Maximum Deposit for Off-Plan Property in Vietnam: the 5% Rule under the 2023 Law

For anyone buying an apartment or house off-plan in Vietnam, one question matters above all: how much deposit can a developer lawfully collect? Since 1 August 2024, the 2023 Law on Real Estate Business has, for the first time, capped the deposit and restricted when it may be taken, in order to protect buyers from developers raising capital on projects that are not yet eligible for sale. HTIC Law Firm explains the rule and its practical implications.

Mục 01The legal nature of a deposit

Under Article 328 of the 2015 Civil Code, a deposit secures the conclusion or performance of a contract, and carries a penalty mechanism: the party that backs out forfeits the deposit, while the party receiving it who backs out must return it together with an equivalent sum. Because a deposit always carries the risk of loss, requiring a large deposit before a project is properly formed shifts the entire risk onto the buyer — which the new law seeks to rebalance.

Mục 02The 5% cap and the timing condition

The core rule sits in Article 23(5) of the 2023 Law on Real Estate Business: a developer may collect a deposit of no more than 5% of the selling or lease-purchase price, and only once the housing qualifies to be put into business. The deposit agreement must also clearly state the selling or lease-purchase price. This prevents developers from collecting open-ended “reservation” payments before the price is fixed, then raising the price and pressuring buyers who would otherwise forfeit their deposit.

Mục 03When does off-plan housing qualify for sale?

Under Article 24 of the same Law, off-plan housing may be put into business only when it meets several conditions, including that construction has commenced in accordance with construction law and that the project has the requisite legal documents. In practice, buyers should request the written confirmation from the housing authority that the project is eligible for sale before paying any deposit; if a developer cannot produce it, the buyer has firm grounds to decline.

Mục 04Payment schedule

The Law also limits the pace of payment. The first instalment, including the deposit, must not exceed 30% of the contract value; subsequent instalments must follow construction progress but must not, in total, exceed 70% of the contract value before handover (or 50% where the seller is a foreign-invested enterprise). For a VND 3 billion apartment, this means a lawful deposit of at most VND 150 million and a total pre-handover collection capped at VND 2.1 billion — leaving the buyer meaningful leverage to ensure the developer performs.

Mục 05A lawyer’s practical advice

Most disputes arise not from the formal sale contract but from “reservation” or “good-faith deposit” papers signed early, which may exceed 5% and contain unfavourable clauses. Before signing or paying, verify the project’s eligibility confirmation, check the deposit against the 5% cap, ensure the price is stated, and review the refund and termination terms. See also our real estate legal advisory.

Mục 06Frequently asked questions

Is a 10% deposit lawful?

No. The cap is 5% of the selling price under Article 23(5); any amount collected above this as a deposit is non-compliant, and the buyer may seek its return.

Is it safe to sign a reservation paper before construction starts?

No. The housing must be eligible for sale — including having commenced construction and obtained the authority’s confirmation — before a deposit is lawful.

Mục 07Contact HTIC Law Firm

We review deposit agreements and off-plan purchase contracts and represent buyers in disputes with developers. Fixed fees quoted per matter — Hotline +84 379 044 299.