Case Overview
A Singapore-based family office sought to invest in Vietnamese commercial real estate through a fund structure that would allow co-investment with institutional partners while maintaining confidentiality and minimizing withholding tax exposure on profit repatriation.
Part of our guide: FDI Law in Vietnam
Challenges
Vietnam’s restrictions on foreign ownership of real property, combined with the absence of a dedicated REIT framework, required a creative multi-layer structure. The client also needed confirmation that profit repatriation to the Singapore corporate shareholder would carry no Vietnamese dividend withholding tax, and that the structure remained compatible with the Singapore-Vietnam Double Taxation Agreement for other cross-border payment flows within the structure.
TTH Solution
TTH structured the investment through a Vietnamese joint venture company with a Singapore holding entity, confirming that no Vietnamese withholding tax applies to dividends distributed to the foreign corporate shareholder. The team drafted the joint venture agreement, advised on the foreign ownership registration under housing law, and coordinated transfer pricing documentation for inter-company service fees, applying the DTA’s reduced rates where relevant to those payment flows.
Outcome
The fund structure confirmed zero Vietnamese withholding tax on profits distributed to the Singapore corporate shareholder, full regulatory compliance for the commercial property acquisition, and a governance framework acceptable to institutional co-investors operating under Singaporean MAS guidelines.
See our Real Estate and Planning Laws services for more on foreign real estate structuring, or contact our team to discuss your project.