agreements for homes formed in the future. Point e of clause 1 of Article 116 provides that capital contributions may only share profits in cash or shares in proportion to the contribution; it is prohibited to use capital contributions to divide housing products or to give priority in registration, deposit or purchase rights when the project does not yet meet the conditions to be put on the market. The conditions for putting homes formed in the future on the market are in Article 24 of the 2023 Law on Real Estate Business (No. 29/2023/QH15). A contribution agreement that is in effect a reservation to buy an apartment is at risk of being treated as invalid.

3. Six checks before transferring money

1. Standing of the party receiving the money: the developer or a third party? Does the third party have a contract with the developer?
2. Project legal status: land documents, planning, construction permit, document confirming eligibility for sale (see Checking a project's legal status before you buy).
3. Contract content: does it state a specific unit (floor, area, price) or only "priority" and "option"?
4. Payment and handover schedule: milestones, penalty for delay, conditions for refund.
5. Bank guarantee: whether there is one; the scope of the guarantee (see bank guarantee for homes formed in the future).
6. Receiving account: in the developer's exact name or an account agreed in accordance with the rules; do not transfer to a personal account without a clear reason.

Illustrative example

You are invited to "contribute 300 million VND to get priority to choose a good-floor unit and later sign to buy at cost". Against the rules above: if the project does not yet meet the conditions to be put on the market, using a capital contribution to give priority for deposits or purchase rights is prohibited by law. You should ask for the document confirming eligibility for sale, and only reserve or pay a deposit in accordance with the rules (see reservation, deposit, sale and purchase agreement).

4. Warning signs

• A price well below the market, with a fixed profit commitment.
• A promise of a "fast pink book" with no legal basis.
• A demand to transfer money urgently, reserving before the documents are complete.
• A contract missing signing parties, a seal, or document numbers.
• A project that does not yet meet the conditions for sale but has already taken money.

5. What to do if in doubt

1. Stop transferring money; keep the contract, receipts and messages.
2. Ask the receiving party to provide the project's document confirming eligibility for sale.
3. Ask the developer directly about its relationship with the party raising funds.
4. Ask a lawyer to review the contract.
5. If you have already transferred money, send a written request and, if necessary, contact the authorities.

6. A quick comparison example

Two customers want the same unit: customer A signs a sale and purchase agreement with the developer, with a guarantee and documents confirming eligibility for sale; customer B signs a "capital contribution agreement" with a brokerage, with no unit number and no guarantee. When the project falls behind schedule, customer A has a clearer protection mechanism; customer B must rely on a separate agreement.

Checklist before transferring money

Question	If the answer is "no"
Is the party receiving the money the developer, or does it hold the developer's written authorisation?	Stop and verify directly with the developer
Does the project already meet the conditions to put homes on the market?	Do not pay a deposit, do not "contribute capital"
Does the contract state the unit, price, schedule and refund clearly?	Ask for additions or do not sign
Is there a bank guarantee for a home formed in the future?	Ask why not, weigh the risk
Is the money going to an account in the developer's exact name?	Do not transfer

7. If you have already signed a capital contribution contract

Re-read the terms on conversion to a sale and purchase agreement, the timing, price and refund conditions. If you want to transfer the rights, see transferring an apartment sale and purchase contract. For a new purchase, prefer signing a sale and purchase agreement directly with a developer that meets the conditions (see also reservation, deposit, sale and purchase agreement).

The pages below are all newspapers or legal news sites, not original legal texts; article and clause numbers come from these pages and must be checked against the original text before being relied on.

• Article 115, point e of clause 1 of Article 116 of the 2023 Housing Law and Article 24 of the 2023 Law on Real Estate Business — Industry and Trade Magazine, Điều kiện huy động vốn thông qua hình thức bán nhà ở thương mại hình thành trong tương lai, seen in search results 24 October 2026, full article not opened.
• Article 115 of the 2023 Housing Law and KPMG, Luật Nhà ở sửa đổi, seen in search 24 October 2026, not opened.