Sales & purchase agreement ("SPA")
The SPA is a legally binding contract between the buyer and developer to prove that a house or apartment is sold to the buyer by developer. The SPA is also used as evidence of ownership of the house or apartment before the house ownership certificate has been granted to the owner. It is used for applying for house ownership certificate for the owner.

The template of the SPA is in accordance with the standard template as provided by the Ministry of Construction and is to be registered with Consumer Protection Bureau under the Ministry of Industry of Trade. As such, the SPA is a standard template which is not to be changed or amended.
The owner of apartment/house shall have the following legal rights:

• The right to inviolability of houses under his/her lawful ownership.
• To use houses for residential purposes and other purposes not banned by law.
• To be granted certificates for houses under his/her lawful ownership.
• To sell, transfer sales & purchase contracts, lease, put for lease-purchase, gift, exchange, bequeath, mortgage, contribute as capital, lend, permit stay at, or authorize management of, his/her houses. In the case of donation or bequeathal of houses to subjects are only entitled to the value of such houses.
• To use public facilities in the housing area in accordance with Housing laws and other relevant laws.
• To maintain, renovate, demolish, or rebuild his/her house as prescribed in Housing Law on construction.
• To receive the compensation as prescribed in regulations of law or payment according to fair market price when their house is demolished, imposed compulsory purchase order, or commandeered by the State for national defense and security purposes; for socio-economic development purposes, or in the state of war, state of emergency, or disaster situations.
• Rights to file complaints, denunciation, or lawsuits over violations against his/her lawful ownership and other violations against law on housing.

House Ownership Certificate
The "House Ownership Certificate", which stands for "Certificate of land use rights or house and land-attached asset ownership" is the certificate granted by the State Authority to certify/recognize the ownership of an eligible individual/organization over his/her/their land or house. It is commonly referred to as the "ownership certificate" or "pink book".

The ownership term of foreigners is 50 years from the day on which the ownership certificate is granted. However, under the new residential housing law, there are some restrictions for foreigners as per the following:

• He/she may not buy, rent and purchase, receive, inherit and own more than 30% of apartments in an apartment building; or more than 250 houses regarding separate houses including villas, row houses in an area whose population is equivalent to a ward-administrative division.
•  In case the foreigners receive or inherit house(s) which are exceeding the number of houses prescribed in above, he/she only receives the value of that house(s).
• The ownership term of foreigners is 50 years, from the day on which the ownership certificate is granted. They may apply to extend the term of ownership and it shall be subject to the approval of State Authority.

If a foreign individual marries a Vietnamese citizen or an overseas Vietnamese, he/she qualifies for stable and long-term home ownership and has all rights of a homeowner similar to Vietnamese citizens.
During the ownership term, the homeowner is entitled to gift or sell their house(s) to individuals/entities eligible for homeownership in Vietnam; if not, upon the expiry of the ownership term, their house(s) shall belong to the State.

Red Invoice/ Value Added Tax (VAT) Invoice
"Red Invoice" is a legitimate invoice which is legally called "Value Added Tax Invoice". It is issued by the seller to state that information on goods/services are sold/provided in accordance with laws, for organizations/ individuals to declare and pay Value Added Tax. Currently, the Value Added Tax(VAT) tariff is 10% of the house/apartment price.

In comparison, a receipt is a form of invoice showing a payment transaction has been completed for the amount issued by the seller to the buyer. It is to help both contractual parties record that certain amount has been paid by the buyer to the seller which is lawful and recognized by laws. Later on, a red invoice shall still be issued by the seller to the buyer for taxation purposes.

Maintenance Fee
The "maintenance fee", commonly referred to as "sinking fund", is a fund contributed by buyers of a development to maintain commonly owned areas of the development. It is used for maintenance, small repairs, medium repairs and overhauls of commonly owned areas in order to preserve quality. Currently the sinking fund is 2% of the house/apartment price before VAT.

Management Fee
The "monthly management fee" is a fee contributed by residents to managing operations of development, such as operating the elevator system, generator and providing services for the building such as security, pest control, rubbish collection service, etc. Management fee is calculated per Net Salable Area (NSA)

How is my size unit measured?
Housing regulations define the following areas of an apartment which are to be measured and stated in the SPA.

Net Salable Area (NSA)
Commonly referred to as "carpet area", NSA refers to the area for private use of the purchased apartment, which is measured by a clearance method and stipulated in the House Ownership Certificate granted to the Buyer. It shall include the area of room-dividing walls built inside the apartments and area of balcony, loggia attached to such apartment (if any); but shall exclude the area of external walls, apartment-dividing walls, columns and service ducts inside the apartment.

The apartment selling price and management fee are based on the NSA as regulated by law. The NSA shall also be stated in the pink book.

Construction Floor Area (CFA)
This refers to the area which is measured from the center line of the external walls and apartment-dividing walls, including the area of columns and services ducts built inside the apartment.

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