We want to sell the office part in the building to enterprises. Could you advise us legal issues in relation to the sale?
Question:
Our company has completed the construction of a complex building which includes both apartments and office. We want to sell the office part in the building to enterprises. Could you advise us legal issues in relation to the sale?
Answer:
At present, the sale of apartments has been clearly regulated under the Housing Law. Notwithstanding, there is not any special law which regulate on the office sale. Thus, legal requirements for office sale should be read from such general laws as Law on Real Estate Business, Civil Code, etc. Upon our study of relating regulations, the following should be taken into your consideration:
Firstly, in order to sell office to clients, your company must have the function for office sale. This function can be checked through your business registration certificate and the project documents relating to the building such as the investment certificate, land lease/delivery documents and the construction license. As far as we know in the common practice, almost projects are licensed for office lease only. In such a case, the investor must apply for the function of office sale with the competent authority.
The second issue is the matter of ownership certificate. In principle, to sell a part of its office, an investor shall have to arrange for the buyer get an ownership certificate in his name. Under Decree No. 95/2005/ND-CP dated 15 July 2005, in case of buying a building part the buyer could be granted with a construction ownership certificate. However, in the practice, this regulation has not yet come into application in many provinces at this time due to the lack of guidance. As such, office selling transactions could not be done until a legal mechanism for granting ownership certificate to buyers is issued. For this matter, in the Resolution No.07/2007/QH12, the National Assembly has requested the Government to issue legal guidance and it is expected that a legal mechanism on the matter could be issued in the short coming time. In this pending time, investors often sign with buyers lease agreement with indefinite term or lease purchase agreement instead of the form for office sale.
Therefore, in your case, you should consider actual situations and the aforesaid advice to choose a suitable way for your plan.
