Legal Models First Countries - Synthesis

Source

Full research result:

13_RESEARCH/04_Results/2026-06-28_Legal_Models_First_Countries_Result.md

Important Caveat

This synthesis is a strategic legal research summary, not legal advice.

All conclusions must be verified by local lawyers in the exact country, region, municipality, and land plot before making offers, signing agreements, accepting money, or starting construction.

Main Conclusion

For the first legally realistic Specus Village pilot, Spain appears to be the simplest starting jurisdiction among Spain, Vietnam, and China.

Reasons:

• foreigners can directly own land and buildings
• the market is mature
• hospitality and rural tourism models exist
• land rights are clearer
• investor risk is lower than in Vietnam or China

Vietnam is attractive for a later or parallel Southeast Asia node, but should likely be structured through:

• FIE
• JV with local partner
• long-term land use right / concession
• hospitality operation

China is the most complex of the three and should be treated as a later-stage expansion market unless a very strong local partner and legally clean tourism site already exist.

Country Summary

Spain

Most realistic early pilot.

Possible models:

• land purchase by foreigner or SPV
• long-term lease
• hospitality operator
• rural tourism / eco-tourism model
• JV with local landowner

Main risks:

• rustic land is usually not suitable for housing
• modular and mobile homes still require permits if used as stationary housing
• short-term rentals require tourist licensing
• camping/glamping must be licensed properly
• long-term renters have strong legal protections

Best pilot direction:

lease or buy suitable land in a tourism-compatible zone, operate as rural tourism / eco-hospitality first, and avoid premature home sales until land use and permits are clear.

Vietnam

Attractive but legally more complex.

Possible models:

• FIE with land use rights
• JV with local developer or land partner
• hospitality operator model
• eco-resort or homestay village

Main risks:

• foreigners cannot own land
• land use right is usually limited to 50 years
• agricultural land is not available directly to foreigners
• modular/mobile homes must be permitted if stationary
• construction without permits can lead to demolition or serious penalties
• membership or usage-right models may create legal ambiguity

Best pilot direction:

FIE or JV with a local partner, using properly classified tourism or commercial land, with Specus Village acting as operator/brand before selling any usage or investment product.

China

Highest complexity for early launch.

Possible models:

• WFOE with land-use lease
• JV with local developer
• branded operator / management contract
• resort or hotel model in an approved tourism zone

Main risks:

• foreigners cannot directly own land
• agricultural and collective land is effectively inaccessible
• land conversion is complex
• foreign exchange controls
• strict local approvals
• fractional ownership / timeshare / fundraising-like models are high risk

Best pilot direction:

Do not use China as the first legal pilot unless there is a strong local partner, tourism-zoned land, and a clear operator model.

Recommended Legal Model Direction

For the first stage, Specus Village should prioritize:

1. Hospitality / operator model

   • lower legal risk
   • easier to explain
   • avoids premature investor promises
   • can prove demand and operations

2. Long-term land lease or concession

   • reduces upfront capital
   • fits Vietnam and China better than ownership
   • requires strong contract control

3. JV with local land partner

   • useful where land ownership is hard or impossible
   • must include governance, control, exit, dispute, and asset protection clauses

4. Club + rental units

   • possible only if not framed as an investment product
   • must avoid guaranteed returns, resale promises, or fractional ownership language

Models To Avoid Early

Avoid at the first stage:

• selling homes without clear land rights
• selling fractional ownership
• timeshare-like models
• guaranteed rental income
• membership with refundable investment-like deposits
• building on agricultural land without conversion
• using mobile homes as a permit workaround
• trusting informal local arrangements without registered contracts

Red Flags

Major red flags:

• land is agricultural, rustic, collective, protected, coastal-restricted, military-adjacent, forest, or conservation land
• land lease or use right is not registered
• sublease rights are unclear
• construction permits are missing
• mobile or modular homes are treated as temporary to avoid permits
• tourism or hospitality license is missing
• food and beverage operation lacks sanitary permits
• investors are promised fixed yield
• customers are sold "rights" that may be treated as securities
• asset ownership after lease expiration is unclear

Questions For Local Lawyers

Core questions for each site:

• What is the exact land classification?
• Can this land legally host housing, tourism, hospitality, or camping?
• Can modular or mobile homes be used, and under what permit?
• What licenses are required for short-term stays?
• Can long-term and short-term stays be mixed?
• Can Specus Village operate through foreign-owned company, local company, JV, or management contract?
• Can membership or usage rights be sold without becoming an investment product?
• Can rental income be shared without securities regulation?
• What happens to buildings after land lease expiration?
• Are there restrictions on foreign investment, currency movement, taxes, or repatriation?

Practical Decision

The project should use legal feasibility as an early filter for location selection.

No site should move forward until these are clear:

• land rights
• zoning
• construction rights
• hospitality licensing
• ability to host residents or guests
• tax and currency treatment
• structure for customer payments
• investor communication limits