DECREE

On registration of security interests

THE GOVERNMENT

Pursuant to the June 19, 2015 Law on Organization of the Government;

Pursuant to the November 24, 2015 Civil Code;

Pursuant to the November 25, 2015 Maritime Code of Vietnam;

Pursuant to the November 29, 2013 Land Law;

Pursuant to the November 25, 2014 Housing Law;

Pursuant to the June 29, 2006 Law on Civil Aviation of Vietnam and the Law Amending and Supplementing a Number of Articles of the Law on Civil Aviation of Vietnam;

Pursuant to the December 3, 2004 Law on Forest Protection and Development;

At the proposal of the Minister of Justice,

The Government promulgates the Decree on registration of security interests.

Chapter I

GENERAL PROVISIONS

Article 1. Scope of regulation

This Decree prescribes the procedures for registration of, and provision of information about, asset-based security interests (below referred to as registration of, and provision of information about, security interests); and the state management of the registration of security interests.

Article 2. Objects of application

1. Individuals and legal persons that request registration of security interests or ask for information about security interests.

Households that request registration of security interests or ask for information about security interests in accordance with the Civil Code.

2. Agencies about security interests; and agencies competent to perform the state management of registration of security interests.

3. Other related individuals and legal persons.

Article 3. Interpretation of terms

In this Decree, the terms below are competent to register and provide information construed as follows:

1. Registration of security interests means the recording in the security interest register or entry into the database on security interests by a registry of the use of assets by the securing party to secure the performance of an obligation toward the security-accepting party;

2. Register means a cadastral register or a register of mortgage of future land-attached assets in case of security interest in land use rights or land-attached assets, Vietnam aircraft register in case of security interest in aircraft, Vietnam seagoing ship register in case of security interest in seagoing ships, or another register as prescribed by law;

3. Database on security interests means a collection of information about registered security interests which are kept at a registry;

4. National database on security interests means a system of information about registered security interests in certain types of assets nationwide;

5. Code for use of the database on security interests means a series of numbers and an online registration account (including a username and a password) which are granted to an individual or a legal person for online registration of security interests;

6. Valid dossier for registration means a dossier comprising a written request for registration and other valid documents or only a written request for registration, if so required by law;

7. Valid written request for registration means a written request containing all information to be compulsorily declared.

Article 4. Cases subject to registration

1. The following security interests are subject to registration:

a/ Mortgage of land use rights;

b/ Mortgage of land-attached assets the ownership of which has been certified in the certificate of land use rights and ownership of houses and land-attached assets;

c/ Pledge or mortgage of aircraft;

d/ Mortgage of seagoing ships.

2. The following security interests may be registered upon request:

a/ Mortgage of other movable property;

b/ Mortgage of future land-attached assets;

c/ Title retention in case of purchase and sale of land-attached assets or future land-attached assets; purchase and sale of aircraft or seagoing ships; or purchase and sale of other movable property with title retention.

Article 5. Validity time of security interest registration

1. The registration of security interest in land use rights, land-attached assets, aircraft or seagoing ship will become valid when the registry records the registration contents in the register.

The registration of security interests in other movable property will become valid when it is updated in the database on security interests.

2. The registration of change due to addition of collateral without making a new security contract or due to addition of a secured obligation and involved parties’ failure to reach agreement on obligations arising in the future at the time of entering into their contract, will become valid when it is updated in the register or database on security interests.

3. The following cases will not change the time when the registration of security interests becomes valid:

a/ Changing the registration of mortgage of property rights arising out of a house purchase and sale contract to the registration of mortgage of a future house or changing the registration of mortgage of property rights arising out of a house purchase and sale contract to the registration of mortgage of a house when the future house has been built as prescribed in the Housing Law, the registration of security interests will become valid from the time of registration of mortgage of property rights arising out of the house purchase and sale contract;

b/ Cases of registration of change prescribed in Clauses 1, 2, 4 and 5, Article 18 of this Decree.

Article 6. Validity period of security interest registration

The registration of a security interest will become valid from the time of registration specified in Article 5 of this Decree to the time of deregistration.

Article 7. Principles of registration of, and provision of information about, security interests

1. The contents of declaration and documents in dossiers of request for registration of security interest in land use rights, land-attached assets, aircraft or seagoing ships must be consistent with those kept at the registry.

The registry may not require any documents other than those prescribed by law in the dossiers; and may not require involved parties to correct the name or content of their security contract unless there are errors made by the requester for registration.

2. The security interests in other movable property shall be registered based on contents self-declared in the written requests for registration and the requesters for registration shall take responsibility before law for the lawfulness and accuracy of information declared in their written requests.

3. Information about registered security interests shall be kept in the register, databases and the national database on security interests. The registry shall provide information about registered security interests upon request of individuals, legal persons or households.

Article 8. Requesters for registration and their obligations and responsibilities

1. Requesters for registration of security interests, change of registered security interests, correction of errors, registration of written notices of disposal of collateral, or deregistration of security interests include: securing party, security-accepting party; seller and buyer in case of transfer or purchase and sale of assets with title retention (below referred to as securing party and security-accepting party); asset administrator, asset administration or liquidation enterprise if the insolvent enterprise or cooperative lent its assets to others without registration of security interests, or lawful representatives of these entities. In case of replacement of the securing party or security-accepting party, the new securing party or security-accepting party will become the requester for registration.

The requester for registration shall submit a dossier of request for deregistration of security interest as prescribed at Point i, Clause 1, Article 21 of this Decree if the securing party or security-accepting party that fails to request deregistration is the civil judgment enforcement agency; or is the bailiff office if the bailiff office performs tasks of a civil judgment enforcement agency as prescribed by law (below referred to as bailiff office); or is the individual or legal person that purchases the assets under a judgment enforcement decision.

2. A requester for registration shall make a complete, accurate and truthful declaration consistent with the content of the secured transaction already entered into, take responsibility for the provided information, and pay compensation for any caused damage in accordance with law.

Article 9. Agencies competent to register or provide information about security interests

1. The Civil Aviation Authority of Vietnam under the Ministry of Transport shall register and provide information about security interest in aircraft.

2. The Vietnam Maritime Administration or its Branch Offices or maritime administrations as decentralized by the Vietnam Maritime Administration under the Ministry of Transport (below referred to as Vietnam Registrar of Ships) shall register and provide information about security interest in seagoing ships.

3. Branches of land registries and land registries under provincial-level Departments of Natural Resources and Environment (below referred to as land registries) shall register and provide information about security interests in land use rights and land-attached assets.

4. The Transaction and Asset Registration Center of the National Registration Agency for Secured Transactions under the Ministry of Justice (below referred to as the registration center) shall register and provide information about security interests in movable property and other assets not falling within the registration competence of the agencies defined in Clauses 1, 2 and 3 of this Article.

Article 10. Tasks, powers and responsibilities of agencies competent to register or provide information about security interests

1. An agency competent to register or provide information about security interests has the following tasks and powers:

a/ To register security interests; to register change of registered security interests; to correct errors; to register written notices of disposal of collateral; and to deregister security interests;

b/ To certify registration of security interests in land use rights and land-attached assets; to grant written certifications of registration of security interests in aircraft, seagoing ships and other movable property, and copies of written certifications of registration of security interests;

c/ To provide information about security interests;

d/ To refuse registration or provision of information in case there is a ground specified in Article 15 or 61 of this Decree;

dd/ To collect, remit, manage and use charges for registration or provision of information about secured transactions in accordance with law;

e/ To manage registered online information according to its competence;

g/ To update information about security interests into the national database on security interests;

h/ To archive dossiers and documents on security interest