What are 03 points to note when performing debt purchase and sale activities? What are the regulations on debt purchase and sale in Vietnam?
What are the regulations on entering into a debt purchase and sale contract in Vietnam?
Pursuant to the provisions of Article 115 of the Civil Code 2015, there are provisions as follows:
Property rights
Property rights are rights which are able to be valued in money, including property rights to subjects of intellectual property rights, right to use land and other property rights.
First of all, debt is the obligation to pay the debtor's property to the creditor expressed in a contract or arising rights and obligations as prescribed by law.
Debt purchase and sale means a written agreement on the transfer of a creditor’s right to claim a debt arising from the lending operation or a debt to be paid on a third party’s behalf in the guarantee operation whereby the debt seller transfers the creditor’s ownership of the debt to the debt purchaser and receives a payment from the debt purchaser.
What are 03 points to note when performing debt purchase and sale activities? What are the regulations on debt purchase and sale in Vietnam?(Image from the Internet)
At the same time, according to the provisions of Article 450 of the Civil Code 2015, regulations on sale of property rights are as follows:
Sale of property rights
1. Where property rights are sold, a seller must deliver the relevant documents and complete the procedures for transferring the ownership rights to the purchaser and the purchaser must pay the seller.
2. Where property rights are the right to demand payment of a debt and the seller has guaranteed the ability to pay of the debtor, the seller must be jointly liable for payment if the debt falls due and the debtor fails to pay.
3. The time when ownership rights with respect to property rights are transferred is the time when a purchaser receives documents evidencing the ownership rights with respect to the property rights, or the time when the transfer of the ownership rights is registered if so provided by law.
Thus, property rights refers to property rights as the right to demand payment of a debt. At this point, the debt becomes the subject of a contract that the parties can transfer as if it were a special type of property. In addition, a debt purchase and sale contract aims to transfer ownership of the debt and at the same time transfer the obligations of the debt seller to the debt purchaser.
It can be seen that the debt purchase and sale transaction will not affect the interests of the debtor. Therefore, the parties have the right to enter into a debt purchase and sale contract without the consent of the debtor.
What should be noted when performing debt purchase and sale activities in Vietnam?
Pursuant to the provisions of Clause 1, Article 3 of Circular 09/2015/TT-NHNN prescribing debt purchase and sale by credit institutions and foreign bank branches issued by the Governor of the State Bank, Debt purchase and sale means a written agreement on the transfer of a creditor’s right to claim a debt arising from the lending operation or a debt to be paid on a third party’s behalf in the guarantee operation whereby the debt seller transfers the creditor’s ownership of the debt to the debt purchaser and receives a payment from the debt purchaser.
At the same time, in Clause 1, Article 13 of Circular 09/2015/TT-NHNN A debt purchase and sale contract shall be signed by the at-law representatives or authorized representatives of the debt purchaser and debt seller.
Therefore, according to the above provisions, debt purchase and sale contracts are not required to be notarized or authenticated by the parties. However, if necessary, the parties can agree on the notarization or authentication of the debt purchase and sale contract. Thus, debt purchase and sale contracts must be made in writing and not required to be notarized.
What are the main contents of a debt purchase and sale contract in Vietnam?
Pursuant to Article 13 of Circular 09/2015/TT-NHNN prescribing debt purchase and sale by credit institutions and foreign bank branches issued by the Governor of the State Bank, a contract Debt trading should include the following main contents:
Debt purchase and sale contracts
1. A debt purchase and sale contract shall be signed by the at-law representatives or authorized representatives of the debt purchaser and debt seller.
2. A debt purchase and sale contract must have the following principal contents:
a/ Time of signing the contract;
b/ Names and addresses of the parties to the contract;
c/ Names and titles of representatives of the parties to the contract;
d/ Names and addresses of the debtor and parties (if any) related to the purchased and sold debt;
dd/ Details of the purchased and sold debt: loan amount and term, borrowing purpose, book value of the debt by the time of purchase and sale;
e/ Measures (if any) to secure the fulfillment of the payment obligation of the debtor regarding the purchased and sold debt;
g/ Price of debt sale, payment mode and time;
h/ Time, modes and procedures for the transfer of documents on debts, including dossier and documents on security assets for the debt (if any); the time when the debt purchaser takes up the debt seller’s rights and obligations to the debt;
i/ Rights and obligations of the debt seller and debt purchaser;
k/ Liability of the parties for breaching the contract;
l/ Settlement of arising disputes.
3. In addition to the contents specified in Clause 2 of this Article, the parties may reach other agreements in the debt purchase and sale contract that are not contrary to this Circular and relevant regulations.
4. The modification, supplementation or cancellation of the contents of the debt purchase and sale contract shall be agreed and decided by related parties in accordance with law.
Accordingly, a debt purchase and sale contract should have the above main contents and other detailed terms can be agreed upon to avoid risks in the transaction.
Thus, when carrying out debt purchase and sale activities, it is necessary to pay attention to the points mentioned above.
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