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THE GOVERNMENT
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THE SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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No. 99/2022/ND-CP
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Hanoi, November 30, 2022
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DECREE
ON REGISTRATION OF
SECURITY INTERESTS
Pursuant
to the Law on Government Organization dated June 19, 2015; the Law on
amendments to the Law on Government Organization and the Law on Organization of
Local Government dated November 22, 2019;
Pursuant
to the Civil Code dated November 24, 2015;
Pursuant
to the Law on Maritime Code dated November 25, 2015;
Pursuant
to the Law on Civil Aviation dated June 29, 2006 and the Law on the amendments
to the Law on Civil aviation dated December 11, 2014;
Pursuant
to the Land Law dated November 29, 2013;
Pursuant
to the Law on Housing dated November 25, 2014; the Law on
amendments to Law on amendments to the Law on Public Investment, the Law on
Investment under Public-Private Partnerships, the Law on Investment, the Law on
Housing, the Law on Procurement, the Law on Electricity, the Law on
Enterprises, the Law on special excise duty, and the Law on Enforcement of
Civil Judgments dated January 11, 2022;
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At
the proposal of the Minister of Justice;
The
Government promulgates a Decree on registration of security interests.
Chapter I
GENERAL
PROVISIONS
Article 1. Scope
1. This
Decree sets forth registration of and provision of information on asset-based security
interests (hereinafter referred to as security interests); the state management
of the registration of security interests.
2.
Registration of security interests, provision of information on security
interests in securities registered with Vietnam Securities Depository and
Clearing Corporation (VSDC) shall comply with law on securities. As for matters
not specified in the law on securities, the provisions related to registration
of security interests in movable property other than aircraft or seagoing ships
in this Decree shall apply.
Article 2. Regulated entities
This Decree applies to agencies, organizations and
individuals participating in or related to the registration, provision of
information about security interests, and state management of registration of
security interests.
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For the purposes of this Decree, these terms below
shall be construed as follows:
1. Registration of security interests refers to the
recording in a security interest register or entry into a database on security
interests by a security interest registry of the use of assets by the grantor
to secure performance of an obligation of their own or another person, or also
to secure performance of an obligation of their own or another person with the
secured party (hereinafter referred to as registration).
2. Provision of information about a security
interest means the provision of information about a registered security
interest by the registration authority or another competent agency specified in
this Decree at the request of the agency, related organizations and individuals
or other competent agencies or the provision of information about property by
the to the registry.
3. Register means a book used by the registry to
record and update the registered information. The register can be a paper book,
an electronic book or at the same time a paper book and an electronic book,
including:
a) Cadastral register or register of mortgage of
off-the-plan assets on land in case of security interest in land use rights or
property on land;
b) Vietnam aircraft register in case of security
interest in aircrafts;
c) Vietnam sea-going ship register in case of
security interest in sea-going ship;
d) Register
according to the provisions of law on exploitation and utilization of marine
resources, for security interests in the right to use the assigned sea area for
aquaculture, property on the assigned sea area for aquaculture (hereinafter
referred to as the right to use the sea area, property on the sea area).
4. Security interest database is a collection of
data on security interests that have been registered and arranged and organized
for access, use and management via electronic means (hereinafter referred as
database).
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6. A valid application form for registration is a
form that fully and correctly declares the contents according to the form in
the Appendix issued with this Decree (hereinafter referred to as the Appendix).
7. The certificate includes:
a) Certificate of ownership of movable property;
certificate of registration of motor vehicles, heavy-duty vehicles; other
documents certifying ownership of movable property as prescribed by law;
b) Certificate of registration of Vietnamese
seagoing ships:
c) Certificate of registration of aircraft
ownership;
d) Certificate of land use right or Certificate of
ownership of houses and residential land use rights or certificate of land use
rights and ownership of houses and other property on land or certificate of
land use right or ownership of houses and other property on land or certificate
of ownership of houses or construction work that are issued in accordance with
the law on land, housing and construction;
dd) Documents certifying the right to use the sea
area, the right to own property on the sea area in accordance with the law on
exploitation and utilization of marine resources.
8. Registration cancellation is the registration
agency's recording or updating in the register or in the database of the
non-recognition of registration results from the time the security interest is
registered due to grounds for deregistration.
Article 4. Security interests subject to registration
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a) Registration of mortgage of property, pledge of
property, title retention as prescribed in the Civil Code, and relevant laws;
b) Registration under the agreement between the
grantor and the secured party or at the request of the secured party, except
for property lien;
c) Registration of notice of realization of
collateral in case an asset is used to secure the performance of many
obligations but many parties jointly receive the security or in cases where the
grantor and the secured party have reached an agreement;
d) Registration of
changes to registered information (hereinafter referred to as change
registration); deregistration of registered information (hereinafter referred
to as deregistration) for the case specified at Points a, b and c of this
Clause.
2. The
registration is done at the competent registry specified in Article 10 of this
Decree.
Article 5. Principles of registration of and provision of
information
1. The registration applicant must declare
truthfully and take legal responsibility for the accuracy of the declared
information.
2. The registry must strictly comply with its
competence, tasks, grounds, procedures and time limit; must not require extra
procedures not specified in this Decree; must not require submission of any
additional documents or request to declare any additional information that this
Decree does not specify in the registration application; must not require
modification of the name of the security contract or the content agreed upon in
the security contract. The registry shall take legal responsibility in case of
violation of this principle.
The registry shall not be responsible for the name
of the security contract or the content agreed upon in the security contract;
not be held responsible for the registration, registration cancellation or
re-registration after deregistration according to the contents of legally
effective judgments or decisions of competent agencies or competent persons;
shall not be liable for the registration of collateral being disputed assets or
civil judgment enforcement assets but before or at the time of recording or
updating the registered information in the Register or on the Database and the
registry has not received the acceptance document or the document proving the
competent authority's acceptance of dispute settlement or civil judgment
enforcement.
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4. In case of registration to secure the
performance of an obligation of another person or also to secure the
performance of an obligation of the grantor and of another person, the grantor
must be the person having the land use right or right to use the sea area or is
the owner of the collateral, except in the case of title retention.
The security for the performance of an obligation
specified in this Clause shall be borne by the grantor and the secured party
under their own responsibility as agreed upon in the security contract or in
accordance with civil law.
5. As for registration of off-the-plan property;
property on land that are not required by law to be registered for ownership
and have not been registered as required; assets being annual trees, temporary
works; movable property other than aircraft, seagoing ships, securities which
have been centrally registered or in case of registration of notice of
realization of collateral, the registry shall make the registration on the
basis of the information stated in the application form for registration on the
website. The registration applicant must take legal responsibility for the
legality and accuracy of the information declared on the application form for
registration.
6. Information on registered security interests
shall be provided upon request or as prescribed by law.
Article 6. Validity time of registration
1. The
validity of the registration is determined as follows:
a) The registration of land use rights and property
on land is valid from the time when the registry records and updates the
registered information in the cadastral register; the registration of property
on land specified at Points a and b, Clause 2, Article 25 of this Decree is
valid from the time when the registry records and updates the registered
information in the Register of mortgage of off-the-plan property on land; the
registration of aircraft is valid from the time when the registry records and
updates the registered information in the Vietnam Aircraft Register; the
registration of seagoing ships is valid from the time when the registry records
and updates the registered information in the Vietnam National Register of
sea-going ships; the registration of movable property other than aircraft,
seagoing ships or securities which have been centrally registered or for the
case specified at Point dd, Clause 1, Article 44 of this Decree is valid from
the time when it is updated to the Database.
The registration of the right to use the sea area
and property on the sea area is valid from the time when the registry records
and updates the registered information in the Register or in the Database in
accordance with the law on exploitation and utilization of marine resources;
b) The validity period of the registration
commences from the validity time of the registration to the time of
deregistration.
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c) The registration of changes does not change the
validity time or terminate the validity of the registration, except in the case
of adding collateral or adding secured obligations or changing information or
correcting information due to the fault of the registration applicant about the
chassis number of the road motor vehicle and other information specified in
Clauses 3, 4, 7 and 8 Article 45 of this Decree, the validity time for the
changed content is the time when the registry office records or updates the
changed content in the Registry or in the Database.
In case of registration of change of the grantor or
the secured party due to the transfer of part of the right to claim debt or a
part of the obligation specified in Clause 3, Article 18 of this Decree, it
shall not change or terminate the validity of the registration as to the
registered content belonging to the part of the right to claim debt, the part
of the obligation that the parties do not agree on the transfer;
d) In case of deregistration, the validity of the
registration shall cease from the time the registry records and updates the
deleted contents in the Registry or in the Database;
dd) Where an asset is used to secure the
performance of more than one obligation, the registration for the next
obligation shall not change or terminate the validity of the registration for
the obligation already registered before;
e) In case of registration cancellation, the registration
is not valid. In case a part of registered content is deregistered, it will not
change or terminate the validity of the registration for other registered
content.
In case the registration has been deregistered but
then re-registered according to Clause 3, Article 21 of this Decree, the
validity time and validity period of the registration before the deregistration
will not change or terminate.
2. The
validity against a third party of a security interest already registered with
the initial registry shall not terminate in the following cases:
a) The security interest in securities that have
not been centrally registered has been registered at a competent authority
specified in Clause 5, Article 10 of this Decree, and then this asset becomes
centrally registered securities in accordance with regulations of law on
securities, continue to be used to secure the performance of obligations for
the same secured party or jointly secured parties and be registered at the
competent authority specified in Clause 4, Article 10 of this Decree;
b) The security interest in securities that have
been centrally registered has been registered at a competent authority
specified in Clause 4, Article 10 of this Decree, and then this asset becomes
non-centrally registered securities in accordance with regulations of law on
securities, continue to be used to secure the performance of obligations for
the same secured party or co-secured parties and be registered at the competent
authority specified in Clause 5, Article 10 of this Decree;
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d) Mortgage of property rights arising out of house
sale contracts or from sale contracts or other contracts on transfer of
ownership of other property on land (hereinafter referred to as sale
contracts); other property on land) which have been registered with a competent
authority specified in Clause 5, Article 10 of this Decree, then transferred to
the registration of mortgage of houses or mortgage of other property on land
specified at Point b, Clause 1, Point b, Clause 2 and Clause 5, Article 26 of
this Decree.
3. In case of duplicate registration as prescribed
in Article 49 of this Decree, the validity of the registration shall be
determined according to the earliest registration.
4. Registration of notices of realization of
collateral is valid from the time the registry records and updates the notices
in the Registry or in the Database; shall cease to be effective from the time
the registry records, updates the contents of the deleted notice in the
Registry or the Database or from the time the security interest is
deregistered.
The validity of the registration specified in this
Clause is to notify and make public the realization of collateral to the
grantor, co-secured parties or to other organizations and individuals; is not a
basis for determining the validity of the security interest against a third
party.
Article 7. Language used in registration and provision of
information
1. Forms, documents and declarations in
registration and provision of information must be made in Vietnamese or in both
Vietnamese and foreign languages, if so provided for by law.
In case the registration application contains
documents in a foreign language, it must be accompanied by a notarized
Vietnamese translation or certified translator's signature, except for the
cases specified in Clauses 2 and 3 of this Article.
If the documents in the registration application
and the request for information provision are made in Vietnamese and a foreign
language, the Vietnamese version shall be used for registration and information
provision.
In case the languages used in registration and
provision of information, subject to relevant laws, are both Vietnamese and a
foreign language, and the documents in the registration application and request
for information provision are made in both languages, the Vietnamese version
and the foreign language version are equally valid. If there is any discrepancy
between these two versions, the Vietnamese version shall prevail.
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3. In case the collateral has its proper name that
is not in Vietnamese but is consistent with relevant laws of the Socialist
Republic of Vietnam or a legally effective decision of the competent authority
of the Socialist Republic of Vietnam, the proper name of the property shall be
declared.
4. Documents specified in this Article are not
subject to consular legalization.
Article 8. Registration applicants, information
requesters
1. The registration applicant includes the secured
party, the grantor; the liquidator; asset management enterprise in case the
insolvent enterprise or cooperative lends property to another person but fails
to apply for registration (hereinafter referred to as the asset management
enterprise).
2. The registration applicant in case of change
registration includes the person specified in Clause 1 of this Article; new
secured party in case of change of secured party; the successor in case the
grantor or the secured party is a reorganized legal entity; the new grantor in
case of change of the grantor and with the consent of the secured party, unless
the new grantor is the successor under the provisions of the Civil Code or
another person who has established the right as per the law.
3. The registration applicant in case of
deregistration includes the person specified in Clauses 1 and 2 of this
Article; the legal transferee of the collateral being the land use right, the
right to use the sea area, the legal transferee of collateral being other
property (hereinafter referred to as the lawful transfer of the collateral)
without becoming the new grantor; civil judgment enforcement agencies,
executors, other competent authorities, and other competent persons as
prescribed by law.
In case the recipient lawfully transfers the
collateral or a competent authority, the competent person specified in this
Clause only requests the withdrawal of one or a number of collateral in order
to deregister this property, this entity shall be identified as the
registration applicant in case of change of registration.
4. Registration of pledge of property, deposit,
collateralization, or deposit on guarantee in case where the law on performance
of obligations stipulates so or there is such an agreement in the security
contract, the registration applicant is the secured party, unless otherwise
agreed by the grantor and the secured party.
5. The registration applicant of notice of collateral
realization is the secured party.
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7. Registration applicants and information
requesters specified in this Article may register themselves, make information
requests themselves or through their lawful representatives.
In case of registration or information request
through a representative, the document containing the representative's content
must be included in the registration application, the application for
information provision (01 original or 01 certified true copy or 01 original
copy with the original for comparison), except for the case of registration
through the online registration account of the representative specified in
Clause 2, Article 24 of this Decree.
8. Where a branch of a legal entity, a branch or
transaction office of a legal entity being a credit institution (hereinafter
referred to as branch of juridical person) is assigned by the legal entity to
apply for registration, request for information provision under the charter,
operating regulations or as authorized or appointed by the legal representative
of the legal entity, this branch shall put its name in the application form for
registration, information request form as the registration applicant or
information requester. In this case, the document containing the legal entity's
assignment to the branch to perform the functions of the legal entity in the registration
application or request for information provision is a document that must be
included in the registration application, the application for registration and
the application for information provision (01 original or 01 certified true
copy or 01 copy enclosed with the original for comparison).
9. In case the performance of an obligation is
secured with property belonging to a sole proprietorship in which the
registration applicant is the grantor, the registration applicant may be the
owner of the sole proprietorship or the sole proprietorship.
Article 9. Rights and obligations of registration
applicants, information requesters
1. Rights of registration applicants, information
requesters:
a) Receive registration results, information
provision results; check and compare registered and provided information;
request the registry specified in Clause 2, Clause 3 or Clause 5, Article 10 of
this Decree to issue a copy of the registration certification document, in case
the registration falls under this registry;
b) Request the registry to reply in writing about
the refusal to register, refuse to cancel registration, refuse to re-register
after deregistration or refuse to provide information in accordance with
Articles 15, 18, 20, 21 or 51 of this Decree;
c) Request the registry to correct erroneous
information in the registered information due to the fault of the registry or
request to change information containing errors due to the fault of the
registration applicant;
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dd) To be exempt from the obligation to pay fees,
pay service charges, and other payment obligations if so required by the law on
fees and charges, the law on prices and other relevant laws;
e) File complaints, whistleblowing reports,
lawsuits or claims for damages in accordance with relevant laws in case the
registry refuses to register, refuses to deregister, or refuses to re-register
after deregistration, refuses to provide information specified at point b of
this clause or refuses to perform the exemption from the obligation to pay
fees, pay service charges or other payment obligations specified at point dd of
this clause; make registration for change, deregistration, registration
cancellation or re-registration after registration cancellation without
justifiable grounds specified in this Decree.
2. Obligations of registration applicants, information
requesters:
a) Declare and provide information truthfully,
completely and accurately in the application form for registration, information
request form and take responsibility for this information; take responsibility
for the name of the security contract, the content agreed upon in the security
contract, other documents in the registration application;
b) Pay fees, pay service charges and other payment
obligations in accordance with the law on fees and charges, the law on prices
and other relevant laws; pay transfer fees, charges for using other non-cash
payment services (if any) in case of payment of fees, service charges and other
payment obligations by non-cash payment; payment of postal service charges in
case registration applications, documents, registration results, copies of
registration certification documents, information provision results are
transferred or paid through the postal services; pay expenses in case of
returning registration results, copies of registration certification documents,
results of providing information by other means as agreed between the registry
and the registration applicant, the information requester specified in Clause
1, Point c, Clause 2, Article 17 and Clause 2, Article 51 of this Decree;
provide documents proving that they are exempt from the obligation to pay fees,
pay service charges and other payment obligations specified at Point dd Clause
1 and Clause 3 of this Article;
c) Take responsibility for their actions in forging
documents, signatures or seals in the registration application;
d) To be responsible for compensation for damage
according to the grounds prescribed in the Civil Code and other relevant laws
in the case mentioned in Point c of this Clause or in case of failure to
register when there are grounds specified in Clause 1 of this Article that
causes damage to the registry, to other organizations and individuals.
3. In the case specified at Point dd, Clause 1 of
this Article, the registration applicant may choose to provide one of the
following documents in the registration application in their discretion:
Security contract or credit contract or another document containing information
on eligibility to be exempted from the obligation to pay registration fees,
service charges and other payment obligations (01 original or 01 certified true
copy or 01 copy enclosed with the original for comparison). The submission of
documents specified in this Clause is done only once in the registration of the
same security interest.
4. Organizations and individuals that search by
themselves the information specified at Point b, Clause 2, Article 50 of this
Decree have the right to use the granted database user codes to look up
information; and are obliged to pay the fee for granting the database user code
in accordance with the law on fees and charges.
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1. Land registry affiliated to Services of Natural
Resources and Environment, branches of land registry (hereinafter referred to
as land registry) shall register and provide information on security interest
in land use right and property on land as prescribed in Article 25 of this
Decree.
2. The Civil Aviation Administration of Vietnam
affiliated to the Transport Ministry shall register and provide information on
security interest in aircrafts as prescribed in Article 38 of this Decree.
3. Vietnam Maritime Administration or Maritime
Sub-Administration, Maritime Administration of Vietnam Maritime Administration
affiliated to the Ministry of Transport (hereinafter referred to as Vietnam
sea-going ship registry) shall register and provide information on security
interest in seagoing ships as prescribed in Article 41 of this Decree.
4. VSDC shall register and provide information on
security interests in form of centrally registered securities in compliance
with law on securities.
5. Transaction and asset registration centers of
the National Registration Agency for Secured Transactions affiliated to the
Justice Ministry (hereinafter referred to as asset registration center) shall
register and provide information about security interest in movable property
other than aircraft, sea-going ships, centrally registered securities
(hereinafter referred to as movable property) and other cases as prescribed in
Article 44 of this Decree.
6. The determination of the authority competent to
register and provide information on security interests in the right to use the
sea area and property on the sea area shall comply with the provisions of the
law on exploitation and utilization of marine resources.
7. The determination of the authority competent to
provide information in case organizations and individuals look up information
themselves through database user codes and in information provision activities
between competent agencies, competent persons with the registry shall comply
with the provisions of Clause 2, Article 50 and Article 52 of this Decree.
Article 11. Duties and powers of registry, information
provider
1. Register on the case by case basis and according
to the competence specified in Articles 4 and 10 of this Decree; issue a copy
of the registration certification document for the case specified at Point a,
Clause 1, Article 9 of this Decree; correct erroneous information in the
registered information.
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3. Refuse to register, refuse to provide
information only in cases where there are grounds specified in Articles 15 and
51 of this Decree.
4. Transfer relevant documents to competent
agencies for settlement in accordance with law in case documents, signatures
and seals in registration application show signs of forgery.
5. Registration cancellation, re-registration after
registration cancellation as prescribed in Article 21 of this Decree.
6. Update and store information in records,
databases.
7. Collect, pay, manage and use fees, service
charges and other payment obligations upon registration and provision of
information in accordance with the law on fees and charges, the law on prices
and other relevant laws.
8. Lodge complaints and file whistleblowing reports
in accordance with law.
Chapter II
PROCEDURES
FOR SECURITY INTEREST REGISTRATION
Section 1. GENERAL PROCEDURES
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1. The
application form for registration must bear the signature of the authorized person
(hereinafter referred to as the signature), the seal (if any) of the grantor
and the secured party, except for the following cases:
a) In case of the security contract or amendments
thereof that are notarized or authenticated, only the signature and seal (if
any) of the grantor or the secured party are required;
b) If the security contract or amendments thereof
specifies the registration applicant, only the signature and seal (if any) of
the designated party are required;
c) In case of registration of pledge of property,
deposit, collateralization, or deposit on guarantee in case where the law on
performance of obligations stipulates so or there is such an agreement in the
security contract, only the signature and seal (if any) of the secured party are
required, unless otherwise agreed in the security contract;
d) If the registration applicant is a liquidator or
asset management enterprise, only the signature and seal (if any) of this
entity are required;
dd) In case of registration to change information
about the secured party or to withdraw the collateral, only the signature and
seal (if any) of the secured party are required; in case of registration to
change the secured party, only the signature and seal (if any) of the new
secured party or the secured party being the successor is required in
accordance with the Civil Code or of the successor in case the secured party is
a reorganized legal entity;
e) In case of deregistration at the request of the
secured party, only the signature and seal (if any) of the secured party are
required;
g) In case of deregistration in the cases specified
at Points k and l, Clause 1, Article 20 of this Decree, only the signature and
seal (if any) of the grantor are required;
h) In case of registration to withdraw collateral
or deregistration at the request of the grantor with a document containing the
content showing that the secured party agrees to deregister or confirm that the
security contract has terminated, has been liquidated or confirmed on the
release of the mortgage or other document expressing the will of the secured
party to agree to withdraw the collateral, agree to deregister, only the
signature and seal (if any) of the grantor are required;
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k) In case of registration to withdraw collateral
or deregistration at the request of the legal transferee of collateral with a
legally effective contract on sale of auctioned asset, or legal transferee of
right to own collateral or a written certification of judgment enforcement
results issued by a competent civil judgment enforcement agency (hereinafter
referred to as a written certification of judgment enforcement results), on the
signature and seal (if any) of the lawful transferee of the collateral are
required;
l) In case of transferring registration of mortgage
specified at Point b, Clause 1, Point b, Clause 2, and Clause 5, Article 26 of
this Decree where the mortgage contract for property rights arising out of the
house sale contract or from the contract for sale of other property on land
that have contents on transferring registration of mortgage specified in
Clauses 3 and 4, Article 26 of this Decree and have been notarized or
authenticated, in cases where it is prescribed by law, only the signature and
seal (if any) of the secured party are required;
m) In case of registration of notice of collateral
realization, only the signature and seal (if any) of the secured party are
required.
2. In case a branch of a legal entity is the
registration applicant specified in Clause 8, Article 8 of this Decree, the
signature and seal (if any) of the legal entity shall be replaced by the
signature or seal (if any) yes) of the branch. In case the legal entity changes
information about the branch or changes the branch, the signature and seal (if
any) of the branch with the changed information or of the new branch shall be
substituted for the signature, seal (if any). yes) of the changed branch.
3. In case the performance of obligations is
secured with property belonging to a sole proprietorship, the signature on the
application form for registration is the signature of the owner of the sole
proprietorship, using the seal of the sole proprietorship (if any) if the sole
proprietorship is declared as the registration applicant.
4. Where the grantor or the secured party consists
of many people, there must be full signatures and seals (if any) of these
people, unless there is a document showing that one or a number of grantor(s)
or secured party(ies) has/have the right to represent the rest.
5. In case of securing the performance of
obligations of another person or at the same time securing the performance of
obligations of the grantor and of another person, the application form for
registration does not need the signature or seal (if any) of the one having
secured obligation.
6. In case Vietnam Asset Management Company (VAMC)
or another entity becoming a new secured party but not required to register for
change as specified at Point a, Clause 1 of this Article 18 of this Decree is a
registration applicant, the signature and seal (if any) of the secured party on
the application form for registration is the signature and seal (if any) of
this entity. In this case, a document with grounds or content on identification
of the new secured party is a document that must be included in the
registration application (01 original or 01 certified copy or 01 copy enclosed
with the original for comparison).
7. Where the registration applicant is an
illiterate individual or a disabled person who cannot sign, then fingerprints
point shall be made instead of signing on the application form for
registration.
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9. In case the registration application is
submitted through the online registration system, the signatures and seals
specified in Clauses 1, 2, 3, 4, 5, 6 and 8 of this Article may be replaced by
electronic signatures, electronic seals.
Electronic signatures and electronic seals have the
same legal value as signatures and seals used on paper documents (hereinafter
referred to as paper copies).
Article 13. Methods of filing registration applications
1. A registration application shall be filed by any
of the following methods:
a) via the online registration system;
b) in person or by post;
c) via emails.
2. Methods of filing registration applications
specified at Points a and c, Clause 1 of this Article apply to land use rights,
property on land, rights to use the sea area, and property on the sea area or
for aircraft and sea-going ships in compliance with the law on land,
exploitation and utilization of marine resources, aviation or maritime law.
3. The method of filing registration application
specified at Point c, Clause 1 of this Article, for registration cases specified
in Article 44 of this Decree, applies to persons who have been granted online
registration accounts.
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1. If the registration application is submitted in
paper form and is valid, the recipient shall record it in the receipt book,
issue a note of receipt acknowledgement and appointment of returning result.
2. In case the registration application is filed
through the online registration system, the registry shall receive the
application and check the application through the online interface. If the
registration application is valid, the system will automatically confirm that
the organization or individual has successfully filed it and notify about the
time of application receipt or make this response, this notice in another way
as specified in Clause 2, Article 17 of this Decree.
Article 15. Refusal of registration
1. The
registry may refuse to register a security interest in any of the following
cases:
a) The security interest falls beyond its
registration competence;
b) The registration application is invalid as
prescribed in Clause 5, Article 3 of this Decree;
c) The property is ineligible to be used to secure
the performance of obligations as prescribed by the Land Law, Housing Law and
other relevant laws. If the property is in dispute, the registry may only
refuse the registration when a document accepting or justifying the acceptance
of settlement of dispute issued by the court or other dispute settlement
authority;
d) Information in the registration application is
inconsistent with information kept at the registry, except for the cases
specified in Clause 8 Article 25, Clause 1 and Clause 3 Article 36 and Article
37 of this Decree;
dd) The information described on the application
form for registration for the property specified in Clause 3, Article 5 of this
Decree is inconsistent with the information on the Certificate, unless the
information described on the application form for registration is consistent
with the information being kept at the registration office due to the
establishment of a new cadastral map to replace the documents and measurement
data used to issue the Certificate but the land user, owner of property on land
that has not yet been granted a replacement certificate according to the new
cadastral map;
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g) The request for
registration of change or deregistration of information on security interests,
or notice of collateral realization is not kept at the registry;
h) The registry detects by itself that documents,
signatures and seals in the registration application are forged as their ones
or receives information with certification from a competent authority that
documents, signatures and seals in registration application are forged;
i) Before the time of recording or updating the
registered information in the Register or in the Database, the registry
receives a written notice from the civil judgment enforcement agency or the
enforcer stating the distraint of the collateral or request the suspension or
use of the registration of the property of which the grantor is the judgment
debtor in accordance with the law on civil judgment enforcement; receive a
written request from a presiding authority or officer or from another competent
agency or another competent person requesting not to register in accordance
with regulations of law.
The provisions at this point do not apply in cases
where the National Assembly's Resolution on handling bad debts of credit
institutions or relevant laws stipulate otherwise;
k) The registration
applicant does not pay the registration fee, unless otherwise provided by the
law on fees and charges or other relevant laws.
2. The registry may refuse to register only when
there are grounds prescribed in Clause 1 of this Article and shall take
responsibility in accordance with relevant laws in case of groundless refusal
to register.
In case there are grounds for refusal of
registration, the registry shall make the refusal within working days of
receiving the application or within the working day on which it receives
documents from competent agencies or competent persons specified in Points c, h
and i, Clause 1 of this Article; if the time of receipt is after 15:00 of the
same day, it can be done in the next working day.
The refusal must be made in writing, clearly
stating the grounds for refusal to register. In case of refusal to register
according to the grounds specified at Points b, d or dd, Clause 1 of this
Article, the refusal document must contain instructions on the contents to be
completed and supplemented.
3. In case of registration but the new registry
receives a document from a competent agency or a competent person specified at
Point i, Clause 1 of this Article, the registry shall notify in writing that
the registration has been completed to the agency or person who has a written
request.
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Article 16. Time limit for processing registration
application
1. The registry is responsible for processing the
registration application within the working day on which it receives the valid
application; if the application is received after 15:00 of the same day, the
registration can be done in the next working day. If the registry has a
legitimate reason to extend the processing time for the application, the time
limit for processing the application shall not exceed 03 working days from the
date of receipt of a valid application. In this case, the registry must send a
notice with explanation to the registration applicant in paper or electronic
document (hereinafter referred to as electronic version) or in another
convenient form to the. registration applicant and in accordance with the
conditions of the registry as soon as there is a good reason.
2. In case the registration application of land use
rights and property on land is filed through the Department of reception and
result return of administrative procedures, the provincial-level public
administration service center (hereinafter referred to as the single window
division), People's Committee of commune, ward, township (hereinafter referred
to as commune), the time limit for processing the application shall commence
from the time when the land registry receives the valid application.
3. Time not included in the time limit specified in
Clause 1 of this Article includes:
a) Time of occurrence of natural disaster,
epidemic, fire, online registration system failure, power grid failure, internet
failure or other force majeure events as written or decided by the competent
authority that prevent the registry from carrying out the registration
according to the procedures and time limit specified in this Decree. In this
case, the registry must immediately send a notice within the working day of the
event or within the same working day that it receives the document or decision
of the competent authority in the form of posting it at the head office of the
registry and post it on the website of the regulatory body, the registry (if
any) or another convenient form to the registration applicant and suitable to
the conditions of the registry;
b) The time period for the registry to carry out
the procedures specified in Clause 2, Article 35 of this Decree.
Article 17. Return of registration results
1. In case of registration at the Center for
Registration of Transactions and Assets, the registration results shall be
returned in electronic or paper copies at the request of the registration
applicant. The grant of copies of registration results shall comply with
Article 22 of this Decree.
The return of registration results, paper copies of
registration results specified in this Clause and Article 22 of this Decree can
be done in person at the registry, via postal service or by other means agreed
upon by the registry and the registration applicant in accordance with law.
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a) In person at the registry.
If the application was filed at the single-window
division or the People’s Committee of commune, the applicant for registration
shall receive results at these authorities;
b) Via postal service;
c) By electronic means, if so provided for by law;
other methods agreed upon by the registry and the registration applicant in
accordance with law.
3. If the registration application contains the
master copy or the original of Certificate, the registry shall return this
Certificate to the registration applicant together with the registration
result.
4. In case the registration results are returned
electronically, the electronic results have the same legal validity as the
paper results.
Article 18. Case of registration of changes
1. An applicant
shall submit a change application for registration upon occurrence of any of
the following cases:
a) Change of the grantor or the secured party due
to withdrawal, addition, replacement, inheritance due to the reorganization of
the legal entity, inheritance under the Civil Code or establishment of rights
in accordance with the law, except for cases where the law on organization and
operation of VAMC or other entities that other relevant laws on non-requirement
of change registration of the secured party; change of the first or last name,
name of the grantor, change of the first or last name, name of the secured
party;
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c) Adding new property, replaced property, which
becomes the collateral as agreed in the written agreement on amendments to the
security contract or as prescribed by law and the previously registered
information does not include this property;
d) Withdrawing collateral;
dd) Collateral being off-the-plan property that has
been already formed is granted an ownership certificate as prescribed by law;
e) Correcting erroneous information in the declared
information on the application form for registration due to the fault of the
registration applicant;
g) Supplementing the secured obligation in case the
original security contract does not contain any content about securing the
future obligation;
h) Other cases at the request of the registration
applicant to change the information declared on the application form for
registration.
2. In case of change of the grantor or the secured
party specified at Point a, Clause 1 of this Article due to the transfer of the
right to collect debts, receivables, the other right to demand payment or the
transfer of another civil obligation (hereinafter referred to as transfer of
the right to collect debt, transfer of obligations), the notarization and
authentication of the document on transfer of the right to collect debt or
transfer of obligations shall be agreed upon by the transferor and the
transferee.
3. In case of change of the secured party specified
at Point a, Clause 1 and Clause 2 of this Article, related to many registered
security interests with the same secured party, the registration applicant
shall submit a set of registration application of changes and a list of
documents declared according to Form No. 01dd or Form No. 02dd in the Appendix
corresponding to the security interest registered for change.
In case of change of grantor, the secured party due
to transfer of a part of the right to collect debt or transfer of a part of an
obligation, the registration applicant shall register the change of the grantor
or the secured party within the scope of the part of the debt collection right
and the part of the obligation to be transferred.
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5. The registry or other competent agency may not
request registration of changes or request deregistration of registered
information that is not within the scope of registration of changes according
to Clause 1 of this Article or not in the part of the right to collect debt or
the part of the obligation to be transferred as prescribed in Clause 3 of this
Article.
Article 19. Correction of erroneous information in the
registered information
In case the information in the registered
information does not match the information declared on the application form for
registration due to the registry's fault, this agency is responsible for
correcting it as soon as it detects that there is erroneous information to
match the application form for registration, and also notify the correction in
writing according to Form No. 07a, Form No. 07d, Form No. 10b or Form No. 10c
in the Appendix to the registration applicant. The results of the correction do
not change or terminate the validity of the registration.
In case the correction of erroneous information in
the registered information due to the fault of the registration applicant, the correction
of this information shall be carried out according to the procedures for
registration of changes specified in this Decree.
Article 20. Deregistration
1. A
registration applicant shall submit an application for deregistration in any of
the following cases:
a) As agreed between the grantor and the secured
party;
b) The entire secured obligation is terminated;
c) The entire content or part of the content of the
security contract is deregistered but the deregistered content contains the
registered security interest;
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dd) The collateral no longer exists as it is
contributed as capital to a commercial legal entity or a non-commercial legal
entity being a social enterprise; is replaced, transferred, consolidated,
merged, mixed; assembled, manufactured or otherwise processed; is recovered,
destroyed, totally lost, demolished, confiscated or in other cases as
prescribed by the Civil Code and other relevant laws.
If the collateral no longer falls into the case
specified at this point but a new property arises or is replaced by a new
property and this property is used to secure the performance of an obligation
as agreed in the security contract or according to law, the registry shall not
carry out the deregistration but to carry out the change registration according
to the case specified at Points b, c, d and dd, Clause 1, Article 18 of this
Decree;
e) The collateral
has been completely realized by the secured party in accordance with the law on
performance of obligations or has been realized by a civil judgment enforcement
agency in accordance with the law on performance of civil judgment enforcement;
g) Property on land with annual rental payment is
currently a collateral but the State appropriates the land without compensation
for the property on land.
In case the property mentioned in this point has
newly arisen property or replaced by new property and is exchanged for
compensation by the State for property on land, the registration shall be
carried out in accordance with point dd of this clause;
h) The collateral is an aircraft that is no longer
registered under Vietnamese nationality;
i) Collateral is an annual tree that is harvested,
is a temporary work that is demolished, but the registered information does not
include yields or other property obtained from the annual tree harvest or
obtained from demolition of the temporary work;
k) The mortgagee of land use rights and property on
land of land-using individuals or households being an economic organization
other than credit institution becomes a foreign-invested enterprise; the
mortgagee being is a Vietnamese citizen becomes a foreign citizen and does not
transfer the right to receive collateral to another organization or individual
that fully meets the conditions prescribed by the law of the Socialist Republic
of Vietnam, unless the Land, Housing Law, other relevant laws and other
regulations otherwise stipulate;
l) The secured party is a legal entity dissolved in
accordance with law;
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n) Registration of mortgage of property rights
arising from a house sale contract or from a contract for the sale of other
property on land has been converted to registration of house mortgage or
mortgage of other property on land specified at Point b, Clause 1, Point b,
Clause 2 and Clause 5, Article 26 of this Decree.
2. In case of
deregistration specified at Point m, Clause 1 of this Article, if no person
requests the deregistration, based on the contents of the court's judgment or
decision, within the working day on which this document is received, the
registry shall record and update the deregistration in the Register or in the
Database.
At least 1 working day from the date of
deregistration, the registry shall notify in writing the deregistration using
Form No. 07a, Form No. 07d, Form No. 10b or Form No. 10c in the Appendix to the
Court that has issued the judgment, decision and to the grantor, the secured
party, or another person holding the Certificate (if any); the written notice
shall clearly state the grounds for deregistration and the time of termination
of registration.
In case of deregistration at the land registry, the
written notice must request the Certificate holder to return this paper for the
land registry to write on the Certificate the deregistration. In case the
Certificate is not returned, the deregistration will still take effect from the
time the Land registry records and updates the deregistered information in the
Register.
In case of deregistration specified at Point m,
Clause 1 of this Article at the request of the deregistration applicant, the
effective judgment or decision of the Court is a document that must be included
in the registration application (01 original or 01 certified copy).
3. case of deregistration specified at Point n,
Clause 1 of this Article, within the working day of receiving the document
specified at Point c, Clause 5, Article 35 of this Decree, Center for
Registration of Transactions and Assets shall proactively carry out the
deregistration of mortgage of property rights arising from the house sale
contract or deregistration of the mortgage of property rights arising from the
contract of sale of other property on land.
In the case of registration specified at Point a,
Clause 2, Article 6 of this Decree, on the day of receiving the results of
registration of security interest in centrally registered securities, Center
for Registration of Transactions and Assets shall proactively carry out the
deregistration of security interest in non-centrally registered securities.
4. Where a security interest has been registered
but the collateral is used to secure the performance of another obligation,
when registering for a new obligation, the registry may not request
deregistration of the previously registered security interest.
5. In case of deregistration related to many
registered security interests with the same secured party, the registration
applicant shall submit a set of application for deregistration and a list of
documents declared according to Form No. 01dd or Form No. 02dd in the Appendix
corresponding to the security interest to be deregistered.
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1. The
registration cancellation is done in the following cases:
a) The security interest was registered but the
registry receives a legally effective court judgment or decision that the
registration must be deregistered in whole or in part;
b) The registered security interest is found by the
registry to be in the case of registration refusal specified at Point a or h,
Clause 1, Article 15 of this Decree. In the case specified at Point h, Clause 1,
Article 15 of this Decree, the registry shall cancel all registered
information;
c) Handling of duplicate registration specified in
Article 49 of this Decree.
2. Right within the working day with grounds
specified in Clause 1 of this Article, the registry shall:
a) Record and update the cancelled information in
the Register or in the Database;
b) Send a written notice of registration
cancellation according to Form No. 07a, Form No. 07d, Form No. 10b or Form No.
10c in the Appendix to the Court specified at Point a, Clause 1 of this Article
and to the grantor, the secured party, and another Certificate holder (if any).
The written notice must clearly state the grounds for registration cancellation
and the non-recognition of registration results on the issued registration
certification document (if any) or on the application form for registration
certified by the registry.
In case of registration cancellation at the land
registry, the written notice must request the Certificate holder to return this
paper for the land registry to write on the Certificate the registration
cancellation. In case the Certificate is not returned, the registration
cancellation will still be valid.
3. In case the registration has been cancelled
according to Clause 2 of this Article and the registry receives a legally
effective judgment or decision from the Court or another competent agency on
the re-registration, the registry shall record and update the registered
information in the Register or in the Database.
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In case the registration cancellation is carried
out as prescribed in Clause 2 of this Article but the cancelled information has
not been recorded on the Certificate, after the registration cancellation is
re-registered, the land registry shall send a written notice to the holder of
the Certificate that the registration results stated in the Certificate have
not been changed or the validity of the registration has not been terminated.
4. case the collateral is an aircraft with the
grounds specified at Point a, Clause 1 of this Article, the registration shall
be cancelled according to the Civil Aviation Law of Vietnam.
Article 22. Issuance of a copy of the registration
certification document
1. The
registration applicant specified in Clauses 1, 2, 3, 4 or 5, Article 8 of this
Decree has the right to request the registry that has issued the registration
certification document to issue a copy of the registration certification document
using Form No. 08d, Form No. 11b or Form No. 11c in the Appendix.
2. Requests for issuance of copies of registration
certification documents shall be made by any of the methods specified in
Article 13 of this Decree.
3. The time limit for granting a copy of the
registration certification document is specified in Clauses 1 and 3, Article 16
of this Decree; the return of copy shall be made in the manner specified in
Article 17 of this Decree.
An electronic copy of the registration
certification document has the same legal value as the paper version and has
the same legal value as the original.
4. Where the registration applicant requests Center
for Registration of Transactions and Assets to send a copy of the registration
certification document enclosed with the Notice of registration of mortgage or
of registration of changes or of the registration or deregistration for road
motor vehicles, inland waterway vehicles, railway vehicles, fishing vessels,
and other movable property to the authority for registration of ownership, use
right or registration of property circulation rights, the Center for
Registration of Transactions and Assets shall send these documents to relevant
agencies.
Documents specified in this Clause may be issued in
paper or electronic copies upon request. In case of electronic version, it can
be connected and shared according to Clause 4, Article 53 and Clause 1, Article
58 of this Decree.
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Article 23. Issuance of online registration accounts
1. Online registration applicant shall be granted
an online registration account by the competent authority specified in Clause 3
of this Article (hereinafter referred to as account).
An account is only granted to one organization or
individual, which can be a regular-use account or a one-time-use account in the
registration at the request of the applicant. The account holder shall take
legal responsibility for the accuracy and legitimacy of the information to be
declared in order to be granted the account and be responsible for the use of
the account.
2. The applicant may apply for issuance of an
account through the online registration or send an application form using Form
No. 01e in the Appendix to the competent authority specified in Clause 3 of
this Article.
3. The National Registration of Secured
Transactions under the Ministry of Justice has the authority to grant accounts
for the registration cases specified in Article 44 of this Decree.
The competent authority that issues an account in
the case of registration specified in Articles 25, 38 and 41 of this Decree or
registration of a security interest in right to use the sea area or property on
the sea area shall comply with the law on land, aviation, marine or the law on
exploitation and utilization of marine resources.
Article 24. Online registration procedures
1. The registration applicant uses the account to
log in to the online registration system and declare information and
authenticate the registration application according to the process on the
online registration interface. Where it is required by law that the
registration application must be attached to an electronic copy, the
registration applicant shall attach this document, except for the case
specified in Clause 5, Article 46 of this Decree.
The registration applicant shall pay the
registration fee according to the process on the online registration interface
or according to the payment method prescribed in the law on fees and charges
and other relevant laws.
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The time limit for processing online registration
application and returning registration results is specified in Clauses 1 and 3,
Article 16 of this Decree.
2. In case the grantor or secured party makes
online registration through the representative's account, the representative
must declare the information of the authorized party's account number. Information
about the registered security interest must be updated to the account of the
authorized party, not to the account of the representative.
3. If there are grounds for refusal of registration
specified in Clause 1, Article 15 of this Decree, the registry shall refuse to
register through the online registration interface or send a written notice to
the registration applicant.
4. Where the law on land, exploitation and
utilization of marine resources, on aviation or the law on maritime provides
other provisions on online registration procedures as prescribed in Clauses 1
and 2 of this Article, these provisions shall prevail.
Section 2. PROCEDURES FOR REGISTRATION OF SECURITY
INTEREST IN LAND USE RIGHTS OR PROPERTY ON LAND
Article 25. Registration falling under the authority of
the land registry
1. Cases
subject to registration:
a) Mortgage of land use rights;
b) Mortgage of house, property on land whose
ownership has been stated in the Certificate;
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d) Registration of change or deregistration for the
case specified at Points a, b and c of this Clause.
2. Cases subject to registration on request:
a) Mortgage of off-the-plan houses, other
off-the-plan property on land;
b) Mortgage of existing property on land other than
a house that is not required to be registered by law and has not yet been
registered as required, except for the case specified in Clause 9 of this
Article;
c) Transfer of registration of mortgage of property
rights arising from a house sale contract or from a contract for the sale of
other property on land to registration of mortgage of houses or mortgage of
other property on land;
d) Registering notices of realization of collateral
being land use rights and property on land;
dd) Registration of change or deregistration for
the case specified at Points a, b and c of this Clause.
3. Off-the-plan houses, off-the-plan property on
land specified in this Article include:
a) Houses, construction works in projects on
building houses and detached houses that are in the process of investment and
construction and have not yet been accepted and put into use as per the Law on
Housing; non-residential construction works as per the law on construction,
real estate business and other relevant laws;
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4. Registration of reservation of ownership of
houses and other property on land or registration of pledge of property on land
shall be carried out in cases where the Land Law so provides.
5. In case the investor only mortgages property on
land under the investment project excluding the land use rights, or mortgages
the property on land under the investment project, but the investor is not the
land user, or mortgage property on land under investment project performed on
leased land with annual land rents, it shall comply with the regulations on
registration of property on land in this Decree.
6. The registration can be applied simultaneously
in the same registration application for one, several or all types of assets
specified in Clauses 1 and 2 of this Article and only requires one application
form for registration in the same registration application. In case one or
several assets in this registration application have a separate Certificate,
the registration procedures shall be carried out on the specific Certificate of
each asset.
7. In case an applicant registers mortgage of an
off-the-plan house or other property on land under their ownership, but this
property was in an investment project already mortgaged and registered of
mortgage by the investor, the land registry shall register the mortgage only if
it falls under the case specified in Clause 6, Article 36 of this Decree.
8. In case the information on the Certificate is
not consistent with the information kept at the registry, but the registration
applicant declares the description of the collateral consistent with the
information on the Certificate, the land registry shall register according to
the contents declared on the application form for registration, unless
otherwise provided for by the Land Law, Housing Law or other relevant laws.
9. In case the property attached to the land
specified in this Article is annual trees as prescribed by the Law on
Cultivation, or a temporary construction work under the provisions of the Law
on Construction, the registration shall be carried out according to Section 4
of this Chapter.
Article 26. Transfer of registration of mortgage of
property rights arising from house sale contracts or from contracts on sale of
other property on land
1. In case of
transferring mortgage of property rights arising from the house sale contract
which has been registered with the Center for Registration of Transactions and
Assets to mortgage of off-the-plan houses or to mortgage of a house which has
been issued with a Certificate and has the same secured party, the registration
applicant may choose to:
a) Deregister mortgage of property rights arising
from a house sale contract at the Center for Registration of Transactions and
Assets and then register mortgage of off-the-plan house or register mortgage of
house that has already been issued with the Certificate; or
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2. In case the mortgage of property rights arising
from a detached house sale contract has been registered in accordance with the
Law on Housing, and then the mortgagor is granted a Certificate, the mortgagor
and the mortgagee have reached an agreement on the continuation of the house
mortgage and the additional mortgage of land use rights, they may choose to:
a) Deregister mortgage of property rights arising
from the house sale contract and register mortgage of land use rights and
houses; or
b) Transfer registration as prescribed at Point b,
Clause 1 of this Article and register mortgage of land use rights.
3. In case there is a request for registration
transfer specified at Point b, Clause 1 and Point b, Clause 2 of this Article,
the application for transfer of mortgage registration includes:
a) A request form, made according to Form No. 05a
in the Appendix (01 original);
b) Registration certification document of mortgage
of property rights arising from the house sale contract (01 original);
c) Contract on mortgage of property rights arising
from house sale contract (01 original or 01 certified true copy);
d) Mortgage contract of off-the-plan house (01
original or 01 certified true copy) for transfer to mortgage of off-the-plan
house, except for mortgage contract of property rights arising from a house
sale contract that has content on transfer to mortgage of off-the-plan house.
The house mortgage contract (01 original or 01
certified true copy) for the transfer to mortgage of a house that has been
granted a Certificate, except for the case specified in Clause 4 of this
Article;
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4. In case of transfer to registration of mortgage
of a house that has been granted a Certificate but the contract of mortgage of
property rights arising from the house sale contract contains an agreement on
the transfer of registration of house mortgage in a case where this house has
been granted a Certificate and this contract has been notarized and
authenticated, the registration applicant is not required to submit the house
mortgage contract, the registration application shall comply with Points a and
l, Clause 1, Article 12 of this Decree.
In case the house has not yet been issued with a
Certificate, the registration applicant may submit both the registration
application of changes in property on land and the application for transfer of
registration of house mortgage or register the changes in property on land before
transferring to registration of house mortgage. In case the application for
transfer of registration of house mortgage is filed together with the
registration application of changes in property on land, the registry shall
comply with Clause 2, Article 35 of this Decree.
5. In case the mortgage of property rights arising
from the sale contract of non-residential property on land has been registered
but there is a request for transfer to registration of mortgage of
non-residential property on land, the provisions of Clauses 1, 2, 3 and 4 of
this Article shall apply.
In case of transfer of registration of mortgage of
existing non-residential property on land that is not required by law for
registration of ownership rights and has not yet been registered as required,
the provision of transfer of registration of off-the-plan house mortgage.
6. In the case of transfer of registration
specified at Point b, Clause 1, Point b, Clause 2 and Clause 5 of this Article,
the competent agency or organization may not request deregistration of mortgage
of property rights arising from contract for sale of houses, property rights
arising from other property on land when carrying out procedures for
notarization and certification of house mortgage contract or contract for mortgage
of other property on land and when carrying out the procedures for transferring
mortgage registration.
Article 27. Registration application for certified
ownership of land use rights and property on land
1. An application form, made according to Form No.
01a in the Appendix (01 original).
2. The security contract or the security contract
that is notarized or authenticated, in case the Law on Land, the Law on Housing
and other relevant laws so stipulate (01 original or 01 certified true copy).
3. Certificate (original), except for the case
specified in Clause 2, Article 35 of this Decree.
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1. A registration application for a project on
residential construction or construction of non-residential works includes:
a) Documents prescribed in Clause 1 and Clause 2
Article 27 of this Decree;
b) Certificate (original) or Decision on land
allocation or land lease issued by a competent authority to the investor in
case the collateral is a residential construction project without a Certificate
for land use rights (01 original); Certificate (original) in case the
collateral is a project on construction of non-residential work;
c) A construction permit, except for the case where
a construction permit is exempted under the Construction Law (01 original or 01
certified true copy);
d) The decision on approval of the project or the
decision on investment in the project or the investment license or the
investment registration certificate or the document on approval or permission
for the execution of project issued by a competent authority in accordance with
the law on investment (01 original or 01 certified true copy);
dd) One of drawings as per the law on construction
demonstrating construction site of project that has been approved by the
competent authority (01 original or 01 certified copy);
2. Registration application for agricultural
investment project, forest development project, or other projects using land
other than those specified in Clause 1 of this Article includes:
a) Documents prescribed in Clause 1 and Clause 2
Article 27 of this Decree and point d clause 1 of this Article;
b) Certificate (original).
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1. In case
the grantor is the investor and also the land user, the registration
application includes:
a) Documents
prescribed in points and b Clause 1 Article 28 of this Decree;
b) Construction
permit (01 original or 01 certified true copy) for collateral being
off-the-plan house, off-the-plan construction work, except for cases where a
permit is exempted as per the law on construction; one of the types of design
drawings as prescribed by the law on construction showing the premises of the
construction work in that project has been approved by the competent authority
(01 original or 01 certified copy).
2. In case the grantor is the investor and not also
the land user, the registration application includes:
a) Documents prescribed in point a and point b
Clause 1 and Clause 2 Article 28 of this Decree and point b clause 1 of this
Article;
b) Notarized or authenticated written agreement
between the land user and the investor on the land user's consent for the
project execution (01 original or 01 certified true copy).
3. In case the grantor is a lawful transferee of
ownership of off-the-plan assets or is the transferee of a contract for sale of
house, construction work or other property on land, a registration application
includes:
a) Documents prescribed in Clause 1 and Clause 2
Article 27 of this Decree;
b) Contract or document on legal transfer of
ownership of house, construction work and other property on land signed between
the grantor and the investor; contract or document on transfer of contract of
sale of house, construction work and other property on land in case the grantor
is the transferee of the contract (01 original or 01 certified true copy).
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1. In case
the grantor is the investor and also the land user, the registration
application includes:
a) Documents prescribed in Clause 1 and Clause 2
Article 27 of this Decree;
b) Certificate of land use right (original);
c) Construction permit (01 original or 01 certified
true copy) for mortgage of off-the-plan house, off-the-plan construction work,
except for cases exempted from permits according to regulations of the
Construction Law.
2. In case
the grantor is the investor and not also the land user, the registration
application includes:
a) Documents prescribed in Clause 1 and Clause 2
Article 27 of this Decree and point c clause 1 of this Article;
b) A notarized or authenticated written agreement
between the land user and the owner of the property on land on the consent of
the land user for the construction or establishment of house and other property
on land (01 original or 01 certified true copy).
Article 31. Registration application for existing
non-residential property on land, ownership of which is not required by law to
be registered and has not been registered as required
1. Documents prescribed in Clause 1 and Clause 2 Article
27 of this Decree.
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3. A construction permit (01 original or 01
certified true copy) in case the collateral is a construction work, except for
the case where a construction permit is exempted under the Construction Law.
Article 32. Application for registration of changes to
land use rights or property on land
1. An application form, made according to Form No.
02a in the Appendix (01 original).
2. One of the following documents (01 original or
01 certified true copy):
a) A document on amendment to the security contract
in case of registration of changes as agreed in this document;
b) A document on transfer of the right to collect
debts or transfer of obligations in case of registration of changes due to the
transfer of the right to collect debts or transfer of obligations;
c) Other documents certifying prove that there are
grounds for registration of changes for cases not specified at Points an and b
of this Clause.
3. Certificate (original) in case the collateral
has a Certificate.
4. In case of
registration of changes specified at Point b, Clause 1, Article 18 of this
Decree, in addition to the documents specified in Clause 1 of this Article, the
registration application also includes a Certificate of land use right or a
Certificate of ownership of house, construction work and other property on land
in case such property has been granted a Certificate.
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1. An application form, made according to Form No.
03a in the Appendix (01 original).
2. Certificate (original) in case the collateral
has a Certificate.
3. In case the applicant for deregistration is not
the secured party and there is no signature or seal (if any) of the secured
party on the application form, apart from the documents specified in Clause 1,
and Clause 2 of this Article also submit the following documents (01 original
or 01 certified true copy):
a) A document showing that the secured party agrees
to deregister or certify that the security contract has been terminated or
liquidated, or showing confirmation of the release of the security in case the
applicant for deregistration is the grantor;
b) Contract or other legally effective document
evidencing the lawful transfer of collateral in case the applicant for
deregistration is the legal transferee of the collateral, except for cases
specified in point c of this clause;
c) The auctioned asset sale contract that has been
legally effective or written certification of judgment enforcement results in
case the applicant for deregistration is a civil judgment enforcement agency,
enforcer or; the applicant for deregistration or the purchaser of collateral in
collateral realization in accordance with the law on civil judgment
enforcement;
d) A competent authority's document stating that
the secured party being an economic organization other than a credit
institution becomes a foreign-invested enterprise or a Vietnamese citizen
becomes a foreigner in the case of deregistration specified at Point k, Clause
1, Article 20 of this Decree;
dd) The written certification of the competent
authority on the dissolution of the legal entity in the case of deregistration
specified at Point l, Clause 1, Article 20 of this Decree.
Article 34. Application for registration of notice of
collateral realization
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2. Written notice of collateral realization (01
original).
3. In case of registration of change or
deregistration of notice of collateral realization, the application includes an
application form made according to Form No. 04a in the Appendix (01 original).
Article 35. Procedures for processing registration
application for land use rights, property on land, transfer of registration of
mortgage of property rights arising from house sale contracts or from property
on land sale contracts
1. After receiving the registration application, if
there is no ground to refuse the registration specified in Clause 1, Article 15
of this Decree, the land registry shall record and update the registration
information in the correct order of receiving application in the Register and
the Certificate. After recording in the Register and the Certificate, certify
the registration information and registration time (hour, minute, day, month,
year) on the application form for registration.
The register of mortgage of off-the-plan property
on land is made according to Form No. 08a in the Appendix.
2. In case the registration application of security
interest is filed at the same time as the registration application of changes
in land, property on land or with the application for certification of
ownership of property on land as prescribed in Clause 1, Clause 7 of Article 36
and Clause 3 Article 37 of this Decree, the land registry shall receive both
applications; carry out procedures for registration of land and property on
land in accordance with the law on land, then carry out procedures for
registration of security interests as prescribed in this Decree.
3. In case of registration of changes since the
off-the-plan house or other property on land has been formed in the case
specified at Point dd, Clause 1, Article 18 of this Decree, the grantor shall
file both the application for registration of changes and the application for
certification of property ownership. In this case, the land registry shall
receive both applications; after completing the procedures for certification of
ownership, the land registry shall record and update it in the Cadastral
Register, Certificate that the property on land that has been formed and with
ownership certified shall be further used as collateral.
4. In case the registration changes due to
withdrawal of collateral, the land registry shall record and update the
information of deregistration for the withdrawn collateral in the Register and
Certificate.
5. In case of transfer of registration specified at
Point b, Clause 1, Point b, Clause 2 and Clause 5, Article 26 of this Decree,
the land registry shall do the following:
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b) In case of transfer to registration of mortgage
of a house that has been granted a Certificate or to registration of mortgage
of other property on land that has been granted a Certificate, the land
registry shall record and update the transferred information to the Cadastral
register and the Certificate. The time of registration is recorded according to
the time of registration of mortgage of property rights shown in the written
certification of registration of mortgage of property rights arising from a
house sale contract or from a contract of sale of other property on land;
c) Send a copy of the application form for transfer
of mortgage registration as prescribed in Point a or point b of this Clause and
a document prescribed in Point b Clause 3 Article 26 of this Decree to Centers
for Registration of Transactions and Assets for the purpose of deregistration
of mortgage of property right arising out of housing purchase contract or
deregistration of mortgage of property rights arising from a contract for sale
of other property on land.
Article 36. Change in information about the grantor,
change in the collateral being land use rights or property on land
1. The registration
applicant may submit the registration application of security interest at the
same time with the registration application of changes in land and property on
land, or register the change in land and property on land before registering
the security interest in case of any change in the following information:
a) Changes in the number of the map sheet, the
number of the land plot, the address of the land plot that are not consistent
with the information on the Certificate due to the rearrangement of
administrative divisions, consolidation and change of plots, measurement and
re-determination shape, size and area of the land plot;
b) Changes in the existing condition of the type of
house (or type of construction), the name of the building (or the name of the
construction work), the number of floors or information about other property on
land, resulting in no longer being suitable for the information on the
Certificate;
c) Change of information about the first or last
name of the grantor, including changes due to a document from a competent
authority.
2. In case the application form for registration
does not declare information about the shape, size or area of the land plot,
house, construction work or other property on land, and there is a change in such
information on the Certificate, the registration applicant is not required to
register the change.
3. If there is a change in information specified at
Point b, Clause 1 of this Article, but the registration applicant fails to
register the change in property as per the law on land, the land registry shall
register a security interest on the basis of information about the collateral
on the granted Certificate and shall not be responsible for the registration of
security interest in respect of the collateral not suitable for its existing
condition; the grantor and the secured party are responsible for the
registration of the security interest in the property that has been changed but
failing to register the change in accordance with the law on land.
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In case the certificate is replaced, or a new certificate
is issued, the land registry shall record the information of registration of
security interest in the newly issued certificate.
In case the collateral being an off-the-plan house,
construction work or other property on land has already been formed and has a
Certificate, and there is an application for registration of change, the land
registry shall record the information of registration in the Certificate issued
for this property.
5. In case of change of grantor or change of name
or change of full name of the land user, house owner, construction work owner
or owner of other property on land, including a change due to a document from a
competent authority that requires registration of a change in this information,
the land registry shall not require deregistration before registering the
change.
6. In case the investor has mortgaged and
registered to mortgage a project on building houses or off-the-plan houses, a
project on building non-residential works, an agricultural investment project,
a forest development project, another project using land or construction works
under these projects, before signing a contract for sale of houses or
construction works in the project, the investor must release the collateral for
sale and carry out the procedures for registration of changes in order to
withdraw a part of the collateral being houses or construction works, unless
the mortgage lender and the collateral purchaser reach an agreement on
continued use of the collateral to secure the performance of an obligation, the
change of grantor shall be registered under Point a, Clause 1, Article 18 of
this Decree.
7. In case a land user or a third person creates a
construction work or other property on land that is not part of the collateral
as agreed in the security contract and has a need to supplement this property
to secure the performance of obligations, the procedures for certification of
ownership must be carried out before registration of changes in order to
supplement collateral if this property is subject to registration of ownership
rights, except for the case of security by off-the-plan property. The
registration applicant may submit an application of certification of ownership
of property on land and an registration application of changes at the same time.
8. Register for changes to withdraw a part of
collateral being recovered, demolished, destroyed or confiscated and also add
collateral for land use rights, houses and construction works or other property
on land that are replaced, exchanged or created in the following cases:
a) Property is replaced or exchanged with new land
use rights, new houses, new construction works or other new property on land to
the grantor in accordance with law;
b) New property created to replace collateral being
houses, construction works or other property on land that are demolished or
destroyed as agreed upon between the grantor and the secured party;
c) New property created because houses,
construction works or other property on land are demolished or destroyed by the
grantor and there is an agreement in the security contract on new property to
be used for securing the performance of obligations.
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10. In case the registration applicant submits both
the registration application of land change and the registration application of
security interest as prescribed in Clause 1 of this Article, or submits both
the application for certification of ownership of property on land and the
registration application of changes specified in Clause 7 of this Article, the
procedures specified in Clause 2, Article 35 of this Decree shall be carried
out.
Article 37. Processing registration in case the
information about the collateral in the security contract includes property
other than land use right and property on land; land use rights, property on
land that are common property of spouses, members of households, groups of land
users or sole proprietorships
The land registry shall not refuse to register
according to the grounds specified at Point d, Clause 1, Article 15 of this
Decree and shall carry out the registration in the following cases:
1. Information about collateral in the security
contract has not only the right to use land, property on land but also other
properties, but the application form for registration only declares information
about the land use rights, property on land.
2. Information about collateral in the security
contract includes both land use rights and property on land, but the
application form for registration only declares either land use rights or
property on land, the land registry shall register the property declared on
such application form for registration.
3. Information on the collateral in the security
contract and the application form for registration includes both the land use
rights and property on land, in which the land use rights are eligible to be
used as security but the property on land does not have its ownership
registered although it is subject to registration of ownership rights as
prescribed by law, the land registry shall register the land use rights. The
registration applicant may submit the application and request the registration
of the property on land according to Clause 7 Article 36 of this Decree.
In case a land user is leased land by the State
with annual land rents, but the property on land has its ownership registered
or the property on land is off-the-plan property, or property on land is not
required by law to have ownership rights registered and has not been registered
as required, the land registry shall register the security interest in the
property on land.
4. If the Certificate of collateral being the right
to use land, property on land belonging to the common property of spouses only
shows the full name of the wife or husband who is the land user or owner of the
house, other property on land but information about the grantor in the security
contract includes both husband and wife, the registration applicant shall
declare information about the grantor on the application form for registration
including names of husband and wife.
5. If collateral being the right to use land,
property on land is the common property of household members, but the
Certificate only states the full name of the household head while the
information about the grantor in the notarized or authenticated security contract
identifies that in addition to the full name of the household head or the legal
representative of the household head, there are also the full names of other
member of households that share the same land use rights and ownership of
property on land of the household, the registration applicant shall, upon
declaring information about the grantor on the application form for
registration include the names of the head of the household and members of the
household as stated in the security contract.
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Section 3. PROCEDURES FOR REGISTRATION OF SECURITY
INTEREST IN AIRCRAFT, SEA-GOING SHIPS
Subsection 1. PROCEDURES FOR REGISTRATION OF SECURITY
INTEREST IN AIRCRAFT
Article 38. In case of registration falling under the
authority of the Civil Aviation Authority of Vietnam
1. Aircraft mortgage, aircraft pledge.
2. Aircraft title retention.
3. Registration of notice of realization of
collateral being aircraft.
4. Registration of change or deregistration for the
case specified in Clauses 1, 2 and 3 of this Article.
Article 39. Application for registration of aircraft
1. A registration application includes:
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b) The security contract (1 original or 1 certified
true copy).
2. A registration application of changes includes:
a) An application
form, made according to Form No. 02b in the Appendix (01 original);
b) The document on amendments on the security
contract or the document on transfer of the right to claim debt or transfer the
secured obligation in aircraft in case of change of the grantor, change of the
secured party or the written document that has grounds for change in case there
is no document on amendments on the security contract (01 original or 01
certified true copy);
c) In case of registration of changes to add
collateral as agreed in the security contract but previously registered
information does not include this property, the application is an application
form made according to Form No. 02b in the Appendix (01 original).
3. The application for deregistration includes an
application form made according to Form No. 03b in the Appendix (01 original)
and the following additional documents are filed (01 original or 01 certified
true copy):
a) A document showing that the secured party agrees
to deregister or certify that the security contract has been terminated or
liquidated, or showing confirmation of the release of the security in case the
applicant for deregistration is the grantor and there is no signature or seal
(if any) of the secured party on the application form;
b) The auctioned asset sale contract that has been
legally effective or written certification of judgment enforcement results in
case the applicant for deregistration is a civil judgment enforcement agency,
enforcer or; the purchaser of collateral in collateral realization in
accordance with the law on civil judgment enforcement;
c) Contract or other legally effective document not
mentioned in Point b of this Clause evidencing the lawful transfer of
collateral in case the applicant for deregistration is the legal transferee of
the collateral;
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dd) The written certification of the competent
authority on the dissolution of the legal entity in the case specified at Point
l, Clause 1, Article 20 of this Decree.
4. Application for registration of notice of
collateral realization includes:
a) An application form, made according to Form No.
04b in the Appendix (01 original);
b) Written notice of realization of collateral
being aircraft (01 original);
c) In case of registration of change or
deregistration of notice of collateral realization, the application includes an
application form made according to Form No. 04b in the Appendix (01 original).
Article 40. Procedures for processing registration,
change registration and deregistration for aircraft
1. After receiving the registration application, if
there is no ground to refuse the registration specified in Clause 1, Article 15
of this Decree, the Civil Aviation Authority of Vietnam shall record and update
the registration time (hour, minute, date, month, year) and registered
information, changed information, deregistered information, and information in
the notice of realization of collateral in the Vietnam Aircraft Register; issue
a Certificate of Registration according to Form No. 05b, Form No. 06b, Form No.
07b or Form No. 08b in the Appendix to the applicant for registration in the
manner specified in Clauses 2, 3 and 4, Article 17 of this Decree.
2. In case the registration changes due to
withdrawal of a part of collateral, the Civil Aviation Administration of
Vietnam shall record and update the information of deregistration of the part
of withdrawn collateral in the Vietnam Aircraft Register.
Subsection 2. PROCEDURES FOR REGISTRATION OF SECURITY
INTEREST IN SEAGOING SHIPS
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1. Mortgage of seagoing ships.
2. Seagoing ship title retention.
3. Registration of notice of realization of
collateral being seagoing ships.
4. Registration of change or deregistration for the
case specified in Clauses 1, 2 and 3 of this Article.
5. In case an official-duty seagoing vessel,
submarine, submersible, floating storage facility, movable platform as
prescribed by maritime law is used to secure the performance of obligations and
there is a request for registration of security interest in this property, the
regulations on registration of seagoing ships in this Decree shall apply.
Article 42. Application for registration of seagoing
ships
1. A registration application includes:
a) An application form, made according to Form No.
01c in the Appendix (01 original);
b) The security contract (1 original or 1 certified
true copy).
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a) An application
form, made according to Form No. 02c in the Appendix (01 original);
b) The document on amendments on the security
contract or the document on transfer of the right to claim debt or transfer the
secured obligation in seagoing ship in case of change of the grantor, change of
the secured party or the written document that has grounds for change in case
there is no document on amendments on the security contract (01 original or 01
certified true copy);
c) In case of registration of changes to add
collateral as agreed in the security contract but previously registered
information does not include this property, the application is an application
form made according to Form No. 02c in the Appendix (01 original).
3. The application for deregistration includes an
application form made according to Form No. 03c in the Appendix (01 original)
and the following additional documents are filed (01 original or 01 certified
true copy);
a) A document showing that the secured party agrees
to deregister or certify that the security contract has been terminated or liquidated,
or showing confirmation of the release of the security in case the applicant
for deregistration is the grantor and there is no signature or seal (if any) of
the secured party on the application form;
b) The auctioned asset sale contract that has been
legally effective or written certification of judgment enforcement results in
case the applicant for deregistration is a civil judgment enforcement agency,
enforcer or; the purchaser of collateral in collateral realization in
accordance with the law on civil judgment enforcement;
c) Contract or other legally effective document not
mentioned in Point b of this Clause evidencing the lawful transfer of
collateral in case the applicant for deregistration is the legal transferee of
the collateral;
dd) The written certification of the competent
authority on the dissolution of the legal entity in the case of deregistration
specified at Point l, Clause 1, Article 20 of this Decree.
4. Application for registration of notice of
collateral realization includes:
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b) Written notice of realization of collateral
being seagoing ship (01 original);
c) In case of registration of change or
deregistration of notice of collateral realization, the application includes an
application form made according to Form No. 04c in the Appendix (01 original).
Article 43. Procedures for processing registration,
change registration and deregistration for seagoing ships
1. After
receiving the registration application, if there is no ground to refuse the
registration specified in Clause 1, Article 15 of this Decree, the Vietnam
Registry of Seagoing Ships shall record and update the registration time (hour,
minute, date, month, year) and registered information, changed information,
deregistered information, and information in the notice of realization of
collateral in the Vietnam Seagoing Ship Register; issue a Certificate of
Registration according to Form No. 05c, Form No. 06c, Form No. 07c or Form No.
08c in the Appendix to the applicant for registration in the manner specified
in Clauses 2, 3 and 4, Article 17 of this Decree.
2. In case
the registration changes due to withdrawal of a part of collateral, the Vietnam
Registry of Seagoing Ships shall record and update the information of
deregistration of the part of withdrawn collateral in the Vietnam Seagoing Ship
Register.
Section 4. PROCEDURES FOR REGISTRATION OF SECURITY
INTERESTS IN MOVABLE PROPERTY, ANNUAL TREES, TEMPORARY WORKS
Article 44. Registration falling under the authority of
Center for Registration of Transactions and Assets
1. Cases of registration on requests or prescribed
by law include:
a) Mortgage of movable property;
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c) Pledge of property, deposit, collateralization,
or deposit with movable property as agreed upon or at the request of the
secured party;
d) Security interests in securities that have not
been centrally registered; dividends, property rights arising from securities,
except where such dividends or property rights are centrally registered
securities;
dd) The security interest with property on land
being annual trees, temporary works;
e) Registration of notice of collateral realization
specified at Points a, b, c, d and dd of this Clause;
g) Registration of change or deregistration for the
case specified at Points a, b, c, d, dd and e of this Clause.
2. In case of registration of property rights, this
right does not include land use rights, house ownership, and ownership of other
property on land; the right to use the sea area, the right to own property on
the sea area; ownership and other rights that must be registered for aircraft
in accordance with the aviation law, and for seagoing ships in accordance with
the maritime law; ownership of securities that have been centrally registered
in accordance with the law on securities.
3. The registration of a pledge, deposit,
collateralization specified at Point c, Clause 1 of this Article shall be
carried out in cases where the law on performance security so stipulates for or
it is so agreed upon in the security contract.
4. The
provisions of this Article also apply to organizations and individuals of
foreign nationality in case they have passive legal capacity or active legal
capacity in accordance with the Civil Code.
Article 45. Description of collateral on the application
form for registration
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The scope of movable property used as security may
be one, some or all of the existing movable property or the off-the-plan
movable property. In case the description of the collateral does not limit the
property, the registration is only valid for property that does not fall into
the cases specified in Clause 2, Article 44 of this Decree.
The registration applicant is solely responsible
for the information describing the collateral.
2. If the collateral is a road motor vehicle, the
description must include the vehicle's chassis number. In case the asset is an
off-the-plan asset without information on the chassis number, it must clearly
describe as an off-the-plan asset; if it is a circulating good in the ordinary
course of production, business or warehouse, it must describe based on the
information specified in Clause 4 of this Article.
3. If the collateral is a fishing vessel; mean of
inland waterway transport; railway vehicle or special-use vehicle on road,
waterway or railway, the description must include the name of the vehicle, the
name or full name of the vehicle owner or the name or full name of the vehicle
owner, vehicle registration number (if any), certificate-issuing agency stated
on the certificate, trademark (if any), vehicle grade (if any).
4. If the collateral is a good circulated in the
ordinary course of production and business, warehouses other than a road motor vehicle
specified in Clause 2 of this Article, description must be declared according
to the value of good or by name and type of good; if the good is circulated in
the warehouse, there must be more information about the address, warehouse
number (if any) or other signs of the warehouse location (if any). The
declaration of warehouse information does not include ware houses; other
construction works or warehousing used for the storage of goods.
The collateral that is registered as goods
circulated in the ordinary course of production and business, including the
right to request the purchaser to pay money, the amount collected, assets
formed from the proceeds, property that is replaced or exchanged in the case of
circulating goods sold, replaced, or exchanged, unless otherwise requested by
the registration applicant.
5. If the collateral is a temporary work or an
annual tree, the description must show that the property is a temporary work in
accordance with the construction law or an annual tree as prescribed by law on
crop production. Unless otherwise requested by the registration applicant, the
collateral specified in this Clause includes yields or other property obtained
from the harvest of annual plants or from the demolition of temporary works.
6. If the collateral is movable property being
installed, located on or placed on land, house or non-residential construction
work, the description must show that the collateral is movable property, not
property on land, house or construction work.
7. If the collateral is an object with an auxiliary
object, an integrated object or a distinctive object, the description must show
the characteristics as prescribed by the Civil Code in order to identify this
object.
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In case the basis for arising the property right
clearly states the name of the property right, the description of the right
must be consistent with this information.
Article 46. Application for registration of movable
property, annual trees, temporary works
1. A
registration application includes an application form made according to Form
No. 01d in the Appendix (01 original) and the following additional documents:
a) Security contract (01 original or 01 certified
copy) in case the application form for registration only has signature and seal
(if any) of the grantor or the secured party, except in accordance with Clause
4, Article 8 and Point c, Clause 1, Article 12 of this Decree;
b) The security contract with centrally registered
securities contains an agreement on whether the securities will continue to be
used to secure the performance of obligations for the same secured party or the
co-secured parties in the case of becoming non-centrally registered secured
securities (01 original or 01 certified copy) and the written certification of
the registration of security interest in securities that have been centrally
registered, issued by the VSDC (01 original) in the case specified at Point b,
Clause 2, Article 6 of this Decree. In this case, the registry does not require
the parties to re-establish the security contract.
2. A change registration application includes an
application form made according to Form No. 02d in the Appendix (01 original)
and additionally submits a security contract or a document on amendments on the
security contract or a document on transfer of rights to collect debts, transfer
of obligations secured by movable property, annual trees or temporary works in
case of change of grantor, change of secured party or other documents proving
there are grounds for change in case there is no document on amendments on the
security contract, but the application form for registration only has the
signature and seal (if any) of the grantor or the secured party (01 original or
01 certified copy).
3. The application for deregistration includes an
application form made according to Form No. 03d in the Appendix (01 original)
and the following additional documents are filed (01 original or 01 certified
true copy):
a) A document showing that the secured party agrees
to deregister or certify that the security contract has been terminated or
liquidated, or showing confirmation of the release of the security in case the
applicant for deregistration is the grantor and there is no signature or seal
(if any) of the secured party on the application form;
b) The auctioned asset sale contract that has been
legally effective or written certification of judgment enforcement results in
case the applicant for deregistration is a civil judgment enforcement agency,
enforcer or; the purchaser of collateral in collateral realization in
accordance with the law on civil judgment enforcement;
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dd) The written certification of the competent
authority on the dissolution of the legal entity in the case of deregistration
specified at Point l, Clause 1, Article 20 of this Decree.
4. In case of registration, change or
deregistration of notice of collateral realization, the application includes an
application form made according to Form No. 04d in the Appendix (01 original).
5. The registration application in case of
registration through the online registration system includes information that
must be declared and shown on the online registration interface.
6. In case documents included in the registration
application prescribed in Clauses 1, 2, 3 and 4 of this Article are sent via
email, they must be created or digitized from the paper version and presented with
accurate, complete information of the paper copy in the format “.pdf”.
Article 47. Procedures for processing registration,
change registration and deregistration for movables, annual trees, temporary
works
1. In case
the registration application is filed in paper form without grounds for refusal
of registration specified in Clause 1, Article 15 of this Decree, the Center
for Registration of Transactions and Assets shall record the time of receipt
(hour, minute) , date, month, year) in the application form for registration,
the Receipt book; update information on the application form for registration
into the Database and back up the documents in the application into the online
registration system; issue a certificate of registration according to Form No.
05d in the Appendix. The receipt of the paper registration certification
document or the return of the paper documents filed by the registration
applicant can be done at the head office of the Center for Registration of
Transactions and Assets or through the postage service at the request of the
registration applicant.
2. In case the registration application is filed
through the online registration system but there is no ground to refuse the
registration specified in Clause 1, Article 15 of this Decree, the Center for
Registration of Transactions and Assets shall certify the registration result;
issue a written certification of registration according to Form No. 05d in the
Appendix in the manner specified in Clause 1, Article 17 of this Decree.
3. In case of change registration due to the
withdrawal of part of collateral, the Center for Registration of Transactions
and Assets shall update the information of deregistration for the part of
withdrawn collateral into the Database.
4. In case of registration under Point b, Clause 2,
Article 6 of this Decree, the Center for Registration of Transactions and
Assets shall record the time of registration according to the registration time
shown in the written certification of registration of security interest in securities
that have been centrally registered.
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Article 48. Change of registered information of movables,
annual trees, temporary works
1. In case the collateral is a road motor vehicle
or other property subject to the registration of ownership, use right,
circulation rights or other rights as prescribed by law has changed
information. If such information is shown on the Certificate, the changed
information must be consistent with the information shown on the newly issued or
supplemented Certificate.
In case the collateral is a good circulated in the
ordinary course of production, business or warehouse, registration of changes
is not required when there is a change in information about the property,
except for the case of withdrawal or addition of collateral or in the cases
specified in Clauses 2, 4 and 7 Article 45 of this Decree.
2. In case of registration of a change in the
validity time of the security contract, this time must not be after the time of
registration of security interest. In case of changing the validity time of the
security contract after the time the security interest has been registered, the
registered information shall be deregistered and register a new security
interest.
3. In case information that is required to be
declared on the application form for registration changes, a change of this
information must be registered.
Article 49. Handling of duplicate registration
In case there is a duplicate registration for the
same grantor, the same secured party, the same collateral, the same security
interest and the same secured obligation, the Center for Registration of
Transactions and Assets shall deregister on its discretion or deregister at the
request of the registration applicant for the registration or registrations
that duplicate with the registration made at the earliest. In case the Center
for Registration of Transactions and Assets deregisters the duplicate
registration on its discretion, on the day of the deregistration, it must
notify in paper or electronic form the grounds and consequences of the
duplicate registration for the same registration applicant.
Chapter III
PROVISION
OF INFORMATION ABOUT SECURITY INTERESTS
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Article 50. Information to be provided, methods of
requesting information provision
1. Information to be provided is information about
registered security interest and within the scope of request of requesters.
2. Information requesters shall follow one of the
following methods:
a) As for information about security interests in
seagoing ships, movable property, annual trees, temporary works, submit a
request for information provision according to Form No. 09d or Form No. 12c in
the Appendix to the registry according to the respective competence specified
in Clause 3 or 5, Article 10 of this Decree and in the manner specified in
Article 13 of this Decree. In case the request for information provision is
filed through the online registration system, the provisions of the registration
application in Article 24 of this Decree shall apply.
As for information on security interests in the
form of land use rights, property on land, rights to use sea areas, properties
attached to sea areas or for aircraft, the request for information provision to
the registry shall be carried out in accordance with the law on land,
exploitation and utilization of marine resources or the law on aviation;
b) Self-searching information in the Database
through the database user code.
Organizations and individuals that search for
information themselves according to this Point have the right to request the
competent authority specified in Clause 3, Article 23 of this Decree to grant
the database user code through the online registration interface or submit a
written request to this agency.
The database user code can be a regular-use code or
a one-time-use code in information searching.
Article 51. Procedures for handling requests for
providing information by registries
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a) The request for providing information is made
ultra vires;
b) The application form for information is made not
in accordance with the instructions on declaration on Form No. 09d, Form No.
12c in the Appendix, or inconsistence with the provisions of the law on land,
exploitation and use of marine resources or the law of aviation;
c) The information requester does not pay the
registration fee, unless otherwise provided by the law on fees and charges or
other relevant laws.
2. If there are no grounds specified in Clause 1 of
this Article, the registry shall return the information provision results to
the requester within the time limit specified in Article 16 of this Decree and
in the manner specified in Article 17 of this Decree.
3. The use of signatures and seals in providing
information shall comply with Article 12 of this Decree.
Section 2. INFORMATION PROVISION BETWEEN REGISTRIES AND
COMPETENT AGENCIES AND COMPETENT PERSONS
Article 52. Competent agencies and competent persons in
information provision
1. The National Register of Secured Transactions
under the Ministry of Justice; competent authorities specified in Clauses 1, 2,
3, 4 and 6, Article 10 of this Decree, unless the law on land, exploitation and
utilization of marine resources, aviation or marine law otherwise stipulate.
2. Agencies competent to register ownership, use
rights or circulation rights of assets.
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4. Civil judgment enforcement agencies, enforcers.
5. Other competent state agencies as prescribed by
law, competent persons of these agencies.
Article 53. Information to be provided, methods and time
limit for information provision
1. The information provision between competent
agencies and competent persons specified in Article 52 of this Decree do not
apply to cases where competent agencies and competent persons specified in
Clauses 3, 4 and 5 Article 52 of this Decree to serve or send legally effective
judgments or decisions for the registries to enforce according to the
procedural law, the law on civil judgment enforcement, other relevant laws.
2. Information provided by competent agencies and
competent persons specified in Article 52 of this Decree is for coordination in
performing state management, administrative procedures, and support in civil
proceedings and judgment enforcement activities, including:
a) Information relating to the grantor, the secured
party, the collateral, the time of registration or other information saved in
the Register or the Database established by the competent authority specified
in Clause 1 Article 52 of this Decree to provide upon request to the competent
agencies and competent persons specified in Clauses 2, 3, 4 and 5, Article 52
of this Decree;
b) Information related to property provided by the
competent authority or person specified in Clauses 2, 3, 4 and 5, Article 52 of
this Decree to the competent authority specified in Clause 1 Article 52 of this
Decree.
3. The provision of information specified in Clause
2 of this Article must comply with the form and time limit specified in the
written request of the competent authority or person and in accordance with the
law on proceedings, the law on civil judgment enforcement or other relevant
laws, except for the case specified in Clause 4 of this Article.
4. In case a competent agency or a competent person
specified in Article 52 of this Decree requests the grant of a database user
code to look up information in the database for movables, the National Register
of Secured Transactions under the Ministry of Justice is responsible for
granting this code to the competent authority or person.
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5. The
issuance of codes to use the database to provide information between competent
agencies and competent persons specified in Article 52 of this Decree with
respect to land use rights and property on land, the right to use the sea area,
property on the sea area or for aircraft and seagoing ships shall comply with
law on land, exploitation and utilization of marine resources, and aviation or
marine.
Chapter IV
ROLES
OF REGULATORY AGENCIES IN SECURITY INTEREST REGISTRATION
Article 54. Roles of regulatory agencies in security
interest registration
1. Formulating, and directing the implementation of
strategies and policies for development of the security interest registration
system nationwide.
2. Promulgating, and organizing the implementation
of, legal documents on security interest registration.
3. Organizing and managing security interest
registration activities: establishing and managing security interest
registries: providing guidance, training and retraining in professional
operations of security interest registration.
4. Building, operating and managing the database;
managing, connecting and sharing data on security interest registration.
5. Raising public awareness of law on security
interest registration.
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7. Making statistics on registered security
interests, summarizing and reporting these statistics to competent agencies.
8. Inspecting, monitoring implementation of law on
security interest registration, handling of complaints, denunciation, and
actions against violations of security interest registration.
9. Other duties and powers specified in this Decree
and other relevant laws.
Article 55. Tasks and powers of regulatory agencies in
charge of security interest registration
1. The
Government shall perform the unified state management of security interest
registration.
2. The Justice Ministry is answerable to the
Government for performing the unified state management of security interest
registration and has the following tasks and powers:
a) Formulating, and directing the implementation of
strategies and policies for development of the security interest registration
system;
b) Submitting to competent agencies for
promulgation or promulgate according to its competence legal documents on
security interest registration;
c) Directing and organizing the implementation of
legal documents on security interest registration; raising public awareness of
law on security interest registration;
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dd) Take charge and coordinate with concerned
ministries, agencies and organizations in, organizing professional training,
training and refresher courses on the law on registration of security
interests;
e) Enter into international cooperation on security
interest registration;
g) Inspect, monitor implementation of law on
security interest registration and information provision, handling of
complaints, whistleblowing reports, and actions against violations of security
interest registration; provision of information about security interests
according to their competence;
h) Make statistics, summarize and report to the
Government on registration and provision of information about security
interests nationwide;
i) Coordinate in the performance of tasks and
powers of relevant ministries and agencies specified at Point a, Clause 3,
Points a, b and c, Clause 4, and Points b, c and dd, Clause 6 of this Article;
k) Other tasks and powers assigned by the
Government.
3. The Ministry of Natural Resources and
Environment has the following tasks and powers:
a) State management of the database for security interests
in land use rights and property on land, the database for security interests in
sea areas, property on the sea area; guide and organize training in
professional skills for registration of security interests in land use rights
and property on land for the land registry; security interests in the right to
use the sea area, property on the sea area for the competent registry;
b) Cooperate with the Ministry of Justice in
performing tasks prescribed in points a, b, c, dd, g and k Clause 2 of this
Article.
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a) State management over the registry of security
interests in aircraft and the registry of security interests in seagoing ships;
guide and hold professional training courses on registration of security
interests in aircraft and seagoing ships;
b) Monitor the implementation of the law on
registration of security interests in aircraft and seagoing ships;
c) Perform state management and organize the
development of an electronic database on aircraft and seagoing ships to create
a basis for online registration, on granting online registration accounts, on
issue codes using the database on security interests in aircraft and seagoing
ships in accordance with the law on aviation and maritime;
d) Examine, inspect, handle violations and settle
complaints and whistleblowing reports according to their competence in the
registration and provision of information about security interests in aircraft
or seagoing ships;
dd) Comply with the reporting regime to the
Ministry of Justice on the registration of security interests in aircraft and
seagoing ships in accordance with the law on statistics; coordinate with the
Ministry of Justice in performing the tasks specified at Points a, b, c, dd, g,
h and k, Clause 2 of this Article.
5. The Ministry of Finance has the following tasks
and powers:
a) Perform the state management of registration of
security interests in securities which have been centrally registered according
to the competence prescribed in the law on securities;
b) Issue the price of security interest
registration service for securities provided by the VSDC in accordance with the
law on prices and other relevant laws;
c) Examine, inspect, handle violations and settle complaints
and whistleblowing reports in the implementation of registration and provision
of information on centrally registered securities according to their
competence;
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6. People's Committees of provinces and centrally
affiliated cities have the following tasks and powers:
a) State management over the registration of
security interests in land use rights and property on land in the local areas;
b) State management over the registry of security
interests in land use rights and property on land in the local area; hold
professional training courses on registration of security interests with land
use rights and property on land in the local area;
c) Guide, organize the implementation, disseminate
the law on registration of security interests in the local area;
d) Build a land database to create a basis for the
implementation of online registration of security interests in land use rights
and property on land in the local area;
dd) Inspect the registration of security interests
in land use rights and property on land at the land registry according to its
competence;
e) Inspect, settle complaints and whistleblowing
reports, handle violations according to their competence on registration of
security interests with land use rights and property on land in the local area;
g) Comply with the reporting regime to the Ministry
of Justice and the Ministry of Natural Resources and Environment on the
registration of security interests in land use rights and property on land in
accordance with the law on statistics; coordinate with the Ministry of Justice
in performing the tasks specified at Points a, b, c, dd, g, h and k, Clause 2
of this Article.
7. The Department of Justice shall assist the
People's Committees of provinces and centrally affiliated cities in performing
the state management function over registration of security interests in land
use rights and property on land in the province, perform the tasks and powers
specified at Points c, dd and g, Clause 6 of this Article; coordinate with the
Department of Natural Resources and Environment in performing the tasks and
powers of the Department of Natural Resources and Environment specified in
Clause 8 of this Article.
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Chapter V
IMPLEMENTATION
Article 56. Entry in force
1. This Decree comes into force as of January 15,
2023, except for the case specified in Clause 2 of this Article.
2. Provisions in this Decree on carrying out online
registration procedures for the case in Clause 4, Article 47, about granting
online registration accounts in Article 23, on granting database user codes at
Point b, Clause 2, Article 50 and on connection and sharing of data on
registration of security interests in road motor vehicles in Clause 4, Article
53 in the field of registration for movable property other than aircraft ,
seagoing ships and securities that have been centrally registered shall come
into force as of January 1, 2024; in the field of registration for land use
rights, property on land, right to use the sea area, property on the sea area,
aircraft and seagoing ships shall come into force from the time as prescribed
in the law on land, exploitation and utilization of marine resources, aviation
or maritime.
3. This Decree supersedes Decree No. 102/2017/ND-CP
dated September 1, 2017 of the Government on registration of security
interests.
Article 57. Transitional provisions
1. Any secured interest which is entered into
before the effective date of this Decree but not yet registered but still
remains valid may be registered under this Decree.
2. Secured interests registered under law before
the effective date of this Decree are not required to be re-registered under
this Decree. From the effective date of this Decree, if you register to change,
deregister, correct erroneous information in the registered information,
register notice of collateral realization, or this security interest, the
provisions of this Decree shall apply.
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4. Before the effective date in Clause 2, Article
56 of this Decree, online registration accounts issued by competent authorities
and database account codes shall be further used to register or make a request
for information under the provisions of this Decree.
5. Before the effective date in Clause 2, Article
56 of this Decree, any application for issuance of new online registration
account or a new database user code shall comply with Article 54 of the
Government's Decree No. 102/2017/ND-CP dated September 1, 2017 on registration
of security interests, other relevant regulations in the law on land, on the
exploitation and utilization of marine resources, aviation or maritime law.
6. Where a land registry has not been established
in a province or centrally affiliated city, the land use right registration
office or another agency performing the functions of the land registry shall
continue to register the security interest in land use rights and property on
land specified in Article 25 of this Decree until the land registry is
established.
Article 58. Implementation
1. Ministry of Justice, Ministry of Natural
Resources and Environment, Ministry of Transport, Ministry of Finance, People's
Committees of provinces and central affiliated cities shall:
a) Cooperate with the Government Office, relevant
ministries and agencies in managing, connecting and sharing digital data for
information on security interest registration results in accordance with law on
data management, connection and sharing;
b) Use information in the national population database,
electronic identification and authentication system in registration and
provision of information on security interests in accordance with regulations
of the law on data management, connection and sharing.
2. The Ministry of Justice shall coordinate with
the Ministry of Public Security in connecting and sharing digital data on
registration of security interests in road motor vehicles in accordance with
the law on management and connection, data sharing, completed by December 31,
2023; shall complete the online registration software to perform the
registration specified in Clause 4, Article 47 of this Decree, to grant the
online registration accounts specified in Article 23 of this Decree, and to
perform the granting of database user codes specified at Point b, Clause 2,
Article 50 of this Decree, to be completed before December 31, 2023.
In case it is necessary to ensure consistency in
carrying out registration procedures as prescribed in this Decree related to
the information shown on the form enclosed with the Appendix, the Minister of
Justice shall take charge and coordinate with, the Ministry of Justice, and
relevant ministries and agencies in providing guidance according to their
competence.
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ON BEHALF OF
THE GOVERNMENT
PP. THE PRIME MINISTER
DEPUTY PRIME MINISTER
Pham Binh Minh