VIAC and VCCI-HCM successfully co-organized a training program on “Contract management in capital contribution with land use rights”

With the aim of supporting businesses in enhancing their legal risk management capabilities, the Vietnam International Arbitration Centre (VIAC), in collaboration with the Vietnam Chamber of Commerce and Industry – Ho Chi Minh City Branch (VCCI-HCM), has been annually organizing specialized training courses on contract management. Continuing the success of previous training programs, in the second quarter of 2025, VIAC and VCCI-HCM jointly held a training course titled “Contract management in capital contribution with land use rights”, attracting the participation of over 60 attendees, including lawyers, corporate representatives, and in-house counsels…

Students attending the training program

The training program provided an in-depth focus on two specific forms of capital contribution using land use rights: (i) Cooperation in production and business using land use rights & key considerations for enterprises; (ii) Capital contribution using land use rights & key considerations for enterprises.

The lectures delivered by Mr. Pham Quoc Tuan – Managing Partner of DIMAC Law Firm, Arbitrator of VIAC, Mediator of VMC, and Ms. Ngo Thi Van Quynh – Managing Partner of AN Legal Law Firm.

Mr. Chau Viet Bac, Vice Secretary General of Vietnam International Arbitration Centre (VIAC)

To commence the training course, Mr. Chau Viet Bac, Vice Secretary General of Vietnam International Arbitration Centre (VIAC) delivered the opening remarks on behalf of the Organizing Committee. According to Mr. Bac, capital contribution using land use rights is a common mechanism that enables businesses and investors to effectively leverage their existing resources. By cooperating with partners who possess financial capacity and management expertise, this form of capital contribution unlocks numerous opportunities for implementing investment and business projects. However, alongside these opportunities come significant legal risks that all participating parties must be aware of. According to VIAC's statistics, in recent years, disputes related to land use rights have continuously increased and consistently ranked among the most common types of disputes handled by VIAC. Notably, in light of the substantial amendments introduced in the new Land Law and its implementing regulations, enterprises are urged to proactively update their legal knowledge in order to better mitigate potential risks that may arise in the future.

 

LS. Phạm Quốc Tuấn – Luật sư điều hành Công ty Luật TNHH DIMAC, Trọng tài viên VIAC, Hòa giải viên VMC

Mr. Pham Quoc Tuan – Managing Partner of DIMAC Law Firm, Arbitrator of VIAC, Mediator of VMC, delivered a presentation on “Cooperation in production and business using land use rights: Key legal considerations for enterprises.” According to Mr. Tuan, in essence, a cooperation contract for production and business using land use rights is a form of Business Cooperation Contract (BCC) governed by the Civil Code and the Law on Investment. However, it carries distinct characteristics due to its association with a special type of asset: land use rights. Consequently, managing this type of contract requires simultaneous compliance with regulations under investment law, civil law, and land law. One critical issue that enterprises must pay close attention to is the mechanism for profit and risk sharing between the parties. Depending on the parties’ bargaining positions, they may agree on a fixed profit-sharing arrangement. Nevertheless, if this mechanism is not properly structured, the contract may be deemed by competent authorities as disguising a lease agreement, thereby exposing the contract to the risk of being declared null and void. Therefore, during the contract drafting process, it is essential that enterprises develop a clear and well-defined risk allocation mechanism to safeguard the integrity of the cooperative relationship and mitigate potential legal risks.

Ms. Ngo Thi Van Quynh – Managing Partner of AN Legal Law Firm

In the afternoon session, Ms. Ngo Thi Van Quynh – Managing Partner of AN Legal Law Firm delivered an in-depth presentation on capital contribution using land use rights. In her presentation, Ms. Quynh provided a detailed analysis of the legal requirements for conducting a transaction involving capital contribution through land use rights. She also highlighted several common legal issues that frequently arise in practice when implementing such transactions. Drawing on that, Ms. Quynh focused on dissecting key contractual provisions within capital contribution agreements, including the establishment of parties’ rights and obligations, asset valuation for contributed land use rights, as well as the circumstances and legal consequences associated with the termination of the cooperation. Notably, under the new provision in 2024 Land Law, commercial arbitration has been formally recognized as one of the legitimate dispute resolution mechanisms for disputes related to land. Ms. Quynh further elaborated on the fundamental distinctions between litigation in court and commercial arbitration, offering practical criteria to help enterprises assess and determine the most suitable dispute resolution forum.

Overview of the training program

The training program not only equips participants with specialized legal knowledge but also fosters an open forum, enabling them to discuss practical scenarios and consult with experienced lecturers on legal issues that may arise during the implementation of capital contributions through land use rights.

Original size: HCM - Infographic Khoá đào tạo Q2/2025

Aiming to accompany and support businesses in improving their legal risk management capabilities, the Vietnam International Arbitration Centre (VIAC), in collaboration with partners, has been organizing quarterly training courses that provide in-depth legal guidance on commercial contracts. These courses focus on the types of contracts that most frequently give rise to legal issues in practice, with carefully curated content designed to meet real-world business needs.

Theme of QIII/2025 Training Program: Contracts related to the field of Finance - Banking.

Details and registration: See HERE