Circular No. 01/2019/TT-BTP dated January 17, 2019 of the Ministry of Justice on guiding a number of provisions on the registration of security interests in aircraft or seagoing ships

CIRCULAR

Guiding a number of provisions on the registration of security interests in aircraft or seagoing ships^[1]

Pursuant to the November 24, 2015 Civil Code;

Pursuant to the June 29, 2006 Law on Civil Aviation of Vietnam and the November 21, 2014 Law Amending and Supplementing a Number of Articles of the Law on Civil Aviation of Vietnam;

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

Pursuant to the Government’s Decree No. 102/2017/ND-CP of September 1, 2017, on registration of security interests;

Pursuant to the Government’s Decree No. 96/2017/ND-CP of August 16, 2017, defining the functions, tasks, powers and organizational structure of the Ministry of Justice;

At the proposal of the Director of the National Registration Agency for Secured Transactions;

The Minister of Justice promulgates the Circular guiding a number of provisions on the registration of security interests in aircraft or seagoing ships.

Chapter I

GENERAL PROVISIONS

Article 1.Scope of regulation

This Circular guides cases and forms of registration of, and provision of information about, security interests in aircraft or seagoing ships; filling of information in registration requests and recording of registration contents of security interests in aircraft or seagoing ships in the register.

Article 2.Subjects of application

1. The Civil Aviation Authority of Vietnam.

2. The Vietnam Maritime Administration or its Branches or provincial-level Maritime Administrations as decentralized by the Vietnam Maritime Administration (below collectively referred to as Vietnam ship registries).

3. Individuals and legal persons as prescribed by law that request registration of, or provision of information about, security interests in aircraft or seagoing ships.

4. Other related individuals and legal persons.

Article 3.Cases of registration of security interests in aircraft or seagoing ships

1. Pledge or mortgage of aircraft; mortgage of seagoing ships.

2. Title retention in case of purchase and sale of aircraft or seagoing ships with title retention.

3. Change of registered security interests in aircraft or seagoing ships.

4. Correction of errors in registered security interests in aircraft or seagoing ships made by registries.

5. Registration of written notices of disposal of collaterals being aircraft or seagoing ships in case the pledge or mortgage thereof has been registered.

6. Deregistration of security interests in aircraft or seagoing ships.

Chapter II

FILLING OF INFORMATION IN REGISTRATION REQUESTS AND RECORDING OF REGISTRATION CONTENTS IN THE REGISTER

Article 4.Filling of information in registration requests

1. Information about the securing party and secured party; and asset purchaser and seller in case of asset purchase and sale with title retention shall be filled as follows:

a/ For an individual: full name, address, citizenship, serial number of people’s identity card or citizen identity card, for Vietnamese citizens; full name, address, citizenship and serial number of passport, for foreigners; or full name, address and serial number of permanent residence card, for stateless persons residing in Vietnam;

b/ For a legal person established under Vietnam’s law and having a business registration certificate or for a foreign investor: name, address, tax identification number or investment license or investment certificate or investment registration certificate.

For a legal person established and operating under foreign laws: name and address in Latin or English registered with a foreign authority.

2. Information about the security contract shall be filled as follows: serial number of the contract (if any) and date of entering into the contract.

3. Information about the registration of change of the registered security interest, correction of errors in the registered security interest made by the registry, registration of the written notice of disposal of collaterals or deregistration of the security interest shall be filled as follows: serial number of the granted security interest registration certificate.

4. The signing of a registration request is prescribed as follows:

a/ The registration request must bear the signature and seal (if any) of one of the parties participating in the security interest in aircraft or seagoing ship or person authorized by the parties, except the case of deregistration of the security interest;

b/ In case of deregistration of the security interest in aircraft or seagoing ship, the deregistration request must bear signatures of the secured party and asset seller in case of asset purchase and sale with title retention or of the parties participating in the security interest. In case the deregistration request bears no signatures of the secured party and asset seller, the deregistration dossier must have written consents of deregistration of the security interest given by the secured party and asset seller under Point c, Clause 1, Article 29 of the Government’s Decree No. 102/2017/ND-CP of September 1, 2017, on registration of security interests (below referred to as Decree No. 102/2017/ND-CP);

c/ The registration request is required to bear only the signature and seal (if any) of the secured party or person authorized by the secured party, asset seller or person authorized by the asset seller in case of asset purchase and sale with title retention, for case of request for registration of change of the secured party or asset seller; correction of errors in information about the secured party and asset seller; or request for registration of a written notice of disposal of collaterals;

d/ The registration request is required to bear only the signature and seal (if any) of the requesting asset management officer or asset management and liquidation enterprise in case the insolvent enterprise or cooperative has lent its assets to others without making security interest registration.

Article 5.Recording of registration contents of security interests in aircraft in the Aircraft Register of Vietnam

1. In case of registration of aircraft pledge or mortgage or registration of aircraft title retention in case of aircraft purchase and sale with title retention or an aircraft purchase and sale contract enclosed with a document on aircraft title retention, the Civil Aviation Authority of Vietnam shall record the time (hour, minute, date) of registration, name of the pledger or mortgagor, name of the asset purchaser, name of the pledgee or mortgagee and name of the asset seller in the Aircraft Register of Vietnam.

2. In case of registration of change of the registered security interest, the Civil Aviation Authority of Vietnam shall record in the Aircraft Register of Vietnam the following information:

a/ Time (hour, minute, date) of change registration;

b/ In case of change of one of the parties or the parties entering into the contract on aircraft pledge or mortgage or aircraft purchase and sale contract with a title retention clause or contract on aircraft purchase and sale enclosed with a document on aircraft title retention, the phrase “change of the pledger, mortgagor or asset purchaser (or the pledgee, mortgagee or asset seller) to new pledger, mortgagor or asset purchaser (or the new pledgee, mortgagee or asset seller) that is … (name of the latter) according to the request for registration of change of the registered security interest in aircraft dated…” shall be recorded;

c/ In case of change of name of one of the parties or names of the parties entering into the contract on aircraft pledge or mortgage or contract on aircraft purchase and sale with a title retention clause or contract on aircraft purchase and sale enclosed with a document on aircraft title retention, the phrase “change of the name of the pledger, mortgagor or asset purchaser (or the pledgee, mortgagee or asset seller) to new one that is … (name of the latter) according to the request for registration of change of the registered security interest in aircraft dated…” shall be recorded;

d/ In case of withdrawal of part of the pledged or mortgaged asset or asset being an aircraft of which the title is retained, the phrase “withdrawal of part of the pledged or mortgaged asset or asset of which the title is retained, which is … (information about the withdrawn asset); the remaining pledged or mortgaged asset or asset of which the title is retained, which is … (information about the remaining asset) according to the request for registration of change of the registered security interest in aircraft dated…” shall be recorded;

dd/ In case of addition of the pledged or mortgaged asset or asset being an aircraft of which the title is retained, the phrase “addition of the pledged or mortgaged asset or asset of which the title is retained, which is … (information about the added asset) according to the request for registration of change of the registered security interest in aircraft dated…” shall be recorded;

e/ In case of substitution of the pledged or mortgaged asset or asset being an aircraft of which the title is retained, the Civil Aviation Authority of Vietnam shall guide the registration requester in submitting a dossier and carrying out the procedures for deregistration of the security interest in aircraft under Articles 29 and 30 of Decree No. 102/2017/ND-CP, and in submitting a dossier and carrying out the procedures for registration of aircraft pledge or mortgage or registration of aircraft title retention under Articles 24, 25 and 30 of Decree No. 102/2017/ND-CP.

3. In case of registration of a written notice of disposal of the pledged or mortgaged asset being an aircraft in case the security interest has been registered, the Civil Aviation Authority of Vietnam shall record in the Aircraft Register of Vietnam the following information:

a/ Time (hour, minute, date) of registration;

b/ The phrase “a written notice of disposal of … (name of the asset to be disposed of) which has been pledged or mortgaged to … (name of the pledgee or mortgagee) has been issued according to the request for registration of a written notice of disposal of pledged or mortgaged aircraft dated…”.

4. In case of deregistration of a security interest, the Civil Aviation Authority of Vietnam shall record in the Aircraft Register of Vietnam the following information:

Time (hour, minute, date) of deregistration and the phrase “deregistration of the security interest in aircraft between … (name of the asset pledger, mortgagor or purchaser) and … (name the asset pledgee, mortgagee or seller) according to the request for deregistration of the security interest in aircraft dated…”.

Article 6.Recording of registration contents of security interests in seagoing ships in the Vietnam National Seagoing Ships Register

1. In case of registration of seagoing ship mortgage or registration of seagoing ship title retention in case of seagoing ship purchase and sale with title retention or a seagoing ship purchase and sale contract enclosed with a document on seagoing ship title retention, a Vietnam ship registry shall record in the Vietnam National Seagoing Ships Register the following information:

a/ Time (hour, minute, date) of registration;

b/ The phrase “mortgage of a seagoing ship between … (name of the mortgagor) and … (name the mortgagee) under a mortgage contract or credit contract (in case the mortgage in stated in a credit contract) or another written agreement on seagoing ship mortgage No. … (if any) dated…”;

c/ The phrase “retention of title of a seagoing ship between … (name of the asset purchaser) and … (name of the asset seller) under a purchase and sale contract with a title retention clause or a purchase and sale contract enclosed with a document on seagoing ship title retention No. … (if any) dated…”.

2. In case of registration of change of the registered security interest, a Vietnam ship registry shall record in the Vietnam National Seagoing Ships Register the following information:

a/ Time (hour, minute, date) of registration;

b/ In case of change of one of the parties or the parties entering into the contract on seagoing ship mortgage or contract on seagoing ship purchase and sale with a title retention clause or contract on seagoing ship purchase and sale enclosed with a document on seagoing ship title retention, the phrase “change of the mortgagor or asset purchaser (or the mortgagee or asset seller) to the new mortgagor or asset purchaser (or the new mortgagee or asset seller) that is … (name of the latter) according to the request for registration of change of the registered security interest in seagoing ship dated…” shall be recorded;

c/ In case of change of name of one of the parties or names of the parties entering into the contract on seagoing ship mortgage or contract on seagoing ship purchase and sale with a title retention clause or contract on seagoing purchase and sale enclosed with a document on seagoing ship title retention, the phrase “change of the name of the mortgagor or asset purchaser (or the mortgagee or asset seller) to the new one that is … (name of the latter) according to the request for registration of change of the registered security interest in seagoing ship dated…” shall be recorded;

d/ In case of withdrawal of part of the mortgaged asset or asset being a seagoing ship of which the title is retained, the phrase “withdrawal of part of the mortgaged asset or asset of which the title is retained, which is… (information about the withdrawn asset), the remaining mortgaged asset or asset of which the title is retained, which is … (information about the remaining asset) according to the request for registration of change of the registered security interest in seagoing ship dated…” shall be recorded;

dd/ In case of addition of the mortgaged asset or asset being a seagoing ship of which the title is retained, the phrase “addition of the mortgaged asset or asset of which the title is retained, which is … (information about the added asset) according to the request for registration of change of the registered security interest in seagoing ship dated…” shall be recorded;

e/ In case of substitution of the mortgaged asset or asset being a seagoing ship of which the title is retained, a Vietnam ship registry shall guide the registration requester in submitting a dossier and carrying out the procedures for deregistration of the security interest in seagoing ship under Articles 37 and 38 of Decree No. 102/2017/ND-CP, and in submitting a dossier and carrying out the procedures for registration of seagoing ship mortgage or title retention in case of purchase and sale of a seagoing ship with title retention under Articles 32, 33 and 38 of Decree No. 102/2017/ND-CP.

3. In case of registration of a written notice of disposal of the mortgaged asset being a seagoing ship in case the security interest has been registered, a Vietnam ship registry shall record in the Vietnam National Seagoing Ships Register the following: time (hour, minute, date) of registration and the phrase “a written notice of disposal of … (name of the asset to be disposed of) which has been mortgaged to … (name of the mortgagee) has been issued according to the request for registration dated…”.

4. In case of deregistration of a security interest, a Vietnam ship registry shall record in the Vietnam National Seagoing Ships Register the following: time (hour, minute, date) of deregistration and the phrase “deregistration of the security interest in seagoing ship between … (name of the asset mortgagor or purchaser) and … (name the asset mortgagee or seller) according to the request for deregistration of the security interest in seagoing ship dated…”.

Chapter III

IMPLEMENTATION PROVISIONS

Article 7.Effect

1. This Circular takes effect on March 3, 2019.

2. Promulgated together with this Circular are the forms of registration of, and provision of information about, security interests in aircraft, including:

a/ Appendix 01: Request for registration of security interest in aircraft;

b/ Appendix 02: Certificate of registration of security interest in aircraft;

c/ Appendix 03: Request for registration of change of the registered security interest in aircraft;

d/ Appendix 04: List of registered contracts on security interest in aircraft;

dd/ Appendix 05: Certificate of registration of change of the registered security interest in aircraft;

e/ Appendix 06: Request for correction of errors in the registration of security interest in aircraft;

g/ Appendix 07: Request for registration of a written notice of disposal of collateral being aircraft;

h/ Appendix 08: Certificate of registration of a written notice of disposal of collateral being aircraft;

i/ Appendix 09: Request for deregistration of security interest in aircraft;

k/ Appendix 10: Certificate of deregistration of security interest in aircraft;

l/ Appendix 11: Request for provision of information about security interest in aircraft.

3. Promulgated together with this Circular are the forms of registration of, and provision of information about, security interests in seagoing ships, including:

a/ Appendix 01: Request for registration of security interest in seagoing ship;

b/ Appendix 02: Certificate of registration of security interest in seagoing ship;

c/ Appendix 03: Request for registration of change of the registered security interest in seagoing ship;

d/ Appendix 04: List of registered contracts on security interest in seagoing ship;

dd/ Appendix 05: Certificate of registration of change of the registered security interest in seagoing ship;

e/ Appendix 06: Request for correction of errors in the registration of security interest in seagoing ship;

g/ Appendix 07: Request for registration of a written notice of disposal of collateral being seagoing ship;

h/ Appendix 08: Certificate of registration of a written notice of disposal of collateral being seagoing ship;

i/ Appendix 09: Request for deregistration of security interest in seagoing ship;

k/ Appendix 10: Certificate of deregistration of security interest in seagoing ship;

l/ Appendix 11: Request for provision of information about security interest in seagoing ship.

4. This Circular replaces Joint Circular No. 02/2012/TTLT-BTP-BGTVT of March 30, 2012, of the Minister of Justice and Minister of Transport, guiding the registration of, and provision of information about, pledge or mortgage of aircraft and mortgage of seagoing ships.

Article 8.Transitional provisions

1. For security interests in aircraft or seagoing ships that are registered before the effective date of this Circular and remain valid, registration requesters are not required to register such security interests again under this Circular.

2. In case a registration requester submits a registration dossier or provides information about aircraft pledge or mortgage or seagoing ship mortgage before the effective date of this Circular but such dossier remains unprocessed, a registry shall carry out the registration or provision of information according to the procedures prescribed in this Circular.

3.  In case a registration requester registers aircraft pledge or mortgage or seagoing ship mortgage in accordance with law before the effective date of this Circular and subsequently requests the registration of a change in the registered security interest or requests the correction of an error in the registered security interest made by the registry or requests the registration of a written notice of disposal of the collateral in case the registration or deregistration of the security interest is made after the effective date of this Circular, it/he/she shall comply with this Circular.

Article 9.Organization of implementation

1. The Ministry of Justice, Ministry of Transport, Civil Aviation Authority of Vietnam, Vietnam ship registries and related organizations and individuals shall implement this Circular.

2. Any problems arising in the course of implementation of this Circular should be promptly reported by the Civil Aviation Authority of Vietnam, Vietnam ship registries and related organizations and individuals to the Ministry of Justice for study and solution.-

Minister of Justice
LE THANH LONG

* The appendices to this Circular are not translated.