The new framework changes the playbook in three ways that matter for buyers.
First, the rehabilitation track. Before the new law, a distressed developer essentially had two options: keep stalling and hope creditors did not push for liquidation, or get pushed into formal bankruptcy and watch the company carved up. The new law creates a court-supervised rehabilitation procedure that is separate from bankruptcy. A developer in trouble can file for rehabilitation (or a creditor can file against it), the court appoints an administrator, and there is a stay on enforcement actions while a restructuring plan is negotiated and voted on. For unfinished projects, this matters because rehabilitation can preserve the project as a going concern. A bankruptcy liquidation typically scraps the project and sells the land at fire-sale prices. A rehabilitation plan, in theory, brings in a replacement developer or a strategic investor to complete the building.
That sounds good. It is, conditionally. Foreign buyers do not get a free pass. You still have to file a proper claim. You still have to attend or be represented at creditor meetings. You still have to vote on the restructuring plan, and your vote carries weight proportional to your claim. If you are sitting in Berlin or Brisbane and you do not respond to the administrator's notices in Vietnamese within the deadline windows, you can be deemed to have accepted whatever the active creditors approve, including a haircut, a longer completion timeline, or a substitution of the building you actually bought for some other unit the rehabilitation plan happens to favor.
Second, the specialized bankruptcy courts. From July 2025, dedicated bankruptcy benches exist in Hanoi, Ho Chi Minh City, Da Nang, and Hai Phong, with appellate jurisdiction at the High People's Court. In practice this means that complex developer insolvencies will no longer sit on the docket of a general civil court that handles divorce, contract, and labor cases on the same day. Judges hearing these matters should be more familiar with how a residential development is financed, what a Sale and Purchase Agreement promises versus what a Reservation Agreement promises, and how the maintenance fund and Pink Book obligations interact with the asset estate. Faster, more competent process is the goal. It is not yet the lived experience for buyers in cases filed during the transition.
Third, and this is the underappreciated piece, the treatment of buyer deposits. The old law's silence on consumer real estate buyers led to wildly inconsistent court treatment across provinces. Some courts treated a deposit as a contractual debt with no priority. Others, particularly in HCMC, occasionally allowed buyers to argue that the deposit funded specific construction work that should be traced and protected. The new law does not give consumers a clean preferred-creditor status, but it does introduce clearer rules for tracing deposits held in escrow-style accounts and clearer rules on what happens to a project that has already received occupancy permits versus one still in the foundation stage. The practical consequence: if you paid your deposit through a properly designated developer account at one of the banks named in the project's commercial housing license, you have a meaningfully better paper trail than if you paid into a developer holding account or, worse, into a sales agent's personal account.
What does this mean for buyers right now?
If you are currently exposed to a developer that has stopped responding to delivery questions, missed several construction milestones, or has visible signs of financial distress (selling units below cost, offering unusual discount structures, transferring affiliated projects to other companies), you should not wait for the rehabilitation process to find you. Engage a Vietnamese lawyer with insolvency experience now, not after the filing. Make sure your written documents, including the Sale and Purchase Agreement (Hop dong mua ban), the Reservation Agreement (Hop dong dat coc), every payment receipt, and every developer correspondence, are translated and notarized. The deadlines in a rehabilitation filing are short by Vietnamese civil procedure standards, and a buyer who is unprepared on day one of a filing is at a real disadvantage.
If you are looking at a new project, the new law makes due diligence on the developer more, not less, important. Vietnamese press has been reporting that several second-tier developers are quietly preparing for restructuring. A 5% deposit cap on off-plan sales to foreigners (in place since 2025) gives buyers some protection on the front end, but the cap does nothing for buyers already past that stage. Check the developer's bond payment history. Check whether the project's land use rights are clean and not pledged as security for unrelated borrowings. Check whether the construction lender is still actively disbursing, or whether the bank pulled funding months ago and the developer is running on customer deposits to finish.
If you are buying secondhand from a foreign owner who is trying to exit a stalled project, understand that you are inheriting the buyer's position in any future rehabilitation, including the obligation to respond to deadlines and the discount applied to claims of a similar class. You may be picking up the unit at a steep discount for exactly this reason.
Vietnam's bankruptcy regime is improving. That improvement does not retroactively protect anyone who is already in the middle of a developer failure. It does, going forward, raise the floor on what a careful, well-documented foreign buyer can recover. Careless or absent buyers will continue to lose disproportionately. The new law rewards preparation, in-country representation, and clean paper.
For developer health tracking and project records across Vietnam, you can search bektu.com.
