Buying and selling real estate with gold: Legal framework and potential risks

Gold prices are constantly fluctuating and setting new highs. The amount of physical gold in the people is estimated to be up to hundreds of tons[1], the search for mechanisms to mobilize these resources into the economy is always a topic of concern. Recently, the policy of "exchanging gold to buy a house" introduced by Vinhomes[2] has quickly attracted the attention of the market because of its novelty and ability to hit the psychology of customers who are holding gold as a long-term accumulated asset.

 

The Vietnamese dong is the only legal means of payment, except in special cases permitted by law.

 

According to published information, customers who own gold can sell gold to a designated gold trading unit to receive Vietnamese dong and use this money to pay for the purchase of real estate. More notably, in certain cases, customers are also guaranteed the ability to buy back the amount of gold equivalent to 106% or 110% of the original gold if they resell the real estate to the business after a specified period of time.

Commercially, this is an innovative idea to connect two types of assets that are especially popular with Vietnamese people, namely gold and real estate. However, from a legal perspective, this policy raises a series of questions related to the management of gold trading activities, monetary policy, laws on foreign exchange, banking activities and limitations on the design of financial products of real estate enterprises.

Gold is not a legal means of payment in Vietnam

One of the fundamental principles of Vietnam's monetary legal system is that in the territory of Vietnam, the Vietnamese dong is the only legal means of payment, except in special cases permitted by law.

Decree 24/2012/ND-CP on management of gold trading activities, amended and supplemented by Decree 232/2025/ND-CP, clearly stipulates that the use of gold as a means of payment is a violation of the law. At the same time, the Ordinance on Foreign Exchange also requires transactions, payments, quotations, price listings and recognition of obligations in the territory of Vietnam to be carried out in Vietnam dong, except for exceptional cases permitted by the State Bank.

Therefore, if a real estate business directly receives gold to pay for a house or record the value of the apartment in gold, that transaction will face great legal risks.

This is also the reason why the model announced by Vinhomes is designed in the direction that customers first sell gold to a qualified gold trading unit, then receive Vietnamese dong and use this money to pay for real estate. In that structure, Vinhomes only receives Vietnamese dong and real estate purchase and sale contracts are still recorded entirely in Vietnamese dong.

If properly implemented according to this mechanism, the transaction is still within the framework of the current law in principle because gold no longer plays the role of a means of payment but is only an asset converted into money by customers before participating in real estate transactions.

Conditions for the model of "exchanging gold to buy a house" are considered legal

From a legal perspective, it is conceivable that this policy is legally operated if many conditions are met simultaneously.

Firstly, gold trading transactions must be carried out by organizations that meet the conditions or licenses prescribed by the State Bank. For gold bars, the purchase and sale shall only be carried out through credit institutions or enterprises licensed to trade in gold bars. For gold jewelry,  fine arts and business enterprises must also meet the conditions prescribed by specialized laws.

Secondly, real estate enterprises are not allowed to directly participate in gold trading activities in any form. This includes not accepting gold as a deposit, not receiving gold payment, not holding gold, not preserving gold, and not acting as an agent or broker for gold transactions.

Thirdly, gold transactions and real estate transactions must be completely separate in terms of subjects, contracts, cash flows and documents. The sale of gold by a customer is an independent transaction from the customer's purchase of a house. Real estate businesses only appear in the second transaction as the seller of the house.

Fourthly, the entire selling price, deposit price, payment schedule, obligation to refund, fine for violation and compensation in the real estate purchase and sale contract must be determined in Vietnam dong. The use of gold as a reference or financial obligation calculator can give rise to significant legal risks.     
If the above conditions are met, the model is essentially just a program to help customers convert assets from gold to real estate, similar to how customers sell stocks, bonds, or other assets to buy a house.

Controversial point: commitment to preserve value in gold

The most notable legal issue does not lie in the stage when customers sell gold to buy a house, but lies in the mechanism for businesses to commit to buying real estate in the future according to the value associated with gold.

According to the published information, customers can be guaranteed the ability to buy back the amount of gold equivalent to 106% or 110% of the original gold after a certain period of holding the real estate.

In economic terms, this mechanism is similar to the commitment of businesses to preserve and increase the value of assets according to the fluctuations of gold.

Although the enterprise still pays in Vietnamese dong, the amount to be paid is determined based on the amount of gold converted at the time of redemption. This raises the question of whether gold is being used as a benchmark of value to determine payment obligations.

In fact, the regulator not only considers the legal form of the transaction but also assesses the true economic nature of the transaction. If the payment obligation is anchored to the price of gold and the customer's ultimate economic interest depends on the price of gold, the regulator can absolutely raise the issue that gold is being used as an indirect means of payment or at least as a unit of valuation of obligations.

This is a jurisdiction that is not really clear and may become a source of legal debate in the future.

 

Source: VNExpress

 

Risk of being considered as an unlicensed gold business

Another risk comes from the regulation of "other gold trading activities".

According to Decree 24/2012/ND-CP, gold trading activities that do not belong to the groups clearly permitted by law may be considered as other gold trading activities and belong to the list of restricted business lines. In order to carry out these activities, the organization must be approved by the Prime Minister and licensed by the State Bank.

In the case of the gold exchange policy to buy a house, businesses do not directly trade gold. However, the interests of customers are designed in the direction of preserving and increasing the value associated with gold.

From the perspective of state management, this mechanism can be seen as a form of commercial or financial product linked to gold. If this interpretation is accepted, the business may face the argument that it is implementing a form of gold business or gold-based financial product without permission from the competent authority.

This is a legal risk that cannot be underestimated because Vietnam currently maintains a very strict management policy for the gold market to limit the "goldenization" of the economy.

Risk of being considered from the perspective of capital mobilization activities

Another notable perspective is the law on credit institutions.

Normally, the sale of real estate is not an activity of receiving deposits or raising bank capital. The customer pays money to receive the ownership or right to use the property.

However, when the transaction is accompanied by a commitment to future redemption and a certain level of economic benefit associated with the price of gold, the transaction begins to appear characteristics closer to an investment product than a mere real estate transaction.

In extreme cases, the regulator may consider whether the nature of the transaction is that the business receives money from the customer and commits to return the value with a specified level of benefit in the future.

While the likelihood of being identified as receiving deposits under the Credit Institutions Act may not be high, it is still a legal risk that should be considered during the product design process.

Therefore, as soon as there was information that Vinhomes was implementing this program, the State Bank with its management role issued an official letter warning and asked Vinhomes to comply with the law[3].

Policy perspective: the boundary between commercial innovation and financial products

The story of "exchanging gold to buy a house" reflects a new trend of the real estate market: businesses are increasingly creative in designing sales policies to access idle assets in society.

However, when a real estate product begins to take on the characteristics of a financial investment instrument, legal issues will no longer fall within the scope of real estate business law but may also be related to monetary, banking, foreign exchange and gold market regulation laws.

For businesses, the important lesson is not to avoid creative models altogether, but to clearly define the legal boundaries of each transaction component. A policy to support customers to convert gold into dong to buy a house is in principle feasible. However, when businesses begin to commit to preserving value or profits in gold, the level of legal risk will increase significantly.

In the context that Decree 24/2012/ND-CP has just been amended in 2025 and the State still maintains the orientation of anti-goldization of the economy, real estate models associated with gold will certainly receive special attention from the management agency. Therefore, before widely implementing similar policies, businesses need to carry out a comprehensive legal assessment, and at the same time actively discuss with the State Bank and relevant management agencies to minimize the risk of disputes or violations of the law in the future.

Lawyer Nguyen Van Phuc - Bui Hoang Nhat Minh

HM&P Law Firm 

 

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