Regulations on signatures, seals in registration of security interest in Vietnam

Regulations on signatures, seals in registration of security interest in Vietnam (Internet image)

Regarding this issue, LawNet would like to answer as follows:

1. What is registration of security interest?

According to Clause 1, Article 3 of Decree 99/2022/ND-CP, 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).

2. Regulations on signatures, seals in registration of security interest in Vietnam

Regulations on signatures, seals in registration of security interest under Article 12 of Decree 99/2022/ND-CP are as follows:

- The application form for registration must bear the signature of the authorized person (hereinafter referred to as the signature), the seal (if any) of the grantor and the secured party, except for the following cases:

+ In case of the security contract or amendments thereof that are notarized or authenticated, only the signature and seal (if any) of the grantor or the secured party are required;

+ If the security contract or amendments thereof specifies the registration applicant, only the signature and seal (if any) of the designated party are required;

+ In case of registration of pledge of property, deposit, collateralization, or deposit on guarantee in case where the law on performance of obligations stipulates so or there is such an agreement in the security contract, only the signature and seal (if any) of the secured party are required, unless otherwise agreed in the security contract;

+ If the registration applicant is a liquidator or asset management enterprise, only the signature and seal (if any) of this entity are required;

+ In case of registration to change information about the secured party or to withdraw the collateral, only the signature and seal (if any) of the secured party are required; in case of registration to change the secured party, only the signature and seal (if any) of the new secured party or the secured party being the successor is required in accordance with the Civil Code or of the successor in case the secured party is a reorganized legal entity;

+ In case of deregistration at the request of the secured party, only the signature and seal (if any) of the secured party are required;

+ In case of deregistration in the cases specified at Points k and l, Clause 1, Article 20 of Decree 99/2022/ND-CP, only the signature and seal (if any) of the grantor are required;

+ In case of registration to withdraw collateral or deregistration at the request of the grantor with a document containing the content showing that the secured party agrees to deregister or confirm that the security contract has terminated, has been liquidated or confirmed on the release of the mortgage or other document expressing the will of the secured party to agree to withdraw the collateral, agree to deregister, only the signature and seal (if any) of the grantor are required;

+ In case of registration to withdraw collateral or deregistration at the request of a civil judgment enforcement agency, competent enforcer or other competent agency, or other competent person as prescribed by law, only the signature and seal of the competent person of the civil judgment enforcement agency, of other competent agency or of the enforcer, of the competent person and the seal of the enforcement agency are required;

+ In case of registration to withdraw collateral or deregistration at the request of the legal transferee of collateral with a legally effective contract on sale of auctioned asset, or legal transferee of right to own collateral or a written certification of judgment enforcement results issued by a competent civil judgment enforcement agency (hereinafter referred to as a written certification of judgment enforcement results), on the signature and seal (if any) of the lawful transferee of the collateral are required;

+ In case of transferring registration of mortgage specified at Point b, Clause 1, Point b, Clause 2, and Clause 5, Article 26 of Decree 99/2022/ND-CP where the mortgage contract for property rights arising out of the house sale contract or from the contract for sale of other property on land that have contents on transferring registration of mortgage specified in Clauses 3 and 4, Article 26 of Decree 99/2022/ND-CP and have been notarized or authenticated, in cases where it is prescribed by law, only the signature and seal (if any) of the secured party are required;

+ In case of registration of notice of collateral realization, only the signature and seal (if any) of the secured party are required.

- In case a branch of a legal entity is the registration applicant specified in Clause 8, Article 8 of Decree 99/2022/ND-CP, the signature and seal (if any) of the legal entity shall be replaced by the signature or seal (if any) yes) of the branch.

In case the legal entity changes information about the branch or changes the branch, the signature and seal (if any) of the branch with the changed information or of the new branch shall be substituted for the signature, seal (if any). yes) of the changed branch.

- In case the performance of obligations is secured with property belonging to a sole proprietorship, the signature on the application form for registration is the signature of the owner of the sole proprietorship, using the seal of the sole proprietorship (if any) if the sole proprietorship is declared as the registration applicant.

- Where the grantor or the secured party consists of many people, there must be full signatures and seals (if any) of these people, unless there is a document showing that one or a number of grantor(s) or secured party(ies) has/have the right to represent the rest.

- In case of securing the performance of obligations of another person or at the same time securing the performance of obligations of the grantor and of another person, the application form for registration does not need the signature or seal (if any) of the one having secured obligation.

- In case Vietnam Asset Management Company (VAMC) or another entity becoming a new secured party but not required to register for change as specified at Point a, Clause 1 of this Article 18 of Decree 99/2022/ND-CP is a registration applicant, the signature and seal (if any) of the secured party on the application form for registration is the signature and seal (if any) of this entity.

In this case, a document with grounds or content on identification of the new secured party is a document that must be included in the registration application (01 original or 01 certified copy or 01 copy enclosed with the original for comparison).

- Where the registration applicant is an illiterate individual or a disabled person who cannot sign, then fingerprints point shall be made instead of signing on the application form for registration.

- In case the organization or individual specified in Clauses 1, 2, 3, 4, 5, 6 and 7 of Article 12 of Decree 99/2022/ND-CP registers through a representative, the signature and seal (if any) of that representative on the application form for registration replaces the authorized person's signature, seal (if any) or fingerprint.

If there is a change in the representative after registration, the new representative shall sign and stamp (if any) on the application form for registration.

- In case the registration application is submitted through the online registration system, the signatures and seals specified in Clauses 1, 2, 3, 4, 5, 6 and 8 of Article 12 of Decree 99/2022/ND-CP may be replaced by electronic signatures, electronic seals.

Electronic signatures and electronic seals have the same legal value as signatures and seals used on paper documents (hereinafter referred to as paper copies).

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