When is registration of security interests in Vietnam required? What are the regulations on the registration of changes to registered content?
What is registration of security interests in Vietnam?
Pursuant to Clause 1, Article 3 of Decree No. 99/2022/ND-CP on the registration of security interests as follows:
Registration of security interests refers to the recording in a security interest register or entry into a database on security interests by a security interest registry of the use of assets by the grantor to secure performance of an obligation of their own or another person, or also to secure performance of an obligation of their own or another person with the secured party (hereinafter referred to as registration).
When is registration of security interests in Vietnam required? What are the regulations on the registration of changes to registered content?
When is registration of security interests in Vietnam required?
Pursuant to Article 4 of Decree No. 99/2022/ND-CP, the following security interests are subject to registration:
- Registration of mortgage of property, pledge of property, title retention as prescribed in the Civil Code, and relevant laws;
- Registration under the agreement between the grantor and the secured party or at the request of the secured party, except for property lien;
- Registration of notice of realization of collateral in case an asset is used to secure the performance of many obligations but many parties jointly receive the security or in cases where the grantor and the secured party have reached an agreement;
- Registration of changes to registered information (hereinafter referred to as change registration); deregistration of registered information (hereinafter referred to as deregistration) for the above 3 cases.
What are the regulations on the registration of changes to registered content?
According to the provisions of Clause 1, Article 18 of Decree No. 99/2022/ND-CP, an applicant shall submit a change application for registration upon occurrence of any of the following cases:
- Change of the grantor or the secured party due to withdrawal, addition, replacement, inheritance due to the reorganization of the legal entity, inheritance under the Civil Code or establishment of rights in accordance with the law, except for cases where the law on organization and operation of VAMC or other entities that other relevant laws on non-requirement of change registration of the secured party; change of the first or last name, name of the grantor, change of the first or last name, name of the secured party;
- Supplementing the registration of the collateral as agreed in the security contract but the previously registered information does not include this collateral;
- Adding new property, replaced property, which becomes the collateral as agreed in the written agreement on amendments to the security contract or as prescribed by law and the previously registered information does not include this property;
- Withdrawing collateral;
- Collateral being off-the-plan property that has been already formed is granted an ownership certificate as prescribed by law;
- Correcting erroneous information in the declared information on the application form for registration due to the fault of the registration applicant;
- Supplementing the secured obligation in case the original security contract does not contain any content about securing the future obligation;
- Other cases at the request of the registration applicant to change the information declared on the application form for registration.
In addition, in case of change of the grantor or the secured party specified at Point a, Clause 1 of this Article due to the transfer of the right to collect debts, receivables, the other right to demand payment or the transfer of another civil obligation (hereinafter referred to as transfer of the right to collect debt, transfer of obligations), the notarization and authentication of the document on transfer of the right to collect debt or transfer of obligations shall be agreed upon by the transferor and the transferee.
In case of change of the secured party specified at Point a, Clause 1 and Clause 2 of this Article, related to many registered security interests with the same secured party, the registration applicant shall submit a set of registration application of changes and a list of documents declared according to Form No. 01dd or Form No. 02dd in the Appendix corresponding to the security interest registered for change.
In case of change of grantor, the secured party due to transfer of a part of the right to collect debt or transfer of a part of an obligation, the registration applicant shall register the change of the grantor or the secured party within the scope of the part of the debt collection right and the part of the obligation to be transferred.
If there are grounds specified at Points b, c and g, Clause 1 of this Article that the registration applicant requests to register a new security interest instead of the registration of change, the registry shall effect the registration at the request.
At the same time, the registry or other competent agency may not request registration of changes or request deregistration of registered information that is not within the scope of registration of changes according to Clause 1 of this Article or not in the part of the right to collect debt or the part of the obligation to be transferred as prescribed in Clause 3 of this Article.
Decree No. 99/2022/ND-CP takes effect from January 15, 2023 and replaces Decree No. 102/2017/ND-CP.
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