Circular No. 04/2007/TT-BTP guiding the authority, procedure, and process for registering and providing information on deferred payment purchase contracts, asset leasing contracts, financial leasing contracts, and debt transfer contracts.

CIRCULAR

Guidelines on the authority, procedures, and formalities for registering and providing information on deferred payment purchase contracts, installment purchase contracts, asset leasing contracts, financial leasing contracts, and debt assignment contracts.

According to Government Decree No. 62/2003/NĐ-CP dated June 6, 2003, stipulating the functions, tasks, powers, and organizational structure of the Ministry of Justice;

According to Government Decree No. 08/2000/NĐ-CP dated March 10, 2000, on registration of secured transactions;

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Based on the Civil Code dated June 14, 2005;

According to Government Decree No. 65/2005/NĐ-CP dated May 19, 2005, amending and supplementing certain articles of Government Decree No. 16/2001/NĐ-CP dated May 2, 2001, on the organization and operation of financial leasing companies;

According to Government Decree No. 163/2006/NĐ-CP dated December 29, 2006, on secured transactions.

The Ministry of Justice issues guidelines on the authority, procedures, and formalities for registering and providing information on deferred payment purchase contracts with retention of ownership by the seller, installment purchase contracts with retention of ownership by the seller, asset leasing contracts, financial leasing contracts, and debt assignment contracts as follows:

1. Subject of Registration

1.1. Contracts subject to registration under this Circular include:

I. GENERAL PROVISIONS

a) Deferred payment purchase contracts, installment purchase contracts with retention of ownership by the seller (collectively referred to as deferred payment purchase contracts and installment purchase contracts) as defined in Clause 2, Article 13 of Government Decree No. 163/2006/NĐ-CP dated December 29, 2006, on secured transactions (hereinafter referred to as Decree No. 163/2006/NĐ-CP);

b) Asset leasing contracts with a term of one year or more as defined in Clause 2, Article 13 of Decree No. 163/2006/NĐ-CP, including: contracts with a lease term of one year or more, contracts with a lease term of less than one year but the parties agree to extend the term and the total lease period (including the extension period) is one year or more;

c) Financial leasing contracts as defined in Clause 6, Article 1 of Government Decree No. 65/2005/NĐ-CP dated May 19, 2005, amending and supplementing certain articles of Government Decree No. 16/2001/NĐ-CP dated May 2, 2001, on the organization and operation of financial leasing companies, except as provided in Point 1.2 of this Clause;

d) Debt assignment contracts, including debts arising from loan contracts, sale contracts, asset leasing contracts, service contracts, or other lawful bases.

Debts may be existing debts or future debts.

1.2. The registration of financial leasing contracts involving civil aircraft shall be carried out in accordance with the laws on civil aviation.

2. Authority for Registering and Providing Information on Deferred Payment Purchase Contracts, Installment Purchase Contracts, Asset Leasing Contracts, Financial Leasing Contracts, and Debt Assignment Contracts (hereinafter collectively referred to as Contracts)

2.1. The Registration Center of the National Registry of Secured Transactions under the Ministry of Justice (hereinafter referred to as the Registration Center) is the competent authority for registering and providing information on contracts specified in Point 1.1, Clause 1, Section I of this Circular at the request of individuals and organizations throughout the country, without regard to administrative jurisdictional boundaries where the Registration Center is located.

Individuals and organizations have the right to choose and request any Registration Center to perform the registration and provision of information on contracts.

The registration and provision of information at various Registration Centers have equal legal validity.

3. Tasks and Powers of the Registration Center in Contract Registration

3.1. Certify the registration of contracts, changes to registered contract contents, corrections of errors, and cancellations; issue certified copies of relevant documents.

3.2. Collect registration fees.

3.3. Refuse to accept registration requests and specify the reasons for refusal when there is one of the grounds specified in Point 12.1, Clause 12, Section I of this Circular.

3.4. Store files and documents, and preserve registered information.

3.5. Other tasks and powers as prescribed by law.

4. Tasks and Powers of the Registration Center in Providing Information

4.1. Provide information on registered contracts stored in the Database System.

4.2. Collect fees for providing information.

4.3. Refuse to provide information on contracts when there is one of the grounds specified in Point 12.2, Clause 12, Section I of this Circular.

5. Validity Period of Contract Registration; Legal Value of Financial Leasing Contract Registration

5.1. The validity period of contract registration runs from the date of registration to the date of termination of the registration as declared in the registration request form.

5.2. In cases where a request to cancel registration is made before the declared period in Point 5.1 of this Clause, the termination date of the registration is the date the Registration Center receives a valid cancellation request form.

5.3. A registered financial leasing contract has legal value for third parties during its validity period.

In cases where leased assets under a registered financial leasing contract are seized by state authorities due to the lessee's violation of the law or transferred by the lessee to a third party without the lessor's consent, a certified copy of the registration request form issued by the Registration Center or a consolidated document of contract information issued by the Registration Center serves as legal grounds for the lessor to reclaim the leased assets.

6. Responsibilities of the Registrar

6.1. Perform registration and information provision according to the procedures and formalities stipulated in this Circular.

6.2. Accurately register the contents declared in the registration request form.

6.3. If the Registrar registers inaccurately the contents declared in the registration request form and causes damage, they must compensate for the damage in accordance with the provisions of the law on liability for damages caused by public officials.

7. Requester of Contract Registration

7.1. The requester of registration is one of the parties to the contract or a person authorized by one of the parties to the contract.

7. The person requesting contract registration

7.1. The person requesting registration is one of the parties to the contract or the parties participating in the contract, or a person authorized by one of the parties or the parties participating in the contract.

7.2. In case the person requesting registration is the authorized representative, they must submit the power of attorney (original) when making the registration request. The authorized representative does not need to submit the power of attorney in the following cases:

a) A legal entity authorizes its branch, representative office, or management office to make the registration request;

b) One party to the contract includes multiple organizations or individuals who authorize one of them to make the registration request;

c) The authorized representative who requests registration is a regular customer of the Registration Center.

8. Responsibilities of the person requesting registration of the contract

8.1. The person requesting registration must fully declare all items required to be declared in the registration request form according to the model issued together with this Circular. The declaration content must be accurate, truthful, and consistent with the agreement in the contract.

8.2. If the person requesting registration incorrectly declares information that is not accurate, not truthful, or not consistent with the agreement in the contract, causing damage, they must compensate the damaged party. The parties involved in the registered contract shall bear responsibility for any violation of the law in the content of that contract.

8.3. The person requesting registration must pay the registration fee.

9. Time of contract registration

9.1. The time of contract registration is the time when the Registration Center receives a valid registration request form.

9.2. The time of contract registration in the following cases is determined as follows:

a) In the case of correcting errors in declaring the name and number of the document determining the legal status of the deferred payment buyer, the asset lessee, the financial lease lessee, the assignor of the right to claim, or correcting errors due to incorrect declaration as guided in Clause 10, Section I of this Circular, the time of contract registration is the time when the Registration Center receives a valid correction request form;

b) In the case of correcting errors in declaring assets, the time of contract registration for the part of the asset is the time when the Registration Center receives a valid correction request form;

c) In the case of requesting to change the name and number of the document determining the legal status of the deferred payment buyer, the asset lessee, the financial lease lessee, the assignor of the right to claim as stipulated at Point a, Clause 1, Section III of this Circular, or requesting to replace the deferred payment buyer, the asset lessee, the financial lease lessee, the assignor of the right to claim as stipulated at Point b, Clause 1, Section III of this Circular, the time of contract registration is the time when the Registration Center receives the form as stated in Point 9.1 of this clause, if the person requesting registration submits the change registration request form within ninety (90) days from the date of change; if submitting the change registration request form after the above period, the time of contract registration will be recalculated as the time when the Registration Center receives a valid change registration request form.

In the case of requesting to supplement assets, the time of contract registration for the supplementary asset part is the time when the Registration Center receives a valid change registration request form.

In the case of requesting to change other contents of the already registered contract, the time of contract registration is the time when the Registration Center receives the form as stated in Point 9.1 of this clause;

d) In the case of correcting errors due to the registrar's mistake, the time of contract registration is the time when the Registration Center receives the form as stated in Point 9.1 of this clause.

9.3. The time of receiving the registration request form is determined as follows:

a) In the case where the form is submitted directly or sent through postal service, the registration time is the time when the Registration Center receives the form;

b) In the case where the form is sent via fax during the Registration Center's working hours, the registration time is the time when the form is received via fax; if the form is sent via fax outside the Registration Center's working hours, the registration time is the start of the next working session.

9.4. A valid registration request form is a form that is fully declared according to the guidance on the registration request form model issued together with this Circular.

10. Guidelines for declaring the name and number of the document determining the legal status of the parties to the contract

10.1. For Vietnamese citizens, they must fully declare their full name and citizen identification card number as recorded on the citizen identification card. In cases where the citizen identification card issuance procedures have not been completed, they should declare according to one of the following types of documents:

a) Officer identification, military identification for military personnel;

b) Police identification, security identification, worker identification, employee identification in the People's Public Security force.

10.2. For foreign individuals, they must fully declare their full name and passport number as recorded on the passport.

10.3. For stateless individuals residing in Vietnam, they must fully declare their full name and permanent residence card number as recorded on the permanent residence card.

10.4. For organizations established under Vietnamese law:

a) For organizations with business registration, they must declare the name and business registration certificate number as recorded on the business registration certificate;

b) For organizations without business registration, they must declare the name and establishment decision number or investment permit number, investment certificate number (if it is a foreign-invested enterprise) as recorded on the establishment decision or investment permit, investment certificate;

c) For branches, representative offices, management offices signing contracts based on authorization from the legal entity: declare the legal entity as the party to the contract according to the guidelines at Points 10.4.a and 10.4.b of this clause; there is no obligation to declare the branch, representative office, management office that signed the contract based on authorization.

In the case where the organization signing the contract is a branch, trading office, transaction office, or another affiliated unit of a credit institution, only the declaration about the branch, trading office, transaction office, or affiliated unit is required.

d) For individual households, private enterprises, or other organizations without legal personality (except for branches, representative offices, or management offices of legal entities) entering into contracts: declare regarding the parties to the contract being the head of the household, the owner of the private enterprise, or the legal representative of the organization according to the guidelines set out in Points 10.1, 10.2, and 10.3 of this Clause; it is not mandatory to declare individual households, private enterprises, or other organizations without legal personality.

10.5. For organizations established and operating under foreign laws:

Declare the name registered with the competent authority abroad and declare the type of certificate of establishment or operation as prescribed by that country's law, if applicable. In cases where the registered name of the organization is not written in Latin script, declare the trading name in English.

10.6. The information declared according to the documents mentioned in Points 10.1, 10.2, 10.3, 10.4, and 10.5 of this Clause (hereinafter referred to as the documents determining legal status) must be complete and accurate according to the content recorded on those documents, and shall not arbitrarily abbreviate when declaring the names of the parties to the contract.

The person requesting registration does not declare other documents except for the documents determining legal status.

11. Signing the Request for Registration Form

11.1. The Request for Registration Form must have the signatures and seals (if any) of the organizations or individuals who are the parties to the contract or their authorized representatives.

11.2. The Request for Registration Form only needs the signature and seal (if any) of one of the parties to the contract or their authorized representative, if the other party refuses to sign the Request for Registration Form. In such cases, the person requesting registration submits a copy of the document or paper proving the basis for registration along with the Request for Registration Form.

11.3. The Request for Registration Form only requires the signature and seal (if any) of the deferred payment seller, the asset lessor, the financial lease provider, the assignee of debt collection rights, or their authorized representatives in cases where the request is for changing, correcting errors, or deleting registration information about these parties themselves.

12. Cases of Refusal to Register, Refusal to Provide Information

12.1. The Registration Center will refuse to register if any of the following grounds exist:

a) The Request for Registration Form is not valid;

b) When discovering that the Request for Registration Form duplicates a previously received form;

c) The declaration of the content already registered in the Request for Registration Form for changing contract content, correcting errors, or deleting registration does not match the information retained at the Registration Center;

d) The Request for Registration Form is sent via fax, but the person requesting registration is not a regular customer of the Registration Center;

đ) Requests to change the content of a registered contract, correct errors for a contract that has been deleted from registration;

e) The person requesting registration does not pay the registration fee.

12.2. The Registration Center will refuse to provide information if any of the following grounds exist:

a) The Request for Information Provision Form is not valid;

An invalid Request for Information Provision Form is a form that does not contain all the required declarations according to the model Request for Information Provision Form issued together with this Circular;

b) The Request for Information Provision Form is sent via fax, but the person requesting information is not a regular customer of the Registration Centers;

c) The person requesting information does not pay the information provision fee.

13. Methods of Submitting the Request for Registration Form, Request for Information Provision Form, Registration Fee, Information Provision Fee

13.1. The person requesting registration or information provision may submit the form through one of the following methods:

a) Submitting the form directly at the Registration Center;

b) Sending the form via postal service;

c) Sending the form via fax. Fax submission is only applicable to organizations or individuals who are regular customers of the Registration Center.

For forms containing lengthy descriptions of assets (more than one A4 page), in addition to submitting the form through the above methods, the person requesting registration may also submit an electronic record of the Request for Registration Form, allowing the Registration Center to process the registration within the time limit stipulated in Clause 14, Section I of this Circular.

13.2. The person requesting registration or information provision may pay the registration fee or information provision fee through one of the following methods:

a) Paying directly at the Registration Center when the Request for Registration Form or Request for Information Provision Form is accepted by the Registration Center;

b) Transferring money through postal services and sending the transfer receipt when submitting the Request for Registration Form or Request for Information Provision Form;

c) Depositing money into the Registration Center’s account and sending the confirmation of the deposit to the Registration Center when submitting the Request for Registration Form or Request for Information Provision Form;

d) Paying through direct debit or direct credit through banks, State Treasury, or deducting from prepaid funds deposited into the Registration Center’s account, if the person requesting registration or information provision is a regular customer of the Registration Center.

In cases of payment through direct debit or direct credit, the payment of the registration fee or information provision fee will be carried out according to the monthly payment notification of the Registration Center. Regular customers must fully pay the registration fee and information provision fee by the 25th day of the following month at the latest.

13.3. Becoming a regular customer of the Registration Center is carried out according to the guidelines set out in Clause 12, Section I of Circular No. 06/2006/TT-BTP dated September 28, 2006, issued by the Ministry of Justice guiding certain issues related to the authority, procedures, and formalities for registering and providing information on secured transactions at the Registration Center for Secured Transactions and Assets of the National Registration Department for Secured Transactions under the Ministry of Justice (hereinafter referred to as Circular No. 06/2006/TT-BTP).

14. Time Limit for Processing Registration

The Registration Center shall immediately process the registration upon receipt of the application form or on the same working day if the Registration Center receives the application form after three (03) o'clock in the afternoon, in which case the registration processing will be completed on the following working day. In cases where the registration processing time needs to be extended, the processing period shall not exceed three (03) working days from the date of receipt of the valid registration request form.

15. Registration fees, information provision fees

The level of registration fees, information provision fees for contracts; the collection, management, and utilization system of registration fees, information provision fees for contracts shall be implemented according to Circular Joint No. 03/2007/TTLT/BTC-BTP dated January 10, 2007, issued by the Ministry of Finance and the Ministry of Justice guiding the collection, payment, management, and utilization of registration fees and information provision fees for secured transactions (hereinafter referred to as Circular Joint No. 03/2007/TTLT-BTC-BTP).

II. PROCEDURE FOR CONTRACT REGISTRATION

1. The person requesting registration submits the Application Form for Contract Registration and the registration fee according to one of the methods specified in Clause 13, Section I of this Circular.

2. After receiving the application form for registration, the Registrar checks and records the time of receipt of the application form (hours, minutes, day, month, year), provided that the application form for registration does not fall under any of the refusal-to-register cases listed in Point 12.1, Clause 12, Section I of this Circular. If the application form is submitted directly at the Registration Center, the Registrar issues a notice of result delivery to the person requesting registration, except when the registration request is processed immediately.

If any of the grounds listed in Point 12.1, Clause 12, Section I of this Circular exist, the Registrar refuses the registration and guides the person requesting registration to comply with the relevant regulations. The refusal to register must be documented in writing and sent to the person requesting registration, clearly stating the reasons for refusal. In cases where the application form is submitted directly at the Registration Center, the Registrar only prepares a written refusal to register upon request.

3. The Registrar must promptly enter the declared contents in the application form for registration into the Data System. Within the registration processing period specified in Clause 14, Section I of this Circular, the Registrar sends a certified copy of the application form for registration to the person requesting registration.

4. In cases where individuals or organizations simultaneously request registration and information provision, the Registrar implements the information provision according to the guidance in Section VII of this Circular. The person requesting registration must pay the information provision fee as stipulated in Circular Joint No. 03/2007/TTLT-BTC-BTP.

5. A certified copy of the Application Form for Contract Registration is handed over directly at the Registration Center where the form was received or sent via postal service, depending on the request of the person requesting registration.

III. PROCEDURE FOR CHANGING CONTENTS OF REGISTERED CONTRACTS

REGISTERED CONTRACTS

1. Within the validity period of the registration, the person requesting registration submits an Application Form for Changing Contents of Registered Contracts when any of the following grounds exist:

a) Change in name, legal status identification documents, or address of one or more parties to the contract;

b) Withdrawal, replacement, or addition of one or more parties to the contract;

c) Withdrawal, replacement, or addition of assets;

d) Change in the termination date of the registration as declared by the parties;

đ) Change in other registered contents.

2. The submission of the application form for changing contents and the change registration fee is carried out according to one of the methods specified in Clause 13, Section I of this Circular.

3. After receiving the application form for changing contents, the Registrar performs the tasks according to the guidance in Clause 2, Section II of this Circular.

4. The Registrar must promptly enter the declared contents in the application form for changing contents into the Data System. Within the registration processing period specified in Clause 14, Section I of this Circular, the Registrar sends a certified copy of the application form for changing contents to the person requesting registration.

Issuing a certified copy of the application form for changing contents is carried out according to one of the methods specified in Clause 5, Section II of this Circular.

IV. PROCEDURE FOR CORRECTING ERRORS

1. In cases where one of the parties to the contract discovers errors in the declared contents of the registration request, they submit an Application Form for Correcting Errors and the correction fee according to one of the methods specified in Clause 13, Section I of this Circular.

2. After receiving the application form for correcting errors, the Registrar performs the tasks according to the guidance in Clause 2, Section II of this Circular.

3. The Registrar must promptly enter the declared contents in the application form for correcting errors into the Data System. Within the error correction processing period specified in Clause 14, Section I of this Circular, the Registrar sends a certified copy of the application form for correcting errors to the person requesting registration.

Issuing a certified copy of the application form with corrections is carried out according to one of the methods specified in Clause 5, Section II of this Circular.

4. In cases where the Registrar discovers errors in the Data System due to their own mistake, they must promptly report to the Director of the Registration Center for review and decision on information correction and send a notification about the information correction to the person requesting registration.

V. PROCEDURE FOR CANCELLATION OF REGISTRATION

1. Before the expiration date of the registration, the person requesting registration submits an Application Form for Cancellation of Registration according to one of the methods specified in Point 13.1, Clause 13, Section I of this Circular.

2. After receiving the application form for cancellation of registration, the Registrar performs the tasks according to the guidance in Clause 2, Section II of this Circular.

3. Within the time limit for processing the registration referred to in Clause 14, Section I of this Circular, the Registration Officer shall send to the person requesting registration a certified copy of the request form regarding the cancellation of registration. In cases where the person requesting cancellation of registration is the buyer of assets on deferred payment, the lessee of assets, the financial lessor, the assignor of debt collection rights, or the authorized person, the Registration Officer shall send to the seller of assets on deferred payment, the lessor of assets, the financial lessor, the assignee of debt collection rights one (01) certified copy of the request form for cancellation of registration.

The issuance of certified copies of the request forms for cancellation of contract registration shall be carried out according to one of the methods specified in Clause 5, Section II of this Circular.

4. When the effective period of the registration expires, if the person requesting registration does not submit the Request Form for Cancellation of Contract Registration, the Registration Center shall automatically cancel the registration.

VI. ISSUANCE OF CERTIFIED COPIES OF APPLICATION FORMS

BY THE REGISTRATION CENTER

1. Organizations and individuals requesting the issuance of certified copies of application forms from the Registration Center must submit the request form according to one of the methods specified in Clause 13, Section I of this Circular to the Registration Center that has issued the certification.

2. Within the time limit for processing the registration referred to in Clause 14, Section I of this Circular, the Registration Officer shall issue certified copies of application forms of the Registration Center to organizations and individuals who have made requests.

The issuance of certified copies shall be carried out according to one of the methods specified in Clause 5, Section II of this Circular.

VII. PROVISION OF INFORMATION

1. Organizations and individuals have the right to request the provision of information about contracts registered and stored in the Database System of the Registration Center in the following forms:

a) List of contracts (by name of the buyer, lessee of assets, financial lessor, assignor of debt collection rights): including information about the seller, lessor of assets, financial lessor, assignee of debt collection rights, date of contract registration, validity period of registration in contracts still valid at the time of the information request (if applicable);

b) Summary document of information about contracts (by name of the buyer, lessee of assets, financial lessor, assignor of debt collection rights or frame number, vehicle number of motor vehicles): including the information specified in point a of this clause and amendments, supplements, corrections to the registered content, registered assets (if applicable).

2. The person requesting the provision of information shall submit the request form for information provision and the information provision fee to the Registration Center according to one of the methods specified in Clause 13, Section I of this Circular.

If there is a basis to refuse the provision of information according to the guidance in point 12.2, Clause 12, Section I of this Circular, the Registration Officer shall refuse to provide the information and guide the person requesting the provision of information to comply with the relevant laws. The preparation of the refusal document for information provision shall be carried out according to the guidance on the preparation of the refusal document for the request form for contract registration specified in Clause 2, Section II of this Circular.

3. The Registration Center shall issue the List or Summary Document of Information about Contracts to the person requesting the provision of information immediately upon receipt of the request form or on the day of receipt of the request form; in cases where the Registration Center receives the request for information provision after three (03) o'clock in the afternoon, the provision of information shall be carried out on the next working day.

The issuance of the List or Summary Document of Information about Contracts shall be carried out according to one of the methods specified in Clause 5, Section II of this Circular.

VIII. IMPLEMENTATION

1. This Circular takes effect fifteen days after its publication in the Official Gazette.

2. This Circular replaces Circular No. 09/2005/TT-BTP dated December 6, 2005 of the Ministry of Justice guiding the authority, procedures, and formalities for registering and providing information on leasing contracts and state management of leasing contract registration.

3. Attached to this Circular are the forms to be used in registration and information provision about contracts at Registration Centers.

4. During the implementation process, if there are difficulties or obstacles, individuals and organizations are requested to promptly report to the Ministry of Justice for study and resolution./.