Integrated Document No. 8019/VBHN-BTP dated December 10, 2013 of the Ministry of Justice integrates the Decrees on secured transactions

THE MINISTRY OF JUSTICE

Integrated Document No. 8019/VBHN-BTP dated December 10, 2013 of the Ministry of Justice integrates the Decrees on secured transactions

The Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from January 27, 2007, amended by:

1. The Government s Decree No. 83/2010/ND-CP dated July 23, 2010 on registration of secured transactions, coming into force from September 9, 2010.

2. The Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

Pursuant to the Law on Government organization dated December 25, 2001; Pursuant to the Civil Code dated June 14, 2005;

Pursuant to the Resolution No. 45/2005/QH11 dated June 14, 2005 of the National Assembly on implementation of the Civil Code;

At the proposal of the Minister of Justice^[1],

Chapter 1.

GENERAL PROVISIONS

Article 1.Scopeof adjustment

This Decree provides guidelines for the Civil Code in terms of establishment and performance of secured transactions for the purpose of securing civil obligations and disposal of collateral.

Article 2.Application of law

The establishment, performance of secured transactions and disposal of collateral shall comply with the Civil Code, this Decree, and relevant legislative documents.

Article 3.Interpretation of terms

For the purposes of this Decree, these terms below shall be construed as follows:

1.2Grantor means a party that uses its/his/her property, land use rights or prestige or commits to performing a job toward the secured party to secure the performance of its/his/her or others civil obligations. A grantor may be a pledgor, mortgagor, depositing party, depositor, guarantor or grassroots socio-political organization, for case of trust.

2. Secured party means an obligee in a civil relation whereby the exercise of that right is secured with one or more than one security transaction, may be a pledgee, mortgagee, recipient of deposit, creditor or a credit institution in case of trust, or beneficiary in case of escrow.

3. Bona fide secured party means a secured party that is ignorant or unable to know that the grantor is not entitled to use an asset to secure the performance of civil obligations.

4. Obligor means a party that is supposed to perform the secured obligation toward the obligee.

5. Secured obligation means part or the whole of a civil obligation, which may be a present obligation, a future obligation or a conditional obligation, of which the performance is secured with one or more than one security transaction.

6. Future obligation means a civil obligation arising from a civil transaction that is established after a security transaction is entered into.

7. Collateral means any form of property used by the grantor to secure the performance of a civil obligation toward the secured party.

8. Circulating property in the ordinary course of business means movable to be used for exchange, trade, lease in the ordinary course of the grantor s business.

9.3Valuable papers mean stocks, bonds, bills of exchange, promissory notes, bonds of credit, deposit certificates, checks, fund certificates and other law-prescribed valuable papers which, according to law, are monetizable and tradable."

10. Tradable property means property not banned from transactions under law at the time a security transaction is established.

Article 4.Collateral

1.4Collateral means existing property or off-plan property which is not banned from transaction by law."

2.5Off-plan property includes:

a) Property acquired from loans;

b) Property which is in the process of forming or being lawfully constituted at the time of entering into the secured transaction;

c) Property which has been formed and are subject to ownership registration but is solely registered in accordance with law after the time of entering into the secured transaction.

Off-plan property does not include land use rights.

3. Unless otherwise provided for by law, state enterprises are entitled to use assets under their management to secure the performance of civil obligations.

4. If a security transaction is lawfully entered into and binding on a third party, the court or a competent authority may not seize collateral for the performance of another obligation by the grantor, unless otherwise provided for by law.

Article 5.Value of property used to secure the performance of multiple civil obligations

In case the grantor uses a property to secure the performance of multiple civil obligations as prescribed in Clause 1, Article 324 of the Civil Code, the involved parties may agree to use a property whose value is less than, equal to or greater than the total value of the secured obligations, unless otherwise provided for by law.

Article 6.Payment priority order

1. The payment priority order upon the disposal of collateral is determined in accordance with Article 325 of the Civil Code.

2. Parties secured with the same property may agree on the interchange of the payment priority order between them. The subrogor of payment order shall be given priority to the payment within the scope of security of its subrogee.

3. If the proceeds from the disposal of the collateral is not enough to pay the secured parties with the same payment priority, that amount shall be paid to those parties in proportion to the values of secured obligations.

Article 7.Selection of secured transactions to secure the performance of civil obligations

When a civil obligation is secured with multiple secured transactions but the obligor fails to perform or improperly performs that obligation when it comes due, the secured party may select a security transaction to dispose of or dispose of all secured transactions, unless otherwise agreed by involved parties.

"Article 7a.Notification of the mortgage of road motor vehicles, inland watercraft and railway vehicles6

1. After the mortgage of a road motor vehicle, inland watercraft or railway vehicle is registered and the applicant for registration pays the fee for the issuance of a duplicate of the secured transaction registration certificate, the Registry of secured transaction  shall send 1 duplicate of the registration certificate to the authority competent to make vehicle/watercraft circulation registration. The authority shall then update information on the mortgage of the vehicle/watercraft right on the date of receiving the duplicate of the secured transaction registration certificate.

2. After the mortgage of a vehicle/watercraft is deregistered and the applicant for deregistration pays the fee for the issuance of a duplicate of the secured transaction deregistration certificate, the Registry of secured transactions shall send 1 duplicate of the deregistration certificate to the authority competent to register the vehicle/watercraft. This authority shall then update information on the deregistration of the mortgage of such vehicle/watercraft.

3. The owner of a vehicle/vessel currently recorded as a collateral that wishes to have the vehicle/vessel registration certificate re-granted or renewed or to transfer the ownership of such vehicle/vessel but has not yet obtained the secured transaction deregistration certificate shall produce a certified copy or a copy, enclosed with the original for comparison, of the release of mortgage or the mortgagee s written consent.

Chapter 2.

ENTERING INTO SECURED TRANSACTIONS

Article 8.Security for performance of obligations with off-plan property7

1. When the grantor owns a part or the whole of the off-plan collateral, the secured party will have the right to part or the whole of that collateral. For property that is, under law, subject to the ownership registration but have not yet been registered by the grantor, the secured party may still dispose it when the time for disposal comes due.

2. In case a off-plan property is disposed to secure the performance of a civil obligation, the competent authority shall, according to the results of disposal, to carry out procedures for assigning the right to ownership or right to enjoyment of such property to the purchaser or recipient as soon as practicable.

Article 8a.Security for the performance of future obligations8

1. In a contract on security for the performance of a future obligation, parties are not required to reach specific agreements on the scope of the secured obligation and time limit for performance of such obligation, unless otherwise agreed upon or provided by law.

2. When an obligation arises, parties are not required to register changes to the contents of the secured transaction already registered.

Article 9.Notarization or certification of secured transactions authenticity

1. The notarization or certification of secured transactions shall be agreed upon by the involved parties.

2. When it is so provided for by law, secured transactions must be notarized or certified.

Article 10.Effect of secured transactions

1. A secured transaction which is lawfully entered into takes effect as from the time it is entered into, except for the following cases:

a) The involved parties otherwise agree;

b) The pledge of property takes effect as from the time the property is handed over to the pledgee;

c) The mortgage of land use rights, forest use right, ownership over planted production forests, aircraft or seagoing vessels becomes valid as from the time of mortgage registration;

d) The secured transaction becomes valid as from the time it is notarized or certified under law.

2.9(annulled)

Article 11.Validity of secured transaction against a third party

1. A secured transaction shall be legally valid against a third party as from the time it is registered. The time of registration is determined in accordance with law on registration of secured transactions.

2. The change of a party or parties to a secured transaction shall not change the time that secured transaction is legally valid against a third party.

Article 12.Registration of secured transactions

1. Cases where registration is required include:

a) The mortgage of land use rights;

b) The mortgage of forest use rights, ownership right to planted production forests;

c) The mortgage of aircraft or seagoing vessels;

d)10(Annulled)

dd) Other cases specified by law.

2. Secured transactions not falling into the cases specified in Clause 1 of this Article shall be registered upon requests of organizations or individuals.

3. The procedures and competence for registering secured transactions shall comply with the provisions of law on registration of secured transactions.

4.11In case the grantor is a person obliged to execute the judgment and the secured party is a person in favor of whom a judgment is executed and the fulfillment of the grantor’s obligations towards the secured party has been certified by a competent civil enforcement agency through the issuance of a written certification of judgment enforcement results, when requesting secured transaction deregistration, the grantor may use such written certification in replacement of the secured party s written consent of secured transaction deregistration.

Article 13.Collateral not owned by the grantor

1. When a grantor uses the property not under its ownership to secure the performance of civil obligations, the owner may reclaim that property as prescribed in Articles 256, 257 and 258 of the Civil Code and Clause 2 of this Article.

2. When a collateral is purchased on a deferred payment, payment in installments or is rented for a term of at least one year from an enterprise or an individual that has made business registration, i.e., machinery, equipment or other movable not subject to the ownership registration and the contract on purchase on deferred payment, payment in installments or rent registered at a Registry of secured transactions within fifteen days after that contract is entered into, the seller may retain the ownership and the renter is on the top payment priority upon the disposal of collaterals. If no registration is made or the registration is made after the above time limit and after the secured transaction is registered, the secured party is considered as a bona fide secured party and on the top payment priority upon the disposal of collaterals.

3. Organizations or individuals that are secured with property purchased on a deferred payment, payment in installments or rented shall not be considered bona fide secured parties after the contracts on purchase on deferred payment, payment in installments or rent are registered.

Article 14.Grantor being restructured juridical person

1. A grantor being a restructured juridical person shall notify the secured party of its restructuring before the total division, partial division, consolidation, acquisition, conversion.

2. Involved parties shall agree on the inheritance and performance of secured obligations and secured transactions in the process of restructuring of juridical persons. If no agreement is reached, the secured party may request the obligor to fulfill the obligations ahead of schedule. If it does not so request, the secured transaction shall be conducted as follows:

a) In case of total division of a juridical person, new juridical persons shall jointly conduct the secured transaction;

b) In case of partial division of a juridical person, the divided and dividing juridical person shall jointly conduct the secured transaction;

c) In case of consolidation, acquisition, the transferee juridical person, acquirer juridical person shall conduct the secured transaction;

d) In case of conversion of an enterprise or state company, the converted enterprise shall conduct the secured transaction.

3.12Parties to a valid secured transaction concluded prior to the total division, partial division, consolidation, acquisition or conversion of juridical persons (referred to as restructuring of juridical persons) are not required to re-conclude such transaction when restructuring juridical persons.

If the secured transaction has been registered, the new juridical person shall produce the document on the restructuring of juridical persons issued by a competent agency to register changes in accordance with regulations of law.

Article 15.Relationship between secured transactions and contracts involving secured obligations

1. When a contract involving secured obligations is declared null and void but the contracting parties have not yet performed it, the secured transaction shall terminate. If the contract involving secured obligations has been partially or wholly performed, the secured transaction shall not terminate, unless otherwise agreed upon.

2. Unless otherwise agreed upon, void secured transaction shall not terminate the contract involving the secured obligations.

3. When a contract involving secured obligations is cancelled or unilaterally terminated but the contracting parties have not yet performed it, the secured transaction shall terminate. If the contract involving secured obligations has been partially or wholly performed, the secured transaction shall not terminate, unless otherwise agreed upon.

4. Unless otherwise agreed upon, cancelled or unilaterally terminated secured transaction shall not terminate the contract involving the secured obligations.

5. If a secured transaction does not terminate as prescribed in Clauses 1 and 3 of this Article, the secured party may dispose of the collateral for settling the repayment obligation of the obligor.

Chapter 3.

CONDUCTING SECURED TRANSACTIONS

SECTION 1. PLEDGE

Article 16.Lien over pledged asset

After taking the handover of the pledged asset, the pledgee shall directly keep that asset or authorize a third party to keep it. In case of authorizing a third party to keep the asset, the pledgee shall still be held accountable to the pledgor for the performance of obligations specified in Article 332 of the Civil Code and other obligations as agreed with the pledgor.

Article 17.Responsibilities of the pledgee in case the pledged asset is lost, damaged, deteriorated or devalued

1. In case the pledged asset is an object facing risk of deterioration or devaluation, the pledgee currently keeping that asset shall notify the pledgor of the risks and request the latter to give the handling methods within a given time limit. If the pledgor fails to reply, when the time limit expires, the pledgee shall take necessary preventive measures. The pledgee may request the pledgor to pay reasonable expenses if the former is not at fault for the risk.

When the pledged asset is lost, damaged, deteriorated or devalued due to fault of the pledgee, the pledgee shall pay damages to the pledgor.

2. case the pledged asset is an object kept by a third party and facing risk of loss, damage, deterioration or devaluation, the rights and obligations between the third party and the pledgee shall comply with the contract of bailment.

3. The provisions of Clauses 1 and 2 of this Article do not apply in case the pledged asset suffers normal wear and tear.

Article 18.Responsibilities of the pledgee in case of sale, exchange, donation, lease or lending of the pledged asset or use of the pledged asset to secure the performance of other obligations

1. When the pledgee sells, exchanges, donates, leases or lends the pledged asset or uses the pledged asset to secure the performance of other obligations in contravention of the provisions of Clause 2, Article 332 of the Civil Code, the pledgor is entitled to reclaim that asset and request the pledgee to pay damages. The pledgor is not entitled to reclaim the asset in the following cases:

a) The buyer, exchangee and donee may establish the ownership within the prescriptive period specified in Clause 1, Article 247 of the Civil Code;

b) The buyer or exchangee of pledged asset being movables is not required to register the asset ownership and considered a bona fide party according to the provisions of Article 257 of the Civil Code.

2. If the pledgor is not entitled to reclaim the asset from the buyer, exchangee or donee as prescribed in the provisions of Clause 1 of this Article, the pledgee shall pay damages to the pledgor.

Article 19.Rights of the pledgee in case of pledge of bills of lading, savings cards or valuable papers

1. In case of pledge of an order bill of lading or a bearer bill of lading (complete set of bills of lading) as prescribed in Article 89 of the Maritime Code of Vietnam, the pledgee has the rights to the cargo stated in that bill of lading.

2. case of pledge of a savings card, the pledgee may request the organization receiving savings deposits to freeze the savings deposit account of the pledgor.

3.13In case of pledge of a valuable paper, the pledgee may request the issuer of that valuable paper or the Vietnam Securities Depository to secure its/his/her right to monitor that valuable paper.

If breaching the commitment to securing the pledgee s monitoring right and causing damage to the pledgee, the valuable paper issuer or the Vietnam Securities Depository shall pay compensation to the pledgee, unless otherwise agreed upon.

For pledged assets being securities which must be registered or deposited, the pledge registration at Registry of secured transactions complies with the law on registration of secured transactions while the registration and depositing of securities at the Vietnam Securities Depository complies with the law on securities.

SECTION 2. MORTGAGE

Article 20.Rights of the mortgagee in case the mortgagor sells, exchanges or donates the mortgaged asset

1. In case the mortgagor sells, exchanges or donates the mortgaged asset that is not a circulating property in the ordinary course of business without the consent of the mortgagee, the mortgagee may reclaim the mortgaged asset, except for the following cases:

a) The purchase or exchange is conducted before the time of mortgage registration, and the buyer or the exchangee of the mortgaged asset is considered as a bona fide party;

b) For the buyer or the exchangee of a motor vehicle which has been registered for mortgage, the content of the mortgage registration does not accurately describe the chassis number14of road motor vehicle, inland watercraft, railway vehicle15and the buyer or exchangee is considered as a bona fide party.

2. If the mortgagee does not exercise the right to reclaim the mortgaged asset, the proceeds, the right to claim payment or other property obtained from the sale, purchase or exchange of the mortgaged asset will become the mortgaged asset in replacement of the sold or exchanged asset.

For a registered secured transaction, the mortgagee may take initiative in requesting the registration of change of the collateral. The registration of change of the collateral in this case does not change the time of registration.

3. If the mortgagor sells or exchanges the mortgaged asset being a circulating property in the ordinary course of business within the scope business; sells or exchanges the mortgaged asset of other types with the consent of the mortgagee and in the cases specified at Points a and b, Clause 1 of this Article, the buyer or the exchangee may have the ownership over that asset.

Article 20a.Keeping papers on mortgaged assets16

In case the mortgaged asset is an aircraft, a seagoing vessel or a vehicle specified in Article 7a of this Decree, the mortgagor shall keep the original aircraft title document. Vietnamese seagoing vessel registration certificate or vehicle registration certificate during the validity term of the mortgage contract.

Article 21.Mortgaged assets under lien17

In case a mortgaged asset is currently placed under a lien as prescribed in Article 416 of the Civil Code, the lienor shall hand over such asset to the mortgagee for handling as prescribed by law after the mortgagee or the obligor fulfills its/ his/her obligations toward the lienor.

Article 22.Mortgage of the right to claim debts

1. A creditor may mortgage a part or the whole of the claim, including also the future claim, without the consent of the debtor.

2. The claim mortgagee has the following rights and obligations:

a) To request the debtor to pay the due debt, if the debtor fails to perform or improperly performs the debt payment obligation;

b) To provide information on the mortgage of the claim, when so requested by the debtor.

3. The debtor has the following rights and obligations:

a) To pay the debt to the mortgagee as prescribed in Point a, Clause 2 of this Article;

b) To request the mortgagee to provide information on the mortgage of the debt claim; or to refuse to pay the debt to the mortgagee in case of the mortgagee’s failure to provide information.

4. When the claim is assigned as prescribed in Article 309 of the Civil Code, the order of priority between the claim assignee and mortgagee is determined according to the time of registration of assignment and mortgage transactions at the competent Registry of secured transactions.

5.18In case the claim is assigned under Article 313 of the Civil Code, involved parties are not required to re-conclude the secured transaction. When carrying out procedures for registering replacement of the secured party as prescribed by law, the assignee of the claim shall present the contract of claim assignment to prove such replacement.

Article 23.Lease or lending of mortgaged asset

1. When the mortgagor leases or lends the mortgaged asset without notifying the lesser or the borrower of the current mortgage of that asset as prescribed in Clause 5, Article 349 of the Civil Code, thus causing damage, it shall pay damages to the lessee or the borrower.

2. The contract for lease or lending of the mortgaged asset shall terminate when the mortgaged asset is disposed of for the obligation performance. The lessee or the borrower shall hand over the asset to the mortgagee for disposal, unless otherwise agreed upon by the mortgagee and the lessee or the borrower.

Article 24.Mortgage of property being leased

In case of mortgage of property being leased, the mortgagor shall notify the mortgagee of the lease. If that asset is disposed of for the obligation performance, the lessee may continue the lease until the expiration of the lease term under the lease agreement, unless otherwise agreed upon by the parties.

Article 25.Responsibilities of the mortgagor or a third party keeping the mortgaged asset

1. If the mortgaged asset is lost, damaged, deteriorated or devalued, the mortgagor shall promptly notify such to the mortgagee and repair, supplement or replace that asset with another asset of equivalent value or add or replace the mortgage with another type of security, unless otherwise agreed upon by the parties.

2. When the third party keeping the mortgaged asset pays damages for the loss, deterioration or devaluation of the mortgaged asset as prescribed in Clause 1, Article 352 of the Civil Code, the paid damages shall become the collateral.

3. The third party keeping the mortgaged asset is not required to pay damages if the mortgaged asset suffers normal wear and tear.

Article 26.Supervision and inspection of mortgaged off-plan property

The mortgagor is obliged to enable the mortgagee to exercise the right to supervise and inspect the process of property formation. The supervision and inspection by the mortgagee must neither obstruct nor cause troubles for the formation of the property.

Article 27.Investment in mortgaged asset

1. The mortgagee must not restrict the investment by the mortgagor or a third party in the mortgaged asset to increase that asset s value.

2. When the mortgagor invests in the mortgaged asset and uses the asset portion increased as a result of investment to secure the performance of another obligation or when a third party invests in the mortgaged asset and takes up the mortgage of the every asset portion increased as a result investment, the case shall be handled as follows:

a) If the increased asset portion can be detached from the mortgaged asset without devaluing the mortgaged asset compared with its value before investment, the secured parties may detach asset portions they receive as security for disposal.

b) If the asset portion increased as a result of investment cannot be detached from the mortgaged asset, such mortgaged asset shall be disposed of as a whole for the obligation performance. The order of payment priority between the co-secured parties is determined according to the time of registration.

3.19Cases in which the mortgagor or a third party invests in the mortgaged asset (below referred to as mortgaged asset investor) but does not use the asset portion increased as a result of investment to secure the performance of civil obligations shall be settled as follows:

a) If the asset portion increased as a result of investment can be detached from the mortgaged asset without causing loss to or reducing the value of the mortgaged asset, when handling the mortgaged asset, the mortgaged asset investor may detach such increased portion from the mortgaged asset, unless otherwise agreed upon;

b) If the asset portion increased as a result of investment cannot be detached from the mortgaged asset or if such portion is detached from the security asset, the value of the mortgaged asset will be lost or reduced, when handling the mortgaged asset, the mortgaged asset investor may not detach such increased portion from the mortgaged asset but will be prioritized for receiving payment for the increased value, unless otherwise agreed upon.

Article 28.Return of land use right certificates or asset ownership certificates to mortgage registration applicants

1. When it is agreed by the parties or permitted by law to use the land use rights or property with ownership registration to secure the performance of multiple civil obligations, the mortgagee or a third party currently holding the land use right certificate or the asset ownership certificate shall return such certificate to the registration applicant for carrying out procedures for mortgage registration, unless the registration of secured transaction is otherwise agreed upon by the co-secured parties.

2. Within five days from the date on which the secured transaction registration is completed, the registration applicant shall return the land use right certificate or the asset ownership certificate to the mortgagee or a third party entitled to hold such certificate, unless otherwise agreed upon by the parties.

SECTION 3. DEPOSITS

Article 29.Cases where deposits or advance payments are not clearly identified

When a contracting party transfers to the other party a sum of money, which is not clearly identified by the parties as a deposit or an advance payment, that sum of money shall be considered an advance payment.

Article 30.Obligations of depositing party

1. Pay the recipient of the deposit reasonable expenses for safekeeping of the deposited asset, unless otherwise agreed upon.

2. Carry out the registration of the ownership over the deposited asset for the recipient of the deposit, for property of which the ownership must be registered as required by law, in case the ownership over that asset is assigned to the recipient of the deposit as provided for by law or agreed upon.

Article 31.Rights of depositing party

The depositing party may request the recipient of the deposit to stop using the deposited asset if the use of such asset may pose a danger of deterioration or devaluation.

Article 32.Obligations of recipient of deposit

1. Do safekeeping of the deposited asset; not to exploit or use that asset, unless otherwise agreed upon by the parties.

2. Do not enter into transaction in the deposited asset, unless it is so agreed by the depositing party.

Article 33.Rights of recipient of deposit

Unless otherwise agreed upon, the recipient of the deposit may own the deposited asset if the depositing party refuses to enter into or execute the contract.

The recipient of the deposit may own the deposited asset if the rented asset no longer exists for return to the recipient of the deposit, unless otherwise agreed upon.

SECTION 4. ESCROW

Article 34.Escrowed property

1. Escrowed property specified in Clause 1, Article 360 of the Civil Code is put in an escrow account at a commercial bank to secure the performance of civil obligations.

2. The escrowed property and the escrow shall be established single or multiple times at the escrow bank shall be agreed upon by the parties or provided for by law.

Article 35.Obligations of the escrow bank

1. Pay at the request of the beneficiary within the value of the escrowed property, after deducting from the bank service charges.

2. Refund the remaining escrowed property to the party establishing the escrow (hereinafter referred to as the depositor) after deducting bank service charges and the sum of money it has paid at the request of the obligee upon the termination of the escrow.

Article 36.Rights of the escrow bank

1. Request the beneficiary to strictly carry out procedures for receiving payment and damages.

2. Receive the bank service charges.

Article 37.Obligations of the depositor

1. Establish an escrow at a bank designated or accepted by the beneficiary.

2. Deposit sufficient escrowed property in the escrow account in compliance with the agreement with the beneficiary.

3. Agree with the escrow bank on payment terms in compliance with the commitment with the beneficiary.

Article 38.Rights of the depositor

The depositor is entitled to request the escrow bank to refund the remaining escrowed property to the depositor after deducting bank service charges and the sum of money it has paid at the request of the beneficiary upon the termination of the escrow.

Article 39.Obligations of the beneficiary

The beneficiary is obliged to strictly comply with procedures for requesting payment by the escrow bank.

Article 40.Rights of the beneficiary

The beneficiary is entitled to request full and timely payment by the escrow bank.

SECTION 5. GUARANTEES

Article 41.Grounds for the performance of guarantee obligations

Grounds for the performance of guarantee obligations are agreed upon by the parties or provided for by law, including the following cases:

1. When an obligation comes due but the principal debtor fails to perform or improperly performs that obligation toward the creditor;

2. The principal debtor must fulfill the obligation toward the creditor ahead of time due to its obligation breach but it fails to perform or improperly performs it.

3. The principal debtor defaults in case it is agreed by the parties that the guarantor shall perform the guarantee obligation only when the principal debtor is unable to perform that obligation.

4. Other grounds, if provided for by law.

Article 42.Notice of the performance of guarantee obligations

The creditor shall notify the guarantor of the performance of guarantee obligations when the grounds for performance of the guarantee obligations specified in Article 41 of this Decree arise. If the principal debtor is required to fulfill the obligation ahead of time due to its obligation breach but fails to perform or improperly performs that obligation, the creditor shall clearly state the reasons in the notice on premature performance of the obligation by the principal debtor.

Article 43.Time limit for the performance of guarantee obligations

The guarantor shall perform a guarantee obligation within a time limit agreed upon by the parties. If there is no agreement, the guarantor shall perform the guarantee obligation within a reasonable time limit after it is notified of the performance of the guarantee obligation.

Article 44.Security for the performance of guarantee obligations and the principal debtor s obligation toward the guarantor

The parties may agree on the establishment of a secured transaction to secure the performance of the guarantee obligation and the principal debtor s obligation toward the guarantor as prescribed in the Civil Code, this Decree and relevant legal documents.

Article 45.The guarantor s right to request the refund

The guarantor shall notify the principal debtor of the completed performance of the guarantee obligation. If no notice is made and the principal debtor continues performing the obligation toward the creditor, the guarantor may not request the principal debtor to perform the obligation toward it. The guarantor may request the creditor to refund what it has received from the guarantor.

Article 46.Rights of the creditor

Since the notice given to the guarantor as prescribed in Article 42 of this Decree, the creditor has the following rights:

1. To request the court to apply temporary emergency measures to the guarantor s property as prescribed in the civil procedure law;

2. To request the person committing act of illegally obstructing the exercise of the creditor s right to terminate that act.

Article 47.Disposal of the guarantor s assets20

The guarantor s assets under Article 369 of the Civil Code shall be disposed of as follows:

1. In case involved parties have agreed on mortgage or pledge of assets to secure the performance of guarantee obligations, the mortgaged or pledged assets shall be disposed of under Chapter IV of this Decree.

2. In case involved parties have not yet agreed on mortgage or pledge of assets to secure the performance of guaranteed obligations, the guarantor shall hand over its/his/her assets to the creditor for disposal purpose at the creditor s request, unless otherwise agreed upon. If the guarantor refuses to hand over assets, the creditor may file a lawsuit according to law.

3. At the time of disposing of the guarantor s assets, if the guarantor has no asset or the proceeds from the disposing of its/his/her assets is not enough to pay for guarantee obligations, the creditor may, within the scope of guarantee obligations, request the guarantor to hand over assets acquired after the time of handling the guarantor s assets for subsequent handling.

Article 47a.Order of payment priority between co-creditors and between the creditor and the pledgee, mortgagee, recipient of deposit, or escrow beneficiary/escrow agent.21

1. Co-creditors enjoy the same order of payment priority. The proceeds from the disposal of the guarantor s assets shall be divided to co-creditors in proportion to guaranteed obligations.

2. If the pledge, mortgage, deposit, or escrow agreement, has been registered as prescribed by law, the pledgee, mortgagee, recipient of deposit, or escrow beneficiary/escrow agent enjoys payment priority over the creditor.

3. If the pledge, mortgage, deposit, or escrow agreement has not yet been registered as prescribed by law, the order of payment priority between the creditor and the pledgee, mortgagee, recipient of deposit, escrow beneficiary/escrow agent shall be determined based on the order of establishment of these secured transactions.

Article 48.Performance of the guarantee obligation in case the guarantor is a bankrupt enterprise or an individual who is dead or declared dead by the court

1. If the guarantor is a bankrupt enterprise, the guarantee shall be settled as follows:

a) When the guarantee obligation arises, the guarantor shall perform that obligation. If the guarantor fails to fully pay within the guarantee scope, the creditor may request the principal debtor to pay the deficit;

b) When the guarantee obligation has not yet arisen, the principal debtor must replace with another type of security, unless otherwise agreed upon.

2. If the guarantor is an individual who is dead or declared dead by the court, the guarantee shall be settled as follows:

a) If the guarantee obligation must be performed by the guarantor itself as agreed upon or provided for by law, the guarantee terminates;

b) If the guaranteed obligation is not performed by the guarantor itself, the guarantee does not terminate. The heir of the guarantor shall perform the guarantee obligation for the guarantor as prescribed in Article 637 of the Civil Code, except for case of disclaim of heritage as prescribed in Article 642 of the Civil Code. The heir that has performed the obligation for the guarantor shall enjoy the guarantor s rights to the principal debtor.

SECTION 6. TRUST

Article 49.Trust

1. Trust means a security provided by a grassroots sociopolitical organization with solely its prestige for a poor individual or household to borrow a sum of money from a credit institution for business.

2. Poor individuals or households secured with trust must be members of one of the sociopolitical organizations specified in Article 50 of this Decree.

3. The poverty line applies in each period as prescribed by law.

Article 50.Sociopolitical organizations providing trust

Grassroots units of the following sociopolitical organizations are security providers:

1. Vietnam Farmers Union;

2. Vietnam Women s Union;

3. Vietnam General Confederation of Labor;

4. Communist Youth Union of Ho Chi Minh City;

5. Vietnam Veterans Association;

6. Vietnamese Fatherland Front.

Article 51.Obligations of sociopolitical organizations

1. To certify at the request of credit institutions the conditions and circumstances of poor individuals or households borrowing capital from those credit institutions.

2. To take the initiative or closely coordinate with credit institutions in assisting, guiding and enabling poor individuals or households to borrow capital; to supervise the use of borrowed capital for proper purposes and with efficiency; to urge the full and on time repayment of loans to credit institutions.

Article 52.Rights of sociopolitical organizations

Sociopolitical organizations may refuse to provide trust if they deem that poor individuals or households are unable to use loans for business and to make repayments o credit institutions.

Article 53.Obligations of credit institutions

Credit institutions are obliged to coordinate with sociopolitical organizations providing trust security in providing and recovering loans.

Article 54.Rights of credit institutions

Credit institutions may request sociopolitical organizations providing trust security to coordinate with them in inspecting the use of borrowed capital and urging the debt repayment.

Article 55.Obligations of borrowers

1. To use borrowed capital for the proper purposes as committed.

2. Enable credit institutions and socio-political organizations to inspect the use of borrowed capital.

3. Repay fully and on time loan principals and interests to credit institutions.

Chapter 4. 

DISPOSAL OF COLLATERAL IN PLEDGE AND MORTGAGE

Article 56.Cases of disposal of collateral

1. The secured obligation comes due but the obligor fails to perform or improperly performs that obligation.

2. The obligor must fulfill the secured obligation ahead of time as a result of its obligation breach, as agreed upon or provided for by law.

3. It is provided for by law that collateral must be disposed of for the performance of another obligation by the grantor.

4. Other cases agreed upon by the parties or provided for by law.

Article 57.Disposal of collateral when the grantor goes bankrupt

1. If the grantor being the obligor goes bankrupt, the collateral shall be disposed of as prescribed in law on bankruptcy and this Decree for the obligation performance. If law on bankruptcy contains provisions on disposal of collateral different from those of this Decree, the provisions of law on bankruptcy prevail.

2. If the grantor being a third party that pledges or mortgages its asset goes bankrupt, the collateral shall be disposed of as follows:

a) If the secured obligation comes due but the obligor fails to perform or improperly performs the obligation, the collateral shall be disposed of as prescribed in Clause 1 of this Article for the obligation performance;

b) If the secured obligation is undue, the collateral shall be disposed of as agreed upon by the parties. If there is no agreement, the collateral shall be disposed of as prescribed in law on bankruptcy for performance of another obligation of the grantor.

Article 58.Principles for disposal of collateral

1. In case an asset is used to secure the performance of an obligation, the disposal of that asset shall be carried out as agreed upon by the parties. If there is no agreement, that asset shall be put on auction as prescribed in law.

2. In case an asset is used to secure the performance of multiple obligations, the disposal of that asset shall be carried out as agreed upon by the grantor and the co-secured parties. If there is no agreement or no agreement is reached, that asset shall be put up for an auction as prescribed in law.

3. The disposal of collateral must be carried out in an objective, public and transparent manner so as to ensure the legitimate rights and interests of the parties to secured transactions, the concerned organizations and individuals and in compliance with the provisions of this Decree.

4.22The person in charge of disposing of the collateral (hereinafter referred to as the collateral disposer) is the secured party or the person authorized by the secured party, unless otherwise agreed upon by the parties to the secured transaction.

The collateral disposer shall dispose of the collateral based on agreements in the security agreement without having to obtain written authorization to dispose of collateral made by the grantor.

5. The disposal of collateral for recovery of debts does not constitute asset trading activities of the secured party.

6.23In case a collateral is the right to use land or houses, the organization or individual that buys or receives such collateral as replacement for the performance of the grantor s obligations must be eligible for the grant of the certificate of the right to use land or own houses or property thereon. In case such organization or individual is ineligible for such certificate, it/he/she may only enjoy the land use right or house value.

Article 59.Contractual methods of disposal of collateral

1. Sale of collateral.

2. The secured party s receipt of such collateral as substitute for the obligation performance by the grantor.

3. The secured party’s receipt of money amounts or other property from a third party in case of mortgage of claims.

4. Other methods agreed upon by the parties.

Article 60.Obligations of the collateral disposer in case an asset is used to secure the performance of multiple obligations

1. To notify other co-secured parties of the disposal of the asset as prescribed in Article 61 of this Decree.

2. To dispose of the collateral.

3. To pay proceeds from disposal of the collateral according to the payment priority order.

Article 61.Notification of disposal of the collateral for performance of multiple obligations

1.24Before disposing of the collateral, the collateral disposer shall notify other co-secured parties in writing of the disposal of such collateral according to their addresses provided by the grantor or register a written notice of the disposing of the security asset according to the law on registration of secured transactions.

2. For collateral in danger of deterioration or devaluation, claims, valuable papers, savings cards or bills of lading, the collateral disposer may dispose of them immediately and concurrently notify other secured parties of that collateral disposer.

3. written notice on disposal of a collateral shall contain the following principal details:

a) Reason(s) for the disposal of the collateral;

b) Secured obligation;

c) Description of the collateral;

d) Method, time and place of disposal of the collateral.

4. If the collateral disposer fails to notify the disposal of the collateral as prescribed in Clause 1 of this Article, thus causing damage to other co-secured parties in the registered secured transaction, it shall pay damages.

Article 62.Time limit for disposal of collateral

The collateral shall be disposed of within a time limit agreed upon by the parties. If there is no agreement, the collateral disposer may decide the disposal time limit, which must be at least seven days for movables or fifteen days for immovable as from the date of notification of collateral disposal, except for the cases specified in Clause 2, Article 61 of this Decree.

Article 63.Lien over collateral for disposal

1. The lienor of collateral shall hand over that asset to the collateral disposer according to the latter s notice. Upon the expiration of the time limit stated in the notice, if the lienor of collateral fails to hand over the asset, the collateral disposer is entitled to retain the collateral as prescribed in Clause 2 of this Article for disposal or request the court to handle.

2. When retaining the collateral, the collateral disposer has the following responsibilities:

a) To notify in advance the collateral holder of the application of the measure of retaining the collateral within a reasonable time limit. The written notice must clearly state the reason and time of the lien of the collateral, rights and obligations of the parties;

b) Not to apply measures in violation of prohibitions prescribed by law and in contravention of social ethics in the course of retaining the collateral.

3. If the lienor of collateral is a third party, the grantor shall coordinate with the collateral disposer in retaining the collateral.

4. The grantor or the third party retaining the collateral shall bear reasonable and necessary expenses for the retaining collateral. If it fails to hand over the collateral for disposal or commits act of obstructing the lawful lien of the collateral, thus causing damage to the secured party, it shall pay damages.

5. In the course of retaining the collateral, if the collateral holder shows signs of resisting, obstructing, causing public insecurity or disorder or commits other lawbreaking acts, the collateral disposer may request the People s Committee of the commune, ward or district township and the Police Office of the locality where the collateral is retained to apply, within the ambit of their respective functions, tasks and powers, measures provided for by law to maintain security and order, ensuring the exercise of the asset disposer s right to retain the collateral.

Article 64.Rights and obligations of the secured party pending the disposal of the collateral

1. Pending the disposal of the collateral, the secured party may exploit or use the collateral or permit the grantor or authorize a third party to exploit or use the collateral according to its properties and utility. The permitted or authorized exploitation, modes of exploitation and the use of yields and profits obtained from exploitation must be recorded in writing.

2. Obtained yields and profits must be separately accounted, unless otherwise agreed upon. After subtracting expenses necessary for the exploitation or use of property, the remaining amount of yields and profits shall be used to pay to the secured party.

Article 64a.Sale of collateral25

1. In case involved parties have agreed to apply the method of auction to dispose of collateral, the auction complies with the law on auction of assets.

2. In case involved parties have agreed to sell a collateral not through auction, the sale of such collateral complies with the Civil Code s provisions on sale of assets and the following provisions:

a) Involved parties may reach agreement on or hire a price appraisal organization to determine the sale price of the collateral;

b) The secured party shall pay the grantor the difference between the sale price of the collateral and the value of the secured obligation, unless otherwise agreed upon;

c) After the collateral is sold, the collateral owner and the party entitled to dispose of the collateral shall carry out law-prescribed procedures to assign the ownership of such collateral to the buyer.

Article 64b.Receipt of collateral as replacement for the performance of grantor s obligations26

In case involved parties have agreed on the receipt of a collateral as replacement for the performance of the grantor s obligations, the receipt of the collateral is specified as follows:

1. Involved parties may reach agreement on or hire a price appraisal organization to determine the value of the collateral;

2. If the value of the collateral is higher than the value of the secured obligation, the secured party shall pay the difference to the grantor, unless otherwise agreed upon;

3. When assigning the right to own or use the collateral, the party receiving the collateral as replacement for the performance of obligations shall produce to competent state agencies documents proving its/his/her right to dispose of the collateral and the results of disposal of the collateral.

Article 65.Disposal of collateral being movables in case of no agreement on disposal method

If there is no agreement on method of collateral disposal, the collateral may be put up for an auction as prescribed in law. With regard to collateral which can be specifically or clearly valued on the market, the collateral disposer may sell it at the market price without carrying out auctioning procedures and shall concurrently notify such to the grantor and other co-secured parties (if any).

Article 66.Disposal of collateral being claim

1. The secured party may request a third party being a grantor to transfer money amounts or other property to it or to its authorized person. The secured party shall prove the claim when so requested by the grantor.

2. If the secured party is concurrently the grantor, it may clear such debt.

Article 67.Disposal of collateral being valuable papers, bills of lading or savings cards

1. The disposal of collateral being bonds, stocks, bills of exchange, other valuable papers and savings cards shall comply with the provisions of law on bonds, stocks, bills of exchange, other valuable papers and savings cards.

2. Pledges of bills of lading may produce those bills of lading according to the procedures specified by law for exercising the right to possession of cargos stated in those bills of lading. The disposal of cargoes stated in bills of lading shall comply with the provisions of Article 65 of this Decree.

If the cargo holder fails to transfer the cargo stated in the bill of lading to the secured party, thus causing damage to the latter, it shall pay damages.

3. If the secured party is concurrently obliged to pay, it may clear the payable amount.

Article 68.Disposal of collateral being land use rights or property thereon in case of no agreement on disposal method

1. In case of no agreement on method of disposal of collateral being land use rights or property thereon, those property shall be put up for an auction.

2. In case only property on land are mortgaged while land use rights are not, upon the disposal of property attached to land, the buyer or the principal receiver of those property may continue to use the land. Rights and obligations of the mortgagor in the contract for land use rights between the mortgagor and the land user are transferred to the buyer or the principal receiver of the very property attached to land, unless otherwise agreed upon.

3.27In case only the land use right is mortgaged while the asset attached to land is not and the land user is concurrently the owner of the asset attached to land, the asset attached to land shall be handled together with the land use right, unless otherwise agreed upon.

Parties may reach agreement on or hire a price appraisal organization to determine the value of the land use right and asset attached to land. Proceeds from the handling of the collateral shall be firstly used to make payment to the owner of the asset attached to land, unless otherwise agreed upon.

4.28In case only the land use right is mortgaged while the asset attached to land is not and the land user is not the owner of the asset attached to land, when the land use right, is handled, the owner of the asset attached to land may further use land as agreed with the land user, unless otherwise agreed upon. Rights and obligations of the mortgagor and the owner of the asset attached to land shall be transferred to the buyer or the recipient of the land use right.

Article 69.Determination of payment priority order in case of security for performance of future obligations 

When a secured transaction is entered into to secure the performance of a future obligation, that future obligation will be on the payment priority order according to the registration order of that secured transaction, regardless of the time of establishment of the civil transaction that gives rise to that future obligation.

Article 70.Transfer of collateral ownership and use rights

1. The buyer or principal receiver of the collateral as substitute for the performance of the obligation by the grantor to it may own that asset. The time of transfer of ownership is determined as prescribed in Article 439 of the Civil Code.

2. In case of the collateral with the ownership or use right registration, the transferee of that asset s ownership or use rights are granted an ownership or use right certificate by a competent state agency.

Procedures for transferring collateral ownership or use rights comply with the provisions of law on registration of asset ownership and use rights. If it is provided for by law that the transfer of asset ownership or use rights must be approved in writing by the owner and on the basis of a contract for asset purchase and sale between the asset owner or the judgment grantor and the asset buyer on disposal of collateral, the asset pledge contract or the asset mortgage contract is used as a substitute for those papers.

Article 71.Rights to receive back collateral

If the grantor fulfills its obligation toward the secured party and pay all expenses arising due to delayed obligation performance before the disposal of the collateral, it may receive back that asset, unless otherwise provided for by law.

Chapter 5.

IMPLEMENTATION29

Article 72.Entry in force

1. This Decree comes into force 15 days from the date on which it is published on the Gazette.

2. This Decree replaces the Government s Decree No. 165/1999/NDCP of November 19, 1999, on secured transactions.

3. This Decree nullifies:

a/ The Government s Decree No. 178/1999/NDCP of December 29, 1999, on security for loans of credit institutions;

b/ The Government s Decree No. 85/2002/NDCP of October 25, 2002 on amendments to Government Decree No. 178/1999/NDCP of December 29, 1999, on security for loans of credit institutions;

c/ Clause 2, Article 2 of the Government s Decree No. 08/2000/NDCP of March 10, 2000, on registration of secured transactions.

4. The guarantee with land use rights, right to use forests, ownership over planted production forests as prescribed in the Government s Decree No. 181/2004/NDCP of October 29, 2004, on the implementation of the Land Law, the provisions of Clause 5, Article 32; Clause 4, Article 33; Clause 4, Article 34; Clause 4, Article 35; and Clause 1, Article 36 of the Government s Decree No. 23/2006/NDCP of March 3, 2006, on the implementation of the Law on Forest Protection and Development and guiding documents, are now converted into mortgage of land use rights, right to use forests and ownership over planted production forests by the third party30.

5. Other provisions contrary to this Decree are hereby annulled.

Article 73.Transitional provisions

Secured transactions entered into under the provisions of the 1995 Civil Code; the Government s Decree No. 165/1999/NDCP of November 19, 1999, on secured transactions; the Government s Decree No. 178/1999/NDCP of December 29, 1999, on security for loans of credit institutions; the Government s Decree No. 85/2002/NDCP of October 25, 2002, amending and supplementing the Government s Decree No. 178/1999/NDCP of December 29, 1999, on security for loans of credit institutions; or other legal documents that continue to be effective after the effective date of this Decree, are still valid and not required to be modified or reentered into.

Article 74.Implementation organization

Ministers, heads of ministerial level agencies, heads of government attached agencies and presidents of People s Committees of provinces and central-affiliated cities shall implement this Decree./.

Certification of the Integrated Document

For the Minister

The Deputy Minister

Hoang The Lien

[1]Legal bases for promulgation of the Government s Decree No. 83/2010/ND-CP on registration ofsecured transactions:

 “Pursuant to the Law on Government organization dated December 25, 2001; Pursuant to the Civil Code dated June 14, 2005;

Pursuant to the Maritime Code dated June 14, 2005; Pursuant to the Land Law dated November 26, 2003;

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

Pursuant to the Law on Civil aviation dated June 29, 2006;

Pursuant to Law on amendments to Laws relating to capital construction dated June 19, 2009;

At the proposal of the Minister of Justice,”

Legal bases for promulgation of Decree No. 11/2012/ND-CP on amendments to the Government s Decree No. 163/ 2006/ND-CP of December 29, 2006, on secured transactions:

 “Pursuant to the Civil Code dated June 14, 2005;

Pursuant to the Law on Organization of the Government dated December 25, 2001; At the request of the Minister of Justice,”

2This Clause shall be amended as prescribed in Clause 1 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.⁵ 

3This Clause shall be amended as prescribed in Clause 1 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

4This Clause shall be amended as prescribed in Clause 2 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

5This Clause shall be amended as prescribed in Clause 2 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

6This Clause shall be amended as prescribed in Clause 3 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

7This Clause shall be amended as prescribed in Clause 4 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

8This Clause shall be amended as prescribed in Clause 5 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

9This Clause shall be annulled as prescribed in Clause 20 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

10This Point shall be annulled as prescribed in Clause 2 Article 52 of Decree No. 83/2010/ND-CP on registration of secured transactions, coming into force from September 9, 2010.

11This Clause shall be amended as prescribed in Clause 6 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

12This Clause shall be amended as prescribed in Clause 7 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

13This Clause shall be amended as prescribed in Clause 8 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

14The phrase “engine number” shall be annulled as prescribed in Clause 20 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

15The phrase “motor vehicles” shall be replaced with the phrase “road motor vehicles, watercraft, railway vehicles” as prescribed in Clause 21 Article 1 of Decree No. 11/2012/ND-CP on amendments to the Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

16This Clause shall be amended as prescribed in Clause 9 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

17This Clause shall be amended as prescribed in Clause 10 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

18This Clause shall be amended as prescribed in Clause 11 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

19This Clause shall be amended as prescribed in Clause 12 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

20This Clause shall be amended as prescribed in Clause 13 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

21This Clause shall be amended as prescribed in Clause 14 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

22This Clause shall be amended as prescribed in Clause 15 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

23This Clause shall be amended as prescribed in Clause 15 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

24This Clause shall be amended as prescribed in Clause 16 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

25This Clause shall be amended as prescribed in Clause 17 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

26This Clause shall be amended as prescribed in Clause 18 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

27This Clause shall be amended as prescribed in Clause 19 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012. 

28This Clause shall be amended as prescribed in Clause 19 Article 1 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.

29Article 52 of Decree No. 83/2010/ND-CP on registration of secured transactions, coming into force from September 9, 2010:

 “Article 52. Effect

1. This Decree takes effect on September 9, 2010 and replaces the Government s Decree No. 08/2000/ND-CP dated March 10, 2010 on registration of secured transactions.

2. To annul the following regulations:

- Point d Clause 1 Article 12 of the Government s Decree No. 163/2000/ND-CP of December 29, 2006 on secured transactions;

- Clauses 1, 2, 3, 4, and 6 Article 64, Article 153, and Article 154 of the Government s Decree No. 181/2004/ND-CP dated October 29, 2004 on implementation of the Land Law;

- The regulation on time limit for mortgage of land use right prescribed in Article 66 of Decree of Government No. 84/2007/ND-CP of May 25, 2007 with additional provisions on issuance of land use right certificates; on land recovery; on exercise of land use rights; on order and procedures for compensation, assistance and resettlement when the state recovers land; and on resolution of complaints about land;

- The regulation on registration of secured transactions by planted production forests prescribed in Article 36 of the Government s Decree No. 23/2006/ND-CP dated March 3, 2006 on implementation of the Law on Forest Protection and Development;

- Articles 19, 20, 21, 22 governing the providing information about secured transactions in Article 27, remedying of any defects about secured transactions registered as prescribed in Article 28 of the Government s Decree No. 70/2007/ND-CP on registration of nationality and registration of rights to civil aircrafts;

- Articles 17, 18, 19, 20 and 21 of the Government s Decree No. 29/2009/ND-CP dated March 26, 2009 on registration and trade of seagoing ships.”

Article 2 of the Government s Decree No. 11/2012/ND-CP dated February 22, 2012 on amendments to Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012:

 “Article 2. Implementation

1. This Decree takes effect on April 10, 2012.

2. The Ministry of Justice shall:

a) Take charge and cooperate with the State Bank of Vietnam, the Ministry of Natural Resources and Environment in providing guidelines for disposal of collateral;

b) Formulate and request the Prime Minister to promulgate a Directive on facilitating the implementation of regulations of law on secured transactions to enhance the legal safety in the secured loans;

c) Take charge and cooperate with the State Bank of Vietnam in inspecting the observance of the law on establishing and conducting secured transactions; providing guidelines, directing and providing training courses in legal knowledge in the area of secured transactions for relevant organizations and individuals;

d) Perform other tasks for the implementation of this Decree.

3. Ministers, heads of ministerial level agencies, heads of government attached agencies and presidents of People s Committees of provinces and central-affiliated cities shall implement this Decree.”

30The phrase “mortgage of land use right, forest use right, right to ownership of planted production forests of a third party” shall be replaced with the phrase “mortgage of mortgage of land use right, forest use right, right to ownership of planted production forests for performance of obligations of other persons” as prescribed in Clause 22 Article 1 of Decree No. 11/2012/ND-CP on amendments to the Government s Decree No. 163/2006/ND-CP dated December 29, 2006 on secured transactions, coming into force from April 10, 2012.