What Are the Conditions to Legally Work as a Real Estate Broker? Certificate, Enterprise and Remuneration Under the 2023 Law on Real Estate Business

For many years, the real estate brokerage profession in Vietnam operated almost as a free-for-all: anyone could broker deals and collect commissions without any certificate or legal accountability. The result was a market rife with price inflation, misleading information, and even the facilitation of projects that were not yet eligible for sale. The 2023 Law on Real Estate Business (Law No. 29/2023/QH15, effective 1 August 2024) has ended that era of unregulated practice by imposing strict conditions on individual brokers and on enterprises providing brokerage and real estate exchange services.

This article answers the following questions: what conditions must be met to lawfully practise as a real estate broker, how brokerage activities and remuneration are regulated, and what legal risks both brokers and clients should keep in mind — based on Articles 61, 62 and 63 of the 2023 Law on Real Estate Business.

Mục 01Conditions for practising brokerage: the end of “free-lancing”

Under Article 61 of the 2023 Law on Real Estate Business, an individual practising real estate brokerage must simultaneously satisfy two conditions. First, the individual must hold a real estate brokerage practice certificate. Second, the individual must practise within an enterprise providing real estate exchange services or an enterprise providing real estate brokerage services. In other words, individuals are no longer permitted to practise brokerage independently and freely as before; they must be attached to a qualified legal entity.

This is a change of fundamental significance. Requiring brokers to operate under an enterprise creates a clear point of accountability when brokerage information is inaccurate and causes loss to clients. Previously, when a freelance “land broker” supplied fraudulent information and then vanished, clients had virtually no one to hold responsible; now, the enterprise where the broker practises becomes the legal anchor from which clients can claim compensation. For practitioners, the certificate requirement also raises professional standards, compelling them to understand the law and transaction procedures rather than relying solely on personal connections.

Mục 02Scope of brokerage activities and the boundary of liability

Article 62 of the 2023 Law on Real Estate Business defines the scope of brokerage activities, which includes: searching for partners who meet the client’s requirements in order to participate in negotiating and concluding contracts; acting as an authorised representative to perform tasks relating to the procedures for the purchase, sale, transfer, lease, sublease, and lease-purchase of real estate; and providing information and assisting the parties in negotiating and signing contracts. Codifying the scope of brokerage helps clearly distinguish which work falls within the remunerated service and which conduct exceeds the broker’s role.

From this scope arises an important boundary of liability: the broker is under an obligation to provide truthful information about the property and its legal status. If a broker knows full well that a project is not yet eligible to sell off-plan housing but nonetheless introduces and promotes it to induce the client to pay, the broker and the enterprise where they practise may be held liable for the resulting damage. This is why buyers should require the broker to produce the legal basis of the transaction, rather than relying merely on verbal representations.

Mục 03Remuneration, commission and the payment mechanism

As to the practitioner’s entitlements, Article 63 of the 2023 Law on Real Estate Business provides that an individual practising brokerage is entitled to remuneration and commission from the enterprise providing real estate exchange services or the enterprise providing real estate brokerage services. The level of remuneration and commission is agreed between the individual broker and the enterprise. The point to emphasise is that the flow of remuneration passes through the enterprise, rather than being an amount that the individual broker collects directly and off the books from the client.

This mechanism has two practical consequences. For the broker, tying remuneration to the enterprise makes income transparent, provides a basis for tax declaration, and protects the right to be paid in the event of a dispute with the enterprise. For the client, having service costs clearly determined and channelled through a legal entity helps avoid opaque charges. From a lawyer’s perspective, both the brokerage enterprise and the individual should have an employment contract or a cooperation contract that clearly states how and when remuneration and commission are calculated and paid, so as to avoid the disputes that commonly arise once a transaction has succeeded but the parties disagree over the split.

Mục 04Legal risks and advice for the parties

For an individual currently practising without a certificate or without being attached to an enterprise, continuing to broker is conduct that fails to meet the conditions for practice and carries the risk of being sanctioned; moreover, transactions involving such a person may give rise to disputes over the validity of the service. The solution is to complete the conditions: sit for and obtain the practice certificate and join a lawful brokerage enterprise or exchange.

For clients, especially first-time home buyers, the practical advice is to transact only through a broker who holds a certificate and belongs to a clearly identified enterprise, to require the property’s legal information to be provided in writing, and to be wary of promises of profit or commitments that go beyond the legal status of the project. For brokerage enterprises, controlling the quality of the information their staff provide to clients is the most effective way to prevent liability, because the enterprise is the party that bears the brunt when complaints arise. You may also refer to HTIC’s real estate lawyer service when you need a legal review of a transaction.

Mục 05Frequently asked questions

Are individuals with many years of brokerage experience exempt from the certificate requirement? No. The requirement to hold a practice certificate applies generally, regardless of seniority. Experienced individuals must still satisfy the conditions on certification and on practising within an enterprise in order to operate lawfully under the 2023 Law on Real Estate Business.

Must a brokerage enterprise establish a trading floor? Brokerage services and exchange (trading floor) services are two different types of business. An enterprise may provide brokerage services without necessarily operating a trading floor. What matters is that the broker practises within an enterprise engaged in one of the two types of business recognised by law.

Must clients pay remuneration directly to the individual broker? Under the law’s mechanism, an individual broker’s remuneration and commission are paid by the enterprise where they practise. Clients should clarify service costs with the enterprise and avoid direct, off-the-books payments — both for transparency and to protect their interests should a dispute arise.

Mục 06Legal support from HTIC Law Firm

HTIC Law Firm advises brokerage enterprises and real estate exchanges on operating conditions, on contracts with practitioners and clients, and also assists clients in conducting legal reviews of transactions to guard against the risk of inaccurate information. Fixed-fee quotation per matter/project — Hotline +84 379 044 299.