Reservation, deposit, signing the SPA: how they differ and when a deposit is allowed

Legal basis: Law on Real Estate Business No. 29/2023/QH15 dated 28 November 2023 (effective 1 August 2024) — Article 23 clause 5, Articles 24, 25, 26 · Updated 20 October 2026.

For off-plan homes, a developer may only collect a deposit of no more than 5% of the price, once the home is eligible to be put on sale, and the deposit agreement must state the price and area clearly. Before that point, any payment called "reservation", "booking" or "priority fee" is not a deposit under the real estate business law. The three steps below differ in timing, amount and how binding they are.

The three steps at a glance

	Reservation (booking)	Deposit	Sale and purchase agreement
Timing	Usually before the project is eligible for sale	Once the home is eligible to be put on sale	Once the home is eligible to be put on sale
Maximum amount	Not specifically regulated by the real estate business law	5% of the price	First instalment 30% of the contract value, including the deposit
Documents	Reservation slip or agreement	Deposit agreement stating the price and area	Standard-form SPA, with the bank's guarantee letter
How binding	Depends on what you signed	Per the deposit agreement	Full rights and obligations of both parties

1. Reservation: not yet a deposit

A reservation is how a seller records a buyer's interest before the project officially opens for sale. The 2023 Law on Real Estate Business has no concept of a "reservation"; it only says the developer may collect a deposit once the home is eligible for sale. So a reservation payment depends entirely on the document you sign.

Before transferring a reservation payment, ask clearly:

• Whose account the money goes into — the developer's or another party's.
• When, and within how many days, it is refunded if you cannot choose a unit or the project is slow to become eligible for sale.
• Whether it will be deducted from the deposit or later payments.

The draft amended Law on Real Estate Business (being reviewed by the National Assembly at its October–November 2026 session) proposes allowing deposits earlier, but it is not yet in force. Current transactions still follow the 2023 law.

2. Deposit: up to 5%, after eligibility for sale

An off-plan home is eligible to be put on sale once it has the main documents: papers on the land use right, a construction permit (if required), acceptance of technical infrastructure according to the schedule, the foundation acceptance record for apartment buildings, and a document from the provincial real estate business authority confirming the homes are eligible for sale (Article 24).

At that point, the developer may take a deposit of up to 5% of the price. Reference example: for a unit priced at 3 billion dong, the maximum deposit is 150 million dong. The developer may not authorise another party to sign the deposit agreement.

Real example — Izumi City (Dong Nai): 461 units in the Izumi Canaria sub-zone were confirmed by the Dong Nai Department of Construction as eligible to be put on sale (document 3785/SoXD-QLN&TTBĐS dated 16 October 2025). The deposit for each unit is 100 million dong, transferred directly to the developer's account, under the developer's notice TB141 dated 11 September 2026 — lower than 5% of a unit priced from 8.55 billion dong. See the Izumi City sales policy.

3. Sale and purchase agreement: payment milestones capped by law

Article 25 caps how much the developer may collect under an SPA for an off-plan home:

Milestone	Maximum
First payment (including the deposit)	30% of the contract value
Total before handover	70% of the contract value (50% if the seller is a foreign-invested organisation)
While the buyer has not yet received the pink book	95% of the contract value — the remaining 5% is paid when the pink book is issued

Instalments after the first must match construction progress. Before receiving payments, the developer must give you the bank's guarantee letter (Article 26) — unless you agree in writing not to take the guarantee. Some developers give a discount to buyers who do not use the guarantee; before choosing, remember this is a layer of protection you are giving up.

When to stop

• You have not seen the eligibility-for-sale document, yet the seller asks for a "deposit" above 5%.
• The document says "deposit" but does not state the price or the unit's area.
• The money goes to a personal account or a party that is not the developer, without a valid authorisation to collect on its behalf.
• The payment schedule collects more than 30% at signing or more than 70% before handover.

This article is for reference only and does not replace legal or financial advice for your specific case.

1. Ask whether the project has a document confirming eligibility for sale — its number, date and issuing authority. If not: only consider a small, refundable reservation.
2. Reservation: read carefully which account receives the money, the refund period and conditions, and whether it is deducted from the deposit.
3. Deposit: no more than 5% of the price; the agreement states the price, area and unit code; the signatory is the developer.
4. SPA: check the payment schedule — first instalment no more than 30% (including the deposit), no more than 70% before handover, the last 5% paid when you receive the pink book.
5. Receive the bank guarantee letter before paying under the contract; only give up the guarantee once you clearly understand the risk.
6. Keep all documents: reservation slip, deposit agreement, contract, payment orders, receipts.

Sources in Vietnamese; titles kept in the original, with a short English translation in brackets.

• Hệ thống pháp luật — Điều 23 Luật Kinh doanh bất động sản 2023 (Article 23 of the 2023 Law on Real Estate Business — clause 5: deposit no more than 5% of the price), accessed 20 October 2026.
• Hệ thống pháp luật — Điều 24 Luật Kinh doanh bất động sản 2023 (Article 24 — conditions for putting off-plan homes on sale), accessed 20 October 2026.
• Hệ thống pháp luật — Điều 25 Luật Kinh doanh bất động sản 2023 (Article 25 — payments of 30% / 70% / 95%), accessed 20 October 2026.
• Hệ thống pháp luật — Điều 26 Luật Kinh doanh bất động sản 2023 (Article 26 — bank guarantees), accessed 20 October 2026.
• LuatVietnam — Từ 01/8/2024: Chỉ được thu tiền đặt cọc không quá 5% giá bán nhà ở tương lai (From 1 August 2024: deposits on off-plan homes capped at 5% of the price), 17 July 2024.
• Industry and Trade Magazine (Tạp chí Công Thương) — Chủ đầu tư chỉ được thu tiền đặt cọc không quá 5% giá bán (Developers may collect a deposit of no more than 5% of the price), 1 April 2024.
• VietnamFinance — Đề xuất nhận cọc 5% từ sớm: Gỡ nút thắt cho DN hay mở đường cho 'bán lúa non'? (Proposal to allow 5% deposits earlier: easing a bottleneck for businesses or opening the door to premature sales?), 1 August 2026.
• Công ty TNHH Thành phố Waterfront Đồng Nai (developer of Izumi City) — notice TB141 on deposits, 11 September 2026; document 3785/SoXD-QLN&TTBĐS of the Dong Nai Department of Construction, 16 October 2025 (held in HPR's project materials).